EVALUATION LICENSE THIS AGREEMENT PRESCRIBES THE TERMS AND CONDITIONS ON WHICH YOU MAY USE THE ENCRYPTED, EXECUTABLE SOFTWARE PROGRAMS AND ASSOCIATED DOCUMENTATION AND FILES ACCOMPANYING THIS AGREEMENT (COLLECTIVELY, THE "SOFTWARE"). READ THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT CAREFULLY BEFORE USING OR DOWNLOADING THE SOFTWARE. BY DOING EITHER, YOU AND YOUR COMPANY (COLLECTIVELY, THE "LICENSEE") ARE ACCEPTING AND AGREEING TO THE TERMS OF THIS LICENSE AGREEMENT. IF YOU OR YOUR COMPANY ARE NOT WILLING TO BE BOUND BY THIS AGREEMENT, DO NOT USE OR DOWNLOAD THE SOFTWARE. VARIOUS PATENTS, COPYRIGHTS AND OTHER INTELLECTUAL PROPERTY RIGHTS PROTECT THE SOFTWARE. THIS AGREEMENT IS A LICENSE AGREEMENT THAT GIVES LICENSEE LIMITED RIGHTS TO USE THE SOFTWARE AND NOT AN AGREEMENT FOR SALE OR FOR TRANSFER OF TITLE. MOTION PIXELS RESERVES ALL RIGHTS NOT EXPRESSLY GRANTED BY THIS AGREEMENT. 1. License Grant. On the terms and conditions of this Agreement, Motion Pixels grants Licensee a nonexclusive, nontransferable license to use the Software only in encrypted, machine-readable object code form, only on one computer at any time and only for Licensee's own evaluation of the Software. 2. Property Rights and Restrictions. 2.1 Ownership. Licensee acknowledges that the Software, all enhancements, corrections and modifications to the Software (regardless whether made by Motion Pixels, Licensee or anyone else) and all patents, copyrights, trade secrets, trademarks and other intellectual property rights protecting or pertaining to any aspect of the Software (or any enhancements, corrections or modifications) are and shall remain the sole and exclusive property of Motion Pixels and, where applicable, Motion Pixels' suppliers. This Agreement does not convey title or ownership to Licensee, but instead gives Licensee only the limited right to use the software set forth in Section 1. 2.2 Use Restrictions. Except as set forth in Section 1, Licensee has no right to use, make, sublicense, modify, distribute or copy originals or copies of the Software or permit anyone else to do so. Licensee may use the software only to evaluate the Software's functions. Licensee may make no other use of the Software, including without limitation any use of the Software as part of any kind of video compression product or service, or for any kind of commercial purpose of any nature. Further, licensee shall not transmit or broadcast any information compressed using the Software, or use the Software to replay any information broadcast or transmitted, by any means now known or developed in the future, including without limitation any computer network, telephone connection, coaxial or fiber optic connection, or electromagnetic transmission. 2.3 Proprietary Notices and Trademark. Licensee shall not remove any patent, copyright or trademark or other intellectual property notices that may appear on any part of the Software. Licensee also shall ensure that Motion Pixels' trademark always appears exactly where the Software places it on all video images that Licensee may create using the Software. 2.4 Trade Secrets. Licensee acknowledges that the Software, in its source code form, contains valuable trade secrets belonging to Motion Pixels. Licensee may not reverse engineer, decompile, disassemble or otherwise translate any software. Licensee may not copy any concepts, ideas, or techniques demonstrated by the use of the Software. 2.5 Remedies. Licensee acknowledges that money damages may not be an adequate remedy for any breach or violation of any requirement set forth in this Section 2 and that any such breach or violation may leave Motion Pixels without an adequate remedy at law. Licensee therefore agrees that, in addition to any other remedies at law, in equity or under this Agreement, Motion Pixels shall be entitled to obtain injunctive relief from a court of competent jurisdiction to restrain any such breach or violation. 3. No Warranty. Licensee acknowledges that Motion Pixels is releasing the Software free of charge on an experimental basis only. MOTION PIXELS IS PROVIDING THE SOFTWARE "AS IS" WITHOUT MAKING ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND. MOTION PIXELS DISCLAIMS ALL WARRANTIES, CONDITIONS OR REPRESENTATIONS (WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN) WITH RESPECT TO THE SOFTWARE, INCLUDING ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS OR SUITABILITY FOR ANY PARTICULAR PURPOSE. 4. No Damages. BECAUSE MOTION PIXELS IS RELEASING THE SOFTWARE FREE OF CHARGE, MOTION PIXELS SHALL NOT BE LIABLE TO LICENSEE OR ANY OTHER PERSON OR ENTITY IN CONTRACT, TORT OR OTHERWISE FOR ANY DAMAGES OF ANY KIND, WHETHER FOR BREACH OF WARRANTY OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY DIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING FROM LICENSEE'S USE OF THE SOFTWARE. 5. Miscellaneous. The laws of the State of Arizona will govern this Agreement and its interpretation, and Licensee consents to the jurisdiction and venue of the Arizona Superior Court in Maricopa County, Arizona or the United States District Court for the District of Arizona as the exclusive forum for all disputes concerning this Agreement or the Software. The prevailing party in any action arising from this Agreement may recover its reasonable attorneys' fees and costs from the losing party. The invalidity or unenforceability of any provision in this Agreement shall not affect the validity or enforceability of the rest of this Agreement. Either party's failure to enforce any right granted by this Agreement shall not be deemed a waiver of that party's right to enforce any other right or to take action in response to any other breach.