MYFLIX(TM) END USER LICENSE AGREEMENT REDISTRIBUTION NOT PERMITTED This Agreement has three parts. Part I applies if you have not purchased a license to the accompanying software (the "Software"). Part II applies if you have purchased a license to use the Software. Part III applies to all license grants. If you initially acquired a copy of the Software without purchasing a license and you wish to purchase a license, contact MediaWare Solutions Pty Ltd on the Internet at http://www.mediaware.com.au. PART I -- TERMS APPLICABLE WHEN LICENSE FEES NOT (YET) PAID (LIMITED TO EVALUATION USE) GRANT. MediaWare Solutions grants you a non-exclusive license to use the Software free of charge if your use of the Software is for the purpose of evaluating whether to purchase an ongoing license to the Software. The evaluation period for use by or on behalf of a commercial entity is limited to a period at the discretion of MediaWare Solutions Pty Ltd. If you are using the Software free of charge, you are not entitled to hard-copy documentation, support or telephone assistance. If your use fits within the description above, you may use the Software in the manner described in Part III below under "Scope of Grant." DISCLAIMER OF WARRANTY. Free of charge Software is provided on an "AS IS" basis, without warranty of any kind, including without limitation the warranties of merchantability, fitness for a particular purpose and non-infringement. The entire risk as to the quality and performance of the Software is borne by you. Should the Software prove defective, you and not MediaWare Solutions Pty Ltd assume the entire cost of any service and repair. This disclaimer of warranty constitutes an essential part of the agreement. SOME JURISDICTIONS DO NOT ALLOW EXCLUSIONS OF AN IMPLIED WARRANTY, SO THIS DISCLAIMER MAY NOT APPLY TO YOU AND YOU MAY HAVE OTHER LEGAL RIGHTS THAT VARY BY JURISDICTION. PART II -- TERMS APPLICABLE WHEN LICENSE FEES PAID GRANT. Subject to payment of applicable license fees, MediaWare Solutions grants to you a non-exclusive license to use the Software and accompanying documentation ("Documentation") and MPEG video data in the manner described in Part III below under "Scope of Grant." LIMITED WARRANTY: MediaWare Solutions warrants that the media on which the Software is furnished will be free of defects in materials and workmanship under normal use for a period of ninety (90) days from the date of purchase, as evidenced by a copy of the receipt. Otherwise, the Software is provided "AS IS," without a warranty of any kind. This warranty extends to you only if you are the original Licensee. Your exclusive remedy, and MediaWare Solutions's sole liability under this warranty, will be the correction of defects in media or replacement of the media, or, if correction or replacement is not reasonably achievable by MediaWare Solutions, the refund you of the license fee you paid, upon return of the Software. Such a refund by the MediaWare Solutions will cause immediate termination of this Agreement. If the media is subjected to accident, abuse, or improper use; or if you violate the terms of this Agreement, then this warranty shall be terminated immediately. MEDIAWARE SOLUTIONS AND ITS SUPPLIERS MAKE NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, RELATING TO ANY ASPECT OF ANY THE LICENSED SOFTWARE OR RELATED SERVICE, INCLUDING WITHOUT LIMITATION ANY REPRESENTATION OR WARRANTY OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, OR QUALITY OR THAT THE USE OF THE LICENSED SOFTWARE WILL NOT INFRINGE ANY PATENT, COPYRIGHT OR TRADEMARK. MEDIAWARE SOLUTIONS AND ITS SUPPLIERS WILL NOT BE HELD TO ANY LIABILITY WITH RESPECT TO ANY CLAIM BY YOU OR THIRD PARTY ON ACCOUNT OF, OR ARISING FROM, THE USE OF THE LICENSED SOFTWARE. MEDIAWARE SOLUTIONS AND ITS SUPPLIERS DO NOT WARRANT THAT ANY THE LICENSED SOFTWARE WILL MEET YOUR REQUIREMENTS OR THAT ITS OPERATION OR USE WILL BE ERROR-FREE. NO DEALER, AGENT, OR EMPLOYEE OF MEDIAWARE SOLUTIONS IS AUTHORIZED TO MAKE ANY MODIFICATIONS, EXTENSIONS, OR ADDITIONS TO THIS WARRANTY. You agree not to attempt to modify, reverse engineer, reverse compile or disassemble any portion of the Software. If any modifications are made to the Software by you during the warranty period; if the media is subjected to accident, abuse, or improper use; or if you violate the terms of this Agreement, then this warranty shall immediately be terminated. This warranty shall not apply if the Software is used on or in conjunction with hardware or software other than the unmodified version of hardware and software with which the software was designed to be used as described in the Documentation. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY HAVE OTHER LEGAL RIGHTS THAT VARY BY JURISDICTION. PART III -- TERMS APPLICABLE TO ALL LICENSE GRANTS SCOPE OF GRANT. You may: - use the Software on any single computer; - use the Software on a network, as long as the number of active sessions are no greater than the number of licenses purchased; or - copy the Software for archival purposes, provided any copy must contain all of the original Software's proprietary notices. You may not: - permit other individuals to use the Software except under the terms listed above; - permit concurrent use of the Software when the total number of concurrent Software users is greater than the number of license purchased; - modify, translate, reverse engineer, decompile, disassemble (except to the extent applicable law specifically prohibit such restriction), or create derivative works based on the Software; - copy the Software other than as specified above; - rent, lease, grant a security interest in, or otherwise transfer rights to the Software; or - remove any proprietary notices or labels on the Software. TITLE. Title, ownership rights, and intellectual property rights in the Software shall remain in MediaWare Solutions and/or its suppliers. The Software is protected by the Commonwealth of Australia copyright laws and treaties. Title and related rights in the content accessed through the Software is the property of the applicable content owner and may be protected by applicable law. This License gives you no rights to such content. TERMINATION. The license will terminate automatically if you fail to comply with the limitations described herein. On termination, you must destroy all copies of the Software and Documentation. LIMITATION OF LIABILITY: UNDER NO CIRCUMSTANCES AND IN NO EVENT AND UNDER NO LEGAL THEORY, TORT, CONTRACT, OR OTHERWISE, SHALL MEDIAWARE SOLUTIONS OR ITS SUPPLIERS OR RESELLERS OR MANUFACTURERS OR SUBCONTRACTORS BE HELD RESPONSIBLE OR LIABLE FOR ANY LOST REVENUES, LOST PROFITS, LOST DATA, OR OTHER SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGE OR FOR LOSS, DAMAGE OR EXPENSE DIRECTLY OR INDIRECTLY ARISING OUT OF THE PERFORMANCE OF THE AGREEMENT OR FROM YOUR OR ANY OTHER PARTY'S USE OF OR INABILITY TO USE EQUIPMENT, SERVICES OR SOFTWARE EITHER SEPARATELY OR IN COMBINATION WITH OTHER EQUIPMENT OR FOR COMMERCIAL LOSS OF ANY KIND, EVEN IF MEDIAWARE SOLUTIONS OR ITS SUPPLIERS ARE ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES, NOR SHALL MEDIAWARE SOLUTIONS OR ITS SUPPLIERS BE HELD LIABLE FOR ANY AMOUNT IN EXCESS OF THE AMOUNT ACTUALLY PAID BY THE LICENSEE TO MEDIAWARE SOLUTIONS UNDER THIS AGREEMENT. MEDIAWARE SOLUTIONS AND ITS SUPPLIERS SHALL NOT BE HELD TO ANY LIABILITY WITH RESPECT TO ANY CLAIM BY A THIRD PARTY ON ACCOUNT OF OR ARISING FROM THE USE OF OR THE INABILITY TO USE THE SOFTWARE. YOU, THE LICENSEE, ASSUME ALL RISKS AND LIABILITY FOR LOSS, DAMAGE OR INJURY YOU OR YOUR PROPERTY OR OTHERS ARISING OUT OF USE OR POSSESSION OF THE EQUIPMENT, SERVICES AND SOFTWARE PROVIDED HEREUNDER. THIS PARAGRAPH SHALL SURVIVE FAILURE OF AN EXCLUSIVE REMEDY. HIGH RISK ACTIVITIES. The Software is not fault-tolerant and is not designed, manufactured or intended for use or resale as on-line control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, direct life support machines, or weapons systems, in which the failure of the Software could lead directly to death, personal injury, or severe physical or environmental damage ("High Risk Activities"). MediaWare Solutions and its suppliers specifically disclaim any express or implied warranty of fitness for High Risk Activities. MISCELLANEOUS. If the copy of the Software you received was accompanied by a printed or other form of "hard-copy" End User License Agreement whose terms vary from this Agreement, then the hard-copy End User License Agreement governs your use of the Software. This Agreement represents the complete agreement concerning this license and may be amended only by an agreement in writing executed by both parties. THE ACCEPTANCE OF ANY PURCHASE ORDER PLACED BY YOU IS EXPRESSLY MADE CONDITIONAL ON YOUR ASSENT TO THE TERMS SET FORTH HEREIN, AND NOT THOSE IN YOUR PURCHASE ORDER. If any provision of this Agreement is held to be unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable. This Agreement shall be governed by Australian law. The application of the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded. MyFlix Copyright 1997 MediaWare Solutions Pty Ltd ACN: 077 094 798 All rights reserved