IMPORTANT - PLEASE READ THE TERMS AND CONDITIONS OF THIS SOFTWARE LICENSE AGREEMENT BEFORE ATTEMPTING TO INSTALL “VIDEOREDO™”, "VIDEOREDO PLUS™" or "VIDEOREDO TVSuite™". DRD SYSTEMS, INC. (“DRD”) IS WILLING TO LICENSE VIDEOREDO™ SOFTWARE TO YOU AS THE INDIVIDUAL WHO WILL BE USING THE SOFTWARE (“YOU”) ONLY ON THE CONDITION THAT YOU ACCEPT ALL THE TERMS OF THIS LICENSE AGREEMENT. THIS IS A LEGAL AND ENFORCEABLE CONTRACT BETWEEN YOU AND DRD. BY CLICKING THE “ACCEPT” BUTTON YOU AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, CLICK THE “I DO NOT ACCEPT” BUTTON, AND DO NOT ATTEMPT TO INSTALL THE SOFTWARE.

1. Grant of License. Subject to the terms of this Agreement, DRD hereby grants to you a non-exclusive and non-transferable license (without any right to sublicense) to install (i) the VideoReDo™ software program in machine-readable object code form contained in the media (the “Program”), (ii) the associated written documentation provided by DRD (the “Documentation”), and (iii) any updates, revisions or upgrades of the Program or the Documentation provided to you by DRD (each an “Update”) (the Program, the Documentation and any Update are collectively referred to as the “Software”). If you receive replacement or backup media containing the Program, you may only use it to in fact replace the primary media and may not transfer the original media to any other individual or computer. All rights not expressly granted to you herein are hereby reserved by DRD.

2. Scope of Use. You shall not, nor permit any party to: (i) use or make the Software available for the benefit of any third party, including without limitation, in an outsourcing or timesharing arrangement, or in the operation of a service bureau; (ii) sell, rent, loan, lease, sublicense, distribute, or otherwise transfer the Software to any person, firm, or entity; (iii) copy the Software, except you may make one copy of the Program in object code form as supplied, solely for backup or archival purposes; (iv) modify, adapt, translate, decompile, disassemble, make any attempt to discover the source code of the Software, or create derivative works from the Software; (v) use the Software in any manner not authorized by this license; or (vi) publish or distribute any Software access or registration keys. Portions of the Software may not be used independently of the Software. The Software may not be used concurrently on more than one computer or processor unless you purchase additional licenses for each additional concurrent user. You may use the Software on more than one computer or processor to which you have access, provided that you are doing so for your sole use. If you use or distribute the Software on a network, or multiple computers or workstations, you must acquire and dedicate a license for the Software for each user to whom the Software is distributed or by whom the Software is used. The Software may not be shared or used by different users without a separate license for each user. In the event that you provide a different user with any access to the Software, such user must obtain a separate license agreement.

3. Ownership. This is a license agreement and not an agreement for sale. All worldwide Intellectual Property Rights that are embodied in or related to the Software are, and at all times shall remain, the sole and exclusive property of DRD, whether or not specifically recognized or protected under local laws. For purposes of this Agreement, the term “Intellectual Property Rights” means, collectively, rights under patent, trademark, copyright and trade secret laws, and any other intellectual property or proprietary rights recognized in any country or jurisdiction worldwide, including, without limitation, moral rights and similar rights. You may not delete, alter, cover, or distort any copyright, trademark, or other proprietary rights notice placed by DRD on or in the Software.

4. Disclaimer of Warranty. The Software is licensed to you on an “AS IS” basis without any warranty whatsoever. No services, training, support or maintenance is provided to you by DRD under this Agreement. DRD EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, NOT EXPRESSLY STATED IN THIS SECTION 4, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF TITLE, INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Some jurisdictions do not permit the exclusion of implied warranties, so the above exclusions may not apply to you.

5. Limitation of Liability. IN NO EVENT SHALL DRD BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DAMAGES WHATSOEVER, INCLUDING INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOSS OF PROFITS OR DATA, EVEN IF DRD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL DRD’S LIABILITY EXCEED THE PURCHASE PRICE OF A PRODUCT THAT GAVE RISE TO A CLAIM. IN NO EVENT SHALL DRD BE LIABLE FOR YOUR COST OF PROCURING SUBSTITUTE GOODS. Some jurisdictions may not allow the limitation of certain damages, so the above limitations may not apply to you.

6. Export Restrictions. You agree to comply at all times with the provisions of all applicable laws and regulations regarding export controls or technology transfer restrictions of any applicable jurisdiction, including without limitation those of the United States Departments of Commerce and State.

7. General Provisions. This Agreement and its license shall automatically terminate upon failure by you to comply with any of its terms. Following any such termination, you shall immediately destroy all Software and registration keys in your possession. This Agreement will be governed by the laws in force in the state of New Jersey , excluding its conflict of law rules, and exclusive venue for any litigation shall be in New Jersey . This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. If any part of this Agreement is found void and unenforceable, it will not affect the validity of the balance of the Agreement, which shall remain valid and enforceable according to its terms. This Agreement may only be modified in a writing referencing this Agreement and duly signed by an authorized officer of DRD. This Agreement constitutes the entire agreement between you and DRD relating to the Software, and supersedes any prior purchase order, communications, advertising or representations concerning the Software.

VideoReDo, Software License Agreement