SOFTWARE LICENSE AGREEMENT PLEASE READ THIS SOFTWARE LICENSE AGREEMENT CAREFULLY BEFORE DOWNLOADING, INSTALLING OR USING THE SOFTWARE. BY CLICKING ON THE "YES" BUTTON, DOWNLOADING OR INSTALLING THE SOFTWARE, OR USING THE EQUIPMENT THAT CONTAINS THIS SOFTWARE, YOU ARE CONSENTING TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, DO NOT DOWNLOAD, INSTALL OR USE THE SOFTWARE. CLICK THE "NO" BUTTON AND THE INSTALLATION PROCESS WILL NOT CONTINUE. YOU MAY RETURN THE SOFTWARE FOR A FULL REFUND. IF THE SOFTWARE IS SUPPLIED WITH ANOTHER PRODUCT, YOU MAY RETURN THE ENTIRE PRODUCT FOR A FULL REFUND. YOUR RIGHT TO RETURN AND REFUND EXPIRES 30 DAYS AFTER PURCHASE FROM CISCO OR AN AUTHORIZED CISCO RESELLER. THE RIGHT TO RETURN AND REFUND EXTENDS ONLY TO THE ORIGINAL PURCHASER. In the event of any inconsistency between the terms of this Software License Agreement and any other license included with the packaging of this Software, the terms and conditions of this Software License Agreement shall be controlling. License. Cisco grants to Customer (either as an individual or entity) a personal, non-transferable, and non-exclusive right to use and install each of the following components (the "Software Components") which collectively comprise the Software as described below. IP/TV Servers: one copy per computer up to the number of the licenses purchased. IP/TV Viewers: one copy per computer. IP/TV Content Managers: one copy per computer up to the number of the licenses purchased. For each Software Component license purchased, Customer may install one object code version of that Software Component on a single computer. Customer may not physically or electronically transfer a Software Component to any CPU or to any servers beyond the number of computers for which that Software Component is licensed. Installation on a network server for the purpose of distributing the Software to multiple clients for access by Customer's employees and independent contractors is allowed; however, Customer must acquire and dedicate a license for each separate computer on which the Software Component is installed or run. A license for a Software Component may not be shared or used concurrently on different computers. Limitations. Except as otherwise expressly provided under this Agreement, Customer shall have no right, and Customer specifically agrees not to: (i) transfer or sublicense its license rights to any other person, or use the Software; (ii) make error corrections to or otherwise modify or adapt the Software nor create derivative works based upon the Software, or to permit third parties to do the same; or (iii) copy, in whole or in part, decompile, decrypt, reverse engineer, disassemble or otherwise reduce the Software to human-readable form. To the extent required by law, at Customer's request, Cisco shall provide Customer with the interface information needed to achieve interoperability between the Software and another independently created program, on payment of Cisco's applicable fee. Customer shall observe strict obligations of confidentiality with respect to such information. All rights not expressly licensed to Customer are reserved to Cisco. Title in and to the Software is not transferred and all such rights remain vested in Cisco. Additional Limitations Regarding Use of Sun Java Web Server The IP/TV Content Manger incorporates the Sun Java Web Server under license by Cisco from Sun Microsystems, Inc. which is bundled with the Sun Microline Component Toolkit and Key Class. In addition to the other limitations contained herein, Customer may use the Key Class solely for the purpose of utilizing the Microline Component Toolkit class libraries in authorized extensions of the Java Web Server administration tool, and distribute the Key Class embedded/contained in such extensions. To this end, for each copy of IP/TV Content Manager licensed by Customer, Customer may: (i) use one copy of the Key Class on a single computer for which the IP/TV Content Manager is licensed; (ii) use the Key Class to enable the additional functionality of the Microline Component Toolkit in applets and applications Customer creates; (iii) distribute the Microline Component Toolkit and Key Class bundled with Java Web Server, and authorize Java Web Server licensees to use the Key Class solely for the purpose of utilizing the Microline Component Toolkit class libraries in authorized extensions of the Java Web Server Administration tool, and distribute the Key Class embedded/contained in such extensions; (iv) develop Java applets or applications containing the Key Class and distribute the Key Class embedded/contained in Customer's applet or applications; (v) make one copy of the Key Class for archival purposes, or copy the Key Class onto the hard disk on Customer's computer and retain the original for archival purposes. Except as otherwise expressly provided the immediately preceding paragraph, Customer shall have no right, and Customer specifically agrees not to: (i) cause or permit unauthorized copying, reproduction or disclosure of any portion of the Key Class, or any instructions, manuals, or other documentation which accompanies the IP/TV Content Manager; (ii) distribute the Key Class as part of a toolkit, which would allow other developers to enable the restricted functionality in the Microline Component Toolkit; (iii) distribute the Key Class without containing/embedding in an applet or application; (iv) sublicense, rent, or lease any portion of the Key Class; (v) reverse engineer, decompile, disassemble, modify, translate, make any attempt to discover the source code of the Key Class, or create derivative works from the Key Class; (vi) transfer or sublicense its license rights to any other person. Proprietary Notices. Customer agrees to maintain and reproduce all copyright and other proprietary notices on all copies, in any form, of the Software in the same form and manner that such copyright and other proprietary notices are included on the Software. Except as expressly authorized in this Agreement, Customer shall not make any copies or duplicates of the Software or any Software Component without the prior written permission of Cisco. Customer may make such backup copies of the Software as may be necessary for Customer's lawful use, provided Customer affixes to such copies all copyright, confidentiality, and proprietary notices that appear on the original. Protection of Information. Customer agrees that aspects of the Software and associated documentation, including the specific design and structure of individual programs, constitute trade secrets and/or copyrighted material of Cisco. Customer shall not disclose, provide, or otherwise make available such trade secrets or copyrighted material in any form to any third party without the prior written consent of Cisco. Customer shall implement reasonable security measures to protect such trade secrets and copyrighted material. Title to Software and documentation shall remain solely with Cisco. Limited Warranty. If Customer obtained the Software directly from Cisco, then Cisco warrants that for a period of ninety (90) days from the date of shipment from Cisco: (i) the media on which the Software is furnished will be free of defects in materials and workmanship under normal use; and (ii) the IP/TV Server and IP/TV Content Manager Software Components will substantially conform to their published specifications. This limited warranty extends only to Customer as the original licensee. Customer's sole and exclusive remedy and the entire liability of Cisco and its suppliers under this limited warranty will be, at Cisco or its service center's option, repair, replacement, or refund of the Software if reported (or, upon request, returned) to Cisco or its designee. Except as expressly granted in this Agreement, the Software is provided AS IS. Cisco does not warrant that the Software is error free or that Customer will be able to operate the Software without problems or interruptions. This warranty does not apply if the Software (a) is licensed for beta, evaluation, testing or demonstration purposes for which Cisco does not receive a license fee, (b) has been altered, except by Cisco, (c) has not been installed, operated, repaired, or maintained in accordance with instructions supplied by Cisco, or (d) has been subjected to abnormal physical or electrical stress, misuse, negligence, or accident. THIS SOFTWARE IS NOT DESIGNED OR INTENDED FOR USE OR RESALE AS ONLINE CONTROL EQUIPMENT IN HAZARDOUS ENVIRONMENTS REQUIRING FAILSAFE 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"). CISCO SYSTEMS SPECIFICALLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY OF FITNESS FOR HIGH RISK ACTIVITIES. Disclaimer. EXCEPT AS SPECIFIED IN THIS WARRANTY, ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, SATISFACTORY QUALITY OR ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE, ARE HEREBY EXCLUDED TO THE EXTENT ALLOWED BY APPLICABLE LAW. IN NO EVENT WILL CISCO OR ITS SUPPLIERS BE LIABLE FOR ANY LOST REVENUE, PROFIT, OR DATA, OR FOR SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE EVEN IF CISCO OR ITS SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. In no event shall Cisco's or its suppliers' liability to Customer, whether in contract, tort (including negligence), or otherwise, exceed the price paid by Customer. The foregoing limitations shall apply even if the above-stated warranty fails of its essential purpose. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW LIMITATION OR EXCLUSION OF CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. Term and Termination. This Agreement is effective until terminated. Customer may terminate this Agreement at any time by destroying all copies of Software including any documentation. Customer's license rights under this Agreement will terminate immediately without notice from Cisco if Customer fails to comply with any provision of this Agreement. Upon termination, Customer must destroy all copies of Software in its possession or control. Customer Records. Customer grants to Cisco and its independent accountants the right to examine Customer's books, records and accounts during Customer's normal business hours to verify compliance with this Agreement. In the event such audit discloses non-compliance with this Agreement, Customer shall promptly pay to Cisco the appropriate licensee fees. Export. Software, including technical data, is subject to U.S. export control laws, including the U.S. Export Administration Act and its associated regulations, and may be subject to export or import regulations in other countries. Customer agrees to comply strictly with all such regulations and acknowledges that it has the responsibility to obtain licenses to export, re-export, or import Software. Restricted Rights. The Software shall be classified as "commercial computer software" as defined in the applicable provisions of the Federal Acquisition Regulation (the "FAR") and supplements thereto, including the Department of Defense (DoD) FAR Supplement (the "DFARS"). The parties acknowledge that the Software was developed entirely at private expense and that no part of the Software was first produced in the performance of a Government contract. If the Software is supplied for use by DoD, the Software is delivered subject to the terms of this Agreement and either (i) in accordance with DFARS 227.7202-1(a) and 227.7202-3(a), or (ii) with restricted rights in accordance with DFARS 252.227-7013(c)(1)(ii) (OCT 1988), as applicable. If the Software is supplied for use by a Federal agency other than DoD, the Software is restricted computer software delivered subject to the terms of this Agreement and (i) FAR 12.212(a); (ii) FAR 52.227-19; or (iii) FAR 52.227-14(ALT III), as applicable. General. This Agreement shall be governed by and construed in accordance with the laws of the State of California, United States of America, as if performed wholly within the state and without giving effect to the principles of conflict of law. If any portion hereof is found to be void or unenforceable, the remaining provisions of this Agreement shall remain in full force and effect. This Agreement constitutes the entire agreement between the parties with respect to the use of the Software.