Software License Agreement
 
  MEDIA CONNEXUS LLC SOFTWARE LICENSE AGREEMENT

MEDIA CONNEXUS LLC ("MEDIA CONNEXUS") IS WILLING TO LICENSE THE SOFTWARE (THE "SOFTWARE") TO YOU ONLY IF YOU ACCEPT ALL OF THE TERMS AND CONDITIONS OF THIS SOFTWARE LICENSE AGREEMENT (THIS "AGREEMENT").

PLEASE READ THE TERMS OF THIS AGREEMENT CAREFULLY BEFORE ACKNOWLEDGING THAT YOU HAVE READ AND YOU UNDERSTAND THIS AGREEMENT, AND THAT YOU AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.

IF YOU REJECT THE TERMS OF THIS AGREEMENT, YOU DO NOT HAVE ANY RIGHT OR LICENSE TO INSTALL OR USE THE SOFTWARE.
  1. GRANT OF LICENSES
    • 1.1 The Software. Media Connexus hereby grants you a non-exclusive and non-transferable license of The Software during the term of this Agreement. The Software may be installed on a maximum of two computers of the same platform, but it may only be used on a single computer at any one time. It may not be used at more than one location at any time. It may not be run by more than one person at any one time, even if copied to a network file server. The Software is in "use" on a computer when it is loaded into temporary memory (i.e., RAM) or installed into permanent memory (e.g., hard disk, CD-ROM, or other storage device) of that computer. You may make one (1) copy of the Software for use solely for backup/archival purposes. You may not reverse-engineer, disassemble or decompile the Software. Media Connexus reserves all rights in and to the Software not expressly granted to you. Without limiting the foregoing, you may not use, copy, modify, transfer, create derivative works of, publicly display or distribute the Software, or any component thereof, except as expressly set forth in this Agreement.

    • 1.2 Documentation. Media Connexus hereby grants you a non-exclusive and non-transferable license, during the term of this Agreement, to use, copy and distribute internally any electronic documentation included with the Software. Each copy shall contain all copyright and other proprietary notices appearing on the original. You may use the hard copies of any printed materials included with the Software for your internal purposes. Media Connexus reserves all rights in and to the electronic documentation and printed materials included with the Software (collectively, the "Documentation"). Without limiting the foregoing, you may not use, copy, modify, transfer, create derivative works of, publicly display or distribute the Documentation, or any component thereof, except as expressly set forth in this Agreement.

  2. Upgrades. If the Software is an upgrade to an Media Connexus or third party product, you may use the Software only in conjunction with that product. If the Software is an upgrade to an Media Connexus product, your right to use the upgraded product shall be governed by this Agreement. That is, the upgrade and the upgraded product shall collectively constitute "Software" hereunder.

  3. Ownership. You acknowledge and agree that, as between Media Connexus and you, the Software, Documentation and all components thereof are the exclusive property of Media Connexus, and Media Connexus owns all right, title and interest, including copyrights and other intellectual property rights, in and to any and all ideas, concepts, expertise, programs, systems, methodologies, data or other materials embodied in, underlying or reduced to practice in the Software and Documentation.

  4. Trademarks. This Agreement does not authorize you to use any Media Connexus name, trademark or logo.

  5. Term. This Agreement is effective upon your installation of the Software and will remain in effect until terminated. You may terminate this Agreement at any time by deleting and destroying all copies of the Software and Documentation, and any portions thereof, in your possession or control. Media Connexus may terminate this Agreement immediately upon notice to you in the event that you breach any term of this Agreement, in which case you must immediately delete and destroy all copies of the Software and Documentation, and any portions thereof, in your possession or control.

  6. DISCLAIMER OF WARRANTIES. THE SOFTWARE AND DOCUMENTATION ARE LICENSED "AS IS," AND MEDIA CONNEXUS AND ITS LICENSORS DISCLAIM ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

  7. Limitation of Liability. Media Connexus and its licensors shall not be liable for any indirect, special, incidental, consequential, punitive or similar damages arising out of or relating to this Agreement or the use of or inability to use the Software, however caused and regardless of legal theory, even if Media Connexus and/or its licensors has been apprised of the possibility of such damages. Media Connexus's and its licensors' cumulative liability to you and all other persons and entities arising out of or relating to this Agreement shall not exceed the purchase price paid by you for the Software.

  8. Compliance with Laws. You agree to comply with all laws, rules and regulations applicable to your use of the Software and Documentation. Without limiting the generality of the foregoing, you acknowledge and agree that the Software and Documentation are subject to United States and local export control laws and may be subject to export or import regulations of other countries, and you agree to comply strictly with all such laws and regulations.

  9. Restricted Rights. The Software and Documentation are provided with restricted rights. Use, duplication or disclosure by the United States government is subject to the restrictions set forth in the Rights in Technical Data and Computer Software Clauses in DFARS 252.227-7013(c)(1)(ii) and FAR 52.227-19(c)(2) as applicable.

  10. Governing Law; Venue. This Agreement shall be governed by the laws of the State of Colorado without reference to its choice of law rules. You agree that any action related to this Agreement shall be brought and venued exclusively in the state and federal courts located in Denver, Colorado.

  11. Severability. If any provision of this Agreement is held invalid by any law or regulation of any government or by any court or arbitrator, such invalidity shall not effect the enforceability of the other provisions insofar as the primary purpose of this Agreement is not frustrated.

  12. Waiver. Any waiver by Media Connexus of a breach of any provision of this Agreement shall not operate as or be construed to be a waiver of any other breach of such provision or of any breach of any other provision of this Agreement. Any waiver must be in writing. Failure by Media Connexus to insist upon strict adherence to any term of this Agreement on one or more occasions shall not be considered a waiver or deprive Media Connexus of the right to insist upon strict adherence to that term or any other term of this Agreement.

  13. Attorneys' Fees. In addition to any other relief, the prevailing party in any action arising out of this Agreement shall be entitled to attorneys' fees and costs.

  14. Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes all previous communications, representations or agreements, whether written or oral, with respect to the subject matter hereof. This Agreement may not be modified or amended except in a written instrument executed by the parties.