Corel Corporation
End User License Agreement

IMPORTANT READ CAREFULLY: This End User License Agreement (“Agreement”) is a legal and binding agreement between you (either an individual or a single entity) (“You” or “Your”) and Corel Corporation (“Corel”) for the software product You are about to download or otherwise install and the associated proprietary media, printed materials, any associated documentation (including any electronic documentation), and also any updates or modifications of the foregoing provided by Corel or its licensees or agents to You (collectively, the “Software”).
WHEN YOU CLICK ON THE “I ACCEPT” BUTTON OR WHEN YOU OTHERWISE INSTALL OR USE ANY PART OF THE SOFTWARE, YOU ARE CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS AGREEMENT.  IF YOU DO NOT AGREE TO (OR CANNOT COMPLY WITH) ALL OF THE TERMS OF THIS AGREEMENT, DO NOT INSTALL OR USE ANY PART OF THE SOFTWARE (AND, IF APPLICABLE, CLICK THE “I DO NOT ACCEPT” BUTTON), AND YOU WILL NOT BE AUTHORIZED TO USE OR HAVE ANY LICENSE TO USE ANY PART OF THE SOFTWARE.  WRITTEN APPROVAL IS NOT A PREREQUISITE TO THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT AND NO SOLICITATION OF ANY SUCH WRITTEN APPROVAL BY OR ON BEHALF OF COREL SHALL BE CONSTRUED AS AN INFERENCE TO THE CONTRARY.  IF THESE TERMS ARE CONSIDERED AN OFFER BY COREL, YOUR ACCEPTANCE IS EXPRESSLY LIMITED TO THESE TERMS.
Under this Agreement, You are obtaining one of the following three types of licenses:  (1) a “Trial License,” which will allow you to use the Software or a premium version of the Software including additional features or functionality (“Premium Trial Version”) free of charge, for a limited period of time designated by Corel for evaluation purposes only; (2) a “Single-User License,” which will allow you to use one copy of the Software for Your personal use; or (3) a “Volume License,” which is a license granted when You have purchased multiple seats to the Software and which will allow you to use the Software on multiple computers at once.
1.	License.
(a)	Trial License.  If You received a trial version of the Software, or a Premium Trial Version, subject to Your compliance with the terms and conditions of this Agreement, Corel hereby grants to You a limited, personal, non-sublicensable, non-transferable, non-exclusive license for a limited trial period to:
(i)	use one copy of the Software and/or Premium Trial Version to evaluate the Software and/or Premium Trial Version, and only for Your personal, noncommercial use on a single computer system and only in accordance with any accompanying end user documentation; and
(ii)	make one copy of the Software and/or Premium Trial Version in machine-readable form solely for archival back-up purposes, provided You reproduce Corel’s copyright proprietary legends in any such copy.
If you received a Premium Trial Version, and You choose not to purchase rights to continue to use the Premium Trial Version, then upon the expiration of the trial period you will no longer have access to those features and functionality specific to the Premium Trial Version. If you choose to purchase rights to continue Your use of the features and functionality specific to the Premium Trial Version, then upon purchase, You will be subject to the Single User License below.
(b)	Single User License.  If You have purchased a Single-User License, subject to Your compliance with the terms and conditions of this Agreement, Corel hereby grants to You a limited, personal, non-sublicensable, non-transferable, non-exclusive license to:
(i)	use one copy of the Software only for Your personal, noncommercial use on a single computer system and only in accordance with the accompanying end user documentation; and
(ii)	make one copy of the Software in machine readable form solely for archival back-up purposes, provided You reproduce Corel’s copyright proprietary legends in any such copy.
(c)	Volume License. If You have purchased a Volume License from Corel or one of its authorized distributors, subject to Your compliance with the terms and conditions of this Agreement, Corel hereby grants to You a limited, personal, non-sublicensable, non-transferable, non-exclusive license to:
(i)	install the object code of the Software on computers owned or controlled by You for noncommercial use, provided that the number of computers on which the Software may be installed shall never exceed the number of seats of the Software You have purchased from Corel or its distributors; and
(ii)	use the Software in accordance with any relevant Corel end user documentation.
(d)	This Software or a portion thereof may need to be activated online either before installation or upon first use of some of its features (including but not limited to import, capture, editing, export, or viewing of MPEG2 files, HD-V video, or DVD-Video titles, and copying and burning of DVD, mini DVD, SVCD or Blu-Ray Discs).  Product activation is free.
2.	License Restrictions.
(a)	General Restrictions.  You shall not (nor shall You permit anyone else to) directly or indirectly: (i) copy (except as expressly set forth above) or modify the Software or any portion thereof; (ii) reverse engineer, disassemble, decompile or otherwise attempt to discover the source code or structure, sequence and organization of the Software or any portion thereof (except where the foregoing is permitted by applicable local law, and then only to the extent so permitted); (iii) rent, lease, or use the Software or any portion thereof for timesharing or service bureau purposes, or otherwise use or allow the use of the Software or any portion thereof for any commercial purpose or on behalf of any third party; (iv) remove or obscure any proprietary notices on the Software; (v) post or otherwise make available the Software, or any portion thereof, in any form, on the Internet or other publicly-available forum; (vi) distribute copies of the Software, or any portion thereof, to others (electronically or otherwise); (vii) use a previous version of the Software after you receive a new version and are asked to discontinue using the previous version; (viii) export or reexport the Software in violation of any laws or regulations; or (ix) except as expressly set forth above, and except for the “sharing” features contained in the Software, make any single copy of the Software available for use by multiple users over any network or from any remote workstation or terminal.  Each single computer on which Software is installed and used shall be primarily available to only a single user.  You are responsible for all fees and costs associated with the copying and installation of the Software.  As a specific condition of this license, You agree to use the Software in compliance with all applicable laws, including without limitation copyright laws, and that You will not copy, transmit, perform or distribute any audio, video or other content using the Software without obtaining all necessary licenses or permissions from the owner of the content.  The Software may be protected by one or more of US and/or foreign patents owned by Corel.
(b)	Restrictions limited to Volume License.  If you have purchased a Volume License:  (i) if the Software is moved from one computer to another computer owned or controlled by You, You must destroy the copy on the first computer, unless the number of seats purchased allows for the addition of another copy; and (ii) You may not install (or allow anyone else to install) the Software on any computer not owned or controlled by You.
3.	Special Third Party Notices/Limitations/Requirements/Restrictions/Disclaimers/Liability Limitations with respect to the use of the Software.
The Software MAY contain certain third party materials and technology and the use of the Software is therefore subject to the following additional notices, limitations, requirements, restrictions, disclaimers and liability limitations:
(a)	MP3 and MP3Pro Codecs.  If the Software contains MP3 or MP3Pro codecs or technology, supply of the Software does not convey a license nor imply any right to distribute content created with the Software in revenue-generating broadcast systems (terrestrial, satellite, cable and/or other networks), streaming applications (via Internet, intranets, and/or other networks) other content distributions systems (pay-audio or audio-on demand applications and the like) or on physical media (compact discs, digital versatile discs, semiconductor chips, hard drives, memory cards and the like).  An independent license for such use may be required.  For details, please visit http://mp3licensing.com.
(b)	Windows Media Format SDK.  Content providers may be using the Microsoft digital rights management technology for Windows Media distributed with the Software (“WM-DRM”) to protect the integrity of their content (“Secure Content”) so that their intellectual property, including copyright, in such content is not misappropriated.  Portions of the Software and other third party applications may use WM-DRM to play Secure Content (“WM-DRM Software”).  If the WM-DRM Software’s security has been compromised, owners of Secure Content (“Secure Content Owners”) may request that Microsoft revoke the WM-DRM Software’s right to copy, display and/or play Secure Content.  Revocation does not alter the WM-DRM Software’s ability to play unprotected content.  A list of revoked WM-DRM Software is sent to your computer whenever You download a license for Secure Content from the Internet.  Microsoft may, in conjunction with such license, also download revocation lists onto Your computer on behalf of Secure Content Owners.  Secure Content Owners may also require You to upgrade some of the WM-DRM components distributed with the Software (“WM-DRM Upgrades”) before accessing their content.  When You attempt to play such content, WM-DRM Software built by Microsoft will notify You that a WM-DRM Upgrade is required and then ask for Your consent before the WM-DRM Upgrade is downloaded.  Non-Microsoft WM-DRM Software may do the same.  If You decline the upgrade, You will not be able to access content that requires the WM-DRM Upgrade; however, You will still be able to access unprotected content and Secure Content that does not require the upgrade.  WM-DRM features that access the Internet, such as acquiring new licenses and/or performing a required WM-DRM Upgrade, can be switched off.  When these features are switched off, You will still be able to play Secure Content if You have a valid license for such content already stored on Your computer.
(c)	MPEG-2.  The Software may be licensed under the MPEG-2 patent portfolio license offered by MPEGLA.  Any use of the Software other than consumer personal use in any manner that complies with the MPEG-2 Standard for encoding video information for packaged media is expressly prohibited without a license under applicable patents in the MPEG-2 Patent Portfolio, which license is available from MPEG LA, 250 Steele Street, Suite 300, Denver, Colorado 80206.
(d)	VC-1.  The Software may be licensed under the VC-1 patent portfolio license for the personal and non-commercial use of a consumer to (i) encode video in compliance with the VC-1 standard (“VC-1 Video”) and/or (ii) decode VC-1 Video that was encoded by a consumer engaged in a personal and non-commercial activity and/or was obtained from a video provider licensed to provide VC-1 Video.  No license is granted or shall be implied for any other use.  Additional information may be obtained from MPEG LA, LLC.  See http://www.mpegla.com.
(e)	AVC.  The Software may be licensed under the AVC patent portfolio license for the personal and non-commercial use of a consumer to (i) encode video in compliance with the AVC standard (“AVC Video”) and/or (ii) decode AVC Video that was encoded by a consumer engaged in a personal and non-commercial activity and/or was obtained from a video provider licensed to provide AVC Video.  No license is granted or shall be implied for any other use.  Additional information may be obtained from MPEG LA, LLC.  See http://www.mpegla.com.
(f)	MPEG-4.  The Software may be licensed under the MPEG-4 patent portfolio license offered by MPEGLA.  USE OF THIS PRODUCT IN ANY MANNER THAT COMPLIES WITH THE MPEG-4 VISUAL STANDARD IS PROHIBITED, EXCEPT FOR USE BY A CONSUMER ENGAGING IN PERSONAL AND NON-COMMERCIAL ACTIVITIES.
(g)	Use of Clipart, Photo Objects and Photographic Images.  You may, subject to the restrictions set out below, incorporate any clipart and photo images licensed from third parties (the “Images”) into Your own original work and publish, display and distribute Your work in any media.  You may not, however, resell, sublicense or otherwise make available the Images for use or distribution separately or detached from a product or web page.  For example, the Images may be used as part of a web page design, but may not be made available for downloading separately or in a format designed or intended for permanent storage or reuse by others.  Similarly, clients may be provided with copies of the Images (including digital files) as an integral part of a work product, but may not be provided with the Images or permitted to use the Images separately or as part of any other product.  You may also, subject to the restrictions set out below make one (1) copy of the Images for backup or archival purposes.  You may not create obscene, defamatory or otherwise illegal works using the Images nor use the Images for any other purpose which is prohibited by law.  You may not use or permit the use of the Images or any part thereof as a trademark or service mark, or claim any proprietary rights of any sort in the Images or in any part thereof. You may not use the Images in electronic format, online or in multimedia applications unless the Images are incorporated for viewing purposes only and no permission is given to download or save the Images for any reason.  You may not rent, lease, sublicense or lend the Images, or a copy thereof, to another person or legal entity.  You may, however, transfer all Your license to use the Images to another person or legal entity, provided that (i) You transfer the Images and this license, including all copies (except copies incorporated into Your work product as permitted under this Agreement), to such person or entity, (ii) that You retain no copies, including copies stored on a computer or other storage device, and (iii) the receiving party agrees to be bound by the terms and conditions of this Agreement.  You may not use any Images except as expressly permitted by this license.  You may not use the Images related to identifiable individuals, products or entities in a manner which suggests their association with or endorsement of any product or service unless You clearly print a statement which indicates that in the case of an individual or recognizable product, the person/product is used for illustrative purposes only.
(h)	LAME MP3 Encoder.  The Software may use the LAME MP3 Encoder Library under the GNU Lesser General Public License.  If so, a copy of this license can be found in Your product install folder.  Within three years of Your purchase of the Software, You may request a copy of the source code of the LAME MP3 Encoder Library by contacting Corel’s customer support. You will be charged a fee for the cost of distribution of the code to You.
(i)	Artbeats Video Content.  The Software may contain Artbeats Video Content (“Artbeats Content”).  Subject to the restrictions described below, You may use the Artbeats Content for Your PERSONAL USE.  You may NOT resell, sublicense, freely transmit or distribute the Artbeats Content in any form, including, on any on-line service or the Internet.  Artbeats Content can not be sold as stock footage elements.
(j)	TiVo.  The following applies to You if You are licensing Software that supports TiVoToGo™ features: Third-Party Beneficiary.  Corel and You expressly acknowledge and agree that TiVo Inc., a Delaware corporation with its principal place of business at 2160 Gold Street, Alviso CA 95002, is an intended third-party beneficiary of this Agreement to the extent that this Agreement contains provisions which relate to Your use of the Software licensed hereby.  Such provisions are made expressly for the benefit of TiVo and are enforceable by TiVo in addition to Corel.
(k)	Lasso.  The Software may provide You access to music data provided by Rovi Corporation (“Data”) over the Internet or otherwise from proprietary databases (the “Databases”).  Together the Data and the Databases shall be referred to herein as “Lasso”.  In the event this Agreement is terminated for any reason, you agree to immediately purge, delete and uninstall all copies of the Data from Your computer system and from any other storage device or medium to which You have downloaded or copied the Data.  To the extent You provide any information or original works of authorship to be added to Databases, You represent and warrant that You are the sole author of such work(s) and You hereby assign to Rovi Corporation and/or its licensors all intellectual property rights therein, including the right to register the copyright in such work(s) as part of the Database.  Please see the Lasso privacy policy attached to the end of this Agreement for a description of what data Rovi Corporation may use and collect through the Lasso application.   

(l)	Windows Pre-Installation Environment.  Disaster recovery applications included in the Software may use the Microsoft® Windows® Preinstallation Environment software from Microsoft Corporation (“WinPE”). The WinPE software included with the Software may be used for boot, diagnostic, setup, restoration, installation, configuration, test or disaster recovery purposes only.  NOTE: THE WINPE SOFTWARE CONTAINS A SECURITY FEATURE THAT WILL CAUSE YOUR COMPUTER SYSTEM TO REBOOT WITHOUT PRIOR NOTIFICATION TO YOU AFTER 24 HOURS OF CONTINUOUS USE. WinPE may not be used as a general purpose operating system or as a substitute for a fully functional version of any operating system product. Use of WinPE is “as-is”.

(m)	Triple Scoop Music.  The Software may include access to songs provided by Triple Scoop Music (the “Songs”).  These Songs have been provided for Your personal use, and You may use these Songs in Your personal slideshows, photoshows, videos or other multimedia projects.  You may publish and freely distribute your slideshows, videos or other multimedia projects containing the Songs at any time, but You may not resell, sublicense or otherwise make any slideshows, video or multimedia project that contains the Songs available for sale or for paid use at any time.   Songs may not be used for any type of business or commercial application, including but not limited to: professional photography or event video services, product or service integration, resale, marketing, advertising or promotion of any service, business, product or person. If You would like to use the Songs for any business-related, commercial, corporate or professional use, visit www.TripleScoopMusic.com for information on commercial licensing.

(n)	Other Third Party IP Rights.  The Software may include copyrights, trademarks, code, and other intellectual property (“Third Party IP”) owned by third parties.  Third Party IP is owned, registered, and/or licensed by the owner of the respective Third Party IP.  In general, Corel obtains the Third Party IP “as is” for inclusion in the Software from the respective owners.  Your use of Third Party IP outside the scope of this Agreement may be strictly prohibited and permission may be required to use such Third Party IP from the respective owners.

(o)	Additional Third Party EULAs.  Your use of the Software requires your agreement to comply with additional terms and conditions in the EULAs offered by certain Third Parties, including those attached hereto as Exhibits A and B.  By you consenting to be bound by and are becoming a party to this Agreement (per the second paragraph on page 1 above), you are agreeing to be bound by the additional EULAs attached hereto as Exhibits A and B.  The Software may or may not contain technology that is subject to the additional Third Party EULAs.

(p)	Gracenote Database/Data.  The Software may contain software from Gracenote, Inc. of Emeryville, California (“Gracenote”).  The software from Gracenote (the “Gracenote Client”) enables the Software to do online disc identification and obtain music-related information, including name, artist, track, and title information (“Gracenote Data”) from online servers (“Gracenote Servers”) and to perform other functions. You may use Gracenote Data only by means of the intended End-User functions of the Software.
You agree that You will use Gracenote Data, the Gracenote Client, and Gracenote Servers for Your own personal non-commercial use only.  You agree not to assign, copy, transfer or transmit the Gracenote Client or any Gracenote Data to any third party.  YOU AGREE NOT TO USE OR EXPLOIT GRACENOTE DATA, THE GRACENOTE CLIENT, OR GRACENOTE SERVERS, EXCEPT AS EXPRESSLY PERMITTED HEREIN.
You agree that Your non-exclusive license to use the Gracenote Data, the Gracenote Client, and Gracenote Servers will terminate if You violate these restrictions.  If Your license terminates, You agree to cease any and all use of the Gracenote Data, the Gracenote Client, and Gracenote Servers.  Gracenote reserves all rights in Gracenote Data, the Gracenote Client, and the Gracenote Servers, including all ownership rights.  You agree that Gracenote, Inc. may enforce its rights under this Agreement against You directly in its own name.
The Gracenote Service uses a unique identifier to track queries for statistical purposes.  The purpose of a randomly assigned numeric identifier is to allow the Gracenote service to count queries without knowing anything about who You are.  For more information, see the web page for the Gracenote Privacy Policy for the Gracenote Service.
By using the Software, You agree that the Gracenote software may submit a waveform signature to Gracenote.  A waveform signature is a distillation of the sound-wave information in the music itself and helps the Gracenote service to identify artist and title information for digital music files.  A waveform signature does not contain any information about You or Your computer, and computing the waveform signature should have no noticeable effect on the performance of Your computer.  For more information, see the FAQ (Frequently Asked Questions) page, and the Privacy Policy for the Gracenote Service.
The Gracenote Client and each item of Gracenote Data are licensed to You “AS IS.”  Gracenote makes no representations or warranties, express or implied, regarding the accuracy of any Gracenote Data from in the Gracenote Servers. Gracenote reserves the right to delete Data from the Gracenote Servers or to change Data categories for any cause that Gracenote deems sufficient.  No warranty is made that the Gracenote Client or Gracenote Servers are error-free or that functioning of Gracenote Client or Gracenote Servers will be uninterrupted.  Gracenote is not obligated to provide You with any new enhanced or additional Data types or categories that Gracenote may choose to provide in the future and is free to discontinue its online service at any time.
GRACENOTE DISCLAIMS ALL WARRANTIES EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.  GRACENOTE DOES NOT WARRANT THE RESULTS THAT WILL BE OBTAINED BY YOUR USE OF THE GRACENOTE CLIENT OR ANY GRACENOTE CDDB SERVER. IN NO CASE WILL GRACENOTE BE LIABLE FOR ANY CONSEQUENTIAL OR INCIDENTAL DAMAGES OR FOR ANY LOST PROFITS OR LOST REVENUES.
4.	Proprietary Rights.
Corel and its licensors shall own and retain all right, title, and (except as expressly licensed hereunder) interest in and to the Software, all copies or portions thereof, and any derivative works thereof (by whomever created).  The Software is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties.  Notwithstanding anything else, the Software is licensed and not sold.  All rights in the Software not specifically granted in this Agreement are reserved by Corel and its licensors.
5.	Term and Termination.
This license granted under this Agreement is effective until terminated hereunder; provided, however, that if You are only permitted to use the Software on a trial basis, this license is only effective for the trial period specified by Corel.  You may terminate the license at any time by destroying the Software (including the related documentation) together with all copies or modifications in any form.  Corel will have the right to terminate the license granted herein immediately if You fail to comply with any term or condition of this Agreement.  The license granted to You herein will terminate automatically upon any breach of Section 2 or 3.  Upon termination of this Agreement for any reason, You shall immediately stop using the Software and shall destroy and remove from all computers, hard drives, networks, and other storage media all copies of the Software.  Sections 2, 3 (except for the license grants under Section 3(g) and distribution rights under 3(i)), and 4 through 13 shall survive any termination of this Agreement.
6.	Limited Warranty.
Except if You are purchasing a Trial License, for a period of ninety (90) days from the date You purchase the Software (the “Warranty Period”), Corel and its licensors warrant only that the Software will perform substantially in accordance with the specifications stated for the Software in the accompanying written end-user documentation.  THIS WARRANTY SHALL NOT APPLY TO ANY SOFTWARE WHICH HAS BEEN ABUSED, MISUSED, DAMAGED IN TRANSPORT, ALTERED, NEGLECTED, OR SUBJECTED TO UNAUTHORIZED REPAIR OR INSTALLATION, AS REASONABLY DETERMINED BY COREL.  THE FOREGOING LIMITED WARRANTY SHALL NOT APPLY IF YOU ARE PURCHASING A TRIAL LICENSE.
NOTWITHSTANDING ANYTHING ELSE HEREIN, THE ENTIRE LIABILITY OF COREL AND ITS LICENSORS, AND YOUR EXCLUSIVE REMEDY FOR A BREACH OF THE FOREGOING WARRANTY, SHALL BE, AT COREL’S OPTION AND EXPENSE:  (A) REPAIR OR REPLACEMENT OF THE SOFTWARE WITH SOFTWARE THAT MEETS THE WARRANTY OR (B) IF REPAIRING OR REPLACING THE SOFTWARE IS NOT COMMERCIALLY PRACTICABLE IN COREL’S SOLE DISCRETION, REFUND OF THE PURCHASE PRICE PAID BY YOU, IN BOTH CASES WHERE THE SOFTWARE IS RETURNED TO COREL, WITHIN THE WARRANTY PERIOD.  For warranty claims, please go to www.corel.com.
7.	Warranty Disclaimer.
THE LIMITED WARRANTY SET FORTH IN SECTION 6 IS THE ONLY WARRANTY PROVIDED BY COREL AND DOES NOT APPLY IF YOU ARE PURCHASING A TRIAL LICENSE.  EXCEPT FOR THE FOREGOING, THE SOFTWARE AND ANY SERVICES ARE PROVIDED “AS IS” AND COREL MAKES NO WARRANTY OF ANY KIND WITH REGARD TO THE SOFTWARE OR ANY SERVICES PROVIDED BY COREL HEREUNDER.  COREL EXPRESSLY DISCLAIMS ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT.
FURTHER, COREL DOES NOT WARRANT RESULTS OF USE OR THAT THE SOFTWARE IS BUG FREE OR THAT ITS USE WILL BE UNINTERRUPTED.  COREL AND ITS LICENSORS DO NOT AND CANNOT WARRANT THE RESULTS YOU MAY OBTAIN BY USING THE SOFTWARE.  THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY MAY LAST, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.  THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM JURISDICTION TO JURISDICTION.
8.	Limitation of Liability.
NOTWITHSTANDING ANYTHING ELSE HEREIN, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, INCLUDING, BUT NOT LIMITED TO, TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, SHALL COREL OR ITS LICENSORS BE LIABLE TO YOU OR ANY OTHER PERSON (I) FOR ANY PUNITIVE, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, COMPUTER FAILURE OR MALFUNCTION, OR DAMAGES RESULTING FROM YOUR USE OF THE SOFTWARE OR THE SERVICES PROVIDED BY OR ON BEHALF OF COREL, OR (II) FOR ANY MATTER BEYOND COREL’S OR ITS LICENSORS’ REASONABLE CONTROL.  COREL’S AND ITS LICENSORS’ MAXIMUM LIABILITY FOR DAMAGES OF ANY KIND WHATSOEVER ARISING OUT OF THIS AGREEMENT SHALL BE LIMITED TO (I) THE PURCHASE PRICE PAID BY YOU FOR THE SOFTWARE OR (II) IF YOU RECEIVED THE SOFTWARE FREE OF CHARGE ON A TRIAL BASIS, FIFTY DOLLARS ($50.00), EXCEPT WHERE NOT PERMITTED BY APPLICABLE LAW, IN WHICH CASE COREL’S LIABILITY SHALL BE LIMITED TO THE MINIMUM AMOUNT PERMITTED BY SUCH APPLICABLE LAW.  THE FOREGOING LIMITATIONS SHALL APPLY EVEN IF COREL HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSION MAY NOT APPLY TO YOU.
9.	Export.
You shall comply with all export laws and restrictions and regulations of the Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control (“OFAC”), or other United States or foreign agency or authority, and You shall not export, or allow the export or re-export of the Software in violation of any such restrictions, laws or regulations.  By using the Software, You agree to the foregoing and represent and warrant that You are not located in, under the control of, or a national or resident of any restricted country.
10.	Indemnity.
You shall indemnify and hold harmless Corel from any third party claims, damages, liabilities, costs and fees (including reasonable attorney fees) arising from Your use of the Software as well as from Your failure to comply with any term of this Agreement.
11.	Government Restricted Rights.
If You are an agency, department, or other entity of the United States Government (“Government”), the use, duplication, reproduction, release, modification, disclosure or transfer of the Software, or any related documentation of any kind, including technical data or related manuals, is restricted in accordance with Federal Acquisition Regulation 12.212 for civilian agencies and Defense Federal Acquisition Regulation Supplement 227.7202 for military agencies.  This Software is commercial computer software and the related documentation is commercial computer software documentation.  The use of the Software and related documentation is further restricted in accordance with the terms of this Agreement, or any modification hereto.
12.	WARNING:  IF YOU ARE RECEIVING OR PURCHASING A TRIAL LICENSE, THE SOFTWARE MAY CONTAIN A MECHANISM THAT WILL CAUSE THE SOFTWARE TO CEASE PROPER OR FULL FUNCTIONING AFTER A CERTAIN PERIOD OF TIME.  THIS MAY OCCUR BEFORE OR AFTER EXPIRATION OR TERMINATION OF THE LICENSE, SO YOU MUST BE PREPARED FOR SUCH EVENT AT ALL TIMES AND MAY NOT RELY ON THE SOFTWARE.
13.	General.
This Agreement and the terms of any Volume License Agreement provided to You (if any) represent the complete agreement concerning this license between the parties and supersedes all prior agreements and representations between them.  This Agreement may be amended only by a writing executed by both parties.  If any provision of this Agreement is held to be illegal or unenforceable, that provision shall be limited or eliminated to the minimum extent necessary to make it legal and enforceable and this Agreement shall otherwise remain in full force and effect and enforceable.  The failure of Corel to act with respect to a breach of this Agreement by You or others does not constitute a waiver and shall not limit Corel’s rights with respect to such breach or any subsequent breaches.  This Agreement is personal to You and may not be assigned or transferred for any reason whatsoever without Corel’s prior written consent and any action or conduct in violation of the foregoing shall be void and without effect. Corel expressly reserves the right to assign this Agreement and to delegate any of its obligations hereunder.  This Agreement shall be governed by and construed under California law (without regard to its conflicts of laws provisions) as such law applies to agreements between California residents entered into and to be performed within California.  The sole and exclusive jurisdiction and venue for actions arising under this Agreement shall be the State and Federal courts in Santa Clara County, California; You hereby agree to service of process in accordance with the rules of such courts.  The party prevailing in any dispute under this Agreement shall be entitled to its costs and legal fees.
Each party recognizes and agrees that the warranty disclaimers and liability and remedy limitations in this Agreement are material bargained for bases of this Agreement and that they have been taken into account and reflected in determining the consideration to be given by each party under this Agreement and in the decision by each party to enter into this Agreement.
Questions concerning this Agreement should be sent to the address set forth below.  Any notices or correspondences will only be effective if sent to such address.
Corel Corporation
Attn: Legal Department
1600 Carling Ave.
Ottawa, ON, Canada K1Z 8R7

EXHIBIT A

THE FOLLOWING TERMS AND CONDITIONS (THE “EULA”) SET FORTH THE RIGHTS BEING LICENSED TO YOU (THE “CUSTOMER”) FOR USE OF THIS SOFTWARE. THESE RIGHTS ARE THE ONLY RIGHTS YOU HAVE TO THE SOFTWARE, SO IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS EULA, DO NOT USE THE SOFTWARE. 
ASSENT: By clicking “I Agree” below, or by opening the file package containing the Software, you agree (i) that this EULA is a legally binding and valid contract, (ii) agree to abide by all of the terms and conditions of this EULA, and (iii) agree to take all necessary steps to ensure that the terms and conditions of this EULA are not violated by any person or entity under your control or in your service. 
GRANT OF LICENSE: Licensor grants to you this personal, limited, non-exclusive, non-transferable, non-assignable license solely to use in a single copy of the Software on a single computer or device for use by a single concurrent user only, and solely provided that you adhere to all of the terms and conditions of this EULA.  The Third-Party Software distributed along with the Software is distributed pursuant to the respective license grants accompanying such Third-Party Software.  “Software” means computer software or device firmware, together with any related documentation (including design, systems and user documentation) and other materials for use in connection with such software distributed pursuant to this EULA, which in this case is DivX for Windows Pro Bundle and DivX for Mac Pro Bundle.  “Third-Party Software” means Software created and licensed to you by a company other than DivX, LLC, which may be distributed and/or installed along with the Software distributed pursuant to this EULA.  The foregoing is an express limited use license and not an assignment, sale, or other transfer of the Software or any Intellectual Property Rights (as defined below) of Licensor. 
RESTRICTIONS: 
(a) You are prohibited from copying, modifying, merging, selling, leasing, redistributing, assigning, or transferring in any matter, the Software or any portion thereof. 
(b) You may take a single copy of materials within the package or otherwise related to the Software only as required for backup purposes. 
(c) You are prohibited from reverse engineering, decompiling, translating, disassembling, deciphering, decrypting, or otherwise attempting to discover the source code of the Software.  You may not otherwise modify, alter, adapt, port, or merge the Software. 
(d) You may not remove, alter, deface, overprint or otherwise obscure Licensor patent, trademark, service mark or copyright notices. 
(e) You may not publish or distribute in any form of electronic or printed communication the materials within or otherwise related to the Software, including but not limited to the object code, documentation, help files, examples, and benchmarks. 

NO COMMERCIAL USE: This EULA grants you the right to use the Software for personal use only. Commercial use of the Software or of the work products resulting from its use is not permitted under this EULA.  If you require a commercial license, please contact Sales@divx.com. 
NO TRANSCODING: You are prohibited from using the Software with software or hardware products whose purpose is to "transcode" or convert DivX video or DivX Media Format content into an alternate format. 
COMPLIANCE WITH LAWS: You agree that in obtaining, installing, distributing, running, or otherwise making use of the Software, you will abide by all applicable laws, including without limitation intellectual property laws and export control laws. 
OWNERSHIP OF SOFTWARE: The Licensor and/or its affiliates or subsidiaries own all rights that may exist from time to time in this or any other jurisdiction, whether foreign or domestic, under patent law, copyright law, publicity rights law, moral rights law, trade secret law, trademark law, unfair competition law or other similar protections, regardless of whether or not such rights or protections are registered or perfected (the "Intellectual Property Rights"), in the Software.  ALL INTELLECTUAL PROPERTY RIGHTS IN AND TO THE SOFTWARE ARE AND SHALL REMAIN IN LICENSOR OR ITS SUPPLIERS. 
TRIALS: Components included in the Software may be subject to trial periods for the purposes of evaluation prior to purchase. Trial periods may begin either upon installation, upon first use of a component, or as the user elects when prompted by a product or its subcomponents. Upon expiration of a trial period, the Software may cease to function or continue to operate with reduced functionality. Duration of trial periods is as marketed by Licensor, indicated during installation, specified in the Software documentation, or displayed on the Software GUI. 
PRODUCT REGISTRATION: Use of some components in the Software may be governed by product registration technology. Unregistered Software may be non-functional or subject to trials. During registration, a serial number will be issued to you by Licensor or its affiliates for one or more components. Upon entering a valid serial number for a component (“registering” the component), the registered component will be released of its trial and/or nonfunctional limitations. You agree not to disclose any serial number issued to you to any third-party for any reason, except for the purposes of acquiring product support from Licensor or its affiliates. 
PRIVACY POLICY:  During the installation process and through use of the software covered hereunder, we may collect non-personally identifiable information, as well as personally-identifiable information, all as set forth in our Privacy Policy, available at http://www.divx.com/en/privacy-policy; please read it.  By using or installing the Software, you agree to the terms and conditions of the Privacy Policy. 
NOTICES: USE OF THIS PRODUCT IN ANY MANNER THAT COMPLIES WITH THE MPEG-4 VISUAL STANDARD IS PROHIBITED, EXCEPT FOR USE BY A CONSUMER ENGAGING IN PERSONAL AND NON-COMMERCIAL ACTIVITIES.  The Software contains MP3 audio coding technology and mp3 Surround audio coding technology (the “MP3 Technology”) subject to patents licensed from Fraunhofer IIS (“Fraunhofer”), Agere, and/or Thomson Licensing S.A. (“TLS”). 
AFFILIATE OFFERS: During the installation process you may be offered software components on behalf of Licensor's affiliates. Such offers are optional and do not affect your use of the Software or your eligibility for trials and product registration. Installation and use of affiliate software is subject to the terms of use, end user license agreement and/or privacy policy set by the affiliate for their products. In addition, you agree not to: (a) tamper or modify the installation screen displays or display flows for such affiliate products; and (b) distribute the Software or affiliate software with any adware, third party peer-to-peer software, spyware, malware or other malicious programs or code.  
TERM: This EULA is effective until terminated.  You may terminate this EULA at any time by uninstalling the Software. Upon any termination, you agree to uninstall the Software and return or destroy all copies of the Software, any accompanying documentation, and all other associated materials. 
GOVERNING LAW: This EULA shall be governed by the laws of the State of California and by the laws of the United States, excluding their conflicts of law principles. The United Nations Convention on Contracts for the International Sale of Goods (1980) is hereby excluded in its entirety from application to this License. 
WARRANTIES AND DISCLAIMER: 
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SOFTWARE IS PROVIDED "AS IS". THERE ARE NO WARRANTIES UNDER THIS EULA, AND LICENSOR DISCLAIMS ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE, OR THE WARRANTY OF NON-INFRINGEMENT. 
SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY MAY LAST, SO THE LIMITATIONS ABOVE MAY NOT APPLY TO YOU OR MAY ONLY APPLY TO YOU IN PART.  IF CALIFORNIA LAW IS NOT HELD TO APPLY TO THIS AGREEMENT FOR ANY REASON, THEN IN JURISDICTIONS WHERE WARRANTIES, GUARANTEES, REPRESENTATIONS, AND/OR CONDITIONS OF ANY TYPE MAY NOT BE DISCLAIMED, ANY SUCH WARRANTY, GUARANTEE, REPRESENTATION AND/OR CONDITION IS: (1) HEREBY LIMITED TO THE PERIOD OF EITHER (A) THIRTY (30) DAYS FROM DOWNLOADING THE SOFTWARE OR (B) THE SHORTEST PERIOD ALLOWED BY LAW IN THE APPLICABLE JURISDICTION IF A THIRTY (30) DAY LIMITATION WOULD BE UNENFORCEABLE; AND (2) LICENSOR’S SOLE LIABILITY FOR ANY BREACH OF ANY SUCH WARRANTY, GUARANTEE, REPRESENTATION, AND/OR CONDITION SHALL BE TO PROVIDE YOU WITH A NEW COPY OF THE SOFTWARE. 
IN NO EVENT SHALL LICENSOR OR ITS SUPPLIERS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOSS OF USE, DATA OR PROFITS, WHETHER OR NOT LICENSOR HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND ON ANY THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE SOFTWARE.  SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.  THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. 
SEVERABILITY: In the event any provision of this EULA is found to be invalid, illegal or unenforceable, the validity, legality and enforceability of any of the remaining provisions shall not in any way be affected or impaired and a valid, legal and enforceable provision of similar intent and economic impact shall be substituted therefore. 
ENTIRE AGREEMENT: This EULA sets forth the entire understanding and agreement between you and Licensor, supersedes all prior agreements, whether written or oral, with respect to the Software, and may be amended only in a writing signed by both parties. 
DivX, LLC 4780 Eastgate Mall San Diego, California 92121 October 13, 2010 



























EXHIBIT B

(1) End User is granted only a personal, nontransferable, and nonexclusive right to use the Licensed Property (meaning “products and/or services licensed by Rovi Corporation to Corel”) only for personal use of the End User. 
(2) Corel and/or its licensors retain all of their intellectual property rights in the Licensed Property, and no title to such intellectual property is transferred to the End User. 
(3) End User agrees not to: (i) assign, copy, transfer or transmit the Licensed Property to any third party; (ii) use or exploit the Licensed Property, except as expressly permitted herein; (iii) decompile, disassemble or reverse engineer the Licensed Property or any component thereof;  (iv) remove any copyright, trademark, trade names, logos or other intellectual property notices in the Licensed Property; or (v) sell, distribute, syndicate, publish, disclose lease, license transfer or otherwise use the Licensed Property, or any portion thereof, other than as expressly provided in these provisions. 
(4) End User agrees to comply with all export and re-export restrictions and regulations of the Department of Commerce or other United States agency or authority, and not to transfer, or authorize the transfer, of the Licensed Property to a prohibited country or otherwise in violation of any such restrictions or regulations. 
(5) End User agrees that the license to use the Licensed Property granted herein will terminate if End User violates these restrictions. In addition, Corel and/or its licensors may revoke or terminate this license at any time in its sole discretion. If End User’s license terminates, End User agrees to cease any and all use of the Licensed Property. End User agrees to defend, indemnify and hold harmless Corel, its licensors and their respective affiliates from all liabilities, claims and expenses, including attorneys’ fees arising from End User’s breach of these provisions. 

(6) The Licensed Property and documentation (if any) are considered “commercial computer software” and “commercial computer software documentation”, respectively, pursuant to DFAR Section 227.7202 and FAR Section 12.212, as applicable.  Use, duplication or disclosure of the Licensed Property (and documentation, if any) by the U.S. Government is prohibited without a written agreement of Corel. 
(7) Corel’s licensors are third party beneficiaries to this agreement. 
(8) THE LICENSED PROPERTY AND COMPONENTS THEREOF ARE PROVIDED “AS IS.”  ROVI MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE ACCURACY OF THE SOFTWARE LICENSED PROPERTY INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. CUSTOMER AND/OR ITS LICENSORS DO NOT WARRANT, GUARANTEE OR MAKE ANY REPRESENTATIONS REGARDING THE CORRECTNESS, ACCURACY, RELIABILITY, CURRENTNESS OR THE RESULTS THAT WILL BE OBTAINED BY END USER’S USE OF THE LICENSED PROPERTY.   
(9) IN NO CASE WILL COREL OR ITS LICENSORS BE LIABLE TO END USER OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR OTHER DAMAGES INCLUDING WITHOUT LIMITATION ANY LOST PROFITS OR LOST REVENUES OR INTERRUPTION OF BUSINESS UNDER ANY THEORY OF LAW, INCLUDING CONTRACT, TORT, NEGLIGENCE, INDEMNITY, STRICT LIABILITY, PRODUCT LIABILITY, OR OTHERWISE ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF THE SOFTWARE LICENSED PROPERTY.  IN NO EVENT WILL COREL OR ITS LICENSORS’ LIABILITY FOR DAMAGES WITH RESPECT TO THE LICENSED PROPERTY BE IN EXCESS OF TEN DOLLARS REGARDLESS OF THE FORM OF THE CLAIM.  SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO END USER.  
(10) This application allows end users to access data (“Data”) over the Internet or otherwise from proprietary databases (the “Databases”) and to perform other functions only by means of the intended and authorized End User functions of this application software.   
(11) If End User’s license terminates, End User agrees to immediately purge, delete and uninstall all copies of the Data from its computer system and from any other storage device or medium under its ownership, access or control. 
(12) Corel and/or its licensors reserve the right to delete data from the Databases or to change data categories for any cause that Corel and/or its licensors deem sufficient.  No warranty is made that the Licensed Property is error-free or that functioning of Licensed Property will be uninterrupted.  Corel and/or its licensors are not obligated to provide End User with any new, enhanced or additional data types or categories that Corel and/or its licensors may choose to provide in the future and are free to discontinue its online services at any time, without any obligation to End User. 
(13) To the extent that End User provides any information or original works of authorship to be added to Databases, End User represents and warrants that End User is the sole author of such work(s) and further hereby assign to Corel and/or its licensors all intellectual property and proprietary rights therein, including the right to register the copyright in such work(s) as part of the Database. Any data provided by an End User is used by Rovi in accordance with Rovi’s Privacy Policy. 

Privacy Policy for the Lasso Application

This privacy policy relates to the Lasso Media Recognition Technology (“Lasso”) application provided by Rovi Corporation and its corporate affiliates (“Rovi”, “We” or “Us”) as part of this software. This document provides details on the data that is accessed by Rovi via Lasso and the purposes for which such data is used. 


Access to data via Lasso:
Lasso accesses the following data using your IP address for purposes described below: 


Device information

(i)	Data: Lasso version, language of the operating system, and unique device ID, client and server id. 

Purpose: This information is used to ensure that you are authorized to use the Lasso service and to provide applicable data to your device. 


(ii)	Data: IP address

Purpose: This information is used by Lasso using your device’s internet connection. A version of your IP address is also used to ensure that we maintain sufficient server capacity for the number of individual Lasso applications accessing our system to maximize speed and efficiency.

Digital file information

Data: media metadata, file names, and other textual file recognition data regarding your digital files. 

Purpose: This information is provided to and by our Lasso server to ensure the Lasso Service  presents you with appropriate tags and descriptions for your digital files to help you manage your digital media files.

Our use of your information.

We will use the information that your device provides to us for our Lasso services. We will also use the information for statistical purposes as well as product development and research. We may use your data for a recommendations service if you should subscribe to this service in the future. We will not transfer the information to third parties outside Rovi except in an aggregated and anonymised form as described below. We may aggregate your data with other data and carry out research, product and service development in order to offer improved results to end users. We may provide anonymised aggregated data to third parties, but it would be impossible for any such third party to identify you.    

All information collected via Lasso is anonymous. No contact information other than your IP address is collected via the Lasso Service and Rovi does not know who you are or which household you live in. Except in relation to providing the Lasso service, we shall not attempt to identify you via your IP address nor shall we allow third parties to do so, unless required by law.  

Please note that it is not possible to disable access to the above data. This is because the Lasso service’s primary function is to provide you with data from our service.

If required by applicable law, information obtained from the use of the Lasso Service may be disclosed to government bodies and agencies for crime prevention, fraud and other law enforcement, legal and regulatory purposes. We may also disclose your information when we determine it is necessary to protect the interests of safety of us, our group companies or visitors to the Lasso Service.

What if I visit third party websites?

If the Lasso application contains links to any websites hosted and controlled by third parties then the third parties and others may collect data about you when you click on such links. They are entirely responsible for the data they collect and it is outside our control. We advise you to check the terms of use and privacy policies of any third party website you visit to find what data is collected and how it is used.

Will this agreement be updated?

This agreement may be updated from time to time to reflect changes to applicable law and/or changes in the way Lasso services are provided to you. Updates will apply only to information we collect going forward.
OVERSEAS TRANSFERS AND PROCESSING OF YOUR INFORMATION
Your personally identifiable information may be used by us and our affiliates, subsidiaries and our suppliers who may be located in countries outside the country where you are located. By providing your personal information to us you consent to us and our suppliers processing your data in any jurisdiction in accordance with this privacy policy.
How can you contact us?

In North America and the rest of the world except Europe, the processing of the above information is carried out under the control of Rovi Corporation. Rovi Corporation is a Delaware corporation having its principal place of business located at 2830 De La Cruz Boulevard, Santa Clara, California 95050, USA.

In Europe, the processing of the above information is carried out under the control of Rovi Europe Limited. Rovi Europe Limited is incorporated in England with registered number 0296781 and registered office Malvern House, 14-18 Bell Street, Maidenhead, Berkshire SL6 1BR. 

If you have any queries regarding privacy you can contact Rovi at policies@rovicorp.com. 

In North America and the rest of the world except Europe, this agreement and the processing of data accessed via your Lasso application shall be governed by the laws of California USA and shall be governed by and interpreted in accordance with the laws of the State of California, U.S.A., as applied to an agreement between two residents of California to be wholly performed in California.

In Europe, this agreement and the processing of data accessed via your Lasso application shall be governed by the laws of England and shall be subject to the exclusive jurisdiction of the English Courts.

If you have any queries regarding privacy you can contact Rovi at policies@rovicorp.com. This document was last updated February 1, 2011.


