IMPORTANT-----READ CAREFULLY
BEFORE DOWNLOADING THIS SOFTWARE

BY DOWNLOADING OR USING THIS SOFTWARE, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS LICENSE AGREEMENT, THAT YOU UNDERSTAND IT, AND THAT YOU AGREE TO BE BOUND BY ITS TERMS. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT, PROMPTLY EXIT THIS PAGE WITHOUT DOWNLOADING THE SOFTWARE.

1.Grant of License (WHAT YOU MAY DO):
Avid ("Licensor") hereby grants to you a non-exclusive license to use the program and/or program update with which this license is distributed (the "Software"), including any documentation files accompanying the Software (the "Documentation") on a single server (if the Software is server based) or personal Computer or Mac (if the Software is PC or Mac based) to support one user, and to make one (1) backup copy of the Software, provided that (i) the Software is installed on only one (1) server or PC or Mac, as the case may be; (ii) the Software is NOT modified; (iii) all copyright notices are maintained on the Software; and (iv) you agree to be bound by the terms of this license agreement. You may transfer the Software to other computers you own so long as you only use the Software on one computer at a time.

The Software and Documentation shall be used only by you and your employees, and only for your own personal use or your internal business use, and shall not be used in the operation of a service bureau or for the benefit of any other person or entity without the prior written permission of Avid.

2.Copyright Remains in Avid; No Transfer of Ownership:
This is a license only. No ownership interest in the Software or Documentation is transferred hereby, which ownership shall remain in Licensor. Any use of the Software by any person, business, proprietorship, corporation, company, government entity or agency or any other entity not in strict conformance and compliance with the terms and conditions of this license agreement is strictly forbidden and shall constitute a violation of this license agreement and applicable copyright law throughout the world. It is acknowledged and agreed that the Software and Documentation licensed herein is covered by the Copyright Law of the United States of America, and by the Treaties of Berne, Buenos Aires and the UCC and all related and subsequent conventions and treaties, all rights not specifically granted herein being reserved to Licensor.

3.Restrictions (WHAT YOU MAY NOT DO):
You may NOT publish, display, disclose, rent, lease, modify, loan, distribute, or create derivative works based on the Software or any part thereof. You may NOT reverse engineer, develop, decompile, translate, adapt or dissemble the Software, not shall you attempt to create the source code from the object code of the Software. You may not transmit the Software over any network or between any devices. In addition, this license agreement is made subject to any and all law, regulations, governmental orders and/or other restrictions regarding export from the United States of America of software and/or information about software. You shall NOT EXPORT Software or Documentation without the prior written consent of Licensor and then only in full compliance with all such law, regulations, orders and other restrictions.

4.No Warranty and Limitations on Liability:
a. In order to provide you with this free service, Licensor is unable to offer or provide any warranty or make any representation about any benefit or opportunity which you may obtain from Software or Documentation. Should the Software not perform in accordance with any expectation you may have, your exclusive remedy, and Licensor's sole obligation under this warranty shall be, at Licensor's sole discretion, correction of the defect or, in the case of purchase of the product with which Software is operated, refund of the purchase price paid for such product. Any use by you of the Software is at your risk. This limited warranty is the only warranty provided by Licensor regarding the Software and, except for this limited warranty, the Software and the Documentation is provided "AS IS." To the maximum extent provided by law (some jurisdictions do not allow waiver or exclusion of implied warranties), Licensor disclaims all other warranties of any and all kinds, either expressed or implied, including without limitation, implied warranties of merchantability and fitness for particular purposes. Licensor does not warrant that the functions contained in the Software will meet any requirements or needs you may have, or that the Software will operate error free, or in an uninterrupted manner, or that any defects or errors in the Software will be corrected, or that the Software is compatible with any particular platform.
B IN ORDER TO PROVIDE YOU WITH THIS FREE SERVICE, LICENSOR IS UNABLE TO ACCEPT ANY LIABILITY FOR ANY CONDUCT, ACTS, OMISSION OR DEFECT OCCURRING WITH RESPECT TO OR IN SOFTWARE OR DOCUMENTATION. IN NO EVENT WILL LICENSOR BE LIABLE TO YOU OR ANY PERSON FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, INDIRECT, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS INFORMATION) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE OR ANY PROGRAM USING SOFTWARE, NOR WILL LICENSOR BE LIABLE FOR ANY CLAIM BY ANY OTHER, THIRD PARTY, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. LICENSOR'S LIABILITY WITH REGARD TO LICENSOR'S OBLIGATIONS UNDER THIS LICENSE AGREEMENT OR OTHERWISE WITH RESPECT TO THE SOFTWARE AND DOCUMENTATTION SHALL NOT EXCEED THE PURCHASE PRICE OF THE PRODUCT WITH WHICH THE SOFTWARE IS TO BE USED (IN THE CASE OF INITIAL PURCHASE) OR THE FEE, IF ANY, PAID WITH RESPECT TO THE DOWNLOAD OF UPDATE. SOME JURISDICTIONS MAY NOT ALLOW WAIVER, LIMITATION OR EXCLUSION OF LIABILITY FOR CONSEQUENTIAL AND/OR INCIDENTAL DAMAGES.

5.Government Restrictions:
This Software, including Documentation, is provided with RESTRICTED RIGHTS. Use, duplication or disclosure by any Government or Governmental agency is subject to restrictions as set forth in subparagraph (b)(3) of the Rights in Technical Data and Computer Software clause of DFARS 252.227-7013 or subparagraph (c), (1) and (2) of the Commercial Computer Software-Restricted Rights clause of 48 CFR 52.227-19, as amended, or any successor or substantially similar or comparable regulations and/or restrictions .

6.Termination:
This license agreement is effective upon acceptance by clicking the installer links above, and remains effective until terminated. You may terminate this license agreement at any time by destroying or returning to Licensor all copies of the Software and Documentation in you possession, custody or control. Licensor may terminated this license agreement if Licensor determines that you have violated, failed to observe and/or breached any of terms or conditions of this license agreement. Upon notification by Licensor of any such termination, you agree to destroy or return to Licensor all copies of Software and Documentation, in whatever form Software and Documentation exists in the possession, custody or control of Licensee, i.e. you, and you agree, if so requested by Licensor, to certify in writing that all copies, including backup copies, and including any originals, have been destroyed. All provisions relating to confidentiality, proprietary rights, trade secrets and non-disclosure shall survive any termination of this license agreement.

7. Miscellaneous:
This license agreement shall be construed, interpreted and governed by the laws of the State of California without regard to its conflict of laws rules and law pertaining thereto. Any civil action, lawsuit and/or arbitration resolution shall be conducted only in the County of San Mateo, State of California, and you agree to submit yourself to the jurisdiction thereof for purposes of such action, suit or resolution. This license agreement constitutes the sole and entire agreement between the parties hereto, and any modification of the terms and/or conditions shall only be effective if in writing and signed by the parties hereto. If any part of this license agreement if found or determined to be invalid or otherwise unenforceable by a court of competent jurisdiction, the remainder of this license agreement shall be interpreted and enforced to the extent possible to achieve substantially the effect of this license agreement as set forth herein.