SOFTWARE LICENSE AGREEMENT IMPORTANT-READ CAREFULLY: This is an agreement between you (either an individual or a single entity) and the Interuniversitair Micro-Electronica Centrum vzw, with its registered office at Kapeldreef 75, 3001 Leuven, Belgium, Register of Legal Entities Leuven VAT BE 0425.260.668, (hereinafter "Licensor"). Please read this Software License Agreement (further referred to as the "Agreement") carefully before installing or using the proprietary computer software package identified in Appendix A attached hereto and further referred to as the "Program". For your perfect understanding note that the proprietary computer software package, any associated software, services, media, printed material, electronic documentation and related methods and techniques shall be considered as being part of the Program . By the installation and the use of the Program: (i) you are accepting and you are bound by the terms of this Agreement; (ii) you acknowledge to have read, understood and accepted the terms and conditions contained in this Agreement. This Agreement represents the entire agreement concerning the Program between you and Licensor, and it supersedes any prior proposal, representation or understanding between the parties. The Program is protected by applicable laws, including copyright laws and international copyright treaties, as well as other intellectual property right laws and treaties. The Program is distributed free of charge, upon acceptance of this Agreement . Article 1 - Scope of the License 1.1. The Licensor hereby grants to you, and you accept, for the duration of this Agreement, free of charge, a non-exclusive and non-transferable license on the Program, without the right to grant sub-licenses to install, display and use the Program for solely non-commercial demonstrational use of the Program within the scope of the Multicube Project (hereinafter referred to as the "Project"); 1.2. You do not have the right to use the Program in any other way or for any other purpose than those set forth in article 1.1 of this Agreement, and shall not in any way dispose of or transfer the Program, in whole or in part to any other person or entity. 1.3. You may NOT (attempt to) (i) translate, decompile, alter, reverse-compile or disassemble all or any part of the Program or derive source code from the Program; (ii) distribute, rent, lease, sell, offer to sell, license or transfer the Program to any third party or use the Program for the performance of any commercial service; (iii) use the Program for any commercial purpose ; or (iv) benchmark the performance of the Program against any other existing software program. 1.4. Licensor may equip the Program with a key or mechanism to limit its use to a specific time or to otherwise restrict its use, and you agree not to circumvent such mechanism. Article 2 - Proprietary rights 2.1. You acknowledge and agree that the Program is subject to Licensor's proprietary rights and constitutes confidential, proprietary and trade secret information of Licensor. 2.2. You further acknowledge and agree that Licensor is and shall remain the sole owner of all rights in and to the Program and all updates, upgrades, patches, improvements, modifications or derivative works thereof and you agrees to take whatever action is necessary to perfect Licensor's ownership thereof. 2.3. In relation to the Program, no rights are assigned or transferred to you. This Agreement does not convey to you an interest in or to the Program, but only a limited and revocable right to use the Program in accordance with the terms of this Agreement. Article 3 - Term and Termination 3.1 This Agreement shall have effect as from date of installation or use of the Program, whichever is earlier. 3.2. You or Licensor may terminate this Agreement at any time by means of a written notice to the other party. Upon such termination, you agree to immediately stop using the Program and return all copies and portions thereof to Licensor. Article 4 - Liability 4.1. THE PROGRAM (AND UPON LICENSORS SOLE DECISION ANY UPDATES, UPGRADES AND PATCHES THEREOF) ARE PROVIDED TO YOU ON AN "AS IS" BASIS WITHOUT ANY WARRANTY OF ANY KIND, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTIBILITY, FITNESS FOR ANY PARTICULAR PURPOSE OR THE ABSENCE OF INFRINGEMENT ON THIRD PARTY PATENTS OR OTHER PROPRIETARY RIGHTS. 4.2. LICENSOR DISCLAIMS ANY LIABILITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES OR LOST PROFITS OF ANY KIND WHATSOEVER, ARISING OUT OF THE USE OR THE INABILITY TO USE THE PROGRAM EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 4.3. LICENSOR FURTHER DISCLAIMS LIABILITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES OR LOST PROFITS OF ANY KIND WHATSOEVER, ARISING OUT OF THE IMPLEMENTATION OF THIS AGREEMENT, BREACH OF CONTRACT, TORTUOUS CONDUCT OR OTHERWISE EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 4.4. You agree to indemnify and hold harmless Licensor from any claim by a third party arising out of or related to your use of the Program. You shall indemnify Licensor for any damages, losses and all costs and expenses resulting from or in any manner arising out of or in connection with the disclosure of the Program by you, your employees, consultants and/or students to persons not authorised under this Agreement. Article 5 - Invalidity 5.1. If any provision, or part of any provision of this Agreement, or the Appendixes hereto, is invalidated by operation of law or otherwise, that provision or part will to that extent be deemed omitted and the remainder of this Agreement, or applicable Appendix, will remain in full force and effect. In place of any such invalid provision or part thereof, the Parties undertake to agree on a similar but valid provision the effect of which is as close as possible to the original intention of the parties. 5.2. The rights and obligations arising out of this Agreement may not be assigned or transferred by you to any third party, without Licensor's prior written consent, and any attempt of assignment or transfer in contradiction with the provisions set forth herein shall be considered null and void. Article 6 - Governing law and venue This Agreement shall be governed by Belgian law. All disputes between the Parties in connection with this Agreement shall first be discussed in good faith between the Parties, in order to try to find an amicable solution. However should a dispute relating to this Agreement arise which cannot be solved amicably, then the Parties hereby agree the courts of Brussels, Belgium, to be the only competent courts to take notice of this dispute. Appendix A Licensed Software Description of the licensed Program "MPEG4 encoder" : The licensed MPEG4 software consists of dynamically linking libraries executing six different versions of MPEG4 encoder software. This MPEG4 encoder software is available on following Linux distributions: Ubuntu 9.x, RedHat Enterprise Linux 4.x and Fedora 13. Support for other platforms is not available. Further, the Licensor would not be providing additional updates on these platforms.