EditShare Manager software and EditShare Client software (including but not limited to EditShare Connect and EditShare Enabler clients)

END-USER LICENSE Agreement

IMPORTANT-READ CAREFULLY: This End-User License Agreement ("Agreement") is a legal agreement between you, either an individual or a single entity, (Licensee) and EditShare LLC, 3 Brook Street, Watertown, MA 02472 USA (EditShare) regarding the EditShare Software identified above. BY INSTALLING THE EDITSHARE DONGLE AND BY INSTALLING (AS APPROPRIATE) OR USING THE ABOVE-IDENTIFIED SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE, DO NOT OPEN THE EDITSHARE DONGLE ENVELOPE OR INSTALL OR USE THE DONGLE OR INSTALL (AS APPROPRIATE) OR USE THE ABOVE-IDENTIFIED SOFTWARE.


1. DEFINITIONS (as used in this Agreement):

(a) "Software" means the EditShare Manager and EditShare Client (including but not limited to EditShare Connect and EditShare Enabler) software, in object code only, delivered by EditShare to Licensee, the authorization key contained in the Dongle, and all EditShare-authorized maintenance updates, replacements or modifications of the EditShare Manager and EditShare Client software provided to Licensee for use under the terms of this Agreement.  Software does not include Third Party Software or Open Source software (such as Linux) which has been provided to Licensee on the EditShare-supplied Server.

Third Party Software means the software delivered by EditShare with the System that must be licensed from a commercial third party other than EditShare, including but not limited to the 3ware tdm RAID management program and the Belkin Bulldog Uninterruptible Power Supply management program. By opening the EditShare Dongle Envelope, Licensee accepts the licensing terms of the Third Party Software delivered with the System. IF LICENSEE DOES NOT ACCEPT THE TERMS OF THE THIRD PARTY SOFTWARE LICENSE AGREEMENTS, LICENSEE SHOULD NOT OPEN THE EDITSHARE DONGLE ENVELOPE OR USE THE SYSTEM; AND SHOULD RETURN THE SYSTEM TO LICENSEES PLACE OF PURCHASE FOR A FULL REFUND.

(b) Server means the Linux-based EditShare computer server to be purchased by Licensee from EditShare in conjunction with the Software. The Server includes all hardware components inside the Server case (motherboard, CPU, memory, disk drives, Serial ATA Controller Card, etc.). Server does not include Other Hardware or any software or firmware that may come preinstalled on any of the hard drives or ROM chips inside the Server.

(c) "Other Hardware" means the equipment, other than the Server, to be purchased by Licensee from EditShare in conjunction with the Software and the Server, and includes a Belkin uninterruptible power supply, and an SMC Gigabit Ethernet Switch. Other Hardware may contain refurbished parts. Other Hardware excludes any equipment not packaged by EditShare for sale with the Software and Server.

(d) "Documentation" means the user guides, reference manuals, installation materials and other written materials (in whatever format, including electronic or hard copy) relating to the complete System delivered by EditShare to Licensee.

(e) "Dongle" means the Hardware/Software "authorization key" packaged by EditShare with the Software (or any EditShare-authorized replacement provided to Licensee) and which contains a unique series of data elements which enables the use of the Software and which authorizes the use of a specific amount of RAID Hard Disk storage with the Software.

(f) "System" means the sum of the Software, Server, Other Hardware, Dongle and Documentation delivered by EditShare to Licensee.

(g) Limited Warranty Period means the 90-day period from the date the Licensee first installs or uses the EditShare System. Even though this End User License Agreement may appear during the installation phase of  multiple components of EditShare Software, a new Limited Warranty Period will NOT be granted each time Licensee installs the software included with the system. Nor will a new Limited Warranty Period be granted when Licensee installs maintenance or update releases.


2. GRANT OF LICENSE.

EditShare grants Licensee the following non-exclusive, non-transferable (except as provided below) license rights, without the right to sub-license, subject to the terms and conditions of this Agreement:

 * Use. A non-exclusive license to use the EditShare Manager Software solely on the EditShare Server (and only with EditShare-supplied authorized hard disk storage) and in conjunction with the Other Hardware. In addition, a non-exclusive license to use the EditShare Client Software solely on client workstations that are linked via a network connection to an EditShare Server .

 * Documentation.  A non-exclusive license to use the Documentation in conjunction with the System.

 * Backup Copy. A non-exclusive license to make and store one backup copy of the Software solely for the purposes of restoring or reinstalling the Software in the event of a hard drive failure.

* Reservation of Rights. EditShare reserves all rights not expressly granted to Licensee in this Agreement.


3. LICENSE DOES NOT INCLUDE HARDWARE

This Agreement is not a license to use the Server and Other Hardware as Licensee is purchasing (or has purchased) those components of the System, and Licensee is the owner of those components once the sale is completed. However, as stated above, Licensees rights to use the Software is contingent upon Licensee using it with the Server and Other Hardware. As long as Licensee maintains the Software on the Server and this Agreement remains in effect, any modifications to the Server and Other Hardware not specifically authorized by EditShare (including the installation of other software not approved by EditShare) will violate the terms of this Agreement.


4. SOFTWARE UPDATES.

This Agreement applies to any maintenance updates of the Software that EditShare may, without cost to Licensee, provide or make available to Licensee after the date Licensee obtains the initial System, unless EditShare provides other terms along with the maintenance updates.


5. TITLE

The Software and Documentation included with this System are protected by patents, copyright and other intellectual property laws and treaties, and this Agreement is not a sale of the Software, the Documentation or any copy thereof.  EditShare and its licensor's retain all rights, title, interest, and ownership of the Software and the Documentation, including patents, copyrights, trademarks, trade secrets and other proprietary rights applicable thereto, and all copies, regardless of the form or media on or in which the original or any copy may exist. The Software and the Documentation are protected by United States, Canadian, European and other applicable laws and by international treaty provisions.  Except as stated herein, this Agreement does not grant Licensee any rights to patents, copyrights, trade secrets, trademarks or any other rights in respect of Software, Hardware, and Documentation.


6. TERM

This Agreement is effective until terminated.  Licensee may terminate the license at any time by returning the Software and all Documentation to EditShare LLC and by removing the Software and all copies thereof from the Server and from client workstations.  EditShare may terminate this agreement if Licensee fails to comply with any term or condition contained herein.  Within seven days of EditShare's termination of this Agreement, Licensee will return to EditShare the original and all copies of the Software and the Documentation.  The Dongle (which contains proprietary authorization keys) shall also be returned to EditShare.


7. TRANSFER TO THIRD PARTIES.

a) Licensee, the initial end user of the System, may make a one-time transfer of the System to a Third Party (Transferee).  The transfer must include all component parts of the System, all copies of the Software, all Documentation, and this Agreement. The Transferee must agree, in advance of receiving the System, to all the terms of this Agreement, and the Transferee must contact EditShare to indicate that agreement. Licensee must also contact EditShare prior to making any such transfer.  If this transfer occurs before the end of the Limited Warranty Period, then the Limited Warranty will carry over to the Transferee until such time when the Limited Warranty would have expired for the original end user. In some jurisdictions, EditShare may require the payment of a transfer fee to cover the administrative expenses associated with the transfer.

(b) Notwithstanding the foregoing, Licensee may rent the System and Client Software to a third party for a temporary, defined period provided that: (i) Licensee does not rent the Software separate from the Server, Other Hardware and Dongle; (ii) Licensee remains responsible for all obligations laid out in this Agreement and hereunder; (iii) Licensee ensures that the third party renters use of the System is in accordance with the terms of this Agreement; (iv) and Licensee provides renter with a copy of this Agreement; (v) Licensee notifies EditShare on request of the location of the System; (vi) Licensee removes any Client Software installed on third party's client workstations at the end of the rental; and (vii) Licensee indemnifies, defends and holds EditShare harmless from and against any claims or liabilities that may arise from Licensees rental of the System.

(c) If you are renting the System from the Licensee who obtained the System from EditShare, you shall be bound by all the terms and conditions of this Agreement to the same extent as such Licensee; provided, however, that (i) EditShare makes no warranties to you under Section 10 below; (ii) you shall not be entitled to any Software maintenance and support, if any, provided by EditShare; and (iii) you shall have no right to rent the System to any other parties.


8. LIMITATION ON REVERSE ENGINEERING, DE-COMPILATION, DISASSEMBLY, AND CIRCUMVENTION OF COPY PROTECTION MEASURES.

The Software comes with a USB or Serial Dongle which, at all times, must be attached to the Server on which the EditShare Manager Software is running. The EditShare Manager Software is designed not to run without the Dongle attached to the Server. Licensee agrees not to attempt to circumvent this protection in any manner.

Licensee will take all reasonable steps to safeguard the Software, and the Documentation and to ensure that no unauthorized persons have access to the Software or the Documentation, and that no persons authorized to have such access shall take any action which would be prohibited by this Agreement if taken by Licensee.

Licensee may not reverse engineer, decompile, or disassemble the Software, provided, however, that (i) if Licensee is located in the European Union or Norway, if reproduction of the code and translation of its form are necessary to obtain the information required to achieve the interoperability of the Software with other programs, Licensee shall inform EditShare in writing accordingly and EditShare shall notify Licensee within twenty (0) business days from receipt of Licensees request that: (A) EditShare will perform the work in order to achieve such interoperability and charge Licensee a reasonable expense allowance for such work, or (B) Licensee itself is entitled to undertake those actions, but only to the extent required to achieve the interoperability of the Software with other programs; and (ii) if Licensee is not located in the European Union or Norway, this Section gives Licensee specific legal rights, and Licensee may also have other rights which vary from jurisdiction to jurisdiction. Licensee will include and will not alter or remove any copyright, patent, trade secret, proprietary and/or other legal notices contained on or in the System, including the Software, Dongle, or the Documentation.



9. CONFIDENTIALITY

Licensee acknowledges that the System contains proprietary and confidential property of EditShare and/or EditShare's licensor's embodying trade secrets (collectively, "Confidential Information").  Confidential Information includes, but is not limited to, (a) the form and substance of the Graphical User Interface of the Software, (b) information that could reveal how the Software works; (c) the Documentation.  Licensee will not disclose, provide or otherwise make available any such Confidential Information to any person other than Licensee's employees, renters, Transferee's and/or consultants who need to have access thereto to carry out their duties and who are bound by appropriate confidentiality or nondisclosure agreements.

All copies or partial copies of the Software or Documentation, whether in printed, machine-readable or other form, shall be considered part of the Software or Documentation and shall be subject to this Agreement.  Except as expressly provided herein, Licensee may not copy, nor encourage or allow copying of, the Software or Documentation.  Licensee may not cause or permit the disclosure, copying, licensing, sub-licensing, leasing, dissemination or other distribution of the Software or the Documentation by any means or in any form, without the prior written consent of EditShare.


10. EXPORT RESTRICTIONS.

Licensee acknowledges that the System is of U.S. origin and subject to U.S. export jurisdiction.  Licensee agrees to comply with all applicable international and national laws that apply to the Product, including the U.S. Export Administration Regulations, as well as end-user, end-use, and destination restrictions issued by U.S. and other governments.


11. LIMITED WARRANTY

(a) EditShare warrants solely to Licensee that the System, unmodified by Licensee, and operated under normal, proper and intended circumstances, and updated with all maintenance releases or corrections delivered by EditShare, will function substantially in accordance with EditShare's published specifications for the Limited Warranty Period. If an implied warranty or condition is created by Licensees state/jurisdiction and federal or state/provincial law prohibits disclaimer of it, Licensee also has an implied warranty or condition, BUT ONLY AS TO DEFECTS DISCOVERED DURING THE LIMITED WARRANTY PERIOD. AS TO ANY DEFECTS DISCOVERED AFTER THE LIMITED WARRANTY PERIOD, THERE IS NO WARRANTY OR CONDITION OF ANY KIND.  Some states/jurisdictions do not allow limitations on how long an implied warranty or condition lasts, so the above limitation may not apply to Licensee.

Licensees sole remedy and EditShare's exclusive liability for a breach of this limited warranty shall be, at EditShare's option, the repair or replacement of the non-conforming System component.  EDITSHARE AND ITS RESELLERS, DISTRIBUTORS AND licensor's DO NOT WARRANT THAT YOUR USE OF THE SYSTEM WILL BE UNINTERRUPTED OR ERROR-FREE.

(b) Licensee is responsible for any shipping charges to send the System to EditShare for warranty service evaluation. If EditShare determines that the System, or the component parts thereof, for which Licensee has requested warranty service are not eligible for warranty service, Licensee will pay or reimburse EditShare for all reasonable costs of investigating and responding to such request at EditShare's then prevailing time and materials rates.  If EditShare provides repair service or replacement parts that are not covered by the warranty provided in this Section, Licensee will pay EditShare at EditShare's then prevailing time and materials rates.

(c) EditShare shall have no obligation to provide warranty or maintenance service in respect of claims resulting, in whole or in part, from (i) catastrophe, fault or negligence, (ii) improper or unauthorized use or repair of the System, (iii) use of any System in a manner for which it was not designed, (iv) causes external to the System such as, but not limited to, power failure or electric power surges, (v) use of the System in combination with equipment or software not supplied or approved by EditShare or (vi) use of the Third Party Software.

(d) Notwithstanding the above, no warranty shall apply to Hardware, Software or Documentation which is designated as  "beta," "pre-release," or otherwise as not being subject to warranty.  All such Hardware, Software and Documentation is provided "AS IS" AND WITH ALL FAULTS.

(e) Any updates or maintenance releases delivered by EditShare after the expiration of the Limited Warranty Period are not covered by any warranty or condition, express, implied or statutory.

(f) NO WARRANTY APPLIES TO LOST OR STOLEN DONGLES. YOU ARE ADVISED TO INSURE YOUR DONGLES AGAINST LOSS OR THEFT.

(g) EXCEPT AS STATED ABOVE, EDITSHARE AND ITS RESELLERS, DISTRIBUTORS AND licensor's EACH DISCLAIM, TO THE MAXIMUM EXTENT PERMITTED BY LAW, ALL WARRANTIES OR CONDITIONS, WHETHER EXPRESS OR IMPLIED, WRITTEN OR ORAL, STATUTORY OR OTHERWISE, WITH RESPECT TO THE SYSTEM (OR ANY COMPONENT PARTS THEREOF), ANY THIRD PARTY SOFTWARE, INCLUDING ANY AND ALL WARRANTIES OF TITLE, NON-INFRINGEMENT OF THIRD PARTY'S RIGHTS, QUALITY, PERFORMANCE, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE.  Some jurisdictions do not allow limitations on disclaiming implied warranties or conditions, so the above limitation may not apply to Licensee.



12. Limitation of Liability.

THE MAXIMUM LIABILITY OF EDITSHARE AND ITS RESELLERS, DISTRIBUTORS AND licensor's ARISING OUT OF THE SALE/LICENSE OF THE SYSTEM OR THE USE THEREOF OR THE PROVISION OF MAINTENANCE, WHETHER BASED UPON WARRANTY, CONTRACT, TORT OR OTHERWISE, SHALL NOT EXCEED THE ACTUAL PAYMENT MADE BY YOU FOR THE SYSTEM; (Some jurisdictions do not allow the limitation of liability to specified amounts, so the above limitations may not apply to Licensee.


13. Exclusion of Damages.

IN NO EVENT SHALL EDITSHARE AND ITS RESELLERS, DISTRIBUTORS AND licensor's BE LIABLE FOR SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES, OR FOR LOSS OF DATA OR LOSS OF USE DAMAGES (INCLUDING WITHOUT LIMITATION "DOWNTIME") AND LOST PROFITS, ARISING HEREUNDER OR FROM THE SALE OF THE SYSTEM OR THE LICENSE OF THE SOFTWARE AND DOCUMENTATION OR THE USE OF ANY OF THEM OR THE PROVISION OF MAINTENANCE OR ANY DELAY OR FAILURE TO DELIVER THE SYSTEM OR MAINTENANCE, EVEN IF EDITSHARE OR EDITSHARE'S licensor's HAVE BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES. Some jurisdictions do not allow the exclusion or limitation of incidental, consequential, special, punitive or indirect damages, so the above limitation or exclusion may not apply to Licensee.



14. U.S. GOVERNMENT LICENSE RIGHTS.

All Product provided to the U.S. Government pursuant to solicitations issued on or after December 1, 1995 is provided with the commercial license rights and restrictions described elsewhere herein.  All Product provided to the U.S. Government pursuant to solicitations issued prior to December 1, 1995 is provided with "Restricted Rights" as provided for in FAR, 8 CFR 5.7-1  (JUNE 1987) or DFAR, 8 CFR 5.7-701 (OCT 1988), as applicable.


15. APPLICABLE LAW.

If Licensee acquired this Product in the United States, this Agreement is governed by the laws of the Commonwealth of Massachusetts, U.S.A.  If this Product was acquired outside the United States, then local law may apply.



16. ENTIRE Agreement.

This Agreement (including any addendum or amendment to this Agreement which may be included with any maintenance updates) is the entire agreement between Licensee and EditShare relating to the System and supersedes all prior or contemporaneous oral or written communications, proposals and representations with respect to the System or any other subject matter covered by this Agreement.  To the extent the terms of any EditShare policies or programs for support services conflict with the terms of this Agreement, the terms of this Agreement shall control.

