IMPORTANT - READ CAREFULLY BEFORE USING THE ACCOMPANYING SOFTWARE.

THIS IS A LEGAL AGREEMENT BETWEEN THE END USER OF THE ACCOMPANYING SOFTWARE (“you” or “Licensee”) AND NAGRAVISION Sàrl AND ITS AFFILIATES (COLLECTIVELY “NAGRA”).

By clicking on the appropriate box or button indicating acceptance or by using the Software, you are agreeing to be bound by the terms of this agreement. If you do not agree with these terms, do not use the Software. If you have any questions or concerns about the terms of this agreement, please contact NAGRA prior to using the Software. NOTICE REGARDING LIMITATION OF LIABILITY: This Agreement limits the liability of NAGRA and your corresponding remedies. You are urged to read this Agreement carefully.

This Limited Evaluation License Agreement (this “Agreement”) is entered into between Nagravision Sàrl., a company organized under the laws of Switzerland on behalf of itself and its Affiliates (“NAGRA”) and the party receiving the accompanying software (“Licensee”). For the purpose of this Agreement, “Affiliate(s)” means any legal entity that a party controls, that controls a party, or with which it is under common control and for so long as such control exists. Control is deemed to happen by exercising 50% or more of the voting rights.

The purpose of this Agreement is to grant Licensee a limited license to the accompanying software and documentation provided by NAGRA (collectively, the “Software”) for the sole purpose of evaluation and testing.

NAGRA hereby grants Licensee a non-exclusive, royalty-free, non-assignable and non-transferable license to use the Software for the period beginning on the date that this Agreement is accepted by Licensee (e.g. by clicking on the appropriate box or button indicating acceptance or using the Software) and ending thirty (30) days thereafter or after the use of 1000 (one thousand) licenses, whichever is the earlier (the “Evaluation Period”) for the express and limited purpose of internally evaluating and testing the Software. Licensee understands that this is a restricted license that does not grant Licensee any rights to use the Software for commercial purposes.

The pre-packaged sample content is for demonstration purposes only and to support Licensee’s evaluation of the Software. Such content cannot be used for commercial purposes beyond the creative commons license that it carries.

Licensee shall not exceed the scope of the license granted in Section 1. Licensee shall not use the Software to attempt to learn the source code, structure, algorithms or ideas underlying any of the intellectual property rights of NAGRA referenced, embodied or otherwise incorporated in the Software (collectively, the “NAGRA Intellectual Property Rights”), nor shall Licensee modify, translate or create derivative works based on the Software except as expressly provided in this Agreement. Licensee agrees that it will not distribute or transfer the Software to any third party. Licensee shall not remove any proprietary rights notices from the Software.

This Agreement does not convey any rights of ownership in the Software. All right, title and interest in the Software (and the NAGRA Intellectual Property Rights), and in any ideas, knowhow and programs which are developed by NAGRA in the course of providing any technical services, including any enhancements or modifications made to the Software (or the NAGRA Intellectual Property Rights), shall, at all times, remain the property of NAGRA or its licensors.

Licensee acknowledges that, in the course of using the Software pursuant to this Agreement, it may obtain or have access to confidential and proprietary information relating to, among other things, NAGRA Intellectual Property Rights, NAGRA’s products and services and intellectual property rights of NAGRA’s licensors (collectively, “Confidential Information”). Such Confidential Information shall belong solely to NAGRA and includes, but is not limited to, the Software and its features, specifications and mode of operation, trade secrets, know-how, inventions (whether or not patentable), techniques, processes, programs, ideas, algorithms, schematics, testing procedures, software design and architecture, computer code, internal documentation, design and function specifications, problem reports, analysis and performance information, documents, and other technical, business, marketing and financial information, plans and data. As regards to the Confidential Information:

(a) Licensee agrees to take all reasonable measures to maintain the Confidential Information in strict confidence.

(b) Licensee will disclose the Confidential Information only to those of its employees and consultants (and, if Licensee is an educational institution, students) as are necessary for the use of the Software as contemplated hereunder, and only after such employees, contractors and students have agreed in writing to be bound by confidentiality provisions applicable to the Confidential Information that are at least as restrictive as those contained in this Agreement. Licensee shall not, without the prior written consent of NAGRA, disclose or otherwise make available the Confidential Information or copies thereof to any third party.

(c) Confidential Information shall not include any information that (i) was in the public domain at the time it was disclosed or has entered the public domain through no fault of Licensee; (ii) was previously known to Licensee free of any obligation of confidentiality at or after the time it was communicated to Licensee by NAGRA; (iii) was independently developed by Licensee without any use of the Confidential Information; or (iv) is or becomes available to Licensee on a non-confidential basis from a person other than NAGRA who is not known by Licensee to be otherwise bound by a confidentiality agreement with NAGRA or to be under an obligation to NAGRA not to transmit the information to Licensee.

(d) Licensee acknowledges and agrees that due to the unique nature of NAGRA’s Confidential Information, there can be no adequate remedy at law for any breach of this Section 4 and that NAGRA is therefore entitled to injunctive and other equitable relief in addition to whatever remedies it may have at law.

THE SOFTWARE IS PROVIDED TO LICENSEE “AS IS.” ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS AND WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT ARE HEREBY EXCLUDED TO THE MAXIMUM EXTENT ALLOWED BY LAW.

IN NO EVENT WILL NAGRA BE LIABLE FOR ANY LOST REVENUE, PROFIT OR DATA OR FOR SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY, ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF NAGRA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL NAGRA'S LIABILITY TO LICENSEE HEREUNDER, WHETHER IN CONTRACT, TORT OR OTHERWISE EXCEED THE LICENSE FEES, IF ANY, PAID BY LICENSEE FOR THE SOFTWARE.

NAGRA shall provide a user account to Licensee which is necessary to activate and use the Software. The license granted under this Agreement shall expire and this Agreement shall terminate upon the earlier of (a) the end of the Evaluation Period; or (b) the expiration of trial licenses unless earlier terminated by either party pursuant to this Section 7. Either party may terminate this Agreement at any time and for any reason or no reason upon seven (7) days prior written notice to the other partyIn addition, NAGRA may terminate this Agreement immediately upon a material breach by Licensee of this Agreement by delivering written notice of such termination to Licensee. Upon the expiration or termination of this Agreement, the license granted hereunder shall terminate, and Licensee shall immediately destroy the Software, together with any and all notes and other materials regarding the Software, including, without limitation, all Confidential Information and all copies and extracts of the foregoing. Licensee shall confirm said destruction in writing within three (3) calendar days after the request of NAGRA. Notwithstanding the expiration or termination of this Agreement, the terms and obligations pertaining to confidentiality in this Agreement shall nevertheless remain in full force and effect for a period of fifteen (15) years from the date of expiration or termination.

This Agreement does not obligate either party to enter into any other agreement or relationship with the other party. Nothing in this Agreement shall be deemed to create a partnership or joint venture between the parties.

Any dispute, controversy or claim arising out of or in relation to this Agreement, including the validity, invalidity, breach or termination thereof, shall be resolved by final and binding arbitration in accordance with the Swiss Rules of International Arbitration of the Swiss Chambers of Commerce (in force on the date when the Notice of Arbitration is submitted). The number of arbitrators shall be one. The seat of the Arbitration shall be Lausanne, Switzerland, and the arbitral proceedings shall be conducted in English. The prevailing party shall be entitled to seek its reasonable attorneys’ fees, costs and other reasonable expenses. This Agreement shall be interpreted, construed and enforced in accordance with the laws of Switzerland without regard to its conflict of law provisions.

If any of the provisions of this Agreement are held to be in violation of applicable law, void or unenforceable in any jurisdiction, then such provisions are herewith waived to the extent necessary for the Agreement to be otherwise enforceable in such jurisdiction. However, if in NAGRA's reasonable opinion, deletion of any provision of this Agreement by operation of this Section 10 unreasonably compromises the rights or liabilities of NAGRA or its licensors, NAGRA shall have the right to terminate this Agreement immediately.

The terms and conditions of this Agreement shall inure to the benefit and be binding upon the respective successors and assigns of either party. Notwithstanding the foregoing, this Agreement may not be assigned by Licensee without the prior written consent of NAGRA, and any attempted assignment by Licensee without such consent shall be null and void.

This Agreement is the entire agreement between Licensee and NAGRA relating to the Software and i) supersedes all prior contemporaneous oral or written communications proposals and representations with respect to its subject matter and ii) prevails over any conflicting or additional terms of any quote, order acknowledgment or similar communication between the parties during the term of this Agreement. No modification to this Agreement will be binding unless in writing and signed by a duly authorized representative of each party.