This appears when requesting to download the sdk from lizardtech, on the web site, as a click-through agreement. ----- LIZARDTECH COMPUTER SOFTWARE LICENSE AGREEMENT FOR MRSID DECODER SDK THIS COMPUTER SOFTWARE LICENSE AGREEMENT (Agreement) is entered into by and between LIZARDTECH,. a division of Celartem, Inc., a Washington corporation with a principal business address at 1008 Western Ave., Suite 200, Seattle, WA 98104 (LIZARDTECH), and a corporation with a principal business address at , Tel. No: , Fax No: (LICENSEE). The Agreement is effective (Effective Date) as of the date executed by the later party to execute. RECITALS LIZARDTECH is party to a Technology Licensing Agreement with THE REGENTS OF THE UNIVERSITY OF CALIFORNIA (UNIVERSITY) through which it has an exclusive right to commercialize technology for storage and retrieval of large digital images, originally developed at the Los Alamos National Laboratory (LANL), including all patent rights arising under U.S. Patent No. 5,710,835 Storage and Retrieval of Large Digital Images and certain foreign patents pending (TECHNOLOGY). The U.S. Government and UNIVERSITY have certain reserved rights in the TECHNOLOGY as set forth in Appendix A of this Agreement. LIZARDTECH is engaged in the business of designing, developing, and marketing MrSID Decoder SDK computer software and related products arising from or developed based on the TECHNOLOGY (DSDK). DSDK consists of libraries that allow licensees to write software, or engineer a process, that enables end-users to view MrSID-formatted files and other supported file types. LICENSEE desires to design, develop or market software products that are enabled with DSDK to permit (among other functionality developed by LICENSEE) an end-user to view *. sid-formatted files and other supported formatted files (Licensed Products). In consideration of the premises and mutual covenants of this Agreement, LIZARDTECH agrees to license DSDK to LICENSEE for LICENSEEs use in the development and subsequent sublicensing of Licensed Products pursuant to the terms and conditions which follow. 1. LICENSE GRANT 1.1 Development License Grant. LIZARDTECH hereby grants to LICENSEE a non-exclusive license to install DSDK on a reasonable number of CPUs in LICENSEEs own facilities only for its own internal use and development of Licensed Products that view *.sid files. LICENSEE may not permit development use of DSDK by a subcontractor unless the subcontractor executes a written agreement that protects LIZARDTECH and its licensors intellectual property rights in DSDK and confidentiality about attributes of DSDK during the development process. Neither LICENSEE nor its subcontractors (if applicable) may modify, reverse engineer, disassemble or decompile or otherwise seek to discover the source code or trade secrets of DSDK. LICENSEE shall not use DSDK to develop products or allow others to develop products that encode files into the MrSID format. 1.2 Distribution License Grant. Subject to the terms and conditions of this Agreement, LIZARDTECH hereby grants to LICENSEE a non-exclusive, worldwide, non-transferable right to distribute in object code format those portions of DSDK necessary to enable end-user viewing of *.sid-formatted files from within Licensed Products. In addition, LIZARDTECH hereby grants to LICENSEE a non-exclusive, worldwide, non-transferable right to distribute portions of the DSDK as per REDISTRIBUTABLE.TXT file found within the DSDK. For avoidance of ambiguity, LICENSEE is not permitted to distribute DSDK source code libraries. LICENSEE may distribute the authorized portions of the DSDK as integrated into its Licensed Products directly to end-users or through its Sales Channel Partners. Sales Channel Partners shall mean third-parties appointed by LICENSEE to distribute, market and/or resell Licensed Products to end-users. 1.3 Other License Grants. LIZARDTECH further grants to LICENSEE co-branding, marketing and plug-in distribution rights, and the right to use LIZARDTECHS trademarks, logos or other elements of its branding (Marks) subject to the terms and conditions located at www.lizardtech.com/co-branding.php. LICENSEE agrees to abide by such terms and conditions and LICENSEE agrees to monitor such site for any updates or amendments to such terms and conditions. 1.4 Rights in DSDK. LIZARDTECH and its licensors retain all right, title to, and ownership of all applicable intellectual property rights such as patent, copyrights and trade secrets in DSDK (including Updates as defined in Section 2.3) and any associated documentation. Without limiting its rights in any way, LIZARDTECH hereby specifically reserves the worldwide non-exclusive right to develop, use, reproduce and distribute DSDK directly to other integrators, distributors and/or end-users. DSDK, including features and related information are trade secret, confidential or proprietary information of LIZARDTECH or its licensors and except as permitted pursuant to Sections 1.1 and 1.2, LICENSEE shall not disclose or provide DSDK, associated documentation or any related information to any third party and will use such efforts, and in no event less than a commercially reasonable effort to protect DSDK, associated documentation or related information as LICENSEE uses to protect its own trade secret, confidential or proprietary information. DSDK is unpublished, commercial software developed at private expense and provided with Restricted Rights and subject to subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or in subparagraphs (c)(1) and (2) of the Commercial Computer Software %G–%@ Restricted Rights at 48 CFR 52.227-19, as applicable. 2. OBLIGATIONS OF LICENSEE 2.1 License Requirements for Licensed Products. LICENSEE or its Sales Channel Partners shall distribute the Licensed Products to end-users subject to an end-user license agreement that provides LIZARDTECH and its licensors with the same protections as set forth in Appendix B hereto. LICENSEE shall also execute a written agreement with its Sales Channel Partners that substantially contains the same protections and requirements as those set forth in this Agreement, including but not limited to Sections 1.2, 1.3, 1.4, 2, 3, 4, 5.2, 5.3, 6.1 and Appendix A. LICENSEE shall also have the right to use any LIZARDTECH Marks subject to the terms and conditions located at www.lizardtech.com/co-branding.php. LICENSEE agrees to abide by the above referenced terms and conditions and LICENSEE further agrees to monitor the above referenced sites for any updates or amendments to such terms and conditions. 2.2 Proprietary Rights Notice. LICENSEE must include the following statement of ownership/copyright notice in the About Box for all Licensed Products, or any other similar location where LICENSEE places proprietary rights notices pertaining to third party software incorporated in the Licensed Products: Portions of this computer program are copyright 1995-2006 LizardTech, Inc. All rights reserved. MrSID is protected by U.S. Patent No. 5,710,835. Foreign Patents Pending. 2.3 Licensed Product Support and Updates. LICENSEE is responsible for the support of all Licensed Products. LICENSEE agrees to use commercially reasonable efforts to implement Updates provided by LIZARDTECH into the next scheduled release of the Licensed Products. LIZARDTECH may, but is not obligated to, provide such Updates to DSDK. Updates shall mean maintenance revisions that correct identified errors in, or provide bug fixes for DSDK and may also include support for additional file formats. 3. DISCLAIMER OF WARRANTIES. LIZARDTECH AND ITS LICENSORS PROVIDE DSDK AS IS AND WITH ALL FAULTS. LIZARDTECH, ON BEHALF OF ITSELF AND ITS LICENSORS, DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, AS TO ANY MATTER WHATSOEVER RELATING TO THE DSDK, INCLUDING BUT NOT LIMITED TO ANY (IF ANY) IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OF REASONABLE CARE OR WORKMANLIKE EFFORT, OF RESULTS, OF LACK OF NEGLIGENCE, OR OF A LACK OF VIRUSES, ALL WITH REGARD TO DSDK. THERE IS NO WARRANTY OF TITLE, QUIET ENJOYMENT, QUIET POSSESSION, CORRESPONDENCE TO DESCRIPTION, AUTHORITY, OR NONINFRINGEMENT WITH RESPECT TO DSDK. 4. LIMITATION OF LIABILITY. IN NO EVENT SHALL LIZARDTECH OR ITS LICENSORS BE LIABLE FOR ANY DAMAGES FROM ANY CAUSE WHATSOEVER, WHETHER RESULTING FROM LOST PROFITS, DATA, USE OR REVENUE, OR FOR ANY INCIDENTAL, DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. This limitation of liability shall apply regardless of the form of action whether in contract or in tort, including negligence or any other basis. 5. TERM AND TERMINATION 5.1 Term and Termination. The initial term of this Agreement will commence as of the Effective Date of this Agreement. Either party may terminate this Agreement upon thirty (30) days prior written notice to the other party if the other party is in material breach of any provision of this Agreement and fails to cure such breach within the thirty (30) day period. Either party may terminate this Agreement without cause upon the delivery of thirty (30) days prior written notice of termination to the other party. 5.2 Obligations Upon Termination. Upon any termination of this Agreement, all licenses granted to LICENSEE shall terminate and LICENSEE must return to LIZARDTECH or destroy all copies of DSDK in its possession, custody, or control, whether modified or not. In the event this Agreement is terminated without cause, LICENSEE may (a) retain a reasonable number of copies of Licensed Products, not to exceed five (5) copies, for purposes of its internal use solely to facilitate customer support for existing customers only; and (b) exhaust its current stock of Licensed Products over a period of no more than thirty (30) days after the date of termination. Any remaining inventory at the end of such period must be destroyed. 5.3 Survival Provisions. Except as otherwise provided herein, the provisions of Sections 1.4, 3, 4, 5,2, 5.3, 6.2, 6.3 and 6.6 of this Agreement survive any termination or expiration of this Agreement. 6. MISCELLANEOUS 6.1 Export Controls. LICENSEE shall not export or reexport DSDK or any direct product thereof without the appropriate United States or foreign government export licenses, notifications or approvals. 6.2 Governing Law, Jurisdiction and Dispute Resolution. This Agreement shall be governed by and construed under the laws of the State of Washington, USA without regard to conflict of laws provisions. Any disputes under this Agreement shall be resolved either in the federal or state courts located in King County, Washington, or under the Commercial Arbitration Rules of the American Arbitration Association in an arbitration proceeding to be held in Seattle, Washington. The prevailing party in any dispute under this Agreement will be entitled to its attorney fees. 6.3 Entire Agreement. This Agreement together with the attached Appendices sets forth the entire agreement and understanding of the parties relating to the subject matter herein and merges all prior discussion(s) between them. No modification of or amendment to this Agreement will be effective unless set forth in writing signed by officers of both parties hereto. 6.4 Notices. Any notice required or permitted by this Agreement shall be in writing and either delivered by hand or sent by prepaid, registered or certified mail, return receipt requested, or by nationally recognized overnight courier service, addressed to the other party at the address shown at the beginning of this Agreement or at such other address for which such party gives notice hereunder. Such notice will be deemed to have been given when delivered or, if delivery is not accomplished due to action or inaction of the addressee, when tendered. 6.5 Assignment and Binding Effect. LICENSEE may not transfer or assign its rights or obligations under this Agreement without the prior written consent of LIZARDTECH, except to a successor in interest or purchaser of all or substantially all of LICENSEE's assets which specifically assumes the obligations of this Agreement. LICENSEE will notify LIZARDTECH within ten (10) days of such event. Subject to the foregoing sentence, this Agreement will be binding upon and inure to the benefit of the parties hereto, their successors and assigns. 6.6 Partial Invalidity and No Waiver. If any provision of this Agreement is held to be invalid by a court of competent jurisdiction, then the remaining provisions will nevertheless remain in full force and effect. The parties agree to renegotiate in good faith any term held invalid and to be bound by the mutually agreed substitute provision. No waiver of any term or condition of this Agreement will be valid or binding on either party unless the same will have been mutually assented to in writing by an officer of both parties. The failure of either party at any time to enforce any of the provisions of the Agreement, or the failure to require at any time performance by the other party of any of the provisions of this Agreement, will in no way be construed to be a present or future waiver of such provisions, nor in any way affect the validity of an effort by either party to enforce each and every such provision thereafter. LIZARDTECH LICENSEE By: By: Name: Name: Title: Title: Date: Date: APPENDIX A GOVERNMENT RESERVED RIGHTS 1. Los Alamos National Laboratory. Some of the TECHNOLOGY incorporated in the Software was developed in part through a project at the Los Alamos National Laboratory (LANL) funded by the U.S. Government, managed under contract by the UNIVERSITY. The MrSID TECHNOLOGY, subject of U.S. Patent No. 5,710,835, is under exclusive commercial license to LIZARDTECH. The U.S. Government and the UNIVERSITY have certain reserved rights in the TECHNOLOGY as set forth in this Agreement. (a) The U.S. Government has a non-exclusive, nontransferable, irrevocable, paid-up license to practice or have practiced throughout the world, for or on behalf of the United States, inventions covered by the UNIVERSITYs Patent Rights, and has other rights under 35 U.S.C. 200-212 and applicable implementing regulations and under the U.S. Department of Energy (DOE) Assignment and Confirmatory License through which the DOEs rights in the TECHNOLOGY were assigned to the UNIVERSITY. (b) Under 35 U.S.C. 203, the DOE has the right to require LIZARDTECH to grant a non-exclusive, partially exclusive or exclusive license under the Patent Rights in any field of use to a responsible applicant(s) upon terms reasonable under the circumstances, if LIZARDTECH does not adequately attempt to commercialize the MrSID Technology. See, 37 CFR 401.6. (c) LIZARDTECH maintains a discount program for sales of Software to the U.S. Government or any agency thereof or any U.S. Government contractor who certifies that its purchase of the Software is for or on behalf of the U.S. Government. (d) The UNIVERSITY may assign its rights in its License with LIZARDTECH. (e) The UNIVERSITY makes no warranty or representation as to the validity or scope of its Patent Rights, nor that the Software will not infringe any patent or other proprietary right and has no obligation to bring or prosecute any actions for patent infringement to protect LICENSEEs use of the Software. The UNIVERSITY has no obligation to furnish any know-how, technical assistance, or technical data to LICENSEE. 2. Termination of LIZARDTECH Rights in TECHNOLOGY. Should LIZARDTECHs rights in the TECHNOLOGY under its license with the UNIVERSITY for any reason terminate during the term of this Agreement, such event will automatically operate as an assignment by LIZARDTECH to the UNIVERSITY of all LIZARDTECHs rights, title, and interest in the license. In such case, if LICENSEE is not in default of the terms and conditions herein, it may elect to continue this Agreement as an Agreement directly with the UNIVERSITY on the same terms. APPENDIX B REQUIRED EULA TERMS LICENSEE shall redistribute the Licensed Products to end users by means of an End User License Agreement (EULA). LICENSEE shall provide clear notice to end users before or at the time of delivery of the Licensed Products that: (1) the Licensed Products contains technology owned by LIZARDTECH; and (2) the end user has no rights to further distribute the Licensed Products, except as allowed for by Section 1.2 of the MrSID Decoder SDK License Agreement. LICENSEE shall distribute the EULA in a manner that forms a contract binding the end user to the EULA terms under applicable law. LICENSEE may include in the EULA additional notices or other provisions, so long as they are no less protective of LIZARDTECH than the terms set forth below. LICENSEE shall substitute its name for the bracketed text [LICENSEE] in the EULA text. If permitted by LICENSEE's other software suppliers for a particular LICENSEE Product, LICENSEE may substitute for the word LIZARDTECH the term [LICENSEEs] software suppliers. The EULA shall substantially contain the following terms: You have acquired a product (PRODUCT) that includes software licensed by [LICENSEE] from LIZARDTECH, INC. Those installed software products of LIZARDTECH origin, as well as any associated media, printed materials, and online or electronic documentation (SOFTWARE) are protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The SOFTWARE is licensed, not sold. The SOFTWARE contains MrSID technology which is protected by United States Copyright Law and International Treaty provisions and by U.S. Patent No. 5,710,835. Foreign patents are pending. Some of the MrSID technology was developed through a project at the Los Alamos National Laboratory (LANL) funded by the U.S. Government, managed under contract by the Regents of the University of California (University). The U.S. Government and the University have reserved rights in the MrSID technology, including the following: (a) the U.S. Government has a non-exclusive, nontransferable, irrevocable, paid-up license to practice or have practiced throughout the world, for or on behalf of the United States, inventions covered by the Universitys Patent Rights, and has other rights under 35 U.S.C. 200-212 and applicable implementing regulations and under the U.S. Department of Energy (DOE) Assignment and Confirmatory License through which the DOEs rights in the MrSID technology were assigned to the University; (b) Under 35 U.S.C. 203, the DOE has the right to require LizardTech to grant a non-exclusive, partially exclusive or exclusive license under U.S. Patent No. 5,710,835 in any field of use to a responsible applicant(s) upon terms reasonable under the circumstances, if LizardTech does not adequately attempt to commercialize the MrSID technology. See, 37 CFR 401.6; (c) The University makes no warranty or representation as to the validity or scope of Patent No. 5,710,835, and neither the Government nor the University have any obligation to furnish any know-how, technical assistance, or technical data in connection with the MrSID technology. For further information about these provisions, contact LizardTech, 1008 Western Ave., Suite 200, Seattle, WA 98104. If you do not agree to this End User License Agreement (EULA), do not use the PRODUCT. Promptly contact LICENSEE] for instructions on return of the unused PRODUCT(S) for a refund. Any use of the SOFTWARE, including but not limited to use of the PRODUCT, will constitute your agreement to this EULA (or ratification of any previous consent). Grant of License. You are granted a personal, nonsublicensable, nontransferable, nonexclusive license to use the SOFTWARE as integrated in the PRODUCT (as well as any associated documentation). You will not rent, sell, lease or otherwise distribute the SOFTWARE or any part of it. LIZARDTECH and its licensors retain all right, title to, and ownership of all applicable intellectual property rights such as patent, copyrights and trade secrets in the SOFTWARE. The SOFTWARE is trade secret, confidential or proprietary information of LIZARDTECH or its licensors and is unpublished, commercial software developed at private expense and provided with Restricted Rights and subject to subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or in subparagraphs (c)(1) and (2) of the Commercial Computer Software %G–%@ Restricted Rights at 48 CFR 52.227-19, as applicable. NO WARRANTIES FOR THE SOFTWARE. The SOFTWARE is provided AS IS and with all faults. THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT (INCLUDING LACK OF NEGLIGENCE) IS WITH YOU. ALSO, THERE IS NO WARRANTY AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE SOFTWARE OR AGAINST INFRINGEMENT. IF YOU HAVE RECEIVED ANY WARRANTIES REGARDING THE PRODUCT OR THE SOFTWARE, THOSE WARRANTIES DO NOT ORIGINATE FROM, AND ARE NOT BINDING ON, LIZARDTECH. NO LIABILITY FOR DAMAGES. EXCEPT AS PROHIBITED BY LAW, LIZARDTECH SHALL HAVE NO LIABILITY FOR ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES ARISING FROM OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THE SOFTWARE. THIS LIMITATION SHALL APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE. Limitations on Reverse Engineering, Decompilation, and Disassembly. You may not reverse engineer, decompile, or disassemble the SOFTWARE, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation. Export Restrictions. You acknowledge that the SOFTWARE, or any part thereof, or any process or service that is the direct product of the SOFTWARE (the foregoing collectively referred to as the Restricted Components) are of U.S. origin. You agree to comply with all applicable international and national laws that apply to these products, including the U.S. Export Administration Regulations, as well as end-user, end-use and destination restrictions issued by U.S. and other governments. SDK License (rev. 02/24/04) 2 Decoder SDK License (rev. April 2006) 8