InterActual Technologies, Inc. ("InterActual") 
End-User License Agreement

PLEASE READ THIS DOCUMENT CAREFULLY BEFORE USING THE ENCLOSED SOFTWARE.  THIS AGREEMENT LICENSES THE USE OF THE ENCLOSED SOFTWARE TO YOU AND CONTAINS WARRANTY AND LIABILITY DISCLAIMERS.  BY USING THE ENCLOSED SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE WITH THESE TERMS, CANCEL THIS INSTALLATION PROGRAM AND DO NOT USE THIS SOFTWARE. INSTEAD, USE THE DVD PLAYER APPLICATION THAT CAME INSTALLED WITH YOUR COMPUTER OR DVD UPGRADE KIT, OR DVD OR DMR PLAYBACK SYSTEM.

1. Definitions
   (a) "InterActual Software" means the software programs included in the enclosed package or on the DVD, and all related updates supplied by InterActual.
   (b) "InterActual Product" means the InterActual Software and the related documentation and models and multimedia content (such as video, animation, sound and graphics), and all related updates supplied by InterActual.
   (c) "Approved System" means any PC running the Windows operating system or any Macintosh computer running MacOS, or any DVD or DMR Playback System ("System") that has been certified by InterActual as "InterActual Compliant", as evidence by InterActual’s logo on the System or as stated in the System documentation.

2. License.  This Agreement allows you to:
   (a) Use the InterActual Software on a single computer or a single System at a time.  The InterActual Software is licensed only for use on an Approved System.
   (b) Make one copy of the InterActual Software in machine-readable form solely for backup purposes.  You must reproduce on any such copy all copyright notices and any other proprietary legends on the original copy of the InterActual Software.
   (c) Certain InterActual Software is licensed with additional rights as set forth in the Supplementary Rights Addendum that may be included in the package for this InterActual Product.

3. Supplementary Licenses.  Certain rights are not granted under this Agreement, but may be available under a separate agreement.  If you would like to enter into one of the Supplementary Licenses listed below, please contact InterActual.
   (a) Site Licenses.  You must enter into an InterActual Site License if you wish to make copies of the InterActual Software for use with additional CPU's owned by you.
   (b) Distribution License.  You must enter into an InterActual Run-Time Distribution Agreement if you wish to copy and distribute an End-User Product (and its associated InterActual Run-Time) other than as set forth in Section 2.

4. Restrictions.  You may not make or distribute any copy of the InterActual Product, or electronically transfer the InterActual Software from one computer to another or over a network or from one System to another.  You may not decompile, reverse engineer, disassemble, or otherwise reduce the InterActual Software to a human-perceivable form.  You may not modify, rent, lease, lend, resell for profit, distribute or create derivative works based upon the InterActual Software or any part thereof.  You will not export or reexport, directly or indirectly, the InterActual Product into any country prohibited by the United States Export Administration Act and the regulations thereunder.

5. Ownership.  The foregoing license grants give you limited rights to use the InterActual Software.  Although you own the disk or CD-ROM on which the InterActual Software is recorded, you do not become the owner of, and InterActual (and its licensors) retains title to, the InterActual Product, and all copies thereof, and all associated patent rights, copyrights, trade secret rights and other intellectual property rights therein and thereto.  All rights not specifically granted in this Agreement are reserved by InterActual.

6. Limited Warranties.
   (a) InterActual warrants that, for a period of ninety (90) days from the date of delivery (as evidenced by a copy of your receipt): the media on which the InterActual Software is furnished will be free from defects in materials and workmanship under normal use.  EXCEPT AS SET FORTH IN THE FOREGOING LIMITED WARRANTY, THE INTERACTUAL SOFTWARE IS PROVIDED "AS IS", AND WITHOUT WARRANTIES OF ANY KIND.  INTERACTUAL DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ANY WARRANTY OF NON-INFRINGEMENT, NON-INTERFERENCE WITH ENJOYMENT OR TITLE, ANY WARRANTY OF ACCURACY IN THE INFORMATIONAL CONTENT, ANY SYSTEM INTEGRATION WARRANTY, AND ANY WARRANTY THAT MAY ARISE BY REASON OF USAGE OF TRADE, CUSTOM OR COURSE OF DEALING.  IF APPLICABLE LAW IMPLIES ANY WARRANTIES WITH RESPECT TO THE INTERACTUAL PRODUCT, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF DELIVERY.  No oral or written information or advice given by InterActual, its dealers, distributors, agents or employees shall create a warranty or in any way increase the scope of this warranty.
   (b) SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.  THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS AND YOU MAY ALSO HAVE OTHER LEGAL RIGHTS WHICH VARY FROM STATE TO STATE.

7. Exclusive Remedies.  Your exclusive remedy under Section 6 is to receive a replacement copy of the InterActual Software. InterActual will use reasonable commercial efforts to supply you with a replacement copy of the InterActual Software.  InterActual shall have no responsibility with respect to InterActual Software that has been altered in any way or where the non-conformance arises out of use of the InterActual Software in conjunction with software or hardware that is not supplied by InterActual or that is not an Approved System, or with respect to any media damaged by accident, abuse or misapplication.

8. Limitations of Damages.
   (a) INTERACTUAL (AND ITS LICENSORS) SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, OR THE LIKE), WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF INTERACTUAL OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.  IN NO EVENT SHALL INTERACTUAL (OR ANY OF ITS LICENSORS) BE LIABLE FOR THE COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES.
   (b) InterActual's total liability to you for actual damages for any cause whatsoever will be limited to the greater of $1.00 or the amount paid by you for the InterActual Product that caused such damages.
   (c) SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OF CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

9. Basis of Bargain.  The limited warranty, exclusive remedies and limited liability set forth above are fundamental elements of the basis of the bargain between InterActual and you.  InterActual would not be able to provide the InterActual Software on an economic basis without such limitations.

10. Government End Users.  The Government acknowledges receipt of notice that the Products and related documentation were developed at private expense and that no part of either of them is in the public domain.  The Government acknowledges InterActual 's representation that the Products are "Commercial Computer Software" as described in FAR 12.212, DFAR 227.7202 and similar regulations issues by the same or other US Government agencies. In no event will the Government's rights in the software and the software documentation exceed the rights listed in FAR 52.227-19 (Restricted Rights).  Unpublished rights reserved under the copyright laws of the United States.  Manufacturer:  INTERACTUAL TECHNOLOGIES INC., 100 Century Center Court, Suite 200, San Jose, CA  95112.

11. General.  This Agreement shall be governed by the internal laws of the State of California, excluding conflict or law rules and principles and excluding the UN Convention on the International Sale of Goods.  This Agreement contains the complete agreement between the parties with respect to the subject matter hereof, and supersedes all prior or contemporaneous agreements or understandings, whether oral or written.  All questions concerning this Agreement shall be directed to InterActual at the address first written above.


