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RED Adobe Photoshop Installer - RED Digital Cinema. RED Software License Agreement. PLEASEREADTHISSOFTWARELICENSEAGREEMENT (“LICENSE”) CAREFULLYBEFOREUSINGTHEREDSOFTWARE. BY USINGTHEREDSOFTWARE, YOUAREAGREEING TO BE BOUND BY THETERMS OF THISLICENSE. IF YOU DO NOTAGREE TO THETERMS OF THISLICENSE, DO NOTUSETHESOFTWARE. IF YOU DO NOTAGREE TO THETERMS OF THELICENSE, CLICK “DISAGREE/DECLINE”. This agreement is made and entered into as of the electronic acceptance click (CLICKAGREE), by and between RED.

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COM, LLC (hereinafter “RED”), a Nevada Limited Liability Company with its principal place of business at 3. Parker, Irvine, CA, and the end customer (hereinafter “Customer”) after the electronic acceptance click. Subject to the terms of this Agreement, RED grants to the Customer a limited, non- exclusive, non- transferable license to install and use the RED Software (“RED Software”) listed in Exhibit A in object code format for the Customer’s business purposes only, which shall include the right to integrate the RED Software into Customer’s production pipeline and to create plug- ins to run therewith in accordance with the Documentation, if applicable. No more than the authorized number of concurrent users (as specified in Exhibit A) shall use the RED Software at one time. The RED Software is provided with accompanying documentation (the “Documentation”), if applicable.

The Customer is without right to sub- license the RED Software. B. ADDITIONALRESTRICTIONS ON USE. The Customer shall maintain a record of the number and locations of installed versions of the RED Software, and shall make those records available to RED upon reasonable request.

The Customer shall not make the RED Software available in any form to any person other than the Customer’s employees, agents and contractors whose job performance requires access to the RED Software. The Customer shall take appropriate action to protect the confidentiality of the RED Software and ensure that any person permitted access to the RED Software understands that it must not be disclosed or used except as permitted by this Agreement. C. The Customer shall not copy the RED Software except as needed to: (i) install the RED Software into the Customer’s production pipeline; (ii) load the RED Software into the computer memory for the purpose of executing the program; and (iii) make such back- up copies of the RED Software as are made in the ordinary course of the Customer’s regular back- up procedures (provided that any such copies shall include RED’s copyright and any other proprietary notices). The Customer shall not copy the Documentation except in furtherance of the License granted herein. Notwithstanding the foregoing, any copies of the RED Software or Documentation made by the Customer shall remain the property of RED; provided, however, the foregoing shall not apply to plug- ins created by the Customer or to any data processed by the RED Software in the course of the Customer’s business, both of which shall be owned by Customer. The Customer shall pay all applicable customs, duties, sales, use, value- added or other taxes (other than net income taxes), federal, state or otherwise, however designated, which are levied or imposed by reason of the transactions contemplated by this Agreement, if applicable.

The Customer shall hold RED harmless from all claims and liability arising from the Customer’s failure to report or pay any taxes, duties and assessments that are the Customer’s responsibility to report and pay. RED or its licensors own and retain all proprietary rights, including all patent, copyright, trade secret, trademark and other intellectual property rights, in and to the RED Software and any corrections, bug fixes, enhancements, updates or other modifications to the RED Software, created by RED (or its licensors); provided, however, the foregoing shall not apply to plug- ins created by the Customer or to any data processed by the RED Software in the course of the Customer’s business, both of which shall be owned by Customer. The RED Software may have been developed in part by use of Kakadu software. Except as explicitly set forth in this Agreement or in another agreement between RED and the Customer, the Customer has no right to any such corrections, bug fixes, enhancements, updates or other modifications. The Customer acknowledges that the License granted under this Agreement does not provide the Customer with title to or ownership of the RED Software, but only a right of limited use under the terms and conditions of this Agreement. The Customer shall not knowingly take any action that would subject the RED Software to claims, liens or encumbrances.

B. Except as otherwise provided in this Agreement, under no circumstances shall the Customer sell, license, sub- license, publish, display, distribute, assign or otherwise transfer to a third party the RED Software or any copy thereof, in whole or in part, without RED’s prior written consent. C. MODIFICATIONSANDREVERSEENGINEERING. The Customer agrees that, except as otherwise provided herein, only RED has the right to maintain, enhance or otherwise modify the RED Software. The Customer has no rights to any source code for the RED Software. The Customer agrees that it shall not cause or permit, directly or indirectly the modification, disassembly, decompilation, or reverse engineering of the RED Software or otherwise attempt to gain access to the source code to the RED Software.

CONFIDENTIALINFORMATION. The Customer agrees that the RED Software and Documentation may contain confidential information, including trade secrets, know- how, and other information that is the exclusive property of RED (the “Confidential Information”); provided, however, the term “Confidential Information” shall not include any information or material: (i) that is already known to the Customer before disclosure by RED; (ii) that is developed through the independent efforts of the Customer; (iii) that is or subsequently becomes available to the general public other than through a breach of this Agreement; or (iv) that the Customer rightfully receives from a third party without restriction as to confidentiality or use. Paypal Shop Maker 5 Keygen Generator. During the period this Agreement is in effect, and at all times after its termination, the Customer and its employees, contractors and agents shall maintain the confidentiality of the Confidential Information and shall not sell, license, sub- license, publish, display, distribute, disclose or otherwise make the Confidential Information available to any third party nor use such Confidential Information except as authorized by this Agreement. The Customer shall not disclose any such Confidential Information concerning the RED Software or Documentation to persons who are not employees, contractors or agents of the Customer without the prior written consent of RED. The Customer agrees that it will take appropriate action by instruction, agreement, or otherwise to notify its employees, contractors and agents with respect to the use, protection, and security of RED’s Confidential Information.

The Customer agrees to immediately notify RED if the Customer becomes aware of unauthorized disclosure or use of the RED Software or Documentation by the Customer’s employees, contractors or agents, and shall assist RED in remedying such unauthorized use or disclosure. DISCLAIMER OF WARRANTY. RED licenses the RED Software to the Customer on an “AS IS” basis and without warranty of any kind. REDDOESNOTANDCANNOTWARRANTTHEPERFORMANCE OR RESULTCUSTOMERMAYOBTAIN BY USINGTHEREDSOFTWARE.

REDMAKES NO WARRANTIES, CONDITIONS, REPRESENTATIONS OR TERMS, EXPRESS OR IMPLIED, WHETHER BY STATUTE, COMMONLAW, CUSTOM, USAGE OR OTHERWISE AS TO THEREDSOFTWARE OR ANYCOMPONENTTHEREOF, INCLUDINGBUTNOTLIMITED TO NON- INFRINGEMENT OF THIRDPARTYRIGHTS, INTEGRATION, MERCHANTABILITY, SATISFACTORYQUALITY OR FITNESSFORANYPARTICULARPURPOSE.