Scala software licensing agreement

This License Agreement is between Scala, Inc. ("Scala") and users

and/or purchasers of the Scala Software ("the Licensee").
Please carefully read this license Agreement before installing the
Scala Software. The rights in the Scala Software granted herein are
offered on the condition that the Licensee agrees to all terms and
conditions of this License Agreement. If you do not agree to the terms
and conditions of this License Agreement, you may request a refund of
your sale price from your Electronic Distribution Partner. Installing
and/or using the Scala Software indicates the Licensee's acceptance of
the terms and conditions of this License Agreement.
Scala Software
The Scala Software ("the Software") includes collectively object code
software and graphical, textual, and audio information ("Scala Data").
Scala retains sole and exclusive ownership of the Software, including
any modifications, additions or enhancements thereto, excluding any
Licensee Works as defined below. Except as expressly provided herein,
Licensee agrees that under no circumstance shall it, or shall it cause
or permit any third party to, (a) reproduce, modify or copy the Software
and associated documentation; (b) provide, rent, sell, lease or otherwise
transfer the Software or any copy or part thereof or use it for the
benefit of a third party; or (c) reverse assemble, reverse compile or
reverse engineer the Software, or otherwise attempt to discover any
Software source code or underlying confidential information. The
Software is protected by copyrights, trademarks and other rights owned
by Scala, Inc.
Microsoft Software
Included with the Scala Software is Microsoft Software including
DirectX 6.1 and the Windows Media Player ("Redistributable Code")
which is the property of Microsoft Corporation and its suppliers
and is protected by copyright law and international treaty provisions.
Licensee is hereby granted a limited, non-exclusive, revocable,
non-sublicensable, non-transferable right to use the Redistributable
Code on only one single-user computer and only in conjunction with
Microsoft operating system products. Except as expressly provided
in the foregoing sentence, Licensee is not authorized to reproduce
and distribute the Redistributable Code. Microsoft reserves all
rights not expressly granted. Licensee may not reverse engineer,
decompile, or disassemble the Redistributable Code, except and
only to the extent that such activity is expressly permitted by
applicable law notwithstanding this limitation.
THE REDISTRIBUTABLE CODE IS PROVIDED TO THE LICENSEE
"AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR
IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED
WARRANTIES OF MERCHANTABILITY AND/OR FITNESS FOR A
PARTICULAR PURPOSE. YOU ASSUME THE ENTIRE RISK AS TO
THE ACCURACY AND THE USE OF THE REDISTRIBUTABLE CODE.
MICROSOFT SHALL NOT BE LIABLE FOR ANY DAMAGES
WHATSOEVER ARISING OUT OF THE USE OF OR INABILITY TO
USE THE REDISTRIBUTABLE CODE, EVEN IF MICROSOFT HAS
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
Software Upgrade:

If the Software is an upgrade from another Scala product

("Eligible Previous Software"), you must be a valid licensee of
that Eligible Previous Software. You may not transfer your
license to the Eligible Previous Software unless you also transfer
to the same party your license to this Software. You may not
transfer your license to this Software unless you either also
transfer to the same party your license to the Eligible Previous
Software or destroy all copies of the Eligible Previous Software.
A single license of an Eligible Previous Software may only be used
for a single upgrade license.
If the Software is an upgrade of a Scala product, you may only use
that Eligible Previous Software in accordance with this Scala
software license agreement.
If the software is an upgrade of a component of a package of software
programs that you licensed as a single product, the product may be
used and transferred only as part of the single product package and
may not be separated for use on more than one computer.
Licensee's Rights to the Software
A. The Software
Scala hereby grants to Licensee a limited, non-exclusive, revocable,
non-sublicensable, non-transferable right to use the Software on
only one single-user computer.
If the Software is provided as a trial version, the grant of the
license to use the Software shall be on an "AS IS" basis and
subject to the stated or enforced limitations of the trial.
Licensee agrees to cease use and destroy all copies upon the
expiration of any trial period, use limitation, or passage of the
expiration date. Scala grants to Licensee the license solely for
the purpose of evaluation of the Software in order to determine
whether Licensee would like to enter into a permanent license for
the Software.
B. The Scala Data
Scala hereby grants to Licensee a limited, non-exclusive, revocable,
non-sublicensable, non-transferable right to use the Scala Data on
only one single-user computer and to create derivative works of the
Scala Data ("Licensee Works"). Licensee shall own the Licensee Works
subject to Scala's rights in the Scala Data. Licensee hereby grants
to Scala an unlimited, fully transferable, sublicensable, irrevocable,
fully paid-up license to any Licensee Works which Licensee provides to
Scala.
Transfer of Rights in Software
Licensee may not transfer or sublicense any rights to use this
Software without the prior written consent of Scala, Inc. and any such
attempted transfer or sublicense shall be null and void.
Scala Services and Information
Scala also hereby grants to Licensee revocable, limited, non-exclusive
access and rights to use the Scala's internet web site and related
materials ("Scala Network"). Scala expressly reserves the right to

modify, terminate, limit, or alter the Scala Network, the contents

thereof, any materials related thereto, or Licensee's access thereto.
Licensee expressly agrees and acknowledges that:
1) Any information posted on the Scala Network, including without
limitation information posted during the registration procedure is
available and freely accessible by the public and Scala may grant,
license, assign or disclose such information in its sole discretion;
2) Scala may gather and disclose or distribute in its sole discretion
statistics and other information concerning the Software, the Scala
Network, Scala's websites, their use or any information provided by
any users thereof, including without limitation software and
configuration, provided that if published will be done only in
aggregate form;
3) Scala may use, grant, license or disclose any information gathered
by or disclosed to Scala as provided above for commercial purposes
provided that an individual Licensee shall have a reasonable
opportunity to 'opt-out' of any such advertising;
4) It shall indemnify and hold harmless Scala, its officers,
directors, employees, subsidiaries, suppliers and affiliates for any
action taken or statement made by Licensee on or in connection with
the Scala Network including, without limitation, any claims of
defamation or intellectual property infringement.
If you acquired this software in Canada, you agree to the following:
The parties hereto have expressly required that the present Agreement
and its Exhibits be drawn up in the English language. / Les parties
aux prsentes ont expressment exig que la prsente convention et ses
Annexes soient rediges en langue anglaise.
Limited Warranty
SCALA WARRANTS ONLY THAT THE SOFTWARE WILL PERFORM
SUBSTANTIALLY IN ACCORDANCE WITH THE ACCOMPANYING WRITTEN
MATERIALS FOR A PERIOD OF 90 DAYS FROM THE DATE OF RECEIPT
OF THE SOFTWARE BY LICENSEE. THE SCALA NETWORK AND ANY
INFORMATION PROVIDED THEREIN, WHETHER BY SCALA OR BY ANY
THIRD PARTY IS PROVIDED ON AN "AS IS, AS AVAILABLE" BASIS.
SCALA DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED
INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF
TITLE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
Customer Remedies
SCALA AND ITS SUPPLIERS' ENTIRE LIABILITY AND YOUR EXCLUSIVE
REMEDY SHALL BE, AT SCALA'S SOLE OPTION: A. RETURN OF THE
PRICE PAID BY LICENSEE ; OR B. REPAIR OR REPLACEMENT OF
SOFTWARE WHICH IS RETURNED TO SCALA WITH A COPY OF THE
INVOICE OR RECEIPT. THIS LIMITED WARRANTY IS VOID IF FAILURE
OF THE SOFTWARE OR HARDWARE HAS RESULTED FROM ACCIDENT,
ABUSE, OR MISAPPLICATION. ANY REPLACEMENT SOFTWARE OR
HARDWARE WILL BE WARRANTED FOR THE REMAINDER OF THE ORIGINAL
WARRANTY AGREEMENT PERIOD (OR FOR 30 DAYS, WHICHEVER IS
LONGER). OUTSIDE OF THE UNITED STATES AND CANADA, NEITHER
OF THESE REMEDIES NOR ANY PRODUCT SUPPORT SERVICES OFFERED
BY SCALA ARE AVAILABLE WITHOUT PROOF OF PURCHASE FROM AN
AUTHORIZED RESELLER.

No Liability for Consequential Damage

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO
EVENT SHALL SCALA OR ITS SUPPLIERS BE LIABLE FOR ANY DAMAGES
WHATSOEVER (INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS
OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS
INFORMATION, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE
USE OF OR INABILITY TO USE THIS SCALA PRODUCT EVEN IF SCALA
HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE
SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF
LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL
DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
U.S. Government Restricted Rights
THE SOFTWARE, HARDWARE AND DOCUMENTATION PROVIDED WITH THIS
PRODUCT BEAR RESTRICTED RIGHTS. USE, DUPLICATION, OR
DISCLOSURE BY THE GOVERNMENT IS SUBJECT TO RESTRICTIONS AS
SET FORTH IN SUBPARAGRAPH (c)(1)(ii) OF THE RIGHTS IN
TECHNICAL DATA AND COMPUTER SOFTWARE CLAUSE AT DFARS
252.227-7013 OR SUBPARAGRAPHS (c)(1) AND (2) OF THE
COMMERCIAL COMPUTER SOFTWARE RESTRICTED RIGHTS AT 48 CFR
52.277-19, AS APPLICABLE. MANUFACTURER IS SCALA, INC., 26672
AGOURA ROAD, CALABASAS, CALIFORNIA 91302 USA.
THIS AGREEMENT IS GOVERNED BY THE LAWS OF THE STATE OF
CALIFORNIA.
SHOULD YOU HAVE ANY QUESTIONS CONCERNING THIS AGREEMENT, OR
IF YOU DESIRE TO CONTACT SCALA FOR ANY REASON, PLEASE
CONTACT YOUR LOCAL SCALA SUBSIDIARY OR WRITE TO SCALA AT THE
CORPORATE OFFICE LISTED BELOW:
Scala, Inc.
26672 Agoura Rd.
Calabasas, CA 91302
USA
Phone & Web:
(818) 673-1300
(818) 673-1399 FAX
http://www.scala.com