iMove®, Inc. iBuilder and Viewer Software License Agreement

THIS IS A CONTRACT BETWEEN YOU ("LICENSEE") AND iMOVE, INC. ("iMOVE").  BY INDICATING YOUR ACCEPTANCE BELOW OR BY USING ANY COMPONENT OF THE IBUILDER SOFTWARE OR iMOVE VIEWERS, INCLUDING WITHOUT LIMITATION INSTALLING OR OTHERWISE USING ANY SOFTWARE, ASSOCIATED MEDIA, PRINTED MATERIALS OR ANY ONLINE OR ELECTRONIC DOCUMENTATION, YOU AGREE TO ALL OF THE TERMS OF THIS AGREEMENT.  IF YOU DO NOT AGREE WITH THESE TERMS, YOU MAY NOT USE, COPY OR INSTALL THE SOFTWARE OR OTHER MATERIALS AND YOU MUST IMMEDIATELY DELETE THE SOFTWARE AND OTHER MATERIALS FROM YOUR COMPUTER.  

1.	License.  Subject to Licensee’s compliance with all terms and conditions of this Agreement, iMove hereby grants Licensee a non-transferable, non-exclusive, limited license to (i) use the iBuilder Software, including any documentation, solely to enable Licensee to capture, assemble and edit immersive images ("Licensee Images"); (ii) to distribute the iMove Viewer, and/or the iMove Active X Control Software, including any documentation (collectively, the "iMove Viewers") to Licensee’s end users, solely for the purpose of enabling such end users to view the Licensee Images from within a web browser, outside the web environment or through Licensee’s ActiveX-enabled application; and (iii) to install and use the iMove Viewers to view immersive images, for Licensee’s personal and internal business purposes. Licensee may distribute no more than ten (10) total copies of the iMove Viewers to end users under this Agreement, in any combination.   Licensee may distribute the iMove Viewers solely via  CD-ROM, diskette, electronic mail, DVD, LAN or the Internet.  Licensee shall distribute the iMove Viewers subject to the end user license agreement included with the iMove Viewer, and Licensee agrees it shall not modify or remove the end user license agreement from the iMove Viewer.  If Licensee licenses or otherwise distributes its Active X enabled application to end users with use restrictions, Licensee agrees that it shall include restrictions governing such end users’ use of the Active X Control Software no less stringent that those set forth in Section 2 ("Restrictions") of this Agreement.  (For the purpose of this Agreement, the iBuilder Software, iMove Viewer and iMove Active X Control Software shall be collectively referred to as the "Software").

2.	Restrictions.  All rights not expressly granted herein are reserved by iMove.  Except as required to carry out the license granted in this Agreement, Licensee will not copy, reproduce, perform, display, modify, sublicense, distribute or otherwise transfer the Software.  License will not sell or create derivative versions of Software without the express written consent of iMove.  Licensee will not reverse engineer, reverse compile or otherwise seek to derive source code from the Software.  Licensee will not publish or publicly disclose the results of any benchmark or other tests run on the Software without the express written consent of iMove. (For supplemental licensing, please contact iMove, Inc. at 1-503-221-2449 or imovesupport@imoveinc.com).

3.	Ownership.  Licensee acknowledges and agrees that iMove owns all right, title and interest in and to the Software, including all intellectual property rights therein. 

4.	Indemnification by Licensee.  Licensee shall indemnify, defend and hold harmless iMove from and against any suits, liabilities, obligations, claims, demands, damages, penalties, settlements, causes of action, costs and expenses, including, without limitation, reasonable attorneys' fees, asserted by any and all third parties (collectively "Claims") alleging or resulting from Licensee’s (i) breach of any term or condition of this Agreement; or (ii) infringement of the intellectual property or other violation of the rights of a third party as a result of (a) the Licensee Images; (b) Licensee’s unauthorized alteration of the Software; (c) Licensee’s combination of the Software with other software or materials not originating with or authorized by iMove; or (d) Licensee’s use of the Software not in compliance with this Agreement or any documentation provided with the Software.

5.	Termination.  Licensee acknowledges and agrees that this Agreement and all license to use the Software shall automatically terminate upon notice to Licensee from iMove if Licensee (i) violates the terms of Section 2 ("Restrictions"); or (ii) breaches the terms of this Agreement. 

6.	Effect of Termination. Upon termination of this Agreement for any reason, Licensee shall immediately cease all use of the Software.  At the request of iMove, Licensee shall return or certify the destruction of all copies of the Software in its possession.  

7.	Warranty Disclaimer. THE SOFTWARE IS PROVIDED "AS IS" AND WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED OR OTHERWISE.  iMOVE EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. iMOVE DOES NOT WARRANT THAT THE SOFTWARE WILL MEET LICENSEE’S REQUIREMENTS OR THAT ITS OPERATION WILL BE UNINTERRUPTED OR ERROR FREE.

8.	Limitation of Liability. IN NO EVENT SHALL iMOVE BE LIABLE FOR ANY LOSS OF PROFITS, LOSS OF BUSINESS OR GOODWILL, LOSS OF USE OR DATA, INTERRUPTION OF BUSINESS, OR FOR INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF THIS AGREEMENT, HOWEVER CAUSED, WHETHER FOR BREACH OF WARRANTY, BREACH OR REPUDIATION OF CONTRACT, TORT, NEGLIGENCE, OR OTHERWISE, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES.  

9.	Survival.  The following provisions shall survive termination of this Agreement for any reason: Sections 2 ("Restrictions"); 3 ("Ownership"); 4 ("Indemnification by Licensee"); 5 ("Termination"); 6 ("Effect of Termination"); 7 ("Warranty Disclaimer"); 8 ("Limitation of Liability"); 9 ("Survival") and 10 ("General").

10. General.

10.1	Compliance With Laws. Licensee agrees that it will comply with all applicable laws and regulations in its use of the Software, including any applicable export licensing requirements.

10.2	Waiver.  The failure of either party to require performance by the other party of any provision hereof 
shall not affect the full right to require such performance at any time thereafter; nor shall the waiver by either party of a breach of any provision hereof be taken or held to be a waiver of the provision itself. 

10.3	Severability. In the event of invalidity of any provision of this Agreement, the parties agree that such invalidity shall not affect the validity of the remaining portions of this Agreement. 

10.4	Governing Law. This Agreement will be governed by the laws of the State of Oregon without application of Oregon conflicts of law principles and the United Nations Convention on Contracts for the International Sale of Goods.  Licensee irrevocably consents to the exclusive jurisdiction of the state and federal courts in Portland, Oregon, for any action, suit or proceeding in connection with the Software or this Agreement.  The prevailing party in a suit shall be entitled to reimbursement for its costs and expenses, including any costs incurred in collecting overdue payments and attorneys' fees at trial and on appeal.    

10.5	Entire Agreement. This is the entire agreement between the parties which supersedes any prior agreement, whether written or oral, relating to the subject matter of this Agreement. 

10.6	Trademarks.  iMove is a registered trademark of  iMove, Inc. "Look Everywhere, See Everything, All the Time"(R) is a registered trademark of iMove, Inc. Windows is a registered trademark of Microsoft Corporation.  All trademarks and service marks are the sole property of their respective owners.

10.7	U.S. GOVERNMENT RIGHTS.  Use, duplication, or disclosure by the U.S. Government is subject to restrictions set forth in this license agreement and as provided in DFARS 227.7202-1(a) and 227.7202 3(a) (1995),  DFARS 252.227-7013(c)(1)(ii) (OCT 1988), FAR 12.212(a) (1995), FAR 52.227-19, or FAR 52.227-14 (ALT III), as applicable.  iMove, Inc. 

BY CLICKING "I AGREE" BELOW OR BY USING THE SOFTWARE IN ANY WAY YOU ACKNOWLEDGE AND AGREE TO BE BOUND BY THE TERMS SET FORTH ABOVE.