Canon ZR45MC DIGITAL VIDEO SOLUTION DISK Ver.1 Software Instruction Manual - Page 4

READ CAREFULLY BEFORE USING Canon DVC Storage Driver License Agreement EXHIBIT A TO IFG CODE TECHNOLOGY LICENSE AGREEMENT SHRINK WRAP LICENSE BY PUTTING THE DISKETTE INTO YOUR DISK DRIVE OR PUTTING THE CD-ROM INTO YOUR CD-ROM DRIVE YOU, THE END USER ("LICENSEE") INDICATE YOUR ACCEPTANCE OF THE TERMS OF THIS SHRINK WRAP LICENSE AGREEMENT ("AGREEMENT") BETWEEN YOU AND CANON INC. ("COMPANY"). COMPANY WILL ONLY GRANT YOU A LICENSE TO THE SOFTWARE PROVIDED UNDER THIS AGREEMENT ON THE CONDITION THAT YOU AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, PROMPTLY RETURN THE DISKETTE OR CD-ROM TO COMPANY OR ITS AUTHORIZED DEALER. 1. LICENSE GRANT. Subject to Company's receipt of payment for this license and Licensee's compliance with the terms and conditions of this Agreement, Company hereby grants Licensee a non-exclusive, nontransferable copyright license to allow Licensee to install the object code copies of the programs that are loaded onto media provided by Company (the "Software"), only on Licensee's computers that use Company's product, and for no other purpose whatsoever. The rights and licenses regarding the Software granted under this Agreement are not transferable or sublicenseable by Licensee, including to other entities that control, are controlled by or are under common control with Licensee. Under no circumstance shall Licensee, whether directly or through any third parties, either disassemble, decompile, or reverse engineer the Software. 2. COPIES. Licensee may not copy the Software or any part of the Software, except to make a single copy of the Software for backup or archival purposes only, and such single copy must bear all proprietary legends that are on the original Software program. Licensee agrees to be responsible for any copying or copyright infringement of the Software in violation of this Agreement. The Software is licensed only as a single integrated product. The Software may not be separated, used, or copied on more than one computer. Licensee may not transfer the Software to another user except as part of the permanent transfer of the Software to such other user, and then only if such other user agrees to all terms of this Agreement in advance of such transfer, and then only if the initial Licensee retains no copies of the Software following such transfer. 3. PROPRIETARY SOFTWARE. The Software is proprietary to Phoenix Technologies Ltd., located at 411 East Plumeria Drive, San Jose, California 95134 ("Phoenix") and its suppliers. All applicable rights to patents, copyrights, trademarks and trade secrets in the Software or any modifications made by Phoenix to the Software are and shall remain in Phoenix and its suppliers. Phoenix and its suppliers reserve all rights not expressly granted in this Agreement. By accepting this license, Licensee acknowledges that the Software and accompanying materials, and any proprietary information contained in the media, are proprietary in nature and were developed or acquired at great expense. Licensee agrees not to disclose to others or utilize such trade secrets or proprietary information except as provided herein. 4. EXPORT AND TAXES. Licensee certifies that neither the Software nor any portion of the Software will be exported to any country in violation of the United States Export Administration Act or related laws and regulations. Licensee shall be liable for and shall pay all charges and taxes (local, state, federal and foreign), including all sales and use taxes, which may now or in the future be imposed or levied upon the license or possession of the Software, excluding taxes based on Company's income. 5. WARRANTIES AND LIMITATION OF LIABILITY. Licensee understands and agrees that the Software is provided "AS IS" WITH NO WARRANTIES WHATSOEVER FROM PHOENIX AND ITS SUPPLIERS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY, NONINFRINGEMENT, FITNESS FOR ANY PARTICULAR PURPOSE, OR ANY WARRANTY OTHERWISE ARISING OUT OF ANY PROPOSAL, SPECIFICATION, OR SAMPLE. IN NO EVENT WILL PHOENIX OR ITS SUPPLIERS BE LIABLE TO LICENSEE FOR ANY LOSS OF PROFITS, LOSS OF USE, INCIDENTAL, CONSEQUENTIAL, INDIRECT, OR SPECIAL DAMAGES ARISING OUT OF THIS AGREEMENT, WHETHER OR NOT PHOENIX OR ITS SUPPLIERS HAVE ADVANCE NOTICE OF THE POSSIBILITY OF SUCH DAMAGES. 6. TERMINATION. The Software license granted under this Agreement is effective until terminated, and will terminate immediately without notice to Licensee in the event Licensee fails to comply with any provision of this Agreement. Upon any such termination, Licensee must destroy the Software, any copies, and any related documentation. Licensee's obligations under this Agreement shall survive termination of the license granted under this Agreement for the earlier of the longest term allowed by applicable law or until Phoenix makes the Software available to the public without restrictions on disclosure. 7. GENERAL. Licensee agrees that it has read this Agreement, understands it, agrees to be bound by its terms, and that this Agreement is the complete and exclusive agreement between Company and Licensee, and supersedes and merges all prior oral or written understandings between the parties relating to this Agreement 4