NTT Advanced Technology Corporation 
DRAGRI(tm) Lite SOFTWARE 
END-USER SOFTWARE LICENSE AGREEMENT


IMPORTANT:  Please read this End-User Software License Agreement ("Agreement") carefully.  It sets forth the terms by which you (either an individual or an entity) ("Licensee") are acquiring a license to use the NTT Advanced Technology Corporation ("NTT-AT") DRAGRI(tm) Lite Software and associated media and documentation ("Licensed Software") that accompany this Agreement.  BY EXECUTING THIS AGREEMENT, CLICKING THE "YES" BUTTON UPON LICENSED SOFTWARE INSTALLATION, INSTALLING, COPYING OR OTHERWISE USING THE LICENSED SOFTWARE, LICENSEE IS ACCEPTING AND AGREEING TO BE BOUND BY THE TERMS OF THIS AGREEMENT.  IF LICENSEE DOES NOT AGREE TO THE TERMS OF THIS AGREEMENT, CLICK THE "NO" BUTTON UPON LICENSED SOFTWARE INSTALLATION AND DO NOT INSTALL THE LICENSED SOFTWARE AND RETURN THE LICENSED SOFTWARE WITHIN THIRTY (30) DAYS OF PURCHASE FOR A FULL REFUND OF ANY LICENSE FEES PAID.

1. GRANT OF LICENSE.  On the terms and conditions of this Agreement, and upon payment of all applicable license fees, NTT-AT grants to Licensee a non-exclusive, non-transferable, worldwide license to:  (a) install and use the Licensed Software in machine-readable object code form only in the configuration and to the scope identified in or by an Order Form accepted by NTT-AT and enabled by a Software License Key provided by NTT-AT; and (b) make one copy of the Licensed Software solely for the back-up or archival purposes, provided that such copy must contain all proprietary notices affixed to or appearing in the original copy.

2. OWNERSHIP AND OTHER RESTRICTIONS.  (a) The Licensed Software and all copyrights, patents, trade secrets, or trademarks or other intellectual property rights protecting or pertaining to any aspect of the Licensed Software are and shall remain the sole and exclusive property of NTT and NTT-AT; except the copyrights on the products of The Independent JPEG Group, and Info-ZIP. This Agreement does not convey title or ownership to Licensee, but instead gives Licensee only the limited rights set forth in this Agreement.  NTT and NTT-AT reserve all rights not expressly granted by this Agreement. At the termination of the license agreement between NTT and NTT-AT sole ownership of the Licensed Software and all copyrights, patents, trade secrets, or trademarks or other intellectual property rights protecting or pertaining to any aspect of the Licensed Software shall revert to the sole ownership NTT and all obligations of a Software Licensee will continue to apply.  (b) Except as expressly authorized in this Agreement, Licensee may not:  (i) use, make, sublicense, rent, lease, sell, display, distribute or copy originals or copies of the Licensed Software, or to permit anyone else to do so; (ii) modify, create derivative works of, reverse engineer, unencrypted, decompile, disassemble or otherwise translate the Licensed Software or allow anyone else to do so (except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation); (iii) remove any patent, copyright or trademark or other intellectual property notices that may appear on any part of the Licensed Software or the documentation; (iv) assign or transfer its rights under this Agreement or its rights to the Licensed Software without the prior written consent of NTT-AT; and (v) use the software to assist in: research, design, manufacture, fabrication or support development of any offensive or defensive weapon, weapon system; or to be included in the design of a weapon as apart thereof or to support (actively or passively)  any military or weapons related project.  Upon any such transfer or assignment, Licensee must transfer all copies of the Licensed Software and assignee must agree in writing to all the terms of this Agreement.  (c) Licensee authorizes NTT-AT or its designee to audit its compliance with this Agreement, as NTT-AT deems reasonable.  (d) Licensee acknowledges that money damages may not be an adequate remedy for any breach or violation of any requirement set forth in Sections 1 and 2 of this Agreement and that any such breach or violation may leave NTT-AT without an adequate remedy at law.  Licensee therefore agrees that, in addition to any other remedies available at law, in equity or under this Agreement, NTT-AT shall be entitled to obtain temporary, preliminary and permanent injunctive relief, without bond, from a court of competent jurisdiction to restrain any such breach or violation.

3. NO PRODUCT MAINTENANCE AND SUPPORT.  Licensee is not entitled to any maintenance or support for the Licensed Software or any upgrades or enhancements under this Agreement.  Licensee may purchase from NTT-AT maintenance and support pursuant to the terms, conditions and pricing of NTT-AT's maintenance and support agreement as in effect on the date of Licensee's purchase.  All upgrades and enhancements made available to Licensee shall become part of the Licensed Software and become subject to this Agreement.

4. LIMITED WARRANTY/EXCLUSIVE REMEDIES.  NTT-AT warrants that for ninety (90) days from date of delivery to Licensee, the Licensed Software shall perform substantially in accordance with the accompanying documentation.  NTT-AT's warranty is conditioned upon:  (a) the use of the Licensed Software in accordance with the documentation and other instructions provided by NTT-AT and shall be null and void if Licensee alters or modifies the Licensed Software without NTT-AT's prior written approval, does not use the Licensed Software in accordance with the documentation and NTT-AT's instructions, or if the Licensed Software fails because of any accident, abuse or misapplication; and (b) Licensee notifying NTT-AT in writing of the claimed nonconformity within ninety (90) days after delivery of the Licensed Software to Licensee.  As NTT-AT's sole liability and Licensee's sole remedy respecting the Licensed Software's nonconformance with the limited warranty set forth in this Section 4, NTT-AT may at its option:  (i) use reasonable efforts to correct the Licensed Software to make it conform substantially with the specifications set forth in the documentation; (ii) replace the Licensed Software; or (iii) upon return of the Licensed Software to NTT-AT, refund the license fees paid by Licensee under this Agreement and terminate this Agreement.  NTT-AT DOES NOT REPRESENT OR WARRANT THAT THE LICENSED SOFTWARE WILL OPERATE PROPERLY WITH OTHER HARDWARE OR SOFTWARE, THAT THE LICENSED SOFTWARE WILL MEET LICENSEE'S REQUIREMENTS OR EXPECTATIONS OR THAT OPERATION OF THE LICENSED SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE.

5. NO OTHER WARRANTY.  EXCEPT AS SET FORTH IN SECTION 4, NTT-AT IS PROVIDING THE LICENSED SOFTWARE "AS IS," AND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NTT-AT SPECIFICALLY DISCLAIMS ANY AND ALL OTHER WARRANTIES, CONDITIONS OR REPRESENTATIONS (WHETHER EXPRESS, IMPLIED OR STATUTORY, OR ORAL OR WRITTEN) WITH RESPECT TO THE LICENSED SOFTWARE INCLUDING WITHOUT LIMITATION ANY AND ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE (WHETHER OR NOT NTT-AT KNOWS, HAS REASON TO KNOW, HAS BEEN ADVISED OR IS OTHERWISE IN FACT AWARE OF ANY SUCH PURPOSE) OR CONDITIONS OF TITLE OR NONINFRINGEMENT WHETHER ALLEGED TO ARISE BY OPERATION OF LAW, BY REASON OF CUSTOM OR USAGE IN THE TRADE OR BY COURSE OF DEALING.  NTT-AT ALSO EXPRESSLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY OR REPRESENTATION TO ANY PERSON OTHER THAN LICENSEE.  THIS LIMITED WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS.  YOU MAY HAVE OTHERS, WHICH VARY FROM STATE/JURISDICTION TO STATE/JURISDICTION.

6. LIMITATION OF LIABILITY.  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE CUMULATIVE LIABILITY OF NTT-AT FOR ALL CLAIMS OF ANY NATURE RELATED TO THE LICENSED SOFTWARE OR OTHERWISE ARISING FROM THIS AGREEMENT, INCLUDING ANY CAUSE OF ACTION BASED ON WARRANTY, CONTRACT, TORT, STRICT LIABILITY PATENT OR COPYRIGHT INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY, SHALL NOT EXCEED THE TOTAL AMOUNT OF ALL LICENSE FEES THAT LICENSEE HAS ACTUALLY PAID UNDER THIS AGREEMENT.  NEITHER NTT-AT NOR ANY OF ITS RESELLERS, SUPPLIERS OR LICENSORS SHALL BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, WHETHER IN CONTRACT, IN TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, OR FOR ANY LOSS OF PROFITS, LOSS OF SAVINGS, LOSS OF DATA OR LOSS OF USER DAMAGES ARISING OUT OF THIS AGREEMENT OR THE USE OF (OR INABILITY TO USE) THE LICENSED SOFTWARE EVEN IF NTT-AT OR RESELLER, SUPPLIER OR LICENSOR HAS BEEN AWARE OF THE POSSIBILITY OF SUCH POTENTIAL LOSS OR DAMAGE.  IN NO EVENT WILL NTT-AT BE LIABLE FOR ANY CLAIM BROUGHT MORE THAN ONE (1) YEAR AFTER THE CAUSE OF ACTION AROSE OR SHOULD HAVE BEEN DISCOVERED.  BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

7. TERMINATION.  Without prejudice to any other rights it may have under this Agreement or at law or equity, NTT-AT may terminate this Agreement if Licensee fails to comply with the terms of this Agreement.  Upon termination of this Agreement for any reason, Licensee will immediately discontinue use of the Licensed Software, destroy or return to NTT-AT all copies of the Licensed Software in whatever form they exist, including all back-up copies, and certify in writing to NTT-AT that all copies have been destroyed.  Sections 2, 3, 4, 5, 6 and 8 of this Agreement shall survive termination of this Agreement, along with Licensee's obligation to pay outstanding license fees and any other terms, which by their nature require survival.  

8. INDEMNIFICATION.  The Licensed Software is intended for use only with properly licensed media, content, and content creation tools.  It is Licensee's responsibility to ascertain whether any copyright, patent or other licenses are necessary and to obtain any such licenses to create, encode and/or transmit such media and content.  Licensee agrees to create, encode and/or transmit only those materials for which it has the necessary patent, copyright or other permissions, licenses and/or clearances.  Licensee agrees to hold harmless, indemnify and defend NTT-AT, its officers, directors and employees, from and against any losses, damages, fines and expenses (including attorneys' fees and costs) arising out of or relating to any claims that Licensee has encoded, compressed, copied or transmitted any materials (other than materials provided by NTT-AT) in connection with the Licensed Software in violation of another party's rights or in violation of any law.

9. EXPORT/JAPANESE GOVERNMENT RESTRICTIONS.  (a) Licensee agrees to comply strictly with all export laws and restrictions (trade, criminal, military and scientific) or regulations of Japan or foreign agency or authority, and not to export, or allow the export or re-export of the Licensed Software or any technical data: (i) into (or to a national or resident of) Iraq, Libya, North Korea, Iran, or any other country to which Japan has embargoed goods in violation of any such restriction, law or regulation, without all necessary approvals.  (b) The Licensed Software and documentation are provided with RESTRICTED RIGHTS.  Manufacturer/contractor is NTT-AT. Shinjuku Mitsui Bldg. 2-1-1, Nishi-shinjuku, Tokyo, 163-0431, Japan.

10. GENERAL TERMS.  (a) This Agreement shall be governed by and construed in accordance with the laws of Japan without reference to conflicts of law principles.  Licensee consents to the exclusive jurisdiction and venue of the Tokyo District Court of Japan for resolution of any disputes concerning this Agreement.  This Agreement will not be governed by the United Nations Convention of Contracts for the International Sale of Goods, the application of which is hereby expressly excluded.  (b) If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to recover from the losing party its reasonable attorneys' fees, costs and necessary disbursements in addition to any other relief to which such party may be entitled.  (c) This Agreement and any accompanying NTT-AT Order Form(s) accepted by NTT-AT constitute the entire agreement between the parties with respect to its subject matter and supersede and replace all prior or contemporaneous understandings or agreements, written or oral, regarding its subject matter.  No amendment to or modification of this Agreement will be binding unless in writing and signed by duly authorized representatives of both NTT-AT and Licensee.  The acceptance of any purchase order placed by Licensee is expressly made conditional on Licensee's consent to the terms set forth in this Agreement, and not those in the purchase order form, and Licensee agrees that any such conditional or different terms are void.  (d) The failure of either party to enforce any provision of this Agreement shall not be deemed a waiver of that provision or any other available right or remedy.  (e) In the event that any provision of this Agreement is found to be invalid, illegal or unenforceable pursuant to judicial decree or decision, the remainder of this Agreement shall remain valid and enforceable according to its terms.

"NTT Advanced Technology Corporation", the company logo, "NTT-AT", "DRAGRI(tm)", www.ntt-at.com, www.dragri-fan.com are: domain names, trade names, logos and/or service marks of NTT Advanced Technology Corporation and/or its affiliated companies   "The Independent JPEG Group", "Info-ZIP" and all other trademarks, marks and logos used in the software are the trademarks and service marks of the respective owners. in the United States and other countries.  Use of this software may also be protected by one or more Japanese. Patents (2000-231431, 8/22/2000) U.S. patents pending. Other International patents and patents pending may also be applicable in their respective countries.

Copyright (c) 2002 by NTT Advanced Technology Corporation.  All rights reserved.
