Meida Road Inc. SpeedCheck Pro License Agreement IMPORTANT -- BY DOWNLOADING OR INSTALLING THE SOFTWARE, YOU ARE INDICATING YOUR ASSENT TO THE TERMS OF THIS LICENSE. IF YOU DO NOT AGREE TO ALL OF THE FOLLOWING TERMS, DO NOT DOWNLOAD OR INSTALL THE SOFTWARE OR DISCONTINUE USE IMMEDIATELY AND DESTROY ALL COPIES. -- PLEASE READ THE FOLLOWING TERMS CAREFULLY BEFORE PROCEEDING. THIS LICENSE AGREEMENT ("AGREEMENT") CONTAINS WARRANTY AND LIABILITY DISCLAIMERS. 1. Definition. "Software" means SpeedCheck Pro (any version) and any related updates supplied by Media Road Inc. ("Media Road") 2. The software is delivered to you electronically only, you may download the Software from Media Road's web site. The Software shall not be shipped to you by mail, courier or any other postal services. 3. License 3.1 Trial Period License. Upon request, you can get free trial version of the software. You may download and use the Software for free for thirty (30) days after installation ("Trial Period"). During the Trial Period, Media Road Inc. grants you a limited, non-exclusive license to copy and use the Software for evaluation purposes and only for internal use. Technical support is available to you during the Trial Period. 3.2 After Trial Period. This Software is licensed, not sold. During the Trial Period, you have the option of paying a license fee in order to be able to use the Software after expiration of the Trial Period. Upon your payment of the license fee, Media Road Inc. provides you with a registration key (License Key) and grants you a limited, non-exclusive license to (a) use the Software on a single host or multiple hosts* (depending on which package you purchase) at any time; If you do not pay the license fee before the Trial Period expires, the present License will be immediately terminated and you lose any right to the Software. *Host definition: A fully qualified domain name (FQDN) identifying one specific host computer within the Internet. e.g. company.com, www.company.com, somename.company.com are your HOSTS. 3.3 Upon your payment of the license fee, the software is licensed and the Trial Period License will be immediately terminated. 4. Restrictions. 4.1. You may not provide or make available by any means the License Key to any third party. You undertake to take such steps as are necessary in order to protect the License Key against unauthorized use. You allow Media Road Inc. and its distributors to employ technical means in order to check the conformity of your use of the Software to the terms of this License. Should a multiple use of the License Key be detected, Media Road Inc. is entitled to damages for the prejudice suffered and may terminate your use of the Software without any compensation. 4.2. Except from the authorized copy for backup purposes, you may not make additional copies of the Software, nor distribute them. You may not decompile, reverse engineer, disassemble, or otherwise reduce the Software to a human-perceivable form. You may not modify, adapt, translate the Software or any parts thereof, or create derivative works based on the Software. You may not sell, rent, lease, sublicense, transfer, resell for profit or otherwise distribute the Software or any part thereof. Notwithstanding the foregoing, you may in no event transfer education and not-for-resale copies of the Software. 4.3. License Key produced by Media Road Inc. would include your email address, your host or multiple hosts name in encrypted format. 4.4. You may not allow to produce License Key(s) to any third party using Media Road Inc. online key generator. The host names in which you enter must be owned by you. 5. Ownership and Intellectual Property Rights. This Agreement gives you limited rights to use the Software. Media Road Inc. retain any and all rights, title and interest in and to the Software and all copies thereof, including copyrights, patents, trade secret rights, trademarks and other intellectual property rights. All rights not specifically granted in this Agreement, including Federal and International Copyrights, are reserved by Media Road Inc. The structure, organization and code of the Software are valuable trade secrets and confidential information of Media Road Inc. 6. Limited Warranties. 6.1. Media Road Inc. warrants that it holds the proper rights allowing it to license the Software and is not currently aware of any actions which may affect its rights to do so. 6.2. THE SOFTWARE IS PROVIDED ON AN "AS IS" BASIS. EXCEPT AS PROVIDED IN SECTION 6.1, Media Road Inc. MAKES NO WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITATION, YOU ASSUME SOLE RESPONSIBILITY FOR SELECTING THE SOFTWARE TO ACHIEVE YOUR INTENDED RESULTS AND FOR THE INSTALLATION, USE AND RESULTS OBTAINED FROM THE SOFTWARE. Media Road Inc. MAKES NO WARRANTY THAT THE SOFTWARE WILL BE ERROR-FREE OR FREE FROM INTERRUPTIONS OR OTHER FAILURES. IN PARTICULAR, THE SOFTWARE IS NOT DESIGNED FOR USE IN HAZARDOUS ENVIRONMENTS REQUIRING FAIL-SAFE PERFORMANCE. Media Road Inc. EXPRESSLY DISCLAIMS ANY WARRANTY OF FITNESS FOR HIGH-RISK ACTIVITIES. 7. No Refund Because the Software may be downloaded from Media Road Inc.'s web site upon request, and it is provided free of charge during the Trial Period to allow potential customers to evaluate and test it before paying the license fee, Media Road Inc. enforces a strict no-refund policy. Please evaluate and test the Software carefully during the Trial Period. Once you pay the license fee, your payment is final and you may not be reimbursed. 8. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL Media Road Inc. OR ITS DISTRIBUTORS BE LIABLE FOR ANY DAMAGES SUFFERED BY YOU AS A RESULT OF USING THE SOFTWARE. NEITHER Media Road Inc. NOR ITS DISTRIBUTOR WILL BE RESPONSIBLE FOR ANY LOST REVENUE, PROFIT OR DATA, OR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND RELATED TO THE SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. IN NO EVENT SHALL Media Road Inc.’ AGGREGATE LIABILITY TO YOU EXCEED THE LICENSE FEE PAID BY YOU TO Media Road Inc. HEREUNDER.. 9. Duration. This Agreement will terminate at the end of the Trial Period unless you purchase an ongoing license by paying the license fee. In the event that you purchase an ongoing license prior to the end of the Trial Period, this Agreement shall remain in effect until terminated by either party. You may terminate the Agreement at any time by destroying all copies of the Software. Media Road Inc. may terminate the Agreement upon breach of your obligations under the present Agreement. 10. General 10.1. You may not export or re-export, directly or indirectly, the Software into any country prohibited by the United States and Canada regulations. By downloading or installing the Software, you are certifying that you are not a national of any country subject to United States and Canada embargo, such as but not limited to Cuba, Iran, Iraq, North Korea, Sudan, Libya, Syria, and that you are not otherwise prohibited from using the Software. 10.2. Upgrades may be licensed to you under additional or different terms, if so specified in writing. 10.3. If any provision hereof shall be held illegal, invalid or unenforceable, in whole or in part, such provision shall be modified to the minimum extent necessary to make it legal, valid and enforceable, and the legality, validity and enforceability of all other provisions of this Agreement shall not be affected. 10.4. This Agreement is governed by the internal laws of the Canada, to the exclusion of any conflict of laws rules. All disputes relating to this Agreement will be brought before the applicable courts in the Toronto, Canada, and you agree to submit to exclusive personal jurisdiction therein. The parties agree that the Uniform Computer Information Transaction Act (or any statutory implementation of it) and the United Nations Convention on the International Sale of Goods will not apply with respect to this Agreement or the parties’ relationship. 10.5. You may not assign this Agreement in whole or in part, without Media Road Inc.’ prior written consent. Any attempt by you to assign this Agreement without such consent will be null and void. 10.6. This Agreement contains the entire agreement between Media Road Inc. and you relating to the Software and supersedes all prior agreements and understandings, whether oral or written. Media Road Inc. Last updated on Aug 25, 2003.