NVIDIA VIDEO CODEC SDK LICENSE AGREEMENT (“Agreement”)

BY DOWNLOADING, INSTALLING OR USING THE SOFTWARE AND OTHER AVAILABLE MATERIALS,
YOU (“LICENSEE”) AGREE TO BE BOUND BY THE FOLLOWING TERMS AND CONDITIONS
OF THIS AGREEMENT. If Licensee does not agree to the terms and condition of
this Agreement, THEN do not downLOAD, INSTALL OR USE the SOFTWARE AND MATERIALS.

The materials available for download to Licensees may include software in both
sample source code ("Source Code") and object code ("Object Code") versions
(collectively, the “Software”), documentation and other materials (collectively,
these code and materials referred to herein as "Licensed Materials"). Except
as expressly indicated herein, all terms and conditions of this Agreement apply
to all of the Licensed Materials.

Except as expressly set forth herein, NVIDIA owns all of the Licensed Materials
and makes them available to Licensee only under the terms and conditions set
forth in this Agreement.

License: Subject to Licensee’s compliance with the terms of this Agreement,
NVIDIA grants to Licensee a nonexclusive, non-transferable, worldwide, royalty-free,
fully paid-up license and right to install, use, reproduce, display, perform,
modify the Source Code of the Software, and to prepare and have prepared derivative
works thereof, and distribute the Software and derivative works thereof (in
object code only) as integrated in Licensee software products solely for use
with supported NVIDIA GPU hardware products as specified in the accompanying
release notes. The following terms apply to the Licensed Material:

Derivative Works: Subject to the License Grant Back below, Licensee shall own
any Derivative Works it creates directly to the Source Code that integrates
with Licensee’s software product ("Modification(s)") subject to NVIDIA’s
ownership of the underlying Source Code and all intellectual property rights
therein.

Distribution: Licensee may distribute the Software (in object code form) integrated
with Licensee software products only to Licensee’s authorized distributors,
resellers, and others in Licensee’s distribution chain for Licensee product
and end users and grant to such third party a sublicense to use the Software
under a written, legally enforceable agreement that has the effect of protecting
the Software and the rights of NVIDIA under terms no less restrictive than this
Agreement.

Limitations: Unless otherwise authorized in the Agreement, Licensee shall not
otherwise assign, sublicense, lease, or in any other way transfer or disclose
Software to any third party. Licensee agrees not to disassemble, decompile or
reverse engineer the Object Code or use or modify any of the Licensed Materials
to enable screen scraping, data scraping, or any other activity with the purpose
of capturing copyright protected content in violation of a third party party’s
intellectual property or other proprietary rights. Licensee shall indemnify
NVIDIA for any and all claims, liabilities, damages, expenses and costs arising
from Licensee’s breach of the foregoing limitations.

License Grant Back: Licensee hereby grants to NVIDIA and its affiliates a worldwide,
non-exclusive, irrevocable, perpetual, sublicenseable (through multiple tiers
of sublicensees), royalty-free and fully paid-up right and license to the Modification(s)
created by or on behalf of Licensee so that NVIDIA may copy, modify, create
derivatives works thereof, to use, have used, import, make, have made, sell,
offer to sell, sublicense (through multiple tiers of sublicensees), distribute
(through multiple tiers of distributors) such derivative work(s) on a stand-alone
basis or as incorporated into the Licensed Materials or other related technologies.
For the sake of clarity, NVIDIA is not prohibited or otherwise restricted from
independently developing new features or functionality with respect to the Licensed
Materials

No Other License: No rights or licenses with respect to any proprietary information
or patent, copyright, trade secret or other intellectual property right owned
or controlled by NVIDIA are granted by NVIDIA to Licensee under this Agreement,
expressly or by implication, except as expressly provided in this Agreement.

Confidentiality: If applicable, any exchange of Confidential Information (as
defined in the NDA) shall be made pursuant to the terms and conditions of a
separately signed Non-Disclosure Agreement (“NDA”) by and between NVIDIA
and You. For the sake of clarity, You agree that (a) the Software (in source
code form); and (b) Your use of the Software is considered Confidential Information
of NVIDIA.

If You wish to have a third party consultant or subcontractor ("Contractor")
perform work on Your behalf which involves access to or use of Software, You
shall obtain a written confidentiality agreement from the Contractor which contains
terms and obligations with respect to access to or use of Software no less restrictive
than those set forth in this Agreement and excluding any distribution or sublicense
rights, and use for any other purpose than permitted in this Agreement. Otherwise,
You shall not disclose the terms or existence of this Agreement or use NVIDIA's
name in any publications, advertisements, or other announcements without NVIDIA's
prior written consent. Unless otherwise provided in this Agreement, You do not
have any rights to use any NVIDIA trademarks or logos.

Intellectual Property Ownership: Except as expressly licensed to Licensee under
this Agreement, NVIDIA reserves all right, title and interest, including but
not limited to all intellectual property rights, in and to the Licensed Materials
and any derivative work(s) made thereto. The algorithms, structure, organization
and Source Code are the valuable trade secrets and confidential information
of NVIDIA.

Licensee acknowledges and agrees that it is Licensee’s sole responsibility
to obtain any, additional, third party licenses required to make, have made,
use, have used, sell, import, and offer for sale Licensee products that include
or incorporate any third party technology such as operating systems, audio and/or
video encoders and decoders or any technology from, including but not limited
to, Microsoft, Thomson, Fraunhofer IIS, Sisvel S.p.A., MPEG-LA, and Coding Technologies
(“Third Party Technology”). Licensee acknowledges and agrees that NVIDIA
has not granted to Licensee under this Agreement any necessary patent rights
with respect to the Third Party Technology. As such, Licensee’s use of the
Third Party Technology may be subject to further restrictions and terms and
conditions. Licensee acknowledges and agrees that Licensee is solely and exclusively
responsible for obtaining any and all authorizations and licenses required for
the use, distribution and/or incorporation of the Third Party Technology.

Licensee shall, at its own expense fully indemnify, hold harmless, defend and/or
settle any claim, suit or proceeding that is asserted by a third party against
NVIDIA and its officers, employees or agents, to the extent such claim, suit
or proceeding arising from or related to Licensee’s failure to fully satisfy
and/or comply with the third party licensing obligations related to the Third
Party Technology (a “Claim”). In the event of a Claim, Licensee agrees to:
(a) pay all damages or settlement amounts, which shall not be finalized without
the prior written consent of NVIDIA, (including other reasonable costs incurred
by NVIDIA, including reasonable attorneys fees, in connection with enforcing
this paragraph); (b) reimburse NVIDIA for any licensing fees and/or penalties
incurred by NVIDIA in connection with a Claim; and (c) immediately procure/satisfy
the third party licensing obligations before using the Software pursuant to
this Agreement.

Term of Agreement: This Agreement shall become effective from the date of the
initial download and shall remain in effect for one year thereafter, unless
terminated as provided below. Unless either party notifies the other party of
its intent to terminate this Agreement at least thirty (30) days prior to the
end of the Initial Term or the applicable renewal period, this Agreement will
be automatically renewed for one (1) year renewal periods thereafter, unless
terminated in accordance with the “Termination” provision of this Agreement.

NVIDIA may terminate this Agreement (and with it, all of Licensee’s right
to the Licensed Materials) if (i) Licensee fails to comply with any of the terms
and conditions of this Agreement and if the breach is not cured within thirty
(30) days after notice thereof. Upon expiration or termination of this Agreement
pursuant to this paragraph, Licensee shall immediately cease using the Licensed
Materials and return or destroy or copies thereof in its possession.

Defensive Suspension:If Licensee commences or participates in any legal proceeding
against NVIDIA, then NVIDIA may, in its sole discretion, suspend or terminate
all license grants and any other rights provided under this Agreement.

No Support: NVIDIA has no obligation to support or to continue providing or
updating any of the Licensed Materials.

No Warranty: THE LICENSED MATERIALS PROVIDED BY NVIDIA TO LICENSEE HEREUNDER
ARE PROVIDED "AS IS." NVIDIA DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY,
INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT.

Limitation of Liability: NVIDIA SHALL NOT BE LIABLE TO LICENSEE, LICENSEE’S
CUSTOMERS, OR ANY OTHER PERSON OR ENTITY CLAIMING THROUGH OR UNDER LICENSEE
FOR ANY LOSS OF PROFITS, INCOME, SAVINGS, OR ANY OTHER CONSEQUENTIAL, INCIDENTAL,
SPECIAL, PUNITIVE, DIRECT OR INDIRECT DAMAGES (WHETHER IN AN ACTION IN CONTRACT,
TORT OR BASED ON A WARRANTY), EVEN IF NVIDIA HAS BEEN ADVISED OF THE POSSIBILITY
OF SUCH DAMAGES. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF
THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. IN NO EVENT SHALL NVIDIA’S AGGREGATE
LIABILITY TO LICENSEE OR ANY OTHER PERSON OR ENTITY CLAIMING THROUGH OR UNDER
LICENSEE EXCEED THE AMOUNT OF MONEY ACTUALLY PAID BY LICENSEE TO NVIDIA FOR
THE LICENSED MATERIALS.

Applicable Law and Jurisdiction: This Agreement shall be deemed to have been
made in, and shall be construed pursuant to, the laws of the State of Delaware.
The state and/or federal courts residing in Santa Clara County, California shall
have exclusive jurisdiction over any dispute or claim arising out of this Agreement.
The United Nations Convention on Contracts for the International Sale of Goods
is specifically disclaimed.

Feedback:Licensee may, but is not obligated to, provide to NVIDIA any suggestions,
comments and feedback regarding the Licensed Materials that are delivered by
NVIDIA to Licensee under this Agreement (collectively, “Licensee Feedback”).
NVIDIA may use and include any Licensee Feedback that Licensee voluntarily provides
to improve the Licensed Materials or other related NVIDIA technologies. Accordingly,
if Licensee provides Licensee Feedback, Licensee grants NVIDIA and its licensees
a perpetual, irrevocable, worldwide, royalty-free, fully paid-up license grant
to freely use, have used, sell, modify, reproduce, transmit, license, sublicense
(through multiple tiers of sublicensees), distribute (through multiple tiers
of distributors), and otherwise commercialize the Licensee Feedback in the Licensed
Materials or other related technologies.

RESTRICTED RIGHTS NOTICE: Licensed Materials has been developed entirely at
private expense and is commercial computer software provided with RESTRICTED
RIGHTS. Use, duplication or disclosure by the U.S. Government or a U.S. Government
subcontractor is subject to the restrictions set forth in the license agreement
under which Licensed Materials was obtained pursuant to DFARS 227.7202-3(a)
or as set forth in subparagraphs (c)(1) and (2) of the Commercial Computer Software
- Restricted Rights clause at FAR 52.227-19, as applicable. Contractor/manufacturer
is NVIDIA, 2701 San Tomas Expressway, Santa Clara, CA 95050.

Miscellaneous: If any provision of this Agreement is inconsistent with, or cannot
be fully enforced under, the law, such provision will be construed as limited
to the extent necessary to be consistent with and fully enforceable under the
law. This Agreement is the final, complete and exclusive agreement between the
parties relating to the subject matter hereof, and supersedes all prior or contemporaneous
understandings and agreements relating to such subject matter, whether oral
or written. This Agreement is solely between NVIDIA and Licensee. There are
no third party beneficiaries, express or implied, to this Agreement. This Agreement
may only be modified in writing signed by an authorized officer of NVIDIA. Licensee
agrees that it will not ship, transfer or export the Licensed Materials into
any country, or use the Licensed Materials in any manner, prohibited by the
United States Bureau of Industry and Security or any export laws, restrictions
or regulations. This Agreement, and Licensee’s rights and obligations herein,
may not be assigned, subcontracted, delegated, or otherwise transferred by Licensee
without NVIDIA’s prior written consent, and any attempted assignment, subcontract,
delegation, or transfer in violation of the foregoing will be null and void.
The terms of this Agreement shall be binding upon assignees.