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ICE EDGE BUSINESS SOLUTIONS

SOFTWARE LICENSE AGREEMENT FOR ICEVISION

PLEASE READ THIS SOFTWARE LICENSE AGREEMENT ("LICENSE") CAREFULLY BEFORE USING THE ICEVISION SOFTWARE. BY USING THE ICEVISION SOFTWARE, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS LICENSE. IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENSE, DO NOT USE THE SOFTWARE. IF THE ICEVISION SOFTWARE WAS ACCESSED ELECTRONICALLY, DO NOT CLICK "START".

1. General. The software and documentation accompanying this License whether by internet access, download, on disk, in read only memory, on any other media or in any other form (collectively "ICEvision software") are licensed, not sold, to you by Ice Edge Business Solutions Ltd. (ICE EDGE) for use only under the terms of this License, and ICE EDGE reserves all rights not expressly granted to you. The rights granted herein are limited to ICE EDGE's and its licensors' intellectual property rights in the ICEvision software and do not include any other patents or intellectual property rights. ICE EDGE retains complete ownership of the ICEvision software. The terms of this License will govern any software upgrades provided by ICE EDGE that replace and/or supplement the original ICEvision software product, unless such upgrade is accompanied by a separate license in which case the terms of that license will govern.

2. Permitted License Uses and Restrictions. This License allows you to install and use the ICEvision software for which full payment has been furnished to ICE EDGE. You may not make the ICEvision software available over a network where it could be used by multiple computers at the same time. You may make one copy of the ICEvision software in machine-readable form for backup purposes only; provided that the backup copy must include all copyright or other proprietary notices contained on the original. Except as and only to the extent expressly permitted in this License or by applicable law, you may not copy, decompile, reverse engineer, disassemble, modify, or create derivative works of the ICEvision software or any part thereof.
In order to use ICEvision to publish User Files, you must register and create an ICE EDGE account. Once you have created an account, you will be a "Registered User." In creating an account, you agree to provide accurate, current, and complete information. You will not use ICEvision to transmit, route, or store any material that infringes any copyrights or intellectual property rights of any third party. ICE EDGE reserves the right to terminate the account of users who infringe or are believed to be infringing the rights of third-party copyright or intellectual property. ICE EDGE reserves the right, in its sole discretion, at any time, to remove User Files that it believes to be in violation of this Agreement.
You are responsible for safeguarding the password that you use to access the account. You agree not to disclose your password to any third party. You agree to take sole responsibility for any activities or actions under your password, whether or not you have authorized such activities or actions. You will immediately notify ICE EDGE of any unauthorized use of your password. You are responsible for keeping your account information current and accurate; ICE EDGE will have no liability for failure to deliver notices that result from inaccurate account information or otherwise.

3. Payment
When you register for an account, and at any time thereafter, ICE EDGE paid accounts are subscription services with recurring credit card charges on a monthly/yearly basis (as offered or selected at time of registration). For certain premium accounts, ICE EDGE may offer the choice of credit card payments or corporate account invoicing. You agree to pay all account charges, and to pay any applicable taxes and other fees that accrue in relation to your use of the Service. For accounts setup on an invoice basis, you agree to pay ICE EDGE all amounts stated in such invoices within thirty (30) days of receipt.
You may cancel a paid account at any time in your account settings. If you cancel an account that is billed on a monthly or annual basis, ICE EDGE will not refund any fees paid by you. Instead, your account will remain active for the remainder of the term for which you paid and will then be converted to a free account.
ICE EDGE reserves the right to discontinue Services at any time without notice, except that ICE EDGE will provide notice of such discontinuation. In the event of such discontinuation by ICE EDGE, ICE EDGE will refund any fees paid by you, prorated proportionally to the amount of time remaining in the then-current subscription period.

4. Transfer. You may not rent, lease, lend, redistribute or sublicense the ICEvision software.

5. Consent to Use of Data. You agree that ICE EDGE and its subsidiaries may collect and use technical and related information, including but not limited to technical information about your computer, system and application software, and peripherals, that is gathered periodically to facilitate the provision of software updates, product support and other services to you (if any) related to the ICEvision software and to verify compliance with the terms of this License. ICE EDGE may use this information, as long as it is in a form that does not personally identify you, to improve our products or to provide services or technologies to you.

6. Other Services
Certain Services may include materials from third parties or links to certain third party web sites. You acknowledge and agree that ICE EDGE is not responsible for examining or evaluating the content or accuracy of any such third-party material or web sites. ICE EDGE does not warrant or endorse and does not assume and will not have any liability or responsibility for any third-party materials or web sites, or for any other materials, products, or services of third parties. Links to other web sites are provided solely as a convenience to you. You agree that you will not use any third-party materials in a manner that would infringe or violate the rights of any other party, and that ICE EDGE is not in any way responsible for any such use by you.
You agree that the Services, including but not limited to graphics, and editorial content, contain proprietary information and material that is owned by ICE EDGE and/or its licensors, and is protected by applicable intellectual property and other laws, including but not limited to copyright, and that you will not use such proprietary information or materials in any way whatsoever except for permitted use of the Services. No portion of the Services may be reproduced in any form or by any means. You agree not to modify, rent, lease, loan, sell, distribute, or create derivative works based on the Services, in any manner.
ICE EDGE and its licensors reserve the right to change, suspend, remove, or disable access to any Services at any time without notice. In no event will ICE EDGE be liable for the removal of or disabling of access to any such Services. ICE EDGE may also impose limits on the use of or access to certain Services, in any case and without notice or liability.

7. Termination. This License is effective until terminated. Your rights under this License will terminate automatically without notice from ICE EDGE if you fail to comply with any term(s) of this License, or if payment due for this License is withheld or payments terminated. Upon the termination of this License, you shall cease all use of the ICEvision software and destroy all copies, full or partial, of the ICEvision software.

8. Disclaimer of Warranties. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE ICEVISION SOFTWARE AND SERVICES (AS DEFINED WITHIN THIS AGREEMENT) IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. THE ICEVISION SOFTWARE AND SERVICES ARE PROVIDED "AS IS", WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND ICE EDGE AND ICE EDGE'S LICENSORS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE ICEVISION SOFTWARE AND SERVICES, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. ICE EDGE DOES NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE ICEVISION SOFTWARE OR SERVICES, THAT THE FUNCTIONS CONTAINED IN THE ICEVISION SOFTWARE OR SERVICES WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE ICEVISION SOFTWARE OR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE ICEVISION SOFTWARE OR SERVICES WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY ICE EDGE OR AN ICE EDGE AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. SHOULD THE ICEVISION SOFTWARE OR SERVICES PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU.

9. Limitation of Liability. TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL ICE EDGE BE LIABLE FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE ICEVISION SOFTWARE OR SERVICES, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) AND EVEN IF ICE EDGE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU. In no event shall ICE EDGE's total liability to you for all damages (other than as may be required by applicable law in cases involving personal injury) exceed the amount of fifty dollars ($50.00). The foregoing limitations will apply even if the above stated remedy fails of its essential purpose.

10. Third Party Functionality
This software contains Autodesk® FBX® code developed by Autodesk, Inc. Copyright 2008 Autodesk, Inc. All rights, reserved. Such code is provided "as is" and Autodesk, Inc. disclaims any and all warranties, whether express or implied, including without limitation the implied warranties of merchantability, fitness for a particular purpose or non-infringement of third party rights. In no event shall Autodesk, Inc. be liable for any direct, indirect, incidental, special, exemplary, or consequential damages (including, but not limited to, procurement of substitute goods or services; loss of use, data, or profits; or business interruption) however caused and on any theory of liability, whether in contract, strict liability, or tort (including negligence or otherwise) arising in any way out of such code.

11. Trademarks. ICE EDGE, the ICE EDGE logo, ICEvison, the ICEvision logo and all other ICE EDGE trademarks, service marks, product names, and trade names of ICE EDGE appearing on the Service are owned by ICE EDGE. You may not use or display any trademark, service mark, product name, trade name, or logo of ICE EDGE without prior written consent.

12. Export Control. You may not use or otherwise export or re-export the ICEvision software except as authorized by United States law and the laws of the jurisdiction in which the ICEvision software was obtained. In particular, but without limitation, the ICEvision software may not be exported or re-exported (a) into any U.S. embargoed countries or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person's List or Entity List. By using the ICEvision software, you represent and warrant that you are not located in any such country or on any such list. You also agree that you will not use these products for any purposes prohibited by United States law, including, without limitation, the development, design, manufacture or production of missiles, or nuclear, chemical or biological weapons.

13. Controlling Law and Severability. This License will be governed by and construed in accordance with the laws of the State of Utah. This License shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. If for any reason a court of competent jurisdiction finds any provision, or portion thereof, to be unenforceable, the remainder of this License shall continue in full force and effect.

14. Complete Agreement; Governing Language. This License constitutes the entire agreement between the parties with respect to the use of the ICEvision software licensed hereunder and supersedes all prior or contemporaneous understandings regarding such subject matter. No amendment to or modification of this License will be binding unless in writing and signed by ICE EDGE. Any translation of this License is done for local requirements and in the event of a dispute between the English and any non-English versions, the English version of this License shall govern.




ICEvision © 2010