Form Of Electronic Software License Agreement

Exhibit 10.39
SOFTWARE LICENSE AGREEMENT


AVID TECHNOLOGY, INC. ("AVID") OR ITS AUTHORIZED DISTRIBUTOR OR RESELLER AS THE CASE MAY BE (AVID OR SUCH DISTRIBUTOR OR RESELLER IS SOMETIMES HEREINAFTER REFERRED TO AS "LICENSOR") IS WILLING TO LICENSE THIS SOFTWARE TO YOU, THE LICENSEE, ONLY UPON THE CONDITION THAT YOU ACCEPT THE TERMS CONTAINED IN THIS LICENSE. BY CLICKING ON THE "ACCEPT" BUTTON, YOU ARE CONSENTING TO BE BOUND BY ALL THE TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL THESE TERMS, THEN LICENSOR IS UNWILLING TO LICENSE THE SOFTWARE TO YOU, IN WHICH EVENT YOU SHOULD CLICK THE "DO NOT ACCEPT" BUTTON AND THE INSTALLATION WILL NOT PROCEED. IF YOU DO NOT ACCEPT YOU MAY RETURN THE SOFTWARE WITHIN SEVEN DAYS OF THE DATE OF PURCHASE TO THE PLACE YOU OBTAINED IT FOR A FULL REFUND.


1. DEFINITIONS (as used in this Agreement): (a) "SOFTWARE" means all software, in object code only, provided by Licensor to you hereunder, together with all firmware, technology contained in circuit boards, and all Avid-authorized updates, replacements or modifications provided to you.


(b) "HARDWARE" means any computer and/or other equipment which is sold by Licensor to you in conjunction with the Software. The Hardware may contain refurbished parts.


(c) "DOCUMENTATION" means the user guides, reference manuals, installation materials and other written materials relating to the System which Licensor provides to you


(d) "SYSTEM" means a system furnished by Licensor and comprised of Hardware and/or Software and related Documentation.


2. LIMITED USE LICENSE (a) Subject to the terms and conditions contained in this Agreement, Licensor grants, and you accept, a non-exclusive, non-transferable (except as provided below) license and right (i) to use the Software only on and in connection with the Hardware at your site, and (ii) to use the Documentation, in each case for your internal purposes only. You may not use the Software separate from the Hardware, or any replacement Hardware, and you may not make copies of the Software or Documentation, except that you may make one copy of the Software solely for back-up purposes. Additionally, you may not distribute copies of the Software or the Documentation to others nor may you modify or translate the Software or Documentation. You may not transfer the Software or this license, except in compliance with Avid's license transfer procedures, which among other things require the transferee prior to such transfer to agree in writing to be bound by your obligations hereunder. Notwithstanding the foregoing, you may rent the System to a third party for a temporary, defined period provided: (i) you may not rent the Software separate from the Hardware; (ii) you remain responsible for all of your obligations hereunder; (iii) you ensure that each such third party complies with all obligations hereunder; (iv) you notify Avid on request of the location of the System; and (v) you indemnify, defend and hold Licensor (if not Avid) and Avid harmless from and against any claims or liabilities that may arise from your rental of the System.


(b) You will take all reasonable steps to safeguard the Software and the Documentation and to ensure that no unauthorized persons have access to the Software or the Documentation, and that no persons authorized to have such access shall take any action which would be prohibited by this Agreement if taken by you. You will not attempt to reverse engineer or reverse compile the Software, in whole or in part, except that if the country in which you are located requires Licensor to allow you to reverse engineer the Software you may do so only for the specific purposes for which Licensor is required by law to allow you to reverse engineer. You will include and will not alter or remove any copyright, patent, trade secret, proprietary and/or other legal notices contained on or in the System, including the Software or the Documentation. The existence of any such notices on or in the System shall not be construed as an admission that publication has occurred.


(c) The Software may have "authorization keys" which shall be provided to you. An authorization key is a unique series of data elements which enables you to use the Software. Such keys are confidential and non-transferable and must be destroyed by you upon termination of the license.


(d) If you are renting the System from the licensee who purchased the System from Licensor, you shall be bound by all the terms and conditions of this Agreement to the same extent as the such licensee; provided, however, that Licensor makes no warranties to you under Section 6 below, and you shall not be entitled to any Software maintenance and support, if any, provided by Avid under Section 7 below.


3. TITLE This license is not a sale of the Software or any copy. Avid retains title and ownership of the Software and the documentation, incl ...