VANTAGE SOFTWARE LICENSE TERMS AND CONDITIONS PLEASE READ THIS CAREFULLY BEFORE INSTALLING THIS SOFTWARE. THIS AGREEMENT STATES THE TERMS AND CONDITIONS UPON WHICH TELESTREAM, LLC (“TELESTREAM”) OFFERS TO LICENSE TO YOU (“YOU” OR “YOUR”) THE RIGHT TO USE A LIMITED NUMBER OF COPIES OF ITS VANTAGE SOFTWARE AS SPECIFIED IN THE APPLICABLE TELESTREAM INVOICE. AMONG OTHER THINGS, THIS AGREEMENT CONTAINS WARRANTY DISCLAIMERS. BY CLICKING THE ‘I ACCEPT’ BUTTON YOU ARE AGREEING TO BECOME BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT CLICK ON ‘I ACCEPT,’ AND CONTACT TELESTREAM FOR A FULL REFUND. THIS AGREEMENT APPLIES TO ALL VANTAGE SOFTWARE PROVIDED BY TELESTREAM. NO LICENSE IS GRANTED TO ANY OTHER TELESTREAM SOFTWARE UNDER THIS AGREEMENT. THIS AGREEMENT SUPERSEDES ANY EULA, PURCHASE ORDER, TERMS AND CONDITIONS, ORDER ACKNOWLEDGEMENTS OR OTHER AGREEMENTS THAT ARE INCONSISTENT OR CONFLICT WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT, AND TELESTREAM HEREBY REJECTS ANY SUCH INCONSISTENT OR CONFLICTING TERMS AND CONDITIONS. ANY PERSON USING THIS VANTAGE SOFTWARE ON BEHALF OF THEIR EMPLOYER TO WHOM THE SOFTWARE HAS BEEN LICENSED REPRESENTS AND WARRANTS THAT THEY HAVE THE AUTHORITY TO BIND THEIR EMPLOYER TO THIS AGREEMENT AND THE TERM “YOU” OR “YOUR” SHALL INCLUDE SUCH EMPLOYER. Section 1. Definitions. 1.1 “Software” means the version of Telestream’s Vantage software application listed on the invoice to You. 1.2 “Licensed Materials” means, collectively, the Vantage Software and any related Third-Party Software and Documentation provided by Telestream. 1.3 “Third-Party Software” means any software application that is not developed or produced by Telestream, including, but not limited to, those software applications listed as Third Party Licensed Software in the “About” box for the Software and any MPEG-2, MPEG-4, H.264, X.264, H.265 and x.265 encoders, 1.4 “Documentation” shall mean the standard user manuals and/or related documentation generally made available to licensees of the Licensed Materials. Section 2. License Grants. 2.1 Scope of Licenses. (a) Software. Telestream hereby grants You a non-exclusive, non-transferable and non-sublicenseable license to install and operate the Software in machine readable (object code) form on one (1) server operated by or for You for the sole purpose of workflow automation, media analysis or media transcoding, on Your own behalf, and for internal use only, content that You own or are entitled to use. (b) Documentation. Telestream hereby grants You a non-exclusive, non-transferable and non-sublicenseable license to make copies of the Documentation provided by Telestream, solely for use by You in connection with the exercise of rights granted in Section 2.1(a). You acknowledge that no right is granted to modify, adapt, translate, publicly display, publish, create derivative works of or distribute the Documentation. (c) Sublicenses/Resale Prohibited. The licenses granted to You in this License Agreement are not transferable and do not include the right to sublicense or re-sell the Licensed Materials in any manner. 2.2 Limitations on Licenses. (a) No Third Party Services/Authorized Content Only; Internal Use Only. YOU ARE NOT AUTHORIZED TO USE THE LICENSED MATERIALS FOR THE PURPOSE (i) OF MEDIA ENCODING CONTENT WHICH YOU DO NOT OWN OR DO NOT HAVE THE LEGAL RIGHT TO ENCODE. THIS LICENSE IS FOR YOUR INTERNAL USE ONLY. (b) Prohibited Activities. You shall not (i) assign, transfer, lease, time share, rent or distribute the Licensed Materials; (ii) modify or create any derivative work of the Licensed Materials; (iii) reverse assemble, decompile, reverse engineer or attempt to derive source code, the underlying ideas, algorithms, structure or organization of the Licensed Materials; (iv) clone, copy the Software (except the single permitted back-up copy), replicate the database host; or (v) re-sell or provide the Software to a third party. 2.3 Ownership. Your rights in and to the Licensed Materials are solely as set forth in Section 2.1 and do not include any rights of ownership. You agree that, as between Telestream and You, Telestream owns all right, title and interest (including without limitation all copyright, patent, trade secret and other intellectual property rights) to the Licensed Materials. 2.4 Delivery Telestream shall physically or electronically deliver to You one (1) copy of each of the Licensed Materials and Documentation for use by You in exercising Your rights under the licenses granted in Section 2.1. Delivery shall be deemed complete upon receipt by You of media upon which the Licensed Materials and Documentation are digitally stored or on successful completion of any electronic download. Unless otherwise agreed between the parties in a separate written agreement, Telestream shall have no obligation to install or configure the Software or other Licensed Materials for or on behalf of You. Licensed Materials shall be deemed accepted upon delivery. 2.5 Delivery of Key. Upon delivery of the Licensed Materials, Telestream will provide You a temporary key (“Key”) that will permit use of the Software until such time as full payment for the Software is due in accordance with Section 3.1. After full payment is received. Telestream shall provide a Key permitting operation of the Software for the duration of this Agreement. You acknowledge that the Software may not be used until a valid Key is installed. 2.6 Back-Up Copy. You are permitted to make one (1) back-up or archival copy of the Software (excluding documentation) in machine readable (object code) form to support Your authorized use under this Agreement. Such copy shall be labeled “Copy for Back-Up Use Only and Not for Resale.” Documentation may not be copied. All copies are the property of Telestream. 2.7 Export Restrictions. You shall comply with all export and re-export restrictions and regulations of the U.S. Commerce Department and other U.S. agencies and authorities. You will not ship, export, re-export, divert or otherwise dispose or authorize or permit the shipment, exportation, re-exportation, diversion or other disposition, of the Licensed Materials or other materials furnished pursuant to this Agreement, to any party or in any manner which would constitute a violation of any present or future export control law or regulation of the United States. Telestream makes no representation or warranty that the Licensed Materials may be exported without appropriate licenses or permits under applicable law, or that any such license or permit has been, will be or can be obtained. 2.8 Government. The Licensed Materials are a "Commercial Item," as that term is defined at 48 C.F.R. 2.101 (Jan. 2011), consisting of "commercial computer software" and "commercial computer software documentation," as such terms are used in 48 C.F.R. 12.212,  48 C.F.R. 227.7202, and 48 C.F.R. 12.211, respectively.  Consistent with 48 C.F.R. 12.212, and 48 C.F.R. 227.7202-1 through 227.7202-4, all U.S. Government end users' rights to use, modify, reproduce, release, perform, display, or disclose the Licensed Materials and the documentation are as provided by this Agreement.  This U.S. Government Rights clause, consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202, is in lieu of, and supersedes, any other FAR, DFARS, or other clause or provision that addresses Government rights in computer software, computer software documentation or technical data related to the Licensed Materials. Section 3. Fees 3.1 License Fees. In consideration of the licenses granted to You hereunder and the performance of Telestream’s obligations hereunder, You shall pay to Telestream certain fees, in such amounts as may be determined by reference to the applicable Telestream invoice, which fees shall be due and payable, without offset or deduction, within thirty (30) calendar days of invoice date. Late payment not cured within ten (10) days following written notice thereof to You shall be grounds for termination of this Agreement, and all rights granted hereunder, by Telestream. In the alternative, You may elect to finance such payments over an extended term through Hitachi America Corp. subject to credit approval. 3.2 Software Key. Licensee acknowledges that any temporary Key(s) issued under Section 2.5 of this Agreement may expire after the date when full payment of license fees becomes due under Section 3.1. 3.3 Taxes. All amounts payable hereunder shall exclude all applicable sales, use and other similar taxes and similar charges. You will be responsible for payment of all such taxes (other than taxes based on Telestream’s income), fees, duties and charges, and any related penalties and interest, arising from the payment of any fees hereunder, the grant of license rights hereunder, or the delivery of related services. You will make all payments required hereunder to Telestream free and clear of, and without reduction for, any withholding taxes. Any taxes imposed on any payments hereunder to Telestream will be Your sole responsibility, and You will, upon Telestream’s request, provide Telestream with official receipts issued by the appropriate taxing authority, or such other evidence as Telestream may reasonably request, to establish that such taxes have been paid. 3.4 Late Payments; Interest. Any portion of any fee or other amount payable hereunder that is not paid when due will accrue interest at one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law, whichever is less, from the due date until paid. Regular payment terms will be net thirty (30) days from date of invoice. Section 4 Audit Permitted. You shall keep complete and accurate records relating to Your use of the Licensed Materials and Documentation pursuant to this Agreement during the term and for three (3) years after expiration or termination of this A