LEGAL

RED R3D Software Developer's Kit License Agreement



PLEASEREADTHISRED R3D SDKLICENSEAGREEMENT (“AGREEMENT”) CAREFULYBEFOREUSINGTHERED R3D SDKSOFTWARE. BY USINGTHERED R3D SDKSOFTWARE, YOUAREAGREEING TO BE BOUND BY THETERMS OF THISAGREEMENT. IF YOU DO NOTAGREE TO THETERMS OF THISAGREEMENT, DO NOTUSETHERED R3D SDKSOFTWARE. IF YOU DO NOTAGREE TO THETERMS OF THISAGREEMENT, CLICK “DISAGREE”.

This Agreement is made and entered into as the electronic acceptance click (CLICKAGREE), by and between RED.COM, LLC (“RED”), a Nevada Limited Liability Company with its principal place of business at 34 Parker, Irvine, CA and the user of the RED R3DSDK Software (“Company”) after the electronic acceptance click.

WHEREAS, Company is or may be desirous of using the software developer’s kit to develop applications for RED Products, and RED may be desirous of having Company provide applications to end users;

THEPARTIESHEREBYAGREE AS FOLLOWS:



1. DEFINITIONS

1.1 “Developer,” “You,” and “Your” refer to the Company.

1.2 “Developer Programs” means compiled code generated using the Software, or any part thereof, designed to function with RED Products.

1.3 “Documentation” means explanatory materials supplied with the Software.

1.4 “End User License Agreement” means an end user license agreement that provides a: (a) limited, nonexclusive right to use the subject Developer Program with no further right to reproduce (except for archival and/or backup copies permitted by law) and/or distribute the subject Developer Program; (b) prohibition against distributing, selling, sublicensing, renting, loaning or leasing the subject Developer Program; © prohibition against reverse engineering, decompiling, disassembling or otherwise attempting to discover the source code and/or file formats of the subject Developer Program that is substantially similar to that set forth in Section 3 below; (d) statement that, if Your customer requires any Other RED Software in order to use the Developer Program, (i) Your customer must obtain such Other RED Software via a valid license, and (ii) Your customer’s use of such Other RED Software must be in accordance with the terms and conditions of the end user license agreement that accompanies such Other RED Software; (e) statement that You and Your suppliers retain all right, title and interest in the subject Developer Program that is substantially similar to that set forth as Section 5 below, (f) statement that Your suppliers disclaim all warranties, conditions, representations or terms with respect to the subject Developer Program substantially similar to the disclaimer set forth as Section 7 below, and (g) limit of liability substantially similar to that set forth as Section 8 below for the benefit of Your suppliers.

1.5 “Header File Information” means any header files (including but not limited to *.h files) supplied in connection with the Software, including without limitation any related information detailing contents of header files.

1.6 “Other RED Software” means all versions of RED software and firmware.

1.7 “RED” means RED.COM, LLC, a Nevada Limited Liability Company, 34 Parker, Irvine, California 92618.

1.8 “RED Products” means R3D files and any other file types supported by the Software.

1.9 “Redistributable Software” means (a) the redistributable dynamic library binaries, which may only be distributed in original form and only as component of Your Developer Programs, and (b) the redistributable LUTs, which may only be distributed in original form and only as a component of Your Developer Programs.

1.10 “Sample Code” means sample software in source code format designated in the Documentation as “Sample Code” and/or “Snippets.”

1.11 “Software” means all of the contents of the files, disk(s), CD-ROM or other media with which this Agreement is provided, including but not limited to (i) Sample Code; (ii) Header File Information; (iii) Documentation, (iv) Software Tools, (v) Static Library, (vi) Redistributable Software; and (vii) any upgrades, modified versions, updates, and/or additions thereto, if any, provided to You by RED.

1.12 “Software Tools” means developer tools (including but not limited to plug-ins and compiled samples) supplied with the Software, the selection of which may change from time to time at RED’s sole discretion.

1.13 “Static Library” means static library binaries.

1.14 “Use”, “Used” or “Using” means to access, install, download, copy or otherwise benefit from using the Software.



2. LICENSE

Subject to the terms and conditions of this Software License Agreement (this “Agreement”), RED grants You a non-exclusive, nontransferable, royalty-free license to (a) Use the Software for the sole purpose of internally developing Developer Programs, (b) modify Sample Code as a component of Developer Programs that add significant and primary functionality to the Sample Code, and © distribute Sample Code in object code form only as a component of Developer Programs that add significant and primary functionality to the Sample Code and distribute Redistributable Software in original form only, that is installed only in a private (non-shared) directory location that is used only by Your Developer Programs, provided that (i) You distribute such code or form under the terms and conditions of an End User License Agreement, (ii) You include a copyright notice reflecting the copyright ownership of Developer in such Developer Programs, (iii) You shall be solely responsible to Your customers for any update or support obligation or other liability which may arise from such distribution, (iv) You shall not make any statements that Your Developer Program is “certified,” or that its performance is guaranteed by RED, (v) You do not use RED’s name or trademarks to market Your Developer Program without written permission of RED, and (vi) You do not distribute any (a) source code, (b) Sample Code, © header files, (d) Documentation, (e) Static Library and (f) object code in Software.

Any modified or merged portion of the Sample Code is subject to this Agreement. You may make a limited number of copies of the Documentation to be used by Your employees or consultants for internal development purposes only and not for general business purposes or for distribution by any means, and such employees or consultants shall be subject to this Agreement. You are responsible and liable for the miss-use of the Sample Code by Your employees and consultants. RED is under no obligation to provide any support under this Agreement, including upgrades or future versions of the Software, Other RED Software and/or any component thereof, to Developer, end users, or to any other party.



3. RESTRICTIONS

3.1 General Restrictions. Except for the limited distribution rights as provided in Section 2 above with respect to Sample Code, You may not distribute, share, disclose, sell, sublicense, rent, loan, or lease the Software, Other RED Software, and/or any part thereof to any third party. You also agree not to add or delete any program files that would modify the functionality and/or appearance of Other RED Software and/or any part thereof.

You agree not to reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Software, RED file formats, RED Products, RED protocols, Other RED Software and/or any part thereof.

3.2 Development Restrictions. You agree that You will not Use the Software to create, develop or use any program, software or service which (a) takes away the functionality of RED Products or Other Red Software; (b) exposes and/or discloses Header File Information; © provides access, displays and/or removes secured content or Software identification; (d) contains any viruses, Trojan horses, worms, logic bombs, cancel bots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; (e) when used in the manner in which it is intended, violates any material law, statute, ordinance or regulation (including without limitation the laws and regulations governing export control, unfair competition, antidiscrimination or false advertising); or (f) interferes with the operability of other RED or third-party programs or software which run with Other RED Software.



4. CONFIDENTIALINFORMATION

You agree not to disseminate or in any way disclose the Software (or any portion thereof), or any support communications (if provided) to any person, firm or business except for Your employees who need to know such information and who are bound by a confidentiality obligation consistent with the obligation set forth in this Section 4. Further, You agree to treat the Software (or any portion thereof) and any support communications with the same degree of care as Your own confidential information, but in any event no less than reasonable care. Your obligations under this section with respect to the Software and support communications shall not apply when You can document that such information was (i) in the public domain at or subsequent to the time it was communicated to You by RED through no fault of Yours; or (ii) developed by Your employees or agents independently of and without reference to any information communicated to You by RED.



5. INTELLECTUALPROPERTY, OWNERSHIP, COPYRIGHTPROTECTION

The Software and any authorized copies that You make are the intellectual property of and are owned by RED. The structure, organization and code of the Software are the valuable trade secrets and confidential information of RED. The Software is protected by law, including without limitation the copyright laws of the United States and other countries, and by international treaty provisions. You agree to protect RED’s copyright and other ownership interests in all items in the Software. You agree that all copies of items in the Software reproduced for any reason by You will contain the same copyright, trademark, and other proprietary notices as appropriate and appear on or in the master items delivered by RED in the Software. RED retains all right, title and ownership throughout the world in the intellectual property embodied within the Software. Except as stated herein, this Agreement does not grant You any rights to patents, copyrights, trade secrets, trademarks, or any other rights in respect to the items in the Software, and all rights not expressly granted are reserved by RED.



6. TERM

This Agreement is effective until terminated. RED has the right to terminate this Agreement immediately if You fail to comply with any term of this Agreement. Upon any such termination, You must (a) return all full and partial copies of the items in the Software immediately to RED and (b) discontinue distribution of any Developer Programs. Sections 1, 3, 4, 5, 6, 7, 8, 9, 11, 13, 14 and 15 shall survive any termination and/or expiration of this Agreement.



7. DISCLAIMER OF WARRANTY

RED licenses the Software to You on an “AS IS” basis and without warranty of any kind. REDDOESNOTANDCANNOTWARRANTTHEPERFORMANCE OR RESULTSYOUMAYOBTAIN BY USINGTHESOFTWARE, REDMAKES NO WARRANTIES, CONDITIONS, REPRESENTATIONS OR TERMS, EXPRESS OR IMPLIED, WHETHER BY STATUTE, COMMONLAW, CUSTOM, USAGE OR OTHERWISE AS TO THESOFTWARE OR ANYCOMPONENTTHEREOF, INCLUDINGBUTNOTLIMITED TO NON-INFRINGEMENT OF THIRDPARTYRIGHTS, INTEGRATION, MERCHANTABILITY, SATISFACTORYQUALITY OR FITNESSFORANYPARTICULARPURPOSE.



8. LIMITATION OF LIABILITY

IN NO EVENTWILLRED BE LIABLE TO YOUFORANYDAMAGES, CLAIMS OR COSTSWHATSOEVERARISINGFROMTHISAGREEMENTAND/OR YOURUSE OF THESOFTWARE OR ANYCOMPONENTTHEREOF, INCLUDINGWITHOUTLIMITATIONANYCONSEQUENTIAL, INDIRECT, INCIDENTALDAMAGES, OR ANYLOSTPROFITS OR LOSTSAVINGS, EVEN IF A REDREPRESENTATIVEHASBEENADVISED OF THEPOSSIBILITY OF SUCHLOSS, DAMAGES, CLAIMS OR COSTS OR FORANYCLAIM BY ANYTHIRDPARTY.

RED’S AGGREGATELIABILITYUNDER OR IN CONNECTIONWITHTHISAGREEMENTSHALL BE LIMITED TO FIFTY U.S. DOLLARS ($50.00). Nothing contained in this Agreement limits RED’s liability to You in the event of death or personal injury resulting from RED’s negligence or for the tort of deceit (fraud).



9. INDEMNIFICATION

You agree to defend, indemnify, and hold RED harmless from and against any claims or lawsuits, including reasonable attorneys’ fees, that arise or result from the use or distribution of Developer Programs, provided that RED gives You prompt written notice of any such claim, tenders to You the defense or settlement of such a claim at Your expense, and cooperates with You, at Your expense, in defending or settling such claim.



10. GOVERNMENTREGULATIONS

You agree that any Developer Program that includes Sample Code (i) will include in its license agreement a reference to applicable U.S. Government regulations which control licensing of software and (ii) will not be shipped, transferred, or exported into any country or Used in any manner prohibited by the United States Export Administration Act or any other export laws, restrictions or regulations (collectively the “Export Laws”).

In addition, if any part of the Software is identified as export controlled items under the Export Laws, You represent and warrant that You are not a citizen, or otherwise located within, an embargoed nation (including without limitation Iran, Iraq, Syria, Sudan, Libya, Cuba, North Korea and Serbia) and that You are not otherwise prohibited under the Export Laws from receiving the Software. All rights to Use the Software are granted on condition that such rights are forfeited if You fail to comply with the terms of this Agreement.



11. GOVERNINGLAW & JURISDICTION

This Agreement will be governed by and construed in accordance with the laws of the United States and the State of California. The parties consent to the exclusive jurisdiction of the state courts and U.S. federal courts located in Orange County, California for any dispute arising out of this Agreement, and the parties waive their right to have an action under this Agreement brought or tried elsewhere. This Agreement will not be governed by the conflict of law rules or the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. The prevailing party in any action under this Agreement shall be entitled to recover its reasonable attorneys’ fees in addition to any other damages or other awards ordered by the Court.



12. GOVERNMENTACQUISITION

You agree that you will not license the Software for acquisition by the U.S. Government, or any contractor thereto without written consent from RED.



13. GENERAL

You may not assign Your rights or obligations granted under this Agreement without the prior written consent of RED. None of the provisions of this Agreement shall be deemed to have been waived by any act or acquiescence on the part of RED, its agents, or employees, but only by an instrument in writing signed by an authorized signatory of RED. It is expressly agreed that a breach of Section 3 or 4 of this Agreement will cause irreparable harm to RED and that a remedy at law will be inadequate. Therefore, in addition to any and all remedies available at law, RED will be entitled to seek an injunction or other equitable remedies in all legal proceedings in the event of any threatened or actual violation thereof. When conflicting language exists between this Agreement and any other agreement included in the Software this Agreement shall supersede.

You acknowledge that You have read this Agreement, understand it, and that it is the complete and exclusive statement of Your agreement with RED which supersedes any prior agreement, oral or written, between RED and You with respect to the licensing to You of the Software. No variation of the terms of this Agreement will be enforceable against RED unless RED gives its express consent in a writing signed by an authorized signatory of RED. If any part of this Agreement is found void and unenforceable, it will not affect the validity of the balance of this Agreement, which shall remain valid and enforceable according to its terms.