ATVPlayer Software Development Kit – End User License Agreement

Last updated: January 5, 2017

This End User License Agreement (the “Agreement”) is a legal agreement between you (either an individual or an entity) and Zensis Limited (“Company”) regarding the use of Company’s Software Development Kit entitled ATVPlayer SDK, which may include user documentation provided in “online” or electronic form, object code, interface declarations, assemblies, and sample source code (the “Software”).

Grant of License

Company grants to you a non-exclusive, non-transferable, worldwide, royalty-free right and license to use, copy and distribute the Software in conjunction with the distribution of your own products (the “Products”).

Proprietary Rights

Company and its licensors own, and shall retain ownership of, all right, title, and interest to the Software, including, without limitation, all copyrights and other intellectual property rights therein. Without limiting the foregoing, the Software is protected by Hong Kong copyright laws and international treaty provisions. Therefore, you may not use, copy, or distribute the Software without authorization.

Restrictions

You may not (1) modify, create derivative works of, reverse engineer, reverse compile, or disassemble the Software, except that you may modify and create derivative works based upon the sample source code included within the Software (the “Sample Code”) and distribute the modified Sample Code in connection with the Product; (2) distribute, sell, lease, rent, lend, or sublicense any part of the Software to any third party except as expressly provided herein and as necessary to distribute the Product; (3) use the Software to develop Software to upload or otherwise transmit any material containing Software viruses or other computer code, files or programs designed to interrupt, destroy, or limit the functionality of any Software or hardware.

You may not represent that the Products are certified or otherwise endorsed by Company. You may not use the Company name or any other trademarks or service marks of Company in connection with the Products.

You will not receive any support or subscription services for the Software or any services from Company in connection with the Software, except as expressly provided in this Agreement.

Confidentiality

You agree to maintain the confidentiality of any proprietary information received by you during, or prior to entering into, this Agreement, including, without limitation, the Software, that you should know is confidential or proprietary based on the circumstances surrounding the disclosure, including, without limitation, non-public technical and business information (“Confidential Information”) for a period of three (3) years after the termination of this Agreement. This section shall not apply to any publicly available or independently developed information. You agree not to use said Confidential Information for any purpose except as necessary to fulfill your obligations and exercise your rights under this Agreement. You shall protect the secrecy of and avoid disclosure and unauthorized use of the Company’s Confidential Information to the same degree that you take to protect your own confidential information and in no event less than reasonable care.

Indemnification

You agree to defend, indemnify and hold harmless Company, and any of its directors, officers, employees, affiliates or agents, from and against any and all claims, losses, damages, liabilities and other expenses (including attorneys’ fees), arising from your use, modification and distribution of the Software or breach of this Agreement.

Term and Termination

This Agreement shall continue as long as you are in compliance with the terms specified herein or until otherwise terminated. You and or Company may terminate this Agreement for any reason at any time. You agree, upon termination, to destroy all copies of the Software within your possession or control. The Confidentiality, Indemnification, No Warranties, Limitation of Liability, and General sections set out in this Agreement shall survive any termination of this Agreement.

No Warranties

You assume the entire cost of any damage resulting from the information contained in or compiled by the Software. You assume all responsibilities for selection of the Software to achieve your intended results, and for the installation of, use of, and results obtained from the Software. The Software is provided “as is” without warranties of any kind. To the maximum extent permitted by applicable law, Company disclaims all warranties, either express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, and noninfringement with respect to the Software.

Limitation of Liability

To the maximum extent permitted by applicable law, Company and its suppliers will not be liable for any damages whatsoever (including, without limitation, damages for loss of business profits, business interruption, loss of business information, or other pecuniary loss) arising out of the use or inability to use the Software, even if Company or such party has been advised of the possibility of such damages.

General

This Agreement is governed by the laws of Hong Kong. If for any reason a court of competent jurisdiction finds any provision or portion of this Agreement to be unenforceable, the remainder of the terms included herein will continue in full force and effect.