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Software License Agreement
IMPORTANT — READ CAREFULLY: By pressing “PLAY” and accepting to continue with the setup process to begin using the
software in your Hard Disk Recorder Product (“Product”), you agree to be bound by the terms of this ReplayTV Software
License Agreement (this “Agreement”). If you do not agree to the terms of this Agreement, you may promptly return the Product
to the point of purchase for a refund of your purchase price or you may contact Panasonic for instructions on where to ship the
Product, at Panasonic’s cost, for a full refund of the purchase price after inspection.
1. License Grant; Restrictions.
Subject to the terms of this Agreement, ReplayTV grants you a non-exclusive, non-transferable license, without the right to
sublicense, to use all software included with the Product or subsequently provided to you, and related documentation
(together, “Software”) solely for your internal, noncommercial use and solely in connection with your use of the Product and
access to the ReplayTV Service (“RTVS”). You acknowledge and agree that ReplayTV may periodically update, modify or
enhance the Software remotely through the RTVS. You further agree that: (a) use of the Software or the Product with any third
party service competitive with the RTVS is a violation of this Agreement and is grounds for ReplayTV’s termination thereof; (b)
you will not to attempt to modify, enhance, disassemble, decompile, reverse engineer or otherwise attempt to gain access to
the source code to the Software; and (c) you will not attempt to remove or unbundle the Software from the Product. Any resale
or transfer of the Product by you will be subject to the terms and conditions of this Agreement.
2. Ownership.
ReplayTV and its licensors own and retain all proprietary rights, including all patent, copyright, trade secret, trademark and
other intellectual property rights, in and to the Software and any corrections, bug fixes, enhancements, updates or other
modifications to the Software. You acknowledge that the license granted under this Agreement does not provide you with title
to or ownership of the Software, but only a right of limited use under the terms and conditions of this Agreement.
3. Confidential Information.
You agree that the Software contains confidential information, including trade secrets, know-how and other information, that is
the exclusive property of ReplayTV. You agree to keep this information confidential and to not use or disclose this information
to any third party except as authorized by this Agreement.
4. No Warranties.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, ReplayTV MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH
RESPECT TO THE SOFTWARE OR THE RTVS, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS AND
THOSE ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE. NO WARRANTY IS MADE THAT USE OF THE
SOFTWARE OR THE RTVS WILL BE ERROR FREE OR UNINTERRUPTED, THAT ANY ERRORS OR DEFECTS WILL BE
CORRECTED, OR THAT THE FUNCTIONALITY OF THE SOFTWARE OR THE RTVS WILL MEET YOUR REQUIREMENTS.
BECAUSE SOME STATES/JURISDICTIONS DO NOT PERMIT ALL DISCLAIMERS OF WARRANTY, THESE LIMITATIONS
MAY NOT APPLY TO YOU.
5. Limitation of Liability.
THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE SOFTWARE AND THE PRODUCT REMAINS
WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ReplayTV AND ITS SUPPLIERS OR
LICENSORS WILL NOT BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR
OTHER DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, BUSINESS
INTERRUPTION, LOSS OF INFORMATION OR DATA, OR OTHER PECUNIARY LOSS) ARISING OUT OF THIS
AGREEMENT OR THE USE OF OR INABILITY TO USE THE SOFTWARE OR THE RTVS, EVEN IF ReplayTV OR ITS
SUPPLIERS OR LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME
STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR
INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
6. Termination.
This Agreement and the licenses granted hereunder shall terminate automatically if you fail to comply with the limitations
described in this Agreement. No notice will be required from ReplayTV to effectuate such termination. On termination of this
Agreement, you must destroy all copies of the Software and accompanying documentation. Sections The obligations of
ReplayTV and You in Sections 2, 3, 4, 5, 6, 7 and 8 shall survive termination of this Agreement. Nothing in this Section 6 shall
limit any other remedies that ReplayTV may have for your breach of this Agreement.
7. Export Controls; Government Restricted Rights.
You acknowledge and agree that none of the Software or underlying information or technology may be downloaded or
otherwise exported or re-exported (i) into (or to a national or resident of) Angola, Cuba, Iran, Iraq, Libya, North Korea, Sudan,
Syria, or any other country to which the U.S. has embargoed goods; or anyone on the U.S. Treasury Department’s list of
Specially Designated Nationals or the U.S. Commerce Department’s Table of Denial Orders. By using the Software, you
represent and warrant that you are not a national or resident of any such country or on any such list.
The Software is a commercial product, developed at private expense, and provided with restricted rights. Use, reproduction,
release, modification or disclosure of the Software, or any part thereof, including technical data, by the Government is
restricted in accordance with Federal Acquisition Regulation (“FAR”) 12.212 for civilian agencies and Defense Federal
Acquisition Regulation Supplement (“DFARS”) 227.7202 for military agencies.
8. Miscellaneous.
This Agreement shall in all respects be governed by the laws of the State of California without reference to its principles of
conflicts of laws. The United Nations Convention on Contracts for the International Sales of Goods shall not apply to this
Agreement. You hereby agree that all disputes arising out of this Agreement shall be subject to the exclusive jurisdiction of and
venue in the federal and state courts within Santa Clara County, California, and you hereby consent to the personal and
exclusive jurisdiction and venue of these courts. If any of the provisions of this Agreement are held to be invalid under any
applicable statute or rule of law, they are, to that extent, deemed omitted. The waiver of any breach or default, or any delay in
exercising any rights shall not constitute a waiver of any subsequent breach or default. This Agreement constitutes the
complete and exclusive agreement between you and ReplayTV with respect to the subject matter hereof, and supersedes all
prior oral or written understandings, communications or agreements. This agreement may not be modified except in writing
duly signed by an authorized representative of ReplayTV.
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