THIS AGREEMENT BETWEEN YOU AND RED GIANT, LLC (RED

GIANT) GOVERNS YOUR USE OF ALL RED GIANT PRODUCTS.

READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY BEFORE

INSTALLING THE LICENSED SOFTWARE (AS DEFINED BELOW). BY
INSTALLING THE LICENSED SOFTWARE OR CLICKING THE ACCEPT
BUTTON, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS
SET FORTH IN THIS AGREEMENT. IF YOU DO NOT AGREE TO BE BOUND
BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MUST
REFRAIN FROM INSTALLING AND USING THE LICENSED SOFTWARE.

This Software License Agreement (Agreement) is a legal agreement

between Red Giant and you that governs your use of the software
product(s) made available to you by Red Giant, which accompany this
Agreement (the Licensed Software). If you and Red Giant have
entered into a written and pen-signed license agreement regarding the
subject matter hereof, that agreement will supersede this Agreement
to the extent of any conflict. If any third-party software is provided
along with the Licensed Software (including any open source
software), the license agreement accompanying such third-party
software will govern the use of such software. Red Giants Terms of Use
(Terms of Use) and Red Giants Privacy Policy (Privacy Policy)
are herein incorporated by reference.

. Scope of License. Subject to the terms herein, Red Giant hereby

grants you Red Giant limited to a nontransferable, non-
sublicensable, non-exclusive license to install and execute up to
two (2) copies of the Licensed Software, in object code only, on
any computer that you own or control, and to reproduce the
documentation accompanying the Licensed Software (
Documentation ) solely for your internal business purposes or
personal use, and not for further sale or distribution. You may
make one (1) backup copy of the Licensed Software and
Documentation for archival purposes.

. Restrictions. This Agreement does not allow you to use the

Licensed Software on any computer that you do not own or
control, and you hereby agree that you may not and will not do
(or permit any other person or entity to do) any of the following:

. except as expressly authorized herein, distribute or make the

 Licensed Software available over a network where it could
be used by multiple devices at the same time;

. rent, lease, lend, sell, transfer redistribute, or sublicense the

Licensed Software and, if you sell or transfer your
computer to a third party, you must remove the Licensed
Software from the computer before doing so;

. copy, decompile, reverse-engineer, disassemble, attempt to

derive the source code of, modify, or create derivative
works of the Licensed Software, any updates, or any part
thereof (except as and only to the extent that any
foregoing restriction is prohibited by applicable law or to
the extent as may be permitted by the licensing terms
governing use of any open-sourced components included
with the Licensed Software);

. make or have made any copies of the Licensed Software,

Documentation, or any portion thereof, except one copy
solely for backup purposes;

. sublicense, disclose or transfer any copy of the Licensed

Software or the documentation in whole or in part, to any
third party

. use the Licensed Software, documentation or any portion

thereof after any expiration, termination or cancellation of
this Agreement or any license granted hereunder.

. modify, adapt, translate, decompile, reverse engineer,

disassemble or otherwise derive a source code for the
Licensed Software;

. alter, change or remove any proprietary notices or

confidentiality legends placed on or contained in the
Licensed Software; or

. use the trademarks contained on or in the Licensed Software.

. Volume Licenses. Red Giant may from time to time offer some of
its Licensed Software for use under a volume license, which
volume license shall authorize the volume license holder to
simultaneously use the Licensed Software on additional CPUs
 that they own or control, up to the number of simultaneous users
identified in the specific volume license (such license being a
Volume License). In addition to the other terms Red Giant
may impose on a Volume License, all Volume Licenses shall be
subject to this Agreement, provided however, that under a
Volume License, the Licensed Software may be simultaneously
used by up to the number of users identified in the applicable
Volume License.

. Consent to Use of Data. You agree that Red Giant may collect and
use technical data and informationincluding but not limited to
technical information and statistics about your computer, system
and application software, and peripheralsthat is gathered
periodically in the background by the Licensed Software in an
anonymous manner to fix and improve the Licensed Software.

. Subscription Fees. Certain functionalities or features of the

Licensed Software may require you to purchase a subscription or
membership in order to access such functionalities and features
(such payment(s) being a Subscription Fee). Subscription
Fees are non-refundable, except as expressly agreed or stated by
Red Giant. Subscription Fees are subject to change at the end of
any applicable subscription period.

. Taxes and Other Charges. You are responsible for paying all taxes
levied in connection with the fees, including without limitation
Subscription Fees, associated with your use of any Red Giant
Software Store Products or Licensed Software. Your credit card
company, bank or other financial institution may impose on you
other fees, such as foreign exchange fees, in connection with
your payment of the fees, including Subscription Fees, applicable
to the Red Giant Software Store Products and Licensed Software.
Red Giant has no connection to or responsibility for any third
party fees. You agree that, in the event Red Giant is unable to
collect any fee owed by you for the Licensed Software, Red Giant
may take the steps it deems necessary to collect such
Subscription Fees from you and that you will be responsible for
all costs and expenses incurred by Red Giant in connection with
such collection activity.
. Termination. This Agreement is effective as of the date accepted by
you (in accordance with the preamble) and will remain in effect
until terminated in accordance with this Agreement (if ever). You
may terminate this Agreement by uninstalling the Licensed
Software, upon written notice to Red Giant. Red Giant may
terminate this Agreement effective immediately upon written
notice to you, if (i) you breach any provision in Section (b); (ii) fail
to pay any portion of the fees due within ten (10) days after
receiving written notice from Red Giant that payment is due; or
(iii) you breach any other provision of this Agreement and do not
cure such breach within thirty (30) days after receiving written
notice thereof from Red Giant. Upon termination of this
Agreement, you shall cease all use of the Licensed Software and
destroy all copies, full or partial, of the Licensed Software.

. External Services. Third-Party Materials. The Licensed Software

may enable access to Red Giants and/or third-party services and
websites (collectively and individually, External Services). You
must provide all equipment and software necessary to connect to
External Services, and you are solely responsible for any fees,
including Internet connection or mobile fees, that you incur when
using External Services. Use of the External Services requires
Internet access and use of certain External Services requires you
to accept additional terms (Supplemental Terms). If the
terms of this Agreement are inconsistent with the Supplemental
Terms, the Supplemental Terms will control to the extent of any
such conflict.

. LIMITED WARRANTY. RED GIANT REPRESENTS AND WARRANTS TO

YOU THAT THE LICENSED SOFTWARE WILL, FOR A PERIOD OF
NINETY (90) DAYS AFTER YOUR RECEIPT OF THE LICENSED
SOFTWARE (THE WARRANTY PERIOD), BE FREE FROM
DEFECTS IN MATERIAL AND WORKMANSHIP AND TO CONFORM
TO THE DOCUMENTATION. IN THE EVENT OF ANY BREACH OF THE
FOREGOING WARRANTY, YOUR SOLE AND EXCLUSIVE REMEDY,
AND RED GIANTS SOLE LIABILITY SHALL BE THAT RED GIANT
SOFTWARE WILL EITHER (A) PERMIT A RE-DOWNLOAD OF THE
LICENSED SOFTWARE IF ORIGINALLY DELIVERED BY MEANS OF A
DOWNLOAD, OR (B) IF DELIVERED VIA COMPACT DISC OR OTHER
 TANGIBLE MEDIA, REPLACE ANY SUCH COMPACT DISC(S) OR
OTHER MEDIA NOT MEETING RED GIANTS SPECIFICATIONS. YOU
MUST REPORT ALL DEFECTS AND RETURN THE SOFTWARE TO
RED GIANT DURING THE WARRANTY PERIOD.

. NO OTHER WARRANTY. THE EXPRESS WARRANTIES IN SECTION (J)

ARE IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS,
IMPLIED, OR STATUTORY, REGARDING THE LICENSED SOFTWARE,
INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS
FOR A PARTICULAR PURPOSE, TITLE, INTERFERENCE WITH
LICENSEES QUIET ENJOYMENT, AND NON-INFRINGEMENT OF
THIRD-PARTY RIGHTS. EXCEPT FOR THE EXPRESS WARRANTIES
STATED IN THIS SECTION (J), THE LICENSED SOFTWARE IS
PROVIDED AS IS WITH ALL FAULTS, AND THE ENTIRE RISK AS
TO SATISFACTORY QUALITY, ACCURACY, AND EFFORT IS WITH
YOU. YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE NOT
RELIED ON ANY ORAL OR WRITTEN INFORMATION OR ADVICE,
WHETHER GIVEN BY RED GIANT, ITS SUPPLIERS, DEALERS,
DISTRIBUTORS, AGENTS OR EMPLOYEES.

. Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY

LAW, IN NO EVENT SHALL RED GIANT BE LIABLE FOR PERSONAL
INJURY OR ANY INCIDENTAL, SPECIAL, INDIRECT, OR
CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT
LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA,
BUSINESS INTERRUPTION, OR ANY OTHER COMMERCIAL
DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR
USE OR INABILITY TO USE THE LICENSED SOFTWARE, HOWEVER
CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT,
TORT, OR OTHERWISE) AND EVEN IF RED GIANT HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME
JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR
PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL
DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU. In no
event shall Red Giants total liability to you exceed the greater of
(i) the amounts actually paid by you to Red Giant for the
Licensed Software, or (ii) one hundred dollars ($100.00). The
foregoing limitations will apply even if the above stated remedy
fails of its essential purpose.
. Export. You may not use or otherwise export or re-export the
Licensed Software except as authorized by United States law and
the laws of the jurisdiction in which the Licensed Software was
obtained. In particular, but without limitation, the Licensed
Software may not be exported or re-exported (i) into any U.S.-
embargoed countries or (ii) to anyone on the U.S. Treasury
Departments Specially Designated Nationals List or the U.S.
Department of Commerce Denied Persons List or Entity List. By
using the Licensed Software, you represent and warrant that you
are not located in any such country or on any such list. You also
agree that you will not use these products for any purposes
prohibited by United States law, including, without limitation, the
development, design, manufacture, or production of nuclear,
missile, or chemical or biological weapons.

. Government Licensees. The Licensed Software and related

documentation are Commercial Items, as that term is defined
at 48 C.F.R. 2.101, consisting of Commercial Computer
Software and Commercial Computer Software Documentation,
as such terms are used in 48 C.F.R. 12.212 or 48 C.F.R.
227.7202, as applicable. Consistent with 48 C.F.R. 12.212 or 48
C.F.R. 227.7202-1 through 227.7202-4, as applicable, the
Commercial Computer Software and Commercial Computer
Software Documentation are being licensed to U.S. Government
end users (i) only as Commercial Items and (ii) with only those
rights as are granted to all other end users pursuant to the terms
and conditions herein. Unpublished-rights reserved under the
copyright laws of the United States.

. Governing Law. The laws of the State of Delaware, excluding its

conflicts of law rules, govern this license and your use of the
Licensed Software without regard to that states conflicts of laws
principles. Your use of the Licensed Software may also be subject
to other local, state, national, or international laws. This
Agreement shall not be governed by the United Nations
Convention on Contracts for the International Sale of Goods, the
application of which is expressly excluded. If you are a consumer
based in the European Union, you may make a claim in the
courts of the country where you reside. No recovery may be
 sought or received for damages other than out-of-pocket
expenses, except that the prevailing party will be entitled to
costs and attorneys fees. In the event of any controversy or
dispute between Red Giant and you arising out of or in
connection with your use of the Licensed Software, the parties
shall attempt, promptly and in good faith, to resolve any such
dispute. If we are unable to resolve any such dispute within a
reasonable time (not to exceed thirty (30) days), then either
party may submit such controversy or dispute to mediation. If
the dispute cannot be resolved through mediation, then the
parties shall be free to pursue any right or remedy available to
them under applicable law.

. No Maintenance or Support. Red Giant is not required to provide

any maintenance or support services with respect to the
Licensed Software under this Agreement.

. General.

. This Agreement is the complete agreement and understanding

of the parties with respect to the Software and
documentation and supersedes all prior oral, written and
other representations and agreements concerning such
subject matter. This Agreement may only be amended by
the express written consent of Red Giant.

. The Licensed Software and Documentation, and all worldwide

intellectual property rights therein, are the exclusive
property of Red Giant and its licensors. All rights in and to
the Licensed Software not expressly granted to you in this
Agreement are reserved by Red Giant and its licensors.
Nothing in this Agreement will be deemed to grant, by
implication, by estoppel, or otherwise, a license under any
of Red Giants existing or future patents.

. Any translation of this Agreement is done for local

requirements and in the event of a dispute between the
English and any non-English versions, the English version
of this Agreement shall govern, to the extent not prohibited
by local law in your jurisdiction.
. If any provision of this Agreement is determined to be invalid or
unenforceable that provision shall be deemed severed from
the remainder of this Agreement and the remaining
provisions of this Agreement shall remain in full force and
effect.

. You may not assign or transfer, by operation of law or

otherwise, any of your rights under this Agreement
(including your licenses with respect to the Licensed
Software) to any third party without Red Giants prior
written consent. Any attempted transfer or assignment in
violation of the foregoing will be null and void.

. All notices, consents and approvals under this Agreement must

be delivered in writing by courier, by electronic facsimile
(fax), or by certified or registered mail (postage prepaid
and return receipt requested) to the other party.

. You acknowledge that the Licensed Software contains valuable

trade secrets and proprietary information of Licensor, that
any actual or threatened breach of paragraph b will
constitute immediate, irreparable harm to Red Giant for
which monetary damages would be an inadequate remedy,
and that injunctive relief is an appropriate remedy for such
breach. If any legal action is brought to enforce this
Agreement, the prevailing party will be entitled to receive
its attorneys fees, court costs, and other collection
expenses, in addition to any other relief it may receive.

. Enhancements. From time to time, Red Giant may, in its sole

discretion, advise you of updates, upgrades, enhancements or
improvements to the Licensed Software and/or new releases of
the Licensed Software (collectively, Enhancements), and may
license you to use such Enhancements upon payment of prices
as may be established by Red Giant from time to time. All such
Enhancements to the Software provided to you shall also be
governed by the terms of this License Agreement. IN ORDER
FOR YOU TO BE ASSURED THAT YOU WILL BE ADVISED OF
AND LICENSED TO USE ANY ENHANCEMENTS TO THE
SOFTWARE, YOU MUST COMPLETE THE REGISTRATION
PROCEDURES SPECIFIED BY RED GIANT FROM TIME TO
TIME.