This License Agreement (the "Agreement") constitutes a legal agreement between you (either an individual or single entity) and Technicolor, Inc. ("Technicolor") setting forth the terms and conditions governing your downloading and usage of the Technicolor CineStyle™ software (the “Product”), which includes computer software and may include online or electronic documentation. By checking the “I Agree” box, you are deemed to agree to be bound by the terms and conditions of this agreement. If you do not agree to the terms and conditions of this agreement, do not download the Product. In such event you will not be able to use the Product.

1. Grant of License: Technicolor grants you a personal, non-exclusive and non-transferable license to download and install the Product on applicable Canon EOS or other digital camera and post-production software and equipment that you own or control. You may not rent, lease, lend, sell, redistribute or sublicense the Product. you may not copy, decompile, reverse engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the Product, any updates, or any part thereof (except as and only to the extent 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 Product). Any attempt to do so is a violation of the rights of Technicolor. If you breach this restriction, you may be subject to prosecution and damages. The terms of the license will govern any upgrades provided by Technicolor that replace and/or supplement the original Product, unless such upgrade is accompanied by a separate license in which case the terms of that license will govern.
Except as expressly provided herein, no license or right, express or implied, is hereby conveyed or granted by Technicolor to you for any intellectual property of Technicolor.

2. Ownership and Copyright: The Product is copyrighted and owned by Technicolor. You agree and acknowledge that Technicolor transfers neither ownership interest nor intellectual property in the Product to you under this Agreement or otherwise, and that Technicolor retains all right, title and interest to the Product.

3. Support and Update: Technicolor, Technicolor’s subsidiaries and Technicolor’s affiliates are not responsible for maintaining or helping you in your use of the Product. Technicolor holds no obligation to provide any updates, bug-fixes or support for the Product.

4. NO WARRANTY: YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE PRODUCT IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PRODUCT AND ANY SERVICES PERFORMED OR PROVIDED BY THE PRODUCT ("SERVICES") ARE PROVIDED "AS IS" AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND TECHNICOLOR HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE LICENSED PRODUCT AND ANY SERVICES, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. TECHNICOLOR DOES NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE PRODUCT, THAT THE FUNCTIONS CONTAINED IN, OR SERVICES PERFORMED OR PROVIDED BY, THE PRODUCT WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE PRODUCT OR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE PRODUCT OR SERVICES WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY TECHNICOLOR OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY. SHOULD THE PRODUCT OR SERVICES PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU.

5. Limitation of Liability: TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL TECHNICOLOR 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 PRODUCT, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) AND EVEN IF TECHNICOLOR 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.
TECHNICOLOR, TECHNICOLOR’S SUBSIDIARIES AND TECHNICOLOR’S AFFILIATES SHALL HAVE NO OBLIGATION TO INDEMNIFY YOU AGAINST ANY CLAIM OR SUIT BROUGHT BY A THIRD PARTY ALLEGING THAT THE PRODUCT OR USE THEREOF INFRINGES ANY INTELLECTUAL PROPERTY OF SUCH THIRD PARTY.

6. Foreign Export: you may not use or otherwise export or re-export the Product except as authorized by United States law and the laws of the jurisdiction in which the Product was obtained. In particular, but without limitation, the Product may not be exported or re-exported (a) into any U.S. embargoed countries or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List. By using the Product, 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.

7. Term: This Agreement is effective upon your checking the "I Agree" box. You may terminate this Agreement by deleting the Product. This Agreement will also terminate if you fail to comply with any of the terms of this Agreement. In addition to Technicolor enforcing any of its legal rights, you shall then promptly delete the Product.

8. U.S. Government Restricted Rights Notice: The Product is a "Commercial Item," 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. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, all U.S. Government end users shall be licensed the Product with only those rights set forth herein. Unpublished-rights reserved under the copyright laws of the United States.

9. Governing Law: The laws of the State of California, excluding its conflicts of law rules, govern this license and your use of the Product. Your use of the Product may also be subject to other local, state, national, or international laws.

10. ACKNOWLEDGMENT: BY CHECKING THE "I Agree" BOX, YOU SHALL BE DEEMED TO HAVE ACKNOWLEDGED THAT YOU HAVE READ THIS AGREEMENT, UNDERSTOOD IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. YOU FURTHER AGREE THAT THIS AGREEMENT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF AGREEMENT BETWEEN YOU AND TECHNICOLOR CONCERNING THE SUBJECT MATTER HEREOF WHICH SUPERSEDES ANY PROPOSALS OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATIONS BETWEEN THE PARTIES RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT. NO AMENDMENT TO THIS AGREEMENT SHALL BE EFFECTIVE UNLESS SIGNED BY A DULY AUTHORIZED REPRESENTATIVE OF TECHNICOLOR.