YOUR ACCESS TO MEDIAPLUGâ„¢ REQUIRES ACCEPTANCE OF THE FOLLOWING TERMS.

The Software (defined below), provided by Intridea Inc. (“Intridea”), is separate from Amazon Web Services, including, without limitation, the Amazon Elastic Compute Cloud™ (“Amazon EC2”) and Amazon Simple Storage Service™ (“Amazon S3”) (collectively, the “Amazon Web Services”) provided by Amazon Web Services LLC, Amazon.com, Inc., Amazon Payments, Inc., Amazon Services LLC and/or any of their respective affiliates (collectively, “Amazon”). Amazon is solely responsible for any Amazon Web Services and any other services provided by Amazon. Intridea™ is not responsible or liable in any way for any services provided by Amazon. The Amazon Web Services™ Customer Agreement is posted on Amazon's Web site at: http://aws.amazon.com Conditions of Use for Amazon Web Services are posted on Amazon's Web site at: http://aws.amazon.com.

Your use of Amazon Machine Images (“AMIs”) of Intridea’s MediaPlug™ software (“MediaPlug” or the “Software”) is also subject to the terms of the MediaPlug AMI Software License Agreement at: http://aws.amazon.com.

Notwithstanding anything to the contrary in the MediaPlug AMI Software License described above: (i) you are only entitled to use MediaPlug on Amazon EC2 servers and are not licensed to use the Software for any other purpose, on any other server, or on your own computer or network; and (ii) you are only entitled to use the Software for the period of time that you have purchased or otherwise been provided access to the Amazon EC2 servers. No other use of the Software is permitted.

Intridea Inc. Rev. 06/09/08

MediaPlug™ AMAZON MACHINE IMAGE (“AMI”) Software License Agreement

Intridea Inc.
MediaPlug AMI Software License Agreement

READ THE TERMS OF THIS AGREEMENT (THE "AGREEMENT") CAREFULLY BEFORE UTILIZING THIS SOFTWARE. BY UTILIZING THIS SOFTWARE, YOU ACCEPT THE TERMS AND CONDITIONS OF THIS AGREEMENT. INDICATE ACCEPTANCE BY SELECTING THE "ACCEPT" BUTTON AT THE BOTTOM OF THIS AGREEMENT. IF YOU ARE NOT WILLING TO BE BOUND BY ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, SELECT THE "DECLINE" BUTTON AT THE BOTTOM OF THE AGREEMENT.

1.0 DEFINITIONS
1.1 “Amazon” means Amazon Web Services LLC, Amazon.com, Inc., Amazon Payments, Inc., Amazon Services LLC and their respective affiliates.

1.2 “Amazon EC2” means the Amazon Elastic Compute Cloud™.

1.3 “Amazon S3” means the Amazon Simple Storage Service ™.

1.4 “AMI” means an Amazon Machine Image to be utilized within the Amazon EC2 and/or Amazon S3 environment(s).

1.5 "Confidential Information" means: (i) any business or technical information regarding Intridea or the Software, including any source code or binary code related to the Software; (ii) any test results, error data, or other reports prepared by You in connection with your use of the Software; (iii) any and all other information which is disclosed by Intridea to You orally, electronically, visually, or in a document or other tangible form, which is either identified as or should be reasonably understood to be confidential and/or proprietary; and (iv) any notes, extracts, analyses, or materials prepared by You which are copies of or derivative works of the Confidential Information or from which the substance of the Confidential Information can be inferred or otherwise understood.
1.6 "Intridea" means Intridea Inc.
1.7 "Software" means Intridea’s MediaPlug software fuctioning as an AMI within the Amazon EC2, together with any user manuals, programming guides and other documentation provided to You by Intridea hereunder.
1.8 "You" means an individual accepting this Agreement, and if you are accepting this Agreement on behalf of a corporation, partnership or other legal entity, means the entity on whose behalf an individual is accepting this Agreement.

2.0 LIMITED LICENSE
Subject to the terms and conditions of this Agreement and your compliance with any terms and conditions required by Amazon from time-to-time, Intridea hereby grants to You a non-exclusive, non-transferable, non-sublicenseable, limited license to utilize the Software, solely within the Amazon EC2 and Amazon S3 environments, to convert media files into standardized formats for storage and use within web sites.

3.0 LICENSE RESTRICTIONS
3.1 You may not (nor may you attempt to): (i) modify or create derivative works of the Software or any portion thereof; (ii) reverse engineer, disassemble or decompile the Software or any portion thereof; or (iii) otherwise attempt to derive the source code of the Software or any portion thereof.
3.2 You are only authorized to use the Software on Amazon EC2 servers You license from Amazon. Any use or attempted use of the Software on any other server, network, computer or other machine is expressly prohibited.

3.3 You are only authorized to use the Software for the period of time that you have purchased or otherwise been provided by Amazon with authorized access to the Amazon EC2 servers.

3.4 You may not independently develop any application or tool that serves as a proxy for or functional equivalent of the Software without the prior and express written consent of Intridea.


4.0 SUPPORT
Unless you have a separate support services agreement with Intridea, Intridea is under no obligation to support or provide updates to the Software.


5.0 TERM AND TERMINATION OF AGREEMENT
5.1 This Agreement will commence when You select the “ACCEPT” button below and will continue as long as Amazon continues to provide You with authorized access to the Amazon EC2 servers, unless terminated earlier as provided below. Intridea may terminate this Agreement immediately and without prior notice should the Software become, or in Intridea's opinion be likely to become, the subject of a claim of infringement of a patent, trade secret or copyright. Intridea may terminate this Agreement immediately should You materially breach any of its provisions or take any action in derogation of Intridea 's Confidential Information.
5.2 Upon termination or expiration of this Agreement, You will immediately cease use of the Software and destroy Confidential Information in your possession. Rights and obligations under this Agreement which by their nature should survive, will remain in effect after termination or expiration hereof.

6.0 CONFIDENTIAL INFORMATION
6.1 You may not disclose Confidential Information or use it except for the purposes specified in this Agreement. You will protect the confidentiality of Confidential Information to the same degree of care, but no less than reasonable care, as You use to protect your own Confidential Information. Your obligations regarding Confidential Information will expire five (5) years from the date of receipt of the Confidential Information. You agree that the Software contains trade secrets of Intridea.
6.2 Notwithstanding any provisions contained in this Agreement concerning nondisclosure and non-use of the Confidential Information, the nondisclosure obligations will not apply to any portion of Confidential Information that a You can demonstrate in writing is: (i) now, or hereafter through no act or failure to act on your part becomes, generally known to the general public; (ii) known to You at the time of receiving the Confidential Information without an obligation of confidentiality; (iii) hereafter rightfully furnished to You by a third party without restriction on disclosure; or (iv) independently developed by You without any use of the Confidential Information.
6.3 You must restrict access to Confidential Information to your employees or contractors who have a need to know to perform their employment or contractual obligations and who have agreed in writing to be bound by a confidentiality obligation which incorporates the protections and restrictions substantially as set forth in this Agreement.

7.0 AUTHORITY
If You are accepting this Agreement on behalf of a corporation, partnership or other legal entity, You represent and warrant that You have received the appropriate approvals and have the proper authority to enter into this Agreement on behalf of the corporation, partnership or other legal entity.

8.0 DISCLAIMER OF WARRANTY
8.1 You acknowledge that the Software may contain errors and is not designed or intended for use in the design, construction, operation or maintenance of any nuclear facility or any other safety critical systems.
8.2 THE SOFTWARE IS PROVIDED "AS IS". ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, ARE DISCLAIMED, EXCEPT TO THE EXTENT THAT SUCH DISCLAIMERS ARE HELD TO BE LEGALLY INVALID.

9.0 LIMITATION OF LIABILITY
9.1 You acknowledge that the Software is in a constant developmental stage. You acknowledge that the Software may have defects or deficiencies which cannot or will not be corrected by Intridea. You will hold Intridea harmless from any claims based on your use of the Software, and from any claims that later versions or releases of the Software are incompatible with earlier versions or releases of the Software or any applications or tools developed by You. You shall have the sole responsibility to protect adequately and backup your data and/or equipment used in connection with the Software. You shall not claim against Intridea for lost data, re-run time, inaccurate output, work delays or lost profits resulting from Your use of the Software. You acknowledge that Intridea is under no obligation to release the Software as a product of Intridea.
9.2 Neither Intridea nor any of Intridea's licensors will be liable for any indirect, punitive, special, incidental or consequential damages in connection with or arising out of this Agreement (including loss of business, revenue, profits, use, data or other economic advantage), however it arises, whether for breach or in tort, even if Intridea or Intridea's licensors have been previously advised of the possibility of such damage. In no event will Intridea’s liability to You, whether in contract, tort (including negligence), or otherwise, exceed the amount paid by You for the Software under this Agreement during the six (6) month period immediately preceding the event giving rise to Your claim. The foregoing limitations will apply even if any exclusive remedy fails of its essential purpose. You and Intridea acknowledge and agree that the limitations set forth in Sections 8 and 9 of this Agreement form an essential basis of the bargain between us.

10.0 U.S. GOVERNMENT RIGHTS
If the Software is being licensed by or on behalf of the U.S. Government or by a U.S. Government prime contractor or subcontractor (at any tier), then the Government's rights in the Software and accompanying documentation shall be only as set forth in this Agreement; this is in accordance with 48 C.F.R. 227.7201 through 227.7202-4 (for Department of Defense (DoD) acquisitions) and with 48 C.F.R. 2.101 and 12.212 (for non-DoD acquisitions).

11.0 GENERAL TERMS
11.1 Any action related to this Agreement will be governed by Maryland law and controlling U.S. federal law. The U.N. Convention for the International Sale of Goods and the choice of law rules of any jurisdiction will not apply.
11.2 Software and technical data provided under this Agreement are subject to U.S. export control laws and may be subject to export or import regulations in other countries. You agree to comply strictly with all such laws and regulations and acknowledge that You have the responsibility to obtain such licenses to export, re-export or import as may be required after delivery to You.
11.3 It is understood and agreed that, notwithstanding any other provision of this Agreement, any breach of this Agreement may cause Intridea irreparable damage for which recovery of money damages would be inadequate, and that Intridea will therefore be entitled to seek timely injunctive relief (without the requirement to post a bond or other security) to protect Intridea's rights under this Agreement in addition to any and all remedies available at law.
13.4 Neither party may assign or otherwise transfer any of its rights or obligations under this Agreement, without the prior written consent of the other party, except that Intridea may assign this Agreement to an affiliated company or an entity that acquires substantially all of Intridea’s assets or stock.
11.5 This Agreement and the general AMI License Terms previously accepted by You represent the parties' entire agreement relating to the subject matter hereof. This Agreement and the general AMI License Terms supersede all prior or contemporaneous oral or written communications, proposals, conditions, representations and warranties and prevail over any conflicting or additional terms of any quote, order, acknowledgment, or other communication between the parties relating to the subject matter hereof. No modification to this Agreement or the general AMI License Terms will be binding, unless in writing and signed by an authorized representative of each party.

Intridea Inc. Rev. 06/09/08

Copyright 2008 Intridea Inc. All rights reserved.

Amazon Elastic Compute Cloud and Amazon Simple Storage Service are trademarks of Amazon.com, Inc. Intridea and MediaPlug are trademarks of Intridea Inc.