Subject to payment of applicable license fees, Blackmagic Design Pty. Ltd. ("Blackmagic Design") hereby grants to you a non-exclusive license to use this software product (the "Software") and accompanying documentation on the terms below. The Software may be used on a single system only, and may be copied for archival purposes, provided any copy must contain all of the original Software's proprietary notices.

Blackmagic Design makes no representations concerning the suitability for any purpose of the Software or about the accuracy of data or information made accessible by it. The Software is provided “as is” without express or implied warranties, including but not limited to implied warranties of merchantability and fitness for a particular purpose or non infringement of intellectual property rights of third persons. Blackmagic Design assumes no liability for any damages (whether direct, incidental or consequential) suffered by you or any third person as a result of use of the Software. SOME STATES DO NOT ALLOW EXCLUSIONS OF AN IMPLIED WARRANTY, SO THIS DISCLAIMER MAY NOT APPLY TO YOU AND YOU MAY HAVE OTHER LEGAL RIGHTS THAT VARY FROM STATE TO STATE OR BY JURISDICTION. LIMITATION OF LIABILITY: UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, TORT, CONTRACT, OR OTHERWISE, SHALL BLACKMAGIC DESIGN OR ITS SUPPLIERS OR RESELLERS BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES. IN NO EVENT WILL BLACKMAGIC DESIGN BE LIABLE FOR ANY DAMAGES IN EXCESS OF BLACKMAGIC DESIGN'S LIST PRICE FOR A LICENSE TO THE SOFTWARE, EVEN IF BLACKMAGIC DESIGN SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY. THIS LIMITATION OF LIABILITY SHALL NOT APPLY TO LIABILITY FOR DEATH OR PERSONAL INJURY TO THE EXTENT APPLICABLE LAW PROHIBITS SUCH LIMITATION. FURTHERMORE, SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION AND EXCLUSION MAY NOT APPLY TO YOU.

Content accessed through or created by this Software is the property of the applicable content owner and may be protected by applicable copyright or other intellectual property laws. This License Agreement conveys no rights to such content.

Blackmagic Design has no obligation to issue any updates, revisions, corrections, new versions or manuals for this Software or otherwise to support this Software in any way.

Blackmagic Design reserves the right at any time to alter prices, features, specifications, capabilities, functions, licensing terms, release dates, general availability or other characteristics of this Software.

The Software is owned by Blackmagic Design or its suppliers. Title, ownership rights, and intellectual property rights in and to the Software shall remain in Blackmagic Design and/or its suppliers. You agree to abide by the copyright law and all other applicable laws of Australia, United States and other applicable jurisdictions. You acknowledge that the Software in source code form remains a confidential trade secret of Blackmagic Design and/or its suppliers. You may not, permit unlicensed persons to use your copy of the Software, modify, translate, reverse engineer, decompile, disassemble, or create derivative works based on the Software, copy the Software, rent or lease, rights to the Software, or remove any proprietary notices or labels on the Software.

You may terminate this License Agreement at any time by destroying or erasing your copy of the Software. Your license will terminate automatically if you fail to comply with the limitations specified herein. Upon termination of this License Agreement, you agree to destroy or erase the Software. In the event of termination, the provisions of paragraphs 2 to 6 of this License Agreement will survive.

This License Agreement shall be governed by the laws of the state of Victoria, Australia, and the applicable local law of such jurisdiction where Blackmagic Design's intellectual property rights may be infringed. The venue of any dispute under this License Agreement shall be the applicable state and/or courts of Victoria, Australia; except that Blackmagic Design may enforce its intellectual property rights before the competent courts of any jurisdiction where an act of infringement has occurred. Final decisions of the specified courts may be enforced in any court of competent jurisdiction.

If any provision of this License Agreement is unenforceable, invalid, or violates applicable law, such provision shall be deemed stricken and shall not affect the enforceability of any other provision of this License Agreement.

This License Agreement sets forth the entire agreement between you and Blackmagic Design. No change, modification, addition, or amendment to this License Agreement shall be valid unless in writing and signed by an authorized officer of Blackmagic Design.

© 2019 Blackmagic Design Pty. Ltd. All rights reserved. Blackmagic Design, Blackmagic, DeckLink, Multibridge, HDLink, Videohub, and "Leading the creative video revolution" are trademarks of Blackmagic Design Pty. Ltd., registered in the U.S.A and other countries.

Subject to the Licensee’s compliance with the terms and conditions of this Agreement, the Licensor grants to the Licensee a non-exclusive, non-transferable, revocable, limited, royalty-free license to during the term of this Agreement download, install and use the SDK on any personal computer or networked machine only, for the sole purpose of:

• (a) determining whether to create or modify an application using the SDK solely for any purpose, function or feature described in the Documentation and for no other purpose;
• (b) creating, developing and modifying software which incorporates all or part of the SDK (Licensee Software) that will be compatible with the Licensor's products, or making the Licensee's existing software compatible with the Licensor's products;
• (c) making copies of, and distributing, the SDK internally to employees, agents and contractors of the Licensee for the above purposes in paragraphs (a) and (b); and
• (d) to the extent incorporated into the Licensee Software or required for use with Licensee Software, sublicensing and distributing in the object code form the API Libraries and the Licensee’s modifications to and derivative works (if any) of the Sample Source Code as incorporated in any Licensee Software) to Licensee’s authorized distributors, resellers, and others in Licensee’s distribution chain for Licensee Software and to end users and to grant to such persons a sublicense to use the API Libraries and modifications to and derivative works of the Sample Source Code to the extent required for use of the Licensee Software or with the Licensee Software, provided that all such distributions and sub-licensing by the Licensee or through the Licensee’s distribution channels are consistent with the terms of this Agreement,

(collectively, the purposes in paragraphs (a) to (d) comprising, the Permitted Use).

The Licensee agrees to use the SDK only for the Permitted Use and in compliance with all applicable laws, including all applicable intellectual property laws.

The Licensee must not lease, rent, distribute, copy or sub-license the SDK, or use the SDK in a time-sharing arrangement, or in any other manner that is not a Permitted Use. For the avoidance of doubt, the Licensee may distribute and sublicense API Libraries and the Licensee’s modifications to and derivative works (if any) of the Sample Source Code as a Permitted Use in accordance with clause 1.1(d).

Subject to clause 1.5, Licensee shall own any derivative works it creates directly to the Sample Source Code that integrates with Licensee Software subject to Licensor’s ownership of the underlying Sample Source Code and other parts of the SDK and all intellectual property rights therein.

The Licensor reserves the right at any time to alter the price, features, specifications, capabilities, functions, licensing terms, release dates, general availability or other characteristics of the SDK. The Licensor has no obligation to support or to continue providing or updating any of the SDK.

The SDK has not been written to meet individual requirements of the Licensee or any other person and is supplied on an “AS IS” basis without warranty of any kind. A failure of any part or the whole of the SDK to be suitable for the Licensee's requirements will not give rise to any right or claim against the Licensor or its suppliers.

THE LICENSOR AND ITS SUPPLIERS MAKE NO WARRANTY OR REPRESENTATION TO THE LICENSEE AS TO THE PERFORMANCE OR OPERATION OF THE SDK, AND TO THE FULLEST EXTENT PERMITTED BY LAW DISCLAIMS ALL EXPRESS, IMPLIED AND STATUTORY WARRANTIES, INCLUDING (BUT NOT LIMITED TO) MERCHANTABILITY, FITNESS FOR PURPOSE, SECURITY, RELIABILITY, NON-INFRINGEMENT AND PERFORMANCE OF THE SDK.

The Licensee acknowledges and agrees that it downloads, installs and uses the SDK at its own discretion and risk, and that it will be solely responsible for any damage to its computer system or any loss of data that results from such downloading, installing or use of the SDK.

To the fullest extent permitted by law, any condition or warranty which would otherwise be implied in this Agreement is hereby excluded. Where legislation implies in this Agreement any condition or warranty, and that legislation avoids or prohibits provisions in a contract from excluding or modifying the application of or exercise of or liability under such a condition or warranty, that condition or warranty will be deemed to be included in this Agreement. However, the liability of the Licensor or its suppliers for any breach of such a condition or warranty will be limited, at the option of the Licensor, to one or more of the following:

• in the case of the supply of goods:
1. the replacement of the goods;
2. the supply of equivalent goods;
3. the repair of the goods;
4. the payment of the cost of replacing the goods or of acquiring equivalent goods; or
5. the payment of the cost of having the goods repaired; and
• in the case of the provision of services:
1. the supplying of the services again; or
2. the payment of the cost of having the services supplied again.

The Licensee acknowledges that the SDK in general is not error-free and agrees that the existence of such errors will not constitute a breach of this Agreement.

The Licensor and its suppliers do not warrant that the SDK will be free from all known viruses and the Licensee is solely responsible for virus scanning the SDK.

The Licensor and its suppliers do not warrant that the SDK will enable the Licensee to render its products compatible with the Licensor or its suppliers' products.

IN NO EVENT WILL THE LICENSOR OR ITS SUPPLIERS BE LIABLE TO THE LICENSEE OR ANY OTHER PERSON FOR ANY LOST PROFITS, LOST SAVINGS, LOST DATA, OR OTHER SPECIAL, DIRECT, INDIRECT, PUNITIVE, CONSEQUENTIAL, OR INCIDENTAL DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY PRODUCT OR SERVICE FURNISHED OR TO BE FURNISHED UNDER THIS AGREEMENT OR THE USE THEREOF, EVEN IF THE LICENSOR OR ITS SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.

The aggregate liability of the Licensor and its suppliers upon any claims howsoever arising out of or relating to this Agreement or any products or services furnished or to be furnished by the Licensor or its suppliers under this Agreement will in any event be absolutely limited to US$100.

Unless this Agreement expressly provides otherwise:

1. to the maximum extent permitted by law, all express and implied conditions, warranties or liabilities (including liability as to negligence) regarding the condition, accuracy, suitability, quality or title to the SDK are negated and excluded; and
2. the Licensor and its suppliers give no condition, warranty, undertaking or representation in relation to the condition, accuracy, suitability, quality of or title to the SDK (including any data contained in or supplied in relation to it or reports generated or produced by or with the aid of any of them).

The Licensee acknowledges that the Licensor has entered into this Agreement in reliance upon the Warranty and Disclaimer and Liability clauses set forth in this Agreement, and that the same form an essential basis of the bargain between the parties. The parties agree that the limitation of liability specified in this Agreement will survive and apply even if the Warranty and Disclaimer or Liability clause, or any limitation of remedies is found to have failed its essential purpose.

For the purposes of this Agreement, the term Intellectual Property Rights means all copyright, patents, designs, trademarks or service marks, brand names, product names, trade secrets, know-how, rights to confidentiality and other intellectual and industrial property rights (including Marks as defined in clause 6), whether or not registered or capable of registration, in all parts of the world.

The Licensee acknowledges that it obtains no Intellectual Property Rights whatsoever in the SDK. As between the parties all Intellectual Property Rights vest in the Licensor or its suppliers.

The Licensee must not, except to the extent permitted by any law that cannot be excluded by the parties:

1. copy or modify the Developer SDK; nor
2. disassemble, decompile, or reverse engineer the API Libraries or the Developer SDK,

nor directly or indirectly permit any third party to do any of the foregoing except in connection with the Permitted Use.

Licensee acknowledges and agrees that it is Licensee’s sole responsibility to obtain any, additional, third party licenses required to make, have made, use, have used, sell, import, and offer for sale Licensee products that include or incorporate any third party technology such as operating systems, audio and/or video encoders and decoders (Third Party Technology). Licensee acknowledges and agrees that the Licensor has not granted to Licensee under this Agreement any necessary patent rights with respect to the Third Party Technology. As such, Licensee’s use of the Third Party Technology may be subject to further restrictions and terms and conditions. Licensee acknowledges and agrees that Licensee is solely and exclusively responsible for obtaining any and all authorizations and licenses required for the use, distribution and/or incorporation of the Third Party Technology.

If the Licensee becomes aware of any actual or suspected internal use or mis-use of the SDK that is not in compliance with the requirements of this Agreement, then the Licensee will notify the Licensor in writing and shall take all reasonable steps required to rectify or prevent any and all uses that are not in compliance with the requirements of this Agreement.

The Licensee will not adopt or use, nor authorize others to adopt or use, any trademark, service mark or trade name which includes, or is likely to mislead, deceive or cause confusion, or is substantially identical with, or deceptively similar to, any Mark. This clause will survive the expiration or earlier termination of this Agreement.

For the avoidance of doubt, the Licensee is permitted to use the following designations only during the term of this Agreement:

1. 'XXX compatible with Blackmagic Design YYY'; and
2. 'XXX for Blackmagic Design YYY',

where 'XXX' refers to the Licensee's product name, and ‘YYY’ refers to the Blackmagic camera product, “Blackmagic RAW”, “URSA Mini Pro”, “URSA Broadcast” or “Pocket Cinema Camera” with which such XXX product is compatible (provided that the Licensee's product is compatible with such Licensor product). If the Licensor determines in its sole discretion that any of the Licensee's products are not compatible with the applicable Licensor product, then the Licensor shall so notify the Licensee, and the Licensee shall discontinue any use of the Marks on such incompatible Licensee product(s).

For the purposes of this Agreement, the term Marks means any trademark, service mark or trade name of the Licensor “Blackmagic” or its affiliates, as the case may be, including but not limited to “Blackmagic RAW”, “URSA Mini Pro”, “URSA Broadcast” or “Pocket Cinema Camera”, whether or not they are registered or capable of being registered.

This Agreement is effective until terminated.

The Licensor may immediately terminate this Agreement at any time with or without notice:

1. at the Licensor's sole discretion; or
2. if the Licensee breaches a term of this Agreement.

Upon termination of this Agreement, the Licensee must immediately cease to use the SDK and if capable of return, return the SDK (and all copies thereof in its possession, custody or control) to the Licensor. Where such SDK is incapable of return, the Licensee must permanently delete or destroy the SDK and provide a declaration to the Licensor that the Licensee has complied with this clause 7.3. Any grant of a sublicense to use the API Libraries and the Licensee’s modifications to and derivative works (if any) of the Sample Source Code to the extent required for use of the Licensee Software, or with the Licensee Software, pursuant to clause 1.1(d) prior to termination of this Agreement, shall survive termination. This requirement is without prejudice to any other rights and remedies that the Licensor may have in respect of the breach.

Despite any other provision of this Agreement, this clause 7.4 and clauses 2, 3, 4, 5, 6, 7.3 and 8 survive the expiration or termination of this Agreement.

This written Agreement constitutes the entire agreement between the parties relating to the subject matter of this Agreement and supersedes all prior communications and agreements between the parties as to its subject matter. Each party agrees that unless expressly stated in this Agreement, that party has not relied on any representation, warranty or undertaking of any kind in relation to the subject matter of this Agreement.

If any provision of this Agreement or any part of a provision is unenforceable or void for any reason, then:

1. that provision of the Agreement will be enforced to the maximum extent permissible so as to effect the economic intent of the parties, and the remainder of this Agreement will continue in full force and effect; and
2. in any other case, such provision must be severed from this Agreement, in which case a valid, legal and enforceable provision of similar intent and economic impact will be substituted, and the remaining provisions will continue in full force and effect as if the severed provision had not been included.

The Licensee must not, without prior written consent of the Licensor assign, charge, sub-license, or otherwise transfer any of its rights or obligations under this Agreement in whole or in part.

Any delay or forbearance by either party in enforcing any provisions of this Agreement or any of its rights hereunder will not be construed as a waiver of such provision or right to subsequently enforce the same.

Clause headings have been included in this Agreement for convenience only and must not be considered part of, or be used in interpreting, this Agreement.

This Agreement is governed by and must be construed in accordance with the laws in force in the State of California. The parties submit to the exclusive jurisdiction of the courts of that State and the United States of America in respect of all matters arising out of or relating to this Agreement, its performance or subject matter.

The Licensee agrees to abide by all applicable laws of the State of California and all applicable jurisdictions, including the federal laws of the United States. The Licensor reserves the right to enforce its Intellectual Property Rights before the competent courts of any jurisdiction where an act of infringement has occurred.

The Licensee acknowledges and agrees that it will not export or re-export the SDK or any products utilizing the SDK in violation of any applicable laws or regulations of the United States of America.