BETA LICENSE AGREEMENT AND NOTICE TO USER:

PLEASE READ THIS FIRST. THIS IS A LICENSE AGREEMENT.

DISCREET, A DIVISION OF AUTODESK, INC., ("DISCREET") IS WILLING TO LICENSE THE ACCOMPANYING AND REFERENCED SOFTWARE, AND RELATED MATERIALS TO YOU ONLY UPON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS CONTAINED IN THIS BETA LICENSE AGREEMENT AND ANY SUPPLEMENTARY OR UNIQUE LICENSE TERMS INCLUDED HEREWITH ("AGREEMENT").

READ THE TERMS AND CONDITIONS OF THIS AGREEMENT CAREFULLY BEFORE SELECTING THE "I ACCEPT" BUTTON AT THE BOTTOM OF THE PAGE. Please use the scroll bar to read the rest of this agreement. YOU MAY PRINT THIS AGREEMENT VIA YOUR BROWSER CONTROLS. BY SELECTING THE "I ACCEPT" BUTTON, YOU ARE CONSENTING TO BE BOUND BY ALL THE TERMS OF THE AGREEMENT AND THE ACCOMPANYING AND REFERENCED SOFTWARE, AND RELATED MATERIALS MAY BE INSTALLED.

IF YOU ARE NOT WILLING TO BE BOUND BY THIS LICENSE AGREEMENT AND you do not agree to All OF ITS terms and Conditions, SELECT "I reject" ó which will CANCEL THE LOADING OF THE ACCOMPANYING AND REFERENCED SOFTWARE, AND RELATED MATERIALS.

IMPORTANT: YOU AGREE TO BE BOUND BY ALLTHE TERMS OF THIS AGREEMENT BY INSTALLING, COPYING, TESTING, OR OTHERWISE USING THE ACCOMPANYING AND REFERENCED SOFTWARE, AND RELATED MATERIALS. IF YOU DO NOT AGREE, DO NOT INSTALL OR OTHERWISE USE THIS SOFTWARE.

gmax tempest Beta Software

1. LICENSE.

1.1 Software Defined. "Software" shall mean the referenced gmax tempest beta software and related materials from Discreet, whether labeled alpha, beta, prerelease, preview or otherwise. Software also includes any updates, upgrades, modified versions, bug fixes or enhancements to such software products which Discreet, in its sole discretion, may choose to provide to you. Additional products may be added to the Software upon completion and delivery by Discreet, at Discreetís sole discretion, and you agree by your acceptance and use of any Software identified or provided in each such supplemental delivery that this Agreement shall apply.

1.2 Limited License. Discreet hereby grants, and you hereby accept, on the terms and conditions of this Agreement, a non-transferable, non-exclusive, personal, non-assignable, non-sub-licenseable license to download a single copy of the Software for use solely for the purposes outlined in this Agreement. The license and other terms and conditions set forth in this Agreement shall apply to all copies of the Software furnished by Discreet to you during the term of this Agreement and all copies of the Software made and used by you in accordance with this Agreement. You shall use the Software only for evaluation of the Software's applicability, usability, performance, and design and to enable you to fulfill your evaluation and reporting obligation under Section 2 below. The Software shall be used only by you and only subject to the terms and conditions in this Agreement.

1.3 Additional Restrictions. You agree (a) not to copy, transfer, assign, rent, resell, distribute or use the Software other than as expressly authorized in this Agreement, (b) to refrain from using the Software to perform, support or augment any business purposes or processes other than to test the performance of the Software in such an environment, and (c) to refrain from using the Software for any other purpose other than as expressly authorized under Section 1.2 above. You acknowledge that the Software is being provided by Discreet for testing and evaluation purposes only.

1.4 Title and Development. You agree that Discreet and/or its licensors own all right, title and interest in the Software and in all patents, trademarks, trade names, inventions, copyrights, know how and trade secrets relating to the design, manufacture, operation or service of the Software. All rights not expressly granted are reserved by Discreet. Unauthorized copying or use of the Software, or failure to comply with the restrictions provided in this Agreement, will result in automatic termination of this Agreement. Nothing in this Agreement shall change Discreetís or any of its licensorsí ownership rights to their respective intellectual property, including but not limited to the Software. You acknowledge and understand that Discreet evaluates, designs, develops, and acquires technology, software applications, and other products, and for this reason any such technology, software applications, or products that are independently developed, evaluated, designed or acquired by Discreet may contain ideas or concepts similar to those that may be developed by you. Nothing in this Agreement shall prevent Discreet from licensing, acquiring or independently developing and marketing, directly or indirectly through third parties, products similar to and competitive with software developed by you. Nothing herein shall be construed to grant you any rights in any such products so developed or acquired, or any rights to the revenues or any portion thereof derived by Discreet from the use, sale, lease, license or other disposal of any such independently developed products.

1.5 Support. You acknowledge and agree that Discreet is not obligated to provide technical support of any kind for the Software. You acknowledge that Discreet shall have the right, in its sole discretion and without incurring any liability, to modify the Software or discontinue its use or distribution at any time and for any reason.

2. EVALUATION AND REPORTING. You shall evaluate the Software and report such evaluation to Discreet at agreed upon intervals. Reports shall be made to a designated representative of Discreet by telephone and/or in writing as Discreet deems reasonable and useful. Notwithstanding any other provision in this Agreement, Discreet shall have the right to use ideas, information, understandings, and concepts derived from your evaluation of the Software without restriction and without compensating you therefor. "Input" shall mean all suggestions, comments, feedback, ideas, or known-how (whether in oral or written form) provided by you to Discreet in connection with the Software. You grant Discreet, under all of your intellectual property and proprietary rights, the following worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paid up rights: (1) to make, use, copy, modify, and create derivative works of the Input, (2) to publicly perform or display, import, broadcast, transmit, distribute, license, offer to sell and sell, rent, lease or lend copies of the Input (and derivative works thereof), and (3) to sublicense to third parties the foregoing rights, including the right to sublicense to further third parties. You warrant that the Input does not infringe any copyright, trade secret, or any other right of any third party, and that you have no knowledge of, and have not been put on notice of, any patent of any third party that may be infringed by the Input (including any implementation thereof recommended by you).



3. CONFIDENTIAL INFORMATION.
3.1 Confidential Information and "Input." As used in this Agreement, "Confidential Information" shall mean any information (a) designated orally or in writing by Discreet as confidential, (b) related to any Discreet product, including the Software and the existence thereof, or (c) related to Discreetís business, including but not limited to past and future product plans, product designs, product costs, product prices, product names, finances, marketing plans, business activities, personnel, research, development or know-how. The parties hereby agree that Confidential Information shall not include any Input. "Confidential Information" includes, without limitation, information in tangible or intangible form relating to and/or including released or unreleased Discreet software or hardware products, including the Software, the marketing or promotion of any Discreet product, Discreetís business policies or practices, and information received from others that Discreet is obligated to treat as confidential. You may from time to time provide suggestions, comments or other feedback ("Feedback") to Discreet with respect to Confidential Information provided originally by Discreet. Both parties agree that all Feedback is and shall be given entirely voluntarily. Feedback, even if designated as confidential by the party offering the Feedback, shall not, absent a separate written agreement, create any confidentiality obligation for the receiver of the Feedback. Furthermore, except as otherwise provided herein or in a separate subsequent written agreement between the parties, Discreet shall be free to use, disclose, reproduce, license or otherwise distribute, and exploit the Feedback provided to it as it sees fit, entirely without obligations or restriction of any kind on account of intellectual property rights or otherwise.

3.2 Limitations on Disclosure and Use of Confidential Information. You shall exercise reasonable care to protect against the disclosure of Confidential Information in violation of this Agreement, but not less than the same degree of care employed by such party to prevent the unauthorized disclosure of its own Confidential Information. Confidential Information disclosed by Discreet under this Agreement shall only be used by you in the furtherance of this Agreement or the performance of your obligations hereunder. Confidential Information shall only be disclosed to your employees on a need to know basis, and shall not be disclosed to any third parties without the written consent of Discreet. You agree to promptly notify the Discreet in writing of any known misuse, misappropriation, or unauthorized disclosure of Confidential Information.

3.3 Exceptions. The limitations set forth in this Section shall not apply to information which (a) is rightfully received by you from another party without restriction, (b) is known to or developed by you independently without use of the Confidential Information, (c) is or becomes generally known to the public by other than a breach of duty hereunder by you, (d) has been approved for release by written authorization of Discreet, or (e) is being produced pursuant to a court order or decree, in which case you agree to promptly notify Discreet in writing and to make all reasonable efforts to limit the scope of such judicially ordered disclosure.

3.4 Remedies for Breach of Nondisclosure. You acknowledge that disclosure of Confidential Information in breach of this Agreement would cause Discreet immediate, substantial, and irreparable harm, the value of which would be extremely difficult to determine. Accordingly, the parties agree that, in addition to any other remedies that may be available in law, equity or otherwise, Discreet shall be entitled to seek injunctive relief against any breach or threatened breach of the restrictions set forth in this Section.

3.5 Return of Materials. Upon Discreetís written request, or upon termination or expiration of this Agreement, you agree to immediately return to Discreet all materials furnished by Discreet which contain such Confidential Information together with all copies thereof made by you, or to destroy such items and deliver to Discreet written certification that they have been destroyed.

4. WARRANTY DISCLAIMER. DISCREET MAKES NO WARRANTIES, EXPRESS OR IMPLIED, BY STATUTE OR OTHERWISE, REGARDING THE SOFTWARE, ITS FITNESS FOR ANY PURPOSE, ITS QUALITY, ITS MERCHANTABILITY, OR OTHERWISE. Discreet does not warrant that the operation of the Software will be uninterrupted or error free. you acknowledges that THE SOFTWARE LICENSED HEREUNDER ARE preliminary releaseS only and it is possible that the Software will undergo significant changes prior to release of THE CORRESPONDING generally available final version.

EXCEPT AS EXPRESSLY STATED HEREIN, DISCREET HAS MADE NO WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED BY OPERATION OF LAW OR OTHERWISE, CONCERNING THE SOFTWARE TO BE PROVIDED HEREUNDER. YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE NOT RELIED ON ANY EXPRESS OR IMPLIED REPRESENTATION OF DISCREET, WRITTEN OR ORAL, AS AN INDUCEMENT TO ENTERING INTO THIS AGREEMENT.

5. TERM AND SURVIVAL. This Agreement shall continue until the earlier of (a) six (6) months from the installation or your first use of the Software or (b) upon delivery of written notice of termination by either party hereto. Notwithstanding the terms of this Agreement, either party may immediately terminate this Agreement at any time and for any reason upon written notice. Upon termination of this Agreement for any reason, you shall return to Discreet or destroy all copies of the Software, and any other Confidential Information provided to you hereunder, that is in your possession or under your control within ten (10) business days following the termination date. If requested by Discreet, you shall provide a declaration signed by you attesting that all copies of the Software and Confidential Information have been returned to Discreet or destroyed. The provisions of Sections 3, 4, 5, 6, and 7 of this Agreement shall survive the termination of this Agreement for any reason.

6. LIMITATION OF LIABILITY. IN NO EVENT SHALL DISCREET BE LIABLE FOR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES OR FOR ANY DAMAGES WHATSOEVER, INCLUDING ANY OR ALL GENERAL, SPECIAL, CONSEQUENTIAL, INCIDENTAL, OR INDIRECT DAMAGES ARISING OUT OF THIS AGREEMENT OR USE OF THE SOFTWARE OR CONFIDENTIAL INFORMATION, HOWEVER CAUSED, ON ANY THEORY OF LIABILITY, AND WHETHER OR NOT DISCREET HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

Notwithstanding the foregoing, any damages that you might incur for any reason whatsoever (including, without limitation, all damages referenced above and all direct or general damages), the entire liability of Discreet and any of its suppliers under any provision of this Agreement and your exclusive remedy for all of the foregoing shall be limited to the greater of the amount, if any, actually paid by you for the Software or U.S.$5.00. The foregoing limitations, exclusions and disclaimers shall apply to the maximum extent permitted by applicable law, even if any remedy fails its essential purpose.



7. GENERAL PROVISIONS.
7.1 Assignment and Successors in Interest. Neither this Agreement nor any of the rights, interests or obligations of you hereunder shall be assigned or delegated without the prior written consent of Discreet. Any unauthorized assignment or delegation shall be null and void.

7.2 Venue/Choice of Law. This Agreement shall be construed in accordance with the laws of the State of California (excluding rules regarding conflicts of law) and the United States of America. In the event of any dispute the parties submit to the personal jurisdiction of and venue in the Superior Court of the State of California, County of Marin, or the United States District Court for the Northern District of California in San Francisco. In the alternative, this Agreement will be governed by the laws of the country in which you acquired the Software, excluding the application of its conflicts of law rules. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. If any part of this Agreement is found void and unenforceable, it will not affect the validity of the balance of the Agreement, which shall remain valid and enforceable according to its terms. You acknowledge that the Software is subject to U.S. export jurisdiction. You agree to comply with all applicable international and national laws that apply to the Software, including the U.S. Export Administration Regulations, as well as end-user, end use, and destinations restrictions issued by the U.S. and other governments. You agree that the Software will not be shipped, transferred or exported into any country or used in any manner prohibited by the United States or any other applicable export control law, restriction or regulation. This Agreement shall automatically terminate upon failure by you to comply with its terms. This Agreement may only be modified in writing signed by an authorized officer of Discreet.

7.3 Independent Contractors. In performing their respective duties under this Agreement, each of the parties will be operating as an independent contractor. Nothing contained herein will in any way constitute any association, partnership or joint venture between the parties hereto, or be construed to evidence the intention of the parties to establish any such relationship. Neither of the parties will hold itself out in any manner that would be contrary to the provisions of this Section. At no time shall either party make any commitments or incur any charges or expenses for or in the name of the other party.

7.4 Entire Agreement. This document contains the entire agreement and understanding concerning the subject matter between you and Discreet and supersedes all prior negotiations, proposed agreements, and all other agreements, whether written or oral, except all prior confidentiality and non-disclosure agreements to the extent that they are not superseded by this Agreement. This Agreement may be amended only by a writing signed by authorized individuals for both Discreet and you.

7.5 Severability. In the event that it is determined by a court of competent jurisdiction as a part of a final non-appealable judgment that any provision of this Agreement (or part thereof) is invalid, illegal, or otherwise unenforceable, such provision will be enforced as nearly as possible in accordance with the stated intention of the parties, while the remainder of the Agreement will remain in full force and effect and the parties will be bound by obligations which approximate, as closely as possible, the effect of the provision found invalid or unenforceable, without being themselves invalid or unenforceable. The waiver of any breach or default will not constitute a waiver of any other right in this Agreement or any subsequent breach or default. No waiver shall be effective unless in writing and signed by an authorized representative of the party to be bound. Failure to pursue, or delay in pursuing, any remedy for a breach shall not constitute a waiver of such breach.

7.6 Notices. Any notices to Discreet under the provisions of this Agreement shall be given in writing at the address set forth below or to such other address as Discreet may substitute.

General Counsel
Autodesk, Inc.
111 McInnis Parkway San Rafael, CA 94904
7.6 Indemnity. You agree that you shall indemnify, defend, and hold harmless Discreet, and its respective officers, directors, employees, agents, successors, and assigns, from any damage, allegation, cost, loss, liability, or expense (including court costs and reasonable fees for attorneys or other professionals) arising out of or resulting from or in connection with any breach or claimed breach of the terms of this Agreement or warranties provided herein.

7.7 Termination for Insolvency. Discreet may terminate this Agreement if you become the subject of a voluntary or involuntary petition in bankruptcy or any proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors, if that proceeding is not dismissed with prejudice within ten (10) days after filing.

7.8 U.S. Government License Rights. The Software is provided with RESTRICTED RIGHTS. Use, duplication or disclosure by the United States Government or any agency, department or instrumentality thereof is subject to the restrictions set forth in the Commercial Computer Software -- Restricted Rights clause at FAR 52.227-19 or the Commercial Computer Software -- Licensing clause at NASA FAR Supplement 1852.227-86.

7.9 Export Restrictions. You acknowledge that the Software is of U.S. origin. You agree to comply with all applicable international and national laws that apply the Software, including the U.S. Export Administration Regulations, as well as end user and destination restrictions issued by the U.S. and other governments. You agree that the Software will not be shipped, transferred, downloaded, distributed, or exported into any country or used in any manner prohibited by the United States or any other applicable export control law, restriction, or regulation. This Agreement shall automatically terminate upon failure by you to comply with any of its terms.

7.10 Your Warranties. You represent and warrant to Discreet that: (a) you have the full corporate right, power, and authority to enter into this Agreement and to perform the obligations and duties hereunder and have authority to execute and enter into this Agreement on behalf of yourself as well as the individual(s) or entity or entities that intend to license the Software pursuant to this Agreement; (b) the execution of this Agreement, and the performance of the obligations and duties hereunder, do not and will not violate any agreement to which you, or any individual or entity affiliated with you, are a party or by which you, or any individual or entity affiliated with you, are otherwise bound; (c) when executed, this Agreement will constitute your legal, valid and binding obligation, enforceable against you in accordance with its terms; (d) you acknowledge that Discreet makes no representations, warranties, or agreements related to the subject matter hereof which are not expressly provided for in this Agreement; and (e) you represent and warrant that no consent, approval, or authorization of or designation, declaration, or filing with any entity or governmental authority with jurisdiction is required in connection with the valid execution and delivery of this Agreement, the delivery of the Software, the licenses granted herein, or the provision of Input..

7.11 Publicity. You may not make any public statement, press release, or other announcement relating to the terms of or existence of this Agreement without the prior written approval of Discreet, except as required by law. Notwithstanding the foregoing, you hereby grant to Discreet the right, but not the obligation, to issue an initial press release, regarding the relationship between you and Discreet.

7.12 Language. This Agreement is in the English language only, which language shall be controlling in all respects, and all versions hereof in any other language shall not be binding on the parties hereto. All communications and notices to be made or given pursuant to this Agreement shall be in the English language.

7.13 Non-Exclusive. The licenses granted in this Agreement to you are non-exclusive. Nothing in this Agreement shall be construed as limiting in any manner Discreetís marketing or distribution activities or its appointment of customers, testers, dealers, distributors, value-added resellers, original equipment manufacturers, licensees, or agents.

7.14 Conflict of Interest. You agree that you will not engage directly or indirectly either for yourself, or with or for any other person or entity in any work or undertaking which shall conflict with or create any legal impediment against your performance of your obligations under this Agreement and the rights and licenses granted to Discreet hereunder. You represent that there is no such present conflict of interest nor any such legal impediment.