Software License and Warranty Agreement

LICENSE GRANT.

AMX grants to Licensee the non-exclusive right to use the AMX Software in the manner described in this License. The AMX Software is licensed, not sold. This license does not grant Licensee the right to create derivative works of the AMX Software. The AMX Software consists of generally available programming and development software, product documentation, sample applications, tools and utilities, and miscellaneous technical information. Please refer to the README.TXT file on the compact disc or download for further information regarding the components of the AMX Software. The AMX Software is subject to restrictions on distribution described in this License Agreement. LICENSEE MAY NOT SUBLICENSE, RENT, OR LEASE THE AMX SOFTWARE. Licensee may not reverse engineer, decompile, or disassemble the AMX Software.

INTELLECTUAL PROPERTY.

The AMX Software is owned by AMX and is protected by United States copyright laws, patent laws, international treaty provisions, and/or state of Texas trade secret laws. Licensee may make copies of the AMX Software solely for backup or archival purposes. Licensee may not copy the written materials accompanying the AMX Software.

TERMINATION.

AMX RESERVES THE RIGHT, IN ITS SOLE DISCRETION, TO TERMINATE THIS LICENSE FOR ANY REASON AND UPON WRITTEN NOTICE TO LICENSEE. In the event that AMX terminates this License, the Licensee shall return or destroy all originals and copies of the AMX Software to AMX and certify in writing that all originals and copies have been returned or destroyed.

PRE-RELEASE CODE.

Portions of the AMX Software may, from time to time, as identified in the AMX Software, include PRE-RELEASE CODE and such code may not be at the level of performance, compatibility and functionality of the final code. The PRE-RELEASE CODE may not operate correctly and may be substantially modified prior to final release or certain features may not be generally released. AMX is not obligated to make or support any PRE-RELEASE CODE. ALL PRE-RELEASE CODE IS PROVIDED "AS IS" WITH NO WARRANTIES.

LIMITED WARRANTY.

AMX warrants that the AMX Software will perform substantially in accordance with the accompanying written materials for a period of ninety

(90)days from the date of receipt. AMX DISCLAIMS ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH REGARD TO THE AMX SOFTWARE. THIS LIMITED WARRANTY GIVES LICENSEE SPECIFIC LEGAL RIGHTS. Any supplements or updates to the AMX SOFTWARE, including without limitation, any (if any) service packs or hot fixes provided to Licensee after the expiration of the ninety (90) day Limited Warranty period are not covered by any warranty or condition, express, implied or statutory.

LICENSEE REMEDIES.

AMX's entire liability and Licensee's exclusive remedy shall be repair or replacement of the AMX Software that does not meet AMX's Limited Warranty and which is returned to AMX. This Limited Warranty is void if failure of the AMX Software has resulted from accident, abuse, or misapplication. Any replacement AMX Software will be warranted for the remainder of the original warranty period or thirty (30) days, whichever is longer. Outside the United States, these remedies may not available.

NO LIABILITY FOR CONSEQUENTIAL DAMAGES. IN NO EVENT SHALL AMX BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THIS AMX SOFTWARE, EVEN IF AMX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES/COUNTRIES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO LICENSEE.

U.S. GOVERNMENT RESTRICTED RIGHTS.

The AMX Software is provided with RESTRICTED RIGHTS. Use, duplication, or disclosure by the Government is subject to restrictions as set forth in subparagraph ©(1)(ii) of The Rights in Technical Data and Computer Software clause at DFARS 252.227- 7013 or subparagraphs ©(1) and (2) of the Commercial Computer Software Restricted Rights at 48 CFR 52.227-19, as applicable.

SOFTWARE AND OTHER MATERIALS FROM AMX.COM MAY BE SUBJECT TO EXPORT CONTROL.

The United States Export Control laws prohibit the export of certain technical data and software to certain territories. No software from this Site may be downloaded or exported (i) into (or to a national or resident of) Cuba, Iraq, Libya, North Korea, Iran, Syria, or any other country to which the United States has embargoed goods; or (ii) anyone on the United States Treasury Department's list of Specially Designated Nation- als or the U.S. Commerce Department's Table of Deny Orders. AMX does not authorize the downloading or exporting of any software or technical data from this site to any jurisdiction prohibited by the United States Export Laws.

This Agreement replaces and supersedes all previous AMX Software License Agreements and is governed by the laws of the State of Texas, and all disputes will be resolved in the courts in Collin County, Texas, USA. For any questions concerning this Agreement, or to contact AMX for any reason, please write: AMX, 3000 Research Drive, Richardson, TX 75082.