AppExchange License and Distribution Agreement

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TO SUBMIT YOUR ENTRIES, YOU MUST AFFIRMATIVELY ACCEPT AND AGREE TO THE APP EXCHANGE LICENSE AND DISTRIBUTION AGREEMENT CONTAINED HEREIN.

This Paradigm® App Exchange (the “Exchange”) hosted by Paradigm Geophysical Corp. (“Paradigm”) is designed to enhance and expand the Paradigm products offering and empower our user community by providing users with access to Apps for their use.  In addition, Apps submitted to the Exchange will be made available, pursuant to the terms of the App Exchange License and Distribution Agreement, to other Paradigm product users through Paradigm’s App Exchange at no cost and on a royalty-free basis.  In other words, by submitting your Apps and agreeing to the License and Distribution Agreement, you are agreeing to share your Apps with others for free in order to enhance the overall user experience for all Paradigm product users.
 
1.  AGREEMENT:  In order to submit your Apps, you must agree to the App Exchange License and Distribution Agreement (the “License Agreement”) contained herein.  Therefore, please read the License Agreement prior to Submission (as defined below) to ensure you understand and agree.  In addition, you must affirmatively agree to the   License Agreement by checking the box “I agree” and typing in your name to indicate your electronic signature.  If you are employed by an entity which owns the App you are submitting, then you must either have the appropriate authority to agree to the   License Agreement or have the person with such authority agree to them.  The   License Agreement forms a binding legal agreement between you and Paradigm as the administrator of the AppExchange.
 
2. LICENSE AND DISTRIBUTION AGREEMENT
 
a. INTELLECTUAL PROPERTY RIGHTS:  As between Paradigm and the Submitter, the Submitter retains ownership of all intellectual property rights in and to the Submission. 
 
b. LICENSE AND DISTRIBUTION RIGHTS:  The Submitter grants Paradigm a perpetual, irrevocable, worldwide, transferable, royalty-free and nonexclusive license to use, reuse, publish, republish, modify, edit, repurpose, reproduce, distribute, and create a derivative work from Submissions, including, without limitation, making such Submissions available for worldwide distribution free of charge to other Paradigm product users via the Paradigm App Exchange.  Further, Paradigm may independently develop, acquire, and market products, services, and other materials, which are similar to or competitive with any Submission in any geographic area and in any form.
 
c. WARRANTY AND INDEMNITY:  Submitters warrant that their Submissions are their own original work and, as such, they are the sole and exclusive owner and rights holder of the submitted Submission and that they have the right to submit the Submission in the Contest and grant all required licenses.  Submitter agrees not to submit any Submission that : (a) infringes any third party proprietary rights, intellectual property rights, industrial property rights, personal or moral rights or any other rights, including without limitation, copyright, trademark, trade names, industrial designs, patent, trade secret, privacy, publicity or confidentiality obligations; or (b) otherwise violates applicable state, federal, or local law.  To the maximum extent permitted by law, Submitter agrees to defend, indemnify and hold harmless Paradigm from and against any and all claims, actions, suits or proceedings, as well as any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys’ fees) arising out of or accruing from: (i) any Submission or other material uploaded or otherwise provided by Submitter that infringes any copyright, trademark, trade secret, trade dress, patent or other intellectual property right of any person; (ii) breach of any warranty set forth herein; (iii) any misrepresentation made by Submitter in connection with the Contest; (iv) any noncompliance by Submitter with the Rules; (v) claims brought by persons or entities other than the parties to the Rules and the License and Distribution Agreement arising from or related to Submitter’s involvement with the Contest; or (vi) acceptance, possession, misuse or use of any prize or participation in the Contest.
 
3. RIGHT TO CANCEL, MODIFY OR DISQUALIFY:  Paradigm reserves the right at its sole discretion to cancel, terminate, modify or suspend the AppExchange at any time.
 
4. MISCELLANEOUS:  The License and Distribution Agreement shall be governed by, subject to, and construed in accordance with the laws of the State of Texas, United States of America, excluding all conflict of law rules.  If any provision(s) of the License and Distribution Agreement are held to be invalid or unenforceable, all remaining provisions hereof shall remain in full force and effect.  To the extent permitted by law, the rights to litigate, seek injunctive relief or make any other recourse to judicial or any other procedure in case of disputes or claims resulting from or in connection with the AppExchange are hereby excluded, and Submitters expressly waive any and all such rights.

AppExchange Click-Through Agreement

This Click-Through Agreement (the “Agreement”) contains the terms and conditions upon which Paradigm Geophysical Corp., a Delaware company (“Paradigm”), grants to you (“User”) access to the Paradigm AppExchange and a limited license to download and use the Applications (“Apps”) available on the AppExchange.  Please read this Agreement carefully.  By clicking “I AGREE”, you acknowledge that you have read and accept the terms and conditions of this Agreement in its entirety.
 
IF YOU ARE ENTERING INTO THIS AGREEMENT WITHIN THE SCOPE OF YOUR EMPLOYMENT OR IN CONNECTION WITH YOUR ENGAGEMENT AS AN INDEPENDENT CONTRACTOR, THEN THE TERM “USER” INCLUDES YOUR EMPLOYER OR PRINCIPAL CONTRACTOR, AS APPLICABLE, AND YOU WARRANT AND REPRESENT TO PARADIGM THAT YOU ARE AUTHORIZED TO ACCEPT THIS AGREEMENT ON SUCH EMPLOYER’S OR PRINCIPAL CONTRACTOR’S BEHALF.
 
Section 1:  AppExchange Access and License Grant; Non-Transferability
1.1 Paradigm hereby grants to User access to the Paradigm AppExchange solely for the purpose of accessing Apps that have been contributed by the Paradigm user community for use by User in conjunction with User’s use of Paradigm products.  User hereby confirms that he or she is a current licensed user of Paradigm products and that he or she is accessing the AppExchange solely for his or her own professional use.
 
1.2 Paradigm hereby grants to User, and User hereby accepts, a non-exclusive, non-transferable, limited license (without the right to grant sub-licenses) to download, install and use in connection with Paradigm software products any of the Apps available on the AppExchange.  The original creator of each App remains the owner of all titles, rights, and interests in such App.
 
1.3 User shall not transfer any of the Apps to any other person or party.  Additional users in the same company must each individually access the AppExchange and agree to this Agreement.
 
Section 2:  No Warranties and No Liability
2.1 THE APPS PROVIDED IN THE APPEXCHANGE ARE PROVIDED “AS IS” AND WITHOUT ANY WARRANTIES WAHTSOEVER.  PARADIGM DISCLAIMS ANY AND ALL PROMISES, REPRESENTATIONS, AND WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE APPS OR INFORMATION ON THE APPEXCHANGE, INCLUDING, WITHOUT LIMITATION, THE CONDITION THEREOF; CONFORMITY TO ANY REPRESENTATION OR DESCRIPTION; THE EXISTENCE OF ANY LATENT OR PATENT DEFECTS THEREIN; AND WARRANTIES OF NON-INFRINGEMENT, TITLE, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OR USE.  Use of any of the Apps and any resulting data is at User’s sole risk and depends solely on User’s judgment.
 
2.2 Paradigm shall have no liability whatsoever to User or any other person in connection with the AppExchange or the Apps or otherwise under this Agreement or anything arising out of or in connection with the Apps, the AppExchange or this Agreement, including, without limitation, for any loss of profits or other economic loss, or for direct, indirect, consequential, special, exemplary, incidental or punitive damages.
 
Section 3:  Additional Terms
3.1 User may not transfer or assign this Agreement of any of User’s rights or obligations under this Agreement (by operation of law or otherwise).
 
3.2 Paradigm may terminate this Agreement at any time and without cause in its discretion upon electronic notice to User.  This Agreement and User’s authorization to use the AppExchange and the Apps shall terminate automatically if User fails to comply with any provision of this Agreement.  No notice shall be required from Paradigm to give effect to such termination.
 
3.3 This Agreement shall be governed by and construed exclusively in accordance with the laws of the State of Texas, without giving effect to any choice of law or conflicting provision or rule that would cause the laws of any other jurisdiction to be applied.  The federal and state courts in Houston, Texas, shall have sole and exclusive jurisdiction to hear any disputes between the parties related to this Agreement.  The parties hereto hereby consent and submit themselves to the jurisdiction of such courts.
 
3.4 This Agreement constitutes the entire and exclusive agreement between the parties hereto with respect to the subject matter hereof.