DIVX, INC. (Licensor)
SDK END USER LICENSE AGREEMENT (AGREEMENT)

YOU SHOULD CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS
BEFORE USING THIS SOFTWARE DEVELOPMENT KIT (the SDK). IT
CONTAINS SOFTWARE AND DOCUMENTATION, TOGETHER WHICH
CONSTITUTE THE LICENSED WORKS AND THE USE OF WHICH IS
LICENSED BY LICENSOR TO ITS CUSTOMERS FOR THEIR USE ONLY AS
SET FORTH BELOW. 

This DivX, Inc. End User License Agreement (the Agreement)
is a legal agreement between you and DivX, Inc. for the
Licensed Works provided pursuant to this Agreement.  BY
OPENING OR USING ANY PART OF THE LICENSED WORKS YOU AGREE TO
BE BOUND BY THE TERMS OF THIS AGREEMENT.  IF YOU DO NOT
AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT
OPEN OR USE THE LICENSED WORKS.  OPENING OR USING ANY PART
OF THE LICENSED WORKS INDICATES THAT YOU ACCEPT THESE TERMS.

GRANT OF LICENSE: DivX, Inc. (the Licensor) grants to you
this personal, limited, non-exclusive, non-transferable,
non-assignable license to use the Licensed Works solely
provided that you adhere to all of the terms and conditions
of this Agreement.  Licensed Works means computer software
together with any related documentation (including design,
systems and user), sample code, libraries, white papers and
other materials for use in connection with such computer
software in this SDK.  The foregoing is an express limited
use license and not an assignment, sale, or other transfer
of the Licensed Works or any Intellectual Property Rights
(as defined below) of Licensor.

ASSENT: By opening the file package containing the Licensed
Works or components thereof, you agree that this Agreement
is a legally binding and valid contract, agree to abide by
all of the terms and conditions of this Agreement, and
further agree to take all necessary steps to ensure that the
terms and conditions of this Agreement are not violated by
any person or entity under your control or in your service.

OWNERSHIP OF LICENSED WORKS: The Licensor and/or its
affiliates or subsidiaries own certain rights that may exist
from time to time in this or any other jurisdiction, whether
foreign or domestic, under patent law, copyright law,
publicity rights law, moral rights law, trade secret law,
trademark law, unfair competition law or other similar
protections, regardless of whether or not such rights or
protections are registered or perfected (the "Intellectual
Property Rights"), in the Licensed Works.  ALL INTELLECTUAL
PROPERTY RIGHTS IN AND TO THE LICENSED WORKS ARE AND SHALL
REMAIN IN LICENSOR.

NO COMMERCIAL USE: This Agreement grants you the right to
use the Licensed Works for personal use only.  Commercial
use of the Licensed Works or of any derivative works or work
products incorporating or resulting from the use of Licensed
Works is not permitted under this Agreement.  Commercial
use is a use which directly or indirectly generates
revenue.  If you desire a license for commercial use, please
contact Licensor (see below) for the terms and conditions of
such a license.

RESTRICTIONS:

(a)  You are expressly prohibited from copying, modifying,
merging, selling, leasing, assigning, or transferring in any
matter, Licensed Works or any portion thereof.

(b)  You may take a single copy of materials within the
package or otherwise related to Licensed Works only as
required for backup purposes.

(c)  You are also expressly prohibited from reverse
engineering, decompiling, translating, disassembling,
deciphering, decrypting, or otherwise attempting to discover
the source code of the Licensed Works as the Licensed Works
contain proprietary material of Licensor.  You may not
otherwise modify, alter, adapt, port, or merge the Licensed
Works.

(d)  You may not remove, alter, deface, overprint or
otherwise obscure Licensor patent, trademark, service mark
or copyright notices.

(e)  You agree that the Licensed Works will not be shipped,
transferred or exported into any other country, or used in
any manner prohibited by any government agency or any export
laws, restrictions or regulations.

(f)  You may only redistribute the Licensed Works, or
components thereof, in their original, unmodified form for
personal, non-commercial use purposes only, and only if
accompanied by this Agreement.  Subject to the foregoing,
you may not publish or distribute in any form of electronic
or printed communication the materials within or otherwise
related to Licensed Works, including but not limited to the
object code, documentation, help files, examples,
benchmarks, and any derivative works or work products
incorporating or resulting from the use of Licensed Works.

TERM: This Agreement is effective until terminated. Licensor
may immediately terminate this Agreement at any time if you
are in breach of any of the terms and conditions of this
Agreement.  You may terminate this Agreement at any time by
fulfilling the act of Termination (see below).

TERMINATION: Upon any termination, you agree to uninstall
the Licensed Works; destroy or return to Licensor all copies
of the Licensed Works, any accompanying documentation, and
all other associated materials; and cease all use and
redistribution of the Licensed Works or any derivative works
or work products incorporating or resulting from the use of
Licensed Works, including without limitation by any person
or entity under your control or in your service.

GOVERNING LAW: This Agreement shall be governed by the laws
of the State of California and by the laws of the United
States, excluding their conflicts of law principles. The
United Nations Convention on Contracts for the International
Sale of Goods (1980) is hereby excluded in its entirety from
application to this Agreement.

WARRANTIES AND DISCLAIMER:

EXCEPT AS EXPRESSLY PROVIDED OTHERWISE IN A SEPARATE WRITTEN
AGREEMENT BETWEEN LICENSOR AND YOU, THE LICENSED WORKS ARE
PROVIDED AS IS WITHOUT WARRANTY OF ANY KIND.  LICENSOR
EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS
OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE, OR THE WARRANTY OF NON-INFRINGEMENT.  WITHOUT
LIMITING THE FOREGOING, LICENSOR MAKES NO WARRANTY THAT (i)
THE LICENSED WORKS WILL MEET YOUR REQUIREMENTS, (ii) THE USE
OF THE LICENSED WORKS WILL BE UNINTERRUPTED, TIMELY, SECURE,
OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM
THE USE OF THE LICENSED WORKS WILL BE ACCURATE OR RELIABLE,
(iv) THE QUALITY OF THE LICENSED WORKS WILL MEET YOUR
EXPECTATIONS, (v) ANY ERRORS IN THE LICENSED WORKS WILL BE
CORRECTED, AND/OR (vi) YOU MAY USE, PRACTICE, EXECUTE, OR
ACCESS THE LICENSED WORKS WITHOUT VIOLATING THE INTELLECTUAL
PROPERTY RIGHTS OF OTHERS. SOME STATES OR JURISDICTIONS DO
NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS
ON HOW LONG AN IMPLIED WARRANTY MAY LAST, SO THE ABOVE
LIMITATIONS MAY NOT APPLY TO YOU.  IF CALIFORNIA LAW IS NOT
HELD TO APPLY TO THIS AGREEMENT FOR ANY REASON, THEN IN
JURISDICTIONS WHERE WARRANTIES, GUARANTEES, REPRESENTATIONS,
AND/OR CONDITIONS OF ANY TYPE MAY NOT BE DISCLAIMED, ANY
SUCH WARRANTY, GUARANTEE, REPRESENATION AND/OR WARRANTY IS:
(1) HEREBY LIMITED TO THE PERIOD OF EITHER (A) THIRTY (30)
DAYS FROM THE DATE YOU OPENED THE PACKAGE CONTAINING THE
LICENSED WORKS OR (B) THE SHORTEST PERIOD ALLOWED BY LAW IN
THE APPLICABLE JURISDICTION IF A THIRTY (30) DAY LIMITATION
WOULD BE UNENFORCEABLE; AND (2) LICENSORS SOLE LIABILITY
FOR ANY BREACH OF ANY SUCH WARRANTY, GUARANTEE,
REPRESENTATION, AND/OR CONDITION SHALL BE TO PROVIDE YOU
WITH A NEW COPY OF THE LICENSED WORKS.

IN NO EVENT SHALL LICENSOR OR ITS SUPPLIERS BE LIABLE TO YOU
OR ANY THIRD PARTY FOR ANY SPECIAL, INCIDENTAL, INDIRECT OR
CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY DAMAGES
WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING
FROM LOSS OF USE, DATA OR PROFITS, WHETHER OR NOT LICENSOR
HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND ON
ANY THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION
WITH THE USE OF THE LICENSED WORKS.  SOME JURISDICTIONS
PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR
CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE
LIMITATIONS MAY NOT APPLY TO YOU.  THESE LIMITATIONS SHALL
APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF
ANY LIMITED REMEDY.

SEVERABILITY: In the event any provision of this Agreement
is found to be invalid, illegal or unenforceable, the
validity, legality and enforceability of any of the
remaining provisions shall not in any way be affected or
impaired and a valid, legal and enforceable provision of
similar intent and economic impact shall be substituted
therefor.

ENTIRE AGREEMENT: This Agreement sets forth the entire
understanding and agreement between you and Licensor,
supersedes all prior agreements, whether written or oral,
with respect to the Licensed Works, and may be amended only
in a writing signed by both parties.

DivX, Inc.
4780 Eastgate Mall
San Diego, California 92121
February 1, 2006