LAST UPDATED: February 4, 2026

This Beta Software License Agreement (the "Agreement") governs access to and use of the beta version of the Rio Archive Viewer software ("Beta Software"), which is made available by Spectra Logic Corporation ("Spectra") for evaluation by that Company named in the form ("Licensee").

Licensee understands that Spectra is developing certain pre-release software and related materials and is willing to make such software available to Licensee for evaluation and testing purposes only. Licensee desires to evaluate such software and provide feedback to Spectra.

BY CHECKING THE BOX next to "I have read and agree to the Beta Software License Agreement,"" (a) you agree to the terms of this Agreement on behalf of Licensee; and (b) you confirm that you have the legal authority to bind Licensee to these terms. No terms contained in any purchase order, procurement document, or other Licensee document will apply to this evaluation, and no existing agreement between Licensee and Spectra will apply to this evaluation.

IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, do not check the box next to "I have read and agree to the Beta Software License Agreement" and do not submit a request for a free trial of the Software.

1. LICENSE
   1. LICENSE GRANT. Subject to the terms and conditions of this Agreement, Spectra grants Licensee a non-exclusive, non-sublicensable, and non-transferable limited license during the License Term (as defined below) to: (a) install one instance of the Beta Software and use the Beta Software solely for Licensee's internal evaluation purposes; (b) allow employees and/or contractors of Licensee to access and use the Beta Software ("Authorized Users"); and (c) use and make a reasonable number of copies of Spectra's user manuals and other documentation relating to the Beta Software provided by Spectra to Licensee (the "Documentation"). Spectra reserves all rights not expressly granted to Licensee in this Agreement.
   2. LICENSE TERM. The “License Term” will begin on the date the Beta Software is installed in accordance with Section 2 below and continue for ninety (90) days unless otherwise terminated in accordance with the terms of this Agreement. Upon the request of Licensee, Spectra, at its sole discretion, may agree to extend the length of the License Term.
   3. USE RESTRICTIONS. Licensee will not, and will not allow its Authorized Users, to use the Beta Software or Documentation in production or for commercial purposes or for any other purposes beyond the scope of the license granted in this Agreement. Without limiting the foregoing and except as otherwise expressly set forth in this Agreement, Licensee will not at any time, directly or indirectly: (a) copy, modify, or create derivative works of the Beta Software or the Documentation; (b) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Beta Software; (c) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source code of the Beta Software; or (d) remove any proprietary notices from the Beta Software or the Documentation.
2. DELIVERY AND INSTALLATION. Spectra will make the Beta Software available to Licensee for download or deliver and install the Beta Software at Licensee’s premises remotely or, if required, in person – the location, date and time to be agreed by the parties. Licensee will provide Spectra with access to Licensee’s systems and premises required by Spectra to install the Beta Software and respond promptly to Spectra’s requests for information required to complete the installation. Spectra will have the right to subcontract portions of the installation services on condition that Spectra remains responsible for the performance of any third party.
3. LICENSEE RESPONSIBILITIES.
   1. OPERATING ENVIRONMENT. Licensee must have installed and be running the Rio Media Suite software (the watchfolder, migration and portable media features are not required. Licensee is responsible for providing an operating environment that complies with Exhibit A. Licensee may be required to complete a pre-installation questionnaire prior to delivery.
   2. DATA. Licensee agrees that it will use the Beta Software only in a non-production environment and with dummy data or data that has been backed up by Licensee to another location. Spectra is not liable for any loss or corruption of Licensee's data.
   3. FEEDBACK AND REPORTING. Licensee agrees to meet with Spectra on a bi-weekly basis, exact dates and times to be agreed, to provide feedback on the Software, including, without limitation, whether the Beta Software provides value for Licensee's intended use cases, addresses identified needs, would be considered for future adoption if commercially released, missing features or capabilities and prioritization suggestions. However, Licensee will not disclose the results of its testing and evaluation of the Beta Software to any third party without the prior written consent of Spectra.
4. NO SUPPORT AND MAINTENANCE. During the License Term, Spectra will not provide any support or maintenance for the Beta Software.
5. NO LICENSE FEE. The parties agree that no license fee or other fees will be payable in exchange for the licenses granted under this Agreement.
6. CONFIDENTIALITY. Each party agrees to protect the other party’s confidential information with the same care it uses for its own similar information, but no less than reasonable care. “Confidential Information” includes the Software, Documentation, feedback, and any non-public information disclosed in connection with this evaluation. Confidential Information may only be used to evaluate the Software and not disclosed to any third party except employees and contractors who need to know for that purpose and who are bound by similar obligations. These obligations survive for three (3) years after disclosure, except for trade secrets, which remain protected as long as they qualify as trade secrets.
7. INTELLECTUAL PROPERTY OWNERSHIP.
   1. BETA SOFTWARE. Spectra owns all right, title, and interest, including all intellectual property rights, in and to the Beta Software and Documentation.
   2. FEEDBACK. If Licensee submits feedback, suggestions or recommended changes to the Beta Software or Documentation, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like ("Feedback"), Licensee assigns to Spectra all right, title, and interest in and to the Feedback. Spectra is free to use the Feedback for any purpose without any attribution or compensation to Licensee.
8. DISCLAIMER OF WARRANTIES. THE BETA SOFTWARE AND DOCUMENTATION ARE PROVIDED "AS IS" AND SPECTRA DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. SPECTRA DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. SPECTRA MAKES NO WARRANTY THAT THE SOFTWARE AND DOCUMENTATION WILL MEET LICENSEE'S OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.
9. LIMITATIONS OF LIABILITY. IN NO EVENT WILL SPECTRA BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (A) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (B) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (C) LOSS OF GOODWILL OR REPUTATION; (D) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (E) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER SPECTRA WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL SPECTRA'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED US$500.00.
10. TERM AND TERMINATION. This Agreement is effective as of the Effective Date and, unless terminated earlier pursuant to this Section 10, will continue in effect until the expiration of the License Term. Either party may terminate this Agreement at any time, without cause, upon ten (10) days prior written notice. Upon expiration or earlier termination of this Agreement, the license will terminate, and Licensee will cease using and delete, destroy, or return to Spectra all copies of the Beta Software and Documentation and certify the action in writing to Spectra. Any right or obligation of the parties in this Agreement which, by its nature, should survive termination or expiration of this Agreement, will survive any such termination or expiration of this Agreement, including, without limitation, the following: Sections 6, 7, 8, 9, 10 and 11.
11. GENERAL TERMS
    1. ENTIRE AGREEMENT. This Agreement, including Exhibit A, constitutes the entire agreement between the parties with respect to the transactions contemplated hereby and supersedes all previous and contemporaneous agreements, understandings and arrangements with respect to these transactions, whether oral or written. The titles and headings are for reference purposes only and will not limit the construction of this Agreement, which will be considered as a whole.
    2. AMENDMENT, WAIVER AND SEVERABILITY. This Agreement may be amended or supplemented only by a writing that is signed by both parties. The failure or delay by a party to require performance of any provision of this Agreement does not constitute a waiver. If any provision of this Agreement is invalid, illegal or unenforceable, that provision will be deemed to be restated so that it is enforceable to the maximum extent permissible under law and is consistent with the original intent and economic terms of the invalid provision.
    3. ASSIGNMENT. Neither party may transfer or assign any of its rights or delegate any of its obligations under this Agreement, in whole or in part, without the prior written consent of the other party. Any attempted assignment or transfer in violation of this Section will be null and void. This Agreement will be binding on and inure to the benefit of the parties and their respective permitted successors and assigns.
    4. GOVERNING LAW AND DISPUTE RESOLUTION. All matters relating to this Agreement will be governed by and construed under the laws of the State of Colorado and controlling United States federal law. Any suit, action or proceeding arising out of or related to this Agreement must be instituted in the United States District Court for the District of Colorado or the state courts located in Boulder, Colorado, and each party irrevocably submits to the exclusive jurisdiction of these courts. However, each party will have the right at any time to seek a temporary or permanent injunction or other equitable remedy or relief in any court having subject matter jurisdiction anywhere in the world. The party that does not prevail with respect to any dispute, claim or controversy relating to this Agreement will pay the costs actually incurred by the prevailing party, including any attorneys’ fees. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.
    5. REMEDIES. All rights and remedies provided in this Agreement are cumulative and not exclusive.
    6. EXPORT REGULATION. The Software may be subject to US export control laws, including the Export Control Reform Act and its associated regulations. Licensee will not, directly or indirectly, export, re-export, or release the Software to, or make the Software accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. Licensee will comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Software available outside the US.
    7. NOTICES. Except for routine operational correspondence, all notices, demands, consents and other communications required or permitted to be given under this Agreement must be in writing and will be considered delivered and effective upon receipt (or when delivery is refused) when: (a) personally delivered; (b) sent by registered or certified mail (postage prepaid, return receipt requested); (c) sent by nationally-recognized private carrier (e.g., Federal Express, DHL, etc.) (with signature required and all fees prepaid); or (d) sent by email with confirmation of transmission. Notices must be sent to Spectra at 6285 Lookout Road, Boulder, CO 80301 or [email protected]. Notices to Licensee must be sent to that physical address or email address on the form.

This document outlines the requirements for deploying and running the Beta Software. It is intended to ensure proper resource allocation and platform compatibility during the License Term.

1. OPERATING SYSTEM REQUIREMENTS. The Beta Software is available for 64-bit Microsoft Windows operating systems. The Beta Software was tested on Windows Server 2022.
    
2. SERVER REQUIREMENTS (RECOMMENDED)
   1. Host Server. The host server must meet the following requirements to run the Spectra AV application:
      • CPU: 12–16 cores @ ≥2.8 GHz base (AVX2+).
      • GPU: NVIDIA T4. 16 GB VRAM. or equivalent
   2. Proxy Generation and Thumbnail Processing. The following are required for hardware-accelerated proxy generation and thumbnail processing.
      • RAM: 64–128 GB.
      • Storage:
        • 1× 1 TB SSD (OS/database and application installation).
        • 4 TB NVMe storage for local cache, temporary working files, thumbnails, and optional short-term proxy retention
      • Network: Dual 10 GbE (or single 25 GbE). Version compatibility: RIO v4.x.x or above.