END USER LICENSE AGREEMENT Beatware eZ-Motion(R) 1. NOTICE: READ THIS AGREEMENT BEFORE INSTALLING OR USING THE ACCOMPANYING SOFTWARE. By installing and using the accompanying SOFTWARE you indicate that you have carefully and completely read this end user software license agreement (AGREEMENT), and that you agree to and will comply with its terms and conditions. You must do so before installing or using the accompanying version of Beatware software (SOFTWARE). By installing or using the SOFTWARE you also acknowledge that this is the entire and only agreement on the use of the SOFTWARE. If you do not agree with the terms and conditions of this AGREEMENT you are not authorized to install or use the SOFTWARE, and you must not do so. 2. DEFINITIONS. The term SOFTWARE refers to the Beatware software that accompanies this AGREEMENT, any copy or part thereof, and any associated physical computer media (e.g., CD-ROM), electronic files, printed material and electronic or other documentation. The term "you" refers to the individual or entity that uses or will use the SOFTWARE. Beatware refers to Beatware, Inc., 1779 Woodside Road, Suite 200, Redwood City, 94061. 3. AGREEMENT. This AGREEMENT is a legal contract between you and Beatware. It allows you to use the SOFTWARE if you agree with, accept, and comply with the terms and conditions of this AGREEMENT. 4. LICENSE GRANT. When you purchase the SOFTWARE, you do not acquire title to the SOFTWARE that accompanies this AGREEMENT. You instead acquire a non- exclusive and non-transferable license to use the SOFTWARE in accordance with this AGREEMENT. Beatware and its suppliers, if any, are and shall remain its owners. 5. AUTHORIZED USE. In exchange for your acceptance of and compliance with the terms and conditions of this AGREEMENT, Beatware and its suppliers, as applicable, grant you a non-exclusive and non-transferable license to use the SOFTWARE on a single computer. You may make one copy of the SOFTWARE for back-up purposes only. If you have purchased a license allowing the use of the SOFTWARE by more than one user, either on multiple individual computers or via a network, you may use the SOFTWARE only on the number of computers that you have a license for. You agree, and shall use your best efforts to prevent the unauthorized use of the SOFTWARE or any part thereof. 6. RESTRICTIONS ON USE. You may not (1) copy (other than once for back-up purposes), distribute, rent, lease or sub-license the SOFTWARE, any part thereof, or any associated documentation, (2) modify or prepare derivative works of the SOFTWARE or any part thereof, or (3) reverse engineer, decompile or disassemble the SOFTWARE or any part thereof. 7. OTHER RESTRICTIONS. The SOFTWARE provides features and/or capabilities owned by Third Parties as listed in the SOFTWARE documentation and in SOFTWARE information panel, which may be covered by US and/or international patents. Although Beatware is licensed from Third Parties as applicable, Beatware'S License does not extend to you to provide such features and/or capabilities in your own software. If you desire to provide such features and/or capabilities in your software, you must obtain a separate license from the respective Third Parties. Further, this Agreement does not authorize you to use any other product involving such features and/or capabilities, or performing any method or activity involving use of such features and/or capabilities unless you obtain a separate license from the applicable Third Parties. 8. EZ-MOTION AND POWERMOVIE ADDITIONAL RESTRICTIONS. If you have purchased a license allowing the use of Beatware's SOFTWARE eZ-Motion or PowerMovie, you cannot distribute any included or associated manuals, templates, artwork or catalog contents without having first obtained Beatware's express written permission. Such SOFTWARE, manuals, templates, artwork or catalog contents are the property of Beatware and cannot be duplicated or distributed as any form of publishing, clip art or graphic resource. You may not use Beatware's templates and catalog art for graphics without having first obtained Beatware's express written permission, unless such templates and catalog art graphics are first materially modified. 9. TRANSFER OF LICENSE. You may transfer the right to use the SOFTWARE, as well as the SOFTWARE, to another person or entity, but only if (1) the recipient agrees to accept the terms and conditions of this AGREEMENT, (2) you transfer all copies of the SOFTWARE and any parts thereof, and all associated documentation, to the recipient, and (3) you erase all copies of the SOFTWARE and any parts thereof from your computer equipment. Your license to use the SOFTWARE will automatically terminate when you transfer the SOFTWARE in this manner. 10. OWNERSHIP & PROPERTY RIGHTS. The SOFTWARE is and shall remain the property of Beatware and, as applicable, its suppliers. It is protected by United States and other copyright law, and by international copyright treaties, as well as by other intellectual property laws and treaties. Beatware and, as applicable, its suppliers also own and retain all intellectual property rights in the SOFTWARE, inclusive of all patent, trademark, copyright, and trade secret rights. 11. 90-DAY LIMITED WARRANTY FOR SOFTWARE DELIVERED ON TANGIBLE SUPPORT. When the SOFTWARE is delivered on tangible support and within 90 days from the date of purchase of the license to use the SOFTWARE, Beatware warrants that the physical computer media on which the SOFTWARE is distributed will be free of defects in materials and workmanship. This warranty does not cover damage caused by improper use or neglect. Beatware DOES NOT WARRANT EITHER THE CONTENT OR PERFORMANCE OF THE SOFTWARE, OR THAT EITHER IT IS OR WILL BE DEFECT OR ERROR FREE. THE SOFTWARE IS PROVIDED TO YOU "AS IS," WITHOUT WARRANTY AS TO THE PERFORMANCE OR RESULTS YOU MAY OBTAIN BY ITS USE. YOU ASSUME ALL RISKS OF LOSS, INJURY OR DAMAGE THAT ARISE FROM USE OF THE SOFTWARE. To obtain replacement of the defective media under the 90-day limited warranty following the purchase of the license to use the SOFTWARE, you must within that period permanently uninstall or otherwise remove the SOFTWARE from your computer equipment; then, you may send the SOFTWARE within that period, along with the receipt from the purchase and a brief description in writing of the problems or defects you encountered in using the SOFTWARE, by mail (postage paid) or other delivery service (e.g. FedEx, UPS, etc.), with the delivery charges pre-paid, to Beatware, Inc., 1779 Woodside Road, Suite 200, Redwood City, CA 94061. Beatware will then replace the defective physical computer media on which the SOFTWARE is distributed at no additional cost to you. Any replacement media provided under this warranty shall be similarly warranted for the balance of the 90-day limited warranty period. 12. DISCLAIMER OF OTHER WARRANTIES. THE WARRANTIES PROVIDED BY THIS AGREEMENT ARE IN LIEU OF ANY OTHER WARRANTIES ON THE SOFTWARE, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF ANOTHER'S RIGHTS. BEATWARE DISCLAIMS AND EXCLUDES ANY OTHER OR DIFFERENT WARRANTIES ON THE SOFTWARE. 13. REMEDIES & LIMITATION OF LIABILITY. IN NO EVENT OR CIRCUMSTANCE SHALL BEATWARE OR ITS SUPPLIERS BE LIABLE FOR ANY CLAIM ARISING OUT OF THE USE OF OR ANY DEFECT IN THE SOFTWARE INCLUDING ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL LOSS OR DAMAGE, INCLUSIVE OF ANY LIABILITY FOR LOST PROFITS, EVEN IF BEATWARE OR ITS REPRESENTATIVES HAD KNOWLEDGE OF THE POTENTIAL FOR SUCH LOSS AND DAMAGE. MOREOVER, IN NO EVENT SHALL BEATWARE OR ITS SUPPLIERS' LIABILITY FOR ANY CLAIM ARISING OUT OF THE USE OF OR DEFECT IN THE SOFTWARE EXCEED THE AMOUNT PAID FOR THE LICENSE TO USE THE SOFTWARE. Beatware and as applicable its suppliers, only liability and your only remedies for any such liability, for any injury, loss or damage arising out of the SOFTWARE, or any use of thereof, or for any other act or omission by Beatware or its suppliers, inclusive of any liability for negligence (excepting liability for personal injury caused solely by Beatware'S negligence), are solely limited to those set forth in this AGREEMENT. 14. BUNDLED SOFTWARE. If the SOFTWARE has been delivered to you bundled with other "third party" software not owned or manufactured by Beatware, Beatware does not warrant either the content or performance of such third party software, or that it either is or will be defect or error free. IF THE THIRD PARTY BUNDLED SOFTWARE IS PROVIDED TO YOU BY OR THROUGH BEATWARE, IT IS PROVIDED "AS IS," WITHOUT WARRANTY, EXPRESS OR IMPLIED, AS TO THE PERFORMANCE OR RESULTS YOU MAY OBTAIN BY ITS USE, OR AS TO ITS MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT ON ANOTHER'S RIGHTS. YOU ASSUME ALL RISKS OF LOSS, INJURY OR DAMAGE THAT MIGHT ARISE FROM ITS USE. Your rights and warranties, if any, as to any such third party software are governed solely by the end user software license agreement for that software, and not by this AGREEMENT, except as expressly disclaimed herein. 15. OTHER LEGAL RIGHTS & REMEDIES. This AGREEMENT gives you specific legal rights. Because some states and countries do not allow the exclusion of implied warranties, some of the above limitations and disclaimers may not apply to you. You thus may have other or alternative rights or remedies depending on the state or country in which the license to use the SOFTWARE was purchased or acquired. 16. TERMINATION OF AGREEMENT. This AGREEMENT is and will remain effective until terminated. You may terminate this AGREEMENT at any time by destroying the SOFTWARE, including all copies and parts thereof, and all associated documentation, and by erasing all copies or parts thereof from your computer equipment. This AGREEMENT also shall terminate automatically if you do not comply with the terms and conditions of this AGREEMENT. Upon such termination you agree to and shall destroy the SOFTWARE and all related documentation, and erase all copies and parts thereof from any computer equipment. 17. EXPORT LAW ASSURANCES. You may not use, export or reexport the SOFTWARE except as authorized by United States law and the laws of the jurisdiction in which the SOFTWARE was acquired. In particular, but without limitation, the SOFTWARE may not be exported or reexported (i) into (or to a national or resident of) any U.S. embargoed country or (ii) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce's Table of Denial Orders. By using the SOFTWARE, you represent and warrant that you are not located in, under control of, or a national or resident of any such country or on any such list. 18. U.S. GOVERNMENT RESTRICTED RIGHTS. Any license of the SOFTWARE to or use of the SOFTWARE by an agency or unit of the U.S. government is subject to restricted rights. Use, duplication, or disclosure of the SOFTWARE by the U.S. government, its agencies or units is subject to the restrictions set forth in 48 CFR ?52.227-19, sub-paragraphs (c)(1) and (c)(2), and DFARS ?52.227- 7013(c)(1)(ii), as applicable. The contractor/manufacturer is Beatware, Inc., 1779 Woodside Road, Suite 200, Redwood City, CA 94061. 19. GOVERNING LAW. This AGREEMENT shall be construed and its performance enforced under the law of the State of California as if made and performed in California by residents of California. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly disclaimed. 20. OTHER TERMS. The acceptance by Beatware of a purchase order from you for the license to use the SOFTWARE is conditioned on your agreement with and acceptance of the terms of this AGREEMENT. If any part of this AGREEMENT is found to be void or unenforceable it will not affect the validity or enforceability of the balance of this AGREEMENT, which shall remain valid and enforceable. You agree that the SOFTWARE will not be shipped, transferred or exported to any country or used in any manner that is prohibited by the United States Administrative Code, or by any other export laws, restrictions, or regulations. This agreement only may be modified by a license addendum that accompanies either this license or an upgrade to the SOFTWARE, or by a written document that is signed both by you and by an officer of Beatware. 21. ADDITIONAL INFORMATION. If you have any questions about this AGREEMENT, or if you wish to contact Beatware for any reason, you may write to Beatware, Inc., Customer Service, 1779 Woodside Road, Suite 200, Redwood City, CA 94061. You also may contact Beatware by e-mail at info@beatware.com.