END USER LICENSE AGREEMENT

1. This is a legal agreement between you (either an individual or an entity) and COSMI CORPORATION, and its subsidiaries and affiliates (“COSMI”).  BY INSTALLING OR USING THE SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT.  IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, REMOVE THE PRODUCT FROM YOUR HARD DRIVE AND PERMANENTLY ERASE ALL COPIES OF THE SOFTWARE. IF YOU ARE THE ORIGINAL INSTALLER OF THE SOFTWARE You may PROMPTLY RETURN THE SOFTWARE (INCLUDING PRINTED MATERIALS) with proof of purchase TO THE PLACE WHERE IT WAS PURCHASED FOR A FULL REFUND OF THE AMOUNT PAID OR STORE CREDIT (AS APPLICABLE).

2.  GRANT OF LICENSE.  This License Agreement permits you to use one copy of Cosmi software including but not limited to the software included with this product or downloaded from the internet or other electronic communication medium, together with all related documentation and accompanying items including, but not limited to, the executable programs, drivers, libraries and data files associated with such programs (collectively, the "Software"), on a single computer/workstation. The Software is “in use” on a computer when it is loaded into the temporary memory (i.e., RAM or Cache) or installed into permanent memory (e.g., hard disk, CD-ROM drive, or other storage device) of that computer. This License does not constitute a sale and does not authorize a sale of the Software or anything created thereby. All intellectual property (including copyright, trademark and patent) in the Software, including all animations, audio, images, maps, music, photographs, video, and text incorporated into the Software, are owned by Cosmi and its affiliates, suppliers and licensors, and are protected by United States laws and international treaty provisions.  Cosmi and its affiliates, suppliers and licensors retain all rights not expressly granted. You must treat the Software like any other copyrighted material, except that you may make one copy of the Software solely for backup or archival purposes. You may transfer the machine-readable portion of the Software from one computer to another computer, provided that a) the Software (including any portion or copy thereof) is erased from the first computer, and b) there is no possibility that the Software will be used on more than one computer at a time.  A computer is defined both by the physical computer and the operating system installation.  Therefore, a single physical computer with multiple operating systems installed will be recognized as one computer for each operating system.  However, you may not transfer your license of the Software to any third party.

•	You may not use the software on or over a network or any other transfer device (including the Internet) except in a manner using the network and online functions included in the Software, if any. Use of the Software on more than one computer constitutes copyright infringement and may be punishable by civil fines, criminal penalties, or both.
•	You may not rent or lease the Software, but schools and libraries may lend the Software to third parties provided the Software is in CD format and each end user is given a copy of this License Agreement which will govern the use of such Software. 
•	You may not modify, translate, reverse engineer, decompile, or disassemble the Software, except to the extent that this restriction is expressly prohibited by applicable law.
•	You may not remove any proprietary notices or labels in the Software.
•	You may not copy the printed materials accompanying the Software or distribute printed copies of any user documentation provided in electronic format.
•	You may not publicly perform or publicly display the Software.

The restrictions contained herein apply equally to hybrid CD-ROMs which may contain multiple versions of the Software for use on different operating systems.  Regardless of the type of media you receive, you may use only the portion appropriate for your single-user computer/workstation. In the event you fail to comply with any of the terms or conditions of this license, your rights to use the Software will end, you will stop using the Software, remove the Software from your computer, and permanently erase all copies of the Software. You acknowledge that none of the Software or underlying information or technology may be downloaded or otherwise exported or re-exported (i) into (or to a national or resident of) Cuba, Iraq, Libya, Sudan, North Korea, Iran, Syria or any other country subject to a U.S. embargo; or (ii) to anyone on the U.S.  Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Denied Parties List or Entity List.  By using the Software you are agreeing to the foregoing and are representing and warranting that (i) no U.S. federal agency has suspended, revoked, or denied you export privileges, (ii) you are not located in or under the control of a national or resident of any such country or on any such list, and (iii) you will not export or re-export the Software to any prohibited county, or to any prohibited person, entity, or end-user as specified by U.S. export controls.

3. TRIAL.  If you are using the Software on a trial basis, and are authorized to do so, then you shall have a license under this Agreement to use the Software for the number of days indicated in the materials accompany the Software, or in the event this Software was obtained as part of a download for the period indicated on the site where the Software was downloaded from, (the "Trial Period") from the date you install it, solely for the purpose of evaluating the Software to determine whether to purchase an ongoing license to the Software.  At the end of the Trial Period, the Software will stop working and the license granted herein shall immediately terminate.  During the Trial Period, the Software is provided to you "as is" and your use is entirely at your own risk.

4. LIMITED WARRANTY.  Cosmi and its affiliates, suppliers and licensors warrant to the original installer of the Software, for a period of thirty (30) days from the date of purchase, that the media on which the Software is distributed is substantially free from defects in materials and workmanship. Any and all other implied warranties with respect to the Software and the accompanying written materials, including but not limited to implied warranties of merchantability and fitness for a particular purpose, are EXPRESSLY DISCLAIMED.

5. REMEDIES.  Your exclusive remedy will be, at Cosmi’s sole option, (a) the refund of the amount you paid for the Software or (b) repair or replacement of the Software, provided that the defective Software is returned to Cosmi (at Cosmi, 1351 Charles Willard Street, Carson, CA 90746) along with proof of the date of purchase within thirty (30) days from the date of purchase. This Limited Warranty is void if failure of the Software has resulted from accident, abuse, neglect or misapplication. Any replacement Software will be warranted for the remainder of the original warranty period or thirty (30) days, whichever is longer. Except as set forth above, the Software is sold “as-is”, without any express or implied warranties of any kind. 

6. LIMITATION OF LIABILITIES.  In no event will Cosmi OR its AFFILIATES, suppliers and licensors be liable for any indirect, special, incidental, economic, cover, consequential, EXEMPLARY OR PUNITIVE damages arising out of the use of or inability to use the Software, user documentation, or related technical support, including, without limitation, damages or costs relating to the loss of profits, business, goodwill, data, time or computer programs, even if advised of the possibility of such damages.  In no event will Cosmi’S AND its AFFILIATES’, suppliers’ and licensors’ liability exceed the amount paid by you for the Software regardless of the form of the claim (including, without limitation, any contract, product liability, or tort claim). Because some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, the above limitation may not apply to you. Further, Cosmi shall not be liable for the accuracy of any information provided by Cosmi or third-party technical support personnel, or any damages caused, either directly or indirectly, by acts taken or omissions made by you as a result of such technical support.  

7. Promotions Offers and 3^rd Party Products.  Included with the software may be one or more trial versions of 3rd party products and/or other promotional offers.  Any fees or costs associated with the installation and usage of theses offers and products are at your sole discretion and are your responsibility.  Use of such products may be subject to additional terms and conditions included with such products and shall supplement the terms and conditions of this Agreement.

8. Licensing Outside the United States.  If you are using the Software outside of the United States, you will comply with the applicable local laws of your country, U.S. export control law, and the English version of this Agreement.  You are responsible for complying with all trade regulations and laws both foreign and domestic.  

9. Miscellaneous.  Cosmi may cancel, change, modify, discontinue, terminate or charge a fee at any time for any reason for the online services available in conjunction with this Software.  No change or modification of the License will be valid unless it is in writing and is signed by Cosmi. The provisions of this Agreement are severable; if any provision is held to be invalid or unenforceable, it will not affect the validity or enforceability of any other provision. If the Software was acquired outside the United States, then local law may apply.  This Agreement is governed by the internal substantive laws of the State of California (and not by the 1980 United Nations Convention on Contracts for the International Sale of Goods, as amended).U.S. GOVERNMENT RESTRICTED RIGHTS.  The Software and user documentation is provided with RESTRICTED RIGHTS AND LIMITED RIGHTS.  Use, duplication, or disclosure by the Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of the Commercial Computer Software--Restricted Rights at 48 CFR 52.227-19, as applicable. Cosmi Corporation, 1351 Charles Willard Street, Carson, CA 90746 USA.

CONDITIONS FOR USE

1.  Acknowledgement.  These are Conditions For Use of the Properties contained in the Software.  If you do not accept these conditions and you are the original installer of the Software, you may promptly return the Software (including all printed materials) with proof of purchase to the place it was purchased for a full refund of the amount paid or store credit (as applicable).

2.  Use of Properties Included with Software.  

(a)	All content contained in the Software, including, but not limited to characters, designs, text, photos, clip art, fonts, graphics, templates, sounds, videos and projects contained in the Software (the “Properties”) are either owned by or used under license by Cosmi and are protected under trademark, copyright, and other applicable laws. Any and all unauthorized use of the Properties is strictly prohibited.  You may not sell any Property or any item containing or carrying a copy of any Property.  Subject to the restrictions described below, you may make copies of the Properties for use in home entertainment and projects, for educational purposes, in advertisements, public or private presentations, business communications, multimedia presentations, and other similar uses.  For example, subject to the restrictions described below, you may use the Properties to create posters, stationery, greeting cards, signs, invitations, calendars, reports, catalogs, brochures and newsletters. 

(b)	All rights in derivative works created by the use of a Property shall vest exclusively in Cosmi or its licensors. 

(c)	Each authorized use of a Property must be accompanied by the following notice: “Ó 2005 Cosmi Corporation, and its licensors.  All rights reserved.” 

3.  Limitations on Use.  YOU ARE NOT PERMITTED TO:

▪ Use any images included in this product containing trademarks or logos of any third-party in any print or electronic media of an editorial, commercial, promotional, or corporate nature.

▪  Resell or sublicense or distribute collections of the Properties including, for example, clip art collections, photo collections or stock collections.

 ▪  Sell any item on which any Property is copied or otherwise printed.

▪  Use any of the Properties as a logo, trademark or similar designation of your business.

▪  Use any individual’s or entity’s name, likeness, and/or image in any manner which suggests the endorsement or association of any product or service.  For example, you may use a photo of an animal in an advertisement, but you may not use the image of a person.

▪ Use any Property in or to create any immoral, obscene or scandalous works.

▪ Use any Property in electronic format, including on-line use, and multimedia applications, unless all of the following conditions are met:

a.  The Properties are incorporated for viewing purposes only.
b.  The Properties do not comprise a significant portion of the content of the proposed use.
c.  A notice is included specifying that the Properties may not be saved or downloaded and are only to be used for viewing purposes.
d.  The Properties are embedded at no higher than a base resolution of 512x768. 

MICROSOFT DirectX 9.0c
 
SUPPLEMENTAL END USER LICENSE AGREEMENT FOR MICROSOFT SOFTWARE ("Supplemental EULA")

IMPORTANT: READ CAREFULLY - These Microsoft Corporation ("Microsoft") operating system components, including any "online" or electronic documentation ("OS Components") are subject to the terms and conditions of the agreement under which you have licensed the applicable Microsoft operating system product described below (each an "End User License Agreement" or  “EULA") and the terms and conditions of this Supplemental EULA. BY INSTALLING, COPYING OR OTHERWISE USING THE OS COMPONENTS, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THE APPLICABLE OPERATING SYSTEM PRODUCT EULA AND THIS SUPPLEMENTAL EULA. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, DO NOT INSTALL, COPY OR USE THE OS COMPONENTS.

NOTE: IF YOU DO NOT HAVE A VALIDLY LICENSED COPY OF ANY VERSION OR EDITION OF MICROSOFT WINDOWS XP MEDIA CENTER EDITION, MICROSOFT WINDOWS 95, WINDOWS 98, WINDOWS NT 4.0 WINDOWS 2000 OPERATING SYSTEM OR ANY MICROSOFT OPERATING SYSTEM THAT IS A SUCCESSOR TO ANY OF THOSE OPERATING SYSTEMS (each an "OS Product"), YOU ARE NOT AUTHORIZED TO INSTALL, COPY OR OTHERWISE USE THE OS COMPONENTS AND YOU HAVE NO RIGHTS UNDER THIS SUPPLEMENTAL EULA.

Capitalized terms used in this Supplemental EULA and not otherwise defined herein shall have the meanings assigned to them in the applicable OS Product EULA.

General. Each of the OS Components available from this site is identified as being applicable to one or more of the OS Products. The applicable OS Components are provided to you by Microsoft to update, supplement, or replace existing functionality of the applicable OS Product. Microsoft grants you a license to use the applicable OS Components under the terms and conditions of the EULA for the applicable OS Product (which are hereby incorporated by reference except as set forth below), the terms and conditions set forth in this Supplemental EULA, and the terms and conditions of any additional end user license agreement that may accompany the individual OS Components (each an "Individual EULA"), provided that you comply with all such terms and conditions. To the extent that there is a conflict among any of these terms and conditions applicable to the OS Components, the following hierarchy shall apply: 1) the terms and conditions of the Individual EULA; 2) the terms and conditions in this Supplemental EULA; and 3) the terms and conditions of the applicable OS Product EULA.

Additional Rights and Limitations. 

* If you have multiple validly licensed copies of any OS Product, you may reproduce, install and use one copy of the applicable OS Components as part of the applicable OS product on all of your computers running validly licensed copies of the applicable OS Product, provided that you use such additional copies of such OS Components in accordance with the terms and conditions above. For each validly licensed copy of the applicable OS Product, you also may reproduce one additional copy of the applicable OS Components solely for archival purposes or reinstallation of the OS Components on the same computer as the OS Components were previously installed. Microsoft retains all right, title and interest in and to the OS Components. All rights not expressly granted are reserved by Microsoft.

* If you are installing the OS Components on behalf of an organization other than your own, prior to installing any of the OS Components, you must confirm that the end-user (whether an individual or a single entity) has received, read and accepted these terms and conditions.

* The OS Components may contain technology that enables applications to be shared between two or more computers, even if an application is installed on only one of the computers. You may use this technology with all Microsoft application products for multi-party conferences. For non-Microsoft applications, you should consult the accompanying license agreement or contact the licensor to determine whether application sharing is permitted by the licensor.

* You may not disclose the results of any benchmark test of the .NET Framework component of the OS Components to any third party without Microsoft’s prior written approval.

SOLELY WITH RESPECT TO THE MICROSOFT VIRTUAL MACHINE FOR JAVA, YOU ARE ONLY LICENSED TO INSTALL THIS OS COMPONENT ON A MACHINE THAT ALREADY CONTAINS A VERSION OF THE MICROSOFT VIRTUAL MACHINE FOR JAVA.

IF THE APPLICABLE OS PRODUCT WAS LICENSED TO YOU BY MICROSOFT OR ANY OF ITS WHOLLY OWNED SUBSIDIARIES, THE LIMITED WARRANTY (IF ANY) INCLUDED IN THE APPLICABLE OS PRODUCT EULA APPLIES TO THE APPLICABLE OS COMPONENTS PROVIDED THE APPLICABLE OS COMPONENTS HAVE BEEN LICENSED BY YOU WITHIN THE TERM OF THE LIMITED WARRANTY IN THE APPLICABLE OS PRODUCT EULA. HOWEVER, THIS SUPPLEMENTAL EULA DOES NOT EXTEND THE TIME PERIOD FOR WHICH THE LIMITED WARRANTY IS PROVIDED.

IF THE APPLICABLE OS PRODUCT WAS LICENSED TO YOU BY AN ENTITY OTHER THAN MICROSOFT OR ANY OF ITS WHOLLY OWNED SUBSIDIARIES, MICROSOFT DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE APPLICABLE OS COMPONENTS AS FOLLOWS:

DISCLAIMER OF WARRANTIES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MICROSOFT AND ITS SUPPLIERS PROVIDE TO YOU THE OS COMPONENTS, AND ANY (IF ANY) SUPPORT SERVICES RELATED TO THE OS COMPONENTS ("SUPPORT SERVICES") AS IS AND WITH ALL FAULTS; AND MICROSOFT AND ITS SUPPLIERS HEREBY DISCLAIM WITH RESPECT TO THE OS COMPONENTS AND SUPPORT SERVICES ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY (IF ANY) WARRANTIES, DUTIES OR CONDITIONS OF OR RELATED TO: MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, LACK OF VIRUSES, ACCURACY OR COMPLETENESS OF RESPONSES, RESULTS, WORKMANLIKE EFFORT AND LACK OF NEGLIGENCE. ALSO THERE IS NO WARRANTY, DUTY OR CONDITION OF TITLE, QUIET ENJOYMENT, QUIET POSSESSION, CORRESPONDENCE TO DESCRIPTION OR NON-INFRINGEMENT. THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF THE OS COMPONENTS AND ANY SUPPORT SERVICES REMAINS WITH YOU.

EXCLUSION OF INCIDENTAL,CONSEQUENTIAL AND CERTAIN OTHER DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL MICROSOFT OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR: LOSS OF PROFITS, LOSS OF CONFIDENTIAL OR OTHER INFORMATION, BUSINESS INTERRUPTION, PERSONAL INJURY, LOSS OF PRIVACY, FAILURE TO MEET ANY DUTY (INCLUDING OF GOOD FAITH OR OF REASONABLE CARE), NEGLIGENCE, AND ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE OS COMPONENTS OR THE SUPPORT SERVICES, OR THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES, OR OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION OF THIS SUPPLEMENTAL EULA, EVEN IF MICROSOFT OR ANY SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

LIMITATION OF LIABILITY AND REMEDIES. NOTWITHSTANDING ANY DAMAGES THAT YOU MIGHT INCUR FOR ANY REASON WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ALL DAMAGES REFERENCED ABOVE AND ALL DIRECT OR GENERAL DAMAGES), THE ENTIRE LIABILITY OF MICROSOFT AND ANY OF ITS SUPPLIERS UNDER ANY PROVISION OF THIS SUPPLEMENTAL EULA AND YOUR EXCLUSIVE REMEDY FOR ALL OF THE FOREGOING SHALL BE LIMITED TO ACTUAL DAMAGES INCURRED BY YOU BASED ON REASONABLE RELIANCE UP TO THE GREATER OF THE AMOUNT ACTUALLY PAID BY YOU FOR THE OS COMPONENTS OR U.S.$5.00. THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE.