PARAGRAPH INTERNATIONAL LICENSE AGREEMENT Internet3D Space Builder v2.1 NOTICE TO USER: THIS IS A CONTRACT. CAREFULLY READ THIS AGREEMENT BEFORE YOU START USING THE PRODUCT. BY USING THE PRODUCT YOU ACCEPT ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY, WITHIN FIFTEEN (15) DAYS OF PURCHASE, CONTACT PARAGRAPH TO RECEIVE A FULL REFUND. GRANT. ParaGraph International, Inc., whose address is 1688 Dell Avenue, Campbell, California 95008 ("ParaGraph") hereby grants to you a non-exclusive license to use its accompanying software product, the Internet3D Space Builder v2.1 ("Software") on the following terms: You may: (i) use the Software on any single computer for any commercial or non-commercial purpose; (ii) use the Software on a second computer so long as the first and second computers are not used simultaneously; the Software is in "use" when it is loaded into RAM, installed on a hard disk, or installed on another storage device; (iii) make a copy of the Software for archival purposes, provided any copy must contain all of the original Software's proprietary notices; (iv) transfer the Software to a single recipient on a permanent basis provided you retain no copies of the Software (including backup or archival copies) and the recipient agrees to the terms and conditions of this Agreement; (v) distribute copies of your 3D Spaces; and (vi) distribute clip media and 3D models delivered with the Software, only in conjunction with content created by the Software. For any distribution permitted hereunder, you agree to conduct such distribution in accordance with the purposes set forth above; provided, however, that you include Paragraph's and Paragraph's suppliers' copyright notices and Government end user rights notices; You may not: (i) modify, translate, reverse engineer, decompile, disassemble (except to the extent applicable laws specifically prohibit such restrictions) or create derivative works based on the Software, or any portion thereof; (ii) copy the Software (except for back-up purposes); (iii) rent or lease the Software; (iv) remove any proprietary notices or labels on or embedded in the Software, or content created by the Software; or (v) use ParaGraph's or ParaGraph's suppliers' name, logos, or trademarks in any manner including, without limitation, in your advertising or marketing materials, except as is necessary to affix the appropriate copyright notices as required herein. TITLE. Title, ownership rights, and intellectual property rights in and to the Software shall remain in ParaGraph and/or its suppliers. The Software is protected by the copyright laws of the United States and international copyright treaties. Title, ownership rights, and intellectual property rights in and to the content accessed through the Software is the property of the applicable content owner and may be protected by applicable copyright or other law. This License gives you no rights to such content. LIMITED WARRANTY. ParaGraph warrants that the media containing the Software, if provided by ParaGraph, is free from defects in material and workmanship and will so remain for ninety (90) days from the date you acquired the Software. ParaGraph's sole liability, and your sole remedy, for any breach of this warranty shall be, in ParaGraph's sole discretion: (i) to replace your defective media; or (ii) if the above remedy is impracticable, to refund the license fee you paid for the Software. Replaced Software shall be covered by this limited warranty for the period remaining under the warranty that covered the original Software, or if longer, for thirty (30) days after the date of shipment to you of the replaced Software. Only if you inform ParaGraph of your problem with the Software during the applicable warranty period and provide evidence of the date you acquired the Software will ParaGraph be obligated to honor this warranty. ParaGraph will use reasonable commercial efforts to replace or refund pursuant to the foregoing warranty within thirty (30) days of being so notified. THIS IS A LIMITED WARRANTY AND IT IS THE ONLY WARRANTY MADE BY PARAGRAPH. PARAGRAPH MAKES NO OTHER WARRANTY, REPRESENTATION, OR CONDITION, EXPRESS OR IMPLIED, AND EXPRESSLY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT OF THIRD PARTY RIGHTS. NO PARAGRAPH DEALER, AGENT, OR EMPLOYEE IS AUTHORIZED TO MAKE ANY MODIFICATIONS, EXTENSIONS, OR ADDITIONS TO THIS WARRANTY. If any modifications are made to the Software by you during the warranty period; if the media is subjected to accident, abuse, or improper use; or if you violate the terms of this Agreement, then this warranty shall immediately be terminated. This warranty shall not apply if the Software is used on or in conjunction with hardware or software other than the unmodified version of hardware and software with which the Software was designed to be used. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY HAVE OTHER LEGAL RIGHTS THAT VARY FROM STATE TO STATE OR BY JURISDICTION. LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, TORT, CONTRACT, OR OTHERWISE, SHALL PARAGRAPH OR ITS SUPPLIERS OR RESELLERS BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES, OR FOR ANY DAMAGES IN EXCESS OF PARAGRAPH'S LIST PRICE FOR A LICENSE TO THE SOFTWARE, EVEN IF PARAGRAPH SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY. THIS LIMITATION OF LIABILITY SHALL NOT APPLY TO LIABILITY FOR DEATH OR PERSONAL INJURY TO THE EXTENT APPLICABLE LAW PROHIBITS SUCH LIMITATION. FURTHERMORE, SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION AND EXCLUSION MAY NOT APPLY TO YOU. TERMINATION. This license will terminate automatically if you fail to comply with the limitations described above. On termination, you must destroy all copies of the Software. EXPORT CONTROLS. None of the Software, any portion thereof, or underlying information or technology may be downloaded or exported or reexported (i) into (or to a national or resident of) Cuba, Iraq, Libya, Yugoslavia, North Korea, Iran, Syria or any other country to which the U.S. has embargoed goods or for which export is otherwise restricted or prohibited; or (ii) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Deny Orders. By downloading or using the Software, or any portion thereof, you are agreeing to the foregoing and you are representing and warranting that you are not located in, under the control of, or a national or resident of any such country or on any such list. MISCELLANEOUS. This Agreement represents the complete agreement concerning this license between the parties and supersedes all prior agreements and representations between them. It may be amended only by a writing executed by both parties. THE ACCEPTANCE OF ANY PURCHASE ORDER PLACED BY YOU IS EXPRESSLY MADE CONDITIONAL ON YOUR ASSENT TO THE TERMS SET FORTH HEREIN, AND NOT THOSE CONTAINED IN YOUR PURCHASE ORDER. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable. This Agreement shall be governed by and construed under California law as such law applies to agreements between California residents entered into and to be performed within California, except as governed by Federal law. The application of the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded. U.S. Government End Users. The Software is "commercial computer software" as such term is used in 48 C.F.R.12.212 (SEPT 1995). Government end users acquire the Software under the following terms: (i) for acquisition by or on behalf of civilian agencies, consistent with the terms set forth in 48 C.F.R. 12.212 (SEPT 1995); or (ii) for acquisition by or on behalf of units of the Department of Defense, consistent with the terms set forth in 48 C.F.R. 227.7202-1 (JUN 1995) and 227.7202-3 (JUN 1995). --------------------------------------------------------------------- ParaGraph International, Inc. http://www.paragraph.com