MOTION PIXELS LICENSE AGREEMENT Product ID MP640/95 READ THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT CAREFULLY BEFORE USING THE SOFTWARE CONTAINED IN THIS PACKAGE (THE "SOFTWARE"). BY OPENING THE PACKAGE AND USING THE SOFTWARE, YOU AND YOUR COMPANY (COLLECTIVELY, THE "LICENSEE") ARE ACCEPTING AND AGREEING TO THE TERMS OF THIS LICENSE AGREEMENT. IF YOU OR YOUR COMPANY ARE NOT WILLING TO BE BOUND BY THIS AGREEMENT, PLEASE RETURN THE UNOPENED PACKAGE FOR A FULL REFUND OF ALL LICENSE FEES. VARIOUS PATENTS, COPYRIGHTS AND OTHER INTELLECTUAL PROPERTY RIGHTS PROTECT THE SOFTWARE. THIS AGREEMENT IS A LICENSE AGREEMENT THAT GIVES LICENSEE ONLY THE LIMITED RIGHT TO USE THE SOFTWARE AND IS NOT AN AGREEMENT FOR SALE OR FOR TRANSFER OF TITLE. MOTION PIXELS COMPANY ("MOTION PIXELS") RESERVES ALL RIGHTS NOT EXPRESSLY GRANTED BY THIS AGREEMENT. THIS AGREEMENT, TOGETHER WITH ANY PURCHASE ORDER RELATING TO THE SOFTWARE THAT MOTION PIXELS MAY ACCEPT FROM LICENSEE, IS THE ENTIRE AGREEMENT BETWEEN MOTION PIXELS AND LICENSEE RESPECTING THE SOFTWARE AND SUPERSEDES ALL PRIOR ORAL OR WRITTEN PROPOSALS, AGREEMENTS OR COMMUNICATIONS RESPECTING ITS SUBJECT MATTER. 1. DEFINITIONS. 1.1 "Compressor" means the computer programs included among the Software used to compress video images and other information. 1.2 "Documentation" means all materials in written, computer readable or other form containing information about the Software that Motion Pixels may deliver to Licensee during the Term of this Agreement. 1.3 "Player" means the computer program included among the Software used to replay video images and other information compressed using the Compressor. 2. LICENSE GRANT. On the terms and conditions of this Agreement, Motion Pixels grants to Licensee and Licensee accepts a personal, nonexclusive license (a) to use the Software only in machine-readable object code form on one computer at any time; (b) to use the Player on as many additional computers as any purchase order relating to the Software that Motion Pixels accepts from Licensee may designate; (c) to use the Documentation in connection with Licensee's use of the Software; and (d) to distribute the Player (and allow the further redistribution of the Player) with any video files compressed using the Compressor, but only as long as each copy of the computer program, video presentation, or other work that Licensee creates using the Compressor displays, at either its beginning or its end, the Motion Pixels animated video logo supplied with the distributed Software. 3. PROPRIETARY RIGHTS AND RESTRICTIONS. Licensee acknowledges that the Software, all upgrades, enhancements, corrections and modifications to the Software (regardless whether made by Motion Pixels, Licensee or anyone else) and all patents, copyrights, trade secrets, trademarks and other intellectual property rights protecting or pertaining to any aspect of the Software (or any upgrades, enhancements, corrections or modifications) are and shall remain the sole and exclusive property of Motion Pixels and, where applicable, Motion Pixels' suppliers. Except as expressly set forth in Section 2, Licensee has no right to use, make, sublicense, modify, transfer, copy or distribute the Software and may make no other use of the Software. Licensee shall not use the Software for any type of Karaoke program or product. Licensee shall not use the Compressor to compress in its entirety any film, motion picture, television program or other work produced for presentation in movie theaters, broadcast or cable television, video tape sale or rental or any other means of commercial distribution of the above work, or distribute copies of the Player with any such work. Licensee shall not reverse-engineer, decompile, disassemble or otherwise translate or attempt to derive source code from the Software or copy or use any concepts, ideas or techniques demonstrated by the use of the Software. Licensee shall not remove, modify or obscure any patent, copyright, trademark or other intellectual property notice that may appear on any part of the Software and shall reproduce and include all such notices in all copies of the Software. Licensee shall include trademark notices and acknowledgments of Licensee's use of Motion Pixels, all in such form and content as Motion Pixels may prescribe from time to time, in any title screens and packaging for or documentation that may accompany any product or work that Licensee may make using the Software. 4. LIMITED WARRANTY. Motion Pixels warrants that it owns or has the contractual right to license the Software to Licensee. Motion Pixels also warrants that, in the form delivered to Licensee by Motion Pixels, the Software shall perform substantially in accordance with the Documentation for ninety days after Motion Pixels delivers the Software to Licensee. Motion Pixels' warranty is conditioned upon Licensee's use of the Software in accordance with the Documentation and other instructions provided by Motion Pixels and shall be null and void if Licensee alters or modifies the Software without Motion Pixels' prior written approval, does not use the Software in accordance with the Documentation and Motion Pixels' instructions, or if the Licensed Programs fail because of any accident, abuse or misapplication. As Motion Pixels' sole liability and Licensee's sole remedy respecting the Software's nonconformance with the limited warranty set forth in this Section 4, Motion Pixels may at its option use reasonable efforts to correct the Software to make it conform with the specifications set forth in the Documentation, replace the Software or return all license fees paid for the use of the Software upon Licensee's return of all Software and Documentation. MOTION PIXELS DOES NOT REPRESENT OR WARRANT THAT THE SOFTWARE WILL OPERATE PROPERLY WITH ALL COMPUTER HARDWARE OR ALL COMPUTER SOFTWARE, THAT THE SOFTWARE WILL MEET LICENSEE'S REQUIREMENTS OR EXPECTATIONS, OR THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE. 5. NO OTHER WARRANTIES. EXCEPT AS SET FORTH IN SECTION 4, MOTION PIXELS IS PROVIDING THE SOFTWARE AND THE DOCUMENTATION "AS IS," AND MOTION PIXELS SPECIFICALLY DISCLAIMS ANY AND ALL OTHER WARRANTIES, CONDITIONS OR REPRESENTATIONS (WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN) WITH RESPECT TO THE SOFTWARE OR DOCUMENTATION INCLUDING ANY AND ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE (WHETHER OR NOT MOTION PIXELS KNOWS, HAS REASON TO KNOW, HAS BEEN ADVISED OR IS OTHERWISE IN FACT AWARE OF ANY SUCH PURPOSE) OR CONDITIONS OF TITLE OR NONINFRINGEMENT WHETHER ALLEGED TO ARISE BY OPERATION OF LAW, BY REASON OF CUSTOM OR USAGE IN THE TRADE OR BY COURSE OF DEALING. MOTION PIXELS ALSO EXPRESSLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY OR REPRESENTATION TO ANY PERSON OTHER THAN LICENSEE. 6. LIMITATION OF LIABILITY. MOTION PIXELS' CUMULATIVE LIABILITY TO LICENSEE FOR ALL CLAIMS OF ANY NATURE RELATED TO THE SOFTWARE OR DOCUMENTATION OR OTHERWISE ARISING FROM THIS AGREEMENT, INCLUDING ANY CAUSE OF ACTION IN CONTRACT, TORT OR STRICT LIABILITY, SHALL NOT EXCEED THE TOTAL AMOUNT OF ALL LICENSE FEES THAT LICENSEE MAY PAY FOR THE USE OF THE SOFTWARE. NEITHER MOTION PIXELS NOR ANY OF ITS SUPPLIERS SHALL BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, WHETHER IN CONTRACT, IN TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, OR FOR ANY LOSS OF PROFITS EVEN IF MOTION PIXELS OR ANY SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH POTENTIAL LOSS OR DAMAGE. 7. EXCEPTION. Some states' laws do not allow the disclaimer of limited warranties or the exclusion or limitation of certain damages. To the extent that those laws apply to this Agreement, the disclaimers and limitations set forth in Sections 5 and 6 will not apply. The limited warranty set forth in Section 4 grants specific legal rights. Licensee may have other rights which vary from state to state. 8. TERMINATION. This Agreement will immediately and automatically terminate without notice upon Licensee's failure to comply with any of its terms or conditions. Upon termination, Licensee promptly shall destroy all copies of the Software and Documentation in its possession and shall certify their destruction to Motion Pixels' reasonable satisfaction. Motion Pixels' rights and Licensee's obligations under Section 3 and all warranty disclaimers, limitations of liability and limitations of remedies set forth in Sections 5 and 6 shall survive any termination of this Agreement. 9. TRANSFERS. Licensee may transfer its rights under this Agreement as long as (a) Licensee transfers this Agreement and all copies of the Software and Documentation; (b) Licensee does not retain any copies of the Software or Documentation; and (c) the recipient agrees to all terms of this Agreement. All transfers must include the most recent version of the Software and all previous versions and releases. 10. MISCELLANEOUS. The laws of the State of Arizona shall govern this Agreement and its interpretation, without reference to conflicts of laws principles. Licensee consents to the jurisdiction and venue of the Arizona Superior Court in Maricopa County, Arizona or the United States District Court for the District of Arizona as the exclusive forum for all disputes concerning this Agreement or the Software. The failure of either party to enforce any provision of this Agreement shall not be deemed a waiver of that provision or any other available right or remedy. The invalidity or unenforceability of any provision in this Agreement shall not affect the validity or enforceability of the rest of this Agreement.