ViewPoint 3D Ltd – www.ViewPoint-3D.com End-User Software License Agreement PLEASE READ THIS DOCUMENT CAREFULLY BEFORE INSTALLING OR USING THE SOFTWARE. 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 THE AGREEMENT, DO NOT OPEN THE SEALED PACKAGE OR INSTALL OR USE THE SOFTWARE. PROMPTLY RETURN THE SOFTWARE WITHIN 15 DAYS INCLUDING ALL RELATED DOCUMENTATION, EQUIPMENT AND ACCOMPANYING ITEMS TO THE PLACE OF LEGAL ACQUISITION FOR A FULL REFUND, OR, IF THE SOFTWARE AND DOCUMENTATION WAS DOWNLOADED YOU MUST DELETE ALL FILES AND ANY COPIES THAT WERE MADE. EVALUATION COPY If you have obtained the software for evaluation and/or demonstration purposes, you are required to keep the software and associated files secure and not to distribute them without written permission from ViewPoint 3D Ltd (ViewPoint 3D). You may evaluate the software but must not use it for your own purposes, such exclusion to include trials on behalf of yourself or other parties. You must destroy the software immediately on request of ViewPoint 3D including all copies made. If you do not agree with these terms then ViewPoint 3D is not willing to allow you to use the software and you must notify ViewPoint 3D of your disagreement with these terms without delay. The software supplied for evaluation and/or demonstration purposes and any associated files belonging to ViewPoint 3D or other organizations are loaned or provided to you for a period of time solely at the discretion of ViewPoint 3D. ViewPoint 3D does not warrant the software fit for any specific purpose and the use of the software is at the risk of the user. You should always take precautions installing software and should consult a qualified computer engineer prior to proceeding with installation. ViewPoint 3D licenses the software to you on receipt of the license payment in full and providing that you accept the terms here stated. GENERAL This is a legal agreement between you and ViewPoint 3D Ltd. This Agreement states the terms and conditions upon which ViewPoint 3D offers to license the software provided by whatever means as a disk/memory device package or download 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"). LICENSE 1. Grant of License The Software is licensed, not sold, to you for use only under the terms of this Agreement. You own the media on which the Software is originally or subsequently recorded or fixed; but, as between you and ViewPoint 3D (and, to the extent applicable, its licensors), ViewPoint 3D retains all title to and ownership of the Software and reserves all rights not expressly granted to you. 2. Subscription If you purchased a subscription license, you may use the software for the period of time indicated in the purchase documents issued to you. If you do not continue the subscription at the end of the period specified, you must uninstall and delete all copies of the software. 3. For Use on a Single Computer The Software may be used only on a single computer by a single user at any time. 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. 4. For Use on Several Computers under a Site License Certificate The Software may be installed and used only on the number of computers specified on the site license certificate for the period of time specified. 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 installed in more than the number of computers indicated on the site license certificate at any time. 5. Stand-Alone Basis You may use the Software only on a stand-alone basis, such that the Software and the functions it provides are accessible only to persons who are physically present at the location of the computer on which the Software is loaded. You may not allow the Software or its functions to be accessed remotely, or transmit all or any portion of the Software through any network or communication line. 6. One Archival Copy You may make one (1) archival copy of the machine-readable portion of the Software for backup purposes only in support of your use of the Software on a single computer, provided that you reproduce on the copy all copyright and other proprietary rights notices included on the originals of the Software. 7. No Merger or Integration You may not merge any portion of the Software into, or integrate any portion of the Software with, any other program, except to the extent expressly permitted by the laws of the jurisdiction where you are located. Any portion of the Software merged into or integrated with another program, if any, will continue to be subject to the terms and conditions of this Agreement, and you must reproduce on the merged or integrated portion all copyright and other proprietary rights notices included in the originals of the Software. 8. Network and Server Versions If you have purchased a "network" or "server" version of the software, this Agreement applies to the installation of the software on a single "file server" computer. It may not be copied onto multiple systems. Each "node" connected to the file server" must also have its own license of a "node copy" of the Software, which becomes a license only for that specific node". 9. Transfer of License You may transfer your license of the Software, provided that (a) you transfer all portions of the Software or copies thereof, (b) you do not retain any portion of the Software or any copy thereof, and (c) the transferee reads and agrees to be bound by the terms and conditions of this Agreement.(d) the transferee obtains written permission from ViewPoint 3D. 10. Streaming Rights Unless a separate streaming license has been obtained from ViewPoint 3D, images, video and graphics generated by the software may be displayed on no more than four (4) display devices at any one time. Additional licenses are required for the video distribution of screen images generated by the Software. 11. Limitations on Using, Copying and Modification Limitations on Using, Copying, and Modifying the Software except to the extent expressly permitted by this Agreement or by the laws of the jurisdiction where you acquired the Software, you may not use, copy or modify the Software. Nor may you sub-license any of your rights under this Agreement. 12. Decompiling, Disassembling, or Reverse Engineering You acknowledge that the Software contains trade secrets and the proprietary information of ViewPoint 3D and its licensors. Except to the extent expressly permitted by this Agreement or by the laws of the jurisdiction where you are located, you may not decompile, disassemble or otherwise reverse engineer the software, or engage in any other activities to obtain underlying information that is not visible to the user in connection with use of the Software. In any event, you will notify ViewPoint 3D of any information derived from reverse engineering or such other activities, and the results thereof will constitute the confidential information of ViewPoint 3D that may be used only in connection with the Software. 13. Liability ViewPoint 3D Ltd may not be held liable for use of the product and/or software provided. It is used solely at the risk of the user. ViewPoint 3D reserves the right to issue revised software without notice, any such revision may be announced on ViewPoint 3D's web site from time to time but without liability. TERMINATION The license granted to you is effective until terminated or the validity period detailed on the License Certificate expires. You may terminate it at any time by returning the Software (including any portions or copies thereof) to ViewPoint 3D. The license will also terminate automatically without any notice from ViewPoint 3D if you fail to comply with any term or condition of this Agreement. You agree upon such termination to return the Software (including any portions or copies thereof) to ViewPoint 3D. Upon termination, ViewPoint 3D may also enforce any rights provided by law. The provisions of this Agreement that protect the proprietary rights of ViewPoint 3D Ltd will continue in force after termination. LIMITED WARRANTY ViewPoint 3D warrants, as the sole warranty, that the disks or media on which the Software is furnished will be free of defects, as set forth in the Warranty Card or printed manual included with the Software. No distributor, dealer or any other entity or person is authorized to expand or alter this warranty or any other provisions of this Agreement. Any representation, other than the warranties set forth in this Agreement, will not bind ViewPoint 3D Ltd. ViewPoint 3D Ltd does not warrant that the functions contained in the Software will meet your requirements or that the operation of the Software will be uninterrupted or error-free. EXCEPT AS STATED ABOVE IN THIS AGREEMENT, THE SOFTWARE IS PROVIDED AS-IS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. You assume full responsibility for the selection of the Software to achieve your intended results, and for the installation, use and results obtained from the Software. You also assume the entire risk as it applies to the quality and performance of the Software. Should the Software prove defective, you (and not ViewPoint 3D Ltd, its licensor/s or its distributors or dealers) assume the entire cost of all necessary servicing, repair or correction. This warranty gives you specific legal rights, and you may also have other rights that vary from country/state to country/state. Some countries/states do not allow the exclusion of implied warranties, so the above exclusion may not apply to you. ViewPoint 3D disclaims all warranties of any kind if the Software was customized, repackaged or altered in any way by any third party other than ViewPoint 3D Ltd. LIMITATION OF REMEDIES AND DAMAGES THE ONLY REMEDY FOR BREACH OF WARRANTY WILL BE THAT SET FORTH IN THE WARRANTY CARD OR PRINTED MANUAL INCLUDED WITH THE SOFTWARE. IN NO EVENT WILL ViewPoint 3D Ltd OR ITS LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OR FOR ANY LOST PROFITS, LOST SAVINGS, LOST REVENUES OR LOST DATA ARISING FROM OR RELATING TO THE SOFTWARE OR THIS AGREEMENT, EVEN IF ViewPoint 3D Ltd OR ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL ViewPoint 3D'S LIABILITY OR DAMAGES TO YOU OR ANY OTHER PERSON EVER EXCEED THE AMOUNT PAID BY YOU TO USE THE SOFTWARE, REGARDLESS OF THE FORM OF THE CLAIM. Some countries/states do not allow the limitation or exclusion of liability for incidental or consequential damages, so the above limitation or exclusion may not apply to you. PRODUCT RETURNS If you must ship the software to ViewPoint 3D or an authorized ViewPoint 3D distributor or dealer, you must prepay shipping and either insure the software or assume all risk of loss or damage in transit. U.S. GOVERNMENT RESTRICTED RIGHTS All Software and related documentation are provided with restricted rights. Use, duplication or disclosure by the U.S. Government is subject to restrictions as set forth in subdivision (b)(3)(ii) of the Rights in Technical Data and Computer Software Clause at 252.227-7013. If you are sub-licensing or 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 any localized version of this Agreement. CONTRACTOR/MANUFACTURER The Contractor/Manufacturer for the Software is: ViewPoint 3D Ltd. Contact details available at www.ViewPoint-3D.com. GENERAL This Agreement is binding on you as well as your employees, employers, contractors and agents, and on any successors and assignees. Neither the Software nor any information derived therefrom may be exported except in accordance with the applicable laws or other applicable provisions. This Agreement is governed by the laws England & Wales. This Agreement is the entire agreement between us and supersedes any other understandings or agreements, including, but not limited to, advertising, with respect to the Software. If any provision of this Agreement is deemed invalid or unenforceable by any country or government agency having jurisdiction, that particular provision will be deemed modified to the extent necessary to make the provision valid and enforceable, and the remaining provisions will remain in full force and effect. For questions concerning this Agreement, please contact ViewPoint 3D Ltd. For questions on product or technical matters, contact the ViewPoint 3D technical support center nearest to you. SPECIAL PROVISIONS APPLICABLE TO THE EUROPEAN UNION If you acquired the Software in the European Union (EU), the following provisions also apply to you. If there is any inconsistency between the terms of the Software License Agreement set out earlier and the following provisions, the following provisions shall take precedence. Decompilation You agree not for any purpose to transmit the Software or display the Software's source, object or machine code on any computer screen or to make any hard copy memory dumps of the Software's object code. If you believe you require information related to the interoperability of the Software with other programs, you shall not decompile or disassemble the Software to obtain such information, and you agree to request such information from ViewPoint 3D at the address listed earlier. Upon receiving such a request, ViewPoint 3D shall determine whether you require such information for a legitimate purpose and, if so, ViewPoint 3D will provide such information to you within a reasonable time and on reasonable conditions. Limited Warranty EXCEPT AS STATED EARLIER IN THIS AGREEMENT, AND AS PROVIDED UNDER THE HEADING "STATUTORY RIGHTS", THE SOFTWARE IS PROVIDED AS-IS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, QUALITY AND FITNESS FOR A PARTICULAR PURPOSE. Limitation of Remedy and Damages THE LIMITATIONS OF REMEDIES AND DAMAGES IN THE SOFTWARE LICENSE AGREEMENT SHALL NOT APPLY TO PERSONAL INJURY (INCLUDING DEATH) TO ANY PERSON CAUSED BY ViewPoint 3D'S NEGLIGENCE AND ARE SUBJECT TO THE PROVISION SET OUT UNDER THE HEADING "STATUTORY RIGHTS". Statutory rights English and EU law provides that certain conditions and warranties may be implied in contracts for the sale of goods and in contracts for the supply of services. Such conditions and warranties are hereby excluded, to the extent such exclusion, in the context of this transaction, is lawful under English or EU law. Conversely, such conditions and warranties, insofar as they may not be lawfully excluded, shall apply. Accordingly your rights under English or EU Law are not prejudiced by this agreement. General This Agreement is governed by the Laws of England & Wales. If provided, the local language version of this agreement shall apply to Software acquired in the EU. This Agreement is the entire agreement between us and you agree that ViewPoint 3D will not have any liability for any untrue statement or representation made by it, its agents or anyone else (whether innocently or negligently) upon which you relied upon entering this Agreement. Doc. 290612-03