LICENSE

SOFTWARE LICENSE AGREEMENT

DO NOT DOWNLOAD, INSTALL, ACCESS, COPY, OR USE ANY PORTION OF THE SOFTWARE
UNTIL YOU HAVE READ AND ACCEPTED THE TERMS AND CONDITIONS OF THIS AGREEMENT.
BY INSTALLING, COPYING, ACCESSING, OR USING THE SOFTWARE, YOU AGREE TO BE
LEGALLY BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. If You do not
agree to be bound by, or the entity for whose benefit You act has not
authorized You to accept, these terms and conditions, do not install, access,
copy, or use the Software and destroy all copies of the Software in your
possession.

This SOFTWARE LICENSE AGREEMENT (this “Agreement”) is entered into between
Bobsplace Media Engineering ("BME") and Licensor. “Licensor” refers to you or
your employer or other entity for whose benefit you act, as applicable. If you
are agreeing to the terms and conditions of this Agreement on behalf of a
company or other legal entity, you represent and warrant that you have the
legal authority to bind that legal entity to the Agreement, in which case,
"Licensor" shall be in reference to such entity. BME and Licensor are referred
to herein individually as a “Party” or, together, as the “Parties”.

The Parties, in consideration of the mutual covenants contained in this
Agreement, and for other good and valuable consideration, the receipt and
sufficiency of which they acknowledge, and intending to be legally bound,
agree as follows:

1. GRANT OF LICENSE
Subject to the terms and conditions of the Agreement, BME grants to Licensor a
non-exclusive, non-transferable license to install use the software. Licensor
may use the Licensed Programs in executable format for its own use, and may
translate or modify the licensed programs or incorporate them into other
software. Licensor may not, however, transfer or sublicense the Licensed
Programs to any third party, in whole or in part, in any form, whether modified
or unmodified.

2. COPIES
Licensee may make copies of the Licensed Program in executable code form as
necessary for use by Licensee and for backup or archive purposes. Licensee
agrees to maintain records of the location and use of each copy, in whole or
in part, of the Licensed Programs. Each Licensed Program is copyrighted but
unpublished by BME. Licensee agrees to reproduce and apply the copyright notice
and proprietary notice of BME to all copies made hereunder, in whole or in part
and in any form, of Licensed Programs.
 
3. OWNERSHIP
The original and any copies of the Licensed Programs, made by Licensee,
including translations, compilations, partial copies, modifications, and
updates, are the property of BME.

4. PROPRIETARY RIGHTS
Licensee recognizes that BME regards the Licensed Programs as its proprietary
information and as confidential trade secrets of great value. Licensee agrees
not to provide or to otherwise make available in any form the Licensed
Programs, or any portion thereof, to any person other than employees of
Licensee without the prior written consent of BME. Licensee further agrees to
treat the Licensed Programs with at least the same degree of care with which
Licensee treats its own confidential information and in no event with less
care than is reasonably required to protect the confidentiality of the Licensed
Programs.

5. TERM
The license granted hereunder shall continue unless and until terminated
pursuant to Section 7 hereof and subject to Licensee's proper performance of
its obligations hereunder.

6. TERMINATION
BME may terminate this Agreement if Licensee is in default of any of the terms
and conditions of this Agreement and fails to correct such default within ten
(10) days after written notice thereof from BME.

7. TERMINATION CERTIFICATE
In the event of termination, Licensee will immediately discontinue use of the
Licensed Programs. Within one (1) month after termination of this Agreement,
Licensee will furnish to BME a certificate which certifies with respect to each
of the Licensed Programs that, through its best effort and to the best of its
knowledge, the original and all copies, in whole or in part and in any form, of
each of the Licensed Programs have been destroyed. The provisions of Sections
3, 4, 7, 8, and 10 hereof shall survive any termination of this Agreement.

8. WARRANTY DISCLAIMER
BME licenses, and Licensee accepts, the licensed programs "AS IS." BME PROVIDES
NO WARRANTIES AS TO THE FUNCTION OR USE OF THE LICENSED PROGRAMS, WHETHER
EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE. THE ENTIRE
RISK AS TO THE QUALITY AND PERFORMANCE OF THE LICENSED PROGRAM IS WITH
LICENSEE. LICENSOR DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE
LICENSED PROGRAMS WILL MEET LICENSEE'S REQUIREMENTS OR THAT THE OPERATION OF
THE LICENSED PROGRAMS WILL BE UNINTERRUPTED OR ERROR FREE.

9. PATENT AND COPYRIGHT INDEMNITY
In the event that a legal action is brought against Licensor to the extent
that it is based on a claim that the Software infringes a U.S. patent or
copyright of a third party, BME shall provide Licensor with legal defense at
its own expense and pay for costs and damages awarded against Licensor in such
action or agreed to under a settlement, provided that: (i) Licensor promptly
provides BME with a written notice of such legal action; (ii) Licensor grants
BME complete authority over the legal defense and settlement negotiations;
(iii) Licensor fully cooperates with BME with respect to such legal action; and
(iv) no settlement with respect to such legal action shall be made without
BME’s prior written approval. 

Notwithstanding the above, BME shall have no liability to defend and pay for
any action pertaining to an infringement of intellectual property rights to
the extent that the action: (i) is based on a modification of the Software
modified not by BME; (ii) results from Licensor’s failure to use an updated
version of the Software; (iii) is based on a combination or use of the Software
with any software, program or device, including without limitation software
licensed under the terms of applicable open source licenses, not provided or
approved by BME; (iv) results from Licensor’s use of the Software following
the termination of the Agreement.

THIS SECTION STATES BME’S SOLE AND EXCLUSIVE LIABILITY, AND LICENSOR’S
SOLE AND EXCLUSIVE REMEDY, WITH RESPECT TO AN INFRINGEMENT OF INTELLECTUAL
PROPERTY RIGHTS OF ANY KIND.

10. LIMITATION OF LIABILITY
BME'S LIABILITY TO LICENSEE UNDER ANY PROVISIONS OF THIS AGREEMENT FOR DAMAGES
FINALLY AWARDED SHALL BE LIMITED TO THE AMOUNTS ACTUALLY PAID HEREUNDER BY
LICENSEE TO BME. IN NO EVENT SHALL BME BE LIABLE FOR INDIRECT, INCIDENTAL,
SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF USE, LOSS OF PROFITS OR
INTERRUPTION OF BUSINESS, HOWEVER CAUSED OR ON ANY THEORY OF LIABILITY.

11. NOTICES
All notices in connection with this Agreement shall be in writing and may be
given by certified, registered, or first class mail or personally delivered at
the address set forth on the front page. For purposes of this Agreement, a
notice shall be deemed effective upon personal delivery to the party or if by
mail five days after proper deposit in a mail box.

12. SUCCESSORS
This Agreement will be binding upon and will inure to the benefit of the
parties hereto and their respective representatives, successors and assigns
except as otherwise provided herein.

13. SEVERABILITY
In the event any provision of this Agreement is determined to be invalid or
unenforceable, the remainder of this Agreement shall remain in force as if
such provision were not a part.

14. GOVERNING LAW/FORUM
This Agreement shall be governed and interpreted by the laws of the State of
California. Eldorado County, California shall be the appropriate venue and
jurisdiction for the resolution of any disputes hereunder. Both parties hereby
consent to such personal and exclusive jurisdiction.

15. NON-ASSIGNMENT
This Agreement and the licenses granted by it may not be assigned, sublicensed,
or otherwise transferred by Licensee without the prior written consent of BME. 

16. EXPORT REGULATIONS
Licensee understands that BME is subject to regulation by agencies of the U.S.
Government, including the U.S. Departments of Commerce and State, which
prohibit export or diversion of certain technical products to certain
countries. Licensee warrants that it will comply in all respect with the
export and re-export restrictions set forth in the export license for the
Licensed Programs and all other applicable export regulations. Licensee agrees
to indemnify and hold BME harmless from any loss, damages, liability or
expenses incurred by BME as a result of Licensee's failure to comply with any
export regulations or restrictions.

17. ENTIRE AGREEMENT
This Agreement sets forth the entire understanding between the parties with
respect to the subject matter hereof, and merges and supersedes all prior
agreements, discussions and understandings, express or implied, concerning
such matters. This Agreement shall take precedence over any additional or
conflicting terms which may be contained in Licensee's purchase order or BME's
order acknowledgment forms.