Software License Agreement SOFTWARE LICENSE The term "Software" when used in this License, refers to Arcadem Pro. ATTENTION: PLEASE READ THIS DOCUMENT CAREFULLY BEFORE PURCHASING THE SOFTWARE. THE INDIVIDUAL OR ENTITY PURCHASING THIS SOFTWARE AGREES TO BE BOUND BY THE TERMS OF THIS LICENSE. IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENSE, DO NOT USE THE SOFTWARE AND PROMPTLY RETURN THE PACKAGE UNOPENED, AND THE SOFTWARE LICENSE PRICE WILL BE REFUNDED. The enclosed computer program(s) and the accompanying documentation are provided to the End-User by the Licensor: Agares Media ("Agares Media") for use only under the following terms. Agares Media reserves any right not expressly granted to the End-user. The End-User owns the medium on which the Software is recorded, such as a hard disk, or floppy disk, but Agares Media retains ownership of all copies of the Software itself. The End-User assumes sole responsibility for the installation, use and results obtained from use of the Software. 1. License. End-User is granted a limited, non-exclusive license to do only the following: A. Install and maintain the Software on one computer at any time for use only in the End-User's own business. B. Make one copy in machine-readable form solely for backup or archival purposes for the computer which the Software is installed. The Software is protected by copyright law. As an express condition of this License, the End-User must reproduce on the copy Agares Media's copyright notice and any other proprietary legends on the original copy supplied by Agares Media. C. Install a second copy for developmental purposes on a development machine. 2. Restrictions. The End-User may NOT sublicense, transfer, assign, or distribute copies of the Software to others without explicit permission from Agares Media. The Software contains trade secrets. The End-User may NOT decompile, reverse engineer, disassemble, or otherwise reduce the Software to a human readable form. THE END-USER MAY NOT MODIFY, ADAPT, TRANSLATE, RENT, LEASE, LOAN, RESELL FOR PROFIT, DISTRIBUTE, OR OTHERWISE ASSIGN OR TRANSFER THE SOFTWARE. CREATION OF 3RD PARTY PLUGINS WHICH ADHERE STRICTLY TO THE AGARES MEDIA PLUGIN SPECIFICATION IS ALLOWED, BUT NO DERIVATIVE WORKS MAY BE BASED UPON THE SOFTWARE OR ANY PART THEREOF. 3. Protection and Security. The End-User agrees to use its best efforts and to take all reasonable steps to safeguard the Software to ensure that no unauthorized person shall have access thereto and that no unauthorized copy, publication, disclosure or distribution in whole or in part, in any form, shall be made. The End-User acknowledges that the Software contains valuable confidential information and trade secrets and that unauthorized use and/or copying are harmful to Agares Media. 4. Termination. This License is effective until terminated. Agares Media, at it's sole discretion, may at times update, revise, and otherwise add or remove terms and conditions from this License. This License will terminate immediately without notice from Agares Media if the End User fails to comply with any of its provisions. Upon termination the End User must destroy the Software and all copies thereof, and the End-User may terminate this License at any time by doing so. 5. Limited Warranty. Agares Media does not warrant this software in any way, shape or form, whether express or implied. The Agares Media makes no claims that the Software will operate substantially in accordance with the published functional specifications current at the time of shipment. The End-User agrees that the Software is provided without warranties, whether express or implied, of any kind according to this Agreement, unless prohibited by law. In addition, Agares Media does not provide any warranty or support for any Software that has been altered or changed in any way by anyone other than Agares Media. Agares Media is not responsible for problems associated with or caused by incompatible operating systems or equipment, or for problems in the interaction of the Software with software not furnished by Agares Media. No oral or written information or advice given by Agares Media or its dealers, distributors, employees or agents shall in any way imply, create, extend, modify or add a warranty to this Software. SOFTWARE IS PROVIDED AS-IS, USE AT YOUR OWN RISK. THIS SOFTWARE IS PROVIDED WITHOUT WARRANTY, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE END-USER ASSUMES ALL RISK AS TO THE SUITABILITY, QUALITY, AND PERFORMANCE OF THE SOFTWARE. IN NO EVENT WILL Agares Media, OR ITS DIRECTORS, OFFICERS, EMPLOYEES OR AFFILIATES, BE LIABLE TO THE END-USER FOR ANY CONSEQUENTIAL INCIDENTAL, INDIRECT, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA OR BUSINESS INFORMATION, AND THE LIKE) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE OR ACCOMPANYING WRITTEN MATERIALS, EVEN IF Agares Media HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. AGARES MEDIA'S LIABILITY TO THE END-USER (IF ANY) FOR ACTUAL DIRECT DAMAGES FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL BE LIMITED TO, AND IN NO EVENT SHALL EXCEED, THE AMOUNT ORIGINALLY PAID TO AGARES MEDIA FOR THE LICENSE OF THE SOFTWARE. 6. Enhancements. From time to time Agares Media may, in its sole discretion, advise the End-User of updates, upgrades, enhancements or improvements to the Software and/or new releases of the Software (collectively, "Enhancements"), and may license the End-User to use such Enhancements upon payment of prices as may be established by Agares Media from time to time. All such Enhancements to the Software provided to the End-User shall also be governed by the terms of this License. IN ORDER FOR THE END-USER TO BE ASSURED THAT IT WILL BE ADVISED OF AND LICENSED TO USE ANY ENHANCEMENTS TO THE SOFTWARE, THE END-USER MUST AGREE TO THE TERMS OF THIS LICENSE. 7. General. This License will be governed by and construed in accordance with the laws of the state of Washington, and shall inure to the benefit of Agares Media and End-User and their successors, assigns and legal representatives. If any provision of this License is held by a court of competent jurisdiction to be invalid or unenforceable to any extent under applicable law, that provision will be enforced to the maximum extent permissible, and the remaining provisions of this License will remain in full force and effect. Any notices or other communications to be sent to Agares Media must be mailed first class, postage prepaid, to the following address: 22 E Mission #1, Spokane, WA 99202. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof, and all prior proposals, agreements, representations, statements and undertakings are hereby expressly cancelled and superseded. This Agreement may not be changed or amended except by a written instrument executed by a duly authorized officer of Agares Media. 8. Acknowledgment. BY PURCHASING THIS SOFTWARE, THE END-USER ACKNOWLEDGES THAT IT HAS READ THIS LICENSE, UNDERSTANDS IT, AND AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS. Should you have any questions concerning this License, contact Agares Media at the address set forth above.