This is a legal agreement between you and Shout Interactive, Inc. ("Shout") covering your use of Shout3D 1.0 (the "Software"). Be sure to read the following agreement before using the Software.

BY USING THE SOFTWARE (REGARDLESS IF YOU HAVE REGISTERED THE SOFTWARE OR NOT), YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT USE THE SOFTWARE AND DESTROY ALL COPIES IN YOUR POSSESSION.

LICENSE AGREEMENT

1. License. Shout hereby grants you a non-exclusive, non-transferable right to use the Software and the documentation for the Software ("Documentation") on the following terms.

You may:

- Use the Software to develop Java applets ("Applets") that contain software code replicated from the Software.
- Execute and display the Applets on the websites located at the URL under the domains you specified when ordering the Software, provided that such websites are owned and operated by you.
- Make one archive copy of the Software solely for the purpose of backing up the Software to protect against loss.

You may not:

- Execute the Applets on any web site that is not owned and operated by you, or is not located at the URL under the domains you specified when ordering the Software.
- Transfer, rent, lease, lend, sell, sublicense, share, electronically transmit or otherwise distribute the Software or any Applets (or any portions thereof).
- Copy the Software or Documentation except as expressly permitted above.
- Modify or adapt the Software, or create any derivative works of the Software (other than Applets developed by you as expressly permitted above).
- Decompile, reverse engineer, disassemble or defeat the obfuscation of the Software, or otherwise derive or attempt to derive source code from the Software (except to the extent applicable laws specifically prohibit such restriction).

2. Proprietary Notices. You acknowledge that certain logos, hyperlinks and/or proprietary notices of Shout may appear prominently in and on the Software and Applets and on the screens that appear during execution thereof. You will not remove, delete, block or obscure any such logos or notices from the Software, Applets or any such screens.

3. Title; Patents. The Software is licensed, not sold, to you. All title, ownership rights and intellectual property rights in and to the Software, Documentation and all copies and portions thereof (including, without limitation, code replicated from the Software into Applets) will remain in Shout and its suppliers. Nothing contained in this Agreement will be construed as conferring upon you (by implication, operation of law, estoppel or otherwise) any license or right not expressly granted to you in this Agreement.

4. Confidentiality. You acknowledge that the Software and Documentation constitute Shout's confidential information. You will not disclose the Software or Documentation to any third parties, or use the Software or Documentation for any purposes not expressly permitted under this Agreement. You will protect the Software and Documentation against unauthorized use and disclosure.

5. Term and Termination. This Agreement will automatically terminate if you breach or fail to comply with any of the terms or conditions in this Agreement. You may terminate this Agreement at any time. Upon any termination of this Agreement, your license to the Software and Documentation will terminate, and you will destroy and erase from your computer equipment all copies of the Software and Documentation.

6. Miscellaneous. This Agreement and the attached Warranty Disclaimer and Limitation of Liability will be construed in accordance with and governed by the laws of California without reference to its conflicts of laws provisions. This Agreement, together with the attached Warranty Disclaimer and Limitation of Liability, constitutes the entire agreement between you and Shout with respect to the Software and Documentation, and supersedes all prior and contemporaneous understandings or agreements, written or oral, regarding such subject matter. If any provision of this Agreement is held to be invalid or otherwise unenforceable, that provision will be enforced to the maximum extent permissible, and the remaining provisions of this Agreement will remain in full force and effect.

WARRANTY DISCLAIMER AND LIMITATION OF LIABILITY

Warranty Disclaimer

THE SOFTWARE AND DOCUMENTATION ARE PROVIDED TO YOU "AS IS," AND SHOUT MAKES NO OTHER REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SOFTWARE, DOCUMENTATION, APPLETS OR ANY OTHER ASPECTS OF THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Without limiting the generality of any of the foregoing, Shout does not warrant that the functions contained in the Software or Applets will meet your requirements or that your operation of the Software or Applets or any portions thereof will be uninterrupted or error-free. You have full responsibility for selecting the Software and developing the Applets to achieve your intended results, and for the installation, use and results obtained from the Software and Applets. The disclaimers set forth in this paragraph and the limitations of liability set forth below are essential elements of the bargain between you and Shout, without which Shout would not be willing to license the Software to you.

Limitation of Liability

IN NO EVENT WILL SHOUT BE LIABLE FOR ANY INDIRECT, SPECIAL, EXEMPLARY, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR FOR ANY DAMAGES FOR LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, USE OR DATA, ARISING OUT OF OR IN CONNECTION WITH THE SOFTWARE, DOCUMENTATION OR APPLETS (INCLUDING, WITHOUT LIMITATION, THE USE OR MISUSE OF, OR INABILITY TO USE, THE SOFTWARE, DOCUMENTATION OR APPLETS) OR THIS AGREEMENT, EVEN IF SHOUT IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT WILL SHOUT'S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE SOFTWARE, DOCUMENTATION, APPLETS AND THIS AGREEMENT EXCEED THE GREATER OF (1) THE AMOUNT YOU PAID FOR THE SOFTWARE OR (B) TWENTY-FIVE DOLLARS ($25).