End User License Agreement

License Agreement

IMPORTANT READ CAREFULLY BEFORE INSTALLING OR USING THE 3D-BEE™ PRODUCT. THIS AGREEMENT CONTAINS IMPORTANT TERMS AND CONDITIONS REGARDING THE USE OF THE 3D-BEE PRODUCT.

This is an agreement (this "Agreement") between you ("You") and VEFXi Corporation. ("VEFXi").

THE 3D-BEE™ PRODUCT CONTAINS VALUABLE SOFTWARE, TECHNOLOGY AND OTHER INTELLECTUAL PROPERTY OF VEFXi AND ITS SUPPLIERS ("LICENSED TECHNOLOGY"). THE LICENSED TECHNOLOGY IS LICENSED, NOT SOLD, AND AVAILABLE FOR USE ONLY UNDER THE TERMS AND CONDITIONS OF THIS AGREEMENT. BY INSTALLING OR USING THE 3D-BEE PRODUCT, YOU AGREE TO BE LEGALLY BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT INSTALL OR USE THE 3D-BEE PRODUCT AND RETURN THE SAME AND ALL RELATED MATERIALS, MANUALS, DOCUMENTATION AND OTHER ASSOCIATED ITEMS WITHIN 30 DAYS AFTER PURCHASE TO VEFXi VIA WWW.3D-BEE.com/RMA FOR A REFUND.

It is the express wish of the parties that this Agreement and all related documents be drawn up in English.

C'est la volonté expresse exigé par les parties que cette convention et tous les documents y afférents, soient rédigés en anglais seulement.

Es ist der ausdrückliche Wunsch aller Parteien, dass diese Vereinbarung und alle damit in Zusammenhang stehenden Dokumente in englischer Sprache verfasst werden.

各方明确表示本协议以及所有相关法律文件应以英文起草。

Es el deseo expreso de las personas que este acuerdo y todos los documentos legales relacionados sean escritos en Inglés.

本契約書および関連する全ての法律関係書類は英語で作成されることが望まれます。

당사자들은 이 동의서와 모든 연관된 법적 문서들은 영어로써 작성되었음을 명확히하고 싶습니다.

1. LIMITED LICENSE.

Subject to Your compliance with the terms and conditions of this Agreement, VEFXi hereby grants to You a non exclusive, non transferable (except as set forth herein), non exclusive, personal license to use the Licensed Technology solely as embedded in the 3D-BEE Product solely to convert video and other content from 2D to 3D in real time and solely for use:

for personal home entertainment, family gatherings and family events,
in restaurants and eateries,
in school classrooms and school conference rooms,
for K-12 education in school conference rooms not auditoriums,
in corporate conference rooms, and
for video conferencing;

provided, that in all cases you have all necessary rights and licenses to convert such content for such purposes.

You are not granted a license to use the Licensed Technology for any other purpose, including:

(a) for the production of media for sale, license or other distribution;

(b) for commercial broadcasts or transmission,

(d) in public or government venues (other than in schools as described above) or museums,

(e) for venues with more than 30 viewers,

(f) to create advertising or promotional content, or

(g) in auditoriums other than for K—12 education in school auditoriums.

Further, in no circumstances are You authorized to use the Licensed Technology or 3D-BEE Product in any manner that would infringe or violate the rights of any person or entity.

Contact www.VEFXi.com for additional licensing options, including for expanded use.

2. CONDITIONS & LIMITATIONS.

The license granted in Section 2 is conditioned on Your compliance with the following: You will not:

(a) reverse engineer, disassemble or attempt to discover the source code for or any trade secrets related to the 3D-Bee Product or Licensed Technology, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation;

(b) license, distribute, lease, rent, lend, transfer, assign or otherwise dispose of the Licensed Technology or use the 3D-BEE Product to provide services to any third person or entity;

(d) use the Licensed Technology in any application or situation where the use of the Licensed Technology or 3D-BEE Product or malfunction thereof could cause bodily injury, death or property damage;

(e) store or cache any content or media converted using the Licensed Technology;

(f) adapt, modify or create any derivative works incorporating or based on the 3D-Bee Product or Licensed Technology;

(g) remove, alter or obscure any copyright notice or other proprietary rights notice or license agreement on or accompanying the 3D-BEE Product or Licensed Technology;

(h) circumvent or attempt to circumvent any methods employed by VEFXi to control access to or the use of the components, features or functions of the 3D-BEE Product or Licensed Technology; or

(i) use the Licensed Technology or 3D-BEE Product in any manner that would infringe or violate the rights of any person or entity.

You will comply with the conditions in this Section 2.

3. DOCUMENTATION.

You may make and use a reasonable number of copies of any documentation provided with the 3D-BEE Product; provided, that such copies will only be used for personal purposes and are not to be republished or redistributed (either in hard copy or electronic form) to any third party.

4. TERMINATION.

Without limiting other remedies, this Agreement will automatically terminate if You fail to comply with the terms and conditions of this Agreement. In such event, You must stop using the Licensed Technology and documentation. Sections 2, 6, 7, 8, 9 and 10 will survive termination of this Agreement.

5. TRANSFER.

You may transfer the 3D-BEE Product to another person or entity, provided (1) such person or entity receives a copy of this Agreement and agrees to be bound by and accepts its terms and conditions, and (2) You at all times comply with all applicable United States export control laws and regulations.

6. PROPRIETARY RIGHTS.

The Licensed Technology is owned by VEFXi and its suppliers and protected by copyright and other intellectual property laws and treaties. Except to the extent expressly set forth in this Agreement, this Agreement does not grant or convey and will not be construed as granting or conveying to You or any third party, whether by implication, estoppel or otherwise, any rights or licenses under any intellectual property rights of VEFXi or its suppliers. Without limiting the foregoing, no rights or licenses are granted to You to use or display VEFXi's name, logo or trademarks.

7. DISCLAIMER OF WARRANTIES.

EXCEPT AS EXPRESSLY SET FORTH IN THE 3D-BEE WRITTEN WARRANTY PROVIDED BY VEFXI AND APPLICABLE TO YOU, THE 3D-BEE PRODUCT, LICENSED TECHNOLOGY AND DOCUMENTATION ARE PROVIDED TO YOU "AS IS" WITHOUT ANY WARRANTIES OF ANY KIND. WITHOUT LIMITING THE FOREGOING, VEFXI AND ITS SUPPLIERS MAKE NO WARRANTIES, EXPRESS OR IMPLIED, AS TO MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE OR USE, TITLE OR NON INFRINGEMENT. THERE ARE NO WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE.

8. DISCLAIMER OF CERTAIN DAMAGES AND LIMITATION OF LIABILITY.

IN NO EVENT WILL VEFXI OR ITS SUPPLIERS BE LIABLE FOR THE COST OF COVER OR FOR ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL OR SIMILAR DAMAGES OR LIABILITIES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, LOSS OF DATA OR INFORMATION) ARISING OUT OF OR RELATING TO THE USE OR INABILITY TO USE THE 3D-BEE PRODUCT OR LICENSED TECHNOLOGY OR OTHERWISE UNDER OR IN CONNECTION WITH THIS AGREEMENT, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHER THEORY EVEN IF VEFXI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

VEFXI'S AND ITS SUPPLIERS' TOTAL LIABILITY ARISING OUT OF OR RELATING TO THE USE OR INABILITY TO USE THE 3D-BEE PRODUCT OR LICENSED TECHNOLOGY OR OTHERWISE UNDER OR IN CONNECTION WITH THIS AGREEMENT IS LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU FOR THE 3D-BEE PRODUCT REGARDLESS OF THE AMOUNT OF DAMAGES YOU MAY INCUR AND WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHER THEORY. The laws of some states/jurisdictions do not allow the exclusion of implied warranties or the exclusion or limitation of certain damages. Therefore, the foregoing disclaimer of warranties, disclaimer of certain damages and limitation of liability will apply only to the maximum extent permitted by applicable law.

9. INDEMNIFICATION.

You will indemnify and hold harmless VEFXi and its affiliates and their respective officers, directors, employees, contractors and agents from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, attorneys' fees, and disbursements of any kind or nature arising from

(a) any infringement, misappropriation or violation of any third party intellectual property, privacy or other rights arising from Your
- (i) use of the 3D-BEE Product to convert 2D content to 3D content or
- (ii) display, transmission or broadcasting of such content; and/or

(b) breach of any of the terms or conditions of this Agreement. You are solely responsible for, and will obtain, all permissions and licenses necessary to convert, display, transmit and broadcast such content.

10. GOVERNING LAW AND GENERAL PROVISIONS.

This Agreement will be governed by the laws of the State of Oregon, USA., excluding the application of its conflicts of law rules to the contrary. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. You hereby irrevocably submit to jurisdiction of the state and federal courts located in Washington County, Oregon, U.S.A., with respect to any proceeding under this Agreement. You will not prosecute any action, suit, proceeding or claim arising under or by reason of this Agreement except in such courts. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and reasonable attorneys' fees. If any part of this Agreement is found void and unenforceable, it will not affect the validity of the balance of the Agreement, which shall remain valid and enforceable according to its terms. You acknowledge that the 3D-BEE Product is subject to U.S. export restrictions. You will comply with all applicable laws and regulations that apply to the 3D-BEE Product, including, without limitation, the U.S. Export Administration Regulations. You may not transfer or assign Your rights under this Agreement to any third party, except and subject to the conditions in Section 5.

This Agreement may only be modified in writing signed by an authorized officer of VEFXi.