Viewpoint End User License

Viewpoint End User License

LICENSE AGREEMENT

Multiple Project Use Site License of Models and Images

THIS IS A LEGAL AGREEMENT ("License Agreement") between you and Viewpoint Digital, Inc. ("Company"). If you proceed to use any of the files of digital raster image data in grayscale or color form or three-dimensional digital coordinates (each a "Dataset" and collectively, the "Datasets"), you thereby signify that you have agreed to all of the terms and conditions set forth below.

Each of the Datasets is a set of digital, three-dimensional coordinates or images created by Company (or its licensors) of a particular object. Company gives no rights or warranties with regard to the use of any objects, names, trademarks, service marks or works of authorship depicted in any Dataset and you must satisfy yourself that all necessary rights or consents that may be required for your particular use of a Dataset are obtained from the applicable third party(ies 454r177e ) owning or having rights in or to such objects, names, trade marks, service marks or works of authorship.

The Datasets are protected by United States copyright laws, international treaty provisions, and other laws. You may not use, copy, display, modify or distribute the Datasets except in strict accordance with this License Agreement and you agree to comply with all applicable laws and regulations with respect to your use of the Datasets as authorized hereunder. The Datasets are licensed to you, they have not been sold to you. Subject only to the license granted to you herein, all right, title and interest in and to the Datasets are retained by Company and its licensors.

Company hereby grants to you the following perpetual, worldwide, non-exclusive, non-transferable, non-sublicensable license with respect to its rights in the Datasets:

You may copy the Datasets onto the storage devices of an unlimited number of computers; provided that all such computers are physically located at your business, or if you are a residence, your place of residence located at a single specific street address (or its equivalent).

You may (i) access, use, copy and modify the Datasets stored on such computers at such single location in the creation and presentation of animations and renderings which may require runtime access to the Datasets, and (ii) incorporate two dimensional images (including two dimensional images that simulate motion of three dimensional objects) derived from the Datasets in other works and publish, market, distribute, transfer, sell or sublicense such combined works; provided that you may not in any case: (a) separately publish, market, distribute, transfer, sell or sublicense any Dataset or any part thereof; (b) publish, market, distribute, transfer, sell or sublicense renderings, animations, software applications, data or any other product from which any original Dataset, or any part thereof, or any substantially similar version of the original Dataset can be separately exported, extracted, or decompiled into any redistributable form or format, or (c) publish, market, distribute, transfer, sell or sublicense any image created from a Dataset as "clip art" or the like, including but not limited to animations or still images that are sublicensed or otherwise distributed by a stock photography or stock animation agency, or in any other manner in which the primary source of value derived from publishing, marketing, distributing, transferring, selling or sublicensing the image is that it is accessible in a manner similar to "clip art." Subject to the foregoing limitations, and the rights, if any, of third parties in or to the objects represented by the Datasets, you may copy and distribute your animations and renderings derived from the Datasets.

All other rights with respect to the Datasets and their use are reserved to Company (and its licensors).

INFRINGEMENT WARRANTY. Company warrants to you that, to the best of its knowledge, the digital data comprising the Datasets do not infringe the rights, including patent, copyright and trade secret rights, of any third party, nor was the digital data unlawfully copied or misappropriated from digital data owned by any third party; provided, however, that Company makes no representation or warranty with respect to infringement of any third party's rights in any image, trademarks, works of authorship or object depicted by such Dataset.

LIMITATION OF LIABILITY AND WARRANTIES. YOU ASSUME THE ENTIRE COST OF ANY DAMAGE, LOSSES OR EXPENSE RESULTING FROM YOUR USE OR EXPLOITATION OF THE DATASETS. YOU ASSUME ALL RESPONSIBILITIES FOR SELECTION OF THE DATASETS TO ACHIEVE YOUR INTENDED RESULTS, AND FOR THE INSTALLATION OF, USE OF, AND RESULTS OBTAINED FROM THE DATASETS.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT AS OTHERWISE EXPLICITLY SET FORTH IN THIS LICENSE AGREEMENT, COMPANY AND ITS LICENSORS HEREBY DISCLAIM ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE DATASETS AND ANY ACCOMPANYING SOFTWARE OR MATERIALS.

Some states do not allow limitations on implied warranties, so the above limitation may not apply to you.

NO LIABILITY FOR CONSEQUENTIAL DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL COMPANY OR ITS LICENSORS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF SALES, LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA, OR THIRD PARTY CLAIMS) ARISING OUT OF THIS LICENSE AGREEMENT OR THE USE OR INABILITY TO USE THE DATASETS OR FOR ANY OTHER REASON, EVEN IF COMPANY AND/OR ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL COMPANY AND/OR ITS LICENSORS' TOTAL LIABILITY TO YOU FOR ALL DAMAGES IN ANY ONE OR MORE CAUSES OF ACTION EXCEED THE AMOUNT, IF ANY, PAID BY YOU FOR THE DATASETS.

Because some States do not allow the exclusion or limitation of liability for consequential or incidental

damages, the above limitation may not apply to you.

U.S. GOVERNMENT END USERS. The Datasets are a "commercial item," as that term is defined in 48 C.F.R. 2.101 (Oct. 1995), consisting of "commercial computer software" and "commercial computer software documentation," as such terms are used in 48 C.F.R. 12.212 (Sept. 1995). Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4 (June 1995), all U.S. Government End Users acquire the Datasets with only those rights set forth herein.

This License Agreement is governed by the laws of the State of NEW YORK, without regard to that State's choice of law provisions.

This License Agreement is the entire agreement between you and Company with respect to the Datasets and supersedes any other communications or advertising, whether written or oral, with respect thereto. This License Agreement may not be modified or expanded except in a writing signed by an authorized representative of Company. If any provision of this License Agreement is held invalid or unenforceable, the remainder shall continue in full force and effect, provided that, if any limitation on the grant to you of any right herein is held invalid or unenforceable, such right shall immediately terminate.

Should you have any questions concerning this License Agreement, or should you desire to contact Company for any reason, please contact:

Attn: Legal Affairs

Viewpoint Digital, Inc.

625 South State Street

Orem, UT 84058

COPYRIGHT © 1999 VIEWPOINT DIGITAL, INC.