Digital Instincts, Inc. Software License Agreement

Please review this software license agreement ("Agreement") before using any of the software, documentation and any other materials accompanying this Agreement, whether on disk, in read only memory, on any other media or in any other form (collectively the "Software"). By using the Software, 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. The Software is licensed, not sold, to you by Digital Instincts, Inc. ("Digital"), on a non-exclusive basis, for use only under the terms of this Agreement, and Digital reserves all rights not expressly granted to you. The rights granted to you are limited to Digital's and its licensors' intellectual property rights in the Software and do not include any other patents or intellectual property rights. You own the media or hardware on which the Software is recorded or displayed but Digital and/or Digital's licensor(s) retain ownership of the Software itself. The terms of this Agreement will govern any software upgrades provided by Digital that replace and/or supplement the original Software. This Agreement allows you to install and use the Software. Unless authorized by Digital in writing, you may not: make the Software available over a network where it could be used by multiple computers at the same time; copy, decompile, reverse engineer, disassemble, modify, or create derivative works of the Software; rent, lease, lend or sublicense the Software; and use or otherwise export or reexport the Software except as authorized by United States law and the laws of the jurisdiction in which the Software was obtained. Digital reserve the right to change, suspend, remove, or disable access to any Software at any time without notice. In no event will Digital be liable for the removal of or disabling of access to any such Software. Digital may also impose limits on the use of or access to the Software, in any case and without notice or liability. This Agreement is effective until terminated. Your rights under this Agreement will terminate automatically without notice from Digital if (i) you or your employer fail to comply with any term(s) of this Agreement; or (ii) Digital ceases to be engaged as a consultant to your employer. Upon the termination of this Agreement, you shall cease all use of the Software and destroy all copies of the Software in your possession. The Software is provided "as is", with all faults and without warranty of any kind, including, but not limited to, any implied warranties of merchantability, of satisfactory quality, and of fitness for a particular purpose. You expressly acknowledge and agree that use of the Software (as defined above) is at your sole risk and that the entire risk as to satisfactory quality, performance, accuracy and effort is with you. No oral or written information or advice given by Digital or a representative of Digital shall create a warranty. In no event shall Digital be liable for personal injury, or any incidental, special, indirect or consequential damages whatsoever, including, without limitation, damages for loss of profits, loss of data, business interruption or any other commercial damages or losses, arising out of or related to your use or inability to use the Software, however caused, regardless of the theory of liability (contract, tort or otherwise) and even if Digital has been advised of the possibility of such damages. In no event shall Digital's total liability to you for all damages exceed the amount of $10 dollars ($10). This Agreement will be governed by and construed in accordance with the laws of the State of New York, and the parties consent to the exclusive jurisdiction of the State and Federal Courts situated in New York County, New York for resolution of any disputes hereunder. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes any prior or contemporaneous understandings regarding such subject matter. No amendment to or modification of this Agreement will be binding unless in writing and signed by Digital.