VIDEO COPILOT END-USER SOFTWARE LICENSE AGREEMENT

IMPORTANT! The Video Copilot software (the “Software”) You seek to download from
the Video Copilot website is licensed only on the condition that You agree to the terms
and conditions set forth below. PLEASE READ THE TERMS OF THIS SOFTWARE
LICENSE AGREEMENT CAREFULLY.

BY YOUR USE OF THE SOFTWARE YOU AGREE TO BE BOUND BY THE

TERMS OF THIS AGREEMENT.

The Software that You are about to access was developed by Video Copilot, Inc., a
California corporation, to create, modify and render images into an end user’s derivative
works such as videos. This End-User License Agreement (“Agreement”) sets forth the
terms under which You, as an individual or entity, duly licensed and authorized by Video
Copilot may use the Software.

Based on the foregoing and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, You and Video Copilot agree as follows:

1. NATURE OF AGREEMENT. This Agreement is a legal contract made between You

and Video Copilot. This Agreement contains the terms and conditions that You must
comply with if You wish to access and use the Software.

2. DEFINITIONS. In this Agreement, “Video Copilot,” we,” “us” or “our” refers to

Video Copilot, Inc., 18277 Pasadena St., Suite 108, Lake Elsinore, CA 92530, and any
affiliates of Video Copilot, Inc. “You" and "Your" refer to You, the user of the Software,
and any person or entity accessing or using this Software. “Software” refers to the
proprietary software of Video Copilot that enables You to create, render and modify
images into Works (as defined in Section 3 below), and shall also encompass any help
documentation. “Content” refers to the proprietary objects, images, presets and other
digital files owned by Video Copilot and its licensors that are included in certain Video
Copilot products to facilitate Your creation of special effects, and may include various
audiovisual content such as videos and clips, photographs, models, drawings, wire files,
textures, motion files; sound effects; and music.

3. LICENSE. Video Copilot grants You a non-exclusive, nontransferable, nonassignable,

nonsublicensable, royalty-free right and license to use the specific Software that You
purchase from Video Copilot, which contains our proprietary Content for the purposes of
internally developing Your own derivative works such as videos (“Works” or “Work”)
for Your own use, and even for sale, subject to the restrictions set forth in this
Agreement, especially Section 4. Your Works are subject to this Agreement to the extent
that they incorporate any Software or Content proprietary to Video Copilot. You may not
sell, sublicense, rent, loan or lease the Software or Content to any third party. You also
agree not to reverse engineer, decompile, disassemble or otherwise attempt to discover
the source code of the Software. We have the right to impose reasonable conditions and
to request a reasonable fee before providing such information. You may make a limited
number of copies of any documentation related to the licensed Software and Content to
be used for internal development purposes and not for general business purposes (except
as otherwise provided for in this Agreement) or for distribution by any means. Any of
Your employees, agents or assigns who use the Software or its Content shall be subject to
this Agreement; all employees; agents or assigns who use the Software or Content require
individual licenses. This is a single user license for You. You may install the Software
on up to two (2) devices that You use, such as a computer at work and a laptop, so that
You are able to use the Software at Your reasonable convenience. In the event that the
Software is defective, or You lose Your access because of a computer crash or for some
other reason, we will make a reasonable effort to ensure that Your proper and honest use
of the Software can continue.

4. ADDITIONAL LICENSE RESTRICTIONS.

(a) Template/Pre-Render and Stock Media Restrictions. The Software enables You to
render and create Your own Works. You cannot pre-render or flatten images created with
the Software using Content or other media from any source for use as a template or stock
media to offer for sale and/or use to third parties (except as otherwise indicated below).
But You can create a project using the Software so long as no Content/media from any
source is pre-rendered, and offer or sell those Works to third parties. However, Your
offer or sale of Your Works to others cannot include any Content; the purchaser of Your
Works must own or acquire a license to such Content by purchasing the appropriate
Software. Once the end user acquires the Software, that person can outsource to You the
modification of Your Works, as indicated above. You have no right to resell our Content
or media from any source, as rendered by the Software, in any manner that we regard as
being in competition with our Software, or to create a business of offering pre-rendered
works or templates (whether offered for free or for payment) that are renderings or
modifications of our Content or media from any source, and which may in fact compete
with the Software or other Video Copilot products in our sole discretion. In this regard,
no Content that You have rendered or any Work that You have created with the Software
or media from any source can serve as any sort of stock footage, stock photography or
stock media, as animated background or editable media files, or otherwise be offered to
the public or compete with the Software or any Video Copilot product, whether offered
for free or payment. The exception to the foregoing is the case where You sell a finished,
locked Work that You have rendered (provided that it is NOT Your own offering of our
model packs/Content that could compete with Video Copilot products, whether or not
rendered, which is strictly prohibited) to a single end user; that is permitted because it
will not be further modified or rendered (e.g., the trailer of a film, a film or a
commercial). You are also granted the right to transfer a finished, locked Work to a
finishing studio for the purpose of broadcast or film-out, provided the studio does not
reuse any of Your Work for any other production.

(b) Use of Third Party Brands in Content. Some of the images and Content offered by
Video Copilot include on it the brands that are typically found on such Content. For
example, You may see the insignia, markings and brand of a manufacturer on many
objects, such as weapons and equipment. While You have the right to use and sell any
generic, unbranded Content provided by Video Copilot, subject to the restrictions set
forth in this Agreement, Video Copilot makes no representation or warranty that the
owners of specific brands will not object should You attempt to monetize Works that
incorporate such brands. In the event that You seek to monetize or sell a Work
incorporating a specific brand, (i) You need to seek the approval of the owner of such
brand, or its agent, and they may insist on a direct license with You; and (ii) You agree to
indemnify, defend and hold harmless Video Copilot and its licensors, and its employees
and agents, against any claim made by any brand owner or third party claiming that Your
use of such brand in a Work infringes their rights.

(c) Content Extraction. You may not extract any Content from any Video Copilot product
that cannot be extracted and used as stand-alone Content without the use of reverse
engineering tools or techniques.

(d) Prohibited Uses. The Content that You adapt and modify for use in Your own Works
shall not be used in a Work that infringes the copyright or other intellectual property right
of any third party, that is defamatory, libelous or obscene, or that is in any way unlawful.
In addition, You will not attempt to violate any security mechanisms in the Content or
Software, or to misrepresent who You are, or to engage in any other unlawful or
undesirable conduct. In order to ensure Your compliance, Video Copilot reserves the
right to monitor Your use of the Content, and to audit Your installation and use of the
Content at any time upon no more than one week’s notice during customary business
hours, either by itself or using an audit or accounting firm for this purpose.

5. SUPPORT. Video Copilot is not under any obligation to provide any support under
this Agreement, including upgrades or future versions of the Software or related products.
Nonetheless, You should bring any concerns or problems You have to our attention at
[email protected]. We want to make sure our users have a very positive
experience with our Software, and we will use commercially reasonable efforts to address
concerns that we believe, in our discretion, will improve the user experience.

6. OWNERSHIP OF SOFTWARE. We retain all rights to the Software and related

documentation not specifically granted in this Agreement. We own the Software and
related documentation and all copyright and other intellectual property rights therein, and
this Agreement does not transfer to You any title to or any proprietary or intellectual
property rights in or to the Software, any updates or derivative works thereto, or any
copyrights, patent rights, or trademarks embodied or used in connection therewith, except
for the rights expressly granted in this Agreement. The Software and related
documentation are protected by United States laws and international treaty provisions.

YOU MAY NOT USE, COPY, OR MODIFY THE SOFTWARE, IN WHOLE OR IN

PART, EXCEPT AS EXPRESSLY PROVIDED FOR IN THIS AGREEMENT.

7. PROPRIETARY RIGHTS. You agree to respect and protect our copyright and other
ownership interests in all Software accessible to You. You agree that all copies of items
in the Software and related documentation reproduced for any reason by You will contain
the same copyright, trademark, and other proprietary notices as appropriate. We and our
licensors retain title and ownership of the items in or related to the Software and any
related Video Copilot products, the media on which it is recorded, and all subsequent
copies, regardless of the form or media in or on which the original and other copies may
exist. Except as stated herein, this Agreement does not grant You any rights to patents,
copyrights, trade secrets, trademarks, or any other rights in respect to the items in this
Package.

8. YOUR OBLIGATIONS. You shall be solely responsible for the following: (a)
providing all hardware, software, and communications capabilities required for use of the
Software, including, without limitation, personal computers with the proper processor
speed; RAM; hard drive storage space; video card; internet access and java-enabled
browser, as more specifically identified in the particular Software specifications; (b)
providing and maintaining, at all times during the term of this Agreement, the Internet
access necessary, if any, for Your use of the Software.

9. TERM AND TERMINATION. The license granted in this Agreement is effective until
terminated. The term of this Agreement and the license grant herein shall commence on
the date You agree to this Agreement and download the Software. You may terminate the
license and this Agreement at any time on 30 days’ prior written notice to Video Copilot.
However, Your termination of such license and Agreement shall under no circumstances
entitle You to a refund or any other monetary compensation from Vide Copilot. Video
Copilot may terminate the license and this Agreement at any time that You or Your agent
fails to pay any amount due to us under this Agreement. This license shall also terminate
automatically on Your failure to comply with any of the other terms of this Agreement.
On termination of this Agreement, You agree to promptly destroy all printed copies and
delete all electronic copies of any documentation that You have downloaded, printed, or
created relating to the Software, and to ensure that no copies of any of the Software
screens, data, or other content remain archived or otherwise stored on Your computers.
Notwithstanding termination, the provisions of Sections 4, 6, 7 and 9-20 of this
Agreement shall survive and continue to apply.

10. CONFIDENTIALITY. You agree that You shall not disclose to any third party the
Software or any portion thereof, any technical, product, or business information, or any
information that Video Copilot identifies as confidential (collectively, “Confidential
Information”) related to the Software without the prior written consent of Video Copilot.
You shall maintain the confidentiality of all Confidential Information and shall not use it
for any purpose other than the performance of this Agreement.

Notwithstanding the foregoing, Confidential Information does not include information

that You can demonstrate was (a) publicly available at the time of disclosure, or later
became publicly available through no act or omission by You; (b) in Your possession
before disclosure by Video Copilot; or (c) disclosed to You by a third party not in
violation of any obligations of confidentiality to Video Copilot or to any third party.

11. LIMITATION OF LIABILITY. You are not entitled to receive damages from Video
Copilot for any cause relating to this Agreement, to Your use of the Software, to any
services provided by Video Copilot under this Agreement, or to any services provided by
any third party in connection with Your use of the Software. In addition, in no event shall
You be entitled to obtain any injunctive relief or otherwise enjoin, restrain, or otherwise
interfere with Video Copilot or with the distribution, operation, development, or
performance of the Software or any related products.

IN NO EVENT SHALL VIDEO COPILOT OR ITS LICENSORS BE LIABLE TO YOU

FOR ANY DAMAGES WHATSOEVER ARISING OUT OF YOUR USE OF, OR
INABILITY TO USE, THE SOFTWARE. IN NO EVENT SHALL VIDEO COPILOT
OR ITS LICENSORS BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL,
OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOSS OF DATA, LOST
PROFITS, OR LOST BUSINESS OPPORTUNITIES, REGARDLESS OF THE LEGAL
THEORY UNDER WHICH SUCH DAMAGES ARE SOUGHT, AND EVEN IF
ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES. AS SOME
STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY
FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, THE ABOVE LIMITATION
OR EXCLUSION MAY NOT APPLY TO YOU.

12. WARRANTY AND DISCLAIMER.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, VIDEO COPILOT

EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR
IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AS WELL
AS ANY WARRANTIES ALLEGED TO HAVE ARISEN FROM CUSTOM, USAGE,
OR THE COURSE OF DEALING BETWEEN THE PARTIES. VIDEO COPILOT
DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE
SOFTWARE WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION
OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE. IN
ADDITION, VIDEO COPILOT DOES NOT WARRANT OR GUARANTEE THAT
YOU WILL BE ABLE TO ACCESS THE SOFTWARE AT ALL TIMES. YOU
UNDERSTAND AND ACKNOWLEDGE THAT INTERNET CONGESTION AND
OUTAGES, AS WELL AS MAINTENANCE, DOWNTIME, AND OTHER
INTERRUPTIONS, MAY INTERFERE AT TIMES WITH YOUR ABILITY TO
ACCESS THE SOFTWARE. Some states or territories do not allow the exclusion of
implied warranties so the above limitations may not apply to You. You may have rights
which vary from jurisdiction to jurisdiction.

13. GOVERNING LAW. This Agreement shall in all respects be governed by and be
construed in accordance with the laws of the State of California, without regard to its
conflict of laws provisions.

14. ENFORCEMENT OF AGREEMENT. If litigation, arbitration, or any other

proceedings are instituted to interpret or enforce this Agreement, the party prevailing in
that litigation, arbitration, or proceeding shall be entitled to reasonable attorney's fees and
costs, including expert witness fees, in addition to any other relief granted. Any award of
fees and costs shall be included in the judgment.
15. VENUE. The venue for any litigation, arbitration, or any other proceedings shall be
Riverside County, California.

16. FORCE MAJEURE. If the performance of VIDEO COPILOT under this Agreement
is prevented, hindered, or otherwise made impractical by reason of flood, strike, war, acts
of government, or any other casualty or cause beyond the control of Video Copilot, then
Video Copilot shall be excused from its performance to the extent and so long as it is
prevented, hindered, or delayed by such event(s).

17. SEVERABILITY. If any one or more of the provisions contained in this Agreement
shall, for any reason, be held to be invalid, illegal, or unenforceable in any respect, then
to the maximum extent permitted by law, such invalidity, illegality, or unenforceability
shall not affect any other provision of this Agreement.

18. NO ASSIGNMENT. You may not assign this Agreement or any of the rights granted
by VIDEO COPILOT hereunder, in whole or in part, without the prior written consent of
VIDEO COPILOT, and any attempt to do so shall be void. This Agreement is binding on
and shall inure to the benefit of the parties and their respective successors and permitted
assigns.

19. EXPORT CONTROL. You agree to obey and comply with any and all applicable
United States laws, rules, and regulations governing the export of software.

20. ACKNOWLEDGEMENT AND EXCLUSIVITY. YOU ACKNOWLEDGE THAT

YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE
BOUND BY ITS TERMS AND CONDITIONS. YOU FURTHER AGREE THAT IT IS
THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT
BETWEEN YOU AND VIDEO COPILOT, AND THAT IT SUPERSEDES ANY
PROPOSAL, PRIOR AGREEMENT, OR UNDERSTANDING, ORAL OR WRITTEN,
AND ANY OTHER COMMUNICATION BETWEEN YOU AND VIDEO COPILOT
RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT. THIS
AGREEMENT MAY NOT BE CHANGED, ALTERED, OR MODIFIED EXCEPT BY
A WRITING SIGNED BY THE PARTIES.