End User License

Profound Effects, Inc. Electronic End User License Agreement

NOTICE TO USER: YOUR ACCEPTANCE OF THIS CONTRACT IS INDICATED BY YOUR USE OF THE ACCOMPANYING PRODUCT. YOU ACCEPT ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU WILL NOT BE ABLE TO USE THE SOFTWARE.

This Profound Effects, Inc. ("PROFOUND") End User License Agreement (the "Agreement") accompanies software ("Software") and related explanatory written materials ("Documentation"). The term "Software" shall also include any upgrades, modified versions, updates, additions, and copies of the Software licensed to you by PROFOUND. PROFOUND grants to you a nonexclusive license to use the Software and Documentation, provided that you agree to the following:

1. Use of the Software. You may--
1.1. Install the Software in a single location on a hard disk or other storage device of one computer.
1.2. Display, modify, reproduce and distribute any photographs, clip art or other artistic works, in whole or in part, that are included with the Software (unless a specific notice to the contrary is indicated), provided such photographs, clip art or artistic works are not distributed on a stand-alone basis.
1.3. Make one backup copy of the Software, provided your backup copy is not installed or used on any computer.

2. Copyright. The Software is owned by PROFOUND, and its structure, organization and code are the valuable trade secrets of PROFOUND. The Software is protected by United States Copyright Law and International Treaty provisions. You must treat the Software just as you would any other copyrighted material, such as a book. You may not copy the Software or the Documentation, except as set forth in the "Use of the Software" section. Any copies that you are permitted to make pursuant to this Agreement must contain the same copyright and other proprietary notices that appear on or in the Software. You agree not to modify, adapt or translate the Software. You also agree not to reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Software, except where source code is provided to you as part of the Software. If PROFOUND determines to its satisfaction that you have breached any term or covenant of this agreement, you agree that PROFOUND shall have the right to terminate this license agreement and all privileges hereof without recourse, at its sole discretion. Trademarks shall be used in accordance with accepted trademark practice, including identification of trademark owner's name. Trademarks can only be used to identify printed output produced by the Software. Such use of any trademark does not give you any rights of ownership in that trademark. Except as stated above, this Agreement does not grant you any intellectual property rights in the Software.

3. Transfer. You may not rent, lease, sublicense or lend the Software or Documentation. You may, however, transfer all your rights to use the Software to another person or legal entity provided (1) that you transfer this Agreement, the Software, including all copies, updates and prior versions, and all Documentation to such person or entity, (2) that you retain no copies, including copies stored on a computer, and (3) that the receiving party accept the terms and conditions of this Agreement.

4. Limited Warranty. PROFOUND warrants to you that the Software will perform substantially in accordance with the Documentation for the ninety (90) day period following the first-user receipt of the Software. To make a warranty claim, you must return the Software to the location where you obtained it along with a copy of your sales receipt within such ninety (90) day period. If the Software does not perform substantially in accordance with the Documentation, the entire and exclusive liability and remedy shall be limited to either, at PROFOUND's option, the replacement of the Software or the refund of the license fee you paid for the Software. PROFOUND AND ITS SUPPLIERS DO NOT AND CANNOT WARRANT THE PERFORMANCE OR RESULTS YOU MAY OBTAIN BY USING THE SOFTWARE OR DOCUMENTATION. THE FOREGOING STATES THE SOLE AND EXCLUSIVE REMEDIES FOR PROFOUND'S OR ITS SUPPLIERS' BREACH OF WARRANTY. EXCEPT FOR THE FOREGOING LIMITED WARRANTY, PROFOUND AND ITS SUPPLIERS MAKE NO WARRANTIES, EXPRESS OR IMPLIED, AS TO NONINFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY, OR FITNESS FOR ANY PARTICULAR PURPOSE. Some states or jurisdictions do not allow the exclusion of implied warranties or limitations on how long an implied warranty may last, so the above limitations may not apply to you. To the extent permissible, any implied warranties are limited to ninety (90) days. This warranty gives you specific legal rights. You may have other rights which vary from state to state or jurisdiction to jurisdiction. For further warranty information, please contact PROFOUND's Customer Support Department.

5. Limitation of Liability. IN NO EVENT WILL PROFOUND OR ITS SUPPLIERS BE LIABLE TO YOU FOR ANY CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES, INCLUDING ANY LOST PROFITS OR LOST SAVINGS, EVEN IF A PROFOUND REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY THIRD PARTY. SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

6. Governing Law and General Provisions. This Agreement will be governed by the laws in force in the State of Wisconsin excluding the application of its conflicts of law rules. 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. 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 agree that the Software will not be shipped, transferred or exported into any country or used in any manner prohibited by the United States Export Administration Act or any other export laws, restrictions or regulations. This Agreement shall automatically terminate upon failure by you to comply with its terms. This Agreement may only be modified in writing signed by an authorized officer of PROFOUND.

7. Notice to Government End Users. The Software and Documentation are "Commercial Items," as that term is defined at 48 C.F.R. §2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation," as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §§227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (A) only as Commercial Items and (B) with only those rights as are granted to all other end users pursuant to the terms and conditions herein.

Unpublished-rights reserved under the copyright laws of the United States.
Profound Effects, Incorporated, 3900 Meridian Circle, Verona, WI 53593.