Video Professor, Inc.

Software furnished to you by Video Professor, Inc. (“Video Professor”) is the proprietary and copyrighted work of Video Professor and/or its third-party licensors. The download and use of the Software are governed by the terms of this End User License Agreement. In order to lawfully use the Software, you are required to read, acknowledge, and agree to the terms and conditions of this End User License Agreement. Reproduction or redistribution of the Software not in accordance with this End User License Agreement is expressly prohibited by law, and may result in severe civil and criminal penalties.

END USER LICENSE AGREEMENT

BY CLICKING THE “AGREE” BUTTON OR OTHERWISE INDICATING YOUR ASSENT ELECTRONICALLY, OR BY USING THIS SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS END USER LICENSE AGREEMENT (“AGREEMENT”). IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, MAKE NO FURTHER USE OF THE SOFTWARE AND PROMPTLY RETURN THE PACKAGE TO VIDEO PROFESSOR, INC., 2590 W. 2ND AVE., UNIT 15, DENVER, CO 80219.

This Agreement governs all computer programs furnished to you by Video Professor (“Software”), including releases, revisions, or upgrades. All Software is licensed, not sold, to you by Video Professor or one of its licensed affiliates for use only under the terms of this Agreement, and Video Professor and its applicable licensors reserve any rights not expressly granted to you herein. You own the CD on which the Software is recorded or fixed, but Video Professor and/or its third-party licensors, as applicable, retain ownership of the Software itself.

1. License.

(a) Software. Video Professor hereby grants to you a limited, nonexclusive, nontransferable, royalty-free license to use the Software only for the purposes described in 1(c) below (“License”). The term of the License may be limited in accordance with Sections 3 and 7 below.

(b) Retention of Rights. You acknowledge that the Software is a trade secret and valuable property of Video Professor or its licensors. All right, title, and interest in and to the Software is retained by Video Professor and its licensors, and this Agreement shall not be construed as transferring any rights of ownership or license to the Software or to any information therein, except as expressly set forth in this Agreement.

(i) “Use” one copy of the Software on a single computer at a time for your own internal purposes. For purposes of this Agreement, to “use” the Software means that the Software is run directly off the CD from your CD-ROM. You cannot install the Software on your computer, load the Software into your computer’s temporary memory (i.e., RAM), or install the Software on a common storage device that is accessible by multiple computers.

(ii) Notwithstanding any other terms in this License, if the Software is licensed as an upgrade or update, then you may only use the Software to replace previously validly licensed versions of the same Software. You agree that the upgrade or update does not constitute the granting of a second license to the Software (i.e., you may not use the upgrade or update in addition to the Software it is replacing, nor may you transfer the Software which is being replaced to a third-party).

2. Restrictions.

(a) You may not use the Software for benchmarking or performance testing.

(b) You may not reverse engineer, decompile, disassemble, or otherwise reduce the Software to any human perceivable form. You may not modify, adapt, translate, rent, lease, loan, or create derivative works based upon the Software or any part thereof.

(c) You may not copy, reproduce, transmit, edit, alter, modify, create derivative works of, rent, lease, loan, resell, or distribute the Software, in whole or in part. You may not remove any proprietary markings of Video Professor or its licensors.

(d) If you are acquiring the Software on behalf of the United States Government, the Software is classified as “Commercial Computer Software,” as that term is used in 48 CFR §12.212 and 48 CFR §227.7202, and the Government may only acquire Restricted Rights therein. Consistent with 48 CFR §12.212 and 48 CFR §227.7202-1 through §227.7202-4, the Commercial Computer Software is being licensed to U.S. Government end users (i) only as a Commercial Item, as that term is defined at 48 CFR 2.101, and (ii) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. The Software Contractor/Manufacturer is Video Professor, Inc. or its applicable licensors.

(e) You warrant and represent that you are not located in, under the control of, or a national or resident of, and will not download, export, or re-export to a national or resident of, a country subject to U.S. embargoes, or listed on the U.S. Treasury Department list of Specially Designated Nationals or the U.S. Commerce Department Denied Person’s List or Entities List.

(f) You agree to defend, indemnify, and hold harmless Video Professor and its employees, contractors, officers, directors from all liabilities, claims and expenses, including attorneys’ fees that arise from a breach of this Agreement for which you are responsible. Video Professor reserves the right to assume the exclusive defense and control of any matter otherwise subject to your indemnification obligation.

3. Termination.

This Agreement and License herein is effective until terminated by Video Professor. Video Professor shall have the right to terminate this License at any time by providing written notice to you, and in certain instances Video Professor may offer you substitute Software subject to the same terms as this Agreement. This License will terminate immediately without notice from Video Professor or judicial resolution if you fail to comply with any provision of this License. Upon termination you must destroy the Software. All Sections of this Agreement will survive any terminationof this License.

4. Limitations.

(a) You acknowledge that the Software may contain bugs, omissions, typographical errors, or other errors. Video Professor reserves the right to make improvements and changes in or to the Software at any time without notice or liability to you—provided, however, that Video Professor is under no obligation to make such changes.

(b) You acknowledge and agree that Video Professor does not support the Software and has no obligation to provide you with any support, maintenance, corrections, bug fixes, updates, upgrades, new versions, or revisions thereto.

(d) EXCEPT AS PROVIDED IN SECTION 5 BELOW, SOFTWARE IS PROVIDED BY VIDEO PROFESSOR TO YOU “AS IS” AND WITHOUT WARRANTY OF ANY KIND. VIDEO PROFESSOR MAKES NO WARRANTIES OR REPRESENTATIONS, AND HEREBY EXPRESSLY DISCLAIMS, ANY AND ALL EXPRESS OR IMPLIED WARRANTIES AND REPRESENTATIONS THEREFORE, INCLUDING WITHOUT LIMITATION, ANY AND ALL EXPRESS OR IMPLIED WARRANTIES AND REPRESENTATIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT. VIDEO PROFESSOR DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE SOFTWARE WILL BE VIRUS OR ERROR-FREE, OR THAT DEFECTS, IF ANY, IN THE SOFTWARE WILL BE CORRECTED. YOU AGREE AND ACKNOWLEDGE THAT YOU ARE INSTALLING AND USING THE SOFTWARE AT YOUR OWN RISK.

(e) VIDEO PROFESSOR DOES NOT WARRANT OR REPRESENT THE ACCURACY OR RELIABILITY OF THE USE OR RESULTS OF THE USE OF THE SOFTWARE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY VIDEO PROFESSOR OR A VIDEO PROFESSOR REPRESENTATIVE SHALL CREATE A WARRANTY OR INCREASE THE SCOPE OF THIS WARRANTY OR THE LICENSE.

(f) BY ACCEPTING THE TERMS OF THIS AGREEMENT, PERMISSION TO INSTALL ICONS ON THE COMPUTER DESKTOP AND TO ACTIVATE THE SOFTWARE’S “STAY-ON-TOP” FEATURE, WHICH ALLOWS THE SOFTWARE TO OPERATE ON TOP OF ALL OTHER APPLICATIONS THAT MAY BE SIMULTANEOUSLY RUNNING, IS EXPRESSLY GRANTED BY THE END USER TO VIDEO PROFESSOR. YOU ACKNOWLEDGE AND AGREE THAT VIDEO PROFESSOR SHALL NOT BE LIABLE FOR ANY DAMAGES WHATSOEVER AS A RESULT OF ANY INTERFERENCE WITH OR DAMAGE TO YOUR COMPUTER OR OTHER APPLICATIONS AS A RESULT OF YOUR USE OF THE SOFTWARE, INCLUDING, BUT NOT LIMITED TO, INSTALLATION, USE, OR REMOVAL OF THE SOFTWARE, THE ICONS, OR THE “STAY-ON-TOP” FEATURE.

(g) SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

(h) VIDEO PROFESSOR MAY GIVE YOU THE OPPORTUNITY TO INSTALL SOFTWARE OR PROGRAMS PROVIDED BY OTHER COMPANIES (“THIRD-PARTY PROGRAMS”) ON YOUR COMPUTER. YOU ACKNOWLEDGE THAT SUCH THIRD-PARTY PROGRAMS MAY NOT BE ERROR-FREE OR ACCURATE, AND THEREFORE YOU ACKNOWLEDGE AND AGREE THAT BY INSTALLING SUCH THIRD-PARTY PROGRAMS ON YOUR COMPUTER, YOU DO SO AT YOUR OWN RISK. YOU AGREE TO COMPLY WITH ALL LICENSE TERMS FOR THIRD-PARTY PROGRAMS THAT ARE MADE AVAILABLE TO YOU BY VIDEO PROFESSOR OR PROVIDED BY THE THIRD-PARTY VENDOR. YOU ACKNOWLEDGE THAT THE LIMITATIONS SET FORTH IN THIS SECTION APPLY TO THE THIRD-PARTY PROGRAMS.

5. LIMITED WARRANTY AND EXCLUSIVE REMEDY FOR VIDEO PROFESSOR REGISTRANTS. FOR PARTIES THAT HAVE REGISTERED WITH VIDEO PROFESSOR AS DIRECTED BY THE SOFTWARE, VIDEO PROFESSOR EXTENDS A LIMITED WARRANTY FOR VIDEO PROFESSOR PRODUCTS: (A) AGAINST DEFECTS IN MATERIAL AND WORKMANSHIP; AND (B) THAT THE VIDEO PROFESSOR PRODUCT WILL OPERATE ACCORDING TO VIDEO PROFESSOR PUBLISHED SPECIFICATIONS OR DOCUMENTATION. THESE WARRANTIES ARE AVAILABLE TO THE ORIGINAL PURCHASER ONLY, AND ARE NOT TRANSFERABLE TO ANY OTHER PERSON OR ENTITY. AS THE ORIGINAL PURCHASER’S SOLE AND EXCLUSIVE REMEDY FOR ANY BREACH OF THIS LIMITED WARRANTY, VIDEO PROFESSOR MAY ELECT TO REPAIR OR REPLACE THE DEFECTIVE PRODUCT, OR, AT ITS SOLE OPTION, REFUND THE ORIGINAL PURCHASE PRICE. PLEASE RETURN PRODUCTS TO VIDEO PROFESSOR, TOGETHER WITH A DESCRIPTION OF THE DEFECT.

6. LIMITATION OF REMEDIES AND DAMAGES. NOTWITHSTANDING ANY OTHER PROVISION CONTAINED IN THIS AGREEMENT, VIDEO PROFESSOR SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, OR ANY OTHER DAMAGES WHATSOEVER, WHETHER ARISING IN CONTRACT OR TORT (INCLUDING NEGLIGENCE), INCLUDING, WITHOUT LIMITATION, DAMAGES FOR BUSINESS INTERRUPTION, LOSS OF DATA, COMPUTER REPAIR COSTS, LOST PROFITS, OR ANY OTHER PECUNIARY LOSS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE, THE RESULTS OF THE USE, OR THE INABILITY TO USE THE SOFTWARE OR THIRD-PARTY PROGRAMS, EVEN IF VIDEO PROFESSOR HAS BEEN ADVISED OF, OR SHOULD HAVE FORESEEN THE POSSIBILITY OF SUCH DAMAGES. VIDEO PROFESSOR’S AGGREGATE LIABILITY FOR ANY BREACH OF THIS AGREEMENT SHALL NOT EXCEED THE ORIGINAL PURCHASE PRICE OF THE SOFTWARE LICENSED UNDER THIS AGREEMENT.

7. Offer Terms Specific to Customers using Certain Third-Party Subscription Products. If you purchase certain Software, Video Professor may offer you third-party Subscription Products (as defined below), in which event the following terms apply:

(a) If you are not satisfied with the Software, you may return the Software (within 30 days after the ship date of the Software) to Video Professor and request a refund.

(b) If the Software you have ordered involves a subscription (“Subscription Product”) and if you have registered with Video Professor within forty-five (45) days of your purchase of the Software, and unless another term is specified in your invoice, this Agreement entitles you to use, and to receive, Product Updates and technical support for your Subscription Product for one (1) year from (i) the date you registered the Software with Video Professor or (ii) your receipt of the product serial number or activation code, whichever is earlier (”Subscription Period”). At the end of the Subscription Period, your Subscription Product subscription shall terminate (in which event you must destroy all copies of such Software and related documentation) unless you renew your Subscription Product at Video Professor’s then current fees.

(c) In order to provide you with these services, Video Professor may share information you provide via the registration process to third-party Subscription Product providers or other parties.

8. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the United States of America and the state of Colorado, and any action brought by either party to enforce this Agreement shall be brought in the relevant state or federal court in Colorado. You hereby submit to the personal jurisdiction of such courts. The parties hereby expressly exclude applicability of the United Nations Convention on the International Sale of Goods. If for any reason a court of competent jurisdiction shall find any provision of this Agreement to be unenforceable, that provision of this Agreement shall be enforced to the maximum extent permissible so as to affect the intent of the parties, and the remainder of this Agreement shall continue in full force and effect.

9. Customer Contact. You expressly acknowledge and agree that Video Professor may contact you with information regarding the Software and about products that Video Professor believes may be of interest to you. The Video Professor Privacy Policy, the current version of which is posted on Video Professor’s web site at www.videoprofessor.com/privacypolicy.html, explains how Video Professor collects, uses, and discloses personal information, as well as the choices Video Professor gives you about such uses and disclosures. You may also call us at 1-800-392-6493 to request a printed copy of the Video Professor Privacy Policy.

10. Notices. Video Professor will contact you via the information you provided when you ordered the Software or upon registration. If you send notice to Video Professor, you must use the following address: Legal Department, Video Professor, Inc., 12055 W. 2nd Place, Lakewood, CO 80228-1526, Fax: 303-202-9929.

11. You represent and warrant that you are at least eighteen (18) years of age and that you have read and fully understand the foregoing. By your acceptance of this Agreement, or by your continued use of the Software, you agree that Video Professor may change the terms of this Agreement without prior notice to you. Changes to this Agreement will not affect your billing amount without prior notice to you. If you have any questions about this Agreement, please call 1-800-392-6493.

12. This Agreement constitutes the complete agreement between the parties regarding this subject matter and supersedes all prior discussions, agreements, understandings, and representations whether oral or written and whether or not executed by Video Professor and you.

13. By using the Software, you are agreeing to this Agreement, and to any future revisions to the Agreement. The most current version of the Video Professor End User License Agreement may be viewed online at www.videoprofessor.com/eula.html. You may also obtain a printed copy of the Agreement by calling us at 1-800-392-6493.

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