SOLERATEC LLC RESELLER AGREEMENT

SOLERATEC LLCRESELLER AGREEMENTThis Agreement is made on the _____ day of_______________, 2012 betweenSoleraTec LLC ("SOLERATEC"), with its principal place of business being 2430 Auto ParkWay, Suite 205, Escondido, CA 92029 and ________________________________("RESELLER"), a _________________________ Corporation with its principal place ofbusiness being at _________________________________________________________.1. Definitions1.1 "Discount" means the discount from MSRP Product Prices offered bySOLERATEC to RESELLER as set forth in Appendix E attached hereto and incorporatedherein.1.2 "End-User" means a prospective or actual purchaser from RESELLER ofone or more Products who does not resell such products.1.3 "License" means a grant by SOLERATEC to RESELLER and to each directand remote transferee of RESELLER of the right to use the transferred Product in accordancewith the terms and limitations described in Appendix D attached hereto and incorporated herein.1.4 "Prices" means the prices specified in Appendix C attached hereto andincorporated herein, which are retail prices suggested by SOLERATEC for sale of Products toEnd-Users.1.5 "Products" includes those items specified in Appendix A attached hereto andincorporated herein.1.6 "Term" means the effective term of this Agreement, which is for a period ofone year from the above date of this Agreement, plus such renewals as are made according tothis Agreement.1.7 "Territory" means the geographic area specified in Appendix B attachedhereto and incorporated herein, which is the geographic area in which RESELLER is authorizedto sell SOLERATEC Products.2. Reseller Grant and License2.1 SOLERATEC hereby grants to RESELLER the right to purchase theProducts from SOLERATEC and to sell these Products in the Territory for general commercialuse. This grant is non-exclusive and SOLERATEC may grant similar rights to others at anytime.

2.2 SOLERATEC will sell the Products to RESELLER at the Prices specified inAppendix C less a discount computed according to Appendix E. Such prices and discounts areFOB Escondido, California. SOLERATEC may add to the price of each Product the amount ofany sales or use tax applicable to the sale of the Product by SOLERATEC to RESELLER. Theexecution of this agreement confirms the receipt and acceptance of all Appendixes.2.3 SOLERATEC reserves the absolute right to modify the provisions and pricesof Appendices A, C and D. SOLERATEC will use its best efforts to notify RESELLER withinthirty days before any such changes and SOLERATEC will not increase the price of a Product toRESELLER more than once in a ninety day period.2.4 RESELLER may purchase the Products from no source other thanSOLERATEC or another Distributor authorized in writing by SOLERATEC to sell suchProducts, but nothing herein will be construed to prevent RESELLER from repurchasing oraccepting in trade such Products from an End-User. Prior written approval from SOLERATECis required for such purchases from any other authorized RESELLER.2.5 SOLERATEC hereby grants to RESELLER the right to use any and all ofSOLERATEC 's trademarks, service marks, trade names, and logos that SOLERATEC applies tothe Products for the purpose of RESELLER's promoting and advertising of such SOLERATECProducts for sale.2.6 SOLERATEC expressly prohibits any direct or indirect use or reference tothe names, trademarks, service marks, trade names, or logos owned or licensed to SOLERATECexcept as specified in this Agreement or as otherwise expressly authorized in writing bySOLERATEC. Nothing contained in this Agreement will be construed to give RESELLER anyownership interest in any such name, mark, or logo, nor the right to apply any such name, mark,or logo to any product or service.3. Obligations of SOLERATEC3.1 SOLERATEC will advise and consult with RESELLER on all advertising,sales promotion, and public relations campaigns conducted by RESELLER upon request byRESELLER. SOLERATEC representatives may periodically visit and advise RESELLER onmethods and means suitable for promoting sales of Products.3.2 For each Product, SOLERATEC will provide to employees of RESELLER,at a site to be designated by SOLERATEC, reasonable training in the use and servicing of eachProduct. Enrollment in such training courses is subject to SOLERATEC approval andSOLERATEC may discontinue the training of any person deemed by SOLERATEC to beunqualified. Except for tuition and materials, such training will be at the expense ofRESELLER.

4.4 Whenever RESELLER employs any trademark, service mark or otherregistered mark or logo of SOLERATEC, or to which SOLERATEC has rights, title or interestand which SOLERATEC has licensed to RESELLER under paragraph 2.5 above, RESELLERwill place an asterisk immediately after and slightly above the first use of such mark or logoreferring to a footnote stating the nature and registration of the mark or logo. RESELLER willuse and not remove or render illegible any such mark or logo or other inscription that is on theProducts at the time of shipment to RESELLER or its End-User. RESELLER may not affix anyother marks, inscriptions or trade designations thereon without prior written permission fromSOLERATEC. RESELLER will prominently display such marks and logos applicable to theProducts in RESELLER's signs, displays and advertising but only in connection with theProducts and only with prior written permission from SOLERATEC.4.5 RESELLER acknowledges they have no claim or representation ofownership with respect to any product version, copy, copyright or other right in the Products andwill not make any claim or representation of ownership with respect to any product version,copy, copyright or other right in the Products.4.6 RESELLER will take all reasonable steps to ensure that each customer andtransferee receives a copy of the Software License Agreement specified in Appendix D.4.7 RESELLER will not sell any Product to or for the use of any person withwhom SOLERATEC may not deal with under any law or regulation of the United States,including any agency, branch or department of the federal government or of any other cognizantjurisdiction.4.8 In the event an action or counter-action is brought against RESELLER by itsEnd-User, RESELLER must immediately notify SOLERATEC of such suit and will forward acopy of the complaint to SOLERATEC as specified in paragraph 17 herein.4.9 RESELLER will give SOLERATEC notice, under paragraph 17 herein, ofany proposed change in RESELLER's ownership or control at least sixty days before theeffective date of such proposed change, which notice must describe the nature of the proposedchange, the names of the persons involved and the background and experience of such personsproposed to be substituted for, or added to, the current parties in control of RESELLER or thekey management thereof.5. Product Warranty5.1 The Product Warranty is as described in the terms specified in Appendix D.SOLERATEC must provide the warranty service described in Appendix D for the Products.SOLERATEC reserves the absolute rights to either prospectively change the terms of anywarranty or to cease to provide any such warranty. SOLERATEC does not extend toRESELLER any additional warranties, expressed or implied, and RESELLER waives any and allclaims to damages. SOLERATEC's liability to RESELLER is limited to replacement ofdefective Products.

5.2 RESELLER is liable for any warranties or representations made byRESELLER in its advertising, brochures, manuals and by its agents, employees andrepresentatives, whether in writing or orally, as to each Product.5.3 THE WARRANTIES AND SUPPORT PROVISIONS SET FORTH INTHIS AGREEMENT ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESSED ORIMPLIED, ARISING FROM OR INCURRED IN CONNECTION WITH ANY PRODUCT ORTHE USE AND PERFORMANCE OF ANY PRODUCT, INCLUDING WITHOUTLIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESSFOR A PARTICULAR PURPOSE. SOLERATEC'S LIABILITY FOR DAMAGES FOR ANYCAUSE WHATSOEVER, EXCEPT FOR PERSONAL INJURY OR PROPERTY DAMAGECAUSED BY SOLERATEC'S INTENTIONAL WRONGDOING, IS LIMITED TO THETOTAL PURCHASE PRICE OF THE PRODUCT. ALL REFERENCES TO SOLERATEC INTHIS PARAGRAPH 5 WILL BE CONSTRUED TO INCLUDE SOLERATEC LLC AND ITSSUBSIDIARIES, DIVISIONS, AFFILIATES, AND THEIR RESPECTIVE PREDECESSORSAND SUCCESSORS IN INTEREST, AND THEIR RESPECTIVE OFFICERS, EMPLOYEESAND OTHER AGENTS OF EACH.6. Orders And Prices6.1 RESELLER will place its orders on an as-needed basis. Without limiting theforegoing, RESELLER must set forth the name and address of the person authorizing thepurchase of the Products, the address to which delivery is to be made, the Product price fromAppendix A, the discounted purchase price to be paid by RESELLER if different, and therequested delivery date. The terms and conditions of this Agreement govern any conflictsbetween such purchase order and this Agreement. Upon request, RESELLER will provide toSOLERATEC a copy of the blank purchase agreement form used with RESELLER's customers.6.2 Payments in full must be made with each order. SOLERATEC mayestablish such reasonable credit standards and limits as deemed appropriate at SOLERATEC'ssole discretion. In response to unpaid purchase orders, SOLERATEC may, in its sole discretion,reject such purchase order, withhold shipment under such purchase order, or ship part or all ofsuch order to RESELLER under Cash-On-Delivery terms.6.3 RESELLER will ensure that RESELLER has enough Products on hand tomeet its requirements, including special sales and promotions.6.4 RESELLER pays for all shipping and insurance charges, FOB Escondido,California. SOLERATEC may determine how the Products are shipped to RESELLER.RESELLER pays all taxes, and collects taxes on resale.

6.5 Although SOLERATEC provides suggested resale prices in Appendix C,final pricing is the responsibility of RESELLER, including discount and promotional salepricing. RESELLER must not participate in any activities relating to the Products that mayresult in an antitrust complaint. RESELLER holds SOLERATEC harmless and indemnifiesSOLERATEC in any such antitrust action related to RESELLER's activities.6.6 Unless otherwise advised in writing by RESELLER, SOLERATEC will shipthe ordered Products to the "ship to" location described in RESELLER's purchase order. Unlessotherwise agreed in writing, SOLERATEC will use its best efforts to ship all ordered Productswithin ten days following receipt of the order by SOLERATEC. SOLERATEC need not affordpriority to RESELLER over other orders received contemporaneously from other customersunder any circumstances.6.7 All risk of damage or loss passes to RESELLER upon delivery of theProducts to RESELLER or its designated "ship to" location by common carrier, whether or notpayment has been made and whether or not the particular common carrier has been designatedby RESELLER in the shipping instructions. SOLERATEC may select the common carrierunless RESELLER requests and SOLERATEC consents to selection of another carrier, whichconsent will not be unreasonably withheld.6.8 Late Payment Fee: If credit payment terms are provided to RESELLER,RESELLER must pay to SOLERATEC one-and-one-half percent (1.5%) of any unpaid fees orinvoices for each month or part of a month in which the unpaid fees or invoices are overdue.Invoices are considered late five (5) days past the due date as stated on the SOLERATECinvoice.7. Product Updates and End-User Servicing7.1 SOLERATEC will provide all enhancements, updates, and upgrades directlyto the End-User of the Product while End-User is active in the Software Update ServiceProgram.7.2 RESELLER must be available to attend any meeting or otherwise participateor cooperate in communications or discussions with an End-User should SOLERATEC, in itssole discretion, desire to initiate direct communication with such End-User regarding anyProduct sold by RESELLER to such End-User.7.3 SOLERATEC reserves the right to respond to any inquiries received fromany End-User or otherwise communicate with such End-User as SOLERATEC deems necessaryin its sole discretion.

8. Termination and Renewal8.1 This Agreement terminates on the one year anniversary of the signing date ofthis agreement. Renewals for successive one year Terms will be made through executing a newagreement.8.2 This Agreement may be terminated by either party for breach by the otherparty of any material provision of this Agreement or of any other agreement between them orany of their direct or indirect subsidiaries or affiliates, provided that written notice particularlydescribing the alleged breach has been given to the other party and such party has failed to curesuch alleged breach within thirty days after mailing of such notice.8.3 Termination of this Agreement does not relieve either party of obligationsincurred before termination or obligations which by their terms are to take effect upon or survivetermination.8.4 SOLERATEC may terminate this Agreement for breach of paragraph 12.1herein in its sole discretion if the control of management of RESELLER passes to a person ofwhom SOLERATEC does not approve for purposes of business dealings under this Agreement.Such termination is effective upon mailing of notice of such termination by SOLERATEC toRESELLER.8.5 If RESELLER becomes insolvent, makes an assignment for the benefit ofcreditors, files a petition in bankruptcy, permits a petition in bankruptcy to be filed against it,admits in writing its inability to pay its debts as they mature, or if a receiver is appointed over asubstantial portion of its assets, SOLERATEC may terminate this agreement as permitted byapplicable statute.8.6 If SOLERATEC becomes insolvent, makes an assignment for the benefit ofcreditors, files a petition in bankruptcy, permits a petition in bankruptcy to be filed against it,admits in writing its inability to pay its debts as they mature, or if a receiver is appointed over asubstantial portion of its assets, RESELLER may terminate this agreement as permitted byapplicable statute, such termination to be effective thirty days after delivery of RESELLERSnotice of such termination to SOLERATEC. Upon such termination by RESELLER,SOLERATEC will furnish to RESELLER at no cost to RESELLER all technical information anddocumentation required to maintain the Products, except for Product source code. So long assuch installation and maintenance services are available from SOLERATEC, SOLERATEC isnot obligated to comply with paragraph 8.6 requirement.

8.7 SOLERATEC will not be in default or breach by reason of any delay orfailure in SOLERATEC's performance under this Agreement if such delay or failure resultsdirectly or indirectly from fire, explosion, strike, freight embargo, acts of God or public enemy,war, civil disturbance, de jure or de facto acts of any government or agency or official thereof,material or labor shortage, transportation uncertainties, unusually severe weather, default by anyother manufacturer, supplier, or contractor, quarantine, restriction, epidemic, catastrophe, lack oftimely instructions or essential information from RESELLER, or otherwise out of any causebeyond SOLERATEC's reasonable control.8.8 Upon termination of this Agreement, RESELLER must immediately returnto SOLERATEC all sales and marketing materials still in RESELLER's possession that wereprovided by SOLERATEC at no charge to RESELLER. Upon termination of this Agreement,the License granted by SOLERATEC to RESELLER hereunder automatically and immediatelylapses. Termination of this Agreement by either party automatically cancels all unshippedorders.8.9 This Agreement may be terminated for convenience by either party withinsixty days written notice to the other party.9. Obligations Surviving Termination9.1 RESELLER must submit to SOLERATEC within ten days following theeffective date of termination a list of all Products in RESELLER's possession as of the effectivedate of termination. SOLERATEC may purchase any or all of such products from RESELLERupon written notice of its intention to do so at prices to be agreed upon between the parties but inno event greater than the respective prices paid by RESELLER for such Products and in no eventgreater than 50% of such prices paid if such Products are not in unopened factory-sealedpackages. RESELLER must warrant and convey to SOLERATEC good and marketable title tosuch Products, free and clear of all liens and encumbrances except SOLERATEC's securityinterest therein.9.2 Except for any recurring license fees, the due date of all invoices forProducts sold to RESELLER will be accelerated upon termination of this Agreement and all suchinvoices will become immediately due and payable on the effective date of termination, even iflonger terms had been previously agreed.

10. Relationship of the Parties10.1 This Agreement may not be construed to create a relationship of partners,brokers, employees, servants or agents as between the parties. Neither party will have any rightwhatsoever to incur any liabilities or obligations on behalf of the other party or to bind the otherparty. RESELLER specifically agrees that it may not at any time represent, orally or in writingto any person, that RESELLER has any right, power, or authority not expressly granted underthis Agreement.10.2 The parties to this Agreement are acting as independent contractors.RESELLER agrees to solicit orders for Products as an independent contractor in accordance withthe terms and conditions of this Agreement.10.3 RESELLER agrees to defend SOLERATEC and hold SOLERATECharmless from all claims, damages and expenses of any kind whatsoever arising from acts oromissions of RESELLER, from termination of this Agreement in accordance with this terms, orfrom acts of third parties relating to Products sold by SOLERATEC to RESELLER under thisAgreement, including the execution of liens and security interests by third parties relating to anysuch Products.11. Confidentiality11.1 Neither SOLERATEC nor RESELLER may disclose or use any proprietary,confidential or trade secret information obtained from the other except as required by the termsof this Agreement.12. Assignment12.1 RESELLER may not assign this Agreement or delegate the performance andobligations hereunder without the written consent of SOLERATEC. For the purposes of thisparagraph 12.1, transfer of a controlling interest in RESELLER may be construed to be such anassignment according to provisions of paragraph 8.4 herein.12.2 This Agreement may be assigned without limitation by SOLERATEC andinures to the benefit of SOLERATEC's subsidiaries, divisions and affiliates and their respectivepredecessors and successors in interest.13. Severability13.1 If any part of this Agreement is found to violate any law or to be otherwiselegally defective, the remainder of this Agreement will be construed and interpreted withoutreference to such defective part.

14. Attorney Fees14.1 Should either party commence litigation to enforce or interpret any provisionof this Agreement, the parties agree that the prevailing party will be entitled to reasonableattorneys fees and costs of suit in addition to any other remedy recovered in the same or relatedaction.15. Governing Laws and Forum15.1 This Agreement and any disputes arising hereunder will be interpreted andconstrued in accordance with the local internal laws, and not the conflicts rules, of the State ofCalifornia.15.2 The forum selected by the parties for any proceeding or suit in law or equityarising from or incident to this Agreement as among the parties hereto must be located in theState of California.16. Entire Agreement16.1 This Agreement constitutes the entire understanding of the parties hereto andsupersedes any and all prior or contemporaneous representations or agreements whether writtenor oral, between the parties and cannot be retrospectively changed or modified except in awriting signed by all parties hereto.17. Notices17.1 Unless otherwise specified in this Agreement, all notices required hereundermust be in writing and must be dispatched by certified mail, return receipt requested, or bycommercial telegraph or telex, addressed to the receiving party. Notices of changes toAppendices A, C or D by SOLERATEC to RESELLER may, in SOLERATEC's discretion, bedelivered by facsimile or by first-class postage-prepaid United States mail.17.2 Unless otherwise specified in this Agreement or in SOLERATEC's writteninstructions to RESELLER, all notices to SOLERATEC must be addressed as followsSoleraTec LLC2430 Auto Park Way, Suite 205Escondido, California 92029Attn: Vice-President, Business Development

17.3 Unless otherwise specified in this Agreement or in RESELLER's writteninstructions to SOLERATEC, all notices to RESELLER must be addressed as follows:__________________________________________________________________________________________Attn: CEO or Managing Partner18. Accounting18.1 For the duration of this Agreement, RESELLER will maintain, at itsprincipal place of business, all business records, books, account information and relatedmaterials relevant to this Agreement. SOLERATEC has the right at six (6) month intervals toreview such materials, whether by its own representative or by a certified public accountant,during reasonable business hours of RESELLER and in a manner that does not interfere withRESELLER's business operations and after giving RESELLER at least ten days notice.19. U.S. Export RestrictionsRESELLER acknowledges that the products and all related technical information, documentationand materials are subject to export controls under the U.S. Export Administration Regulations.RESELLER will (a) comply strictly with all legal requirements established under these controls,(b) cooperate fully with SoleraTec in an official or unofficial audit or inspection that relates tothese controls, and (c) not export, re-export, divert or transfer, directly or indirectly, any suchitem or direct product to Cuba, Iran, Iraq, Libya, North Korea, Sudan, Syria, or any additionalcountry that embargoed by Executive Order or identified in the Product Schedule, unlessRESELLER has obtained the prior written authorization of SoleraTec and the U.S. CommerceDepartment. Upon notice to RESELLER, SoleraTec may modify this list to conform to changesin the U.S. Export Administration Regulations.20. Waiver20.1 Waiver of any breach or non-performance or combination thereof hereunderfor any particular period will not be construed as a waiver of any succeeding breach of the sameor any other covenant or condition hereof.

21. Headings, Number, Pronouns and Exclusion21.1 The headings used herein are intended solely for ease of reference and arenot intended to describe, construe or interpret this Agreement. When the context in which thewords used this Agreement indicates that such is the intent, words in the singular number includethe plural and vice-versa. All pronouns refer to all genders and the term "person" includes anatural person, a corporation, a partnership, an unincorporated association and any other entity.Unless otherwise specifically stated in the particular context where such word is used, the use ofthe word "include" will not be construed to exclude anything not itemized thereafter.IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by theirduly authorized and empowered officers and representatives as of the day and year first writtenabove.SoleraTec LLCBy:________________________________Name____________________________________Title____________________________________DateRESELLER Name:By:________________________________Name____________________________________Title____________________________________Date

Appendix A:Product DescriptionPhoenix VCM, Media and Entertainment management software product.

Appendix B:Reseller TerritoryThe geographic territory of the United States.

Appendix C:Retail Price List(( see attached Phoenix price list. ))

Appendix D:Software License FormThe Software Programs/Utilities and documentation provided by SoleraTec under the name of Phoenix arelicensed only on the condition that you (referred to as “YOU” or “Licensee”) agree with SoleraTec LLC(referred to as “Company”) to the terms and conditions set forth below.PLEASE READ THIS LICENSE AGREEMENT CAREFULLY BEFORE DOWNLOADING OR USING THESOFTWARE OR DOCUMENTATION.BY CLICKING ON THE "ACCEPT" BUTTON, OPENING THE PACKAGE, DOWNLOADING THEPRODUCT, OR USING THE EQUIPMENT THAT CONTAINS THIS PRODUCT, YOU ARE CONSENTINGTO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THISAGREEMENT, CLICK THE "DO NOT ACCEPT" BUTTON AND THE INSTALLATION PROCESS WILLNOT CONTINUE, RETURN THE PRODUCT TO THE PLACE OF PURCHASE FOR A FULL REFUND, ORDO NOT DOWNLOAD THE PRODUCT.In consideration for use of the Software, Licensee hereby agrees to the following terms and conditions:1. DEFINITIONS1.1 “Documentation” shall mean the documentation provided in connection with the Software.1.2 “Effective Date” shall mean the date on which Licensee opens the package, downloads the product, oruses equipment that contains the product.1.3 “Software” shall mean the object code of the Programs/Utilities included on the delivered digital media.2. TERMINATION2.1 This Agreement may be terminated by Licensee at any time by destroying the Software, together with allcopies thereof. This Agreement will also terminate automatically and without notice if Licensee fails tocomply with any term or condition of this Agreement. Termination of this Agreement shall terminateLicensee’s license to the Software. All other terms and conditions of this Agreement shall survivetermination in perpetuity.3. LICENSE GRANT3.1 Company grants to Licensee a nonexclusive, nontransferable license to use one (1) copy of theSoftware, in object code form only, on one computer, and the Documentation, which use shall be limitedto Licensee’s internal use. The Software and Documentation are licensed, and not sold, to Licensee.3.2 Licensee may make one (1) copy of the Software for archival purposes. Licensee may use theDocumentation only in connection with Licensee's use of the Software as authorized in Section 3.1above. Licensee shall have no right to reproduce, modify, transfer, disclose, or distribute anyDocumentation.3.3 Licensee shall not, and shall not permit any third party to: (a) reverse engineer, disassemble, createderivative works and/or modify the Software; (b) except as specifically set forth below in section 3.4,assign, rent, lease, sell, transfer, or sublicense the Software; (c) electronically transfer or transmit theSoftware; (d) translate the Software into another computer language; or (e) copy or otherwise reproducethe Software or Documentation, other than as specifically authorized in this Section.3.4 SublicenseLicensee may sublicense the Software to another party provided that such sublicense is granted on thesame terms and conditions as are set forth herein. It is the sole responsibility of the Licensee to obtainacceptance of these terms and conditions from any party to whom the Software is sublicensed.

In order to constitute a validly sublicensed copy, the Software must be reproduced in its entirety andwithout modification, including but not limited to any copyright notice, serial number, and any other noticeaffixed thereto.4. OWNERSHIP; NOTICE4.1 The Software and Documentation, and all intellectual property contained therein, are and shall remainthe sole and exclusive property of Company and its licensors and are protected by copyright and tradesecret laws and international copyright treaty provisions.4.2 Licensee shall not remove, modify, or in any manner tamper with any copyright, trademark or otherproprietary notices embodied in the Software or on the Documentation, on any copy of the Software andDocumentation, in any form, in whole or in part.5. WARRANTY DISCLAIMERS; LIABILITY LIMITATIONS5.1 COMPANY MAKES NO WARRANTY OR REPRESENTATION WITH RESPECT TO THE SOFTWAREAND IT IS LICENSED “AS IS” WITHOUT WARRANTY OF ANY KIND EXPRESS OR IMPLIED,INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESSFOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND ANY STATEMENTS ORREPRESENTATIONS MADE BY ANY OTHER PERSON OR ENTITY ARE VOID. COMPANY MAKESNO REPRESENTATIONS THAT ANY PROGRAMMABILITY COMPLIES WITH THE APPLICABLESTATUTES, LAWS, OR REGULATIONS.5.2 LICENSEE ASSUMES ALL RISK AS TO THE SELECTION, USE, PERFORMANCE AND QUALITY OFTHE SOFTWARE. IN NO EVENT WILL COMPANY OR ANY OTHER PARTY WHO HAS BEENINVOLVED IN THE CREATION, PRODUCTION OR DELIVERY OF THE SOFTWARE BE LIABLE FORSPECIAL, DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOSSOF PROFITS OR INABILITY TO USE THE SOFTWARE, EVEN IF COMPANY OR SUCH OTHERPARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.5.3 Some states and/or countries do not allow limitations on how long an implied warranty lasts and somestates and/or countries do not allow the exclusion or limitation of incidental or consequential damages, sothe above limitation and exclusion may not apply to Licensee. This warranty gives Licensee specific legalrights, and Licensee may also have other rights which vary from state to state and/or country to country.6. GENERAL6.1 If any provision or portion of a provision of this Agreement is determined to be invalid or unenforceable, itshall be deemed to be revised to the extent necessary to make it enforceable, or omitted if necessary,and the remaining provisions of this Agreement shall remain in full force and effect.6.2 This Agreement is governed by and construed in accordance with the laws of the State of California,without regard to its conflicts of law principles. The parties to this Agreement hereby irrevocably consentto the personal jurisdiction of the state and federal courts located in San Diego, California to resolve anydispute or controversy related to this Agreement.6.3 This Agreement constitutes the entire agreement between the parties with respect to the subject matterhereof, and all prior agreements, representations, statements and undertakings are hereby expresslycanceled.6.4 Neither party hereto shall be liable in any manner for failure or delay in fulfillment of all or part of thisAgreement directly or indirectly owing to any causes or circumstances beyond its reasonable control,including, but not limited to, acts of God.7. EXPORT CONTROL REGULATIONSLicensee acknowledges and agrees that none of the Software, Documentation or underlying information ortechnology may be installed or otherwise exported or reexported (a) into (or to a national or resident of)Cuba, Iran, North Korea, Sudan, Syria and any other country to which the U.S. has embargoed goods; or (b)to anyone on the U.S. Treasury Department’s List of Specially Designated Nationals or the U.S. CommerceDepartment’s Table of Denial Orders. Licensee further represents and warrants that it is not located in, underthe control of, or a national or resident of any such country or on any such list, and will not transfer theSoftware to any of the foregoing.

8. U.S. GOVERNMENT RESTRICTED RIGHTSThe Software is provided with RESTRICTED RIGHTS. The use, duplication, or disclosure by theGovernment is subject to restrictions as set forth in subdivision (c)(1)(ii) of The Rights in Technical Data andComputer Software clause at 52.227-7013. The manufacturer of this Software is: SoleraTec, 2430 Auto ParkWay, Suite 205, Escondido, California 92029 USA.9. INCLUDED SOFTWAREThis product can be configured to use QuickTime software; Copyright 2009 Apple Inc., All rights reserved.This product can be configured to use VLC media player software, Copyright VideoLAN team, All rightsreserved. This product uses wxWidgets software; Copyright 1998-2005 Julian Smart & Robert Roebling et al.This product can be configured to use FFmpeg software, Copyright FFmpeg project.Legal DisclaimerThe manufacturer provides this manual "as is," makes no representations or warranties with respect to itscontents or use, and specifically disclaims any expressed or implied warranties of merchantability or fitnessfor any particular purpose. The manufacturer reserves the right to make changes to the content of thismanual, at any time, without obligation to notify any person or entity of such changes.The software described in this document is furnished under a license agreement. The software may be usedor copied only in accordance with the terms of the agreement. It is against the law to copy the software onany medium except as specifically allowed in the license agreement.No part of this manual may be reproduced or transmitted in any form or by any means, electronic ormechanical, including photocopying, recording, or information storage and retrieval systems, for any purposeother than the purchaser’s personal use, without the express written permission of the manufacturer.© SoleraTec 2009. All Rights Reserved. Printed in the United States of America.

Appendix E:Discount Schedule30% (30 percent off of MSRP stated price) on all primary software items and 20% (20 percentoff of MSRP stated price) on all Software Update Service items.

Appendix F:Business License Information1) Please provide a copy of RESELLER’s Business License for the prevailing jurisdiction:2) Please provide a copy of RESELLER’s Resale Tax Certification for the prevailingjurisdiction:3) Please provide a copy of RESELLER’s certifications or authorizations from any otherleading market manufacturers