AZTECH NEW MEDIA CORP. LICENSE AGREEMENT __________________________________________________________________________ Please carefully read the following license agreement before opening the CD container. By opening the CD container you accept the terms of this Agreement. If you do not accept the terms of this Agreement, do not open the CD container and promptly return the entire package to AZTECH for a full refund. If you have opened the CD container before reading the printed license agreement and are now reading this Agreement from one of the CD's in the package, and you disagree with any of the terms of this Agreement, please immediately replace the CD in the container and return it to Aztech along with your original invoice or receipt for a full refund. In addition, immediately destroy all copies of the package or any of its components. DEFINITIONS ---------------- The following definitions apply to the terms as they appear in this agreement: "AZTECH" means AZTECH NEW MEDIA CORP. "You" and "Your" refer to any person or entity that acquires or uses this package. "Package" means the software, images, data, printed image catalogue of Fashion, Advertising and Lifestyles, in whole or in part, and other items accompanying this Agreement. "Software" means the computer program contained in this package, together with all codes, techniques, software tools, formats, designs, concepts, methods, and ideas associated with that computer program. The term also includes all copies of any part of the software, the optical media and contents, as well as the manual(s) and other printed materials contained in this package. "Image manipulation" means significantly altering, via software, any of the supplied digital images such that an image from the package that has been "manipulated" is no longer recognizable as having come from an original image in this package. COPYRIGHT/PROPRIETARY PROTECTION -------------------------------- The software is owned and copyrighted by AZTECH and/or its suppliers and is protected by United States and International copyright laws as well as international trade provisions. You must treat the software like any other copyrighted material. The software involves valuable proprietary rights of AZTECH and others. There is no transfer to you of any title to, or ownership of, the software or any patent, copyright, trade secret, trade name, trademark, and other proprietary rights related to the software, regardless of the form in which the original or other copies exist. You must not violate these rights and you must take appropriate steps to protect AZTECH's rights. AZTECH may, at any time, replace, modify, alter, improve, enhance, or change the software without notice. Both the license and your right to use the software terminate automatically if you violate any part of this Agreement. In the event of termination you must immediately destroy all copies of the software and return the original to AZTECH. PERMITTED USES -------------- AZTECH grants you a single user, non-exclusive license to use the software in this package according to the terms as follows. You MAY: ù Operate the software on only one computer at a time. ù Use the package for any purpose, whether for video display, print media or otherwise and whether for commercial or personal use, provided the primary value of the product you are producing, or the service you are providing, is not the image(s) itself (themselves). For clarity, you may use the package for advertisements, brochures, newsletters, marketing literature, company presentations, etc. ù After written notification to AZTECH, transfer all (but no lesser portion) of the package to another person or entity who, in turn, must agree to, and be subject to, this Agreement. PROHIBITED USES --------------- You may NOT: ù Copy or distribute copies of the software, documentation or the package to others. ù Copy any portion of the software except for image manipulation as described above under Permitted Uses. ù Modify the software or merge it with another program. ù Translate or create derivative works based on the software, except for image manipulation. ù Remove, obscure, or alter any notice of the patent, copyright, or other proprietary rights related to the software or package. ù Publish, sub-license, sell, re-sell, distribute, give away, lend, rent, lease or provide to others, in whole or in part, the software or the package. ù Operate the software on more than one computer at a time. If you wish to operate the software on a network, please contact AZTECH to request a site or network license agreement. ù Transfer the software or any direct product to any person or entity in violation of the United States Export Administration Act. ù Reverse-engineer, disassemble, decomply, or make any attempt to discover the source code to the software. ù Use the package for any purpose where the primary value is the images themselves. For clarity, you may NOT use the package for calendars, coffee table books, tee-shirts, post cards, etc. where the primary value is the images themselves. You are strongly encouraged to submit in writing to Aztech any questions you may have regarding the interpretation of this license (fax: 416-738-1961). ù Use the product or software in immoral, scandalous, controversial, derogatory, obscene or offensive works. LIMITED WARRANTY ---------------- AZTECH warrants that, upon delivery by AZTECH of the CD's on which the software is distributed, the package will be free from defects of workmanship and that the software will substantially conform to the specifications established by AZTECH. AZTECH does not warrant that the software is free from all bugs, errors, and omissions. This warranty gives you specific legal rights, and you may also have other rights that vary from state to state and country to country. If any of the software fails to comply with the warranties set forth above, AZTECH's sole liability is to replace the package or portion thereof, or at AZTECH's option, make a reasonable effort to correct the program errors. You must however return all copies of the software, along with a copy of your paid CD's invoice, to AZTECH within ninety (90) days of the date you purchased the software. If AZTECH is unable to correct the defective CD or program error, AZTECH's sole liability is to refund all or a fair portion of the price you paid for the package, at AZTECH's option. The refund shall fully satisfy all your claims for the consequences of the software, CD or disk failure. Any replacement software will be warranted for the rest of the original 90-day warranty period or for 30 days from the date you received the replacement, whichever is longer. The duration of any implied warranties including, without limitation, the implied warranties of merchantability and fitness, shall be limited to the duration of the warranty period described above. Except as specifically set forth above, AZTECH shall not be liable for any: ù bug, error, omission, defect, deficiency or non-conformity in any software; ù claim of infringement; ù claim in tort, whether or not arising, in whole or in part, from AZTECH's fault, negligence, strict liability or product liability; ù claim or any indirect, incidental, special or consequential damages, cover or loss of revenue, or use; Notwithstanding anything to the contrary contained herein, other than a properly authorized new license agreement replacing this one in writing and making appropriate reference to such replacement, any written or oral information or advice given by AZTECH distributors, agents, representatives, or employees shall in no way increase the scope of this warranty. Nor may you rely on any such written or oral communication. Some states and provinces may not allow limitations on how long an implied warranty lasts or exclusion or limitation of consequential damages; therefore, the limitations set forth in this warranty may not apply to you. The foregoing limitations of warranty and liability inure to the benefit of AZTECH licensees having an interest in the package. GENERAL -------------- Colors may vary from the color of the images displayed on a screen or on the accompanying posters/catalog, to that on final print. You must therefore make color proofs of the images prior to printing to assure yourself as to color and resolution suitability. You, rather than AZTECH, accepts all liabilities (except for the license granted herein to properly use these images) arising out of the usage of this package or the software contained herein. You agree that Aztech's maximum liability for any cause of any action of any kind is limited to the replacement value of a single package. AZTECH is not responsible for maintaining or helping you to use the software, unless as part of a separate Technical Support Program. This Agreement constitutes the entire agreement and supersedes any prior agreement between AZTECH and you concerning the contents of this package. AZTECH is not bound by any provision of any purchase order, receipt, acceptance, confirmation, correspondence, or change unless such is written and signed by a duly authorized officer of AZTECH. This Agreement is governed by the laws and procedures of Ontario, Canada. All correspondence to AZTECH may be sent to: Aztech New Media Corp. 2255 Markham Road Scarborough, Ontario, Canada M1B 2W3