RICHFX Ltd.

END USER LICENSE AGREEMENT

REDISTRIBUTION NOT PERMITTED
Software License for RichFX Player
IMPORTANT -- READ CAREFULLY: This License Agreement for the RichFX Player ("Lice
nse Agreement") is a legal agreement between you (either an individual or an ent
ity) and RichFX Ltd. and its suppliers and licensors (collectively "RichFX") for
RichFX Player software ("Software"). By clicking on the "I Accept" button, ins
talling, copying or otherwise using the Software, you agree to be bound by the t
erms of this License Agreement. If you do not agree to the terms of this Licens
e Agreement, click on the "I Do Not Accept" button and/or do not install the Sof
tware.
1. GRANT OF LICENSE. RichFX and its suppliers and licensors (collectively
"RichFX") hereby grant to you a non-exclusive license to use the Software and re
lated Documentation, if any, subject to the following terms:
a) You may: (i) use the Software on any single computer; (ii) copy the Soft
ware for back-up, archival purposes provided any copy must contain all of the or
iginal Software's proprietary notices.

b) RichFX may modify this agreement upon written notice to you, including postin
g such a change or revised agreement on RichFX s web site.
2. LICENSE RESTRICTIONS.
a) You may not: (i) permit other individuals to use the Software except und
er the terms listed above; (ii) modify, translate, reverse engineer, decompile,
disassemble (except to the extent that this restriction is expressly prohibited
by law) or create derivative works based upon the Software or Documentation; (ii
i) copy the Software or Documentation (except for back-up or archival purposes);
(iv) rent, lease, transfer, or otherwise transfer rights to the Software or Doc
umentation; or (v) remove any proprietary notices or labels on the Software or D
ocumentation. The recording and playback features of this Software are intended
only for use with public-domain or properly licensed content and content creati
on tools. You may require a patent, copyright, or other license from a third pa
rty to create, copy, record or save content files for playback by this Software
or to serve or distribute such files to be played back by this Software.
b) You agree that you shall only use the Software and Documentation in a manner
that complies with all applicable laws in the jurisdiction in which you use the
Software and Documentation, including, but not limited to, applicable restrictio
ns concerning copyright and other intellectual property rights.
c) The Software is for private use only. Copies of content files, including, bu
t not limited to audio and video recordings, which are downloaded or copied usin
g the Software, and which are protected by the copyright laws or related laws of
any jurisdiction, may not be distributed to third parties or performed outside
your normal circle of family and social acquaintances. You may not use the Soft
ware to alter or adapt content files.
d) You may not use the Software in conjunction with any device or service design
ed to circumvent technological measures employed to control access to, or the ri
ghts in, a content file or other work protected by the copyright laws of any jur
isdiction.
3. COPIES OF SOFTWARE AND ENHANCEMENTS. This license does not grant you an
y right to any enhancement or update.
4. AUTOUPDATE. The autoupdate function in the Software automatically commu
nicates with RichFX's servers on the Internet to check for updates to the Softwa
re, such as bug fixes, patches, enhanced functions, and new versions. Autoupdat
e may notify you when updates are available. You agree that RichFX may from tim
e to time, through the autoupdate function, upload updates and install them as p
art of your Software. Although RichFX uses encryption technology to provide sec
urity for the autoupdate process, RichFX is not responsible for the failure of s
uch security measures.
5. TITLE. Title, ownership, rights, and intellectual property rights in an
d to the Software and Documentation shall remain in RichFX. The Software is pro
tected by the copyright laws of the United States and international copyright tr
eaties. Title, ownership rights and intellectual property rights in and to the
content accessed through the Software including the content contained in the Sof
tware media demonstration files shall be retained by the applicable content owne
r and may be protected by applicable copyright or other law. This license gives
you no rights to such content.
6. NO WARRANTY. The Software is being delivered to you "AS IS" and RichFX m
akes no warranty as to its use or performance. RICHFX AND ITS DISTRIBUTORS DO NO
T AND CANNOT WARRANT THE PERFORMANCE OR RESULTS YOU MAY OBTAIN BY USING THE SOFT
WARE. EXCEPT FOR ANY WARRANTY, CONDITION, REPRESENTATION OR TERM TO THE EXTENT T
O WHICH THE SAME CANNOT OR MAY NOT BE EXCLUDED OR LIMITED BY LAW APPLICABLE TO Y
OU IN YOUR JURISDICTION, RICHFX AND ITS DISTRIBUTORS MAKE NO WARRANTIES CONDITIO
NS, REPRESENTATIONS, OR TERMS (EXPRESS OR IMPLIED WHETHER BY STATUTE, COMMON LAW
, CUSTOM, USAGE OR OTHERWISE) AS TO ANY MATTER INCLUDING WITHOUT LIMITATION NON-
INFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY, INTEGRATION, SATISFACTORY Q
UALITY, OR FITNESS FOR ANY PARTICULAR PURPOSE.
7. LIMITATION OF LIABILITY. IN NO EVENT WILL RICHFX OR ITS DISTRIBUTORS BE
LIABLE TO YOU FOR ANY DAMAGES, CLAIMS OR COSTS WHATSOEVER OR ANY CONSEQUENTIAL,
INDIRECT, INCIDENTAL DAMAGES, OR ANY LOST PROFITS OR LOST SAVINGS, EVEN IF A RIC
HFX REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, DAMAGES, CL
AIMS OR COSTS OR FOR ANY CLAIM BY ANY THIRD PARTY. THE FOREGOING LIMITATIONS AND
EXCLUSIONS APPLY TO THE EXTENT PERMITTED BY APPLICABLE LAW IN YOUR JURISDICTION
. RICHFX'S AGGREGATE LIABILITY AND THAT OF ITS DISTRIBUTORS UNDER OR IN CONNECTI
ON WITH THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT PAID FOR THE SOFTWARE, IF
ANY. Nothing contained in this Agreement limits RichFX's liability to you in the
event of death or personal injury resulting from RichFX's negligence or for the
tort of deceit (fraud). RichFX is acting on behalf of its distributors for the
purpose of disclaiming, excluding and/or limiting obligations, warranties and li
ability as provided in this Agreement, but in no other respects and for no other
purpose.
8. INDEMNIFICATION. This software is intended for use only with properly l
icensed media, content, and content creation tools. It is your responsibility t
o ascertain whether any copyright, patent or other licenses are necessary and to
obtain any such licenses to serve and/or create or compress such media and cont
ent. You agree to transmit and/or compress only those materials for which you h
ave the necessary patent, copyright and other permissions, licenses, and/or clea
rances. You agree to hold harmless, indemnify and defend RichFX, its officers,
directors and employees, from and against any losses, damages, fines and expense
s (including attorneys' fees and costs) arising out of or relating to any claims
that you have encoded, compressed, copied or transmitted any materials (other t
han materials provided by RichFX) in connection with the Software in violation o
f another party's rights or in violation of any law. If you are importing the S
oftware from the United States, you shall indemnify and hold RichFX harmless fro
m and against any import and export duties or other claims arising from such imp
ortation.
9. TERMINATION: This License Agreement shall terminate automatically if you
fail to comply with the limitations described in this license. No notice shall
be required from RichFX to effectuate such termination. Upon termination, you
must destroy all copies of the Software and Documentation.
10. U.S. GOVERNMENT RESTRICTED RIGHTS AND EXPORT RESTRICTIONS: U.S. GOVERNME
NT RESTRICTED RIGHTS: This Software and documentation are provided with RESTRIC
TED RIGHTS. Manufacturer is RichFX Ltd. 11A Derech Ben Guriun St. Beni Brak, Is
rael 5126011. You are responsible for complying with all trade regulations and
laws both foreign and domestic. You acknowledge that none of the Software or un
derlying information or technology may be downloaded or otherwise exported or re
-exported (i) into (or to a national or resident of) Cuba, Iraq, Libya, Sudan, N
orth Korea, Iran, Syria or any other country subject to a U.S. embargo; or (ii)
to anyone on the U.S. Treasury Department's list of Specially Designated Nationa
ls or the U.S. Commerce Department's Denied Parties List or Entity List. By usi
ng the Software you are agreeing to the foregoing and are representing and warra
nting that (i) no U.S. federal agency has suspended, revoked, or denied you expo
rt privileges, (ii) you are not located in or under the control of a national or
resident of any such country or on any such list, and (iii) you will not export
or re-export the Software to any prohibited county, or to any prohibited person
, entity, or end-user as specified by U.S. export controls.
11. MISCELLANEOUS. This License Agreement shall constitute the complete and
exclusive agreement between us, notwithstanding any variance with any purchase o
rder or other written instrument submitted by you, whether formally rejected by
RichFX or not. The terms and conditions contained in this License Agreement ma
y not be modified except in a writing duly signed by you and an authorized repre
sentative of RichFX. If any provision of this License Agreement is held to be u
nenforceable for any reason, such provision shall be reformed only to the extent
necessary to make it enforceable, and such decision shall not affect the enforc
eability of such provision under other circumstances, or of the remaining provis
ions hereof under all circumstances. This License Agreement shall be governed b
y the laws of the Country of Israel, without regard to conflicts of law provisio
ns, and you hereby consent to the exclusive jurisdiction of the state court sitt
ing in the city of Tel Aviv, Israel. Any and all unresolved disputes arising un
der this License Agreement shall be submitted to arbitration in the Country of I
srael; except that, to the extent that you have breached or have indicated your
intention to breach this License Agreement in any manner which may cause continu
ing or irreparable harm to RichFX (including, but not limited to, any breach tha
t may impact RichFX's intellectual property rights, or a breach by reverse engin
eering), RichFX may seek injunctive relief, or any other appropriate relief, in
any court of competent jurisdiction. Any arbitration of a dispute under this Ag
reement shall be conducted under the rules then prevailing of the Israeli Arbitr
ation Regulations. The arbitrator's award shall be binding and may be entered as
a judgment in any court of competent jurisdiction. This License Agreement will
not be governed by the United Nations Convention of Contracts for the Internati
onal Sale of Goods, the application of which is hereby expressly excluded.