BY USING THE SDK, YOU AND THE COMPANY OR ENTITY THAT YOU REPRESENT ("YOU") ARE AGREEING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS VXG PLAYER SDK LICENSE AGREEMENT ("AGREEMENT"). IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, CLICK THE "CANCEL" BUTTON AND THE DOWNLOAD AND INSTALLATION PROCESS WILL NOT CONTINUE. IF THESE TERMS ARE CONSIDERED AN OFFER, ACCEPTANCE IS EXPRESSLY LIMITED TO THESE TERMS.

1. GRANT. Subject to Your compliance with all of the terms and conditions of this Agreement, VXG Inc., ("Video Experts Group") hereby grants You a limited, personal, non-sublicensable, non-transferable, nonexclusive license to copy, install and use the SDK development kit that You are about to download along with any documentation that accompanies it (collectively, the "SDK") solely for the purpose of internally creating end user mobile (including tablet) applications ("Application(s)"). You may exercise the foregoing license only within and for the benefit of Your organization. You shall not distribute the SDK to any third party.

2. EVALUATION VERSION AND FULL VERSION. You agree that the Evaluaton Version shall not be used in commercial products and shall be used for evaluation purposes only. The Evaluation version has limitations that can be removed by converting it into a Full version of the SDK. You will have to purchase Full Version to use the SDK in commecrial applications. The Full Version of the SDK is bound to an Application Name and is built for each application individually.

3. RESTRICTIONS. You shall not, directly or indirectly (or allow any third party to): use the SDK to create (or facilitate the creation of) any product or service that is competitive (in any way) with the SDK; rent or lease the SDK; use the SDK for timesharing or service bureau purposes, or otherwise for the benefit of third parties; use the SDK for performing comparisons or other "benchmarking" activities, either alone or in connection with any software (and You will not publish any such performance information or comparisons); use the SDK except as expressly licensed above; or remove or alter or obscure any proprietary notices from the SDK. Further, if Video Experts Group makes available and You use the SDK in compiled form, You shall not decompile, reverse engineer, modify or create derivative works of the SDK (including the runtime components and any other portions thereof).

4. OWNERSHIP; FEEDBACK. As between the parties, title, ownership rights, and intellectual property rights in and to the SDK, and any copies or portions thereof, shall remain in Video Experts Group and its suppliers or licensors. You agree that Video Experts Group may collect and use comments, feedback, suggestions and other technical information provided by you, if any, related to the SDK, and that Video Experts Group may use this information to improve, develop and otherwise provide applications, services and technologies. You understand that Video Experts Group may modify or discontinue offering the SDK at any time. The SDK is protected by the copyright laws. Video Experts Group reserves all rights in the SDK not expressly licensed above.

5. SUPPORT AND UPGRADES. If Video Experts Group provides You with any upgrades, patches, enhancements, or fixes for the SDK, then the items that are provided will become part of the SDK and subject to this Agreement. Video Experts Group shall have no obligation, however, under this Agreement to provide any upgrades, patches, enhancements, fixes or any other support to You for the SDK. Video Experts Group may make such support services available to You under a separate agreement for a fee.

6. INDEMNITY. You agree that Video Experts Group shall have no liability whatsoever for any use You make of the SDK. You hereby agree to indemnify and hold harmless Video Experts Group from any and all claims, demands, damages, losses, liabilities, costs, and expenses (including attorney's fees) arising from Your use of the SDK.

7. WARRANTY AND DISCLAIMER. Video Experts Group PROVIDES THE SDK "AS IS" AND WITHOUT WARRANTY OF ANY KIND, AND Video Experts Group HEREBY DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, PERFORMANCE, ACCURACY, RELIABILITY, AND NON-INFRINGEMENT. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT.

8. LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES (AND UNDER NO LEGAL THEORY, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE) SHALL VIDEO EXPERTS GROUP OR ITS LICENSORS OR SUPPLIERS BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY: (I) DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER, EVEN IF FORESEEABLE, INCLUDING, WITHOUT LIMITATION, COST OF SUBSTITUTE TECHNOLOGY, DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, LOSS OF DATA, COMPUTER FAILURE OR MALFUNCTION, (II) AMOUNTS IN THE AGGREGATE IN EXCESS OF US$100.00, OR (III) MATTERS BEYOND THEIR REASONABLE CONTROL.

9. TERMINATION. You may terminate this Agreement and the license granted herein at any time by destroying or removing from all hard drives, networks, and other storage media all copies of the SDK. Video Experts Group may terminate this Agreement and the license granted herein immediately if You breach any provision of this Agreement. Upon receiving notice of termination from Video Experts Group You agree to destroy or remove from such storage media all copies of the SDK.

10. EXPORT CONTROLS. You shall comply with all export laws and restrictions and regulations of any government agency or authority, and not to export, or allow the export or re-export of the SDK in violation of any such restrictions, laws or regulations. By downloading or using the SDK, You are agreeing to the foregoing and You are representing and warranting that You are not located in, under the control of, or a national or resident of any restricted country or on any such list.

11. MISCELLANEOUS. You shall not assign or transfer any part of this Agreement to any third party. This Agreement represents the complete agreement concerning this license between the parties and supersedes all prior agreements and representations between them. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable. This Agreement shall be governed by and construed under California law. The prevailing party in any action or proceeding to enforce this Agreement will be entitled to costs and attorneys' fees.

VXG Inc. (Video Experts Group)
56 Temperance Street, Suite #700.,
Toronto, Ontario, Canada, M5H 3V5