HELIOS INTERACTIVE INCORPORATED ART ASSET License Agreement NOTICE TO USER: PLEASE READ THIS AGREEMENT CAREFULLY. BY COPYING, INSTALLING OR USING ALL OR ANY PORTION OF THE ART ASSETS (ASSETS) CONTAINED WITHIN, YOU ACCEPT ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, INCLUDING, IN PARTICULAR THE LIMITATIONS ON: USE CONTAINED IN SECTION 2; TRANSFERABILITY IN SECTION 4; DISCLAIMER OF WARRANTY IN SECTIONS 6; LIABILITY IN SECTION 7; AND SPECIFIC PROVISIONS AND EXCEPTIONS IN SECTION 9. YOU AGREE THAT THIS AGREEMENT IS LIKE ANY WRITTEN NEGOTIATED AGREEMENT SIGNED BY YOU. THIS AGREEMENT IS ENFORCEABLE AGAINST YOU AND ANY LEGAL ENTITY THAT OBTAINED THE ASSETS AND ON WHOSE BEHALF IT IS USED: FOR EXAMPLE, IF APPLICABLE, YOUR EMPLOYER. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT USE THE ASSETS. YOU MAY HAVE ANOTHER WRITTEN AGREEMENT DIRECTLY WITH HELIOS INTERACTIVE (E.G., A VOLUME LICENSE AGREEMENT) THAT SUPPLEMENTS OR SUPERSEDES ALL OR PORTIONS OF THIS AGREEMENT. HELIOS INTERACTIVE AND ITS SUPPLIERS OWN ALL INTELLECTUAL PROPERTY IN THE ASSETS. THE ASSETS ARE LICENSED, NOT SOLD. HELIOS INTERACTIVE PERMITS YOU TO COPY, DOWNLOAD, INSTALL, USE, OR OTHERWISE BENEFIT FROM THE FUNCTIONALITY OR INTELLECTUAL PROPERTY OF THE ASSETS ONLY IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT. USE OF SOME THIRD PARTY MATERIALS AND SERVICES INCLUDED IN OR ACCESSED THROUGH THE ASSETS MAY BE SUBJECT TO OTHER TERMS AND CONDITIONS TYPICALLY FOUND IN A SEPARATE LICENSE AGREEMENT, TERMS OF USE OR "READ ME" FILE LOCATED WITHIN OR NEAR SUCH MATERIALS AND SERVICES. 1. Definitions. "HELIOS" means HELIOS INTERACTIVE Incorporated, a Delaware corporation located at 1 Purlieu Place, Suite 110, Winter Park, Florida, 32792. "Computer" means a computer device that accepts information in digital or similar form and manipulates it for a specific result based on a sequence of instructions. "Internal Network" means a private, proprietary network resource accessible only by employees and individual contractors (i.e., temporary employees) of a specific corporation or similar business entity. Internal Network does not include the Internet or any other network community open to the public, such as membership or subscription driven groups, associations and similar organizations. "Permitted Number" means one (1) unless otherwise indicated under a valid license (e.g., volume license) granted by HELIOS. "ASSETS" means (a) all of the information with which this agreement is provided, including but not limited to (i) HELIOS or third party files and other computer information; (ii) sample and stock photographs, images, sounds, clip art, 3D models, project templates, scripts, and other artistic works bundled with the ASSETS and not obtained from HELIOS or another party through a separate service ("Content Files"); (iii) related explanatory written materials and files ("Documentation"); and (iv) fonts;. “Games” means any exported runtime that is created with the ASSETS for entertainment purposes only. Games do not include industrial or commercial applications for visualization, simulation, virtual worlds, training or other applications for non-entertainment related purposes. 2. License If you obtained the ASSETS from HELIOS or one of its authorized licensees and as long as you comply with the terms of this agreement, HELIOS grants you a non-exclusive license to use the ASSETS in the manner and for the purposes described. 2.1 General Use You may install and use one copy of the ASSETS on up to the Permitted Number of your compatible Computers; or 2.2 Server Deployment You may install the Permitted Number of copies of the ASSETS on the Permitted Number of Computer file server(s) within your Internal Network for the purpose of downloading and installing the ASSETS on up to the Permitted Number of Computers within the same Internal Network; or 2.3 Server Use You may install the Permitted Number of copies of the ASSETS on the Permitted Number of Computer file server(s) within your Internal Network only for use of the ASSETS initiated by an individual through commands, data or instructions (e.g., scripts) from a Computer within the same Internal Network. The total number of users (not the concurrent number of users) permitted to use the ASSETS on such Computer file server(s) may not exceed the Permitted Number. No other network use is permitted, including, but not limited to use of the ASSETS, either directly or through commands, data or instructions, (i) from or to a Computer not part of your Internal Network, (ii) for enabling Internet or web hosted services, (iii) by any user not licensed to use the ASSETS under a valid license from HELIOS, (iv) as a component of a system, workflow or service accessible by more than the Permitted Number of users, or (v) for operations not initiated by an individual user (e.g., high-volume automated server processing of wire feed content); and 2.4 Portable or Home Computer Use The primary user of the Computer on which the ASSETS are installed may install a second copy of the ASSETS for his or her exclusive use on either a portable Computer or a Computer located at his or her home, provided the ASSETS on the portable or home Computer are not used at the same time as the ASSETS on the primary Computer. 2.5 Game Exported Runtime 2.5.1 You may use the ASSETS for the purposes of making an unlimited number of electronic single or multi-user Games. 2.5.2 You may publicly sell, distribute, release, publish, transmit and/or exploit any Games created by with the ASSETS. 3. Intellectual Property Ownership The ASSETS and any authorized copies that you make are the intellectual property of and are owned by HELIOS INTERACTIVE INCORPORATED. The structure, organization and code of the ASSETS are the valuable trade secrets and confidential information of HELIOS INTERACTIVE INCORPORATED. The ASSETS are protected by law, including but not limited to the copyright laws of the United States and other countries, and by international treaty provisions. Except as expressly stated herein, this agreement does not grant you any intellectual property rights in the ASSETS and all rights not expressly granted are reserved by HELIOS INTERACTIVE INCORPORATED. 4. Restrictions 4.1 Notices You may not copy the ASSETS except as set forth in Section 2 and 9. Any permitted copy of the ASSETS that you make must contain the same copyright and other proprietary notices that appear on or in the ASSETS. 4.2 No Transfer YOU MAY NOT RENT, LEASE, SELL, SUBLICENSE, ASSIGN OR TRANSFER YOUR RIGHTS IN THE ASSETS, OR AUTHORIZE ANY PORTION OF THE ASSETS TO BE COPIED ONTO ANOTHER INDIVIDUAL OR LEGAL ENTITY'S COMPUTER EXCEPT AS MAY BE PERMITTED HEREIN. 5. DISCLAIMER OF WARRANTY THE FOREGOING LIMITED WARRANTY IS THE ONLY WARRANTY MADE BY HELIOS INTERACTIVE AND ITS AFFILIATES AND STATES THE SOLE AND EXCLUSIVE REMEDIES FOR HELIOS INTERACTIVE, ITS AFFILIATES OR SUPPLIERS' BREACH OF WARRANTY. EXCEPT FOR THE FOREGOING LIMITED WARRANTY AND ANY WARRANTY, CONDITION, REPRESENTATION OR TERM TO THE EXTENT THE SAME CANNOT OR MAY NOT BE EXCLUDED OR LIMITED BY LAW APPLICABLE TO YOU IN YOUR JURISDICTION, HELIOS AND ITS AFFILIATES AND SUPPLIERS PROVIDE THE ASSETS AND ACCESS TO ANY WEBSITES, ONLINE SERVICES AND CD SERVICES AS-IS AND WITH ALL FAULTS AND EXPRESSLY DISCLAIM ALL OTHER WARRANTIES, CONDITIONS, REPRESENTATIONS OR TERMS, EXPRESS OR IMPLIED, WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE OR OTHERWISE AS TO ANY MATTER, INCLUDING BUT NOT LIMITED TO PERFORMANCE, SECURITY, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, INTEGRATION, MERCHANTABILITY, QUIET ENJOYMENT, SATISFACTORY QUALITY OR FITNESS FOR ANY PARTICULAR PURPOSE. The provisions of Sections 6 and Section 7 will survive the termination of this agreement, howsoever caused, but this will not imply or create any continued right to use the ASSETS after termination of this Agreement. 6. LIMITATION OF LIABILITY EXCEPT FOR THE EXCLUSIVE REMEDY SET FORTH ABOVE AND AS OTHERWISE PROVIDED IN SECTION 9, IN NO EVENT WILL HELIOS OR ITS AFFILIATES OR SUPPLIERS BE LIABLE TO YOU FOR ANY LOSS, DAMAGES, CLAIMS OR COSTS WHATSOEVER INCLUDING ANY CONSEQUENTIAL, INDIRECT OR INCIDENTAL DAMAGES, ANY LOST PROFITS OR LOST SAVINGS, ANY DAMAGES RESULTING FROM BUSINESS INTERRUPTION, PERSONAL INJURY OR FAILURE TO MEET ANY DUTY OF CARE, OR CLAIMS BY A THIRD PARTY, EVEN IF A HELIOS REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, DAMAGES, CLAIMS OR COSTS. THE FOREGOING LIMITATIONS AND EXCLUSIONS APPLY TO THE EXTENT PERMITTED BY APPLICABLE LAW IN YOUR JURISDICTION. HELIOS’S AGGREGATE LIABILITY AND THAT OF ITS AFFILIATES AND SUPPLIERS UNDER OR IN CONNECTION WITH THIS AGREEMENT WILL BE LIMITED TO THE AMOUNT PAID FOR THE ASSETS, IF ANY. THIS LIMITATION WILL APPLY EVEN IN THE EVENT OF A FUNDAMENTAL OR MATERIAL BREACH OR A BREACH OF THE FUNDAMENTAL OR MATERIAL TERMS OF THIS AGREEMENT. Nothing contained in this agreement limits HELIOS’s liability to you in the event of death or personal injury resulting from HELIOS’s negligence or for the tort of deceit (fraud). HELIOS is acting on behalf of its affiliates and suppliers for the purpose of disclaiming, excluding and limiting obligations, warranties and liability, but in no other respects and for no other purpose. 7. Governing Law This agreement will be governed by and construed in accordance with the substantive laws in force in: the State of Florida, and the courts of Orange County, Florida. This agreement will not be governed by the conflict of law rules of any jurisdiction or the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. 8. Compliance with Licenses If you are a business, company or organization, you agree that upon request from HELIOS or its authorized representative you will within thirty (30) days fully document and certify that use of any and all HELIOS ASSETS at the time of the request is in conformity with your valid licenses from HELIOS. 9. Specific Provisions and Exceptions This section sets forth specific provisions related to certain components of the ASSETS as well as limited exceptions to the above terms and conditions. To the extent that any provision in this section is in conflict with any other term or condition in this agreement, this section will supersede such other term or condition. 9.1 You are required to take all reasonable measures to avoid and reduce damages, in particular to make back-up copies of the ASSETS and your computer data subject to the provisions of this agreement. 9.2 HELIOS may use your name in connection with the Games and in any customer reference list or in any press release issued by HELIOS regarding the licensing of the ASSETS. If you have any questions regarding this agreement or if you wish to request any information from HELIOS please use the address and contact information included with this product to contact the HELIOS office serving your jurisdiction. GAMECORE and GAMECORE3D are either the registered trademarks or trademarks of HELIOS INTERACTIVE Incorporated in the United States and/or other countries.