PLEASE CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS OF THE AGREEMENT BELOW. IF YOU DO NOT AGREE WITH ANY TERM OR CONDITION, THEN YOU ARE NOT AUTHORIZED TO USE THE SOFTWARE, AND YOU ARE NOT AUTHORIZED TO DOWNLOAD OR INSTALL THE SOFTWARE.

For the purposes of this Agreement, "Software" means the software provided by iWATCHNOW TECHNOLOGY INC. or its affiliates ("iWATCHNOW") to you for installation on your computer.

iWATCHNOW RESERVES THE RIGHT TO CHANGE THESE TERMS FROM TIME TO TIME. PLEASE REFER TO THE www.VT3Studio.com WEBSITE PERIODICALLY FOR ANY CHANGES. BY CONTINUING TO ACCESS OR USE THE SOFTWARE AFTER iWATCHNOW MAKES ANY SUCH CHANGES, YOU AGREE TO BE BOUND BY THE REVISED TERMS.

1. Limited Personal Use. You have the right to use the Software on a single personal computer solely for a single person's use. By way of example only, you may not install the Software on a network server for use by multiple users. You may make one archival copy of the Software solely for your own emergency backup purposes, provided that you include all copyright and trademark notices on the backup copy. iWATCHNOW may terminate such use right at any time if you engage in any conduct that is, or iWATCHNOW deems, in its sole and absolute discretion, to be a violation of any applicable law or regulation.

2. User Requisites. You represent that you are eighteen (18) years of age or over and authorized to accept this Agreement.

3. Fully Responsible. You assume full and complete responsibility for your use of the Software. iWATCHNOW makes no warranties with respect to the Software. You agree not to use the Software in any manner which violates the rights of any person or entity. In the event you use the Software in any manner which violates the rights of any person or entity, your right to use the Software terminates immediately upon such violation and you agree to indemnify iWATCHNOW, its suppliers and/or customers for any harm caused by such violation.

4. Relationship to Other Software. Some portions of the Software may rely on software received by you from third parties. By way of example, the Software may use third party software that you obtained to convert data to and from data formats selected by you. You acknowledge that neither the Software nor this Agreement alleviates you of your obligations to third parties in connection with such third party software, and you further agree not to use the Software to operate third party software in a manner which violates your obligations to third parties.

5. Only Authorized Activities. You agree not to use the Software to: (a) violate any local, state, national, or international law or regulation; (b) generate any information or material that violates copyright, trademark or other intellectual property law of any jurisdiction; (c) generate any information that violates a privacy right, is abusive, harassing, tortious, defamatory, vulgar, pornographic, obscene, libelous, hateful, or racially, ethnically, or otherwise objectionable; (d) transmit any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of unauthorized solicitation; (e) transmit any material that contains adware, malware, spyware, software viruses, or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment; (f) stalk, harass, or harm another individual; (g) impersonate any person or entity, delete another person's material without permission, or otherwise misrepresent your affiliation with a person or entity; (h) interfere with or disrupt third party servers or networks or cause an unreasonable load on third party servers or networks, (i) disobey any requirements, procedures, policies, or regulations of third parties, or (j) take any other action that iWATCHNOW deems, in its sole discretion, to be an improper use of the Software.

6. Reverse Engineering. You agree not to decipher, decompile, disassemble or reverse engineer any of the Software or data generated by the Software.

7. Output. With respect to any information you transmit or generate, or make available for transmission to others, using the Software (hereafter, "output"), you represent and warrant that: (a) you own all rights in the output (including, without limitation, all rights to the audio, video, or digital recording, and the performances contained in the output) or, alternatively, you have acquired all necessary rights in the output; (b) you have paid and will pay in full all license fees, clearance fees, and other financial obligations, of any kind, arising from any use or commercial exploitation of the output; (c) you are the individual pictured and/or heard in the output, or, alternatively, you have obtained permission, including all relevant publicity, moral and performance rights, from each person (including consent from parents or guardians for any individual under the age of eighteen (18)) who appears and/or is heard in the output; and (d) you will make such permissions available upon request. You agree to keep all records necessary to establish that the output does not violate any of the foregoing representations and warranties and to make such records available upon the request of iWATCHNOW. YOU ARE RESPONSIBLE FOR MAKING SURE ALL THE OUTPUT IS PROPERLY BACKED UP SO YOU HAVE READY ACCESS THERETO IN THE EVENT OF LOSS, CORRUPTION OR INTERRUPTION OR TERMINATION OF THE SOFTWARE.

8. No Other Rights. As between you and iWATCHNOW, you acknowledge that you obtain no ownership rights in the Software and that no other rights, other than those expressly set forth herein, are granted or implied. By way of example only, you may not provide copies of or perform or display the Software to third parties; modify, merge, create derivative works from the Software; incorporate the Software into other software; or rent, lease, license or sublicense the Software to any third party. As between you and iWATCHNOW, ownership in the Software and copies thereof, including the ownership of any associated Software and trade secrets, trademarks, service marks, patents, and copyrights associated therewith, remains in iWATCHNOW. All copies of the Software remain the property of iWATCHNOW. iWATCHNOW retains the rights to exploit the Software for all purposes of iWATCHNOW and its customers.

9. Feedback. iWATCHNOW will have the right to use any comments, criticisms, reports, or other feedback, whether in oral or written form, you provide to iWATCHNOW regarding the function, features, and other characteristics of the Software including, without limitation, any errors, problems, security issues, or defects in, or suggestions for changes or improvements to, the Software in any manner it deems appropriate.

10. Export Laws. You acknowledge that the laws and regulations of the United States restrict the export and re-export of commodities and technical data of United States origin, including the Software. You agree that you will not export or re-export the Software in any form in violation of the laws of the United States or any foreign jurisdiction. You understand that the Software contains encryption technology that may require export approvals from the United States Government or any other jurisdiction.

11. U.S. Government End Users. The Software and any related documentation are "commercial items" as that term is defined in 48 C.F.R. §2.101, consisting of "commercial computer software" and "commercial computer software documentation", as such terms are defined in 48 C.F.R. §252.227-7014(a)(5) and 48 C.F.R. §252.227-7014(a)(1), and used in 48 C.F.R. §12.212 and 48 C.F.R. §227.7202, as applicable. Pursuant to 48 C.F.R. §12.212, 48 C.F.R. §252.227-7015, 48 C.F.R. §227.7202 through §227.7202-4, 48 C.F.R. §52.227-19, and other relevant sections of the United States Code of Federal Regulations, as applicable, the Software and related documentation are distributed and licensed to United States Government end users with only those contained in these terms.

12. No Warranties. iWATCHNOW IS PROVIDING THE SOFTWARE "AS IS." TO THE GREATEST EXTENT PERMITTED BY LAW, iWATCHNOW MAKES NO WARRANTIES, EXPRESS OR IMPLIED, AND SPECIFICALLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON INFRINGEMENT OR ANY WARRANTY ARISING BY USAGE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE. TO THE GREATEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL iWATCHNOW BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, BUSINESS INTERRUPTION OR LOSS OF INFORMATION, RELATING TO THE SOFTWARE OR MATERIALS ASSOCIATED THEREWITH OR ARISING OUT OF THIS AGREEMENT, EVEN IF iWATCHNOW HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE AGGREGATE LIABILITY OF iWATCHNOW FOR ANY AND ALL CLAIMS AND DAMAGES ARISING OUT OF THE SUBJECT MATTER OF THIS AGREEMENT WILL BE LIMITED TO THE AMOUNT, IF ANY, PAID BY YOU FOR THIS LICENSE. For the purposes of this paragraph only, references to iWATCHNOW shall be deemed to include iWATCHNOW's affiliates, employees, directors, officers, licensees, representatives and subcontractors, suppliers and distributors. BECAUSE SOME STATES MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF THE FOREGOING WARRANTIES, LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, OR OTHER CLAIMS AND DAMAGES, THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN THE EVENT APPLICABLE STATE OR FEDERAL LAW DOES NOT ALLOW THE COMPLETE EXCLUSION OR LIMITATION OF LIABILITY OF CLAIMS AND DAMAGES AS SET FORTH IN THIS AGREEMENT, iWATCHNOW's LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

13. No High Risk Activities. The Software is not fault-tolerant and is not designed, manufactured or intended for use or resale as on-line control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, medical equipment, direct life support machines, weapons systems or any other business, system or product in which the failure of the Software could lead to death, personal injury, or severe physical or environmental damage ("High Risk Activities"). You agree that iWATCHNOW will not be liable for any claims or damages arising from the use of the Software in such applications.

14. Fixes. You will only use the most recent version of the Software made available by iWATCHNOW to you; updates to Software (if any) may be provided during the term of this Agreement.

15. Additional Terms. As used in this Agreement, the terms "including," "by way of example" or any variation thereof means "including but not limited to" and "by way of example only and without limitation," respectively, and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it. Descriptive headings and titles are inserted for convenience of reference only and do not constitute a part of and shall not be utilized in interpreting this Agreement. This Agreement shall be fairly interpreted in accordance with its terms and without any presumption in favor of or against either Party regardless of the drafter. This Agreement, including questions relating to its validity, shall be governed by the laws of the State of California without regard to its or another jurisdiction's conflicts of law rules. Any suit relating to this Agreement, including counterclaims, shall be brought and prosecuted only in L.A. County Western District - Santa Monica - for state law claims and the Central District of California, Western Division for federal claims; provided, however, that a suit may be brought in any court having requisite jurisdiction and venue in the event that the courts of the aforementioned court does not have, or declines, subject matter jurisdiction, personal jurisdiction or venue relating to the suit. Each of the Parties hereby irrevocably submits to the jurisdiction of the courts L.A. County Western District - Santa Monica - for state law claims and the Central District of California, Western Division for federal claims for such suit and waives any objection based on forum non conveniens or venue being laid therein. If any provision of this Agreement is deemed illegal or unenforceable, the requirements of the provision shall remain to the full extent permissible by law and the offending portions thereof shall be deemed replaced, to the extent possible, with a provision most closely reflecting the purpose of the offending provision. This Agreement constitutes the entire agreement between the Parties concerning its subject matter and supersedes all prior written or oral negotiations, correspondence, understandings and agreements between the Parties respecting such subject matter. No provision of this Agreement shall be deemed modified by any action or omission or failure to object to any action that may be inconsistent with the terms of this Agreement. No waiver of a breach committed by a Party in one instance shall constitute a waiver or license to commit or continue breaches in other or like instances.

16. Privacy Policy. You agree to be bound by iWATCHNOW's VT3 Studio Privacy Policy, a copy of which is available at: http://www.vt3studio.com/. iWATCHNOW may change the content and location of the VT3 Studio Privacy Policy in its discretion, and you agree to be bound by such changes.