International Program License Agreement

General Terms

BY DOWNLOADING, INSTALLING, COPYING, ACCESSING, CLICKING ON AN "ACCEPT" BUTTON, OR OTHERWISE USING THE PROGRAM, LICENSEE AGREES TO THE TERMS OF THIS AGREEMENT. IF YOU ARE ACCEPTING THESE TERMS ON BEHALF OF LICENSEE, YOU REPRESENT AND WARRANT THAT YOU HAVE FULL AUTHORITY TO BIND LICENSEE TO THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS,

- DO NOT DOWNLOAD, INSTALL, COPY, ACCESS, CLICK ON AN "ACCEPT" BUTTON, OR USE THE PROGRAM; AND

- PROMPTLY RETURN THE UNUSED MEDIA, DOCUMENTATION, AND PROOF OF ENTITLEMENT TO THE PARTY FROM WHOM IT WAS OBTAINED FOR A REFUND OF THE AMOUNT PAID. IF THE PROGRAM WAS DOWNLOADED, DESTROY ALL COPIES OF THE PROGRAM.

1. Definitions

"Authorized Use" - the specified level at which Licensee is authorized to execute or run the Program. That level may be measured by number of use, term of use, or other level of use specified by 3HS.

"3HS" - 3HS, Inc or one of its business partners.

"License Information" ("LI") - a document that provides information and any additional terms specific to a Program. The LI can be found in the Program's directory, by the use of a system command, or as a booklet included with the Program.

"Program" - the following, including the original and all whole or partial copies: 1) machine-readable instructions and data, 2) components, files, and modules, 3) audio-visual content (such as images, text, recordings, or pictures), and 4) related licensed materials (such as keys and documentation).

"Proof of Entitlement" ("PoE") - evidence of Licensee's Authorized Use. The PoE is also evidence of Licensee's eligibility for warranty, future update prices, if any, and potential special or promotional opportunities. If 3HS does not provide Licensee with a PoE, then 3HS may accept as the PoE the original paid sales receipt or other sales record from the party (either 3HS or its reseller) from whom Licensee obtained the Program, provided that it specifies the Program name and Authorized Use obtained.

"Warranty Period" - one year, starting on the date the original Licensee is granted the license.

2. Agreement Structure

This Agreement includes General Terms, the LI, and the PoE and is the complete agreement between Licensee and 3HS regarding the use of the Program. It replaces any prior oral or written communications between Licensee and 3HS concerning Licensee's use of the Program.

3. License Grant

The Program is owned by 3HS or an 3HS supplier, and is copyrighted and licensed, not sold.

3HS grants Licensee a nonexclusive license to 1) use the Program up to the Authorized Use specified in the PoE, 2) make and install copies to support such Authorized Use, and 3) make a backup copy, all provided that

a. Licensee has lawfully obtained the Program and complies with the terms of this Agreement;

b. the backup copy does not execute unless the backed-up Program cannot execute;

c. Licensee reproduces all copyright notices and other legends of ownership on each copy, or partial copy, of the Program;

d. Licensee ensures that anyone who uses the Program (accessed either locally or remotely) 1) does so only on Licensee's behalf and 2) complies with the terms of this Agreement;

e. Licensee does not 1) use, copy, modify, or distribute the Program except as expressly permitted in this Agreement; 2) reverse assemble, reverse compile, otherwise translate, or reverse engineer the Program, except as expressly permitted by law without the possibility of contractual waiver; 3) use any of the Program's components, files, modules, audio-visual content, or related licensed materials separately from that Program; or 4) sublicense, rent, or lease the Program; and

f. if Licensee obtains this Program as a Supporting Program, Licensee uses this Program only to support the Principal Program and subject to any limitations in the license to the Principal Program, or, if Licensee obtains this Program as a Principal Program, Licensee uses all Supporting Programs only to support this Program, and subject to any limitations in this Agreement. For purposes of this Item "f," a "Supporting Program" is a Program that is part of another 3HS Program ("Principal Program") and identified as a Supporting Program in the Principal Program's LI. (To obtain a separate license to a Supporting Program without these restrictions, Licensee should contact the party from whom Licensee obtained the Supporting Program.)

This license applies to each copy of the Program that Licensee makes.

3.1 Trade-ups, Updates, Fixes, and Patches

3.1.1 Trade-ups

If the Program is replaced by a trade-up Program, the replaced Program's license is promptly terminated.

3.1.2 Updates, Fixes, and Patches

When Licensee receives an update, fix, or patch to a Program, Licensee accepts any additional or different terms that are applicable to such update, fix, or patch that are specified in its LI. If no additional or different terms are provided, then the update, fix, or patch is subject solely to this Agreement. If the Program is replaced by an update, Licensee agrees to promptly discontinue use of the replaced Program.

3.2 Fixed Term Licenses

If 3HS licenses the Program for a fixed term, Licensee's license is terminated at the end of the fixed term, unless Licensee and 3HS agree to renew it.

3.3 Term and Termination

This Agreement is effective until terminated.

3HS may terminate Licensee's license if Licensee fails to comply with the terms of this Agreement.

If the license is terminated for any reason by either party, Licensee agrees to promptly discontinue use of and destroy all of Licensee's copies of the Program. Any terms of this Agreement that by their nature extend beyond termination of this Agreement remain in effect until fulfilled, and apply to both parties' respective successors and assignees.

4. Charges

Charges are based on Authorized Use obtained, which is specified in the PoE. 3HS does not give credits or refunds for charges already due or paid, except as specified elsewhere in this Agreement.

If Licensee wishes to increase its Authorized Use, Licensee must notify 3HS or an authorized 3HS reseller in advance and pay any applicable charges.

5. Taxes

If any authority imposes on the Program a duty, tax, levy, or fee, excluding those based on 3HS's net income, then Licensee agrees to pay that amount, as specified in an invoice, or supply exemption documentation. Licensee is responsible for any personal property taxes for the Program from the date that Licensee obtains it. If any authority imposes a customs duty, tax, levy, or fee for the import into or the export, transfer, access, or use of the Program outside the country in which the original Licensee was granted the license, then Licensee agrees that it is responsible for, and will pay, any amount imposed.

6. Money-back Guarantee

If Licensee is dissatisfied with the Program for any reason and is the original Licensee, Licensee may terminate the license and obtain a refund of the amount Licensee paid for the Program, provided that Licensee returns the Program and PoE to the party from whom Licensee obtained it within 30 days of the date the PoE was issued to Licensee. If the license is for a fixed term that is subject to renewal, then Licensee may obtain a refund only if the Program and its PoE are returned within the first 30 days of the initial term. If Licensee downloaded the Program, Licensee should contact the party from whom Licensee obtained it for instructions on how to obtain the refund.

7. Program Transfer

Licensee may transfer the Program and all of Licensee's license rights and obligations to another party only if that party agrees to the terms of this Agreement. If the license is terminated for any reason by either party, Licensee is prohibited from transferring the Program to another party. Licensee may not transfer a portion of 1) the Program or 2) the Program's Authorized Use. When Licensee transfers the Program, Licensee must also transfer a hard copy of this Agreement, including the LI and PoE. Immediately after the transfer, Licensee's license terminates.

8. Warranty and Exclusions

8.1 Limited Warranty

3HS warrants that the Program, when used in its specified operating environment, will conform to its specifications. The Program's specifications, and specified operating environment information, can be found in documentation accompanying the Program (such as a read-me file) or other information published by 3HS (such as an announcement letter).

The warranty applies only to the unmodified portion of the Program. 3HS does not warrant uninterrupted or error-free operation of the Program, or that 3HS will correct all Program defects. Licensee is responsible for the results obtained from the use of the Program.

During the Warranty Period, 3HS provides Licensee with access to 3HS databases containing information on known Program defects, defect corrections, restrictions, and bypasses at no additional charge. Consult the BizualBuilder Web Site for further information at www.BizualBuilder.com.

8.2 Exclusions

THESE WARRANTIES ARE LICENSEE'S EXCLUSIVE WARRANTIES AND REPLACE ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND ANY WARRANTY OR CONDITION OF NON-INFRINGEMENT. SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF EXPRESS OR IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO LICENSEE. IN THAT EVENT, SUCH WARRANTIES ARE LIMITED IN DURATION TO THE WARRANTY PERIOD. NO WARRANTIES APPLY AFTER THAT PERIOD. SOME STATES OR JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO LICENSEE.

THESE WARRANTIES GIVE LICENSEE SPECIFIC LEGAL RIGHTS. LICENSEE MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE OR JURISDICTION TO JURISDICTION.

THE WARRANTIES IN THIS SECTION 8 (WARRANTY AND EXCLUSIONS) ARE PROVIDED SOLELY BY 3HS. THE DISCLAIMERS IN THIS SUBSECTION 8.2 (EXCLUSIONS), HOWEVER, ALSO APPLY TO 3HS'S SUPPLIERS OF THIRD PARTY CODE. THOSE SUPPLIERS PROVIDE SUCH CODE WITHOUT WARRANTIES OR CONDITION OF ANY KIND. THIS PARAGRAPH DOES NOT NULLIFY 3HS'S WARRANTY OBLIGATIONS UNDER THIS AGREEMENT.

9. Licensee Data and Databases

To assist Licensee in isolating the cause of a problem with the Program, 3HS may request that Licensee 1) allow 3HS to remotely access Licensee's system or 2) send Licensee information or system data to 3HS. However, 3HS is not obligated to provide such assistance unless 3HS and Licensee enter a separate written agreement under which 3HS agrees to provide to Licensee that type of technical support, which is beyond 3HS's warranty obligations in this Agreement. In any event, 3HS uses information about errors and problems to improve its products and services, and assist with its provision of related support offerings. For these purposes, 3HS may use 3HS entities and subcontractors (including in one or more countries other than the one in which Licensee is located), and Licensee authorizes 3HS to do so.

Licensee remains responsible for 1) any data and the content of any database Licensee makes available to 3HS, 2) the selection and implementation of procedures and controls regarding access, security, encryption, use, and transmission of data (including any personally-identifiable data), and 3) backup and recovery of any database and any stored data. Licensee will not send or provide 3HS access to any personally-identifiable information, whether in data or any other form, and will be responsible for reasonable costs and other amounts that 3HS may incur relating to any such information mistakenly provided to 3HS or the loss or disclosure of such information by 3HS, including those arising out of any third party claims.

10. Limitation of Liability

The limitations and exclusions in this Section 10 (Limitation of Liability) apply to the full extent they are not prohibited by applicable law without the possibility of contractual waiver.

10.1 Items for Which 3HS May Be Liable

Circumstances may arise where, because of a default on 3HS's part or other liability, Licensee is entitled to recover damages from 3HS. Regardless of the basis on which Licensee is entitled to claim damages from 3HS (including fundamental breach, negligence, misrepresentation, or other contract or tort claim), 3HS's entire liability for all claims in the aggregate arising from or related to each Program or otherwise arising under this Agreement will not exceed the amount of any 1) damages for bodily injury (including death) and damage to real property and tangible personal property and 2) other actual direct damages up to the charges (if the Program is subject to fixed term charges, up to twelve months' charges) Licensee paid for the Program that is the subject of the claim.

This limit also applies to any of 3HS's Program developers and suppliers. It is the maximum for which 3HS and its Program developers and suppliers are collectively responsible.

10.2 Items for Which 3HS Is Not Liable

UNDER NO CIRCUMSTANCES IS 3HS, ITS PROGRAM DEVELOPERS OR SUPPLIERS LIABLE FOR ANY OF THE FOLLOWING, EVEN IF INFORMED OF THEIR POSSIBILITY:

a. LOSS OF, OR DAMAGE TO, DATA;

b. SPECIAL, INCIDENTAL, EXEMPLARY, OR INDIRECT DAMAGES, OR FOR ANY ECONOMIC CONSEQUENTIAL DAMAGES; OR

c. LOST PROFITS, BUSINESS, REVENUE, GOODWILL, OR ANTICIPATED SAVINGS.

11. Compliance Verification

For purposes of this Section 11 (Compliance Verification), "IPLA Program Terms" means 1) this Agreement and applicable amendments and transaction documents provided by 3HS, and 2) 3HS software policies that may be found at the BizualBuilder Software Policy website (www.BizualBuilder.com), including but not limited to those policies concerning backup, sub-capacity pricing, and migration.

The rights and obligations set forth in this Section 11 remain in effect during the period the Program is licensed to Licensee, and for one year thereafter.

11.1 Verification Process

Licensee agrees to create, retain, and provide to 3HS and its auditors accurate written records, system tool outputs, and other system information sufficient to provide auditable verification that Licensee's use of all Programs is in compliance with the IPLA Program Terms, including, without limitation, all of 3HS's applicable licensing and pricing qualification terms. Licensee is responsible for 1) ensuring that it does not exceed its Authorized Use, and 2) remaining in compliance with IPLA Program Terms.

Upon reasonable notice, 3HS may verify Licensee's compliance with IPLA Program Terms at all sites and for all environments in which Licensee uses (for any purpose) Programs subject to IPLA Program Terms. Such verification will be conducted in a manner that minimizes disruption to Licensee's business, and may be conducted on Licensee's premises, during normal business hours. 3HS may use an independent auditor to assist with such verification, provided 3HS has a written confidentiality agreement in place with such auditor.

11.2 Resolution

3HS will notify Licensee in writing if any such verification indicates that Licensee has used any Program in excess of its Authorized Use or is otherwise not in compliance with the IPLA Program Terms. Licensee agrees to promptly pay directly to 3HS the charges that 3HS specifies in an invoice for 1) any such excess use, 2) support for such excess use for the lesser of the duration of such excess use or one year, and 3) any additional charges and other liabilities determined as a result of such verification.

12. Third Party Notices

The Program may include third party code that 3HS, not the third party, licenses to Licensee under this Agreement. Notices, if any, for the third party code ("Third Party Notices") are included for Licensee's information only. These notices can be found in the Program's NOTICES file(s). Information on how to obtain source code for certain third party code can be found in the Third Party Notices. If in the Third Party Notices 3HS identifies third party code as "Modifiable Third Party Code," 3HS authorizes Licensee to 1) modify the Modifiable Third Party Code and 2) reverse engineer the Program modules that directly interface with the Modifiable Third Party Code provided that it is only for the purpose of debugging Licensee's modifications to such third party code. 3HS's service and support obligations, if any, apply only to the unmodified Program.

13. General

a. Nothing in this Agreement affects any statutory rights of consumers that cannot be waived or limited by contract.

b. For Programs 3HS provides to Licensee in tangible form, 3HS fulfills its shipping and delivery obligations upon the delivery of such Programs to the 3HS-designated carrier, unless otherwise agreed to in writing by Licensee and 3HS.

c. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions of this Agreement remain in full force and effect.

d. Licensee agrees to comply with all applicable export and import laws and regulations, including Korea embargo and sanctions regulations and prohibitions on export for certain end uses or to certain users.

e. Licensee authorizes 3HS, Inc and its subsidiaries (and their successors and assigns, contractors and 3HS Business Partners) to store and use Licensee's business contact information wherever they do business, in connection with 3HS products and services, or in furtherance of 3HS's business relationship with Licensee.

f. Each party will allow the other reasonable opportunity to comply before it claims that the other has not met its obligations under this Agreement. The parties will attempt in good faith to resolve all disputes, disagreements, or claims between the parties relating to this Agreement.

g. Unless otherwise required by applicable law without the possibility of contractual waiver or limitation: 1) neither party will bring a legal action, regardless of form, for any claim arising out of or related to this Agreement more than two years after the cause of action arose; and 2) upon the expiration of such time limit, any such claim and all respective rights related to the claim lapse.

h. Neither Licensee nor 3HS is responsible for failure to fulfill any obligations due to causes beyond its control.

i. No right or cause of action for any third party is created by this Agreement, nor is 3HS responsible for any third party claims against Licensee, except as permitted in Subsection 10.1 (Items for Which 3HS May Be Liable) above for bodily injury (including death) or damage to real or tangible personal property for which 3HS is legally liable to that third party.

j. In entering into this Agreement, neither party is relying on any representation not specified in this Agreement, including but not limited to any representation concerning: 1) the performance or function of the Program, other than as expressly warranted in Section 8 (Warranty and Exclusions) above; 2) the experiences or recommendations of other parties; or 3) any results or savings that Licensee may achieve.

k. 3HS has signed agreements with certain organizations (called "3HS Business Partners") to promote, market, and support certain Programs. 3HS Business Partners remain independent and separate from 3HS. 3HS is not responsible for the actions or statements of 3HS Business Partners or obligations they have to Licensee.

l. The license and intellectual property indemnification terms of Licensee's other agreements with 3HS (such as the 3HS Customer Agreement) do not apply to Program licenses granted under this Agreement.

14. Geographic Scope and Governing Law

14.1 Governing Law

Both parties agree to the application of the laws of the country in which Licensee obtained the Program license to govern, interpret, and enforce all of Licensee's and 3HS's respective rights, duties, and obligations arising from, or relating in any manner to, the subject matter of this Agreement, without regard to conflict of law principles.

The United Nations Convention on Contracts for the International Sale of Goods does not apply.

14.2 Jurisdiction

All rights, duties, and obligations are subject to the courts of the country in which Licensee obtained the Program license.

LICENSE INFORMATION

The Programs listed below are licensed under the following terms and conditions in addition to those of the International Program License Agreement.

Program Name: BizualBuilder

Supporting Programs

The Program is licensed as a multi-product package and includes other products distributed with the Program ("Supporting Programs"). Licensee is authorized to install and use such Supporting Programs only in association with Licensee's licensed use of the Program under this Agreement. The Supporting Programs may not be used for any other purpose. Licensee is not authorized to transfer or remarket the Supporting Programs. The terms of the Program's Agreement may replace or modify the license terms for the Supporting Programs. In the event of conflict, the Program's terms supersede the terms of the license agreement which accompanies the Supporting Programs. When Licensee's right to use the Program expires or terminates, Licensee must discontinue use, destroy or promptly return all copies of the Supporting Programs to the party from whom Licensee acquired it; if Licensee downloaded the Supporting Programs contact the party from whom Licensee acquired it. If Licensee wishes to license the Supporting Programs for any use beyond the limits set forth above, please contact an 3HS Sales Representative or the party from whom Licensee acquired it to obtain the appropriate licenses.

The definition of Supporting Programs replaces any previous references to Other 3HS Programs.

The following are Supporting Programs licensed with the Programs:
- iVu Center Enterprise Portal Server
