END USER LICENSE AGREEMENT
VALADEO LIVESITE CLIENT
VERSION 2.0

IMPORTANT -- READ CAREFULLY:  This End User License Agreement ("License Agreement") is 
a legal agreement between you (either an individual or an entity) and Valadeo Technologies Corp. 
("Valadeo") for the Valadeo LiveSite Client software product, which includes computer software 
and associated media and documentation, whether provided in physical form or received on-line in 
electronic form ("Software").  By clicking on the "YES"  button, installing, copying or otherwise 
using the Software, you agree to be bound by the terms of this License Agreement.  If you do not 
agree to the terms of this License Agreement, click on the "NO" button and do not install the 
Software. 

1.  GRANT OF LICENSE.   Subject to the provisions contained in this License Agreement and in return 
for the payment of any requisite license fees for the Software (the "License Fees"), Valadeo hereby grants 
you a non-exclusive, non-transferable, perpetual, worldwide license to Version 2.0 of the Software. 

2.  COPYRIGHT.  The Software is licensed, not sold.  Title, ownership rights and intellectual property 
rights in and to the Software (including any images, animation, video, audio, music, and text incorporated 
into the Software), accompanying printed materials, and any copies you are permitted to make herein are 
owned by or licensed to Valadeo and are protected by Canadian copyright law and international treaty 
provisions. You must protect the Software as you would any other literary work except that you may (i) 
make only one copy of the Software for backup or archival purposes provided such copy must contain all of 
the original Software's proprietary notices or (ii) transfer the Software to a single hard disk provided you 
keep the original solely for backup or archival purposes. You agree to use reasonable efforts to ensure that 
persons under your direction and control shall abide by the terms of this License Agreement, and that 
further, if you become aware that the Software is being used in a manner not authorized by this License 
Agreement you will immediately notify Valadeo in writing. 

3.   ADDITIONAL RESTRICTIONS.  You may not, under any circumstances, rent, lease or sub-license 
the Software, however you may transfer the Software to another person or entity on a permanent basis 
provided the person or entity to whom you transfer the Software agrees to be bound by this License 
Agreement.  You may not reverse engineer, decompile, disassemble or modify the Software nor attempt to 
gain knowledge of the source code of the Software in any manner whatsoever. You shall permit Valadeo to 
audit your compliance with this License Agreement, as Valadeo deems reasonably necessary.  All rights not 
expressly granted to you are reserved to Valadeo.

4.  THIRD PARTY PRODUCTS.   The Software incorporates various third party software products 
("Third Party Products").  You may use such Third Party Products only in conjunction with your 
permitted use of the Software.  If you use any of the Third Party Products for any other uses, you 
acknowledge you will be bound by the terms and provisions of the license agreements pursuant to which 
such Third Party Products are otherwise offered.  This may require you to enter into a separate license with 
the providers of such Third Party Products.  You acknowledge that you obtain no right in or to the 
intellectual property associated with the Third Party Products.

5.  SOFTWARE UPGRADES.  Valadeo may develop or issue upgraded versions of the Software from 
time to time.   At its sole option, and for a fee to be determined, Valadeo may make such upgrades available 
to you. If the Software you have is labeled as an upgrade, you must be properly licensed to use a product 
identified by Valadeo as being eligible for the upgrade in order to use the Software.  Software labeled as an 
upgrade replaces and/or supplements the product that formed the basis for your eligibility for the upgrade, 
and following the upgrade you may use the resulting Software only in accordance with the terms of or in 
accordance with the license agreement which accompanies the upgraded version of the Software.  If the 
Software is an upgrade of a component of a package of software programs that you licensed as a single 
product, the Software may be used and transferred only as part of that single product package and may not 
be separated for use on more than one computer.

6.  TERM.  This License Agreement is effective from the date you click on the "YES" button and it shall 
continue in effect until you destroy or transfer the Software as provided herein.

7.  LIMITED WARRANTY.  Valadeo warrants for the benefit of the original recipient of the Software 
alone that for a period of thirty (30) days from the date of delivery (a) the Software, if operated as directed 
on a computer for which it was designed, will perform substantially in accordance with the accompanying 
written materials; and (b) under normal use, the media containing the Software, if provided by Valadeo, will 
be free from defects in material and workmanship.  Any implied warranties on the Software and media are 
limited to thirty (30) days.  All other programs and accompanying materials are provided "AS IS" without 
warranty of any kind, either express or implied.  The complete risk as to the quality and performance of any 
non-warranted program is with you.  Should such program prove defective, you assume the entire cost of all 
necessary repair or correction.  Valadeo shall not be responsible for any defect that results from your abuse, 
misuse or other conduct or conditions outside the control of Valadeo.  Valadeo makes no representation or 
warranty that the information or functions contained in the Software will meet your requirements or that the 
operation of the Software will be uninterrupted, error-free or secure, or that any Software defects are 
correctable or will be corrected.  In addition, any security mechanisms implemented by the Software have 
inherent limitations, and you must determine that the Software sufficiently meets your requirements.  

This is a limited warranty and is the only warranty made by Valadeo.  To the maximum extent permitted by 
applicable law, Valadeo disclaims all other warranties, either express or implied, including, but not limited 
to, implied warranties of merchantibility and fitness for a particular purpose, with regard to the Software, 
the accompanying written materials, and any accompanying hardware.  Valadeo makes no warranty of 
noninfringement of third parties' rights.  If you make any modifications to the Software during the warranty 
period, if the media is subjected to abuse, accident or improper use or if you violate the terms of this 
Agreement, this warranty shall immediately be terminated.   

8.  REMEDIES.  Valadeo's entire liability and your exclusive remedy for any breach of warranty shall be, 
at Valadeo's option: (i) to repair or replace the Software or media that does not meet Valadeo's limited 
warranty and which is returned to Valadeo with a copy of your receipt or other proof of purchase; (ii) to 
advise you how to achieve substantially the same functionality with the Software as described in the 
accompanying written materials through a procedure different from that set forth in the documentation; or 
(iii) if Valadeo deems the above remedies impracticable, to refund any License Fees you paid for the 
Software.  Repaired, corrected or replaced Software and media shall be covered by this limited warranty for 
the remainder of the original warranty period or for thirty (30) days, whichever is longer.  Only if you 
inform Valadeo of the problem with the Software during the applicable warranty period and provide 
evidence of the date you acquired the Software will Valadeo be obligated to honor this warranty.  Outside 
of Canada, neither these remedies nor any product support services offered by Valadeo are available 
without proof of purchase from a non-Canadian source.

9.  LIMITATION OF LIABILITY.  Under no circumstances and under no legal theory, whether in tort, 
contract or otherwise, shall Valadeo be liable to you or any other person for any indirect, special, incidental, 
or consequential damages of any character arising out of the use of or inability to use the Software, the 
documentation or any other accompanying materials, including, without limitation, damages for loss of 
goodwill, work stoppage, computer failure or malfunction, or any and all other commercial damages or 
losses, arising out of the use of or inability to use the Software, even if Valadeo has been informed of the 
possibility of such damages, or for any claim by any other party.  Further, in no event shall Valadeo's 
liability under any provision of this agreement exceed any License Fees paid to Valadeo for the Software. 

10.  INDEMNIFICATION.  You agree to transmit only those materials for which you have the necessary 
copyright permissions, licenses, and/or clearances.  You agree to hold harmless, indemnify and defend 
Valadeo, its officers, directors and employees, from and against any losses, damages, fines and expenses 
(including any lawyers' fees and costs) arising out of or relating to any claims that you have encoded, 
copied or transmitted any materials (other than materials provided by Valadeo) through the use of the 
Software in violation of another party's rights or in violation of any law.  If you are importing the Software 
from Canada, you shall indemnify and hold Valadeo harmless from and against any import and export 
duties or other claims arising from such importation.

11.  TERMINATION.  This License Agreement will automatically terminate if you fail to comply with any 
term hereof.  No notice shall be required from Valadeo to effect such termination.  You may also terminate 
this License Agreement at any time by notifying Valadeo in writing of termination.  Upon any termination 
of this License Agreement, you shall immediately discontinue use of the Software and shall within three (3) 
days return to Valadeo, or certify destruction of, all full or partial copies of the Software, documentation 
and related materials provided by Valadeo.  Your obligation to pay accrued charges and fees shall survive 
any termination of this License Agreement.

12.  US GOVERNMENT PROCUREMENT.  No United States of America government procurement 
regulations or Federal acquisition regulations shall be included hereunder or be binding on either party 
unless specifically agreed to in writing prior to incorporation herein. 

13. UN CONVENTION. The rights and obligations under this License Agreement shall not be governed 
by the United Nations Convention on Contracts for the International Sale of Goods and/or any local 
implementing legislation, the application of which is expressly excluded.

14.  MISCELLANEOUS.  This License Agreement shall constitute the complete and exclusive agreement 
between you and Valadeo and supersedes all other proposals, prior understandings or agreements of the 
parties pertaining to the Software. This License Agreement may not be modified except in a writing duly 
signed by an authorized representative of Valadeo and you.  If any provision of this License Agreement is 
held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to 
make it enforceable, and such decision shall not affect the enforceability of such provision under other 
circumstances, or of the remaining provisions hereof under all circumstances.  This License Agreement 
shall be governed by the laws of the Province of Ontario.

Copyright © 1997- 2000 Valadeo Technologies Corp. Valadeo, LiveSite, Valadeo LiveSite and all 
associated logos are trademarks or registered trademarks of Valadeo Technologies Corp.  All rights 
reserved.

Valadeo Technologies Corp.
 95 Trinity Street
Toronto, Ontario
Canada    M5A 3C7
Phone: 416 350-2111
Fax: 416 350-2137
http://www.valadeo.com
