VISMASTERS™ SOFTWARE LICENSE AGREEMENT

PLEASE READ THIS SOFTWARE LICENSE AGREEMENT (LICENSE) CAREFULLY BEFORE SELECTING THE “I ACCEPT” BUTTON AT THE BOTTOM OF THE PAGE AND INSTALLING THE SOFTWARE. BY SELECTING “I ACCEPT” OR BY INSTALLING THE SOFTWARE, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS LICENSE. IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENSE, DO NOT INSTALL THE SOFTWARE OR SELECT “I ACCEPT.” IF YOU ARE NOT WILLING TO BE BOUND BY THIS LICENSE AGREEMENT AND YOU DO NOT AGREE TO ALL OF ITS TERMS AND CONDITIONS, SELECT “I REJECT” – WHICH WILL CANCEL THE INSTALLATION OF THE SOFTWARE – OR RETURN THE UNOPENED PACKAGE CONTAINING THE SOFTWARE TO VISMASTERS FOR A FULL REFUND.

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS LICENSE AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. YOU FURTHER AGREE THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN YOU AND VISMASTERS™, WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATIONS RELATING TO THE SUBJECT MATTER OF THIS LICENSE AGREEMENT.

VisMasters V-Ray Materials - Architectural Materials Volume 1™ You have licensed the right to use the VisMasters V-Ray Materials - Architectural Materials Volume 1 according to the terms of this License. Except as expressly set forth in this paragraph, the VisMasters General License Terms set forth below apply to all use of the VisMasters V-Ray Materials - Architectural Materials Volume 1. To the extent that any terms of this paragraph and the VisMasters General License Terms set forth below, the terms of this paragraph shall control. The VisMasters V-Ray Materials - Architectural Materials Volume 1 may be installed and enabled on multiple computers for purposes of network rendering.

VisMasters™ GENERAL LICENSE TERMS

1. License. VisMasters grants you a nonexclusive, nontransferable license to use one copy of this program (the “VisMasters Software”) and its manual and other accompanying printed material and “online” or electronic documentation (“Documentation”) with equipment owned by you or under your control, according to the terms and conditions of this License. The VisMasters Software accompanying this License, whether downloaded from VisMasters’ web site or provided on disk, in read only memory, on any other media or in any other form, is licensed, not sold, to You by VisMasters andor its subsidiaries, if any, (collectively VisMasters ). You own the media on which the VisMasters Software is recorded, but VisMasters retains title to the VisMasters Software. The VisMasters Software and any copies made andor distributed under this License are subject to this License.

Upgrades If this software is labeled as an upgrade (“New Version”) to software previously licensed to you (“Previous Version”), you must destroy the original and all copies of the Previous Version, including any copies resident on your hard disk drive which accompanied the software previously licensed to you, within 10 days of acquiring the New Version. You may under no circumstances operate the New Version and Previous Version concurrently on different computers. If requested by VisMasters, you agree to show satisfactory proof that the Previous Version and all copies thereof have been destroyed. Software patches, if any, provided to you by VisMasters or an authorized third-party in connection with the VisMasters Software licensed to you hereunder shall be subject to the terms and conditions of this License unless otherwise specified at the time of delivery.

2. License Term. Subject to the terms and conditions of this License, the License shall continue until terminated, unless the software is designated as a fixed-term license, a beta testing license, a limited duration license, or a rental license. In such case the term of the license shall be the limited term so designated. Use of this after the expiration of any fixed-term or limited duration, as well as any use beyond that expressly permitted by this license or any attempt to defeat the disabling function, may constitute copyright infringement andor a violation of intellectual property laws.

3. Permitted Uses and Restrictions. Under the terms of this License, you may install and use the VisMasters Software on a single computer at a time. You may also make one copy of the VisMasters Software in machine-readable form for backup purposes only. All copies of the VisMasters Software must include all copyright information contained on the original.

The following actions are beyond the scope of this license and may constitute copyright infringement andor a violation of intellectual property laws. You may NOT (a) install, copy, or use the VisMasters Software other than as expressly authorized in this License; (b) decompile, reverse engineer, disassemble, modify, rent, lease, sell, sublicense, loan, distribute, create derivative works from, or transmit over a network, the VisMasters Software; (c) remove, alter, or obscure any copyright or other proprietary notices, labels, or marks from the VisMasters Software or Documentation; (d) modify, translate, adapt, arrange, or create derivative works based on the VisMasters Software or Documentation for any purpose; (e) utilize any equipment, device, software, or other means designed to circumvent or remove any form of copy protection used by VisMasters in connection with the Software, or use the Software together with any hardware lock, authorization code, serial number, or other copy protection device not supplied by VisMasters directly or through an Authorized VisMasters Reseller; and (f) export the Software or Documentation in violation of U.S. or other applicable export control laws.

You further affirmatively agree and covenant that you will not, for any purpose whatsoever, decompile, reverse engineer, or disassemble the VisMasters Software.

YOU MAY NOT USE, COPY, MODIFY, OR TRANSFER THE VISMASTERS SOFTWARE OR DOCUMENTATION, OR ANY COPY, MODIFICATION, OR MERGED PORTION, IN WHOLE OR IN PART, EXCEPT AS EXPRESSLY PROVIDED FOR IN THIS LICENSE. Your rights under this License will terminate automatically without notice from vismasters if you USE THE VisMasters SOFTWARE OR DOCUMENTATION IN A MANNER BEYOND THE SCOPE OF THIS LICENSE OR fail to comply with any term(s) of this License.

4. Intellectual Property. Title and copyright ownership of the VisMasters Software, Documentation, and accompanying materials, if any, and any copies made by you, remain with VisMasters. The structure, organization, and code of the Software are valuable trade secrets of VisMasters, which you shall use your best efforts to protect from disclosure and use except as expressly permitted by this License. In no event shall you permit the disclosure or use VisMasters’ trade secrets by any other person. . Unauthorized copying of the Software or Documentation, or use outside the above restrictions, will result in automatic termination of this License. This License does not grant you ownership of any intellectual property rights.

5. Limited Warranty on VisMasters Software. If the VisMasters Software has been provided to you on a tangible medium (and not downloaded from VisMasters’ web site), VisMasters warrants that the media containing the VisMasters Software shall be free of defects in materials and workmanship for a period of 90 days from date you obtained the license. Any such media not meeting this standard will be replaced when returned, along with the original receipt, to VisMasters or an authorized reseller. This limited warranty applies only to the tangible media, not to the VisMasters Software.

EXCEPT AS SET FORTH ABOVE, THE VISMASTERS SOFTWARE IS PROVIDED AS IS AND WITHOUT WARRANTY OF ANY KIND. vismasters EXPRESSLY DISCLAIMS ALL WARRANTIES ANDOR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES ANDOR CONDITIONS OF MERCHANTABILITY OR SATISFACTORY QUALITY AND FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT OF THIRD PARTY RIGHTS. There is no warranty against interference with your enjoyment of the VISMASTERS software or other information or against infringement. VISMASTERS DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE VISMASTERS SOFTWARE WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE VISMASTERS SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE VISMASTERS SOFTWARE WILL BE CORRECTED. FURTHERMORE, vismasters DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE VISMASTERS SOFTWARE OR RELATED DOCUMENTATION IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY VISMASTERS OR A VISMASTERS AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY. THE VISMASTERS SOFTWARE is provided with all faults, and the entire risk as to satisfactory quality, performance, accuracy, and effort is with YOU, the user.

Some jurisdictions do not allow the exclusion of implied warranties, so the above exclusions may not apply to you. The terms of this disclaimer do not affect or prejudice the statutory rights of a consumer acquiring VisMasters Software otherwise than in the course of a business, neither do they limit or exclude any liability for death or personal injury caused by VisMasters negligence.

6. Limitation of Liability. UNDER NO CIRCUMSTANCES SHALL VISMASTERS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THIS LICENSE OR THE USE OF THE VISMASTERS SOFTWARE, DOCUMENTATION, OR OTHER ACCOMPANYING MATERIALS. Some jurisdictions do not allow the limitation of incidental or consequential damages so this limitation may not apply to you. INDEPENDENT OF THE FOREGOING LIABILITY LIMITATION, IN NO EVENT SHALL VISMASTERS TOTAL LIABILITY TO YOU OR ANYONE ELSE EXCEED THE AMOUNT YOU HAVE PAID VISMASTERS FOR THE RIGHTS GRANTED UNDER THIS LICENSE OR THE AMOUNT OF FIFTY DOLLARS ($50.00), WHICHEVER IS GREATER.

7. Export Law Assurances. You may not use or otherwise export or re-export the VisMasters Software except as authorized by United States law and the laws of the jurisdiction in which the VisMasters Software was obtained. In particular, but without limitation, the VisMasters Software may not be used or otherwise exported or re-exported (i) into (or to a national or resident of) any United States embargoed country or (ii) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce's Table of Denial Orders. By using the VisMasters Software, you represent and warrant that you are not located in, under control of, or a national or resident of any such country or on any such list.

8. U.S. Government – Restricted Rights. The VisMasters Software is provided with RESTRICTIVE RIGHTS. Use, duplication, or disclosure by the Government is subject to restrictions if supplied to the Department of Defense (DoD), the Software is ''Commercial Computer Software'' and the Government acquires the Software with ''restricted rights,'' as defined in Clause 252.227-7013(c)(1) of the DFARS; if the Software is supplied to any other Government unit or agency, the Government's rights in the Software are defined in Clause 52.227-19(c)(2) of the FAR; but if the Software is supplied to NASA, the Government's rights are defined in Clause 18-52.227-86(d) of the NASA supplement to the FAR. The manufacturer is VisMasters, 137 West Vine Street , Lexington , Kentucky 40507 .

9. Choice of Law and Forum Selection. Any dispute arising from or relating to this License or the use of the VisMasters Software or Documentation, as well as the legal relations between you and VisMasters, shall be governed by the laws of the United States and the State of Kentucky. All disputes arising out of or relating to this License shall be finally settled by arbitration conducted in Lexington , Kentucky , USA under the rules of commercial arbitration of the American Arbitration Association. Both parties shall bear equally the cost of arbitration (exclusive of legal fees and expenses, all of which each party shall bear separately). All decisions of the arbitrator(s) shall be final and binding on both parties and enforceable in any court of competent jurisdiction. Notwithstanding the foregoing, in the event of breach by a party of its obligations hereunder, the non-breaching party may seek injunctive or other equitable relief in any court of competent jurisdiction.

10.Severability. If for any reason a court of competent jurisdiction or other tribunal finds any provision, or portion thereof, to be unenforceable, the remainder of this License shall continue in full force and effect.

11. No Waiver. Any waiver by VisMasters of a breach of this License or use of the VisMasters Software or Documentation beyond the scope of this License shall not constitute or be construed as a waiver of any later breach or unauthorized use.

12. Complete Agreement. This License constitutes the entire agreement between the parties with respect to the use of the VisMasters Software and supersedes all prior or contemporaneous understandings regarding such subject matter. No amendment to or modification of this License will be binding unless in writing and signed by VisMasters.

13. Captions. Captions contained in this License are for reference purposes only and are not part of the Agreement.

Simian is a trademark of Simian. VisMasters™ is a trademark of VisMasters