YOU ARE ABOUT TO ENTER INTO A BINDING CONTRACT. PLEASE READ THIS DOCUMENT CAREFULLY. YOU MAY NOT DOWNLOAD OR ACCESS THE ANIMATE YOUR WORLD PRODUCTION LAB SOFTWARE ("THE SOFTWARE") UNLESS YOU AGREE TO THE TERMS CONTAINED HEREIN.

THIS END USER ACCESS AND LICENSE AGREEMENT ("EUALA" or "AGREEMENT"), AS THE SAME MAY BE AMENDED FROM TIME TO TIME IN ACCORDANCE WITH THE TERMS CONTAINED HEREIN, DESCRIBES THE TERMS AND CONDITIONS UNDER WHICH THE CARTOON NETWORK, INC. ("TCN", or "WE" or "OUR") OFFERS THE USER ("YOU" or "YOUR") THE FOLLOWING COMPUTER INFORMATION SERVICES: ACCESS TO AND USE OF THE SOFTWARE, A COMPUTER PROGRAM WHICH CREATES, GENERATES, STORES, DISPLAYS AND PROCESSES USER-GENERATED ANIMATION AND TO USE SUCH ANIMATION FOR YOUR PERSONAL ENTERTAINMENT ONLY. IF ACCEPTED BY YOU IN THE MANNER DESCRIBED BELOW, THE THEN-CURRENT VERSION OF THIS EUALA SHALL APPLY EACH AND EVERY TIME YOU ACCESS OR USE THE SOFTWARE.

YOU AGREE AND ACKNOWLEDGE THAT THIS EUALA IS SUPPORTED BY REASONABLE AND VALUABLE CONSIDERATION, THE RECEIPT AND ADEQUACY OF WHICH YOU ACKNOWLEDGE BY CLICKING THROUGH "I HAVE READ AND ACCEPT THE EUALA." WITHOUT LIMITING THE FOREGOING, YOU ACKNOWLEDGE THAT SUCH CONSIDERATION INCLUDES, WITHOUT LIMITATION, YOUR ACCESS TO AND USE OF THE SOFTWARE, AND ALL FEATURES THEREOF.

BY CLICKING THROUGH "I HAVE READ AND ACCEPT THE EUALA" WHERE INDICATED, AND CONFIRMING YOUR ACCEPTANCE BY CLICKING THROUGH "I HAVE READ AND ACCEPT THE EUALA" WHERE INDICATED, YOU ACCEPT THE TERMS AND CONDITIONS SET FORTH IN THIS EUALA, AS THE SAME MAY BE AMENDED FROM TIME TO TIME. IF YOU DO NOT CLICK THROUGH "I HAVE READ AND ACCEPT THE EUALA" WHERE INDICATED, YOU DECLINE OUR OFFER, AND YOU WILL NOT BE ABLE TO ACCESS OR USE THE SOFTWARE.

IF YOU CHOOSE NOT TO ACCEPT THE EUALA OR BY TECHNICAL MEANS BYPASS/DISABLE CLICKING THROUGH "I HAVE READ AND ACCEPT THE EUALA," THEN BY COPYING, ACCESSING OR OTHERWISE USING THE SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS OF THE THEN-CURRENT EUALA.

THE THEN-CURRENT VERSION OF THIS EUALA CAN BE FOUND ON TCN'S WEBSITE AT www.animateyourworld.com. YOU ARE ENCOURAGED TO FREQUENTLY REVIEW THE EUALA FOR CHANGES, AND TO PRINT AND STORE IT FOR YOUR RECORDS AND FUTURE REFERENCE. YOU AGREE TO ACCEPT THE RESPONSIBILITY FOR THOROUGHLY REVIEWING THE EUALA WHEN YOU FIRST ACCESS AND USE THE SOFTWARE AND EACH TIME YOU ARE PROMPTED TO DO SO BY THE SOFTWARE. SEE SECTION 4 BELOW CONCERNING MODIFICATIONS AND AMENDMENTS TO THE EUALA.

IF YOU HAVE ANY QUESTIONS REGARDING THE TERMS AND CONDITIONS OF THIS EUALA, PLEASE CONTACT TCN AT aywinfo@cartoonnetwork.com.

1. ACCESS TO THE SOFTWARE

1.1. Preliminary Requirements for Access to the Software

You must have a computer with internet access to download the Software. In addition, your computer must have the following system requirements:

PC: Microsoft Windows® 2000, XP, 256 MB memory, 700 Mhz Pentium® III processor, 100 MB free hard disk space, 800x600 monitor, QuickTime® 7.1.3, microphone for recording, and a printer to print Adobe® PDF files.

Mac: OS X 10.2.8 or newer, including 10.4.x, 256 MB memory for 10.2.x-10.3.x, 512 MB memory for 10.4.x, 500 G3 processor, 100 MB free hard disk space, 800x600 monitor, QuickTime® 7.1.3, microphone for recording, and a printer to print Adobe® PDF files.

To access, install and fully use the Software, you may be required to already have on your computer or download a third party Flash plug-in (which TCN does not provide and which may or may not work on your computer) and you may be required to enter into an agreement with such third party for such Flash plug-in; and you must have an Internet connection (which TCN does not provide and which may impact your ability to access, install, and use the Software from time to time for reasons outside of TCN's control). You are solely responsible for all hardware, software, service and other third-party costs you may incur to access, install and use the Software.

1.2. Eligibility Limited to Natural Persons; Shared and Commercial Use Prohibited; Responsibility for Use of Account

The Software is intended for personal, noncommercial use by accredited elementary schools and their faculty, and by such school's minor students, with adult permission, as further described below. If this Software is used in a school setting, access to, installation and use of the Software is available only to individual, natural persons who are adults as described above or, in their discretion and with their permission, their minor students. If the Software is used in a private setting, access to, installation and use of the Software is available only to individual, natural persons who are adults or, in their discretion and with their permission, their minor child or ward. If you are a minor, your teacher, parent(s) or guardian(s), instead of you, must click through "I have read and accept this EUALA," in which case he/she/they will take full responsibility for all obligations under this Agreement.

BY CLICKING THROUGH "I HAVE READ AND ACCEPT THIS EUALA," YOU REPRESENT THAT YOU ARE AN ADULT AND ARE EITHER ACCEPTING THE TERMS AND CONDITIONS OF THIS EUALA ON BEHALF OF YOUR SCHOOL OR YOURSELF, OR ON BEHALF OF YOUR STUDENT/CHILD/WARD, IN WHICH CASE YOU REPRESENT THAT YOU PERSONALLY WILL BE BOUND BY ALL THE TERMS AND CONDITIONS HEREOF. IF YOU ARE A MINOR AND CLICK THROUGH "I HAVE READ AND ACCEPT THIS EUALA," YOU UNDERSTAND THAT YOU CAN NOT LATER VOID THIS AGREEMENT AS A MINOR WITHOUT LOSING RIGHTS TO ACCESS AND USE THE SOFTWARE AND YOUR PARENTS/GUARDIANS BEING HELD RESPONSIBLE FOR ANY OBLIGATIONS YOU HAVE INCURRED WHILE ENJOYING THE BENEFITS OF ACCESSING AND USING THE SOFTWARE AS IF YOU WERE AN ADULT.

You shall not share your access to and use of the Software with anyone or allow anyone else other than you personally to access or use the Software, other than your parent(s) or guardian(s) who have rights to access and manage your Account if you are a minor. Selling or renting access to and/or use of the Software for the benefit of a third-party is prohibited. Access to and use of the Software is intended for the entertainment, enjoyment and recreation of individual natural persons, and not as corporate, business, commercial, or income-seeking activities. Corporations, associations, partnerships, joint ventures, limited liability companies, artificial persons, and other businesses or other entities which are not a single, individual natural person, are not eligible to access, install or use the Software, nor is anyone who is acting for or on behalf of or in the course of the business of, any such artificial person or entity. Except as expressly permitted by the current EUALA, accessing, installing and using the Software for commercial, business, or income-seeking purposes is strictly prohibited. BY CLICKING THROUGH "I HAVE READ AND ACCEPT THE EUALA," YOU REPRESENT THAT YOU ARE ELIGIBLE TO ACCESS, INSTALL AND USE THE SOFTWARE, AND THAT YOU ARE NOT ACCESSING, INSTALLING OR USING THE SOFTWARE FOR A PROHIBITED PURPOSE AND ARE NOT ENGAGING IN A COMMERCIAL ACTIVITY IN VIOLATION OF THIS EUALA.

You are responsible and liable for all activities conducted through your access to and/or use of the Software, regardless of who conducts those activities. If you are a teacher, parent or guardian, you may permit your student or child, as applicable, to access, install and use the Software instead of you, provided that teachers and parents or guardians are liable for the activities of their student or child.

2. OWNERSHIP OF SOFTWARE AND TRADEMARKS; LICENSE TO ACCESS AND USE SOFTWARE

2.1. Ownership of Software and Trademarks

You acknowledge and agree that TCN is the sole and exclusive owner of all rights, title and interests in and to the Software and all derivates thereof, and that TCN or its suppliers are the sole and exclusive owner(s) of all right, title and interest and information uploaded to, downloaded from, and accessible through the Software, including, without limitation graphics, sound effects, music, animation-style video and text, some of which may be provided to TCN under license from independent content providers which currently exist or which may exist in the future as a result of your interaction with the Software (collectively, "TCN Content"). You further acknowledge the Software and the TCN Content is protected by copyrights, trademarks, and other proprietary rights owned by TCN or its suppliers, title to all of which is expressly reserved, and that you acquire no rights in any of the same, express or implied, beyond those granted specifically in the current version of the EUALA. By this EUALA you acquire no express or implied rights in or to use TCN's or its supplier's trade names, trademarks or service marks. TCN reserves all rights relating to the Software not expressly granted to you in this EUALA.

2.2. License to Access and Use Software; Reverse Engineering Not a Fair Use of the Copyrighted Software; Violation of EUALA a Material Breach

Subject to the terms and conditions of this EUALA, TCN grants to you the non-exclusive, nontransferable, limited and revocable right to access, install and use the Software in object code version only for noncommercial, nonpublic, personal use and only for the purposes permitted by, and in the manner consistent with, the terms and conditions of this EUALA. Any and all rights not specifically and expressly granted by TCN herein are reserved, and no license, permission or right of access or use not granted expressly herein shall be implied. Specifically, but without limiting the generality of the foregoing reservation, except as expressly permitted by the EUALA then in effect, you may not copy, distribute, rent, lease, loan, modify or create derivative works, adapt, translate, perform, display, sublicense or transfer any information accessible through the Software, including without limitation, any part of the TCN Content or your rights to access and/or use the Software.

You may install the Software on any single computer and make one (1) copy thereof for backup or archival purposes. You shall not install or operate the Software concurrently on different computers. You may also store or install a copy of the Software on a storage device, such as a network server, used only to install or run the Software on your other computers over an internal network; provided, however, you must acquire and dedicate a license for each separate computer on or from which the Software is installed or run. The Software may not be shared or used concurrently on different computers.

Neither this Agreement nor your access, installation or use of the Software entitles you to any subsequent releases of the Software, nor to any expansion packs or similar ancillary products. You understand that TCN may update or otherwise enhance the Software at any time, in its sole discretion, and in doing so TCN incurs no obligation to furnish such updates or enhancements to you pursuant to this Agreement or otherwise. If TCN updates or otherwise enhances the Software, TCN will provide notice thereof on the Animate Your World website or related website(s). You may not yourself, or permit others, to (a) reverse engineer, disassemble or decompile the Software; (b) derive source code from the object code; or (c) modify the Software in any way. You may not analyze, decipher, "sniff", derive code from, or attempt to analyze, decipher, "sniff", or derive code from any packet stream transmitted to or from the Software, whether encrypted or not, or permit any third party to do any of the same, and you hereby expressly waive any legal rights you may have to do so, including any claim that such activities constitute "Fair Use" or are for "interoperability purposes" under the Digital Millennium Copyright Act, as it may be amended. Any such attempt shall exceed the "authorized access" you have to the Software as term is defined under 18 U.S.C. § 1030.

ANY ATTEMPT TO ENGAGE IN ANY OF THESE PROHIBITED ACTIVITIES, WHETHER SUCCESSFUL OR NOT, SHALL CONSTITUTE A MATERIAL BREACH OF THE EUALA AND WILL RESULT IN SANCTIONS, RANGING FROM SUSPENSION OF YOUR ACCESS TO AND USE OF THE SOFTWARE. IT IS IN TCN'S SOLE DISCRETION TO DETERMINE WHICH SANCTION, IF ANY, WILL BE UNDERTAKEN BY TCN.

2.3. User Generated Content

The Software may afford you the means to add sound, images or text to the basic animation generated by the Software (collectively, "User Generated Content"). As to User Generated Content, the following additional terms and conditions apply. Any User Generated Content shall not: (a) infringe the intellectual property, proprietary, privacy or publicity rights of any third party; (b) violate any law or regulation; (c) be defamatory, indecent, obscene, pornographic or harmful to minors; or (d) contain any viruses, trojan horses, disabling code, worms, time bombs, "clear GIFs" cancelbots, or other computer programming or routines that are intended to, or which in fact, damage, detrimentally interfere with, monitor, intercept, or expropriate any data, information, packets, or personally-identifiable information. You acknowledge and agree that TCN may take any action it deems appropriate in its sole discretion as to any User Generated Content created by you, if TCN believes, in its sole discretion, that it may expose TCN to liability or damage its relationship with any of its audience, suppliers, licensors, ISPs or other users of the Software. As to all User Generated Content, you hereby grant to TCN an exclusive, perpetual, worldwide, irrevocable, assignable, royalty-free license, fully sublicensable through multiple tiers, to exercise all intellectual property rights, in and to all or any part of your User Generated Content, in any medium now known or hereafter developed, subject to restrictions and limitations imposed elsewhere in the EUALA, and by applicable law.

You acknowledge and agree that User Generated Content may include content owned by independent content providers (including other users). You must evaluate, and bear the risk associated with, the accuracy, completeness or usefulness of any User Generated Content. The Software does not enable TCN to pre-screen or in any way review User Generated Content; however, TCN reserves the right but does not undertake the responsibility, to terminate your rights to access and use the Software at any time that TCN, in its sole discretion, deems User Generated Content created by you or linked to you to be harmful, offensive, or otherwise in violation of this EUALA.

2.4. TCN'S RIGHT TO DISCONTINUE ACCESS TO AND USE OF THE SOFTWARE IN EVENT OF UNAUTHORIZED USE OF THE SOFTWARE OR MATERIAL BREACH OF EUALA

YOU AGREE THAT ANY MATERIAL BREACH OF THE EUALA, OR UNAUTHORIZED ACCESS, INSTALLATION OR USE OF THE SOFTWARE BY YOU, SHALL ENTITLE TCN, AT TCN'S ELECTION, IN ADDITION TO AND NOT IN LIMITATION OF ANY OTHER REMEDY OR RIGHT WHICH MAY BE AVAILABLE TO TCN, TO IMMEDIATELY AND WITHOUT NOTICE DISCONTINUE ACCESS TO THE SOFTWARE.

3. CODE OF CONDUCT

The Software was created for and is intended to by used for educational and entertainment purposes only. Therefore, there are certain practices that TCN prohibits.

3.1. Hacks, Cheats, Macros, Modifications, and/or Changes to the Software

You may not use any of your own or third party software to modify the Software. You may not use TCN's intellectual property rights contained in the Software, or any information accessible through the Software, to create or provide any other means through which the Software may be accessed and/or the Software may be used by others, as, for example, through server emulators, whether for profit or not.

3.2. Compliance with Software Code of Conduct

You agree to use the Software in accordance with this Agreement and the following Code of Conduct, (and other policies that TCN may post on the Animate Your World website or on a related website(s)) and all applicable laws, rules and regulations, which may be changed from time to time, and become effective upon posting at www.animateyourworld.com. You agree not to use the Software in any way that violates the rights of others (including, but not limited to, copyrights and other intellectual property rights, and rights of privacy and publicity), is inconsistent with community standards, or in any way that may give rise to liability or create adverse publicity for TCN, its affiliates, or their respective directors, officers, employees, agents, service providers, suppliers or licensors, including, without limitation, by creating, displaying or transmitting on or through the Software any content that may violate such rights of others or that may give rise to such liability. The following are examples of the types of content or use that are prohibited under this Agreement:

• Any content or use that is offensive to the online community, such as sexually explicit content or content that promotes obscenity, pedophilia, racism, bigotry, hatred or physical harm of any kind against any group or individual;
• Any content or use that harasses or advocates harassment of another person;
• Any use that involves the transmission of "junk mail," "chain letters," or unsolicited mass e-mailing or "spamming";
• Any content that promotes information that is false, misleading or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous;
• Any content that infringes upon or violates any third party's rights, including but not limited to, intellectual property rights, rights of privacy, including unauthorized disclosure of a person's name, e-mail address, physical address or phone number, and/or rights of publicity;
• Any content that promotes or enables an illegal or unauthorized copy of another person's copyrighted work, such as providing pirated computer programs or links to them, providing information to circumvent manufacturer-installed copy-protect deices, or providing pirated music, movies, videos, or video games or links, or other access thereto.
• Any content that provides material that exploits people in a sexual or violent manner or solicits personal information from anyone under 18;
• Any content that provides instructional information about illegal activities such as making or buying illegal weapons, buying or selling illegal drugs, violating someone's privacy, or providing or creating computer viruses;
• Any content that contains video, photographs, or images of another person without his or her permission (or in the case of a minor, the minor's legal guardian);
• Any content or use that engages in or solicits commercial activities or sales, such as, without limitation, contest, gambling, betting, sweepstakes, barter, sales advertising, investments and pyramid schemes;
• Any content that contains viruses, time bombs, Trojan horses, cancel bots, worms or other harmful, or disruptive creations, components or devices; or
• Emailing or otherwise distributing to any third party the animation you created using the Software if it contains User Generated Content that violates any of the provisions of this Code of Conduct or any other term or condition in this Agreement.

Any access to or installation and/or use of the Software that is not in accordance with the express provisions of this Agreement is expressly unauthorized and prohibited.

4. MODIFICATIONS AND AMENDMENTS TO EUALA

The terms and conditions of this EUALA may be amended or modified from time to time by TCN. The fact that the EUALA has been amended or modified shall be published on the Animate Your World website (www.animateyourworld.com) or on a related website(s). You will be asked to review the revised EUALA, and to indicate and confirm your acceptance by clicking through "I have read and accept this EUALA" as a condition of access to your Account. If you accept the revised EUALA, you will be granted access to your Account.

If the revision alters a material term, and you, in good faith, determine that the modification is adverse to you and unacceptable, then you shall have the right to terminate your access to and use of the Software. You may exercise these rights by clicking through "I decline" where indicated. Upon clicking through "I decline," you will be deemed to have exercised your right to terminate this Agreement between you and TCN and to any right to access, install or use the Software. If you fail to click through "I have read and accept this EUALA" or click through "I decline" in the manner specified above, your access to and use of the Software will be discontinued, and all rights to access and use the Software granted under this EUALA shall be immediately terminated.

5. TERMINATION

5.1. By TCN Upon Cessation of Any or All Information Services Offered Under EUALA

In the event TCN, in its sole discretion, ceases to provide any or all of the information services offered hereunder, including without limitation access to the Software, then TCN may terminate this Agreement with you, and cancel all of the rights granted to you hereunder upon not less than thirty (30) days prior notice, which notice may be delivered via posting on TCN's website or via electronic mail. YOU HEREBY UNDERSTAND, AND ACKNOWLEDGE, THAT THERE IS NO GUARANTEE THAT TCN SHALL CONTINUE OFFERING ACCESS TO THE SOFTWARE ON A GOING-FORWARD BASIS.

5.2. By TCN for Breach

If: you or anyone you permit to use the Software materially breaches the EUALA, or makes any unauthorized use of the Software, or infringes the intellectual property rights of TCN or any third party; or if TCN's unable to verify or authenticate any information you provide to us; or we become aware of content that violate the Code of Conduct which is, in TCN's reasonable discretion, inappropriate and/or in violation of the Code, then TCN may terminate this Agreement with you and cancel all rights granted to you under the EUALA. Such termination shall be effective upon notice delivered via electronic mail or any other means reasonably calculated to reach you. Termination by TCN under this section shall be without prejudice to or waiver of any and all other rights or remedies which TCN may have, all of which are expressly reserved, shall survive termination, and shall be cumulative.

5.3. By User

You may terminate this Agreement with TCN at any time, upon notice to TCN, whereupon your access to and use of the Software will be immediately terminated, and all rights granted to you hereunder will be cancelled, effective upon your notice.

You may terminate this Agreement if you do not agree to any changes to any amendment or modification of the EUALA, by following the procedures set forth in Section 4, whereupon access to and use of the Software will be terminated, and the rights granted to you hereunder will be cancelled.

IF EITHER PARTY TERMINATES THIS AGREEMENT FOR ANY REASON, ALL RIGHTS TO ACCESS, INSTALL AND/OR USE THE SOFTWARE ARE IMMEDIATLEY TERMINATED.

6. ADULT/PARENTAL GUIDANCE

The Software is intended for users of all ages. Nonetheless, some parents may find some aspects of the Software content inappropriate for some age levels. While TCN has established the Code of Conduct to govern use of the Software, TCN has no control over the creation of User Generated Content or its incorporation into the Software and cannot ensure that individual users will not provide User Generated Content or access to other content that teachers, parents or guardians may find inappropriate or that any user or person viewing the animation produced with the Software may find objectionable. TCN abides by the Children's Online Privacy Protection Act ("COPPA"), in that it will not collect any information about children beyond that necessary to access, install and/or use the Software, which you as a teacher, parent or guardian agree to as part of this EUALA, and TCN will not disseminate any such information to any third party unless compelled pursuant to paragraph 7, below, or in accordance with TCN's privacy policy, a copy of which is accessible on the Animate Your World website (www.animateyourworld.com).

7. DISCLOSURE OF PERSONALLY-IDENTIFIABLE INFORMATION

TCN cannot ensure that communications made within the Software, if any, and other personally identifiable information given to TCN will not be disclosed to third parties. For example, TCN may be forced to disclose information to the government or third parties under certain circumstances, or third parties may unlawfully intercept or access transmissions or private communications. Additionally, TCN can (and you hereby expressly authorize TCN to) disclose any information about you to private entities, law enforcement or other government officials, as TCN, in its sole discretion, believe necessary or appropriate to investigate or resolve possible crimes, especially those that may involve personal injury. You agree that TCN may communicate with you via email and any similar technology for any purpose relating to the Software, the Software content and any services or software which may in the future be provided by TCN or on our behalf. You are encouraged to read TCN's privacy policy which governs the collection and use of personally identifiable information. A copy of TCN's privacy policy is accessible on the Animate Your World website (www.animateyourworld.com).

8. WARRANTY DISCLAIMERS; LIMITATION OF DAMAGES AND EXCLUSIVE REMEDY

TCN PROVIDES THE SOFTWARE TO YOU "AS IS." TCN HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT OR NONINFRINGEMENT. TCN CANNOT AND DOES NOT WARRANT THAT THE OPERATION OF THE SOFTWARE OR YOUR ACCESS TO THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE. THERE IS NO WARRANTY AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE SOFTWARE PROVIDED HEREUNDER, OR AGAINST INFRINGEMENT. EXCEPT FOR EXPRESS WARRANTIES STATED IN THIS EUALA, IF ANY, THE SOFTWARE IS PROVIDED WITH ALL FAULTS, AND THE ENTIRE RISK AS TO COMPATABILITY WITH YOUR COMPUTER, SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND EFFORT IS WITH THE USER.

TCN MAKES NO REPRESENTATION OR WARRANTY THAT THE SOFTWARE WILL OPERATE EITHER FULLY OR IN PART ON ANY SPECIFIC COMPUTER EQUIPMENT OR WITH ANY SPECIFIC SOFTWARE OR THAT IT IS FREE FROM VIRUSES OR ANYTHING ELSE WHICH MAY HAVE A HARMFUL EFFECT ON ANY TECHNOLOGY. TCN MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE INTERNET CONNECTION REQUIRD FOR YOU TO ACCESS THE SOFTWARE OR REGARDING ANY THIRD PARTY SOFTWARE THAT MAY BE REQUIRED FOR YOU TO PLAY THE SOFTWARE (FOR EXAMPLE, A THIRD PARTY FLASH PLUG-IN).

IN THE EVENT OF A MATERIAL BREACH OF TCN'S OBLIGATIONS TO PROVIDE ACCESS TO AND USE OF THE SOFTWARE, YOUR SOLE AND EXCLUSIVE REMEDY SHALL BE REPLACEMENT OF THE SOFTWARE.

FURTHER, IN NO EVENT SHALL TCN BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY LOST PROFITS OR SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE OR EXEMPLARY DAMAGES (HOWEVER ARISING, INCLUDING NEGLIGENCE OR PERSONAL INJURY) ARISING OUT OF OR IN CONNECTION WITH THE SOFTWARE, OR THIS AGREEMENT. THIS DISCLAIMER SHALL BE INDEPENDENT OF ANY OTHER LIMITATION ON REMEDIES SET FORTH HEREIN.

THE WARRANTIES AND REMEDIES SET FORTH HEREIN ARE EXCLUSIVE AND IN LIEU OF ALL OTHERS, ORAL OR WRITTEN, EXPRESS OR IMPLIED. NO DISTRIBUTOR, AGENT OR EMPLOYEE OF TCN IS AUTHORIZED TO MAKE ANY MODIFICATIONS OR ADDITION TO THIS WARRANTY.

IN THE EVENT ANY OF THE FOREGOING DISCLAIMERS OR LIMITATIONS ON LIABILITY ARE DECLARED TO BE VOID OR UNENFORCEABLE, THEN TCN'S LIABILITY SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAW.

10. INDEMNIFICATION

YOUR ACCESS, INSTALLTION AND/OR USE OF THE SOFTWARE CONSTITUTES YOUR AGREEMENT TO DEFEND, INDEMNIFY AND HOLD HARMLESS TCN AND ITS AFFILIATED COMPANIES, EMPLOYEES, CONTRACTORS, OFFICERS AND DIRECTORS FROM ANY CLAIM OR DEMAND, INCLUDING REASONABLE ATTORNEY'S FEES, ARISING OUT OF YOUR ACCESS, INSTALLATION, AND/OR USE OR MISUSE OF THE SOFTWARE, INCLUDING A THIRD PARTY'S USE OR MISUSE.

10. PHOTOSENSITIVITY SEIZURE WARNING

A very small percentage of computer users may experience seizures when exposed to certain light patterns or flashing lights. Exposure to certain patterns or backgrounds on a video monitor, or while playing the Software attached to a television set, may induce an epileptic seizure. These conditions may induce previously undetected epileptic symptoms even in persons who have no history of prior seizures or epilepsy.

If you, or anyone in your family, have an epileptic condition, consult your physician prior to playing. If you experience any of the following symptoms while using the Software -- dizziness, altered vision, eye or muscle twitches, loss of awareness, disorientation, any involuntary movement, or convulsions -- IMMEDIATELY discontinue use and consult your physician before resuming use.

11. GOVERNING LAW; EXCLUSIVE FORUM AND DISPUTE RESOLUTION PROCEDURE

THE EUALA, AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HERETO, SHALL BE GOVERNED IN ALL RESPECTS BY THE INTERNAL LAWS OF THE STATE OF GEORGIA AS SUCH LAWS ARE APPLIED TO AGREEMENTS ENTERED INTO AND TO BE PERFORMED ENTIRELY WITHIN GEORGIA BETWEEN GEORGIA RESIDENTS, BUT WITHOUT REGARD TO THE CONFLICTS OF LAWS PRINCIPLES OF GEORGIA LAW. THE CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS IS EXPRESSLY DISCLAIMED.

YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE SOLE AND EXCLUSIVE FORUM FOR RESOLVING ANY CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO THE EUALA, OR OTHERWISE RELATING TO ANY RIGHTS IN, ACCESS TO OR INSTALLATION AND/OR USE OF, THE SOFTWARE, AND/OR THE RIGHTS AND OBLIGATIONS OF THE PARTIES HERETO SHALL BE BINDING ARBITRATION, UNDER THE AMERICAN ARBITRATION ASSOCIATION ("AAA") COMMERCIAL ARBITRATION RULES, THEN IN EFFECT. THE PARTIES ALSO AGREE THAT THE AAA OPTIONAL RULES FOR EMERGENCY MEASURES OF PROTECTION SHALL ALSO APPLY TO THE PROCEEDINGS. JUDGMENT ON THE AWARD RENDERED BY THE ARBITRATORS MAY BE ENTERED IN ANY COURT HAVING JURISDICTION THEREOF. IN THE EVENT THAT THIS PARAGRAPH IS HELD INVALID OR UNENFORCEABLE, THE REMAINING PORTIONS OF THIS SECTION SHALL REMAIN IN FULL FORCE AND EFFECT.

IN THE EVENT THAT YOU INITIATE AN ARBITRATION PROCEEDING AGAINST TCN, IF YOU INITIATE THAT ARBITRATION IN ATLANTA GEORGIA, THEN TCN AGREES TO PAY ONE-HALF (1/2) OF THE INITIAL COSTS OF BRINGING THAT ACTION, SUBJECT TO RECOUPMENT AT THE END OF THE ARBITRATION IN THE EVENT THAT THE ARBITRATORS DO NOT AWARD YOU THE AMOUNT OF DAMAGES SPECIFIED IN YOUR CLAIM. IN THE EVENT THAT YOU INITIATE AN ARBITRATION PROCEEDING IN ANY OTHER FORUM, YOU WILL BE REQUIRED TO PAY THE FULL AMOUNT OF THE ARBITRATION FEE, IN LIGHT OF THE COSTS TCN WILL BE REQUIRED TO INCUR IN DEFENDING AN ACTION IN A FOREIGH JURISDICTION. IN THE EVENT THAT THIS PARAGRAPH IS HELD INVALID OR UNENFORCEABLE, THE REMAINING PORTIONS OF THIS SECTION SHALL REMAIN IN FULL FORCE AND EFFECT.

12. MISCELLANEOUS

You shall comply with all applicable laws regarding your access to, installation and/or use of the Software. Without limiting the foregoing, you may not download, use or otherwise export or re-export any part of the information accessible through the Software except in full compliance with this EUALA and all applicable laws and regulations.

If any part of the EUALA is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties expressed in the EUALA, and the remaining portions shall remain in full force and effect.

Except as otherwise provided herein, you may not assign or transfer this Agreement or your rights hereunder, and any attempt to the contrary is void. This Agreement sets forth the entire understanding and agreement between us and you with respect to the subject matter hereof. Except as provided above, or in a writing signed by both parties, this Agreement may not be modified or amended.

This EUALA was last updated and posted on this Site on November 19, 2007.