KAGI Media END-USER LICENSE AGREEMENT

END-USER LICENSE AGREEMENT (this "License Agreement") is between KAGI Media LLC. ("KAGI MEDIA") and Consumer ("You").

THIS LICENSE AGREEMENT RELATES TO ALL DVD VIDEO, COMPUTER PRODUCT’S, SOUND FILES AND THE ACCOMPANYING USER DOCUMENTATION CONTAINED ON ANY KAGI MEDIA DVD-ROM (THE "PRODUCT"). THE PRODUCT IS COPYRIGHTED AND LICENSED (NOT SOLD) TO YOU. BY USING THE PRODUCT, YOU ARE ACCEPTING AND AGREEING TO THE TERMS OF THIS LICENSE AGREEMENT. THIS LICENSE AGREEMENT REPRESENTS THE ENTIRE AGREEMENT BETWEEN YOU AND LICENSOR CONCERNING THE PRODUCT. IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENSE AGREEMENT, DO NOT USE OR INSTALL THIS PRODUCT, AND REMOVE ALL PORTIONS OF THE PRODUCT, IF ANY, THAT HAVE BEEN INSTALLED OR COPIED ONTO YOUR COMPUTER.

1. License Grant.   Licensor hereby grants to you, and you accept, a limited, single user, non-transferable, non-exclusive, perpetual, worldwide license to use the PRODUCT whether on disc, in read only memory or on any other media (collectively referred to as the "PRODUCT"). The PRODUCT may be used only on a single DVD player or a computer owned, leased, or otherwise controlled by you; or in the event of inoperability of that computer, on a backup computer selected by you. Neither concurrent use on two or more computers nor use on a local area network or other network is permitted. You agree that you will not assign, sublicense, transfer, pledge, lease, rent, or share your rights under this License Agreement, you agree that you will not reverse assemble, reverse compile, or otherwise translate the PRODUCT.

2. Licensor's Rights. You acknowledge and agree that the PRODUCT is proprietary product of Licensor protected under U.S. Copyright Law and International Treaties. You further acknowledge and agree that all right, title and interest in and to the PRODUCT, including any associated intellectual property rights, are and shall remain with Licensor. This License Agreement does not convey to you an interest in or to the PRODUCT, but only a revocable limited right of use revocable in accordance with the terms of this License Agreement. You are responsible for, and must use your best efforts to prevent the breaking of these terms by any other person.

               2.1. Scope of Rights.   You may:

                              a. Install and copy the ROM contents of the PRODUCT onto your computer;

                              b. Retain the PRODUCT DVD for backup purposes; and

                              c. Watch the DVD Video on your computer or DVD playing device.

               2.2. Restrictions on Use. You may not:

                              a. Use, copy, modify, rent, offer for rent, distribute, or otherwise market the PRODUCT (electronically or otherwise), or any copy, adaptation, transcription, or merged portion thereof, except as expressly authorized in writing by Licensor;

                              b. Reverse assemble, reverse compile, or otherwise translate the PRODUCT;

                              c. Distribute, sell, lease, license, rent or otherwise transfer copies of this Software to third parties.

                              d. Reproduce, republish or reuse any photograph or any other element or content of the PRODUCT, individually or in combination, but applicable copyright law may give you such rights. If you are uncertain about your rights, please contact an attorney.

                              e. Install, watch or copy any files or video from this PRODUCT unless, the PRODUCT was licensed from KAGI MEDIA or its licensors.

4. INTELLECTUAL PROPERTY OWNERSHIP.  You acknowledge and agree Kagi Media retains all right, title, and interest (including trademark, copyright, patent, trade secret, moral rights, and all other intellectual property rights) in the PRODUCT and any and all copies of the PRODUCT, regardless of the form or medium, including all legally protectable derivative works relating to the PRODUCT.  You also agree not to take any action to jeopardize, limit, or interfere with Kagi Media with respect to the PRODUCT. Nothing in this Agreement is to be construed as expressly or by implication granting any rights in the PRODUCT.

5. Term.  This License Agreement is effective upon your opening of this PRODUCT and shall continue until terminated. You may terminate this License Agreement at any time by returning the PRODUCT and all copies thereof and extracts there from to Licensor. Licensor may terminate this License Agreement upon the breach by you of any term hereof. Upon such termination by Licensor, you agree to return to Licensor the PRODUCT and all copies and portions thereof.  There shall be no refund in the event of termination under the provisions of this paragraph.

7. Limitation of Liability.             The cumulative liability of Licensor to you for all claims relating to the PRODUCT and this agreement, including any cause of action sounding in contract, tort, or strict liability, shall not exceed the license fee paid to Licensor for use of the PRODUCT. IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY LOSS OF PROFITS; ANY INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES; OR ANY CLAIMS OR DEMANDS BROUGHT AGAINST YOU, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH CLAIMS OR DEMANDS. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THAT THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. 

8. Proprietary Protection.   Licensor shall retain sole and exclusive ownership of all right, title, and interest in and to the PRODUCT and all modifications and enhancements. This Agreement does not provide you with title or ownership of the PRODUCT, but only a right of limited use.

9. Costs of Litigation.   If any action is brought by either party to this License Agreement against the other party regarding the subject matter hereof, the prevailing party shall be entitled to recover, in addition to any other relief granted, reasonable attorney fees and expenses of litigation.

10. Severability.   In the event that any terms of this License Agreement are or become or are declared to be invalid or void by any court of competent jurisdiction, such determination shall have no effect on the remaining terms of this Agreement, which shall remain in full force and effect.

11. Governing Law.   This License Agreement shall be governed by and construed in accordance with the laws of the State of Tennessee, U.S.A. All actions or proceedings seeking the interpretation and/or enforcement of this Agreement shall be brought only in the State or Federal Courts located in Davidson County in the State of Tennessee.  Licensor and Consumer hereby submit themselves to the jurisdiction of such courts.

12. No Waiver.  The failure of either party to enforce any rights granted hereunder or to take action against the other party in the event of any breach hereunder shall not be deemed a waiver by that party as to subsequent enforcement of rights or subsequent action in the event of future breaches.              

13. No Adequate Legal Remedy.  You acknowledge that, in the event of your breach of any of the foregoing provisions, Licensor will not have an adequate remedy in money or damages. Licensor shall therefore be entitled to obtain an injunction against such breach from any court of competent jurisdiction immediately upon request. Licensor's right to obtain injunctive relief shall not limit its right to seek further remedies.

CONTACT INFORMATION.  If you have any questions about the PRODUCT or this License Agreement, you may contact Kagi Media at the following:

Kagi Media LLC.
(206) 321-6133
www.kagimedia.com

KAGI MEDIA ® is a registered trademark of KAGI MEDIA LLC.