END USER LICENSE AGREEMENT

OF 3DPaintBrush^TM

NOTICE TO USER: BY DOWNLOADING THIS SOFTWARE YOU ACCEPT ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT. PLEASE READ IT CAREFULLY.

The terms and conditions that follow set forth a legal agreement between you - the end user (either an individual or named company), and Geometric Ltd., an Indian company with its registered office at Plant 6, Pirojshanagar, Vikhroli, Bombay 400 079, India ("Geometric"), relating to the 3DPaintBrush^TM software (the "Software") from Geometric that you wish to download.

THIS LICENSE AGREEMENT (THE "AGREEMENT") SHALL GOVERN YOUR DOWNLOAD, INSTALLATION AND USE OF THE SOFTWARE AND THE PRINTED AND/OR ELECTRONIC USER DOCUMENTATION (THE "DOCUMENTATION") ACCOMPANYING THE SOFTWARE. IF YOU DO NOT ACCEPT OR AGREE WITH THESE TERMS, YOU MAY NOT DOWNLOAD, INSTALL OR USE THE SOFTWARE AND DOCUMENTATION.

YOU ARE REQUIRED TO ACCEPT THE TERMS OF THE AGREEMENT BEFORE YOU CONTINUE TO DOWNLOAD OR INSTALL THE SOFTWARE.

This is a license agreement and not an agreement for sale. You agree that the following terms and conditions govern Your use of the Software.

1. SOFTWARE

The Software is available in the following versions:
(a)15 day fully functional trial version
(b)Free version with certain features disabled as per Geometric's sole discretion
(c)Paid version (which requires payment of applicable fee).

2. GRANT OF LICENSE

Upon your acceptance of this Agreement
(a)You are granted a non-exclusive, non-transferable license to the Software only for a period of 15 days from the date of download if You have downloaded the 15-day trial version.
(b)You are granted a non-exclusive, non-transferable license to the Software if You have downloaded the free version.
(c)You are granted a non-exclusive, non-transferable license to the Software if you have downloaded the paid version and have paid the applicable fee.

3. USE OF SOFTWARE AND DOCUMENTATIONYou may install and use the Software and Documentation only internally in your organization or for your own internal use, only on a single computer system.

The Software and Documentation may not be transferred, sold, assigned, sublicensed or otherwise conveyed (whether by operation of law or otherwise) to another party without Geometric's prior written consent. Your use of the Software shall always be subject to the provisions of Section 2 above. Except as stated in this Agreement, You are not granted any other rights or licenses in respect of the Software or Documentation. Any usage of the Software outside the scope of license granted under this Agreement constitutes an infringement of Geometric intellectual property rights as well as a material breach of this Agreement.

4. UPGRADESIf the Software is an upgrade or update to a previous version of the Software, you must possess a valid license to such previous version in order to use upgrade or update. After you install such update or upgrade, you may continue to use any such previous version in accordance with its end-user license agreement only if (a) the upgrade or update and all previous versions are installed on the same computer system, and (b) the previous versions or copies thereof are not transferred to another computer system unless all copies of the update or upgrade are also transferred to such computer system. No other use of the previous version(s) is permitted after installation of an update or upgrade. Upgrades and updates may be licensed to you by Geometric with additional or different terms.

5. COPY RESTRICTIONS AND OTHER RESTRICTIONS. You may not copy the Software or Documentation except that you may make one copy for back-up and archival purposes or for download and installation purposes. You may not modify or adapt the Software in whole or in part (including but not limited to translating or creating derivative works) or reverse engineer, decompile or disassemble the Software or otherwise attempt to discover the source code of the Software as it contains trade secrets of Geometric. The Software is licensed to You as a single product and its components may not be separated by You for any purpose whatsoever. You may not use the Software for timesharing, rental or service bureau purposes. You shall not remove any copyright notices or other proprietary notices from the Software or Documentation. Results of benchmark or other performance tests run on the Software may not be disclosed to any third party without Geometric's prior written consent.

6. COPYRIGHT AND OWNERSHIP. The Software and Documentation are owned by Geometric and protected by copyright laws and international treaty provisions. You acquire only the non-exclusive, non-transferable right to use the Software and Documentation as permitted herein and do not acquire any rights of ownership in the Software or Documentation.

7. USE OF DATA You must supply Geometric or requesting agent "Geometric Technologies, Inc" with required registration information and agree that Geometric and/or Geometric Technologies may identify you or your company as a user of the Software to its potential customers and may incorporate your non-proprietary data produced using the Software in Geometric's brochures and other marketing materials.

8. CONFIDENTIAL INFORMATION. Any business and technical information that Geometric designates as confidential or proprietary and all information regarding the Software constitute confidential information of Geometric ("Confidential Information"). Geometric, at its sole discretion, may disclose such Confidential Information. However, you may not disclose to any third party any Confidential Information without the prior written consent of Geometric. Furthermore, you agree to limit access to Confidential Information to your authorized employees that have executed appropriate confidentiality agreements with you that protect the Confidential Information consistent with the requirements of this Agreement. The restriction regarding disclosure of Confidential Information does not extend to any Confidential Information that you can establish: (a) is now or hereafter becomes generally available to the public other than as a result of your breach of this Agreement, (b) is disclosed or made available to you by a third party without restriction and without any breach of confidentiality obligation, (c) was independently developed by you without access to or use of the Confidential Information, or (d) is approved for disclosure by Geometric in writing.

9. TERMINATION. Geometric may terminate your license to use the Software and Documentation if you commit a breach of the terms of this Agreement. Upon termination, you shall cease using the Software and Documentation and shall destroy all copies of the Software and Documentation in any form. All disclaimers of warranties and limitations of liability shall survive any termination of this Agreement. The provisions regarding Confidential Information shall survive for five years following termination of this Agreement.

10. (A) LIMITED WARRANTY, EXCEPTIONS & DISCLAIMERS [This subsection  is applicable ONLY if You pay for the Software]

a. Limited Warranty.  Geometric warrants that the Software will be free of defects in materials and workmanship and will perform substantially in accordance with the Documentation for a period of ninety (90) days from the date of purchase by you.  Geometric's entire liability and your sole remedy under this warranty shall be, at Geometric's discretion either (a) to use reasonable efforts to repair or replace the nonconforming media or Software or (b) to refund, or to cause its distributor or reseller to refund, the price you paid for the Software upon return of the nonconforming Software and a copy of your receipt.  Any replacement Software will be warranted for the remainder of the original warranty period or thirty (30) days from the date of receipt by you, whichever is longer.

b. Exceptions.  Geometric's limited warranty is void if breach of the warranty has resulted from (i) accident, misuse or neglect of the Software; (ii) acts or omissions by someone other than Geometric; (iii) combination of the Software with products, material or software not provided by Geometric or not intended for combination with the Software; or (iv) failure by you to incorporate and use all updates to the Software available from Geometric.  Geometric does not warrant that the Software will meet your requirements or that the operation of the Software will be uninterrupted or error free.

c. Limitations on Warranties.  The express warranty set forth in this Section 10(A) is the only warranty given by Geometric with respect to the Software and Documentation furnished hereunder and any service supplied from time to time; Geometric makes no other warranties, express, implied or arising by custom or trade usage, and specifically disclaim the warranties of merchantability and fitness for a particular purpose (except during the period of the express warranty stated above).  In no event may you bring any claim, action or proceeding arising out of the warranty set forth in this Section 10(A) more than one year after the date on which the breach of warranty occurred.

d. Limitations on Liability.  The liability of Geometric, whether in contract, tort or otherwise, arising out of or in connection with the Software or Documentation furnished hereunder and any service supplied from time to time shall not exceed the fee you paid for the Software or any fee you paid for the service.  In no event shall Geometric be liable for special, indirect, incidental, punitive or consequential damages (including without limitation damages resulting from loss of use, loss of data, loss of profits or loss of business) arising out of or in connection with the use of or inability to use the Software or Documentation furnished hereunder and any service supplied from time to time, even if Geometric has been advised of the possibility of such damages. 

(B) "AS-IS" WARRANTY & DISCLAIMERS [This subsection is applicable if You do not pay for the Software]

a. "AS-IS" Warranty.  Geometric provides the Software to you AS IS and without a warranty of any kind.  Geometric does not warrant that the Software will meet your requirements or that the operation of the Software will be uninterrupted or error free.

b. Limitations on Warranties.  The express warranty set forth in this Section 10(B) is the only warranty given by Geometric with respect to the Software furnished hereunder. Geometric makes no other warranties, express, implied or arising by custom or trade usage, and specifically disclaim the warranties of merchantability and fitness for a particular purpose. 

c. Limitations on Liability.  The Software has been provided to you at no charge.  In no event shall Geometric be liable for direct, special, indirect, incidental or consequential damages (including without limitation damages resulting from loss of use, loss of data, loss of profits or loss of business) arising out of or in connection with the use of or inability to use the Software furnished hereunder, even if Geometric has been advised of the possibility of such damages. 

11. EXPORT. You agree to fully comply with all laws and regulations of the United States, India and other countries ("Export Laws") to assure that neither the Software or any direct products thereof are (1) exported, directly or indirectly, in violation of Export Laws, or (2) are used for any purpose prohibited by Export Laws, including, without limitation, nuclear, chemical or biological weapons production.

12. GOVERNING LAW; COMPLETE AGREEMENT. This Agreement constitutes the complete agreement between the parties with respect to the Software and Documentation and is governed by the laws of the Republic of India without reference to its rules regarding conflicts of law.

13. The English language version of this Agreement shall be the authorized text for all purposes, despite translations or interpretations of this Agreement into other languages. This Agreement shall prevail over the EULA displayed during installation of the Software. If for any reason a court of competent jurisdiction finds any provision of this Agreement, or a portion thereof, to be unenforceable, that provision shall be enforced to the maximum extent permissible and the remainder of this Agreement shall remain in full force and effect.