NORTHDRAGON 3D WEBMAKER(TM) License Agreement ---------------------------------------- PLEASE READ THIS LICENSE CAREFULLY BEFORE PROCEEDING WITH THIS INSTALLATION PROCESS. BY CLICKING ON THE "YES" BUTTON BELOW, AND BY USING THE ENGINE (AS DEFINED BELOW), YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT WISH TO BE BOUND BY THE TERMS OF THIS AGREEMENT, CLICK THE "NO" BUTTON BELOW TO TERMINATE THE INSTALLATION PROCESS. THIS AGREEMENT COVERS THE NORTHDRAGON 3D WEBMAKER 1.0, MORFIT 3D ENGINE(TM) , THE MORFIT WORLD BUILDER(TM) 3.9 AND THE MORFIT TERRAIN BUILDER(TM) 3.0 AND ASSOCIATED MEDIA, AS MAY BE MADE AVAILABLE TO YOU FROM THIS DOWNLOAD PROCESS (COLLECTIVELY REFERRED TO HEREINAFTER AS THE "ENGINE"). This License represents the entire agreement between you and NORTHDRAGON(TM) Ltd. ("NORTHDRAGON") concerning the use of the Engine Product and it supersedes any prior proposal, representation or understanding between the parties or between you and any other party in respect of the Engine. 1. License Grant. NORTHDRAGON hereby grants you, and you accept, a non- exclusive, royalty-free license to use the Engine only for the purpose of developing and running on-line 3D Web sites (3D Web site/s developed using the Engine are referred to hereinafter as "Application/s"). These applications are limited to no more than 5000 polygons per domain-name and/or per company. This license is specifically not to be utilized for the purpose of any application associated directly or indirectly to virtual trade shows. Any such utilization of the Engine shall be deemed as an infringement of NORTHDRAGON's copyrights. Using the Engine in off-line programs is totally forbidden under this license. For using the Engine in off-line applications, you should comply with the terms of MORFIT's SDK License. 2. NORTHDRAGON reserves the right to use some of the 3D area or all of it for the purpose of showing advertising and messages including messages urging you to register and pay for the full license. NORTHDRAGON reserves the right to open interstitials, popup windows, play sound, open another browser or any kind of other technique that is available by the Internet browser (collectively referred to hereinafter as "Advertising"). NORTHDRAGON has the right to change the advertising thechnique and its content at any time without giving any prior notification. Removing the advertising is only possible with the full version. 3. Other than the rights expressly set forth in section 1 above, no other right or interest whatsoever in or to the Engine is transferred or granted to you. Without limiting the foregoing, You may not: (I) reverse engineer, decompile or disassemble the Engine or any part thereof; (ii) modify, divide, part or revise the Engine or any part thereof, transfer, sub-license or otherwise use parts, portions or elements of the Engine, standing alone (as opposed to transferring or using the Engine as a whole). 4. NORTHDRAGON's Rights. You acknowledge and agree that the Engine includes proprietary products of MORFIT and NORTHDRAGON, protected under Patent Law, Copyright Law and Trade Secret Laws and other intellectual property rights, of general applicability. You further acknowledge and agree that between you and NORTHDRAGON, NORTHDRAGON solely owns and shall retain all right, title, and interest in and to the Engine. This License does not convey to you an interest in or to the Engine but only a limited right of use, revocable in accordance with the terms of this License Agreement. 5. NO WARRANTY; NO LIABILITY. The Engine is licensed "As is" and without warranty of any kind. NORTHDRAGON expressly disclaims any and all promises, representations, and warranties whether expressed or implied, including without limitation with respect to the Engine's condition, suitability, and conformity to any representation or description or its fitness for a particular use. NORTHDRAGON SHALL NOT BE LIABLE UNDER ANY CLAIM related to the Engine, this License or an Application, INCLUDING CLAIMS IN RESPECT OF INFRINGEMENT OF RIGHTS, INFRINGEMENT OF PATENT, COPYRIGHT, REGISTERED DESIGN OR TRADEMARK. YOU AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL NORTHDRAGON BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION) ARISING OUT OF THE USE OF OR INABILITY TO USE THE ENGINE, OR FOR ANY LOSS OF OR DAMAGE TO PROPERTY RELATING TO OR ARISING FROM THE USE OF THE ENGINE. 6. Trademarks. MORFIT(TM), NORTHDRAGON 3D (TM), Webmaker (TM), MORFIT 3D Engine (TM), MORFIT WORLD BUILDER(TM), MORFIT TERRAIN BUILDER(TM) and all Logos are either trademarks of NORTHDRAGON or have been authorized for use by NORTHDRAGON. No right, license, or interest to such trademarks are generated or granted hereunder. 7. Severability. Should any term or provision of the License Agreement be declared void or unenforceable by any court of competent jurisdiction, such declaration shall have no effect on the remainder of the License Agreement. 8. NO WAIVER. The failure of NORTHDRAGON to enforce any rights granted hereunder or to take action against you in the event of any breach hereunder shall not be deemed a waiver by MORFIT as to subsequent enforcement of rights or subsequent actions in the event of future breaches. 9. CHOICE OF LAW. This Agreement shall be governed by and construed in accordance with the laws of Israel.