TECH WERKS HARDWARE AND SOFTWARE END USER LICENSE AGREEMENT THE ENCLOSED MATERIALS ARE PROTECTED BY COPYRIGHT LAW AND ARE FURNISHED SUBJECT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. RETENTION OF THE MATERIALS FOR MORE THAN THIRTY DAYS, OPENING THE SEALED PACKAGE, AND IF ANY, SURROUNDING THE MATERIALS, OR USE OF THE MATERIALS IN ANY MANNER WILL BE CONSIDERED ACCEPTANCE OF THE TERMS OF THIS AGREEMENT. IF THESE TERMS ARE NOT ACCEPTABLE, PROMPTLY RETURN THE UNOPENED PACKAGE AND THE ACCOMPANYING MATERIALS TO TECH WERKS OR AN AUTHORIZED RESELLER FOR A FULL REFUND PAID.

DEFINITIONS
"Licensed Hardware and Software" means the enclosed Tech Werks hardware and software programs and accompanying documentation, plus any upgrades, modified versions, updates, additions and copies of the software program furnished to Customer during the term of the license granted herein. "Tech Werks Inc.", with respect to title to or warranty of the Licensed Software, means Tech Werks, Inc., a Nevada, U.S.A. Corporation.  Tech Werks as used elsewhere herein means Tech Werks Inc. and/or the Authorized Reseller from whom Customer acquired the Licensed Software."Customer" means the person or organization in whose name the Licensed Software was ordered for initial use. "Machine" means any hardware, including computer, server, encoder, terminal, accessories workstation and/or personal computer, upon which the Licensed Software is installed.

LICENSE
Tech Werks grants to Customer a non-exclusive license to use the Hardware and Licensed Software, provided that Customer agrees to the following:
Customer may:
a. Use the Hardeware and Licensed Software on the number of Machines specified in Customer's Purchase Order as accepted by Tech Werks or, if no number is specified, on only a single Machine at any one time.  If the Licensed Software supports usage by more than one user at a time, it may only be used to support the number the customer is entitled to.
b. Use on-line software for the customers use only.
c. No physically transfer the Licensed Software from one Machine to another. Customer may not:
a. Use the Licensed Software on more than the authorized number of Machines at any one time;
b.  Modify, translate, reverse engineer, decompile, disassemble, create derivative works based upon, or copy (except for the authorized use and back-up purposes as specified above) the Licensed Software;
c. Rent or lease the Hardware or Licensed Software;
d. Remove any proprietary notices, labels or marks on Hardware or the Licensed Software;
e. Disable any security measures which may protect portions of the Licensed Software;
f. Transfer the Hardware or Licensed Software to another user without the prior written consent of Tech Werks;
g. Export or re-export, directly or indirectly, the Licensed Software, or the direct product thereof, to any country to which such export or re-export is restricted by law or regulation of the United States or any foreign government having jurisdiction without the prior authorization, if required, of the Bureau of Export Administration, Department of Commerce, Washington, D.C., and the corresponding agency of such foreign government; or
h. Copy the accompanying documentation without the prior written consent of Tech Werks. For Hardware and Licensed Software comprising a corrective update to previously acquired Licensed Software, Customer may use the update only to update or replace the previously acquired Licensed Software for use on only the authorized number of Machines at any one time.  Title to the Licensed Software and all copies thereof, but not the media on which the Licensed Software or copies may reside, shall be and remain with Tech Werks or its Suppliers from whom Tech Werks has obtained respective license rights Customer shall pay when due all property taxes that may now or hereafter be imposed, levied or assessed with respect to
the possession or use of the Hardware orLicensed Software or this license and shall file all reports required in connection with such taxes.  THE LICENSED SOFTWARE MAY NOT BE USED, COPIED, MODIFIED, MERGED OR TRANSFERRED TO ANOTHER EXCEPT AS EXPRESSLY PERMITTED BY THESE TERMS AND CONDITIONS.
Upon request of Tech Werks, Customer shall provide Tech Werks with written certification of Customer's compliance with these terms and conditions.

TERM
The license granted herein is effective upon acceptance by Customer, and shall remain in effect until terminated as provided herein.  The license may be terminated by Customer at any time upon written notice to Tech Werks. The license may be terminated by Tech Werks or its Suppliers from whom Tech Werks may have obtained a license right if Customer fails to comply with any term or condition and such failure is not remedied within thirty (30) days after notice thereof from Tech Werks or such Supplier.  Upon termination by either
party.

LIMITED WARRANTY AND DISCLAIMER
Tech Werks warrants that, for a period of twelve (12) months from the date of delivery of the Hardware and Licensed Software to Customer, as evidenced by a copy of Customer's invoice or receipt, the Hardware and Licensed Software will conform to the specifications in the accompanying documentation when used properly in the specified operating environment, and that the media on which the Hardware and Licensed Software is furnished under normal use will be free from defects in materials and workmanship.  Tech Werks' and its Suppliers' entire liability and Customer's exclusive remedy under this warranty (which is subject to Customer's returning the Hardware and Licensed Software to Tech Werks or the Authorized Reseller with a copy of Customer's invoice or receipt) will be, at Tech Werks ' option, to replace the media or to refund the purchase price and terminate this Agreement. Tech Werks further warrants that it has the right to grant licenses for Suppliers' software of the scope granted herein.  This warranty shall not apply to any Hardware and Licensed Software that has been modified or altered by Customer.  Tech Werks shall not be obligated to furnish service under this warranty with respect to any Hardware and Licensed Software: 
a) that is used in an operating environment other than that specified or in a manner inconsistent with the documentation accompanying the Licensed Software, or
b) when the Hardware and Licensed Software has been integrated with other materials if the result of such integration increases the time or difficulty of analyzing or servicing the Hardware and Licensed Software or the problems ascribed to the Licensed Software.
EXCEPT FOR THE ABOVE EXPRESSED LIMITED WARRANTIES TECH WERKS AND ITS SUPPLIERS MAKE, AND CUSTOMER RECEIVES, NO WARRANTIES OR CONDITIONS, EXPRESSED, IMPLIED, STATUTORY, OR OTHERWISE, AND TECH WERKS AND ITS SUPPLIERS SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NON INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE.
Tech Werks does not warrant that the Hardware and Licensed Software will operate uninterrupted or error free.  Customer assumes the responsibility for the selection of the Licensed Software and hardware to achieve Customer's intended results; and for the installation, use, and results obtained from the Licensed Software.  SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO CUSTOMER.  THE WARRANTY GIVES CUSTOMER SPECIFIC LEGAL RIGHTS.  CUSTOMER MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE.

PROPRIETARY RIGHTS
This license is not a sale.  Title and copyrights to the Licensed Software, and any copy made by Customer remain with Tech Werks or its Suppliers.

LIMITATION OF LIABILITY
IN NO EVENT WILL TECH WERKS, ITS SUPPLIERS OR AUTHORIZED RESELLERS BE LIABLE FOR ANY DAMAGES, INCLUDING LOSS OF DATA, LOSS OF INCOME, LOSS OF OPPORTUNITY OR PROFITS, COST OF RECOVERY OR OTHER SPECIAL, INCIDENTAL, CONSEQUENTIAL OR INDIRECT DAMAGES ARISING FROM THE USE OF THE SOFTWARE, REFERENCE MATERIALS OR ACCOMPANYING DOCUMENTATION, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY.  THIS LIMITATION WILL APPLY EVEN IF TECH WERKS, ITS SUPPLIERS OR AUTHORIZED RESELLERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.  IN NO EVENT SHALL THE LIABILITY OF TECH WERKS EXCEED THE AMOUNT PAID FOR THE LICENSED SOFTWARE AT ISSUE.  CUSTOMER ACKNOWLEDGES THAT THE LICENSE FEE REFLECTS THIS ALLOCATION OF RISK.  SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO CUSTOMER.

THIRD-PARTY DISCLAIMER
Except as expressly agreed otherwise, Suppliers from whom Tech Werks may have obtained a license right do not warrant the Licensed Software, do not assume any liability with respect to its use, and do not undertake to furnish any support or information relating thereto.

GENERAL
This Agreement contains the entire agreement between the parties with respect to the use, reproduction, and transfer of the Licensed Software.  This Agreement will be governed by the laws of the State of Nevada, without reference to conflict of laws principles.  In any dispute arising out of this Agreement, Customer and Tech Werks each consent to exclusive personal jurisdiction and venue in the State and Federal courts within Buncombe County, North Carolina.  Should Customer have any questions concerning this Agreement, or if Customer desires to contact Tech Werks, Inc. for any reason, please write:  Tech Werks, Inc., 370 N Louisiana Ave D-1 Asheville, NC 28806

ACCEPTABLE USE POLICY (“AUP”)

This AUP is incorporated by referenced in your Webcasting Service Agreement with Tech Werks and your service may be suspended or terminated for violation of this AUP in accordance with the Master Services Agreement.  You are responsible for violations of this policy by you or anyone using your service, whether authorized by you or not.
Inquiries regarding this policy should be directed to Bill Baker at bbaker@techwerks.tv.

Internet Abuse
You may not use Tech Werks’ network to engage in illegal, abusive, or irresponsible behavior, including:
Unauthorized access to or use of data, systems or networks, including any attempt to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures (including those belonging to Tech Werks and its customers) without express authorization of the owner of the system or network;

• monitoring data or traffic on any network or system without the
  authorization of the owner of the system or network;
  
• interference with service to any user of the Tech Werks or other network including, without limitation, mail bombing, flooding, deliberate attempts to overload a system and broadcast attacks;
  
• use of an Internet account or computer without the owner’s authorization, including, but not limited to Internet scanning (tricking other people into releasing their passwords), password robbery, security hole scanning, and port scanning;

• forging of any TCP-IP packet header or any part of the header information in an e-mail or a newsgroup posting; or
  
• any conduct that is likely to result in retaliation against the Tech Werks network or website, or Tech Werks’ employees, officers or other agents, including engaging in behavior that results in any server being the target of a denial of service attack (DoS).

Security
You must take reasonable security precautions in light of your use of the Tech Werks services. You are solely responsible for any breaches of security affecting the servers under your control.  You must protect the confidentiality of your password (s), and you should change your password(s) periodically.
A compromised server is potentially disruptive to Tech Werks’ network and other customers. Therefore Tech Werks may take your server off line if it is accessed or manipulated by third party without your consent.

Bulk or Commercial E-Mail
You must comply with the CAN-SPAM Act of 2003 and other laws and regulations applicable to bulk or commercial e-mail.  In addition, you must obtain Tech Werks’ advance approval for any bulk commercial e-mail, which will not be given unless you are able to demonstrate all of the following to Tech Werks’ reasonable satisfaction:
Your intended recipients have given their consent to receive e-mail via some affirmative means, such as an opt-in procedure;

• Your procedures for soliciting consent include reasonable means to ensure that the person giving consent is the owner of the e-mail address for which the consent is given;
• You retain evidence of the recipient’s consent in a form that may be promptly produced on request, and you honor recipient’s and Tech Werks’ requests to produce consent evidence within 72 hours of receipt of the request.
• The body of the e-mail must describe how the e-mail address was obtained, for example, “You opted in to receive this e-mail promotion from our Web site or from one of our partner sites,” and information on how to request evidence of the consent, for example, “If you would like to learn more about how we received your e-mail address please contact us at abuse@yourdomain.com.”
• You have procedures in place that allow a recipient to easily revoke their consent – such as a link in the body of the e-mail, or instructions to reply with the word “Remove” in the subject line.  Revocations of consent are honored within 72 hours, and you notify recipients that their revocation of their consent will be honored in 72 hours;
• You must post an abuse@yourdoman.com e-mail address on the first page of any Web site associated with the e-mail, you must register that address at abuse.net, and you must promptly respond to messages sent to that address;
• You must have a Privacy Policy posted for each domain associated with the mailing;
• You have the means to track anonymous complaints; and
• You may not obscure the source of your e-mail in any manner. Your e-mail must include the recipients e-mail address in the body of the message or in the “TO” line of the e-mail.

These policies apply to messages sent using your Tech Werks service, or to messages sent from any network by you or any person on your behalf that directly or indirectly refer the recipient to a site hosted via your Tech Werks service.  In addition, you may not use a third party e-mail service that does not practice similar procedures for all its customers.
Tech Werks may test and otherwise monitor your compliance with its requirements, including requesting opt-in information from a random sample of your list at any time.

Newsgroup, Chat Forums, Other Networks
You must comply with the rules and conventions for postings to any bulletin board, chat group or other forum in which you participate, such as IRC and USENET groups including their rules for content and commercial postings.  These groups usually prohibit the posting of off-topic commercial messages, or mass postings to multiple forums.
You must comply with the rules of any other network you access or participate in using your Tech Werks services.

Offensive Content
You may not publish or transmit via Tech Werks ‘network and equipment any content that Tech Werks reasonably believes:

• constitutes child pornography;
• is excessively violent, incites violence, threatens violence, or contains harassing content or hate speech;
• is unfair or deceptive under the consumer protection laws of any jurisdiction, including chain letters and pyramid schemes;
• is defamatory or violates a person’s privacy;
• creates a risk to a person’s safety or health, creates a risk to public safety or health, compromises national security,  or interferes with a investigation by law enforcement;
• improperly exposes trade secrets or other confidential or proprietary information of another person;
• is intended to assist others in defeating technical copyright
  protections;
  clearly infringes on another person’s trade or service mark, patent, or other property right;
• promotes illegal drugs, violates export control laws, relates to illegal gambling, or illegal arms trafficking;
• is otherwise illegal or solicits conduct that is illegal under laws
  applicable to you or to Tech Werks; or
  is otherwise malicious, fraudulent, or may result in retaliation against Tech Werks by offended viewers.

Content “published or transmitted” via Tech Werks’ network or equipment includes Web content, e-mail, bulletin board postings, chat, and any other type of posting or transmission that relies on the Internet.

Copyrighted Material
You may not use Tech Werks’ network or equipment to download, publish, distribute, or otherwise copy in any manner any music, software, art, or other work protected by copyright law unless:

• you have been expressly authorized by the owner of the copyright for the work to copy the work in that manner;
• you are otherwise permitted by established United States copyright law to copy the work in that manner.

Tech Werks may terminate the service of repeat copyright infringers.

Copyright Infringement Notice (Digital Millennium Copyright Act)
If you believe your copyright is being infringed by a person using the Tech Werks network, please send your written notice of copyright infringement to:
Bill Baker at Tech Werks 370 N Louisiana Ave D-1 Asheville, NC 33637

Your notice must include the following:

• A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
• Identification of the copyrighted work claimed to have been infringed, or if multiple copyrighted words at a single site are covered by a single notification, a representative list of such works at that site;
• Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit Tech Werks to locate the material;
• Information reasonably sufficient to permit Tech Werks to contact you, such as an address, telephone number, and, if available, an e-mail address;
• A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, the copyright owner’s agent, or the law;
• A statement that the information in the notification is accurate, and under penalty of perjury that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Cooperation with Investigations and Legal Proceedings.
Tech Werks may, without notice to you:

• report to the appropriate authorities any conduct by you that it
  believes violates applicable criminal law, and
  
• provide any information it has about you in response to a formal or informal request from a law enforcement or government agency, or in response to a formal request in a civil action that on its face meets the requirements for such a request.

Other

• You must have valid and current information on file with your domain name registrar for any domain hosted on the Tech Werks network.
• You may only use IP addresses assigned to you by Tech Werks staff in connection with your Tech Werks services.
• You may not take any action which directly or indirectly results in Tech Werks IP space being listed in any of the various abuse databases.

Consequences of Violation of AUP
Tech Werks may without notice to you, suspend your service or remove any content transmitted via the Tech Werks service if it discovers facts that lead it to reasonably believe your service is being used in violation of this AUP. You must cooperate with Tech Werks’ reasonable investigation of any suspected violation of the AUP. Tech Werks will attempt to contact you prior to suspension of network access to your server(s), however, prior notification is not assured.
You are strictly responsible for the use of your Tech Werks service in violation of this AUP, including use by your customers, and including unauthorized use.  Tech Werks will charge you its hourly rate for security breach recovery (currently $250.00) plus the cost of equipment and material needed to (i)  investigate or otherwise respond to any suspected violation of this AUP, (ii) remedy any harm caused to Tech Werks or any of its customers by the use of your service in violation of this AUP,  (iii) respond to complaints, and (iv) have Tech Werks’ Internet Protocol numbers removed from any “blacklist” such as SPEWs or other abuse databases.

Amendments to AUP
The Internet is still evolving, and the ways in which the Internet may be abused are also still evolving. Therefore, we may from time to time amend this AUP in accordance with our Services Agreements to further detail or describe reasonable restrictions on your use of our services.

Disclaimer
Tech Werks is under no duty, and does not by this AUP undertake a duty, to monitor or police our customers’ activities and disclaims any responsibility for any misuse of the Tech Werks network.  Tech Werks disclaims any obligation to any person who has not entered into an agreement with Tech Werks for services.

Warranty and Service

Tech Werks, Inc. will supply 2 hours of phone support to the customer 30 days from the date of shipping. This support will be directly related to the product supplied by Tech Werks. Technical support will be supplied in 3 ways, phone support, product return and on-site support at the customer’s expense. On-site support will be quoted by Tech Werks at the time of the request. After 30 days, phone support will be billed at $25 a unit. Each unit is 15 minutes. This charge will be at the discretion of technical support personal. All products have a 12-month parts and labor warranty. Tech Werks, Inc. will repair or replace the product based on the type of failure, and will not cover customer neglect.

Return Policy

Equipment may only be returned if found to be defective. The video equipment may be returned for repair or replacement as determined by the Manufacturer. Customers with a Warranty Claim must obtain a Return Merchandise Authorization Number. Tech Werks will not accept any product without a Return Merchandise Authorization Number (RMA). This RMA will be issued directly from Tech Werks through their website (techwerks.tv) or by calling 828-273-7367. All merchandise returned to Tech Werks will be freight prepaid by the customer with one of Tech Werks designated carriers and insured by the carrier.
 

Shipping

The Customer is responsible for all shipping charges to the manufacturer and must include shipping insurance. Equipment that is repaired or replaced under the terms of the warranty will be shipped back to the Customer at the manufacturer’s expense.

Extended Warranty

Expended warranty and out of warranty replacement programs are available. Extended warranty must be purchased directly from Tech Werks, Inc. before the original 12-month warranty expires.

Details

For the purposes of this document:
“Company” means Tech Werks, Inc. and it’s related companies.
“Customer” means the party to whom the Company is supplying equipment and service.
“Warranty Period” means the length of time for which the terms described in this document are applicable. If the Contract doesn’t specify a Warranty Period then it shall be 1 (one) Year.
1. Except as set out below, the Company’s liabilities (if any) following the receipt of the Video Encoder by the Purchaser shall be limited to those matters expressly referred to in the Contract.
 
2. Tech Werks, Inc. hereby warrants that any equipment supplied by it through its’ licensed dealers, shall be free from defects in materials, design or workmanship for the Warranty Period.
3. Should any such defects arise, the Company’s liability for any loss, injury, damage, expense or other claim (whether arising in contract, tort or otherwise) arising out of the supply of such defective equipment shall be limited to making good the defective equipment by repair or replacement (at the option of the Company) and with all reasonable speed.
4. The Company shall have no liability for any loss or damage caused by the defective equipment or in connection with any site work, loss of use (including train delays and disruption), dismantling/extraction costs or other associated costs arising as a result of the equipment failure.
5. The Company shall have no liability where the defect is attributable to wear and tear, tampering, any alteration (including software installs and removal of software when applicable) or repair carried out without the Company’s prior written consent or any misuse or neglect of the equipment which is inconsistent with the Company’s documented recommendations.
6. The Company’s obligation to repair or replace defective equipment is subject to the Purchaser returning the defective equipment to the Company’s works (at the Purchaser’s cost) with the serial numbers and any seals intact.
7. Where the defective equipment cannot reasonably be removed from site then on receipt of written notice of such defect, the Company will make appropriate arrangements with the Purchaser to attend on site to repair or replace the defective equipment.
8. Should any defect be attributable to causes outside the responsibility of the Company, then the full costs of handling, assessment and repair shall be chargeable to the Purchaser at the Company’s normal rates.
 
9. Repaired or replaced items shall have their warranty pursuant to Paragraph 2 above extended by three months or until the date when the original Warranty Period would have expired, whichever is the later provided that the warranty shall not in any event extend beyond 12 months from the end of the original Warranty Period. The warranty extension on repaired items extends only to the part of the equipment, which was the subject of repair. The warranty is not extended to subsequent faults which are unrelated to the original fault(s).
10. The need to adjust any equipment that normally requires initial adjustment upon installation or which is otherwise identified as being subject to adjustment shall not be considered a defect and shall not extend the warranty period for such equipment.
11. The warranty set out in item 2 above shall apply to the exclusion of any other warranty or condition, whether express or implied, and to the maximum extent permissible by law.