MP3DVU 1.02

EULA - End User License Agreement

1. LICENSE. UnityPro hereby grants you (each licensee is addressed as "you") a non-exclusive, transferable license to use its software product and accompanying documentation (the programs object code and documentation are collectively referred to as the "Software") on the following terms and only for non-commercial purposes (see Section 2 below). You may:

a. use the Software on any computer in your possession;

b. make copies of the Software; and

c. distribute the Software (subject to the requirements of Section 3 below) only in the form originally furnished by UnityPro with no modifications or additions whatsoever. If you have the slightest doubt that your copy of the Software is not original, you must contact UnityPro for an original copy.

2. LIMITATIONS ON LICENSE. The license granted in Section 1 is subject
to the following restrictions:

a. The Software is to be used only for non-commercial purposes
unless you obtain UnityPros prior written consent. Prohibited
commercial purposes include, but are not limited to:

(i) Selling, licensing or renting the Software to third parties
for a fee (by payment of money or otherwise, whether direct or
indirect);

(ii) Using the Software to provide services or products to others
for which you are compensated in any manner (by payment of money
or otherwise, whether direct or indirect), including, without
limitation, providing support or maintenance for the Software;

(iii) Using the Software to develop a similar application on any
platform for commercial distribution; or

(iv) Using the Software in any manner that is generally
competitive with a UnityPro product as defined by UnityPro.

b. However, media costs associated with the distribution of the
Software may be recovered. You shall use your best efforts to
promptly notify UnityPro upon learning of any violation of the above
commercial restrictions.

c. On each copy of the Software you must conspicuously and
appropriately reproduce UnityPros copyright notices (see Software for
examples of such notices) and disclaimer of warranty; keep intact
this Agreement and all notices that refer to this Agreement or any
absence of warranty (whether written or interactively displayed);
and give any other recipients of the Software a copy of this
Agreement.

d. You may not modify, combine other commercial applications with,
or otherwise prepare derivative works of the Software.

e. In order to preserve the value of the UnityPro name and/or any
trademarks, service marks, trade dress adopted and/or used by UnityPro
from time to time, you shall not make use of any of them for any
reason (e.g., with respect to an Additional File, in advertising,
marketing your own products, press releases, or other publicity)
except solely as may be expressly authorized by this Agreement or
by the prior written consent of UnityPro.

f. UnityPro, in its sole and absolute discretion, may have included a
portion of the source code or online documentation of the
Software. Except for any such portions, you shall not REVERSE
ENGINEER, DECOMPILE, DISASSEMBLE, OR OTHERWISE REDUCE ANY PORTION
OF THE SOFTWARE TO ANY HUMAN PERCEIVABLE FORM, except to the extent
this restriction is prohibited by applicable law.

3. DISTRIBUTION: As used in this Agreement, the term "distribute" (and
its variants) includes making the Software available (either
intentionally or unintentionally) to third parties for copying or
use, including providing timeshare access. Each time you distribute
the Software, the recipient must expressly agree to comply with
these terms and conditions. The recipient automatically receives
this license to use, copy, or distribute the Software subject to
these terms and conditions. You may not impose any further
restrictions on the recipients exercise of the rights granted
herein. You are not responsible for enforcing compliance with this
Agreement by recipients.

4. TITLE. Title, ownership rights, and intellectual property rights in
and to the Software, and each copy thereof (including all
copyrights therein), shall remain in UnityPro. The Software is
protected by the copyright laws of the United States and
international copyright treaties.

5. NO UnityPro OBLIGATION. You are solely responsible for all of your
costs and expenses incurred in connection with the distribution of
the Software, and UnityPro shall have no liability, obligation or
responsibility therefor. UnityPro shall have no obligation to provide
maintenance, support, upgrades or new releases to you or to any
distributee of the Software.

6. NO WARRANTY. THE SOFTWARE IS LICENSED FREE OF CHARGE, AND THERE IS
NO WARRANTY FOR THE SOFTWARE. UnityPro PROVIDES THE SOFTWARE "AS IS,"
AND UnityPro, ITS DISTRIBUTORS AND SUPPLIERS, AND ALL OTHER PERSONS
WHO HAVE BEEN INVOLVED IN THE CREATION, PRODUCTION, OR DELIVERY OF
THE SOFTWARE, DISCLAIM ALL CONDITIONS AND WARRANTIES OF ANY KIND,
EITHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, BUT
NOT LIMITED TO, ANY CONDITIONS OR IMPLIED WARRANTIES OF
MERCHANTABILITY, SATISFACTORY QUALITY, AND FITNESS FOR A PARTICULAR
PURPOSE. THE ENTIRE RISK AS TO THE RESULTS, QUALITY AND PERFORMANCE
OF THE SOFTWARE IS WITH YOU AND YOUR DISTRIBUTEES. SHOULD THE
SOFTWARE PROVE DEFECTIVE, YOU AND YOUR DISTRIBUTEES (AND NOT UnityPro)
ASSUME THE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION.
UnityPro MAKES NO WARRANTY OF NONINFRINGEMENT OF THE INTELLECTUAL
PROPERTY RIGHTS OF THIRD PARTIES.

7. LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL
THEORY, TORT, CONTRACT, OR OTHERWISE, SHALL UnityPro, ITS DISTRIBUTORS
AND SUPPLIERS, OR ANY OTHER PERSON WHO HAS BEEN INVOLVED IN THE
CREATION, PRODUCTION, OR DELIVERY OF THE SOFTWARE BE LIABLE TO YOU
OR ANY OTHER PERSON FOR ANY GENERAL, DIRECT, INDIRECT, SPECIAL,
INCIDENTAL, CONSEQUENTIAL, OR OTHER DAMAGES OF ANY CHARACTER
ARISING OUT OF THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THE
SOFTWARE, INCLUDING BUT NOT LIMITED TO PERSONAL INJURY, LOSS OF
PROFITS, LOSS OF DATA, OUTPUT FROM THE SOFTWARE OR DATA BEING
RENDERED INACCURATE, FAILURE OF THE SOFTWARE TO OPERATE WITH ANY
OTHER PROGRAMS, DAMAGES FOR LOSS OF GOODWILL, BUSINESS
INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER
DAMAGES OR LOSSES OF WHATEVER NATURE, EVEN IF UnityPro HAS BEEN
INFORMED OF THE POSSIBILITY OF SUCH DAMAGES.

8. INDEMNIFICATION. You and your distributees shall defend, indemnify
and hold harmless UnityPro, its distributors and suppliers, and all
other persons who have been involved in the creation, production,
or delivery of the Software, from any claim, demand, liability,
damage award, suit, judgment, or other legal action (including
reasonable attorneys fees) arising out of your use, distribution,
modification, or duplication of the Software.

9. TERMINATION. The license granted hereunder is effective until
terminated by UnityPro. You may terminate it at any time by destroying
the Software. This license will terminate automatically if you fail
to comply with the limitations described above. On termination, you
must destroy all copies of the Software. The termination of your
license will not result in the termination of the licenses of any
distributees who have received rights to the Software through you
so long as they are in compliance with the provisions of this
Agreement.

10. EXPORT CONTROLS. None of the Software or underlying information or
technology may be downloaded or otherwise exported or re-exported
into (or to a national or resident of) any country in violation of
the laws and administrative regulations of the United States
relating to the control of exports of commodities and technical
data. By downloading or using the Software, you are agreeing to
the foregoing and you are representing and warranting that you are
not located in, under the control of, or a national or resident of
any such country.

11. U. S. GOVERNMENT USE. The Software and any accompanying
documentation are deemed to be "commercial computer software" and
"commercial computer software documentation," respectively,
pursuant to DFAR Section 227.7202 and FAR Section 12.212, as
applicable. Any use, modification, reproduction, release,
performing, displaying or disclosing of the Software and
accompanying documentation by the U.S. Government shall be
governed solely by the terms of this Agreement and shall be
prohibited except to the extent expressly permitted by the terms
of this Agreement. Contractor/manufacturer is UnityPro, 10 East
Hughes Street, Belfast, New York 14711.