Paradigm 3D Virtual Reality ActiveX Control 1.0

READ CAREFULLY!

This PARADIGM 3D VR ActiveX Control for Windows End-User License

Agreement ("Agreement") is a legal agreement between

you (either an individual or a single entity known as

"Customer") and PARADIGM INTERNATIONAL LIMITED (or

PARADIGM), which owns a proprietary edutainment

package which includes computer software

and "on-line" or electronic documentation and associated

READ CAREFULLY!

This PARADIGM 3D VR ActiveX Control for Windows End-User License

Agreement ("Agreement") is a legal agreement between

you (either an individual or a single entity known as

"Customer") and PARADIGM INTERNATIONAL LIMITED (or

PARADIGM), which owns a proprietary edutainment

package which includes computer software

and "on-line" or electronic documentation and associated

media and printed materials (collectively known as

"PARADIGM 3D VR ActiveX Control" or "Software").

By installing, copying, or otherwise using the Software

or any Software Updates, Customer agrees to be bound by

the terms of this Agreement. If Customer does not agree

to the terms of this Agreement, do not install, copy, or

use the Software, including all Software Updates that

Customer received as part of the Software. By installing,

copying, or otherwise using an Update, Customer agrees

to be bound by the additional license terms that accompany

such Update. If Customer does not agree to the terms of

the additional license terms that accompany the Update,

disregard the Update and the additional license terms

that accompany the Update. In this event, Customer's

rights to use the Software shall continue to be governed

by the then-existing Agreement.

1. Copyright

All title and copyrights in and to the Software (including

but not limited to any software components, product

documentation and associated media, sample files, extension

files, tools and utilities, miscellaneous technical information,

collectively referred to herein as the "Software"), and any

copies of the Software or DERIVATIVE products such as logo, toys,

movie, etc. are owned by PARADIGM. The Software

is protected by Nigeria copyright laws and international

treaty provisions. Therefore, you must treat the Software

like any other copyrighted material, except that Customer

may either (i) make one copy of the Software solely for

backup or archival purposes, provided Customer reproduces

and includes PARADIGM's copyright and trademark notices

contained on the original disk labels on such backup copy,

or (ii) transfer the Software to a hard disk, provided

Customer keeps the original solely for backup and archival

purposes. Customer may not copy the printed materials

accompanying the Software. The Software is licensed, not SOLD.

2. Grant of License

a. PARADIGM grants Customer use of the Software only if

Customer has registered the Software directly with PARADIGM.

b. PARADIGM grants Customer a non-exclusive, worldwide

license to use PARADIGM 3D VR ActiveX Control for Windows® computer

software (the "Software") for the purpose of developing multimedia, Virtual

Reality and/or Sound enabled applications on a computer.

c. Acceptance: PARADIGM 3D VR ActiveX Control for Windows shall be

deemed accepted by Customer upon payment for the Software

license by Customer and shall not be granted a refund of

any license fees for the Software, except for Customer's

rights defined under Section 5 Disclaimer of Warranty in

this Agreement.

3. Other Restrictions

a. The Software is the sole and exclusive property of

PARADIGM, including all applicable rights to patents,

copyrights, trademarks and trade secrets and is provided

for Customer's exclusive use for the purposes of this

Agreement and will be held in confidence.

b. Customer will not remove any designation mark from

any supplied material that identifies such material as

belonging to or developed by PARADIGM or her suppliers.

Customer agrees not to disassemble, decompile, reverse

engineer or otherwise reduce the Software to perceptible form.

c. Customer may not rent, lease, or sublicense the Software.

d. Customer may permanently transfer all of Customer's

rights under this Agreement, provided Customer retains

no copies, Customer transfers all of the Software (including

all component parts, the media and printed materials, any

upgrades, and this Agreement), Customer provides PARADIGM

notice of Customer's name, company, and address and the

name, company, and address of the person to whom Customer

is transferring the rights granted herein, and the recipient

agrees to the terms of this Agreement and pays to PARADIGM a

transfer fee in an amount to be determined by PARADIGM and

in effect at the time in question. If the Software is an

upgrade, any transfer must include all prior versions of

the Software. If the Software is received as part of a

subscription, any transfer must include all prior

deliverables of Software and all other subscription

deliverables. Upon such transfer, Customer's license

under this Agreement is automatically terminated.

e. Customer may use or transfer the Updates to the

Software only in conjunction with Customer's then-

existing Software. The Software and all Updates are

licensed as a single product and the Updates may not

be separated from the Software for use at any time.

4. Termination

a. Without prejudice to any other rights, PARADIGM

may terminate this Agreement if Customer fails to

comply with the terms and conditions of this Agreement.

In such event, Customer must destroy all copies of the

Software in any form and all of its component parts.

5. Disclaimer of Warranty

a. NO WARRANTIES. THE SOFTWARE IS PROVIDED "AS IS"

WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT

PERMITTED BY APPLICABLE LAW, PARADIGM DISCLAIMS ALL

WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING, BUT NOT

LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND

FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTY

AGAINST INFRINGEMENT, WITH REGARD TO THE SOFTWARE.

THIS LIMITED WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS.

YOU MAY HAVE OTHERS, WHICH VARY FROM STATE/JURISDICTION

TO STATE/JURISDICTION.

In the event PARADIGM fails to remedy material defects

in the Software, Customer's exclusive remedy shall be,

at PARADIGM's option, either (a) to receive a refund not

to exceed the license fee paid hereunder for the current

term of the Agreement, or (b) shall be to correct the

Software at PARADIGM's sole expense.

b. NO LIABILITY FOR DAMAGES. TO THE MAXIMUM EXTENT

PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL PARADIGM

BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT

LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS

INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER

PECUNIARY LOSS) ARISING OUT OF THE USE OR INABILITY TO USE

THE SOFTWARE, OR THE PROVISION OF OR FAILURE TO PROVIDE

SUPPORT SERVICES, EVEN IF PARADIGM HAS BEEN ADVISED OF THE

POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES/

JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION

OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES,

THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

c. PARADIGM shall be relieved of any and all obligations

with respect to this section for any portions of the

Software that are revised, changed, modified, or

maintained by anyone other than PARADIGM.

6. Additional Copies: The software installation is

restricted. PARADIGM grants each Customer registration

code for the specific End-User License type purchased.

7. Governing Law: This Agreement shall be construed

and the legal relation between the parties determined

in accordance with laws of the Federal Republic of Nigeria.

8. NIGERIAN GOVERNMENT RESTRICTED RIGHTS. The SOFTWARE

PRODUCT and documentation are provided with RESTRICTED

RIGHTS. Use, duplication, or disclosure by the Nigerian

Federal Government is subject to restrictions as may be

set forth in federal laws.

CUSTOMER ACKNOWLEDGES THAT CUSTOMER HAS READ THIS AGREEMENT,

UNDERSTAND IT AND AGREES TO BE BOUND BY ITS TERMS AND

CONDITIONS. CUSTOMER FURTHER AGREES THAT IT IS THE COMPLETE

AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN CUSTOMER

AND PARADIGM WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT,

ORAL OR WRITTEN, AND ANY OTHER COMMUNICATIONS BETWEEN CUSTOMER

AND PARADIGM RELATING TO THE SOFTWARE.