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FLUX MEDIA, INC.
75 5TH ST NW, STE 225 ATLANTA, GA 30308

SOFTWARE LICENSE AGREEMENT

PLEASE READ THIS SOFTWARE LICENSE AGREEMENT CAREFULLY.  BY CLICKING THE “ACCEPT” BUTTON OR DOWNLOADING, INSTALLING, OR USING THE SOFTWARE YOU INDICATE ACCEPTANCE OF AND AGREEMENT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT.  IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, CLICK THE DO NOT ACCEPT BUTTON AND DO NOT DOWNLOAD, INSTALL, OR USE THE SOFTWARE.

IF THE SOFTWARE WAS PRE-INSTALLED ON YOUR ELECTRONIC DEVICE OR CAME ON MEDIA PACKAGED WITH YOUR ELECTRONIC DEVICE AT NO EXTRA CHARGE, AND IF YOU DO NOT AGREE WITH THIS AGREEMENT, DO NOT USE THE SOFTWARE.

This agreement (the “Agreement”) is made between Flux Media, Inc, (dba “Centrafuse”) and the owner and each end user (“Licensee”) of the computer, processor, chip, or similar device (the “Electronic Device”) into which the Software is downloaded, installed, and/or accessed online or through a network.  This Agreement applies to Centrafuse drivers, DLL files, application programs, and utility programs, including without limitation, the computer programs known as CENTRAFUSE, the Third Party Components (as defined below), any updates and maintenance releases thereto, and replacements therefore, and the supporting documentation and materials (collectively, the “Software”) obtained from the manufacturer of the Electronic Device (“Manufacturer”) or from Centrafuse on Media or by download from the Manufacturer web site or the Centrafuse web site www.centrafuse.com.  This Agreement shall be effective on the date of the first to occur of the date (a) of delivery of the Electronic Device with the Software pre-loaded, (b) that Media containing the Software is delivered to Licensee, (c) the Software is downloaded to Media or the Electronic Device, or (d) the date the Software is first accessed by an Electronic Device in the possession of Licensee (the “Effective Date”).  As used in this Agreement, “Media” means a compact disc and any other object which can record information in a form that can be transferred into an Electronic Device.

LICENSE
Subject to the terms and conditions of this Agreement, the Software is licensed, not sold, to Licensee by Centrafuse.  Centrafuse grants Licensee the limited non-exclusive right to Use a single copy of the Software on a single Electronic Device.  Licensee may make one copy (in machine-readable form only) of the Software licensed hereunder solely for backup or disaster recovery purposes.  “Use” shall mean Licensee may use, access, run, or otherwise interact with the Software on a single Electronic Device, for Licensee’s own use and not as a service for other third parties, in accordance with the applicable documentation.

OWNERSHIP RIGHTS
Centrafuse reserves any rights not expressly granted to Licensee and retains title and full ownership rights under the copyright laws of the United States or any other jurisdiction or under any federal, state, or foreign laws.  Centrafuse is not obligated to provide and Licensee acquires no right of any kind with respect to any source code for the Software.  The Software is distributed with the following third party components (the “Third Party Components”): (a) The navigation engine is provided by Destinator Technologies, (b) Phone support is provided by PhoneControl.NET; and (c) the Silabs radio module is provided by Media Car Australia.  The Third Party Components are the property of their respective owners.  Centrafuse does not provide support for Third Party Components.
Restricted rights legend: Use, duplication, or disclosure is subject to restrictions stated in paragraph (b)(3)(b) of the rights in technical data and computer software clause at 52.227-7013. Contractor/manufacturer is Centrafuse, Inc, 887 W Marietta, St., NW, Suite M208, Atlanta, GA 30318, U.S.A.

RESTRICTIONS
Licensee agrees that it has no right whatsoever to modify the Software or any portion thereof in any manner.  Licensee shall not, nor permit any third party to, reverse engineer, decompile, disassemble, or otherwise reduce the Software to any humanly perceivable form.  Licensee may not modify, adapt, translate, rent, or sublicense (including offering the Software to third parties on an applications service provider or time-sharing basis), assign, give away, loan, resell for profit, or distribute the Software, the Media, or related materials or create derivative works based upon the Software or any part thereof.  Licensee may not access the Software loaded on one Electronic Device from another Electronic Device through a network or other means.  Licensee may not install the Software on more than one Electronic Device. Except for one copy to be used solely for backup or disaster recovery purposes, Licensee may not copy the Software in whole or in part, or use trade secret information contained in the Software, to develop computer programs that interface or interact with the Software. 

CONFIDENTIALITY
“Confidential Information” shall be defined to include Software, source code, object code, and any proprietary tools, proprietary knowledge or proprietary methodologies disclosed by Centrafuse to Licensee under or relating to this Agreement.  Licensee shall observe complete confidentiality with respect to the Confidential Information, and shall use its best efforts and take all reasonable steps to protect the Confidential Information from any use, reproduction, publication, disclosure, or distribution except as specifically authorized by this Agreement.  Licensee shall promptly notify Centrafuse of any known unauthorized use or disclosure of the Confidential Information and will cooperate with Centrafuse in any litigation brought by Flux Media Inc. against third parties to protect its proprietary rights. 

WARRANTIES
THE SOFTWARE IS PROVIDED TO LICENSEE IN “AS-IS” CONDITION WITH NO WARRANTY.  FLUX MEDIA DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SOFTWARE, MEDIA, RELATED MATERIALS, SERVICES, AND CONTENT, INCLUDING ANY REPRESENTATION AND WARRANTY OF QUALITY OR SECURITY, AND THE IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, AND NONINFRINGEMENT.  FLUX MEDIA DOES NOT WARRANT THAT THE SOFTWARE OR ANY RELATED SERVICES OR CONTENT IS FREE FROM BUGS, VIRUSES, ERRORS, OR OTHER PROGRAM LIMITATIONS.  IF LICENSEE IS A RESIDENT OF A STATE THAT DOES NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, THE ABOVE EXCLUSIONS DO NOT APPLY, AND THE IMPLIED WARRANTIES ARE LIMITED IN DURATION TO SIXTY (60) DAYS FROM THE EFFECTIVE DATE.  IF LICENSEE IS A RESIDENT OF A STATE THAT DOES NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, THE ABOVE LIMITATION DOES NOT APPLY.  THIS WARRANTY MAY GIVE LICENSEE SPECIFIC LEGAL RIGHTS WHICH VARY FROM JURISDICTION TO JURISDICTION.

LIMITATION OF LIABILITY
IN NO EVENT WILL FLUX MEDIA, ITS SUBSIDIARIES, OR LICENSORS, OR ANY OF THE DIRECTORS, OFFICERS, EMPLOYEES, OR AFFILIATES OF ANY OF THE FOREGOING BE LIABLE TO LICENSEE UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, PRODUCT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, OR SPECIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, AND THE LIKE), WHETHER FORESEEABLE OR UNFORESEEABLE, OR FOR COST OF PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGY, OR SERVICES, REGARDLESS OF THE BASIS OF THE CLAIM AND EVEN IF FLUX MEDIA OR A REPRESENTATIVE OF FLUX MEDIA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.  FLUX MEDIA’S CUMULATIVE LIABILITY FOR DAMAGES FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL BE LIMITED TO $100.00.  SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OF INCIDENTAL DAMAGES.  ACCORDINGLY, THE LIMITATIONS AND EXCLUSIONS SET FORTH ABOVE MAY NOT APPLY TO LICENSEE.  THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN FLUX MEDIA AND LICENSEE.  FLUX MEDIA WOULD NOT HAVE PROVIDED THE SOFTWARE WITHOUT SUCH LIMITATIONS.

TERMINATION
Licensee may terminate this Agreement and the License granted hereunder by giving Centrafuse thirty (30) days prior written notice.  

Centrafuse may terminate this Agreement and the License granted hereunder immediately without notice if: (a) Licensee fails to comply with any term or condition of this Agreement or (b) Licensee shall become insolvent or shall make an assignment for the benefit of its creditors or there shall be filed by or against Licensee any bankruptcy, receivership, reorganization, or other like proceeding under any present or future debtor relief law.  No portion of the fees paid to Centrafuse for Software shall be returnable or refundable upon termination of this Agreement, whether such termination is by Licensee or by Centrafuse.  Upon any termination of this Agreement, Licensee must immediately cease all use of the Software and immediately destroy all complete and partial copies of the Software, including all backup copies.  Licensee shall certify to Centrafuse in writing that it has complied with the preceding sentence.

EXPORT RESTRICTIONS
Licensee acknowledges and agrees that the Software is subject to restrictions and controls imposed by the Export Administration Act and the Export Administration Regulations (the "Acts").  Licensee agrees and certifies that neither the Software nor any direct product thereof is being or will be used for any purpose prohibited by the Acts.  Licensee agrees and certifies that Licensee is not a citizen or permanent resident of Cuba, Iran, Iraq, North Korea, Libya, Sudan or Syria.

U.S. GOVERNMENT 
The Software is a "commercial item," as that term is defined at 48 C.F.R. 2.101 (OCT 1995), consisting of "commercial computer software" and "commercial computer software documentation," as such terms are used in 48 C.F.R. 12.212 (SEPT 1995) and the Department of Defense Federal Acquisition Regulations Sections 252.227-7014 (a) (1), (5).  Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227-7202-1 through 227-7202-4 (JUNE 1995), all U.S. Government End Users acquire the Software (or Licensed Product) with only those rights set forth herein.

GENERAL PROVISIONS
Assignment.  
Licensee may not assign or transfer its rights and obligations under this Agreement without registration with Centrafuse and, unless the transfer is registered with Centrafuse, any purported assignment or transfer shall be null and void.

No Waiver.  
Any failure by either party to detect, protest, or remedy any breach of this Agreement shall not constitute a waiver or impairment of any such term or condition, or the right of such party at any time to avail itself of such remedies as it may have for any breach or breaches of such term or condition.  A waiver may only occur pursuant to the prior written express permission of an authorized officer of the other party.  

Severability.  
If any provision hereof is declared invalid by a court of competent jurisdiction, such provision shall be ineffective only to the extent of such invalidity, so that the remainder of that provision and all remaining provisions of this Agreement will continue in full force and effect.

Headings.  
Headings used in this Agreement are for convenience only and shall not be considered in construing or interpreting this Agreement.

Governing Law.  
The validity and performance of this Agreement shall be governed by Georgia law (without reference to choice of law principles), except as to copyright and trademark matters, which are covered by federal laws.  This Agreement is deemed entered into at Atlanta, Georgia, and shall be construed as to its fair meaning and not strictly for or against either party.  This Agreement does not limit any rights that Centrafuse may have under trade secret, copyright, patent, or other laws.  The parties expressly exclude all application of the United Nations Convention on the International Sale of Goods to this Agreement.  In any suit, arbitration, mediation, or other proceeding to enforce any right or remedy under this Agreement or to interpret any provision of this Agreement, the prevailing party will be entitled to recover its costs, including reasonable attorneys’ fees, and all costs and fees incurred on appeal or in a bankruptcy or similar action.

Entire Agreement.  
Except as set forth in any other written agreement between Centrafuse and Licensee, this Agreement constitutes the final, complete, and exclusive statement of the agreement between the parties in respect of the subject matter hereof.  This Agreement shall govern any services related to the Software, unless such services or content are subject to a separate written agreement between Licensee and Centrafuse.  However, the limitations of liability and disclaimer of warranties in this Agreement shall apply to Centrafuse with respect to such services except to the extent provided otherwise in a separate written agreement approved by Centrafuse between Licensee and Centrafuse.  Nothing in this Agreement shall supersede any prior written agreement between Centrafuse and Licensee.
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Company Info
Centrafuse is a software company, focused on making PC’s relevant in market’s previously considered impractical. Our intelligent convergence technology enables developers to provide appropriately designed solutions for non-traditional PC environments, such as the automobile.
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