mp3TrueEdit(TM) - END-USER LICENSE AGREEMENT FOR SINGLE LICENCE USER

C2 SOLUTIONS LIMITED- a limited company incorporated in England and Wales (registration number 3836299).

IMPORTANT - READ CAREFULLY

Please read this EULA carefully, as it sets out the terms and conditions upon which we license our Software for use.

Before you download the Software from our website, we will ask you to give your express agreement to the terms and conditions of this EULA. If you do not agree to this EULA, you must not use the software for any purpose whatsoever.

This C2 SOLUTIONS LTD's ("C2 SOLUTIONS") End-User License Agreement ("EULA") is a legal agreement between you, an end user of software applications, ("End User") and C2 SOLUTIONS for C2 SOLUTIONS's product identified above (mp3TrueEdit™) which may include controls, source code, demos, associated software components, intermediate files, media, printed materials, and "online" or electronic documentation ("SOFTWARE PRODUCT").

By installing, copying, or otherwise using this SOFTWARE PRODUCT, you agree to be bound by the terms of this EULA. If you do not agree to any part of the terms of this EULA, DO NOT INSTALL, USE, OR EVALUATE, ANY PART, FILE OR PORTION OF THIS SOFTWARE PRODUCT.

This SOFTWARE PRODUCT is licensed, not sold.

If you are an individual, you must acquire an individual license for this SOFTWARE PRODUCT from C2 SOLUTIONS or its authorised resellers.

If you are an entity, you must acquire an individual license for each End User within your organisation from C2 SOLUTIONS or its authorised resellers.

If this SOFTWARE PRODUCT you have obtained is marked as a "TRIAL" or "EVALUATION," you may install one copy of this SOFTWARE PRODUCT for testing purposes for a period of 15 calendar days from the date of installation ("Trial Period"). Upon expiration of the Trial Period, this SOFTWARE PRODUCT will not work. You may uninstall this SOFTWARE PRODUCT.

RIGOROUS ENFORCEMENT OF INTELLECTUAL PROPERTY RIGHTS. If the licensed right of use for this SOFTWARE PRODUCT(S) is purchased by you with any intent to reverse engineer, decompile, create derivative works, and the exploitation or unauthorised transfer of, any C2 SOLUTIONS's intellectual property and trade secrets, to include any exposed methods or source code where provided, no licensed right of use shall exist, and any PRODUCT(s) created as a result shall be judged illegal by definition of all applicable law. Any sale or resale of intellectual property or created derivatives so obtained will be prosecuted to the fullest extent of all local, federal and international law.

1. GRANT OF LICENSE

This EULA, if legally executed as defined herein, licenses and so grants the single individual End User the following rights:

(a) Installation and Use

End User may install and use this SOFTWARE PRODUCT on a single computer running a validly licensed copy of the operating system for which the SOFTWARE PRODUCT was designed. End User may not sell, license or otherwise distribute this SOFTWARE PRODUCT.

(b) Backup Copies.

You may also make copies of the SOFTWARE PRODUCT as may be necessary for backup and archival purposes.

(c) Portions of the SOFTWARE PRODUCT contain the libav, lame, mpg123, mpglib and soundtouch libraries, which is licensed under the GNU Lesser General Public License (LGPL) version 2.1 or higher (http://www.gnu.org/licenses/old-licenses/lgpl-2.1.html). Your use of these products is subject to the terms and conditions of the LGPL.

LGPL License is distributed on an "AS IS" BASIS, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, either express or implied.

In addition subject to LGPL licensing conditions C2 SOLUTIONS is obligated to make the source code for such libraries publicly available, C2 SOLUTIONS will make such source code libraries (including minor C2 SOLUTIONS build modifications, as appropriate) available upon request for a period of up to three years from the date of distribution. Such request can be made in writing to C2 Solutions Ltd., 28 Bellamy Close, Uxbrige, UB10 8SJ, UK.

For some parts of the code used within the SOFTWARE PRODUCT the following notice applies:

Licensed under the Apache License, Version 2.0 (the "Apache License");

you may not use this file except in compliance with the Apache License. You may obtain a copy of the Apache License at http://www.apache.org/licenses/LICENSE-2.0. Unless required by applicable law or agreed to in writing, software distributed under the

Apache License is distributed on an "AS IS" BASIS, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, either express or implied. See the Apache License for the specific language governing

permissions and limitations under the Apache License.

2. LIMITATIONS ON REVERSE ENGINEERING, DECOMPILATION, AND DISASSEMBLY

You may not reverse engineer, decompile, create derivative works, translate, or disassemble this SOFTWARE PRODUCT, and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation. You agree to take all reasonable, legal and appropriate measures to prohibit the illegal dissemination of this SOFTWARE PRODUCT or any of its constituent parts and redistributables to the fullest extent of all applicable local, UK and International Laws and Treaties regarding anti-circumvention.

3. SEPARATION OF COMPONENTS

This SOFTWARE PRODUCT is licensed as a single PRODUCT. This SOFTWARE PRODUCT and its constituent parts may not be reverse engineered, decompiled, disassembled or separated for use on more than one computer, nor placed for distribution, sale, or resale as individual creations by End User. The provision of source code, if included with this SOFTWARE PRODUCT, does not constitute transfer of any legal rights to such code, and resale or distribution of all or any portion of all source code and intellectual property will be prosecuted to the fullest extent of all applicable local, federal and international laws.

4. RENTAL

You may not rent, lease, or lend this SOFTWARE PRODUCT.

5. TRANSFER

You may NOT permanently or temporarily transfer ANY of your rights under this EULA to any individual or entity without prior written approval from C2 SOLUTIONS. Only you as the licensed End User have the right to use this SOFTWARE PRODUCT (or any portions thereof). You may not reproduce or distribute any C2 SOLUTIONS documentation without C2 SOLUTIONS's explicit permission.

6. REDISTRIBUTION

You are not authorised to redistribute any portion of this SOFTWARE PRODUCT. At no time may End User create any tool, redistributable, or software product(s) that directly or indirectly competes C2 SOLUTIONS's SOFTWARE PRODUCTS which utilises all or any portion of this SOFTWARE PRODUCT contained within this installation.

7. UPGRADES

If this SOFTWARE PRODUCT is labelled as an upgrade, you must be properly licensed to use this SOFTWARE PRODUCT identified by C2 SOLUTIONS as being eligible for the upgrade. A SOFTWARE PRODUCT(S) labelled as an upgrade replaces and/or supplements this SOFTWARE PRODUCT that formed the basis for your eligibility for the upgrade, and together constitutes a single PRODUCT. You may use the resulting upgraded PRODUCT(S) only in accordance with all the terms of this EULA.

8. COPYRIGHT

All title and copyrights in and to this SOFTWARE PRODUCT (including but not limited to any copywritten images, demos, source code, intermediate files, packages, photographs, animations, video, audio, music, text, and "applets" incorporated into this SOFTWARE PRODUCT the accompanying printed materials, and any copies of this SOFTWARE PRODUCT) are owned by C2 SOLUTIONS or its subsidiaries. This SOFTWARE PRODUCT is protected by copyright laws and international treaty provisions and therefore, you must treat this SOFTWARE PRODUCT like any other copyrighted material except that you may install this SOFTWARE PRODUCT as described in this EULA.

Maintenance of Copyright Notices

You must not remove or alter any copyright notices on any and all copies of the SOFTWARE PRODUCT.

9. DUAL-MEDIA SOFTWARE PRODUCT(S)

You may receive this SOFTWARE PRODUCT in more than one medium. Regardless of the type or size of the medium you receive, you may use only one medium that is appropriate for your single computer. You may not loan, sell, rent, lease, or otherwise transfer in any manner the other medium to another user or entity.

10. DISCLAIMER OF WARRANTY

C2 SOLUTIONS expressly disclaims any warranty for this SOFTWARE PRODUCT. THIS SOFTWARE PRODUCT and any related documentation is provided "as is" without warranty of any kind, either express or implied, including, without limitation, the implied warranties of merchantability, fitness for a particular purpose, or non infringement. C2 SOLUTIONS does not warrant, guarantee, or make any representations regarding the use, or the results of the use, of this SOFTWARE PRODUCT in terms of correctness, accuracy, reliability, or otherwise. The entire risk arising out of use or performance of this SOFTWARE PRODUCT remains with you. No oral or written information or advice given by C2 SOLUTIONS or its employees shall create a warranty or in any way increase the scope of this warranty.

11. LIMITATIONS ON LIABILITY

To the maximum extent permitted by applicable law, in no event shall C2 SOLUTIONS be liable for any special, incidental, indirect, or consequential 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 of or inability to use this SOFTWARE PRODUCT or the provision of or failure to provide Support Services, even if C2 SOLUTIONS has been advised of the possibility of such damages.

End User understands that this SOFTWARE PRODUCT may produce inaccurate results because of a failure or fault within this SOFTWARE PRODUCT or failure by End User to properly use and or deploy this SOFTWARE PRODUCT. End User assumes full and sole responsibility for any use of this SOFTWARE PRODUCT, and bears the entire risk for failures or faults within this SOFTWARE PRODUCT. You agree that regardless of the cause of failure or fault or the form of any claim, your sole remedy and C2 SOLUTIONS's sole obligation shall be governed by this agreement and in no event shall C2 SOLUTIONS's liability exceed the price paid to C2 SOLUTIONS for this SOFTWARE PRODUCT. This Limited Warranty is void if failure of this SOFTWARE PRODUCT has resulted from accident, abuse, alteration, unauthorised use or misapplication of this SOFTWARE PRODUCT.

12. INDEMNIFICATION

You hereby agree to indemnify C2 SOLUTIONS and its officers, directors, employees, agents, and representatives from each and every demand, claim, loss, liability, or damage of any kind, including actual attorneys fees, whether in tort or contract, that it or any of them may incur by reason of, or arising out of, any claim which is made by any third party with respect to any breach or violation of this Agreement by you or any claims based on the Applications and this SOFTWARE PRODUCT included herein.

13. SUPPORT SERVICES

C2 SOLUTIONS may provide you with support services related to this SOFTWARE PRODUCT ("Support Services"). Use of Support Services is governed by C2 SOLUTIONS policies and programs described in the user manual, in "on line" documentation and/or other C2 SOLUTIONS provided materials.

Any supplemental SOFTWARE PRODUCT(S) provided to you as part of the Support Services shall be considered part of this SOFTWARE PRODUCT and subject to the terms and conditions of this EULA.

With respect to technical information you provide to C2 SOLUTIONS as part of the Support Services, C2 SOLUTIONS may use such information for its business purposes, including for SOFTWARE PRODUCT(s) support and development. C2 SOLUTIONS will not utilise such technical information in a form that personally identifies you.

C2 SOLUTIONS make reasonable endeavours to resolve issues raised by you, provided you are eligible for support under the terms and conditions of the support services.

C2 SOLUTIONS does not warrant or represent that issues raised will be solved by means of the support services; and will not provide any on-site support under this EULA.

C2 SOLUTIONS may subcontract any of its support service obligations to any third party.

14. TERMINATION

Without prejudice to any other rights or remedies, C2 SOLUTIONS will terminate this EULA immediately if:

(a) You, the END USER's failure to comply with all the terms and conditions of this EULA.

(b) you, the END USER: (i) is dissolved; (ii) ceases to conduct all (or substantially all) of its business; (iii) is or becomes unable to pay its debts as they fall due; (iv) is or becomes insolvent or is declared insolvent; or (v) convenes a meeting or makes or proposes to make any arrangement or composition with its creditors;

(c) an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of your(the END USER) assets;

(d) an order is made for the winding up of the END USER, or the END USER passes a resolution for its winding up; or

(e) (where you, the END USER is an individual) the END USER dies, or as a result of illness or incapacity becomes incapable of managing his or her own affairs, or is the subject of a bankruptcy petition or order.

In such events, you, the END USER must uninstall or delete all copies of this SOFTWARE PRODUCT and all of its component parts including any related documentation.

Termination of this EULA will not affect either party's accrued rights and liabilities.

Save as expressly provided in this EULA, you, the END USER will not be entitled to a refund upon the termination of this EULA.

15. GOVERNING LAW AND DISPUTES

This EULA will be governed by and construed in accordance with the laws of England and Wales; and the courts of England will have exclusive jurisdiction to adjudicate any dispute arising under or in connection with this EULA. The terms of the UN Convention on Contracts for the International Sales of Goods are agreed by all parties to be excluded from this EULA.

16. ENGLISH VERSION PREVAILS

In the event that this EULA is translated into other languages and there is a discrepancy between the two language versions, the English language version shall prevail to the extent that such discrepancy is the result of an error in translation.

17. MISCELLANEOUS

This EULA may only be modified in writing signed by you and an authorised officer of C2 SOLUTIONS LTD. If any provision of this EULA is found void or unenforceable, the remainder will remain valid and enforceable according to its terms. If any remedy provided is determined to have failed for its essential purpose, all limitations of liability and exclusions of damages set forth in the Limited Warranty shall remain in effect.

C2 SOLUTIONS reserves all rights not specifically granted in this EULA.

ACKNOWLEDGEMENTS. End User acknowledges that he or she has read this Agreement, understands it, and agrees to be bound by its terms and conditions.

Should you have any questions concerning this EULA, or if you desire to contact C2 SOLUTIONS for any reason, please email: appsales@ithinkapps.com.