END-USER LICENSE AGREEMENT

This End-User License Agreement ("EULA") is a legal agreement between YOU and SEO COMPATIBLE DESIGN LLC dba SpeakingVideo.com. After reading this EULA and/or clicking on the "AGREE" checkbox on the Order Page YOU will indicate your acceptance of these terms and conditions, at which point this EULA will become a legally binding agreement between YOU and SpeakingVideo.com. If YOU do not agree to be bound by this EULA, do not install copy or use the PRODUCT.

Definitions.

YOU: means an individual or a legal entity exercising rights under, and complying with all of the terms of, this EULA or a future version of this EULA. For legal entities, “YOU" includes any entity which controls, is controlled by, or is under common control with YOU. For purposes of this definition, "control" means the power, direct or indirect, to cause the direction or management of such entity, whether by contract or otherwise.

WEB SERVER: A computer connected to the Internet that stores and distributes WEB PAGES upon request.

WEB SITE: A collection of WEB PAGES or files on the World Wide Web that are linked together under a common address (URL or IP Address) and maintained by a company, organization, or individual.

URL: Uniform Resource Locator. This is the equivalent of YOUR home address on the internet. An example is http://SpeakingVideo.com/definitions/Glossary/ or http:// 192.168.0.0/Samples.

IP Address: Internet Protocol Address. This is a unique string of numbers that identifies a computer or server on the Internet. These numbers are normally shown in groups separated by periods. Example: 192.168.0.0.

WEB PAGE: Any computer file, document, or grouping of electronic text which can be addressed by a hypertext link and rendered for a user on his/her computer monitor. This includes any grouping of electronic text, graphical material, or data generated by a software application and displayed through the use of a Web browser.

PRODUCT: set of computer files protected by the copyright laws of the United States and all applicable international copyright treaties of:

(a) Compressed and uncompressed video recording with sound;

(b) Media format based on YOUR selection within the SpeakingVideo.com ORDER PAGE;

(d) Video Compressed Files based on Macromedia® technology

TRADEMARKS: Trademarks referenced herein are either registered trademarks or trademarks of SpeakingVideo.com in the U.S. and/or other countries.

The names of actual companies and products mentioned herein and/or third-party trademarks, trade names and logos contained herein may be the trademarks of their respective owners.

The example companies, organizations, products, domain names, email addresses, logos, people and events depicted herein are fictitious.

No association with any real company, organization, product, domain name, e-mail address, logo, person, or event is intended or should be inferred.

Any rights not expressly granted herein are reserved.

Article 1. GRANT OF LICENSE

1. Subject to YOUR agreement to the terms and conditions set forth in this EULA, SpeakingVideo.com grants YOU a personal, non-exclusive, and non-transferable license to:

(a) install one (1) copy of the PRODUCT onto the hard drive of one (1) WEB SERVER, solely in machine-executable form; and

(b) use the PRODUCT with one (1) WEB SITE ; and

in each instance, solely for advertisement purposes and not for any other purpose (including, without limitation, any act of electronic or physical distribution, performance or broadcast) and in accordance with the terms and conditions set forth in this EULA.

YOU agree that this EULA does not provide YOU any right to grant sublicenses, transfers, copies, duplications of this PRODUCT.

2. The PRODUCT transferred electronically to YOU or contained on CD/DVD is sometimes referred to herein, collectively, as the "LICENSED MATERIALS".

3. PLEASE NOTE: YOUR use of the PRODUCT and the other LICENSED MATERIALS may be subject to additional restrictions, under applicable copyright and other laws that are not enforced or prescribed by any technology transferred to YOU electronically or contained on CD/DVD. The absence of any such technology designed to enforce these additional restrictions should in no way be viewed or interpreted as a waiver, on the part of SpeakingVideo.com or any other person or entity owning any rights in any of the LICENSED MATERIALS, of their respective rights to enforce any such additional restrictions regarding YOUR use of the LICENSED MATERIALS. YOUR use of the PRODUCT and the other LICENSED MATERIALS shall, at all times, remain subject to any and all applicable laws governing the use of such materials, including, without limitation, any restrictions on YOUR use prescribed therein.

3. All of YOUR rights to use the PRODUCT, as described herein, shall be subject to YOUR continued ownership of all rights in and to the electronically transferred content and/or physical CD/DVD on which such PRODUCT is embodied; should YOU transfer YOUR ownership rights in the electronically transferred content and/or physical CD/DVD on which such LICENSED MATERIALS is embodied (in whole or in part) to any other person, party, or company (whether by sale, gift or otherwise), YOUR rights in both the electronically transferred content and/or physical CD/DVD and such PRODUCT shall terminate.

Article 2. RESTRICTIONS ON USE OF LICENSED MATERIALS

1. Except to the extent otherwise expressly permitted hereunder or otherwise by the owner of the relevant rights in or to the LICENSED MATERIALS concerned, and without limitation, the following restrictions shall apply to YOUR use of the LICENSED MATERIALS:

(a) YOU may not copy or reproduce any portion of the LICENSED MATERIALS;

(b) YOU may not distribute, share through any information network, transfer, convey, sell, and lease or rent any of the LICENSED MATERIALS to any other person or company, in whole or in part;

(c) YOU may not change, alter, amend, modify or create derivative works, enhancements, extensions or add-ons to any of the LICENSED MATERIALS;

(d) YOU may not decompile, reverse engineer or disassemble any of the LICENSED MATERIALS, in whole or in part;

(e) YOU may not export the LICENSED MATERIALS outside of the country where YOU reside. (This clause 1(e) of Article 2 shall not be applicable within the European Economic Area (EEA).);

(f) YOU may not utilize the LICENSED MATERIALS separately;

(g) YOU will at all times comply with, and will not circumvent or attempt to circumvent, any of the restrictions on use set forth in this Article 2 or elsewhere in this EULA.

2. In the event that the owner of the LICENSED MATERIALS is a party other than SpeakingVideo.com (each, a "LICENSOR"), YOU agree that such LICENSOR shall be a third party beneficiary under this EULA and, as such, shall have the right to enforce the terms and conditions of this EULA that pertain directly to such LICENSOR'S rights in and to the LICENSED MATERIALS concerned as if such LICENSOR was a party to this EULA. The rights granted to a Licensor under this Article shall not be revoked.

Article 3. UPGRADES

If YOU receive copy of the PRODUCT as an upgrade from an earlier version of the PRODUCT, it is provided to YOU on a license exchange basis. YOU agree by YOUR installation and use of such copy of the PRODUCT to voluntarily terminate YOUR earlier EULA and that YOU will not continue to use the earlier version of the PRODUCT or transfer it to another person or entity.

Article 4. HOW WE MAY MODIFY THIS EULA

SpeakingVideo.com, reserves the right, at any time and from time to time, to update, revise, amend, supplement, and otherwise modify this EULA and to impose new or additional rules, policies, terms, or conditions on YOUR use of the PRODUCT. YOU must review this EULA on regular basis. YOU can find the most recent version of the contract at http://www.SpeakingVideo.com/eula.htm. The changed EULA becomes effective as soon as its amended or modified version is available at http://www.SpeakingVideo.com/eula.htm. If YOU do not agree to the changes in the amended and/or modified EULA, then YOU must stop using the electronically transferred content and/or physical CD/DVD. If YOU do not stop using the electronically transferred content and/or physical CD/DVD, then YOUR use of the electronically transferred content and/or physical CD/DVD will continue under the amended and/or modified contract.

Article 5. MISCELLANEOUS

If YOU acquired this product in the United States, this EULA is governed by the laws of the Commonwealth of Pennsylvania.

If this product was acquired outside the United States, then local laws may apply.

(a) RESERVATION OF RIGHTS AND OWNERSHIP. The PRODUCT is licensed as a single product. Its component parts may not be separated, or divided for use by more than one user. SpeakingVideo.com, reserves all rights not expressly granted to YOU in this EULA. The PRODUCT is licensed, not sold to YOU.

(b) LIMITATIONS ON REVERSE ENGINEERING, DECOMPILATION, AND DISASSEMBLY. YOU may not reverse engineer, decompile, or disassemble the PRODUCT, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.

(d) NO SOFTWARE PRODUCT TRANSFER. YOU may not assign or otherwise transfer, sell, convey, donate, or will the PRODUCT or any of YOUR rights hereunder to any third party.

(e) RESTRICTIONS ON ALTERATION. YOU may not rename, edit or create any derivative works from the PRODUCT.

COPYRIGHT. All title and copyrights in and to the PRODUCT (including but not limited to any images, text, video incorporated into the PRODUCT), the accompanying electronic materials, and any copies of the PRODUCT are owned by SpeakingVideo.com, or its suppliers. The PRODUCT is protected by copyright laws and international treaty provisions. Therefore, YOU must treat the PRODUCT like any other copyrighted material.

TERMINATION. Without prejudice to any other rights, SEO COMPATIBLE DESIGN LLC, may terminate this EULA if YOU fail to comply with the terms and conditions of this EULA. In such event, YOU must destroy all copies of the PRODUCT and all of its component parts.

Article 6. INTELLECTUAL PROPERTY RIGHTS

YOU will not use the PRODUCT to violate anyone's copyright, trademark, intellectual property rights, or privacy rights.

By submitting the text material(s) to be used on SpeakingVideo.com, YOU are representing the following;

a) that the text material(s) are not copyrighted or plagiarized, and thereby can be used without any liability or claim(s) for copyright infringement or plagiarism, and YOU herby relinquish all right(s) to the text material(s) to SpeakingVideo.com.; or

b) that YOU are a true and correct owner of the copyrighted text material(s), and thereby YOU grant to SpeakingVideo.com, the nonexclusive right(s) to create a derivative product based on the text material(s).

All title to, and intellectual property rights in, the LICENSED MATERIALS and any related documents are and shall remain owned and/or controlled solely and exclusively by SpeakingVideo.com, and/or its LICENSORS. SpeakingVideo.com, and/or all respective LICENSORS reserve all rights in the LICENSED MATERIALS not specifically granted to YOU under this EULA.

SpeakingVideo.com, is dully registered and owned by SpeakingVideo.com, its owners, partners, associates, suppliers, and subsidiaries.

Article 7. EXCLUSION OF WARRANTIES

YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOU ARE INSTALLING AND USING THE LICENSED MATERIALS AT YOUR OWN SOLE RISK. THE LICENSED MATERIALS ARE PROVIDED "AS IS" AND WITHOUT WARRANTY, TERM OR CONDITION OF ANY KIND, AND SpeakingVideo.com, ITS LICENSORS AND EACH OF THEIR LICENSEES, AFFILIATES AND AUTHORIZED REPRESENTATIVES (EACH, A "SpeakingVideo.com PARTY") EXPRESSLY DISCLAIM ALL WARRANTIES, TERMS OR CONDITIONS. EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, NON-INFRINGEMENT AND FITNESS FOR A GENERAL OR PARTICULAR PURPOSE. NO ORAL, WRITTEN OR ELECTRONIC INFORMATION OR ADVICE GIVEN BY ANY SpeakingVideo.com, PARTY SHALL CREATE ANY WARRANTY, TERM OR CONDITION WITH RESPECT TO THE LICENSED MATERIALS OR OTHERWISE. SHOULD THE LICENSED MATERIALS PROVE TO BE DEFECTIVE, YOU (AND NOT THE SpeakingVideo.com, PARTY CONCERNED) AGREE TO ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIRS OR CORRECTIONS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, TERMS OR CONDITIONS IN CERTAIN INSTANCES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. THIS ARTICLE WILL APPLY ONLY WHEN AND TO THE EXTENT THAT THE APPLICABLE LAW SPECIFICALLY MANDATES LIABILITY, DESPITE THE FOREGOING DISCLAIMER, EXCLUSION AND LIMITATION.

Article 8. LIMITATION OF LIABILITY

IN NO EVENT SHALL SpeakingVideo.com, OR ITS SUPPLIERS, ASSOCIATES, OR SUBSIDIARIES SHALL BE LIABLE FOR ANY LOSS OR DAMAGE(S), PERFORMANCE, OR NONE PERFORMANCE, EITHER DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR OTHERWISE, ARISING OUT OF THE BREACH OF ANY EXPRESS OR IMPLIED WARRANTY, TERM OR CONDITION, BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY MISREPRESENTATION, FAILURE OF ANY REMEDY TO ACHIEVE ITS ESSENTIAL PURPOSE OR ANY OTHER LEGAL THEORY ARISING OUT OF, OR RELATED TO, THIS EULA OR YOUR USE OF ANY OF THE LICENSED MATERIALS (SUCH DAMAGES INCLUDE, BUT ARE NOT LIMITED TO, LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, LOSS OF USE OF THE PRODUCT OR ANY ASSOCIATED EQUIPMENT, DOWN TIME AND USER'S TIME), EVEN IF THE SpeakingVideo.com, PARTY CONCERNED HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES IN CERTAIN INSTANCES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. THIS ARTICLE WILL NOT APPLY ONLY WHEN AND TO THE EXTENT THAT APPLICABLE LAW SPECIFICALLY REQUIRES LIABILITY DESPITE THE FOREGOING DISCLAIMER, EXCLUSION AND LIMITATION.

Article 9. LIMITED WARRANTY

NO WARRANTIES. SpeakingVideo.com, expressly disclaims any warranty for the PRODUCT. The PRODUCT and any related documentation, presentation, and/or content is provided "as is" without warranty of any kind, either express or implied, including, without limitation, the implied warranties or merchantability, fitness for a particular purpose, or infringement. The entire risk arising out of use or performance of the PRODUCT remains with YOU.

NO LIABILITY FOR CONSEQUENTIAL DAMAGES. In no event shall SpeakingVideo.com, or its suppliers 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 of or inability to use this PRODUCT, even if SpeakingVideo.com 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.

Article 10. DAMAGES ARISING OUT OF YOUR ACTIONS

YOU shall defend, indemnify and hold the SpeakingVideo.com, its PARTIES, ASSOCIATES, SUPPLIERS, AND SUBSIDIARIES harmless from and against any and all liabilities, damages, costs, expenses or losses arising out of your use or nonuse of the LICENSED MATERIALS, your negligent or wrongful acts, your violation of any applicable laws or regulations, and/or your breach of any provision of this EULA.

Article 11. EXPIRATION AND TERMINATION

(a) The rights granted to YOU hereunder to use the PRODUCT are conditioned upon your continued possession of, and your continued right under a license from SpeakingVideo.com, to use, the electronically transferred content and/or physical CD/DVD that YOU purchased. In the event that YOU no longer possess or have the right under such license to use the electronically transferred content and/or physical CD/DVD, your rights hereunder to use the PRODUCT shall expire immediately, without notice from SpeakingVideo.com.

(b) Without prejudice to any other rights SpeakingVideo.com, or any SpeakingVideo.com, PARTY may have hereunder, the term of this EULA shall terminate immediately, without notice from SpeakingVideo.com, and all rights YOU may have hereunder to use the LICENSED MATERIALS shall be immediately revoked, in the event that YOU: (I) fail to comply with any provision of this EULA, (II) fail to install an update of the electronically transferred content and/or physical CD/DVD that was previously provided to YOU by the SpeakingVideo.com, PARTIES within the time specified, or (III) file a voluntary petition or are subject to an involuntary petition under applicable bankruptcy laws, are declared insolvent, make an assignment for the benefit of creditors, or are served with a writ of attachment , writ of execution, garnishment or other legal process pertaining to any of your assets or property.

(c) Upon the expiration or termination of this EULA, YOU shall immediately remove all of the LICENSED MATERIALS from computer (WEB SERVER) system and delete or destroy them, along with any related documentation (and any copies thereof) that YOU may have received or otherwise may possess.

(d) Articles 6 (Intellectual Property Rights), 8 (Limitation of Liability), 10 (Damages Arising Out Of YOUR Actions), 11 (Expiration and Termination), 12 (Governing Law and Waiver of Trial By Jury), and 13 (General) shall survive and remain in full force and effect following the expiration or termination of this EULA.

(e) To the extent relevant under applicable law, YOU and SpeakingVideo.com each agree, for the effectiveness of the termination clauses under this EULA, to waive any provisions, procedures and operation of any applicable law that might otherwise require judicial approval or a court order in order to effect the termination of this EULA.

Article 12. GOVERNING LAW AND WAIVER OF TRIAL BY JURY

(a) THE VALIDITY, INTERPRETATION AND LEGAL EFFECT OF THIS EULA SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF ARIZONA..

(b) YOU HEREBY WAIVE ALL RIGHTS AND/OR ENTITLEMENT TO TRIAL BY JURY IN CONNECTION WITH ANY DISPUTE THAT ARISES OUT OF OR RELATES IN ANY WAY TO THIS EULA OR THE PRODUCT.

Article 13. GENERAL

If any provision of this EULA is subsequently held to be invalid or unenforceable by any court or other authority, such invalidity or unenforceability shall in no way affect the validity or enforceability of any other provision of this EULA. This EULA shall be binding upon the parties' authorized successors and assignees. Neither party's waiver of any breach or failure to enforce any of the provision of this EULA at any time shall in any way affect, limit or waive such party's right thereafter to enforce and compel strict compliance with every other provision. No modification of this EULA shall be effective unless it is set forth in a writing signed by SpeakingVideo.com.