End User License for Sound Files

This Agreement is between Chips International, Inc., whose current address is Hwy 16 South (P.O. Drawer C), Priddy, Texas 76870, and you, the customer of our product(s), whose address is guaranteed as correct as provided by you in the product registration statement. Together, we are the Parties (the Parties) to this Agreement.

You, the Customer, are considered the End User of the Sound Files ( the Sounds) covered by this Agreement. The Sounds may not be transferred except as stated below. Chips International, Inc. is willing to provide the Sounds for use by End Users under the following terms and conditions:

A. The Sounds shall constitute distinctive sounds, such as Halloween and/or other sounds, that have been originally (or will be) developed by Chips International, Inc. and/or purchased from vendor(s) or Licensor(s), as selected by Chips International, Inc. at its sole discretion, each “Sound” name should include the identification of the original Copyright Holder, and the Sound (s) shall remain the valuable intellectual property of the original Copyright Holder and are protected by law, including U.S. Copyright laws and international treaties.

B. The number of Sounds made available to End Users will be determined by Chips International, Inc., and may be decreased or increased as any time in the future. If, in the
future, the number of sound files made available has decreased or discontinued entirely, those customers that have previously received the “Sounds” will be authorized to use the Sounds per the Agreement that was a in effect at the time of the receipt of the “Sounds”.

If, in the future, the number of Sounds made available has increased, Chips International, Inc. is in no way responsible for contacting previous End Users to upgrade to the “new” sounds made available. The End User is solely responsible to contact Chips International, Inc., for authorization to “download” any “new” Sounds, and Chips International, Inc., is in no way obligated to authorize such download.

C. This Agreement does not authorize or permit any use of the Sounds unless expressly set forth herein. End Users must first obtain authorization from Chips International, Inc. in writing to use the Sounds for purposes other than expressly granted in this Agreement.

D. Chips International, Inc, its Vendors, and/or Licensor’s reserve all rights not expressly granted to the End User in this Agreement. All rights granted to End User are on a non- exclusive basis, unless, under separate agreement, “Sounds” may be developed specifically for specific End User(s).

E. As limited by this Agreement, End Users are authorized to use the Sounds world-wide in message recorder/player products as developed and sold by Chips International, Inc., as follows:

1) The Sounds may be used by Licensee, it’s agents, distributors, and/or retailers, for
demonstration and/or educational purposes to demonstrate the Licensee’s products.

End User License for Sound Files (Continued)

2) The Sounds may be used to provide content for purchasers of the Chips International,
Inc.’s products, such as, the “Halloween Howler” message recorder/player (a.k.a.
AudioPal SUPERSELLER).

3) Use of the Sounds is authorized for similar-type products, regardless of “Product Name”
or “Company “ distributing the product, so long as the “product” is developed or sold by
Chips International, Inc., and sold through authorized distributors.

4) This License applies to End Users, whether the product was sold directly by Chips
International, Inc., and/or through agents, distributors, retailers, etc., worldwide.

5) Access to the Sounds may be made to End Users through Chips International, Inc.’s
internet website(s).

A Copyright Notice (see sample below) must be posted in the download area of the website
advising end user(s) of the restrictions on the Sounds.

6) Nothing in this Agreement restricts the Chips International, Inc. from charging a “user fee”
for use of the Sounds in the future.. However, End Users will be entitled to continue using
the Sounds per the Agreement in effect at the time of receipt of the Sounds.

F. Unless specifically authorized by Chips International, Inc., in writing, End Users are prohibited from:

1) Transferring, copying, or duplicating the Sounds in whole or in part for any other
purpose than covered by this Agreement.

2) Sub-licensing, assigning, or transferring any of the rights, duties, or obligations
under this Agreement to any other person, company, or interested party.

3) Allowing unrestricted General Public access to the Sounds.

4) End Users are not authorized to “share” the Sounds with others.

5) The Sounds may not be sold or distributed in whole or in part in any form or medium,
either alone or mixed with other sounds or media.

End User License for Sound Files (Continued)

G. End Users are authorized to use the Sounds as follows:

1) The Sounds may be used in both commercial and/or residential purposes.

2) The Sounds may be downloaded from the Licensee’s website(s) and recorded and saved
onto the end user’s personal computer Hard Drive to record the Sounds into Licensee’s
products only.

3) The end user may re-use the Sounds by re-recording a different Sound into the
Licensee’s products, as desired.

4) A single “archival copy” of the Sounds may be recorded onto a compact disc, or cassette
tape, or other media, etc., by end users for back-up purposes.

H. The Sounds are licensed “as is”, including any defects, known or unknown. End User bears the entire risk relating to the quality and performance of the Sounds.

I. End Users (you) agree that the sounds will only be used for purposes authorized in this Agreement. You agree to defend, indemnify, and hold harmless Chips International, Inc., its officers, directors, employees, heirs or assignees, for and from any liability for the unauthorized use of the Sounds that may emanate from your receiving, possessing or use of the Sounds, including any direct, indirect, incidental, or consequential damages.

K. Chips International, Inc. warrants that it has the right to authorize the use of one hundred per cent (100%) of the Sounds throughout the world when used according to this Agreement.

L. The following is a Copyright Notice is made part of this Agreement:

COPYRIGHT NOTICE

Warning: These sound effects are owned by DZX Creative Studio and/or Dave Stroud, (or others) and, by License Agreement, are licensed to Chips International Inc. for the use in its products only. Chips International, Inc., may also own some of the Sounds. All rights reserved. Unauthorized duplication or use is a violation of applicable Federal and State laws of the United States and international treaties. None of the Sounds may be re-recorded, duplicated, or resold, except as expressly granted in the License Agreement, without the express written consent of the Owner and Copyright Holder, such as DZX Creative Studio and/or Dave Stroud., Salt Lake City, Utah. Contact Chips International, Inc. with any questions.

© 2002 Dave Stroud , (P) 2004 Dave Stroud , Licensed by Chips International, Inc. 2004.

M. This license is binding upon and shall inure to the benefit of the respective successors and/or assigns of the Parties hereto.

N. This Agreement shall be construed under and in accordance with the laws of The United States of America, State of Texas.

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