Graboid Software End User License Agreement This agreement governs use of the Graboid software application. 1.

Initial Terms 1.1. Effect of Agreement. This End User License Agreement constitutes a valid an d binding agreement between Graboid Inc. (referred to as Graboid ) and you, as a us er, for the use of the Graboid Software. You must enter into this Agreement by c licking on the I AGREE button (or similar buttons or links as may be designated by Graboid to show your acceptance of this Agreement and/or your agreement to down load and install the Graboid Software). You hereby agree and acknowledge that th is Agreement covers all of your use of the Graboid Software, whether it be from this installation or from any other terminals where Graboid Software has been in stalled, by you or by third parties. Furthermore, by installing and continuing t o use the Graboid Software, you agree to be bound by the terms of this Agreement and any new versions or updates hereof. 1.2. Terms of Service; Privacy Policy. You acknowledge and agree that by clickin g on the I AGREE button (or similar buttons or links as may be designated by Grabo id to show your acceptance of this Agreement and/or your agreement to download a nd install the Graboid Software), you expressly acknowledge and agree to, and to be bound by, the Terms of Service and Privacy Policy applicable to the Graboid Website and the content, services and features provided on or through the Graboi d Software, and any new versions or updates thereof. The Terms of Service, Priva cy Policy and Copyright Policy can all be accessed through the Graboid Website. 2. As consideration for using the Graboid Software and receiving access to the c ontent available via the Graboid Software, you agree and understand that: 2.1.1. Graboid and the Graboid Software may, and may permit third parties to, di splay advertising and other information within the interface of the Graboid Soft ware and/or in connection with the display of content and programming. Graboid o r the Graboid Software serves, and permits third parties to serve, advertisement s within or adjacent to the content and programming delivered to you by the Grab oid Software. You understand and agree that Graboid or the Graboid Software, or applicable third parties, may include content-targeted advertisements or other r elated information, as further described in the Graboid Privacy Policy. Your cor respondence or business dealings with, or participation in promotions of, advert isers found on or through the Graboid Software, including payment and delivery o f related goods or services, and any other terms, conditions, warranties or repr esentations associated with such dealings, are solely between you and such adver tiser. 2.1.2. The Graboid Software will utilize the processor, bandwidth and hard drive (or other memory or storage hardware) and/or cache of your computer (or other a pplicable device) for the limited purpose of facilitating the communication betw een, and the transmittal of data, content, programming, services or features to you. 2.1.3. The Graboid Software will take organizational and technical measures inte nded to protect the privacy and integrity of the computer resources (or other ap plicable device) you are utilizing, however, you acknowledge and agree that this is not a representation or warranty of Graboid. 3. License Grant 3.1. License Grant. Subject to the terms of this Agreement, Graboid hereby grant s you a limited, non-exclusive, personal, non-commercial, non-sublicensable, non

-assignable license to download, install and use on a single computer (or other applicable device) owned or controlled by you, the Graboid Software, for the sol e purpose of watching the video and other content provided on or through the Gra boid Software, and otherwise accessing the other services and features provided on or through such Graboid Software, all subject to and in strict compliance wit h the restrictions described in this Agreement and in the Terms of Service. 3.2. License Restrictions. Notwithstanding anything in this Agreement to the con trary, you agree that you will not: 3.2.1. operate or utilize the Graboid Software in a manner that violates any app licable local, state, national or international law or governmental regulation, policy procedure or ordinance; 3.2.2. operate or utilize the Graboid Software, including the content, programmi ng, services and features contained on or through the Graboid Software, if this license has been terminated by Graboid; 3.2.3. operate or utilize the Graboid Software, including the content, programmi ng, services and features contained on or through the Graboid Software, in a man ner that violates the Terms of Service or Privacy Policy; 3.2.4. operate or utilize the Graboid Software for non-personal or commercial pu rposes or for the benefit of any third party or charge any person for the use or distribution of the Graboid Software; 3.2.5. sell, assign, rent, lease, distribute, export, import, act as intermediar y or provider, act as a service bureau, or otherwise grant rights in the Graboid Software, including, without limitation, through sublicense, to any other perso n or entity; 3.2.6. remove any proprietary notices from the Graboid Software, or from any con tent, services, programming, or features contained on or through the Graboid Sof tware; 3.2.7. undertake, cause, permit or authorize the modification, creation of deriv ative works, translation, reverse engineering, decompiling, disassembling or hac king of the Graboid Software and/or data and/or content or programming transmitt ed, processed or stored by Graboid or other users of the Graboid Software; 3.2.8. use any unlicensed or unauthorized copies of the Graboid Software; 3.2.9. collect any information or communication about the users oftware by monitoring, interdicting or intercepting any process ion initiated by the Graboid Software or by developing or using any other process or method that engages or assists in engaging regoing; of the Graboid S of or communicat any software or in any of the fo

3.2.10. use any type of bot, spider, virus, clock, timer, counter, worm, softwar e lock, drop dead device, packet-sniffer, Trojan-horse routing, trap door, time bomb or any other codes or instructions that are designed to be used to provide a means of surreptitious or unauthorized access or that are designed to monitor, distort, delete, damage or disassemble the Graboid Software or its ability to c ommunicate and function with other computers running the Graboid Software; 3.2.11. with the exception of completely deleting the Graboid Software from your computer, and those actions permitted by your manual use of the user interface provided as part of the Graboid Software, take any action, including downloading and/or using third party software, that (1) modifies the settings of the Graboi d Software as it functions with your computer, or (2) otherwise modifies, alters

, blocks or interferes with the functioning of the Graboid Software; 3.2.12. attempt to hack the Graboid Software or any communication initiated by t he Graboid Software or to defeat or overcome any encryption and/or other technic al protection methods implemented by Graboid with respect to the Graboid Softwar e and/or data and/or content or programming transmitted, processed or stored by Graboid or other users of the Graboid Software; 3.2.13. interfere with or in any manner compromise any of Graboid s security measu res; or 3.2.14.alter, modify, delete, or otherwise interfere with or in any manner compr omise any content, programming, advertising, services and/or features contained on or through the Graboid Software, including, without limitation, the Graboid S oftware s advertising and/or content delivery and display functionality. 4. Your Additional Covenants, Acknowledgments and Agreements 4.1. You acknowledge and agree that: 4.1.1. Graboid, in its sole discretion, may discontinue or suspend your right to access the Graboid Software or content delivered by Graboid at any time, and ma y at any time suspend or terminate any license hereunder without prior notice. 4.1.2. Graboid reserves the right to add or remove features or functions, or to provide upgrades, updates or programming fixes, to the Graboid Software at any t ime in its sole discretion. You agree to accept any and all such upgrades, updat es or programming fixes presented to you, including version updates, and further acknowledge and agree that your failure to accept any such fixes, updates and u pgrades will permit Graboid to terminate your right to use the Graboid Software. 4.1.3. When installed on your computer, the Graboid Software may periodically co mmunicate with Graboid servers and/or Graboid Software installed by other users. Additionally, third party software installed on Your computer may periodically communicate with third party servers for the purposes described in the license a greement or privacy policy between you and that third party. 4.1.4. Graboid has no obligation to make available to you any subsequent version s of its software applications. 4.1.5 When minimized, the Graboid Software will continue to operate unless You a ffirmatively exit the software from your task bar or other applicable applicatio n interface. 4.1.6. You can uninstall the Graboid Software at any time, in your sole discreti on, by using your computer s Add/Remove Control Panel functionality or other applica ble functionality that permits you to uninstall downloaded software applications . 5. Proprietary Rights 5.1. You acknowledge and agree that any and all Intellectual Property Rights to or arising from the Graboid Software are and shall remain the exclusive property of Graboid and/or its licensors. Nothing in this Agreement intends to transfer any such Intellectual Property Rights to, or to vest any such Intellectual Prope rty Rights in, you. You are only entitled to the limited use of the Intellectual Property Rights granted to you in this Agreement. You will not take any action to jeopardize, limit or interfere with the Intellectual Property Rights. You ack nowledge and agree that any unauthorized use of the Intellectual Property Rights is a violation of this Agreement as well as a violation of intellectual propert

y laws, including without limitation copyright laws and trademark laws. You ackn owledge and understand that all title and Intellectual Property Rights in and to any third party content that is not contained in the Graboid Software, but may be accessed through use of the Graboid Software, including, without limitation, any content, programming, advertising, services and/or features contained on or through the Graboid Software, is the property of the respective content owners a nd may be protected by applicable copyright or other intellectual property laws and treaties. Each such third party expressly reserves all rights into such cont ent. You understand that You are not granted any commercial, sale, resale, repro duction, distribution or promotional use rights for or to any such third party c ontent, including any rights for uses that require a synchronization or public p erformance license with respect to the underlying musical composition. Additiona lly, the unauthorized reproduction or distribution of such third party content, including, without limitation, any content, programming, advertising, services a nd/or features contained on or through the Graboid Software, is prohibited by ap plicable law. 6. Termination 6.1. This Agreement will be effective as of the date you accept this Agreement a nd will remain effective until terminated by you or Graboid as set forth below. 6.2. You may terminate this Agreement at any time provided you permanently delet e or destroy your copies of the Graboid Software as required by Section 6.4 belo w. 6.3. Graboid may terminate this Agreement at any time, with or without cause by providing notice to you. 6.4. Upon termination of this Agreement for any reason, all licenses and rights to use the Graboid Software shall terminate and you must cease all use of the Gr aboid Software AND completely remove from all hard drives and other storage medi a all copies of the Graboid Software in your possession or under your control. 6.5. Graboid will not be liable in respect to any damage caused by the terminati on of this Agreement. 6.6. Section 3.2 and Sections 5 through 13 shall survive any termination of this Agreement. 7. Links to Third Party Sites 7.1. The links provided either through or framed within the Graboid Software and any website operated by Graboid or its affiliates are provided as a courtesy on ly, and the sites they link to are not under the control of Graboid in any manne r whatsoever. Therefore, Graboid is in no manner responsible for the contents of any such linked site or any link contained within a linked site, including any changes or updates to such sites. Graboid is providing these links merely as a c onvenience, and the inclusion of any link does not in any way imply or express a ffiliation, endorsement or sponsorship by Graboid of any linked site and/or any of its content therein. 8. Your Representations and Warranties 8.1. You represent and warrant that you possess the legal right and ability to e nter into this Agreement and to comply with its terms. 9. Indemnity 9.1. You agree to indemnify, hold harmless and defend Graboid and its affiliates

, parent companies, subsidiaries, officers, directors, employees, agents and net work service providers at your expense, against any and all damages, claims, act ions, proceedings, and suits and all related liabilities, damages, settlements, penalties, fines, costs and expenses (including, without limitation, reasonable attorneys fees and other dispute resolution expenses) incurred by Graboid arising out of or relating to your (a) violation or breach of any term of this Agreemen t, the Terms of Service, or any applicable law, regulation, policy or guideline, whether or not referenced herein, (b) use or misuse of the Graboid Software, or (c) violation of any rights of any third party. 10. Disclaimer of Warranties 10.1. THE Graboid SOFTWARE IS PROVIDED AS IS AND THERE ARE NO WARRANTIES, CLAIMS O R REPRESENTATIONS MADE BY GRABOID, EITHER EXPRESS, IMPLIED, OR STATUTORY, WITH R ESPECT TO THE Graboid SOFTWARE, INCLUDING, BUT NOT LIMITED TO WARRANTIES OF QUAL ITY, PERFORMANCE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, NOR ARE THERE ANY WARRANTIES CREATED BY COURSE OF DEALING, COURSE OF P ERFORMANCE, OR TRADE USAGE. GRABOID FURTHER DOES NOT REPRESENT OR WARRANT THAT T HE Graboid SOFTWARE WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, ACCURATE, COMPLETE, ERROR-FREE, OR WILL OPERATE WITHOUT PACKET LOSS, NO R DOES GRABOID WARRANT ANY CONNECTION TO OR TRANSMISSION FROM THE INTERNET, OR A NY QUALITY OF TRANSMISSIONS OF DATA MADE THROUGH THE Graboid SOFTWARE. 10.2. YOU ACKNOWLEDGE THAT THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE Graboid SOFTWARE REMAINS WITH YOU TO THE MAXIMUM EXTENT PERMITTED BY LAW . 10.3. As some jurisdictions do not allow some of the exclusions set forth in thi s Section 10, some of these exclusions may not apply to you. 11. Limitation of Liability 11.1. IN NO EVENT SHALL GRABOID, ITS AFFILIATES, PARENT COMPANIES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR BUNDLED SOFTWARE PROVIDERS BE LIABLE WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE (WHETHER ACTIVE, PASSI VE OR IMPUTED), PRODUCT LIABILITY OR STRICT LIABILITY OR OTHER THEORY), FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITA TION ANY LOSS OF DATA, SERVICE INTERRUPTION, COMPUTER FAILURE OR PECUNIARY LOSS) ARISING OUT OF THE USE OR INABILITY TO USE THE Graboid SOFTWARE, INCLUDING ANY DAMAGES RESULTING THEREFROM, EVEN IF GRABOID HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 11.2. YOUR ONLY RIGHT WITH RESPECT TO ANY PROBLEMS OR DISSATISFACTION WITH THE G raboid SOFTWARE IS TO UNINSTALL AND CEASE USE OF SUCH Graboid SOFTWARE. 11.3. As some jurisdictions do not allow some of the exclusions set forth in thi s Section 11, some of these exclusions may not apply to you. 12. General Provisions 12.1. Electronic Signatures. You acknowledge and agree that by clicking on the I AGREE button (or similar buttons or links as may be designated by Graboid to show your acceptance of this Agreement and/or your agreement to download and install the Graboid Software), you are entering into a legally binding contract. You he reby agree to the use of electronic communication in order to enter into contrac ts, place orders and create other records and to the electronic delivery of noti ces, policies and records of transactions initiated or completed through the Gra boid Software. Furthermore, you hereby waive any rights or requirements under an y laws or regulations in any jurisdiction which require an original (non-electro nic) signature or delivery or retention of non-electronic records, to the extent

permitted under applicable mandatory law. 12.2. Jurisdictional Matters; Claims. If you are residing in a jurisdiction whic h restricts the use of internet-based applications according to age, or which re stricts the ability to enter into agreements such as this Agreement according to age and you are under such a jurisdiction and under such age limit, you may not enter into this Agreement and download, install or use the Graboid Software. Fu rthermore, if you are residing in a jurisdiction where it is forbidden by law to offer or use software for internet communication, you may not enter into this A greement and you may not download, install or use the Graboid Software. By enter ing into this Agreement you explicitly state that you have verified in your own jurisdiction if your use of the Graboid Software is allowed. 12.3. Third Party Licenses/Notices. The Graboid Software contains code from a nu mber of third party vendors and open source projects. 12.4. Investigation; Disclosure. Graboid reserves the right to investigate occur rences which may involve any violations of this Agreement, the Terms of Service or Privacy Policy, and may involve, and cooperate with, law enforcement authorit ies in prosecuting users who have participated in such violations. You expressly acknowledge and agree that Graboid may disclose information provided by you to comply with law enforcement or any legal, governmental or regulatory order or ac tion. 12.5. Reservation of Rights; Modification. Graboid reserves all rights not expre ssly granted in this Agreement. Graboid may modify this Agreement at any time by providing such revised Agreement to you or posting the revised Agreement on the Graboid Website. Your continued use of the Graboid Software shall constitute yo ur acceptance to be bound by the terms and conditions of such revised Agreement 12.6. Severability. Should any term or provision of this Agreement be deemed inv alid, void or unenforceable either in its entirety or in a particular applicatio n, the remainder of this Agreement shall remain in full force and effect. 12.7. Waiver. The failure of Graboid at any time or times to require performance of any provision of this Agreement shall in no manner affect its right at a lat er time to enforce the same unless the same is waived in writing. 12.8. Governing Law; Jurisdiction; Waiver of Claims. This Agreement shall be gov erned by and construed in accordance with the laws of the province of Ontario, w ithout regard to conflict of law rules thereof. The parties hereto expressly und erstand and agree that any action brought by you against Graboid arising out of this Agreement shall be brought exclusively in the courts located in Ontario, an d any action brought by Graboid against you arising out of this Agreement shall, at the election of Graboid, be brought in either the courts located in Ontario, or the applicable courts of the jurisdiction in which you reside. The parties h ereby consent to, and irrevocably submit themselves to, the exclusive personal j urisdiction and venue of such courts as set forth in this section. You further a gree not to bring claims on a representative, class member basis, or as a privat e attorney general, and agree not to assert any claims against Graboid unless su ch claims are asserted by you in the forum required by this Agreement no later t han one year following the date that your claim or cause of action arose. 12.9. Entire Agreement. The terms set forth in this Agreement constitute the fin al, complete and exclusive agreement with respect to the Graboid Software and ma y not be contradicted, explained or supplemented by evidence of any prior agreem ent, any contemporaneous oral agreement or any consistent additional terms. You may not assign this Agreement or any rights hereunder. Graboid may, at its sole discretion, assign this Agreement without giving prior notice.

12.10. Language. The original English version of this Agreement may have been tr anslated into other languages. In the event of inconsistency or discrepancy betw een the English version and any other language version of this Agreement, the En glish language version shall prevail. 12.11. Definitions. 12.11.1. Agreement: this End User License Agreement, as may be renewed, modified and/or amended from time to time. 12.11.2. Intellectual Property Rights: any and all intellectual property rights, including but not limited to copyrights, trademarks and patents, as well as kno w how and trade secrets contained in or relating to the Graboid Software or the Graboid Website. 12.11.3. Graboid: refers to province of Ontario. Graboid Inc., a company formed under the laws of the

12.11.4. Graboid Software: the software distributed by Graboid (including all so ftware and code in such software) that provides for, among other matters, the di gital distribution of video and other content, and all future programming fixes, updates and upgrades thereof. The term Graboid Software will also include any onl ine or enclosed documentation, and data distributed to your computer for process ing relating to such software. 12.11.5. Graboid Website: any and all elements, contents and the look and feel of the website available under the URL www.Graboid.com, among other URLs, from whic h website the Graboid Software can be downloaded. 12.11.6. Privacy Policy: means the privacy policy set forth by Graboid from time to time with respect to the collection of information from users of the Graboid Software. 12.11.7. Terms of Service: means the agreement between Graboid and you for the u se of the Graboid Software and the content, services and features provided on or through the Graboid Software; 12.11.8. You: you, the end user of the Graboid Software, also used in the form yo ur where applicable. 13. Express Agreement 13.1. YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND UNDERSTAND THE RIGHTS, OBLIGATIONS, TERMS AND CONDITIONS SET FORTH HEREIN. BY CONTINUING T O INSTALL THE Graboid SOFTWARE, YOU EXPRESSLY CONSENT TO BE BOUND BY ITS TERMS A ND CONDITIONS AND GRANT TO GRABOID THE RIGHTS SET FORTH HEREIN.