ACDSee Photo Manager END USER LICENSE AGREEMENT

PLEASE READ THIS END USER LICENSE AGREEMENT (THE

“AGREEMENT”) CAREFULLY BEFORE USING THIS SOFTWARE.

NOTICE TO USER – BY RECEIVING AND/OR USING THIS ACD SYSTEMS INTERNATIONAL

INC. (“ACD”) SOFTWARE YOU ACCEPT AND AGREE TO BE BOUND BY THE FOLLOWING
USER AGREEMENT. THIS AGREEMENT IS A BINDING LEGAL AGREEMENT BETWEEN ACD
AND THE PURCHASERS, USERS OR EVALUATORS (“YOU”) OF THIS SOFTWARE. IF YOU
DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, REMOVE THIS SOFTWARE FROM
YOUR COMPUTER NOW AND, IF APPLICABLE, PROMPTLY RETURN TO ACD BY MAIL ANY
COPIES OF THIS SOFTWARE AND RELATED DOCUMENTATION AND PACKAGING IN
YOUR POSSESSION.

1. Definitions – “Software” means the computer software program that accompanies this
Agreement and includes any available software user manuals, reference manuals and installation
guides, or portions thereof, either in electronic or printed form, in any media whatsoever. “Use” of
this Software means that You have loaded, installed, or run this Software on a computer or
similar device. “Backup Copy” means one non-transferable copy of this Software created for
archival purposes only that is not installed or Used on any computer or workstation (or number of
users covered in a multi-user or site license) except for back-up use during emergency situations.
“Evaluation Version” means that You may evaluate the Evaluation Version of this Software
without purchasing a license for a maximum of thirty (30) calendar days (the "Evaluation Period").
“ACDSee Online” means the online feature of ACDSee Photo Manager which is subject to the
terms of service contained within ACDSee Online.

2. User Agreement
2.1 Grant – Subject to the terms of
this Agreement, ACD grants to You
a limited, non-exclusive, non-
transferable, worldwide license,
without right to sub-license: to Use
or evaluate the object code version
of this Software in accordance with
this Agreement and any other
written agreement with ACD. ACD
does not transfer title to this
Software to You; the license granted
to You is not a sale.

2.2 Evaluation Version Use -You

may evaluate this Software without
purchasing a license (the
“Evaluation Version”) for a
maximum of 30 days (the
“Evaluation Period”). On or before
the expiration of the Evaluation
Period, You must purchase a
license from ACD (or an authorized
reseller or distributor) in order to
continue to use this Software, or
You are required to remove this
Software and any Back-Up Copy
from Your computer immediately
following the expiration of the
Evaluation Period. For more
information about purchasing a
license to use this Software, please
contact ACD Customer Service.

2.3 Activation of Software – Once

You have purchased a license from
ACD in order to continue to use the
Software, You may be required to
activate the Software through the
Internet. There are technological
measures within the Software that
are designed to prevent unlicensed
use of the Software. ACD will use
those measures to confirm You
have a valid licensed copy of the
Software. ACD will not collect any
personally identifiable information
from Your computer location or
workstation during this process.

2.4 Evaluation Version

Distribution – The Evaluation
Version of this Software may be
freely distributed, provided that: (a)
such distribution includes only the
original archive supplied by ACD.
You may not alter, delete or add any
files in the distribution archive or
modify this Software in any way; (b)
the limited evaluation nature of this
Evaluation Version Software is not
misrepresented; (c) no money is
charged to the person receiving this
Evaluation Version Software,
beyond reasonable cost of
packaging and other overhead; (d)
You provide prior email or written
notice to ACD that You are
distributing this Evaluation Version
and, if this Software is being
distributed with other media or
software, ACD’s prior written
approval is required. To obtain prior
written approval, please contact
ACD. You may be required to
report to ACD the number of units of
this Evaluation Version Software
distributed from time to time.

2.5 Installation and Use – You

are responsible for installation of
this Software. Your license to use
this Software is limited to the
number of licenses purchased by
You. For more information about
purchasing additional licenses of
this Software please contact an
authorized reseller or ACD directly
through our online form:
http://www.acdsee.com/support/.
You shall not allow others to Use,
copy or evaluate copies of this
Software. Others may obtain a copy
of this Software from:
http://www.acdsee.com/

2.6 Portable Computer Use – If

You have purchased a license to
use this Software and installed it on
Your desktop computer, You may
install a second copy of this
Software on Your portable computer
for Your exclusive use only.

2.7 Use Restrictions - You shall

Use this Software in compliance
with all applicable laws and not for
any unlawful purpose. Each
licensed copy of this Software may
be used on one single computer
location or workstation. If You
install this Software onto a multi-
user platform, server or network,
each and every individual user of
this Software must be licensed
separately or included by a multi-
user or site license. Others may not
Use or install Your copy of this
Software. The assignment,
sublicense, networking, sale, or
distribution of copies of this
Software is strictly forbidden without
the prior written consent of ACD. It
is a violation of this Agreement to
assign, sell, share, loan, rent, lease,
borrow, network or transfer the Use
of this Software. Upon request by
ACD, You agree to give ACD
access to Your site during regular
business hours solely for the
purpose of ensuring compliance
with this Agreement.

2.8 Transfer – Unless otherwise

authorized herein, this Software and
the license herein granted shall not
be copied, shared, distributed, re-
sold, offered for re-sale, transferred
or sub-licensed in whole or in part
except that You may make one
Backup Copy for back-up use during
emergency situations.

2.9 Intellectual Property

Restrictions – ACD’s name,
trademarks, logo and graphics file
that represents this Software shall
not be used in any way to promote
products developed with this
Software. This Software contains
copyrighted material, trade secrets
and other proprietary material. You
will not deliver, disclose, or convey
to any third party, either directly or
indirectly, the contents of this
Software. You shall not, and shall
not attempt to, modify, reverse
engineer, disassemble or decompile
this Software or alter or remove any
proprietary rights or copyrights
notice or identification which
indicates ACD’s ownership of this
Software. You shall not create any
derivative works or other works that
are based upon or derived from this
Software in whole or in part. ACD
retains sole and exclusive
ownership of all right, title and
interest in and to this Software and
all intellectual property rights
relating thereto. This Software is
protected without limitation by
Canadian copyright law and
international copyright treaty
provisions. All rights not expressly
granted hereunder are reserved by
ACD.

2.10 Limited Warranty and

Disclaimer - You hereby
acknowledge that You are solely
responsible for selecting and
installing the Software and that the
Software may not satisfy all your
requirements or be free from
defects. ACD specifically does not
warrant that the Software will
operate uninterrupted or error free.
THE SOFTWARE IS PROVIDED
‘AS IS’ WITHOUT ANY
REPRESENTATION, WARRANTY
OR CONDITION BY ACD OF ANY
KIND, EXPRESS OR IMPLIED,
INCLUDING, WITHOUT
LIMITATION, ANY WARRANTY OR
CONDITION OF
MERCHANTABILITY,
MERCHANTABLE QUALITY,
DURABILITY OR FITNESS FOR A
PARTICULAR PURPOSE OR
TITLE OR NON-INFRINGEMENT
AND THOSE ARISING BY
STATUTE OR OTHERWISE IN
LAW OR FROM A COURSE OF
DEALING OR USAGE OF TRADE.
NO ORAL OR WRITTEN
INFORMATION OR ADVICE GIVEN
BY ACD OR THEIR RESPECTIVE
EMPLOYEES, AGENTS,
SUPPLIERS OR DISTRIBUTORS
WILL CREATE A WARRANTY.
ACD DOES NOT WARRANT,
GUARANTEE OR MAKE
REPRESENTATIONS REGARDING
THE USE, OR THE RESULTS OF
USE OF THE SOFTWARE IN
TERMS OF CORRECTNESS,
ACCURACY, RELIABILITY,
CURRENTNESS OR OTHERWISE.
IF SUCH DISCLAIMER OF
REPRESENTATIONS,
WARRANTIES AND CONDITIONS
IS NOT PERMITTED BY LAW, THE
DURATION OF ANY SUCH
IMPLIED WARRANTIES OR
CONDITIONS IS LIMITED TO
NINETY (90) DAYS FROM THE
DATE OF DELIVERY. SOME
JURISDICTIONS DO NOT ALLOW
THE EXCLUSION OF IMPLIED
WARRANTIES OR CONDITIONS
OR LIMITATIONS ON HOW LONG
AN IMPLIED WARRANTY OR
CONDITION MAY LAST, SO SUCH
LIMITATIONS OR EXCLUSIONS
MAY NOT APPLY TO YOU.

2.11 Limitation of Responsibility -

You will indemnify, hold harmless,
and defend ACD, its employees,
agents and distributors against any
and all claims, proceedings,
demands and costs resulting from or
in any way connected with Your use
of this Software. IN NO EVENT
WILL ACD BE LIABLE ON ANY
THEORY OF LIABILITY,
WHETHER BASED ON
CONTRACT, STRICT LIABILITY,
INDEMNITY, TORT (INCLUDING
NEGLIGENCE), OR OTHERWISE,
FOR DAMAGES WHICH, IN THE
AGGREGATE, EXCEED THE
PURCHASE PRICE OF THE
SOFTWARE (MAXIMUM BEING
THE LESSER OF THE AMOUNT
PAID BY YOU AND THE
SUGGESTED RETAIL PRICE AS
LISTED BY ACD) IN EXCHANGE
FOR THE RETURN OF THE
PRODUCT, ALL COPIES,
REGISTRATION PAPERS AND
MANUALS, AND ALL MATERIALS
THAT CONSTITUTE A TRANSFER
OF LICENSE FROM YOU BACK
TO ACD. SUCH
REIMBURSEMENT WILL ONLY
OCCUR IF THE SOFTWARE WAS
PURCHASED DIRECTLY FROM
ACD. IF YOU PURCHASED THE
SOFTWARE THROUGH A
RESELLER, DISTRIBUTOR,
RETAILER, OR THIRD PARTY,
YOU NEED TO REQUEST A
REFUND DIRECTLY FROM SUCH
PARTIES. IN NO EVENT WILL
ACD ITS EMPLOYEES, AGENTS,
SUPPLIERS OR DISTRIBUTORS
BE LIABLE FOR ANY SPECIAL,
INCIDENTAL, INDIRECT,
EXEMPLARY, PUNITIVE,
AGGRAVATED OR
CONSEQUENTIAL DAMAGES IN
CONNECTION WITH OR ARISING
OUT OF OR RELATED TO THIS
AGREEMENT, THIS SOFTWARE
OR THE USE OR INABILITY TO
USE THIS SOFTWARE OR THE
FURNISHING, PERFORMANCE
OR USE OF ANY OTHER
MATTERS HEREUNDER
HOWEVER CAUSED, INCLUDING
BUT NOT LIMITED TO BUSINESS
INTERRUPTION, LOSS OF DATA
OR INFORMATION, LOSS OF
PROFITS, BUSINESS
OPPORTUNITIES, OR GOOD WILL
EVEN IF NOTIFIED OF THE
POSSIBILITY OF SUCH
DAMAGES, AND
 NOTWITHSTANDING THE
FAILURE OF ESSENTIAL
PURPOSE OF ANY REMEDY.

2.12 Export Compliance – You

agree not to export or re-export the
Software except in compliance with
international trade laws, the export
laws of any country where this
Software is used and the United
States Department of Commerce
Bureau of Industry and Security
Export Administration Regulations
(EAR), including but not limited to
compliance with EAR restrictions on
export or re-export of the Software:
i) to an embargoed country;
ii) to individuals and organizations prohibited from receiving US exports; and
iii) in support of a prohibited end use

The license granted to You under this Agreement is on the condition that You comply with
applicable trade and export laws and You acknowledge that this license will be revoked if You do
not comply with this section.

2.13 Governing Law - This

Agreement shall be governed
exclusively by the laws of the
Province of British Columbia and the
laws of Canada applicable therein
excluding application of any conflict
of laws principles and excluding the
United Nations Convention on
Contracts for the International Sale
of Goods and excluding the
International Sale of Goods Act
(B.C.). You hereby irrevocably
attorn and submit to the non-
exclusive jurisdiction of the courts of
Victoria, British Columbia, and any
competent courts of appeal
therefrom.

2.14 Termination - Any failure by

You to comply with the terms and
conditions of this Agreement will
result in automatic and immediate
termination of this Agreement
including the license hereunder.
Upon termination of this Agreement
for any reason, You agree to
immediately cease Use of this
Software and destroy all copies of
this Software. The rights and
obligations in Sections 2.7, 2.9,
 2.10, 2.11, 2.13 and 4 shall survive
the termination of this Agreement.

3. Registration
3.1 Registration - To register this
Software You can do one of the
following: 1) complete and mail the
printed registration card (if
applicable) to ACD; 2) submit the
registration information online
through the registration screen
found within this Software (if
applicable); or 3) submit the
registration information online
through ACD’s Support pages at
http://www.acdsee.com/support/poli
cy. As a registered user, You will
have the option to receive helpful
information and special email offers
for ACD customers.

3.2 Consent to Use of Data - You agree that ACD may collect and use information gathered in
any manner as part of the product support services provided to You, if any, related to this
Software. ACD may also use this information to provide notices to You which may be of use or
interest to You. You can elect to not receive any further notices by selecting the “unsubscribe or
change your preferences” link included in every email you receive. The “unsubscribe or change
your preferences” link will allow you to visit our preference center which lists the publications You
are subscribed to and allows You to unsubscribe or change Your preferences (You can log-in to
the preference center once You have submitted Your e-mail address to ACD and it has been
processed). The Software contains components that enable and facilitate the use of certain
Internet-based services. You acknowledge and agree that ACD may automatically check the
version of this Software that You are utilizing and may provide upgrades or fixes to this Software.
In order to receive such upgrades or fixes, You must agree to the download when prompted. You
are not obligated to download any upgrades or fixes to this Software that are provided by ACD.
To review ACD privacy policy, please visit: http://www.acdsee.com/privacy.

4. General Provisions –
No failure or delay in enforcing any right or exercising will be deemed a waiver of any right or
remedy.

If any provision of this Agreement is unenforceable or invalid for any reason whatever, such
unenforceability or invalidity shall not affect the enforceability or validity of the remaining
provisions of this Agreement and such provision shall be severable from the remainder of this
Agreement.

This Agreement constitutes the entire agreement between You and ACD with respect to the
subject matter hereof and supersedes all prior and contemporaneous proposals, agreements,
understandings, representations and communications, whether oral or written.

This Agreement shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and permitted assigns.

The English version of this Agreement shall be used for interpreting and construing the meanings
of any provisions herein.
5. Third Party Software Licenses

This Software also contains software of ACD Systems International Inc., and its suppliers which
are used in accordance with the notices reproduced below:

This Software contains Method and System for Calendar-Based Image Asset Organization,
Patent No. US 7,398,479 B2

This product includes DNG technology under license by Adobe Systems Incorporated. More
information may be found at: http://www.adobe.com/products/dng/main.html. All rights reserved.

XMP Toolkit 4.1.1 is Copyright (c) 1999 - 2007, Adobe Systems Incorporated All rights reserved.
THIS SOFTWARE IS PROVIDED BY THE COPYRIGHT HOLDERS AND CONTRIBUTORS "AS
IS" AND ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO,
THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE ARE DISCLAIMED. IN NO EVENT SHALL THE COPYRIGHT OWNER OR
CONTRIBUTORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL,
EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO,
PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR
PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF
LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING
NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THIS
SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

Xalan and Xerces libraries are licensed under the Apache License, Version 2.0 (the "License").
You may not use this file except in compliance with the License. You may obtain a copy of the
License at http://www.apache.org/licenses/LICENSE-2.0. Unless required by applicable law or
agreed to in writing, software distributed under the License is distributed on an "AS IS" BASIS,
WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, either express or implied. See the
License for the specific language governing permissions and limitations under the License.
U.S. Government Restricted Rights. The Software is provided with Restricted Rights. Use,
duplication, or disclosure by the Government is subject to restrictions as set forth in subparagraph
(c) (1) (ii) of The Rights in Technical Data and Computer Software clause at DFARS 252.227-
7013 or subparagraphs (c) (1) and (2) of the Commercial Computer Software Restricted Rights at
48 CFR 52.227-19, as applicable. Manufacturer is Chilkat Software, Inc., 1719 E Forest Ave,
Wheaton, Illinois 60187 USA.

This Software is based in part on the work of the Independent JPEG Group.

TIFF support based on LibTIFF, Copyright (c) 1988-1997 Sam Leffler, Copyright (c) 1991-1997
Silicon Graphics, Inc. This notice must appear in all copies of the Software and related
documentation. The names of Sam Leffler and Silicon Graphics may not be used in any
advertising or publicity relating to the software without the specific, prior written permission of
Sam Leffler and Silicon Graphics. THE SOFTWARE IS PROVIDED "AS-IS" AND WITHOUT
WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR OTHERWISE, INCLUDING WITHOUT
LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE. IN NO EVENT SHALL SAM LEFFLER OR SILICON GRAPHICS BE LIABLE FOR
ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR
ANY DAMAGES WHATSOEVER RESULTING FROM LOSS OF USE, DATA OR PROFITS,
WHETHER OR NOT ADVISED OF THE POSSIBILITY OF DAMAGE, AND ON ANY THEORY
OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE
OF THIS SOFTWARE.
MPEG 1 Codec is copyright MainConcept 2008. The MainConcept and 'Codec By’ logos are
registered trademarks and MainConcept is a trademark of MainConcept AG or any of its
subsidiaries.

CD/DVD recording software developed under license from Padus, Inc. – http://www.padus.com
Copyright (c) 1996-2007 Padus, Inc. All Rights Reserved.

This software contains portions of imaging code owned and copyrighted by Pegasus Imaging
Corp., Tampa FL, ALL RIGHTS RESERVED.

6. Copyright and Trademark Notices

ACDSee Photo Manager software and documentation was designed, programmed and is
Copyright (c) 2010 ACD Systems International Inc. All rights reserved worldwide. Unauthorized
duplication strictly prohibited.

ACD, ACDSee and ACDSee logo are trademarks of ACD Systems International Inc. and may be
registered in Canada, the United States, European Union, Japan or certain other jurisdictions.

Adobe, Acrobat, Photoshop, PostScript and XMP are either registered trademarks or trademarks
of Adobe Systems Incorporated in the United States and/or other countries.

Apple, Macintosh and QuickTime are trademarks of Apple Inc., registered in the U.S. and other
countries.

Paint Shop Pro is a trademark or registered trademark of Corel Corporation and/or its
subsidiaries in Canada, the United States and/or other countries.

DirectX, Internet Explorer Microsoft, Windows, Windows logo, Windows Media, Windows Vista
and Windows Vista Start button are either registered trademarks or trademarks of Microsoft
Corporation in the United States and/or other countries.

All other marks, products and company names are the property of their respective owners.

7. Third Party Websites, Services and Software

The Software may contain links to other websites, services or software provided by third parties
(Third Party Content). Links from ACD Software to Third Party Content are provided for Your
convenience only and are not investigated, monitored or checked for accuracy, appropriateness,
or completeness by ACD and ACD is not responsible for any Third Party Content accessed
through ACD Software, including without limitation the content, accuracy, offensiveness, opinions,
reliability, privacy practices or other policies of or contained in the Third Party Content. Inclusion
of, linking to, or permitting the use or installation of any Third Party Content does not imply
approval or endorsement thereof by ACD. If You decide to access or install the Third Party
Content, You do so at your own risk and You should be aware that ACD terms and policies no
longer govern. You should review the applicable terms and policies, including privacy and data
gathering practices, of any Third Party Content You navigate from the ACD Software or relating to
any Third party Content You use or install. ACD reserves the right to change, modify or delete
links to Third Party Content without notice.

ACDSee Photo Manager EULA 01/11/2010