End User License Agreement

PLEASE READ THIS LICENSE AGREEMENT CAREFULLY BEFORE USING THIS SOFTWARE

1. License

By receiving and/or using this ACD Systems Ltd. ("ACD") software (the "Software"), you accept and agree to be bound by the following User Agreement. Subject to the terms of this Agreement, ACD grants to you a limited, non-exclusive, non-transferable license, without right to sub-license, to use 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. This agreement is a binding legal agreement between ACD and the purchasers or users 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 us by mail any copies of this Software and related documentation and packaging in your possession.

2. Distribution

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 copy for archive purposes only. For information about redistribution of this Software contact us at:

3. User Agreement

3.1 Use

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 e-mail us at: customerservice@acdsee.com. 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.

3.2 Use Restrictions

You shall use this Software in compliance with all applicable laws and not for any unlawful purpose. Without limiting the foregoing, use, display or distribution of this Software together with material that is pornographic, racist, vulgar, obscene, defamatory, libelous, abusive, promoting hatred, discriminating or displaying prejudice based on religion, ethnic heritage, race, sexual orientation or age is strictly prohibited.

Each licensed copy of this Software may be used on one single computer location by one user. "Use" of the Software means that you have loaded, installed, or run the Software on a computer or similar device. If you install the Software onto a multi-user platform, server or network, each and every individual user of the Software must be licensed separately or included by a multi-site license. You may make one copy of this Software for backup purposes, providing you only have one copy installed on one computer being used by one person (or number of users covered in a multi-site license). Other users may not use your copy of this Software. The assignment, sublicense, networking, sale, or distribution of copies of this Software are 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. If any person other than yourself uses Software registered in your name, regardless of whether it is at the same time or different times, then this agreement is being violated and you are responsible for that violation!

3.3 Copyright Restriction

This Software contains copyrighted material, trade secrets and other proprietary material. You shall not, and shall not attempt to, modify, reverse engineer, disassemble or decompile this Software. Nor can you create any derivative works or other works that are based upon or derived from the Software in whole or in part.

ACD's name, logo and graphics file that represents our Software shall not be used in any way to promote products developed with our Software. ACD retains sole and exclusive ownership of all right, title and interest in and to the Software and all Intellectual Property rights relating thereto. Copyright law and international copyright treaty provisions protect all parts of ACD Software, products and services. No program, code, part, image, audio sample, or text may be copied or used in any way by the user except as intended within the bounds of the single user program. All rights not expressly granted hereunder are reserved for ACD.

3.4 Limitation of Responsibility

You will indemnify, hold harmless, and defend ACD, its employees, agents and distributors against any and all claims, proceedings, demand and costs resulting from or in any way connected with your use of ACD Software.

In no event (including, without limitation, in the event of negligence) will ACD, its employees, agents or distributors be liable for any consequential, incidental, indirect, special or punitive damages whatsoever (including, without limitation, damages for loss of profits, loss of use, business interruption, loss of information or data, or pecuniary loss), 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 whether based upon contract, tort or any other theory including negligence. Our entire liability, without exception, is limited to the customers' reimbursement of 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 the customer back to ACD.

3.5 Warranties

Except as expressly stated in writing, ACD makes no representation or warranties in respect of this Software and expressly excludes all other warranties, expressed or implied, oral or written, including, without limitation, any implied warranties of merchantable quality or fitness for a particular purpose.

3.6 Governing Law

This Agreement shall be governed by the laws of the Province of British Columbia and the laws of Canada applicable therein except any principles regarding conflicts of laws. 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. If any provision shall be considered unlawful, void or otherwise unenforceable, then that provision shall be deemed severable from this License and not affect the validity and enforceability of any other provisions.

3.7 Termination

Any failure to comply with the terms and conditions of this Agreement will result in automatic and immediate termination of this license. Upon termination of this license granted herein for any reason, you agree to immediately cease use of the Software and destroy all copies of the Software supplied under this Agreement. The financial obligations incurred by you shall survive the expiration or termination of this license.

4. Registration

To register the Software you can do one of the following: 1) complete and mail the printed registration card (if applicable) to ACD; or 2) submit the registration information online through the registration screen found within the Software. As a registered user, you will receive helpful information and special email offers for ACD customers, as well as ACD's Monthly newsletters featuring tips, tricks, updates and savings.

5. 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 the 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 from ACD Systems, either by 1) unsubscribing directly to any e-mail you receive or 2) by visiting 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 Systems and it has been processed). To review ACD privacy policy, please visit http://www.acdsee.com/privacy.

6. Credits and Acknowledgements

GIF and TIFF-LZW support contains an implementation of the LZW algorithm licensed under U.S. Patent No. 4,558,302 and foreign counterparts.

Portions of this software are based in part on the work of the Independent JPEG Group.

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

CD/DVD recording software developed under license from Padus, Inc. - http://www.padus.com/

MPEG 1 codec provided by Cinegy © 2003 Cinegy LLC.

TIFF support based on LibTIFF, Copyright © 1988-1997 Sam Leffler, Copyright © 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.