ACDSee Photo Studio Ultimate 2022 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 DEVICE 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 known as ACDSee Photo Studio Ultimate 2022 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. “Device” means a computer hardware system (whether physical or virtual) with a storage device or a mobile device capable of running the Software and includes a hardware partition or blade. “Use” of this Software means that You have loaded, installed, or run this Software on a Device. “Evaluation Version” means a version of this Software that You may Use, without purchasing a license, for the maximum number of calendar days that is specified (the "Evaluation Period"). “ACDSee 365” means the online feature of ACDSee Photo Studio Ultimate 2022 which is subject to the terms of service contained within ACDSee 365.

2. Grant of Software License

2.1 Grant of Software License – This section applies if You have purchased a license to Use the Software but have not purchased a Subscription based license for the ACDSee 365 online services as outlined in section 3. 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. Provided You comply with all the terms of this Agreement, ACD grants you the right to install and run the Software on one Device that you own and control.

2.2 Evaluation Version Use – You may Use the Evaluation Version of this Software for 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) to continue to use this Software, or You are required to remove this Software from Your Device immediately following the expiration of the Evaluation Period. For more information about purchasing a license to use this Software, please contact ACD.

2.3 Installation and Activation of Software – You are responsible for the installation of this Software. You shall not allow others to Use, copy or evaluate copies of this Software. Once You have purchased a software license from ACD 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 employ those measures to confirm You have a valid license for the Software.

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 Use Restrictions – Your Use of the Software is subject to the following restrictions:

(i) You shall Use this Software in compliance with all applicable laws and not for any unlawful purpose.

(ii) Each licensed copy of this Software may be used on one single Device. 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.

(iii) Others may not Use or install Your license for this Software.

(iv) Only one person at a time may use the Software on each Device.

(v) The components of the Software are licensed as a single unit, and you may not separate or virtualize the components and install them on different Devices. Except for the permitted use described in Section 2.5(vi) below, this license is for direct Use of the Software only through the input mechanisms of a device, such as a keyboard, mouse, or touchscreen. Installation of the software on a server or for Use by or through other devices connected to the server over an internal or external network and commercial hosting are expressly prohibited. For more information on multiple user scenarios and virtualization, see Section 2.5(ii) above and Section 2.6 below.

(vi) As an exception to the preceding restrictions, You may allow others to access the Software installed on your Devices remotely and simultaneously from another Device only to provide You with technical support.

(vii) The assignment, sublicense, networking, sale, or distribution of this Software is strictly forbidden without the prior written consent of ACD.

(viii) It is a violation of this Agreement to assign, sell, share, loan, rent, lease, borrow, network, or transfer the Use of this Software.

(ix) 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.

2.6 Virtualization – You may not use hardware or software to multiplex or pool connections, or in any fashion allow multiple users or multiple Devices to access or Use the Software indirectly through a Device. Each virtual Device, and the physical Device, is considered a separate Device for purposes of this Agreement. This license allows only one installation of the Software for use on each Device permitted under the installation and use rights herein, whether that Device is physical or virtual. If You want to virtualize the Software, You must obtain an individual, multi-user, or site license for each Device.

2.7 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.

2.8 Uninstall instructions – To uninstall this Software from Your Device:
- From the "Start" menu in Windows, select "Control Panel"
- Select "Add/Remove Programs"
- Select "ACDSee Photo Studio Ultimate 2022"
- Click "Uninstall"

For additional information visit https://www.acdsee.com/support/.

3. Subscription

3.1 Subscription – This section applies to Users who have purchased a subscription-based license for the ACDSee 365 services and related software (“Subscription”).

3.2 ACDSee 365 Online Services Related to the Subscription – Subject to Your continuous compliance with this Agreement and payment of the applicable Subscription fees, ACD grants You a limited, non-exclusive, non-transferable, worldwide right to access and use the Software and related ACDSee 365 online services as part of Your Subscription, subject to the terms stated in this Agreement and to the ACDSee 365 Terms of Service. The Subscription related Software may be installed on no more than the number of Devices allowed by the terms of your Subscription.

3.3 Software License Related to the Subscription – Subject to Your continuous compliance with this Agreement and payment of the applicable Subscription fees, ACD grants You a limited, non-exclusive, non-transferable, worldwide right to access the Subscription services and use the Software during the period that the Subscription is current and active (“Subscription Term”) in a manner consistent with the terms of this Agreement and the ACDSee 365 Terms of Service. Upon the expiration or termination of the Subscription Term, some or all of the Software may cease to operate without prior notice and You may not Use the Software until You renew the Subscription. All terms related to the Software as stated in this Agreement shall remain effective and continue to apply to You and Your Use of the Software.

3.4 Restrictions – You agree to the following terms and restrictions related to Your Subscription: (a) ACD may make changes, substitutions and/or deletions to this and other Software included in the Subscription at any time and shall not be liable to You whatsoever for such alterations; (b) You may be required to connect to the Internet and log in at any time during the Subscription Term; (c) the Software may automatically connect to the Internet to verify Your Subscription without notice at any time; and (d) You may not enable or allow others to use the Software or the Subscription services.

3.5 Additional Restrictions – You agree to the following additional terms and restrictions related to Your Subscription:

(i) You shall Use this Software in compliance with all applicable laws and not for any unlawful purpose.

(ii) Each licensed copy of this Software may be used on one single Device. 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.

(iii) Others may not Use or install Your license for this Software.

(iv) Only one person at a time may use the Software on each Device.

(v) The components of the Software are licensed as a single unit, and you may not separate or virtualize the components and install them on different Devices. Except for the permitted use described in Section 3.5(vi) below, this license is for direct Use of the Software only through the input mechanisms of a device, such as a keyboard, mouse, or touchscreen. Installation of the software on a server or for Use by or through other devices connected to the server over an internal or external network and commercial hosting are expressly prohibited. For more information on multiple user scenarios and virtualization, see Section 3.5(ii) above and Section 3.6 below.

(vi) As an exception to the preceding restrictions, You may allow others to access the Software installed on your Devices remotely and simultaneously from another Device only to provide You with technical support.

(vii) The assignment, sublicense, networking, sale, or distribution of this Software is strictly forbidden without the prior written consent of ACD.

(viii) It is a violation of this Agreement to assign, sell, share, loan, rent, lease, borrow, network, or transfer the Use of this Software.

(ix) 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.

3.6 Virtualization – You may not use hardware or software to multiplex or pool connections, or in any fashion allow multiple users or multiple Devices to access or Use the Software indirectly through a Device. Each virtual Device, and the physical Device, is considered a separate Device for purposes of this Agreement. This license allows only one installation of the Software for use on each Device permitted under the installation and use rights herein, whether that Device is physical or virtual. If You want to virtualize the Software, You must obtain an individual, multi-user, or site license for each Device.

3.7 Subscription Evaluation – You may access and use the Software and related ACDSee 365 online services free of charge for the Evaluation Period as part of Your evaluation of the Subscription, subject to the terms stated in this Agreement and to the ACDSee 365 Terms of Service (“Free Trial”). On or before the expiration of the Free Trial, You must purchase a Subscription from ACD to continue to use the Software and Subscription services. For more information about purchasing a Subscription, please contact ACD.

4. 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 and United States copyright law and international copyright treaty provisions. All rights not expressly granted hereunder are reserved for ACD.

4.1 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.

4.2 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.

4.3 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.

4.4 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.

4.5 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. Restrictions on use, transfer and export, the provisions governing ownership and proprietary rights, limitations of liability and warranty disclaimers, governing law, and such other provisions as by their terms so provide or that may reasonably be expected to remain in force, shall survive the expiration or termination of this Agreement.

4.6 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 https://www.acdsee.com/support/. As a registered user, You will have the option to receive helpful information and special email offers for ACD Users.

4.7 Consent to Use of Data – You agree that ACD may collect and use information gathered in any manner as part of the product services provided to You, if any, related to this Software. This information may include, but is not limited to, information about the Software and other ACD products and services including details of platform version, version of the Software, license status, language, usage, and database.