SeePlus 9.0 END USER LICENSE AGREEMENT
PLEASE READ THIS END USER LICENSE AGREEMENT (THE “AGREEMENT”) CAREFULLY BEFORE USING THIS SOFTWARE.

NOTICE TO USER – BY RECEIVING OR USING THIS ACD SYSTEMS INTERNATIONAL INC. (“ACD”) SOFTWARE YOU ACCEPT AND AGREE TO BE BOUND BY THIS 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 known as SeePlus 9.0 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 (whether a workstation or laptop), mobile device or other computing device (each a “Computer”). “Evaluation Version” means a version of this Software that You may Use without purchasing a license for up to the maximum number of calendar days that is specified (the 'Evaluation Period'). “ACDSee 365” means the online feature of SeePlus 9.0 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 membership based license for the ACDSee 365 online services as outlined in section 3. Subject to the terms of this Agreement (including Your payment of any fees), ACD grants to You a limited, non-exclusive, non-transferable, worldwide license, without any 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 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 ACD reseller or distributor) to continue to use this Software, or You must remove this Software from Your computer immediately on 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 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 use those measures to confirm You have a valid licensed copy of 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, (e) 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. 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 Uninstall instructions
From the 'Start' menu in Windows, select 'Control Panel'
Select 'Add/Remove Programs'
Select “SeePlus 9.0”
Click 'Uninstall'

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 a single Computer. 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 in 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 premises 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.


3. Membership

3.1 Membership – This section 3 applies to Users who have purchased a membership-based license for the ACDSee 365 services and related software (“Membership”).

3.2 ACDSee 365 Online Services Related to the Membership – Subject to Your continuous compliance with this Agreement and payment of the applicable membership 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 Membership, subject to the terms stated in this Agreement and to the ACDSee 365 Terms of Service. The Membership related Software may be installed on no more than five (5) Computers.

3.3 Software License Related to the Membership – Subject to Your continuous compliance with this Agreement and payment of the applicable membership fees, ACD grants You a limited, non-exclusive, non-transferable, worldwide right to access the Membership services and use the Software during the period that the Membership is current and active (“Membership 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 Membership 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 Membership. All terms related to the Software as stated in this Agreement remain effective and continue to apply to You and Your Use of the Software.

3.4 Restrictions – You agree to the following additional terms and restrictions related to Your Membership: (a) ACD may make changes, substitutions and/or deletions to this and other Software included in the Membership 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 Membership Term; (c) the Software may automatically connect to the Internet to verify Your Membership without notice at any time; and (d) You may not enable or allow others to use the Software or the Membership services.

3.5 Membership 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 Membership, 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 membership from ACD to continue to use the Software and Membership services. For more information about purchasing a Membership, please contact ACD Customer Service.


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 Indemnity – You will indemnify, hold harmless, and defend ACD, its employees, agents and distributors against any and all claims, actions, proceedings, demands and costs resulting from or in any way connected with Your use of this Software.

4.3 Limitation of Liability - 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 ANY DAMAGES WHICH EXCEED, IN THE AGGREGATE, THE LESSER OF (A) THE PURCHASE PRICE OF THE SOFTWARE, (B) THE AMOUNT PAID BY YOU AND (C) THE SUGGESTED RETAIL PRICE AS LISTED BY ACD). IN NO EVENT WILL ACD, ITS EMPLOYEES, AGENTS, SUPPLIERS OR DISTRIBUTORS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE, AGGRAVATED OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, IN CONNECTION WITH OR ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE SOFTWARE OR THE FURNISHING, USE OR INABILITY TO USE THIS SOFTWARE, OR THE PROVISION OR PERFORMANCE OR USE OF ANY SERVICES UNDER THIS AGREEMENT, SUCH EXCLUDED DAMAGES INCLUDING BUT NOT LIMITED TO BUSINESS INTERRUPTION, LOSS OF DATA OR INFORMATION, LOSS OF PROFITS, LOSS OF BUSINESS OPPORTUNITIES, FAILURE TO REALIZE SAVINGS OR OTHER BENEFITS OR LOSS OF GOODWILL, EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. ACD IS NOT LIABLE FOR ANY CLAIMS MADE THE SUBJECT OF A LEGAL PROCEEDING AGAINST ACD MORE THAN TWO YEARS AFTER ANY SUCH CLAIM FIRST AROSE.

4.4 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.

4.5 Governing Law – This Agreement is governed by and construed in accordance with the laws of the Province of British Columbia and the laws of Canada applicable therein excluding application of any conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods and the International Sale of Goods Act (B.C.) do not apply to this Agreement. 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.

4.6 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.

4.7 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/policy. As a registered user, You will have the option to receive helpful information and special email offers for ACD Users.

4.8 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. Various hardware parameters may also be collected. 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 that is included in 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.

4.9 Automatic Upgrades - 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. 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.


5. 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.


6. Third Party Software Licenses

6.1 Third Party Software - The Software also contains software of ACD Systems International Inc. and its suppliers, and other third parties which are used in accordance with the notices reproduced below:

1. This Software contains Method and System for Calendar-Based Image Asset Organization, Patent No. US 7,398,479 B2 and Image Contrast Enhancement, Patent Nos. US 8,228,560, US 8,928,947 and US 8,014,034.

2. Adobe RGB (1998) and ColorMatchRGB (1998) color image encoding, which are registered trademarks under license by Adobe Systems Incorporated. All rights reserved.

3. ProPhotoRGB with is copyright (c) 1999 Eastman Kodak. All rights reserved.

4. 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.

5. XMP Toolkit 4.1.1 is copyright (c) 1999 - 2011, 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.

6. 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.

7. 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 ACD Systems Int