Advanced Imagery Library License Agreement This License Agreement ("Agreement") is a legal agreement between you (an individual hereafter referred to as "Customer"), and Wilson Media (hereafter referred to as "Company"), for the product known as "Advanced Imagery Library" (hereafter referred to as "Software"), which includes computer software and associated media, including but not limited to, printed documentation as well as "online" or electronic documentation. The Software also includes any updates and supplements to the original Software provided to you by Company. By installing, copying, downloading, accessing, or otherwise using the software, you agree to be bound by the terms and conditions of this Agreement. If the Customer does not agree to the terms and conditions of this Agreement, the CUSTOMER IS NOT AUTHORIZED to install or use this software. In consideration of the mutual agreements herein contained, the parties agree as follows: 1. Software License A. Company grants to Customer a non-exclusive, non-transferable license to use the Software and accompanying documentation. Customer understands that the license granted herein transfers neither title nor proprietary rights to Customer with respect to the Software as well as accompanying documentation. B. Customer agrees to install this Software on one computer for one developer, and agrees NOT to use this Software and its accompanying documentation on more than one computer, and agrees NOT to let this Software and its accompanying documentation be used by more than one developer. C. Customer agrees to make no more than one (1) copy of this Software in machine-readable form solely for backup purposes, and that all proprietary notices are to be reproduced on the copy. D. Customer agrees NOT to modify, translate, reverse engineer, decompile, disassemble, create derivative works based on, or copy (except for backup copy) the Software and/or accompanying documentation. E. Customer agrees NOT to rent, transfer, loan, give use to, or grant any rights in the Software or accompanying documentation in any form to any person or party without the express written consent of Company. F. Customer agrees NOT to remove any proprietary notices, labels, or marks on the Software or accompanying documentation. This license is not a sale nor does it grant ownership. Title and copyrights to this Software, accompanying documentation, and any copy made by Customer shall remain with Company. Unauthorized copying of the Software or accompanying documentation, or failure to comply with the above restrictions will result in automatic termination of this License Agreement and will make available to Company other legal remedies. G. Customer agrees NOT to use this Software to create any programming library, component, or other software application, program, or utility that will, or can be construed as competing with this Software. Customer agrees NOT to use this Software to create competing products that will then be sold, distributed, or otherwise given away to potential customers or users. 2. License Fee A. The License Fee for the Software is payable before delivery of the Software. Customer agrees to pay all applicable taxes and/or duties by any taxing authority on the Software for its use, excluding any and all taxes based on the net income of Company. B. The License Fee is considered a subscription for Software, Email support, and future updates (if any). The fee as described above is for a subscription to the Software for an unlimited period of time from the date of the payment of the License Fee. C. Company reserves the right to increase subscription fees at any time without warning or notice to the Customer. 3. Warranties A. Company warrants that the Software will conform to the descriptions contained in any applicable Software documentation. Company will correct any nonconformity which it receives written notice on. B. Except as provided in paragraph 3A, neither Company nor any agent or independent contractor soliciting sales of or performing services in conjunction with the Software offers any warranties or representations, express or implied, with respect to the contents of the Software, documentation, or accompanying computer software, and specifically disclaims any warranties, express or implied, of merchantability or fitness for any particular purpose. This document and accompanying Software is distributed on an "as is" basis, and Company shall in no event be liable for direct, indirect, incidental, exemplary, punitive, or consequential damages resulting from any defect, error, or failure to perform. D. Customer is responsible for checking the validity and accuracy of all work and output created using the Software, and making any and all necessary corrections to the output before submitting it to any outside entity, including but not limited to, customers, associates and manufacturers. 4. Limitation of Liability A. Company shall not be liable for, and Customer hereby assumes the risk of, and shall indemnify and hold Company harmless against, any claim, injury, loss, damage, or expense (including any reasonable attorney fees), either direct or indirect, whether incurred, made, or suffered by Customer or any third party, in connection with or in any way arising out of the furnishing, performance, or use of the Software. Company's liability for damages of any kind, regardless of the form of action or theory of liability, shall not exceed the amount of the license fee paid by the Customer for the Software. In no event shall Company be liable for direct, indirect, incidental, exemplary, punitive, or consequential damages resulting from any defect, error, or failure to perform. 5. Confidentiality A. Customer acknowledges that the Software comprises and incorporates trade secrets and confidential knowledge which are the exclusive property of Company. Customer shall hold the trade secrets and confidential information in trust and shall not disclose the trade secrets and confidential information to any third party for any reason except to its employees who require such knowledge in the ordinary course of their employment. Customer shall take all necessary action to insure that its employees comply with the confidentiality provisions of this Paragraph 5A. The obligations set forth in this Paragraph 5A shall survive termination of this Agreement. B. Customer shall make no copies or duplicate programs of any component of the Software and accompanying documentation, except a single copy solely for backup purposes. COPYRIGHT 2000-2005© BY KEVIN WILSON. THIS PROGRAM CONTAINS CONFIDENTIAL INFORMATION, TRADE SECRETS, AND KNOWLEDGE WHICH IS THE SOLE PROPERTY OF COMPANY. THE RIGHT TO USE THIS PROGRAM IS FURNISHED UNDER A SOFTWARE LICENSE AND MAY BE ONLY USED AND COPIED IN ACCORDANCE WITH THE TERMS OF SUCH LICENSE. THIS PROGRAM AND ANY COPY THEREOF MAY NOT BE PROVIDED OR OTHERWISE MADE AVAILABLE TO ANY OTHER PERSON OR PARTY. NO TITLE OR OWNERSHIP OF THE PROGRAM IS HEREBY TRANSFERRED. C. Customer recognizes and acknowledges that in the event of any breech of this Paragraph 5 (either actual or threatened by Customer), Company's remedies at law shall be inadequate. Customer agrees that, in such event, Company shall have the right of specific performance or injunctive relief, or both, in addition to any and all other remedies and rights at law or in equity and such rights and remedies shall be cumulative. 6. Term and Termination A. This Agreement is effective from the date of receipt of any portion of the Software by the Customer, and shall continue until terminated by either party in accordance with the terms and conditions of Paragraph 6B. B. Customer may terminate this Agreement at any time for any or no reason upon written notice to Company. Company may terminate this Agreement if Customer fails to comply with any of the terms and conditions of this Agreement. In the event of termination, Customer is not entitled to any portion of the subscription fee. C. Upon termination of this Agreement, Customer shall immediately cease using the Software and shall destroy or return the original and all copies, in whole or in part, in any form, of the Software and any related materials. Customer shall certify such action in writing to Company within one (1) month after the termination date. 7. General A. Assignability—Customer may not assign, sublicense or otherwise transfer its rights under this Agreement without the prior express written consent of Company. B. Amendments—No provisions of this Agreement may be modified except by a written document signed by duly authorized representatives of both parties. C. Governing Law—This Agreement shall be governed and construed in accordance with the laws of the State of Ohio. D. Entire Agreement—This Agreement represents the entire understanding between the parties and integrates by its terms all previous agreements and understandings, oral or written, between both parties. This document works in conjunction with, and shall not be superseded by the License Summary provided with the program documentation.