ACDSEE VIDEO STUDIO 2.

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 ACDSee Video Studio
2.0 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 or similar device (Computer). 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
except for back-up use during emergency situations. 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").

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 without
purchasing a license for a maximum of 30 days. On or before the expiration of the Evaluation Period and
before exceeding the number of permitted video files, 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.

2.1 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.
2.2
2.3 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, ACDs 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.
2.4
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 ACDSee Video Studio 2.0
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 ACDs 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 ACDs
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 attorney and submit to the non-exclusive jurisdiction of the courts of Victoria, British Columbia,
and any competent courts of appeal therefrom.

2.5 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.
2.6
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 ACDs 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 DataYou 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

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 Codejock Toolkit Pro licensed from Codejock Software. All Rights
Reserved.

2. This software contains NVIDIA CUDA Toolkit licensed from NVIDIA Corporation. All
Rights Reserved.

3. This software contains open source code Libxml2 licensed under the MIT License (MIT).

4. This software contains software code licensed under the GNU General Public License (LGPL)
version 2 or later.

7. Copyright, Trademark and Patent Notices

ACDSee Video Studio 2.0 software and documentation was designed, programmed and is Copyright (c)
2016 ACD Systems International Inc. All rights reserved worldwide. Unauthorized duplication strictly
prohibited.

ACD, ACDSee, ACDSee logo, Light EQ, SeeDrive, SeePlus, Send Pix and PicaView are trademarks of
ACD Systems International Inc. and may be registered in Canada, the United States, European Union,
Japan and certain other jurisdictions.

Facebook is a registered trademark of Facebook, Inc. Twitter is a registered trademark of Twitter, Inc.
YouTube is a trademark or a registered trademark of Google, Inc. in the United States and/or other
countries.

All other marks, products and company names are the property of their respective owners.
8. 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. 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 Video Studio 2.0 EULA May 27, 2016