LICENSE AGREEMENT
The Aperion Online License is offered as an additional service to any customer purchasing greeting templates for a digital minilab or kiosk. This license enables Aperion templates to be posted on a lab's web site and then used by the lab's customers to integrate their pictures and place orders.

1.GRANT OF LICENSE. Subject to all of the terms and conditions of this License, Company grants to Licensee a non-exclusive, nonsublicensable and nontransferable license to install and use the software programs and digital graphic files (“Files”) contained herein (in object form only) and the associated user documentation (collectively, the “Software”) as set forth herein. No rights or licenses in the Software are granted to Licensee other than those rights expressly granted in this License.

2. PERMITTED USES. Licensee may: (a) load the Software into the computer’s temporary memory (e.g., RAM); (b) install the Software onto a permanent storage device (e.g., a hard disk drive) as detailed in the instructions contained in the user documentation; (c) physically transfer the Software from one (1) computer to another computer, provided the Software is simultaneously used on only one (1) computer; (d) make one (1) copy of the Software for archival and backup purposes only, provided Licensee maintains possession of such backup (the backup copy shall be subject to the terms and conditions of this License); (e) display the Files on Licensee’s web site (“Website”), provided  that Company’s Proprietary Notices are identified on the Website containing the Files as follows: (i) if the Files are displayed on the Website as one united library of materials and no third party materials are displayed on the Website (including any individual web page), then Licensee shall display Company’s Proprietary Notices at least once on each web page, as applicable; or (ii) if the Files are displayed on the Website with any other third party materials, Licensee shall display Company’s Proprietary Notices on each individual image or item of the Files displayed on the web pages, as applicable, (f) allow consumers to preview and order images and related items produced by Licensee pursuant to Section 2(g) below on the Website utilizing the Files in combination with photographs uploaded by those consumers, and (g) use the Software on a single computer to produce images and related items, provided all materials produced using graphic content greater than [six square inches] from the Files shall bear Company’s “Proprietary Notices” (defined in Section 3 below).

3. NONPERMITTED USES. Licensee shall not (and shall not allow any third party to): (a) electronically transfer the Software from one (1) computer to another over a network or use the Software on more than one (1) computer at the same time, unless Licensee obtains a license to do so from Company and pays the associated license fee; (b) use the Software in a network or multiple-user arrangement unless Licensee pays the associated license fee for and obtains a separate licensed copy of the Software for each terminal or workstation from which the Software will actually be accessed; (c) use the Software to create database(s) for resale without the prior written consent of Company; (d) modify, copy, transfer, rent, lease, lend, sell, transmit, or otherwise distribute or dispose of the Software or Licensee’s rights under this License on a temporary or permanent basis to another person or entity without the prior written consent of Company; (e) create derivative works based upon the Software or attempt or permit third parties to do so, except to the extent specifically permitted under Section 2(f) above or to the extent the foregoing restriction is expressly prohibited by applicable law; (f) make any copies of the user documentation; (g) remove, modify or obscure any copyright, trademark, and/or any other proprietary notices contained in or on the Software (together, “Proprietary Notices”); or (h) export, reexport or transfer the Software from the country in which it is originally delivered to Licensee, without Company’s prior written consent.

4. PROMOTIONAL. Licensee may use the Software to produce images and related items for “Promotional Purposes” (defined below), provided all materials produced for such purposes bear Company’s Proprietary Notices. For purposes of this License, “Promotional Purposes” means all uses which promote the use and/or sale of the images and related items produced using the Software, but specifically excludes any use of the Software which involves the direct production of revenue from the images and related items.

5. OWNERSHIP OF SOFTWARE. This License gives Licensee certain limited rights to use the Software; however, this License is not a sale of the Software or any portion thereof, and Company and its licensors retain all title to and, except as expressly and unambiguously licensed herein, all rights and interests in the Software and any and all new releases, updates and enhancements of the Software and all intellectual property and proprietary rights in the Software throughout the world. The Software is protected by U.S. copyright law, international treaty provisions and applicable laws of the country in which the Software is being used. Company reserves all rights in the Software not expressly granted to Licensee. Licensee owns only the physical media on which the Software is delivered to Licensee. Any new releases, updates, or enhancements to the Software that are delivered to Licensee by Company shall be governed by this License whether or not this License is delivered with the new release, update or enhancement.

6. TERM AND TERMINATION. This License shall commence on the day Licensee opens the Software package and will continue until the License is terminated. The License may be immediately terminated by Company in the event that Licensee breaches any of the terms or conditions hereof. Upon termination, Licensee shall immediately cease all use of, erase from its computers and return to Company, at Licensee’s expense, or destroy all copies of the Software in Licensee’s possession or control and so certify to Company. Termination is not an exclusive remedy and all other remedies will be available to Company whether or not this License is terminated.

7. FURTHER OBLIGATIONS. Licensee shall defend, indemnify and hold Company harmless from and against any and all claims, damages, liabilities, costs and expenses (including, without limitation, attorneys’ fees) arising out of Licensee’s breach of its obligations under this License.

8. DISCLAIMER OF WARRANTY AND LIMITED WARRANTY. Company warrants to the original Licensee, and to no other person or entity, that the media on which the Software is recorded is free from material defects in materials and workmanship under normal use and service for a period of thirty (30) days from the date of delivery of the Software. During the thirty (30) day warranty period, Licensee may return non-conforming media to Company and it will be replaced without charge. This warranty does not cover any media that has been lost, stolen or damaged by misuse, neglect, negligence or unauthorized modification.  EXCEPT AS OTHERWISE PROVIDED ABOVE IN THIS SECTION 8, THE SOFTWARE, IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. LICENSEE ACKNOWLEDGES AND AGREES THAT COMPANY DOES NOT WARRANT, GUARANTEE, OR MAKE ANY REPRESENTATIONS REGARDING THE PERFORMANCE, USE OR RESULTS OF THE USE OF THE SOFTWARE OR ITS CORRECTNESS, ACCURACY, RELIABILITY, CURRENTNESS OR OTHERWISE. LICENSEE ASSUMES THE ENTIRE RISK ASSOCIATED WITH LICENSEE’S USE OF THE SOFTWARE. IF THE SOFTWARE IS DEFECTIVE, LICENSEE ASSUMES ALL RESPONSIBILITY AND COST OF ANY SERVICING, REPAIR OR CORRECTION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE DISCLAIMER MAY NOT APPLY. THE PROVISIONS OF THIS SECTION 8 STATE THE ENTIRE LIABILITY AND OBLIGATION OF COMPANY AND IS IN LIEU OF ANY WARRANTIES OF NON-INFRINGEMENT WHICH ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. This disclaimer of warranty is an essential part of this License.

9. LIMITATION OF REMEDIES AND LIABILITY. Company’s, its dealers’, distributors’, or agents’ entire liability and Licensee’s exclusive remedy as to the media are at Company’s option, (i) replacement of media that does not comply with the limited warranty in Section 8 and is returned to Company with a copy of Licensee’s receipt, or (ii) refund by Company of the license fee.  IN NO EVENT SHALL COMPANY, ITS DEALERS, DISTRIBUTORS, AGENTS, OR EMPLOYEES OR ANYONE ELSE WHO HAS BEEN INVOLVED IN THE CREATION, PRODUCTION, OR DELIVERY OF THE SOFTWARE BE LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS LICENSE UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR INCIDENTAL DAMAGES OF ANY NATURE, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS OR REVENUE, LOSS OR INACCURACY OR CORRUPTION OF DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY, LIABILITY OR INJURY TO THIRD PERSONS, AND THE LIKE, WHETHER FORESEEABLE OR NOT, ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE, REGARDLESS OF WHETHER COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL COMPANY, ITS DEALERS’, DISTRIBUTORS’ AGENTS’ OR EMPLOYEES’ LIABILITY FOR ANY DAMAGES TO LICENSEE, OR TO ANY OTHER PERSON OR ENTITY EVER EXCEED THE LICENSE FEE PAID FOR THE LICENSE OF THE SOFTWARE WHICH GAVE RISE TO THE CLAIM, REGARDLESS OF THE FORM OF THE CLAIM.  SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE EXCLUSION MAY NOT APPLY. THIS SECTION 9 SHALL NOT LIMIT LIABILITY FOR DEATH OR BODILY INJURY OF A PERSON.

10. U.S. GOVERNMENT RESTRICTED RIGHTS. The Software is a “commercial item,” as that term is defined in 48 C.F.R. 2.101, consisting of “commercial computer software” and “commercial computer software documentation,” as such terms are used in 48 C.F.R. 12.212. Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4, any end user that is or acts on behalf of an agency or other instrumentality of the U.S. Government acquires only those rights in the Software that are expressly provided by this License. Licensee will ensure that any reproduction of any portion of the Software is labeled to reflect the foregoing.

11. GENERAL. This License is a complete and exclusive statement of all of the terms, conditions and representations of the agreement between Licensee and Company with respect to the subject matter hereof. This License shall not be varied, supplemented, qualified or interpreted by any prior course of dealing between Licensee and Company or by any usage of trade. The terms of this License shall not be modified or supplemented by any purchase order or acknowledgment, even though Company may have signed such a document. This License may be modified and the observance of any provision of this License may be waived only with the written consent of duly authorized representatives of Licensee and Company. If any term or provision of this License shall be found to be illegal, void, or for any reason unenforceable, it shall be deemed severable from, and shall in no way affect the validity or enforceability of the remaining provisions of this License. This License shall be governed by and construed in accordance with the laws of the State of California without regard to conflicts of laws provisions thereof and without regard to the United Nations Convention on Contracts for the International Sale of Goods. No vendor, distributor, dealer, retailer, sales person or other person is authorized to modify this License or to make any warranty, representation or promise which is different than, or in addition to, the representations or promises in this License.