TOPAZ LABS END USER LICENSE AGREEMENT

NOTICE TO USERS: CAREFULLY READ THE FOLLOWING LEGAL AGREEMENT.  USE OF THE TOPAZ LABS SOFTWARE PROVIDED WITH THIS AGREEMENT (THE "SOFTWARE") CONSTITUTES YOUR ACCEPTANCE OF THESE TERMS.  IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT INSTALL AND/OR USE THIS SOFTWARE.  USER'S USE OF THIS SOFTWARE IS CONDITIONED UPON COMPLIANCE BY USER WITH THE TERMS OF THIS AGREEMENT.

1. LICENSE GRANT.  Topaz Labs LLC grants you a license to use ONE (1) copy of the version of this SOFTWARE on any TWO (2) computers for as many licenses as you purchase. This license is only valid for a single  user and may not be shared between individuals.  "You" means the company, entity or individual whose funds are used to pay the license fee.  "Use" means storing, loading, installing, executing or displaying the SOFTWARE.  You may not modify the SOFTWARE or disable any licensing or control features of the SOFTWARE except as an intended part of the SOFTWARE's programming features.  When you first obtain a copy of the SOFTWARE, you are granted an evaluation period of not more than 30 days, after which you must pay for the SOFTWARE.  This license is not transferable to any other system, or to another organization or individual.  You are expected to use the SOFTWARE on your system and to thoroughly evaluate its usefulness and functionality before making a purchase.  This "try before you buy" approach is the ultimate guarantee that the SOFTWARE will perform to your satisfaction.

2. OWNERSHIP.  The SOFTWARE is owned and copyrighted by Topaz Labs LLC.  Your license confers no title or ownership in the SOFTWARE and should not be construed as a sale of any right in the SOFTWARE.  

3. COPYRIGHT.  The SOFTWARE is protected by United States copyright law and international treaty provisions. You acknowledge that no title to the intellectual property in the SOFTWARE is transferred to you.  You further acknowledge that title and full ownership rights to the SOFTWARE will remain the exclusive property of Topaz Labs LLC and you will not acquire any rights to the SOFTWARE except as expressly set forth in this license. You agree that any copies of the SOFTWARE will contain the same proprietary notices which appear on and in the SOFTWARE.

4. REVERSE ENGINEERING. You agree that you will not attempt to reverse compile, modify, translate, or disassemble the SOFTWARE in whole or in part.

5. NO OTHER WARRANTIES.  Topaz Labs LLC DOES NOT WARRANT THAT THE SOFTWARE IS ERROR FREE. Topaz Labs LLC DISCLAIMS ALL OTHER WARRANTIES WITH RESPECT TO THE SOFTWARE, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT OF THIRD PARTY RIGHTS.  SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY MAY LAST, OR THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.  THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM JURISDICTION TO JURISDICTION. 

6. SEVERABILITY.  In the event of invalidity of any provision of this license, the parties agree that such invalidity shall not affect the validity of the remaining portions of this license.  

7. NO LIABILITY FOR CONSEQUENTIAL DAMAGES.  IN NO EVENT SHALL Topaz Labs LLC OR ITS AFFILIATES BE LIABLE TO YOU FOR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL OR INDIRECT DAMAGES OF ANY KIND ARISING OUT OF THE DELIVERY, PERFORMANCE OR USE OF THE SOFTWARE, EVEN IF Topaz Labs LLC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL Topaz Labs LLC' LIABILITY FOR ANY CLAIM, WHETHER IN CONTRACT, TORT OR ANY OTHER THEORY OF LIABILITY, EXCEED THE LICENSE FEE PAID BY YOU, IF ANY.

8. DISTRIBUTION
You are hereby granted to make as many copies of the SOFTWARE as you wish and distribute it to anyone provided that all files are intact. The REGISTRATION KEY you may have obtained is not part of the SOFTWARE and therefore CANNOT be distributed. You must distribute the install form of the SOFTWARE(you must distribute the self-extracting archive file, not the files resulting of an installation). You are not allowed to sell the SOFTWARE(except for shipment and handling charges). You are authorized to distribute it on any Cover Disk, CD-ROM without permission from Topaz Labs LLC. Catalog Web sites are authorized to distribute it as a download file (hosted or linked to the Topaz Labs site) without permission from Topaz Labs LLC. 

9. GOVERNING LAW.  This license will be governed by the laws of the State of Texas as they are applied to agreements between Texas residents entered into and to be performed entirely within Texas . The United Nations Convention on Contracts for the International Sale of Goods is specifically disclaimed.

10. ENTIRE AGREEMENT.  This is the entire agreement between you and Topaz Labs LLC which supersedes any prior agreement or understanding, whether written or oral, relating to the subject matter of this license.