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<p class="c2"><b>ADOBE</b></p><br>
<p class="c2"><b>SOFTWARE DEVELOPMENT
KIT</b></p><br>
<p class="c2"><b>LICENSE AGREEMENT FOR PIXEL
BENDER TOOLKIT (“AGREEMENT”).</b></p><br>
<p class="c3"><b>1. NO WARRANTY, LIMITATION OF
LIABILITY, BINDING AGREEMENT AND ADDITIONAL TERMS AND
AGREEMENTS</b>.</p><br>
<p class="c4"><b>1.1 WARRANTY
DISCLAIMER.</b> YOU ACKNOWLEDGE THAT THE
SDK MAY BE A PRERELEASE VERSION AND MAY BE PRONE TO BUGS AND/OR
STABILITY ISSUES. THE SDK IS PROVIDED TO YOU “AS
IS,” AND ADOBE AND ITS SUPPLIERS DISCLAIM ANY WARRANTY OR
LIABILITY OBLIGATIONS TO YOU OF ANY KIND. YOU ACKNOWLEDGE THAT
ADOBE MAKES NO EXPRESS, IMPLIED, OR STATUTORY WARRANTY OF ANY KIND
WITH RESPECT TO THE SDK INCLUDING ANY WARRANTY WITH REGARD TO
PERFORMANCE, MERCHANTABILITY, SATISFACTORY QUALITY,
NONINFRINGEMENT, OR FITNESS FOR ANY PARTICULAR PURPOSE. YOU BEAR
THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SDK AND
YOUR USE OF AND OUTPUT FROM THE SDK. Adobe is not obligated to
provide maintenance, technical support, or updates to You for any
portion of the SDK. The foregoing exclusions and limitations shall
apply to the maximum extent permitted by applicable law, even if
any remedy fails its essential purpose.</p><br>
<p class="c4"><b>1.2 LIMITATION OF
LIABILITY.</b> IN NO EVENT WILL ADOBE OR
ITS SUPPLIERS BE LIABLE TO YOU FOR ANY LOSSES, DAMAGES, CLAIMS, OR
COSTS WHATSOEVER, INCLUDING ANY CONSEQUENTIAL, INDIRECT, OR
INCIDENTAL DAMAGES, ANY LOST PROFITS OR LOST SAVINGS, ANY DAMAGES
RESULTING FROM BUSINESS INTERRUPTION, PERSONAL INJURY, OR FAILURE
TO MEET ANY DUTY OF CARE, OR CLAIMS BY A THIRD PARTY EVEN IF AN
ADOBE REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
LOSSES, DAMAGES, CLAIMS, OR COSTS. THE FOREGOING LIMITATIONS AND
EXCLUSIONS APPLY TO THE EXTENT PERMITTED BY APPLICABLE LAW IN YOUR
JURISDICTION. ADOBE’S AGGREGATE LIABILITY AND THAT OF ITS
SUPPLIERS UNDER OR IN CONNECTION WITH THIS AGREEMENT SHALL BE
LIMITED TO THE AMOUNT PAID FOR THE SDK, IF ANY. THIS LIMITATION ON
ADOBE AND ITS SUPPLIERS WILL APPLY EVEN IN THE EVENT OF A
FUNDAMENTAL OR MATERIAL BREACH OR A BREACH OF THE FUNDAMENTAL OR
MATERIAL TERMS OF THIS AGREEMENT. Nothing contained in this
Agreement limits Adobe’s, or its suppliers, liability to
You in the event of death or personal injury resulting from
Adobe’s negligence or for the tort of deceit (fraud).
Adobe is acting on behalf of its suppliers for the purpose of
disclaiming, excluding, and limiting obligations, warranties, and
liability, but in no other respects and for no other
purpose.</p><br>
<p class="c4"><b>1.3 Binding Agreement. This
Agreement governs installation and use of the SDK. You agree that
this Agreement is like any written negotiated agreement signed by
You. By clicking to acknowledge agreement to be bound during review
of an electronic version of this Agreement or by downloading,
copying, installing, or using any portion of this SDK, You accept
all the terms and conditions of this Agreement. This Agreement is
enforceable against You and any person or entity that obtains this
SDK or on whose behalf they are used: for example, Your employer.
If You do not agree to the terms of this Agreement, do not use any
portion of this SDK. This Agreement shall apply to any portion of
the SDK, regardless of whether other software is referred to or
described herein.</b></p><br>
<p class="c4"><b>1.4 Additional Terms and
Agreements. You may have a separate written agreement with Adobe
that supplements or supersedes all or portions of this Agreement.
Your use of some third party materials included in the SDK may be
subject to other terms and conditions typically found in a separate
license agreement or a “Read Me” file located
near such materials or in the “Third Party Software
Notices and/or Additional Terms and Conditions” found
at</b> <a target="ADB-ESG" href=
"http://www.adobe.com/go/thirdparty">http://www.adobe.com/go/thirdparty</a>.
<b>Such other terms and conditions may require You to pass
through notices to Your end users. Such other terms and conditions
will supersede all or portions of this Agreement in the event of a
conflict with the terms and conditions of this Agreement. This
Agreement does not govern the use of Adobe Products. See the end
user license agreements accompanying the Adobe Products for
governing terms. Adobe Products refer to Adobe’s
application programs, technologies, and software such as Adobe
developed plug-ins, which are or may be made available for
licensing to the general public, including any modified versions or
upgrades thereof.</b></p><br>
<p class="c5"><b>2. DEFINITIONS.</b></p><br>
<p class="c4">2.1 “Adobe” means
Adobe Systems Incorporated, a Delaware corporation, 345 Park
Avenue, San Jose, California 95110, if Section 10 of this
Agreement applies; otherwise it means Adobe Systems Software
Ireland Limited, Unit 4-6 Riverwalk, Citywest Business Campus,
Dublin 24, Ireland, a company organized under the laws of
Ireland and an affiliate and licensee of Adobe Systems
Incorporated.</p><br>
<p class="c4">2.2 “Developer”,
“You” and “Your” refer to any
person or entity acquiring, installing, or using the SDK under the
terms of this Agreement.</p><br>
<p class="c4">2.3
“Documentation” means any related explanatory
materials accompanying the SDK.</p><br>
<p class="c4">2.4 “Programming
Language” means the Pixel Bender programming language
included in this SDK.</p><br>
<p class="c4">2.5 “Sample Code”
means software code that Adobe has identified as “sample
code” and included in the SDK for You to incorporate into
Your application programs.</p><br>
<p class="c4">2.6 “SDK” means
the Pixel Bender Toolkit, Programming Language, Sample Code, Tools,
Documentation, and other related items. Only those items placed on
Your computer by executing the SDK installer and/or otherwise
manually downloaded by You are part of this SDK.</p><br>
<p class="c4">2.7 “Tools” refer
to programs and utilities that may be included for You to test or
compile Your application programs.</p><br>
<p class="c5"><b>3. LICENSE AND LICENSE
RESTRICTIONS.</b></p><br>
<p class="c4">Subject to the restrictions
contained in this Section 3, Adobe grants to You a
nonexclusive, nontransferable, royalty-free license to use the
items in the SDK according to the terms and conditions of this
Agreement only for the purpose of internal development of
application programs designed to function with Adobe
products.</p><br>
<p class="c4">3.1 Tools and Documentation License.
Subject to the terms and conditions of this Agreement and except as
otherwise expressly provided herein, Adobe grants You a
non-exclusive, nontransferable license to use the Tools and
Documentation for the sole purpose of internally developing Your
programs designed to function with Adobe products. This Agreement
does not grant You the right to distribute the Tools or
Documentation.</p><br>
<p class="c4">3.2 Sample Code License Under this
Agreement. You may use, modify, or merge all or portions of the
Sample Code with Your application programs and distribute it only
as part of Your products in object code or source code form. Any
modified or merged portion of the Sample Code is subject to this
Agreement. You are required to include Adobe’s copyright
notices on Your application programs except for those programs in
which You include a copyright notice reflecting the copyright
ownership of Developer in such programs. You may not use
Adobe’s name, logo, or trademarks to market Your products.
You may not assign Your rights or obligations granted under this
Agreement without the prior written consent of Adobe. Any attempted
assignment or transfer without such prior written consent from
Adobe shall be void and of no effect.</p><br>
<p class="c4">3.3 Restrictions.</p><br>
<p class="c4">3.3.1 Subject to the permissions in
3.1 and 3.2 above, You may use the SDK solely for the purpose of
internal development. Except as provided herein, You may not
include any portion of the SDK in Your Developer
products.</p><br>
<p class="c4">3.3.2 You may not reverse engineer,
decompile, or disassemble any portion of the SDK. To the extent
that local law grants You the right to decompile software in order
to obtain information necessary to render the software
interoperable with other software, You shall first request to Adobe
in writing to provide You with the necessary information. Adobe has
the right to impose reasonable conditions, such as a reasonable fee
for doing so. Requests for information should be directed to Adobe
at the address provided in the SDK or such other address made
available on adobe.com from time to time.</p><br>
<p class="c4">3.3.3 You may make a limited number
of copies of the SDK to be used by Your employees or consultants as
provided herein, and not for general business purposes, and such
employees or consultants shall be subject to this
Agreement.</p><br>
<p class="c4">3.3.4 You shall not sublicense,
assign, or transfer the SDK or Your rights in the SDK, or authorize
any portion of the SDK to be copied onto or accessed from another
individual’s or entity’s computer except as may
be explicitly provided in this Agreement. Notwithstanding anything
to the contrary in this Section 3.3.4, You may transfer copies
of the SDK installed on one of Your computers to another one of
Your computers, provided that the resulting installation and use of
the SDK is in accordance with the terms of this Agreement and does
not cause You to exceed Your right to use the SDK under this
Agreement.</p><br>
<p class="c4">3.3.5 You may use the Programming
Language only as provided in the Adobe Documentation applicable
thereto.</p><br>
<p class="c4">3.3.6 Development of a Pixel Bender
runtime based on the SDK is expressly prohibited.</p><br>
<p class="c4">3.3.7 You will not use the SDK to
create, develop or use any program, software, or service that
(a) contains any viruses, Trojan horses, worms, time bombs,
cancelbots, or other computer programming routines that are
intended to damage, detrimentally interfere with, surreptitiously
intercept, or expropriate any system, data, or personal
information, (b) when used in the manner in which it is
intended or marketed, violates any law, statute, ordinance,
regulation, or rights (including any laws, regulations or rights
respecting intellectual property, computer spyware, privacy, export
control, unfair competition, antidiscrimination, or false
advertising), or (c) interferes with the operability of Adobe
or third-party programs or software.</p><br>
<p class="c4">3.3.8 The SDK may include various
applications, utilities and components, may support multiple
platforms and languages or may be provided to You on multiple media
or in multiple copies. Nonetheless, the SDK is designed and
provided to You as a single product to be used as a single product
on computers and platforms as permitted herein. You are not
required to use all component parts of the SDK, but You shall not
unbundle or repackage the component parts of the SDK for
distribution, transfer, resale, or use on different computers.
 </p><br>
<p class="c5"><b>4. PROPRIETARY
RIGHTS.</b></p><br>
<p class="c4">The items contained in the SDK and
any copies You are authorized by Adobe to make are the intellectual
property of Adobe and its suppliers. The structure, organization,
and code are the valuable trade secrets and confidential
information of Adobe and its suppliers. The SDK is protected by
United States copyright and patent law, international treaty
provisions, and applicable laws of the country in which it is being
used. You agree to protect all copyright and other ownership
interests of Adobe and/or its suppliers in all items in the SDK
supplied under this Agreement. You agree that all copies of the
items in the SDK, reproduced for any reason by You, contain the
same copyright notices, and other proprietary notices as
appropriate, as they appear on or in the master items delivered by
Adobe in the SDK. Adobe and/or its suppliers retain title and
ownership of the items in the SDK, the media on which it is
recorded, and all subsequent copies, regardless of the form or
media in or on which the original and other copies may exist.
Except as stated above, this Agreement does not grant You any
rights to patents, copyrights, trade secrets, trademarks, or any
other rights in respect to the items in the SDK.</p><br>
<p class="c5"><b>5. NON-BLOCKING OF ADOBE
DEVELOPMENT.</b></p><br>
<p class="c4">You acknowledge that Adobe is
currently developing or may develop technologies and products in
the future that have or may have design and/or functionality
similar to products that You may develop based on Your license
herein. Nothing in this Agreement shall impair, limit, or curtail
Adobe’s right to continue with its development,
maintenance, and/or distribution of Adobe’s technology or
products. You agree that You shall not assert in any way any patent
owned by You arising out of or in connection with this SDK or
modifications made thereto against Adobe, its subsidiaries or
affiliates, or their customers, direct or indirect, agents, and
contractors for the manufacture, use, import, licensing, offer for
sale, or sale of any Adobe products.</p><br>
<p class="c5"><b>6. TERM.</b></p><br>
<p class="c4">This Agreement is effective until
terminated. Adobe has the right to terminate this Agreement
immediately, without judicial intervention, if You fail to comply
with any term herein. Upon any such termination, You must remove
all full and partial copies of the items in the SDK from Your
computer and discontinue the use of the items in the
SDK.</p><br>
<p class="c5"><b>7.
INDEMNIFICATION.</b></p><br>
<p class="c4">Developer agrees to indemnify, hold
harmless, and defend Adobe and its suppliers from and against any
and all liabilities, losses, actions, damages, lawsuits, or claims
(including product liability, warranty and intellectual property
claims, and all reasonable expenses, costs, and attorneys
fees), that arise or result from the use or distribution of any
portion of the SDK or Developer’s products that contains
or is based upon any portion of the SDK, provided that Adobe gives
Developer prompt written notice of any such claim, tenders to
Developer the defense or settlement of such a claim at
Developer’s expense, and cooperates with Developer, at
Developer expense, in defending or settling such claim.</p><br>
<p class="c5"><b>8. CHOICE OF LAW.</b></p><br>
<p class="c4">If You are a consumer who uses the
Software for only personal non-business purposes, then this
agreement will be governed by the laws of the jurisdiction in which
You purchased the license to use the Software. If You are not such
a consumer, this agreement will be governed by and construed in
accordance with the substantive laws in force in: (a) the
State of California, if a license to the Software is obtained when
You are in the United States, Canada, or Mexico; or (b) Japan,
if a license to the Software is obtained when You are in Japan; or
(c) Singapore, if a license to the Software is obtained when
you are in a member state of the Association of Southeast Asian
Nations, the People’s Republic of China (including Hong
Kong S.A.R. and Macau S.A.R.), Taiwan or the Republic of Korea,
whereby this Agreement shall be governed by and construed pursuant
to the laws of Singapore, without regard to its conflict of laws
principles; or (d) England, if a license to the Software is
obtained when You are in any jurisdiction not described above. The
respective courts of Santa Clara County, California when California
law applies, Tokyo District Court in Japan, when Japanese law
applies, and the competent courts of London, England, when the law
of England applies, shall each have non-exclusive jurisdiction over
all disputes relating to this agreement. When Singapore law
applies, any dispute arising out of or in connection with this
agreement, including any question regarding its existence,
validity, or termination, shall be referred to and finally resolved
by arbitration in Singapore in accordance with the Arbitration
Rules of the Singapore International Arbitration Centre
(“SIAC”) for the time being in force, which rules
are deemed to be incorporated by reference in this section. There
shall be one arbitrator, selected jointly by the parties. If the
arbitrator is not selected within thirty (30) days of the
written demand by a party to submit to arbitration, the Chairman of
the SIAC shall make the selection. The language of the arbitration
shall be English. Notwithstanding any provision in this agreement,
Adobe or You may request any judicial, administrative, or other
authority to order any provisional or conservatory measure,
including injunctive relief, specific performance, or other
equitable relief, prior to the institution of legal or arbitration
proceedings, or during the proceedings, for the preservation of its
rights and interests or to enforce specific terms that are suitable
for provisional remedies. This agreement will not be governed by
the conflict of law rules of any jurisdiction or the United Nations
Convention on Contracts for the International Sale of Goods, the
application of which is expressly excluded.</p><br>
<p class="c5"><b>9. U.S. GOVERNMENT REGULATIONS
AND EXPORT.</b></p><br>
<p class="c4">9.1 You agree that any Developer
product that includes Sample Code or Programming Language will
include in its license agreement a reference to applicable U.S.
Government regulations that control licensing of
software.</p><br>
<p class="c4">9.2 You acknowledge that this SDK is
subject to the U.S. Export Administration Regulations (the
“EAR”) and that You will comply with the EAR. You
will not export or re-export this SDK, or any portion hereof,
directly or indirectly, to: (a) any countries that are subject
to US export restrictions (currently including, but not necessarily
limited to, Cuba, Iran, North Korea, Sudan, and Syria);
(b) any end user who You know or have reason to know will
utilize them in the design, development, or production of nuclear,
chemical, or biological weapons, or rocket systems, space launch
vehicles, and sounding rockets, or unmanned air vehicle systems; or
(c) any end user who has been prohibited from participating in
the US export transactions by any federal agency of the US
government. In addition, You are responsible for complying with any
local laws in Your jurisdiction which may impact Your right to
import, export or use the SDK.</p><br>
<p class="c5"><b>10. WAIVER.</b></p><br>
<p class="c4">None of the provisions of this
Agreement shall be deemed to have been waived by any act or
acquiescence on the part of Adobe, its agents, or employees, but
only by an instrument in writing signed by an officer of
Adobe.</p><br>
<p class="c5"><b>11. INTEGRATION.</b></p><br>
<p class="c4">When conflicting language exists
between this Agreement and any other agreement included in the SDK,
this Agreement shall supersede. If either Adobe or Developer
employs attorneys to enforce any rights arising out of or relating
to this Agreement, the prevailing party shall be entitled to
recover reasonable attorneys’ fees. You acknowledge that
You have read this Agreement, understand it and that it is the
complete and exclusive statement of Your agreement with Adobe,
which supersedes any prior agreement, oral or written, between
Adobe and You with respect to the licensing to You of the SDK. No
variation of the terms of this Agreement will be enforceable
against Adobe unless Adobe gives its express consent, in writing
signed by an officer of Adobe. The English language version of this
Agreement shall be the version used in the event any dispute arises
hereunder. All translations of this Agreement are for convenience
only and shall not be used by the parties or any court when
interpreting or construing this Agreement.</p><br>
<p class="c6">Pixel Bender
Toolkit_SDK_IHC-en_US-20101214_11:15 </p><br>
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