LICENSE AGREEMENT for ProSelect and ProSelect Pro software and related accessories.

IMPORTANT-READ CAREFULLY: This End-User License Agreement ("EULA") is a legal contract between you (either (a) an individual user or (b) a business organization ("you") and Pro Studio Software, Inc., a Delaware corporation in the United States for the ProSelect, ProSelect Pro software and associated software add-ons, including any associated media, printed materials and electronic documentation (the "Software").

By checking the "I accept the terms of the license agreement" box, downloading, accessing or otherwise using the Software, you agree to be bound by the terms of this EULA and you represent that you are authorized to enter into this EULA on behalf of your corporate entity (if applicable). If you do not wish to be bound by the terms of this EULA, quit the installation, and do not install, access or use the Software. No refunds are given on Software since a demo version is available before purchase.

1. Grant of Limited License.

Upon your payment of the fees shown on the invoice and acceptance of this EULA, Licensor grants you a limited, personal, non-exclusive license to install and use the Software on the terms and conditions set forth herein.

MANDATORY ACTIVATION. THIS SOFTWARE CONTAINS TECHNOLOGICAL MEASURES THAT ARE DESIGNED TO PREVENT UNLICENSED OR ILLEGAL USE OF THE SOFTWARE. Pro Studio Software, Inc. may choose to enforce said measures at their sole discretion at any time and without prior notice to you. You will be required to activate the software through the use of the Internet and periodically maintain an Internet connection for ongoing validation. You may also need to reactivate the software if you modify your computer, alter the software or update your registration details.

Pro Studio Software, Inc. may, at is own discretion, provide a method for you to validate copies of the Software installed on computers not connected to the internet. The provision of such a method is not guaranteed to be provided or, if provided, to continue to be provided in the future.

2. Ownership

(a) The Software is owned by Pro Studio Software, Inc. and is protected by United States copyright laws and by international treaty provisions. This Agreement does not convey to you any rights of ownership in the Software. All right, title, and interest in the Software and in any ideas, know-how, and programs which are developed by Pro Studio Software, Inc. in the course of providing any technical services, including any enhancements or modifications made to the Software, shall at all times remain the property of Pro Studio Software, Inc.. You acknowledge and agree that the Software is licensed, not sold. You shall not permit the Software to be accessed or used by anyone other than your employees whose duties require such access or use.

(b) If you Leased the software, usage is bound to the current lease terms on the ProStudioSoftware.com website. Those terms are subject to change. If you made an outright purchase, you did not purchase the software itself, but a license to use the software so long as your operating system supports it. You are responsible to maintain and archive installer files and registration information. ProStudio Software, Inc. is under no legal obligation to provide downloads and registration keys for more than 30 days from the release date of your last eligible version. We may maintain copies for up to five years from the original release date of your eligible major version, but are under no obligation to do so.

(c) You may not remove, modify or alter any Pro Studio Software, Inc. copyright or trademark notice from any part of the Software, including but not limited to any such notices contained in the physical and/or electronic media or documentation, in 'about' boxes, in any of the runtime resources and/or in any web-presence or web-enabled notices, code or other embodiments originally contained in or otherwise created by the Software.

(d) You will not remove or modify Pro Studio Software, Inc. proprietary rights notices from any copies of the Software, including archival and back-up copies, if applicable.

(e) You may not modify, reverse-engineer, decompile, or disassemble the Software for the purpose of disabling the feature of the Software that enforces the trial limit of your copy of the Software (i.e. circumventing the Registration Key system) or for the purpose of circumventing any of the terms of this License Agreement or any other provision of law.

(f) You may make one back up and/or archival copy of the Software.

3. Installation and Use Restrictions.

This Software may be installed and used on your computer subject to the following conditions:

(a) You may register your copy of the Software by purchasing a license at http://www.ProStudioSoftware.com. The activated license will enable full usage of the Software beyond the trial limit. You may not copy or distribute the license information.

(b) You may not use the software on more than one central processing unit at the same time unless you purchase an additional "user" for your license for each simultaneously operating copy of the Software.

(c) Subject to clause 3(b), you may install & activate the software on one more machine than you have purchased "users" for your software license at the one geographical location. For example, if you have one user license, then you are only permitted to install & activate the software on two machines PROVIDED that you are only running one copy at any one time. "One geographical location" means physically at or directly related to one business or studio location. For example, a desktop computer at a studio and a laptop taken home but used for the same studio's business would be considered the same location. If you have more than one business location, then you need a separate license for each location. Each license may be for one or more users.

4. Disclaimer of Warranties and Limitation of Liability.

THE SOFTWARE IS PROVIDED "AS IS," WITHOUT WARRANTY OF ANY KIND. Pro Studio Software, Inc. FURTHER DISCLAIMS ANY IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE SOFTWARE REMAINS WITH YOU. SHOULD THE SOFTWARE PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING OR REPAIR.

IN NO EVENT SHALL Pro Studio Software, Inc. OR ANYONE ELSE INVOLVED IN THE CREATION, PRODUCTION, MARKETING, DISTRIBUTION, OR DELIVERY OF THE SOFTWARE, BE LIABLE FOR ANY DAMAGES WHATSOEVER; INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, FOR BUSINESS INTERRUPTION, FOR LOSS OF BUSINESS INFORMATION, OR FOR OTHER MONETARY LOSS, ARISING OUT OF THE USE OF THE SOFTWARE OR THE INABILITY TO USE THE SOFTWARE, EVEN IF YOU HAVE BEEN NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT SHALL Pro Studio Software, Inc. BE LIABLE FOR ANY SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, OR FOR ANY DAMAGES WHATSOEVER, WHETHER IN A CONTRACT ACTION, NEGLIGENCE OR OTHER TORT ACTION, OR OTHER CLAIM OR ACTION, ARISING OUT OF, OR IN CONNECTION WITH, THE USE OR PERFORMANCE OF THE SOFTWARE OR DOCUMENTS AND OTHER INFORMATION PROVIDED TO YOU BY Pro Studio Software, Inc., OR IN THE PROVISION OF, OR FAILURE TO PROVIDE, SERVICES OR INFORMATION.

5. Your Warranty to Pro Studio Software, Inc.

You warrant that all individuals having access to the Software will observe and perform all the terms and conditions of this EULA. You shall, at your own expense, promptly enforce the restrictions in this EULA against any person who gains access to your copy of the Software (i.e. the copy you download upon agreeing to this EULA or any other copy you have made from that copy) with your permission or while your employee and who violates such restrictions, by instituting and diligently pursuing all legal and equitable remedies against him or her. You agree to immediately notify Pro Studio Software, Inc. in writing of any misuse, misappropriation or unauthorized disclosure, display or copying of the Software that may come to your attention.

6. Terms of Service.

When you register the Software or have the Software perform an automatic or manual registration validation, activation or re-activation, Pro Studio Software, Inc. servers will automatically log certain non-personal information from your computer and associate this with the information that you provided to Pro Studio Software, Inc. when you downloaded or purchased a license for the Software. This information may include but not be limited to your IP address, and computer's name and model number and MAC address. We may gather data regarding usage.

To the extent Pro Studio Software, Inc. may access Personal Information, Pro Studio Software, Inc. will not transmit Personal Information voluntarily to any third party without your express consent. Your Personal Information remains in your full control.

Pro Studio Software, Inc. may, on occasion, use this information to help diagnose problems with your computer, its server and to administer its website. Pro Studio Software, Inc. may provide aggregate statistics about our customers, traffic patterns, and related site information to reputable third-party vendors. In this process, the information that Pro Studio Software, Inc. collects remains anonymous to third parties. Pro Studio Software, Inc. may derive general information from your Personal Information and Pro Studio Software, Inc. web site usage. Pro Studio Software, Inc. will not voluntarily disclose, sell or trade your Personal Information to any third party without your consent.

7. Upgrades

If the Software is labeled or otherwise identified by Pro Studio Software, Inc. as an "upgrade", you must be properly licensed to use a product identified by Pro Studio Software, Inc. as being eligible for the upgrade in order to use the Software. Any Software labeled or otherwise identified by Pro Studio Software, Inc. as an upgrade replaces the product that formed the basis for your eligibility for such upgrade. You may use the resulting upgraded product only in accordance with the terms of this License A or the EULA contained within that upgrade. If the Software is an upgrade of a component of a package of software programs that you licensed as a single product, the Software may be used and transferred only as part of that single product package and may not be separated for use on more than a desktop computer and a laptop for a single user (only one copy of the software may be running at a time).

The Licensor is under no obligation to provide upgrades to the software in any way.

8. Export Control Laws.

You agree to comply with all laws, rules and regulations applicable to the export of the Software. Specifically, you shall not export, re-export or transship the Software, or the direct product thereof, in violation of any United States laws and regulations which may from time to time be applicable. By downloading or using the Software, you are agreeing to the foregoing.

9. Injunctive Relief.

Because of the unique nature of the Software, you understand and agree that Pro Studio Software, Inc. will suffer irreparable injury in the event you fail to comply with any of the terms of paragraph 3 of this License Agreement and that monetary damages may be inadequate to compensate Pro Studio Software, Inc. for such breach. Accordingly, you agree that Pro Studio Software, Inc. will, in addition to any other remedies available to it at law or in equity, be entitled to injunctive relief, without posting a bond, to enforce the terms of this EULA.

10. Termination.

You may terminate this Agreement at any time. Pro Studio Software, Inc. may immediately terminate this License Agreement if you breach any representation, warranty, agreement or obligation contained or referred to in this License Agreement. Upon termination, you must dispose of the Software and all copies or versions of the Software by destroying the Software. The provisions of Sections 2, 3, 4, 5, 6, 7, 8 10 and 11 of this EULA shall survive termination of this EULA.

11. Miscellaneous.

If any litigation is brought to enforce this License Agreement, or arises out of this License Agreement, the prevailing party shall be awarded its reasonable attorneys' fees together with expenses and costs incurred in such litigation. This Agreement shall be governed by the laws of the State of Delaware. This License Agreement is the complete agreement between Pro Studio Software, Inc. and you and supersedes all prior agreements, oral or written, with respect to the subject matter hereof.

12. ALLOWED USE OF MUSIC AND GRAPHICS RESOURCES

1. All music and graphics resources (collectively referred to as the "Resources") included with the Software or later added to the Software from Pro Studio Software, Inc.'s online resources portal is owned and copyrighted by either Pro Studio Software, Inc. or licensed from other third parties. The following terms and conditions governs your non-transferable use of the Resources:

(a) You agree not to use any of the Resources for purposes beyond the scope of this Agreement.

(b) Without limiting the foregoing, you can use the Resources for (i) any non-profit project and (ii) any commercial project related to the official commercial activities of your business.

(c) Any and all uses of the Resources is subject to the limitation that the Resources files must be incorporated into any work with substantial value added by you such that transformed or derivative work is not recognizable as the Resources nor is the Resources capable of being downloaded, extracted or accessed by a third party as a stand-alone file (satisfaction of these conditions will constitute the work as a "Derivative Work" for the purposes of this Agreement).

(d) "Non-transferable" as used herein means that except as specifically provided in this Agreement you may not sell, rent, load, give, sublicense, or otherwise transfer to anyone, the Resources or the right to use Resources. Except as otherwise provided in this Agreement, you not cause or permit unauthorized copying, reproduction or disclosure of any portion of the Resources, or the delivery or distribution of any part thereof to any third party, for any purpose, without the prior written permission of Pro Studio Software, Inc.. This restriction shall continue beyond the termination of this Agreement.

(e) The Resources may not be sold or distributed as standalone files, or included in any other media/stock product, library, or collection for distribution or resale. The Resources may not be used, in part or in whole, as a trademark or service mark, nor may Licensees claim any proprietary rights of any sort in the Resources, or any part thereof. Licensees may not make available some or all of the Resources on a web page or other display as a separate or downloadable reusable file, or disassemble, decompile, reverse engineer, translate, or otherwise decode the Resources for any reason whatsoever. If you provide Resources or Derivative Works to any entity under this agreement as part of your work product, that entity may not reuse the Resources for any purposes other than a review of you work product.

(f) You may NOT use the Resources to create slideshows, videos or image products to promote other businesses or for use in projects by 3rd party business clients.

13. USE OF THIRD PARTY LIBRARIES

Some versions of the Software may use optionally installed third party software libraries. By installing and using these libraries you agree to be bound by the respective license agreements of each library. Copies of these licenses can be found in the respective folders containing the libraries. The libraries are:

VLC owned by VideoLAN (http://www.videolan.org)

FFmpeg owned by FFmpeg.org (http://ffmpeg.org)

ImageMagick owned by ImageMagick Studio LLC (http://imagemagick.org)

If you do not agree to these licenses then select not to install the libraries or remove them from your computer.

COPYRIGHT NOTICE. Copyright (c) 2004-2022 Pro Studio Software, Inc., Grand Ledge, MI 48837. All rights reserved. Any rights not expressly granted in this License Agreement are reserved.