X-RITE SOFTWARE LICENSE AGREEMENT

IMPORTANT - THIS IS A LEGAL AGREEMENT BETWEEN YOU AND X-RITE, INCORPORATED. BY LOADING OR USING THE SOFTWARE, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS X-RITE SOFTWARE LICENSE AGREEMENT ("AGREEMENT"), THAT YOU UNDERSTAND IT, AND THAT YOU AGREE TO BE BOUND BY ITS TERMS.

IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, THEN X-RITE IS UNWILLING TO GRANT YOU A LICENSE TO ACCESS AND/OR USE THE SOFTWARE, AND YOU MAY NOT ACCESS AND/OR USE THE SOFTWARE. PROMPTLY UNINSTALL THE SOFTWARE FROM ANY AND ALL COMPUTERS, DISCONTINUE ANY AND ALL ACCESS AND USE OF THE SOFTWARE AND, IF YOU PURCHASED A COPY OF THIS SOFTWARE, PROMPTLY RETURN THE SOFTWARE AND THE ACCOMPANYING ITEMS (INCLUDING WRITTEN MATERIALS AND BINDERS OR OTHER CONTAINERS) TO THE PLACE YOU OBTAINED THEM FOR ANY APPLICABLE REFUND.

DEFINITIONS

In this Agreement, the term "Software" means X-Rite Software provided to you or to which you are being provided access, including associated user documentation, in electronic, digital, or printed form. The term "You" or "you" means the company, entity or individual that is acquiring the license to access and/or use the Software under this Agreement.

SOFTWARE LICENSE

Grant

. Subject to the terms and conditions of this Agreement, X-Rite hereby grants to You a limited, nonexclusive license to access and use the Software, in object code format only, solely in connection with Your own business operations and on the terms and conditions set forth in this Agreement. You may install and use the Software on any number of computers owned by You. Additional installations and uses are prohibited unless otherwise expressly authorized by X-Rite in a separate written document issued by X-Rite to You in X-Rite’s sole discretion.

Copies

. You may make one copy of the Software and documentation for non-production, back-up, archival and testing purposes provided that X-Rite’s copyright and other proprietary legends are reproduced on such copy. The copy made by You shall be the property of X-Rite. You may not copy the written materials accompanying the Software, and you may not remove the labels or proprietary legends from the Software or its documentation.

Restrictions

. In addition to other restrictions set forth in this Agreement, You may not (a) use, copy or distribute the Software (electronically or otherwise) or any copy, adaptation, transcription or merged portion thereof except as expressly authorized under this Agreement; (b) create derivative works based in whole or in part on the Software, (c) use the Software for the benefit of third parties in a commercial, retail, service bureau or otherwise whether for profit or without charge, except as permitted under this Agreement; (d) modify, disassemble, reverse compile, decompile or reverse engineer the Software or otherwise examine the Software for purposes of reverse engineering; or (e) distribute any serial number or password supplied to You by X-Rite, except as a permanent transfer of single copy of the Software in its registered, fully functional mode to one new owner, as provided in this Agreement.

Copies - Demo Software

. If the Software is a demonstration version of X-Rite software ("Demo Software"), then you may copy and distribute verbatim copies of the Demo Software as you receive it, solely for purposes of demonstration and evaluation, provided that you (i) conspicuously and appropriately publish on each copy an appropriate copyright notice and disclaimer of warranty; (ii) keep intact all the notices that refer to this Agreement and to the absence of any warranty; (iii) distribute the Demo Software's installer complete with all of its support and documentation files; and (iv) give any recipient of the Demo Software a copy of this Agreement and require that each such recipient agree to be bound to the terms and conditions of this Agreement.

Conversion of Demo Software

. If the Software is Demo Software, then You may, by contacting X-Rite and paying a licensing fee, obtain a serial number and authorization to convert the Demo Software to a registered, fully functional version. Conversion of Demo Software by any other means violates the terms of this Agreement. Additional licenses to use the Software by additional concurrent users in its registered, fully functional mode may also be obtained from X-Rite.

Title

. X-Rite reserves all rights not expressly granted to You hereunder. You understand that the license granted herein transfers neither title nor proprietary rights to You with respect to the Software.

Audit

. X-Rite shall have the right, at any time, to audit Your use of the Software to monitor compliance with this Agreement. If the audit is conducted on Your premises, X-Rite shall give You at least ten (10) days’ prior written notice and such audit shall be conducted during Your normal business hours.

Disabling Devices

. YOU ACKNOWLEDGE THAT THE SOFTWARE MAY CONTAIN SOFTWARE PROCEDURES, SOFTWARE CODE OR OTHER MECHANISMS THAT MAY BE AUTOMATICALLY AND/OR REMOTELY ACTUATED TO ENFORCE USE RESTRICTIONS AND THAT MAY DISABLE FUNCTIONALITY OF THE SOFTWARE AND PREVENT ACCESS TO DATA USING THE SOFTWARE, E.G., AT THE END OF ANY EVALUATION PERIOD, IF APPLICABLE, OR UPON VIOLATION OF THE TERMS OF THIS AGREEMENT.

LICENSED PROFILES

As used herein, the term "Profile" refers to data stored in look-up tables for use in characterizing various input, display and output devices.

If the Software licensed to You pursuant to this Agreement includes functionality that supports and/or permits the creation of Profiles, then the license to access and use the Software set forth in this Agreement includes a personal, nonexclusive, nontransferable license to use the Profiles created with the Software ("Licensed Profiles") as set forth below.

1. You may personally use Licensed Profiles in connection with one or more devices, and You may provide Licensed Profiles to one or more third parties to facilitate their interaction with You and Your devices.

2. You may provide Licensed Profiles to one or more third parties in connection with Your profiling services provided Your profiling services involve personalized profile-related customer consultations and are predominantly conducted on-site at a customer location.

3. You may use and provide Licensed Profiles to one or more third parties if You are affiliated with a not-for-profit educational institution, professional association and/or trade association, and Your use of Licensed Profiles directly relates to service to the public for no consideration, and provided further that You and the third party clearly indicate in any material accompanying the Licensed Profile that the Licensed Profile was created using X-Rite Software [name the software].

Notwithstanding the foregoing, in the absence of a further license or distribution agreement with X-Rite, You may not, directly or indirectly, provide a Licensed Profile to a third party: (i) in conjunction with the sale or promotion of an input, display or output device and/or ink or paper if such sale or promotion extends beyond a single customer-specific application, or (ii) in conjunction with profiling services that are offered electronically or online, including through electronic media, email or other network-based communication channels, without significant billable services that involve personalized customer interaction.

To inquire about a license or a distribution agreement please contact us at www.xrite.com/specialEULA <<http://www.xrite.com/specialEULA>>

MULTIPLE ENVIRONMENT SOFTWARE

If the Software contains, or, in connection with the acquisition of the Software contained in a package, You receive, two or more operating environment versions of the Software (e.g., Macintosh® and Windows®), two or more language translation versions of the Software, the same Software on two or more media (e.g., diskettes and a CD-ROM), and/or You otherwise receive two or more copies of the Software, then the total number of concurrent users of all versions of the Software may not exceed the number of concurrent users allowed under the license. You may not rent, lease, sublicense, lend or transfer versions or copies of the Software You do not use, or Software contained on any unused media, except as part of the permanent transfer of all Software and documentation, further described below.

LIMITED WARRANTY

Provided that You received or were provided access to the Software from X-Rite directly, X-Rite warrants, for Your benefit alone, that the Software (excluding Demo Software) will operate in substantial conformance with its then-current documentation for a period of ninety (90) days after receipt and/or initial access. X-Rite’s sole obligation to You, and Your exclusive remedy for breach of this warranty, is for X-Rite to correct or replace, at no charge, any non-conformity of which it receives notice during the warranty period and with respect to which Software is returned to X-Rite with a copy of Your receipt and/or access and use is discontinued due to such non-conformity. This limited warranty is expressly conditioned on Your compliance with the operating procedures and/or access procedures set forth in the Software documentation. X-Rite shall not be obligated to correct, cure, or otherwise remedy any non-conformity or defect in the Software if You have made any changes to, misused, or damaged the Software. Outside the United States, these remedies are not available without proof of purchase from an authorized non-U.S. source.

ALL DEMO SOFTWARE IS PROVIDED TO YOU "AS-IS," WITHOUT ANY WARRANTIES.

DISCLAIMER

EXCEPT FOR THE LIMITED WARRANTY ABOVE, X-RITE DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT WITH REGARD TO THE SOFTWARE, THE ASSOCIATED DOCUMENTATION, AND ANY ACCOMPANYING HARDWARE.

NO LIABILITY FOR CONSEQUENTIAL DAMAGES

IN NO EVENT SHALL X-RITE OR ITS SUPPLIERS BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, SPECIAL, INCIDENTAL, INDIRECT AND CONSEQUENTIAL DAMAGES FOR LOSS OF BUSINESS PROFIT, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF X-RITE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, X-RITE’S ENTIRE LIABILITY UNDER ANY PROVISION OF THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU FOR USE OF AND/OR ACCESS TO THE SOFTWARE. BECAUSE SOME STATES/COUNTRIES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

TRANSFER/LIMITATIONS

This Agreement is your proof of license to exercise the rights granted herein and must be retained by You. You may transfer the Software and accompanying written materials on a permanent basis, provided that You retain no copies and the recipient agrees to the terms of this Agreement. If the Software is an update or has been updated, any transfer must include the most recent update and all prior versions. Warranty and other service entitlements are not transferable. The recipient has no rights to demand these actions of X-Rite or X-Rite’s designated service facilities.

You may charge a fee for the physical act of transferring a copy, and you may at your option offer warranty protection in exchange for a fee, but only with express prior written permission of X-Rite. You may not impose any further restrictions on the recipients' exercise of the rights granted herein.

ENTIRE AGREEMENT

This Agreement contains the entire agreement between You and X-Rite with respect to the Software and Licensed Profiles and supersedes all prior agreements and understandings, oral or written, with respect to such Software and Licensed Profiles.

U.S. GOVERNMENT RESTRICTED RIGHTS

The Software and documentation are provided with RESTRICTED RIGHTS. Use, duplication, or disclosure by the Government is subject to restrictions as set forth in subparagraph (c)(1) and (ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of the Commercial Computer Software - Restricted Rights at 48 CFR 52.227-19, as applicable.

If you acquired this product in the United States, then this Agreement is governed by the laws of the State of Michigan.

Should you have any questions concerning this Agreement, please contact:

X-Rite, Incorporated

4300 44th Street, S.E.

Grand Rapids, MI 49512

Phone (616) 803-2100

Fax (616) 803-2513