KALEIDOSCOPE LICENSE AGREEMENT

This Agreement is a legal agreement between you (either an individual or legal entity) and Black Pixel LLC, a limited liability company established and existing under the laws of the State of Washington (hereinafter: “Black Pixel”) for the use of the Kaleidoscope application.

The Kaleidoscope application, together with all materials included in or distributed through it (hereinafter collectively: “Kaleidoscope”), is licensed, not sold, to you by Black Pixel. Black Pixel reserves all rights not expressly granted to you within this Agreement.

By downloading, installing, copying or otherwise using all or any portion of Kaleidoscope you agree to be bound by the terms of this Agreement. If you do not agree to this Agreement, do not use Kaleidoscope.

You hereby irrevocably waive, also for the benefit of Black Pixel LLC, a limited liability company established and existing under the laws of the State of Washington, any rights under previous license agreements with Sofa, Sofa B.V. or Black Pixel LLC for Kaleidoscope and unconditionally accept that your license for the use of current and previous copies of the Kaleidoscope software shall be exclusively governed by the terms and conditions of this Agreement.

LICENSE GRANT

Black Pixel may, at its sole discretion, grant you a Demo License, a Commercial License, an App Store License, a Site License, or a Not for Resale (NFR) License.

If you have not purchased or otherwise rightfully obtained a Commercial License, an App Store License, a Site License, or an NFR License for Kaleidoscope, The Demo License Terms (A) are applicable to your use of Kaleidoscope. The Demo License Terms are also applicable to any usage of Kaleidoscope by you that is not covered under any other licenses you may have.

You have obtained a Commercial App Store License if you purchased Kaleidoscope from the Mac App Store, or if you have otherwise legally obtained a copy of Kaleidoscope from the Mac App Store.

The Commercial License Terms (B) are applicable if you have a Commercial License. The App Store License Terms (C) are applicable if you have an App Store License. The Site License Terms (D) are applicable if you have a Site License. The NFR License Terms (E) are applicable if you have an NFR License.

The General Terms (F) are applicable in all cases.

A. DEMO LICENSE TERMS

Black Pixel grants you a non-exclusive, non-transferable license to use Kaleidoscope for time-limited evaluation purposes, only in accordance with the terms and conditions set forth herein. You agree not to transfer, assign, rent, lease, sublicense, or lend Kaleidoscope to any other person or entity, except as expressly provided herein, and that any attempt to do so in any other way shall render the license null and void. Kaleidoscope may be used for a period of 14 calendar days from the first time you run Kaleidoscope. Upon lapse of such trial period all of or part of the functionality of Kaleidoscope will be disabled automatically.

Black Pixel may, at its sole discretion, decide to prolong the trial period and will inform you thereof via www.kaleidoscopeapp.com or by contacting you by email, by phone or in writing. If you wish to use Kaleidoscope after the trial period, you will need to purchase a Commercial License or an App Store License. Black Pixel may extend to you an expiring license key, in which event such a license key will be considered a means to extend the trial period under The Demo License Terms.

Copies of Kaleidoscope that were downloaded from the Mac App Store are incapable of being used under these terms. To use Kaleidoscope under these terms you will need to obtain a copy from the Kaleidoscope website.

B. COMMERCIAL LICENSE TERMS

Black Pixel grants you a non-exclusive license to use Kaleidoscope, only in accordance with the terms and conditions set forth herein. You agree not to transfer, assign, rent, lease, sublicense, or lend Kaleidoscope to any other person or entity, except as expressly provided herein, and that any attempt to do so in any other way shall render the license null and void.

B1. SCOPE

This License grants you the right to activate and use Kaleidoscope on either (a) one computer used by multiple people, or (b) several computers, within reasonable limits, used by one and the same person. Black Pixel may at its sole discretion define and adjust what said reasonable limits amount to. This License does not allow multiple users to use Kaleidoscope on multiple computers.

B2. TRANSFER

You may transfer your Kaleidoscope license rights only once and permanently to another person or legal entity under the conditions that you transfer Kaleidoscope in its entirety, you do not retain a copy of Kaleidoscope or any part thereof yourself and the receiving party reads, agrees with and accepts the terms and conditions of this License Agreement. In some cases, you may need to contact Black Pixel to complete the transfer.

C. APP STORE LICENSE TERMS

Black Pixel grants you a non-exclusive license to use Kaleidoscope, only in accordance with the terms and conditions set forth herein. You agree not to transfer, assign, rent, lease, sublicense, or lend Kaleidoscope to any other person or entity, except as expressly provided herein, and that any attempt to do so in any other way shall render the license null and void.

C1. SCOPE

This License grants you the right to use Kaleidoscope on all Mac Products that are owned and/or controlled by you and as permitted by the Usage Rules set forth in the terms of service applicable to the Mac App Store.

C2. TRANSFER

You may not transfer your Kaleidoscope license rights to another person or legal entity.

C3. THIRD PARTY RIGHTS

Apple, Inc. and/or its subsidiaries (hereinafter, collectively: “Apple”) are not responsible for Kaleidoscope in any form or matter. This limitation of responsibility includes but is not limited to: the content of Kaleidoscope, the furnishing of any maintenance and support services; any warranties whether express or implied by law; any claims, losses, liabilities, damages, costs or expenses pertaining to any such warranties; any action, settlement or discharge pertaining to any intellectual property infringement claims pertaining to Kaleidoscope.

C4. THIRD PARTY MEDIATION

In the event Kaleidoscope fails in any way to conform to any applicable warranty, whether express or implied by law, you may notify Apple, and Apple will refund the purchase price for Kaleidoscope to you. Apple is a third party beneficiary to this Agreement. Upon your acceptance of this Agreement, Apple will have the right to enforce it as in said role.

D. SITE LICENSE TERMS

Black Pixel grants you a non-exclusive license to use Kaleidoscope, only in accordance with the terms and conditions set forth herein. You agree not to transfer, assign, rent, lease, sublicense, or lend Kaleidoscope to any other person or entity, except as expressly provided herein, and that any attempt to do so in any other way shall render the license null and void.

D1. SCOPE

This License does not allow Kaleidoscope to be activated and used on computers that are not either a) owned by you, b) owned by any fully owned subsidiary of you, c) owned by or operated primarily by your employees or employees of any fully owned subsidiary of you. This License furthermore does not allow the use of Kaleidoscope other than for business purposes of your company.

Unless otherwise specified, any Site License you acquire from Black Pixel is valid only for usage at the business locations listed on your sales order.

To complete Online Activation, additional communication by email or through other channels between you and/or your employees and Black Pixel may be needed.

D2. TRANSFER

You may not transfer your Kaleidoscope Site License to another person or legal entity unless Black Pixel, at its sole discretion, grants you the right to perform such a transfer. To request a transfer of your Site License you will have to contact Black Pixel in writing with details pertaining to said desired transfer, including the name and contact details of the other person or legal entity you wish to transfer your Site License to. Black Pixel will respond in writing and in a timely manner to communicate its decision regarding said transfer. Any decision communicated to you by Black Pixel regarding such a requested transfer will be considered final and indisputable. Black Pixel may contact you a) by email, b) in writing or c) by telephone to request additional details regarding said desired transfer if it deems obtaining more information necessary to come to a decision.

When a requested transfer of your Site License is granted, you may transfer your Kaleidoscope license rights only once and permanently to another person or legal entity under the conditions that you transfer Kaleidoscope in its entirety, you do not retain a copy of Kaleidoscope or any part thereof yourself and the receiving party reads, agrees with and accepts the terms and conditions of this License Agreement, and the other person or legal entity is the same party that Black Pixel has granted you the right to transfer your license rights to.

E. NFR LICENSE TERMS

Black Pixel grants you a non-exclusive, non-transferable license to use Kaleidoscope for evaluation, promotional and/or review purposes, only in accordance with the terms and conditions set forth herein. You agree not to transfer, assign, rent, lease, sublicense, or lend Kaleidoscope to any other person or entity, except as expressly provided herein, and that any attempt to do so in any other way shall render the NFR License null and void. If you wish to use Kaleidoscope for other than the stated purposes, you need to purchase a Commercial License to use Kaleidoscope. Black Pixel may, at its sole discretion, decide to extend your allowed usage of Kaleidoscope beyond the stated uses and will inform you thereof via www.kaleidoscopeapp.com or by contacting you by email, by phone or in writing.

E1. SCOPE

This License grants you the right to activate and use Kaleidoscope on either (a) one computer used by multiple people, or (b) several computers, within reasonable limits, used by one and the same person. Black Pixel may at its sole discretion define and adjust what said reasonable limits amount to. This License does not allow multiple users to use Kaleidoscope on multiple computers.

E2. TRANSFER

You may not transfer your Kaleidoscope license rights to another person or legal entity. If you know of anyone else who should obtain an NFR License for Kaleidoscope, please contact Black Pixel through the applicable sections of www.kaleidoscopeapp.com.

F. GENERAL TERMS

F1. COPYRIGHT AND RESTRICTIONS

Copyright and other intellectual, industrial and/or proprietary rights to Kaleidoscope and to any whole or partial copies that you make are owned by Black Pixel or its licensors. You agree not to modify, adapt, translate, reverse engineer, decompile, disassemble, or otherwise attempt to reveal the inner workings or modify the functionality of Kaleidoscope except where explicitly allowed in the terms of this Agreement. You agree not to remove any label indicating that Kaleidoscope is the subject of copyright and other intellectual, industrial or proprietary rights of Black Pixel and/or third parties. You may not redistribute Kaleidoscope or any part thereof. You agree not to purchase Kaleidoscope licenses for the purpose of reselling and/or distributing them, unless prior written agreement from Black Pixel is granted.

F2. LIMITATION OF LICENSE VALIDITY

Any License to use Kaleidoscope granted to you under this Agreement is limited to the current major release of Kaleidoscope exclusively. Black Pixel will at its sole discretion decide when a version of Kaleidoscope will be considered a new major release. Black Pixel reserves the right to change the terms of this agreement in any future major or minor release of Kaleidoscope.

F3. ADDITIONAL SERVICES

Fees may apply for additional services and products offered by Black Pixel and others, including, but not limited to, services that integrate with Kaleidoscope or extend the functionality of Kaleidoscope.

F4. WARRANTIES

Black Pixel does not warrant that Kaleidoscope operates on the computer you intend Kaleidoscope to be used on and you shall be solely responsible for obtaining a computer compatible with Kaleidoscope. Black Pixel is providing you Kaleidoscope on an ‘as-is’ basis without warranty of any kind. Black Pixel does not and cannot warrant the performance or results you may obtain using Kaleidoscope, or that Kaleidoscope operates error free.

F5. HEALTH WARNING

If you or anyone in your family has experienced symptoms linked to an epileptic condition (e.g. a seizure or loss of awareness), immediately consult your physician before using Kaleidoscope. If you experience dizziness, altered vision, eye or muscle twitching, involuntary movements, loss of awareness, disorientation, and/or convulsions, stop using Kaleidoscope immediately and consult your physician.

F6. LIMITATION OF LIABILITY

To the maximum extent permitted by applicable law, Black Pixel is not liable to you or to any third party for any damages, either direct, indirect, incidental, consequential or otherwise – including in each case, but not limited to damages rising from inability to use Kaleidoscope or access data, loss of data, loss of business, loss of profits, business interruptions or the like – arising out of the use or inability to use Kaleidoscope even if Black Pixel has been advised of the possibility of such damages. Notwithstanding the above, or anything else contained in this Agreement, neither party’s liability for death or personal injury resulting from its own negligence shall be limited. Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to you.

F7. INFRINGEMENT

If Kaleidoscope is, or in Black Pixel's opinion is likely to become, the subject of a claim of infringement, Black Pixel shall have the right, without obligation and at its sole discretion, to: (i) procure for you the right to continue to use Kaleidoscope; (ii) replace or modify Kaleidoscope In such a way as to make the modified Kaleidoscope non-infringing; or (iii) terminate this Agreement. The foregoing states Black Pixel's and its subsidiaries entire liability and obligation to you and your sole remedy with respect to any actual or alleged infringement of intellectual property rights of any kind.

F8. TECHNICAL AND RELATED INFORMATION

Black Pixel and its subsidiaries may collect and use technical and related information, including but not limited to technical information concerning your computer, system and application software. Black Pixel does not collect (a) any information that identifies your work, (b) any file names or file contents of anything you work on using Kaleidoscope. Black Pixel and its subsidiaries are free to use the collected information in any form that does not personally identify you.

F9. PERSONAL INFORMATION

This article is not applicable under the App Store License terms.

Black Pixel may render this License Agreement null and void if it finds that the personal information you submitted during online activation or when buying Kaleidoscope is incorrect, inaccurate or outdated. It is your sole responsibility to keep Black Pixel informed of any changes in your personal information. To do so, contact Black Pixel through the appropriate sections of www.kaleidoscopeapp.com or, where possible, from within Kaleidoscope itself. Black Pixel may require you to verify any changes to personal information.

Black Pixel may use your personal information to validate your personal license rights, to contact you with information related to Kaleidoscope and, if you acquired your Kaleidoscope license through a reseller, to communicate with said reseller regarding your purchase. Black Pixel may share your information with its licensors within reason.

F10. PRIVACY

Black Pixel will not sell or in any way license usage of your personal information to third parties.

F11. ONLINE ACTIVATION

This article is not applicable under the App Store License terms.

The Kaleidoscope Software requires online activation in order to use it under the Commercial, Site and/or NFR License Terms. If you do not activate your copy of Kaleidoscope, all of or part of the functionality of your copy of Kaleidoscope will disable automatically 30 days after you first run it. Black Pixel may at its sole discretion decide to adjust the exact technical conditions under which unactivated Kaleidoscope copies cease to work.

You are required to submit personal information during online activation. You need an active, functional internet connection to activate your copy of Kaleidoscope. Your licensed use of Kaleidoscope is bound to the computer(s) you used to complete activation. You may need to reactivate your copy of Kaleidoscope after replacing the logic board or otherwise changing the hardware configuration of your computer. You may need to contact Black Pixel to complete reactivation.

F12. THIRD PARTY SOFTWARE LICENSES

Kaleidoscope may make use of third party software. Notwithstanding the foregoing, use of some third party materials included in Kaleidoscope Software may be subject to other terms and conditions. The official copyright notices and specific license conditions of this third party software are to be found are to be found via the “About” window of Kaleidoscope or can be emailed to you upon request. You hereby agree to the terms and conditions for such third party software.

F13. TERM AND TERMINATION

This Agreement is effective until terminated. Without prejudice to any other rights, Black Pixel may immediately terminate this Agreement if you fail to comply with any of the terms and conditions set out in this Agreement. In such event you must cease all use of Kaleidoscope and delete all copies of Kaleidoscope that are in your possession.

F14. ENTIRE AGREEMENT

Your delivery and payment conditions or any other general or special conditions shall not apply. This Agreement is the entire agreement between you and Black Pixel relating to Kaleidoscope and supersedes all prior oral or written communications and representation with respect to Kaleidoscope or any other subject matter covered by this Agreement.

F15. SEVERANCE

If any of the provisions of this Agreement is held to be void, unenforceable or illegal, the other provisions shall continue in full force and effect. The affected provision will be construed as limited to the extent necessary to be consistent with and fully enforceable under the applicable law.

F16. EXPORT CONTROLS

You agree not to export, reexport or use Kaleidoscope except as explicitly authorized by United States law and the laws of the jurisdiction in which you obtained your Kaleidoscope license. If you purchased or use Kaleidoscope in the United States, you may not export or re-export Kaleidoscope to any U.S. embargoed country or to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or U.S. Department of Commerce’s Denied Persons List or Entity List. By using Kaleidoscope, you represent and warrant that you are not located in any such country or on any such list. You also agree that you will not use Kaleidoscope for any purposes prohibited by United States law, including without limitation, the development, design, manufacture or production of nuclear missiles or chemical or biological weapons.

F17. U.S. GOVERNMENT END USERS

Kaleidoscope is being licensed to U.S. Government end users only as Commercial Computer Software, and with only the exact same rights granted to all other end users in the terms and conditions of this Agreement. All unpublished rights are reserved under the Copyright laws of the United States, and International copyright treaties and other relevant agreements.

F18. APPLICABLE LAW

This Agreement is governed by United States law or at Black Pixel’s sole discretion the law of any court which may have jurisdiction. This License shall not be governed by the UN Convention on contracts for the international sale of goods. You agree that Black Pixel, at its sole discretion, may elect to bring legal action regarding any dispute arising from or in connection with this Agreement before the courts of Washington, the United States, or in any court in any country which may have jurisdiction and you herewith irrevocably and unconditionally submit to the exclusive jurisdiction of the courts chosen by Black Pixel.

F19. QUESTIONS

If you have any questions concerning this Agreement, or questions, complaints or claims regarding Kaleidoscope, please contact Black Pixel through the appropriate sections of www.kaleidoscopeapp.com.