LICENSE

PHOTOEDITOR SOFTWARE DEVELOPMENT KIT LICENSE:

THIS LICENSE AGREEMENT DESCRIBES YOUR RIGHTS WITH RESPECT TO THE PHOTOEDITOR
SOFTWARE DEVELOPMENT KIT (SDK) AND ITS COMPONENTS FOR COMMERCIAL USE.

1. GRANT OF LICENSE.
Subject to your ("Licensee") full compliance with all of Terms of this agreement ("Agreement"), 9elements GmbH ("9elements")
grants Licensee a non-exclusive, revocable, nonsublicensable, nontransferable license to download and use the SDK solely to
embed a launchable img.ly application within Licensee's mobile or website application ("App"). Licensee may not install or
use the SDK for any other purpose without 9elements prior written consent.

2. PROHIBITED USES
Licensee may not, without prior written consent from 9elements, redistribute the SDK or Modifications other than by including the SDK or
a portion thereof within the Licensee's own product, which must have substantially different functionality than the SDK or
Modifications and must not allow any third party to use the SDK or Modifications in their own products.
You are explicitly not allowed to redistribute the SDK or Modifications as part of any product that can be described as a photo editor SDK or library.
You are not allowed to redistribute any part of the SDK documentation. You may not change or remove the copyright notice from
any of the files included in the SDK or Modifications. You may not redistribute the SDK on any server which is not directly under Your control.

Licensee shall not use the SDK in connection with or to promote any products, services, or materials that constitute, promote
or are used primarily for the purpose of dealing in: spyware, adware, or other malicious programs or code, counterfeit goods,
unsolicited mass distribution of email ("spam"), multi-level marketing proposals, hate
materials, hacking/surveillance/interception/descrambling equipment, libelous, defamatory, obscene, pornographic, abusive or
otherwise offensive content, prostitution, body parts and bodily fluids, stolen products and items used for theft, fireworks,
explosives, and hazardous materials, government IDs, police items, gambling, professional services regulated by state
licensing regimes, non-transferable items such as airline tickets or event tickets, weapons and accessories.

3. PROPRIETARY RIGHTS.
As between 9elements and Licensee, the SDK and all intellectual property rights in and to the SDK are and shall at all times
remain the sole and exclusive property of 9elements and are protected by applicable intellectual property laws and treaties.
Except for the limited license expressly granted herein, no other license is granted, no other use is permitted and 9elements
(and its licensors) shall retain all right, title and interest in and to the SDK and the 9elements logos.

4. OTHER RESTRICTIONS.
Except as expressly and unambiguously authorized under this Agreement, Licensee may not (i) sell, transfer, assign, or
sublicense; (ii) otherwise use the SDK on behalf of any third party.

5. WARRANTY DISCLAIMER.
The SDK is provided "as is" without warranty of any kind. Except to the extent required by applicable law, 9elements and its
vendors each disclaim all warranties, whether express, implied or statutory, regarding the API, including without limitation
any and all implied warranties of merchantability, accuracy, results of use, reliability, fitness for a particular purpose,
title, interference with quiet enjoyment, and non-infringement of third-party rights. Further, 9elements disclaims any warranty
that licensee's use of the SDK will be uninterrupted or error free.

6. LIABILITY LIMITATION.
Regardless of whether any remedy set forth herein fails of its essential purpose or otherwise, and except for bodily injury,
in no event will 9elements or its vendors, be liable to licensee or to any third party under any tort, contract, negligence,
strict liability or other legal or equitable theory for any lost profits, lost or corrupted data, computer failure or
malfunction, interruption of business, or other special, indirect, incidental or consequential damages of any kind arising
out of the use or inability to use the API, even if 9elements has been advised of the possibility of such loss or damages and
whether or not such loss or damages are foreseeable. Any claim arising out of or relating to this agreement must be brought
within one (1) year after the occurrence of the event giving rise to such claim. In addition, 9elements disclaims all liability
of any kind of 9elements's vendors.

7. INDEMNITY.
Licensee agrees that 9elements shall have no liability whatsoever for any use Licensee makes of the SDK. Licensee shall
indemnify and hold harmless 9elements from any and all claims, damages, liabilities, costs and fees (including reasonable
attorneys' fees) arising from Licensee's use of the SDK.

8. TERMINATION
This License Agreement and the Licensee's right to use the Software and Modifications will terminate immediately without notice
if the Licensee fail to comply with the terms and conditions of this License Agreement. Upon termination, You agree to immediately cease
using and destroy the Software or Modifications, including all accompanying documents.
The provisions of sections 2, 5, 6, 7, 8, 10 and 12 will survive any termination of this License Agreement.

9. VERIFICATION
9elements or a certified auditor acting on 9elements' behalf, may, upon its reasonable request and at its expense,
audit the Licensee with respect to the use of the Software. Such audit may be conducted by mail, electronic means or
through an in-person visit to Your place of business. Any such in-person audit shall be conducted during regular business hours
at The Licensee's facilities and shall not unreasonably interfere with the Licensee's business activities.
We shall not remove, copy, or redistribute any electronic material during the course of an audit. If an audit reveals that the Licensee
is using the Software in a way that is in material violation of the terms of the License Agreement,
then the Licensee shall pay Our reasonable costs of conducting the audit. In the case of a material violation,
the Licensee agrees to pay Us any amounts owing that are attributable to the unauthorized use. In the alternative,
9elements reserves the right, at the sole option, to terminate the licenses for the Software.

10. PAYMENT AND TAXES
If credit has been extended to Licensee by 9elements, all payments under this License Agreement are due
within thirty (30) days of the date 9elements mails an invoice to the Licensee. If 9elements has not extended credit to You,
Licensee shall be required to make payment concurrent with the delivery of the SDK by 9elements.
All amounts payable are gross amounts but exclusive of any value added tax, use tax, sales tax or similar tax.
Licensee shall be entitled to withhold from payments any applicable withholding taxes and comply with all applicable tax and
employment legislation. Each party shall pay all taxes (including, but not limited to, taxes based upon its income) or
levies imposed on it under applicable laws, regulations and tax treaties as a result of this Agreement and
any payments made hereunder (including those required to be withheld or deducted from payments).
Each party shall furnish evidence of such paid taxes as is sufficient to enable the other party to obtain any credits available to it,
including original withholding tax certificates.

11. GOVERNMENT USE
If Licensee is part of an agency, department, or other entity of the United States Government ("Government"), the use,
duplication, reproduction, release, modification, disclosure or transfer of the API are restricted in accordance with the
Federal Acquisition Regulations as applied to civilian agencies and the Defense Federal Acquisition Regulation Supplement as
applied to military agencies. The API are a "commercial item," "commercial computer software" and "commercial computer
software documentation." In accordance with such provisions, any use of the API by the Government shall be governed solely by
the terms of this Agreement.

12. EXPORT CONTROLS
Licensee shall comply with all export laws and restrictions and regulations of the Department of Commerce, the United States
Department of Treasury Office of Foreign Assets Control ("OFAC"), or other United States or foreign agency or authority, and
Licensee shall not export, or allow the export or re-export of the API in violation of any such restrictions, laws or
regulations. By downloading or using the API, Licensee agrees to the foregoing and represents and warrants that Licensee is
not located in, under the control of, or a national or resident of any restricted country.

13. MISCELLANEOUS
The license granted herein applies only to the version of the Software available when purchased in connection with the terms
of this License Agreement. Any previous or subsequent license granted to You for use of the Software shall be governed by the
terms and conditions of the agreement entered in connection with purchase of that version of the Software. You agree that
you will comply with all applicable laws and regulations with respect to the Software, including without limitation all export and
re-export control laws and regulations.

While redistributing the Software or Modifications thereof, You may choose to offer acceptance of support,
warranty, indemnity, or other liability obligations and/or rights consistent with this License Agreement. However,
in accepting such obligations, You may act only on Your own behalf and on Your sole responsibility, not on our behalf.
You agree to indemnify, defend, and hold Us harmless from and against any liability incurred by, or claims asserted against,
Us (i) by reason of Your accepting any such support, warranty, indemnity or additional liability; or (ii) arising out of the use,
reproduction or distribution of Your Application, except to the extent such claim is solely based on the inclusion of the Software therein.

You agree to be identified as a customer of ours and You agree that We may refer to You by name, trade name and trademark,
if applicable, and may briefly describe Your business in our marketing materials and web site.

You may not assign this License Agreement without Our prior written consent, which will not be unreasonably withheld.
This License Agreement will inure to the benefit of Our successors and assigns.

You acknowledge that this License Agreement is complete and is the exclusive representation of our agreement.
No oral or written information given by Us or on our behalf shall create a warranty or collateral contract, or
in any way increase the scope of this License Agreement in any way, and You may not rely on any such oral or written information.
No term or condition contained in any purchase order shall apply unless expressly accepted by Us in writing,

There are no implied licenses or other implied rights granted under this License Agreement, and all rights,
save for those expressly granted hereunder, shall remain with Us and our licensors. In addition,
no licenses or immunities are granted to the combination of the Software and/or Modifications, as applicable,
with any other software or hardware not delivered by Us to You under this License Agreement.

If any provision in this License Agreement shall be determined to be invalid, such provision shall be deemed omitted;
the remainder of this License Agreement shall continue in full force and effect.
If any remedy provided is determined to have failed for its essential purpose, all limitations of liability and exclusions of damages
set forth in this License Agreement shall remain in effect.

This License Agreement may be modified only by a written instrument signed by an authorized representative of each party.