ResizeKit2 License Agreement
IMPORTANT- READ CAREFULLY BEFORE INSTALLING THE SOFTWARE.
This License Agreement (this "AGREEMENT") contains the terms and conditions regarding your use ofthe SOFTWARE (as defined below) and material limitations to your rights in that regard. You should
read this AGREEMENT carefully.
By installing the ResizeKit2 software (hereinafter the "SOFTWARE"), you are accepting the following
AGREEMENT.
I. THIS AGREEMENT.
1. Software Covered by this AGREEMENT.
This AGREEMENT governs your use of the Newtone Corporation ("Newtone") SOFTWARE enclosed
either as part of a SOFTWARE installer or otherwise accompanied herewith. The term "SOFTWARE"
includes, to the extent provided by Newtone: 1) any revisions, updates and/or upgrades thereto; 2)
any data, image or executable files, databases, data engines, computer software, or similar items
customarily used or distributed with computer software products; 3) anything in any form
whatsoever intended to be used with or in conjunction with the SOFTWARE; and 4) any associatedmedia, documentation (including physical, electronic and online) and printed materials (the"Documentation").
2. This AGREEMENT is a legal agreement between you and Newtone.
If you are acting as an agent of a company or another legal person, such as an officer or other
employee acting for your employer, then "you" and "your" mean your principal, the entity or otherlegal person for whom you are acting. However, importantly, even if you are acting as an agent foranother, you may still be personally liable for violation of laws such as copyright infringement.
This AGREEMENT is a legal agreement between you and Newtone. You intend to be legally bound to
this AGREEMENT to the same extent as if Newtone and you physically signed this AGREEMENT. By
installing, copying, or otherwise using the SOFTWARE, you agree to be bound by the terms andconditions contained in this AGREEMENT. If you do not agree to all of the terms and conditions
contained in this AGREEMENT, you may not install or use the SOFTWARE. If you have alreadyinstalled or begun to install the SOFTWARE you should cancel any install in progress and uninstall theSOFTWARE. If you do not agree to all of these terms and conditions, then you must promptly returnthe uninstalled SOFTWARE to the place from which you purchased it in accordance with the return
policies of that place.
II. YOUR LICENSE TO DEVELOP AND TO DISTRIBUTE.
Detailed below, this AGREEMENT pertains to these licenses: 1) a license to use the SOFTWARE todevelop other software products (the "Developer License"); and 2) a license to use and/or distributethe Developed Software (the "Runtime Distribution License"); All of these licenses (individually andcollectively, the "Licenses") are explained and defined in more detail below.
1. Definitions. Terms and their respective meanings as used in this AGREEMENT:"Developer" means a person using the SOFTWARE in accordance with the terms and conditions of
this AGREEMENT.

"Developed Software" means those computer software products that are developed by or throughthe use of the SOFTWARE. "Redistributable Files" means the SOFTWARE files or other portions of theSOFTWARE that are provided by Newtone and are identified as such in the Documentation for
distribution by you with the Developed Software. "Developer" means a person using the SOFTWAREin accordance with the terms and conditions of this AGREEMENT.
"PC" is a computer on which the SOFTWARE is installed.
"seat" is the use of one licensed copy of the SOFTWARE on one PC by one concurrent Developer.
2. Your Developer License.
You are hereby granted a limited, royalty-free, non-exclusive right to use the SOFTWARE to design,develop, and test Developed Software, on the express condition that, and only for so long as, you
fully comply with all terms and conditions of this AGREEMENT.
The SOFTWARE is licensed to you on a per Developer License basis.
The Single Developer License means that one Developer may install the SOFTWARE for use indesigning, testing and creating Developed Software on one computer with a single set of input
devices, restricting the use of the SOFTWARE to a maximum of one user. Conversely, you may notinstall or use the SOFTWARE on a computer that is a network server or a computer at which theSOFTWARE is used by more than one Developer. You may not network the SOFTWARE or any
component part of it, where it is or may be used by more than one Developer unless you purchasean additional Developer License for each Developer. You must purchase another separate license tothe SOFTWARE in order to add additional developer seats if the additional developers are accessing
the SOFTWARE on a computer network.
In all cases, you may not use Newtone's name, logo, or trademarks to market your Developed
Software without the express written consent of Newtone; agree to indemnify, hold harmless, anddefend Newtone, its suppliers and resellers, from and against any claims or lawsuits, including
lawyer's fees that may arise from the use or distribution of your Developed Software; you may use
the SOFTWARE only to create Developed Software that is significantly different than the SOFTWARE.
3. Your Runtime Distribution License.
License to Distribute Developed Software. Subject to the terms and conditions in this AGREEMENT,
you are granted the license to use and to distribute Developed Software on a royalty-free basis,
provided that the Developed Software incorporates the SOFTWARE as an integral part of theDeveloped Software in machine language compiled format (customarily an ".exe", or ".dll", etc.). You
may not distribute, bundle, wrap or subclass the SOFTWARE as Developed Software which, whenused in a "designtime" development environment, exposes the programmatic interface of theSOFTWARE. You may distribute, on a royalty-free basis, Redistributable Files with DevelopedSoftware only.
4. License Serial Number.
Upon purchase of the SOFTWARE a unique serial number (the "Serial Number") is provided by
Newtone either electronically or via the delivery channel. The Serial number provides a means toRegister the SOFTWARE. The Serial Number is subject to the restrictions set forth in this AGREEMENT
and may not be disclosed or distributed either with your Developed Software or in any other way.
The disclosure or distribution of the Serial Number shall constitute a breach of this AGREEMENT, theeffect of which shall be the automatic termination and revocation of all the rights granted herein.

5. Updates/Upgrades.
Subject to the terms and conditions of this AGREEMENT, the Licenses are perpetual. Updates, bug
fixes and upgrades to the SOFTWARE may be provided by Newtone at their discretion at timely
intervals though Newtone does not commit to providing such updates or upgrades, and, if so
provided by Newtone, are provided upon the terms and conditions offered at that time by Newtone.
6. Evaluation, Trial, or Beta Copy.
If you are using an "evaluation copy", a "trial" copy, a "Beta" copy, or similar version of theSOFTWARE, specifically designated as such by Newtone on its website or otherwise, then theLicenses are limited as follows: a) you are granted a license to use the SOFTWARE for a trial period(the "Evaluation Period"); b) upon completion of the Evaluation Period, you shall either i) delete theSOFTWARE from the computer containing the installation, or you may ii) contact Newtone or one of
its authorized dealers to purchase a license of the SOFTWARE, which is subject to the terms andlimitations contained herein. The "evaluation copy", "trial" copy, "Beta" copy, or similar version of
the SOFTWARE is for evaluation purposes only and may not be used to created any Developed
Software and if created may not be distributed or used for any purpose including commericialpurposes.
III. INTELLECTUAL PROPERTY.
1. Copyright.
You agree that all right, title, and interest in and to the SOFTWARE (including, but not limited to, any
images, photographs, code examples and text incorporated into the SOFTWARE), and any copies of
the SOFTWARE, and any copyrights and other intellectual properties therein or related thereto areowned exclusively by Newtone, except to the limited extent that Newtone may be the rightful license
holder of certain third-party technologies incorporated into the SOFTWARE. The SOFTWARE isprotected by copyright laws and international treaty provisions. The SOFTWARE is licensed to you,not sold to you. Newtone reserves all rights not otherwise expressly and specifically granted to you inthis AGREEMENT.
2. Backups.
You may make one copy the SOFTWARE solely for backup or archival purposes.
3. General Limitations.
You may not reverse engineer, decompile, or disassemble the SOFTWARE.
4. Software Transfers.
You may not rent or lease the SOFTWARE. You may transfer the SOFTWARE to another computer,provided that it is completely removed from the computer from which it was transferred. You may
permanently transfer all of your rights under the AGREEMENT, provided that you obtain expressed
written permission from Newtone and that you retain no copies, that you transfer all the SOFTWARE(including all component parts, the media and printed materials, any dates, upgrades, thisAGREEMENT and, if applicable, the Certificate of Authenticity), and that the recipient agrees to theterms and conditions of this AGREEMENT as provided herein. Newtone must be notified in writing
prior to the license transfers where the company of the recipient is different to that of the original
licensee. If the SOFTWARE is an update or upgrade, any transfer must include all prior versions of theSOFTWARE.

5. Termination.
Without prejudice to any other rights it may have, Newtone may terminate this AGREEMENT and theLicenses if you fail to comply with the terms and conditions contained herein. In such an event, youmust destroy all copies of the SOFTWARE and all of its component parts.
IV. DISCLAIMER and WARRANTIES
1. Disclaimer
Newtone's entire liability and your exclusive remedy under this AGREEMENT shall be, at Newtone's
sole option, either (a) return of the price paid for the SOFTWARE; (b) repair the SOFTWARE throughupdates distributed online. Newtone cannot and does not guarantee that any functions contained in
the Software will meet your requirements, or that its operations will be error free. The entire risk as
to the Software performance or quality, or both, is solely with the user and not Newtone. You
assume responsibility for the selection of the component to achieve your intended results, and forthe installation, use, and results obtained from the SOFTWARE.
2. Warranty.
Newtone makes no warranty, to the maximum extent permitted by law, either implied or expressed,
including with-out limitation any warranty with respect to this Software documented here, itsquality, performance, or fitness for a particular purpose. In no event shall Newtone be liable to you
for damages, whether direct or indirect, incidental, special, or consequential arising out the use of or
any defect in the Software, even if Newtone has been advised of the possibility of such damages, orfor any claim by any other party. All other warranties of any kind, either express or implied, including
but not limited to the implied warranties of merchantability and fitness for a particular purpose, areexpressly excluded.
V. MISCELLANEOUS.
1. This is the Entire Agreement.
This AGREEMENT (including any addendum or amendment to this AGREEMENT included with theSOFTWARE) is the final, complete and exclusive statement of the entire agreement between you andNewtone relating to the SOFTWARE. This AGREEMENT supersedes any prior and contemporaneous
proposals, purchase orders, advertisements, and all other communications in relation to the subject
matter of this AGREEMENT, whether oral or written. No terms or conditions, other than thosecontained in this AGREEMENT, and no other understanding or agreement which in any way modifies
these terms and conditions, shall be binding upon the parties unless entered into in writing executed
between the parties, or by other non-oral manner of agreement whereby the parties objectively anddefinitively act in a manner to be bound (such as by continuing with an installation of the SOFTWARE,"clicking-through" a questionnaire, etc.) Employees, agents and other representatives of Newtone
are not permitted to orally modify this AGREEMENT.
2. You Indemnify Newtone.
You agree to indemnify, hold harmless, and defend Newtone and its suppliers and resellers from andagainst any and all claims or lawsuits, including attorney's fees, that arise or result from thisAGREEMENT.
3. Interpretation of this AGREEMENT.

If for any reason a court of competent jurisdiction finds any provision of this AGREEMENT, or any
portion thereof, to be unenforceable, that provision of this AGREEMENT will be enforced to themaximum extent permissible so as to effect the intent of the parties, and the remainder of thisAGREEMENT will continue in full force and effect. Formatives of defined terms shall have the same
meaning of the defined term. Failure by either party to enforce any provision of this AGREEMENT will
not be deemed a waiver of future enforcement of that or any other provision. Except as otherwiserequired or superseded by law, this AGREEMENT is governed by the laws of JAPAN. If the SOFTWARE
was acquired outside of JAPAN, then local law may apply.