END-USER LICENSE AGREEMENT FOR PROPHOTO

NOTICE TO USER:

PLEASE READ THE TERMS AND CONDITIONS OF THIS END-USER LICENSE AGREEMENT
CAREFULLY BEFORE CONTINUING WITH INSTALLATION OF PROPHOTO.  BY CLICKING
ON THE “ACCEPT” BUTTON, OPENING THE ZIP FILE, COPYING, INSTALLING OR USING
ANY PORTION OF PROPHOTO, YOU ACCEPT ALL THE TERMS AND CONDITIONS OF THIS
AGREEMENT.  THIS AGREEMENT IS ENFORCEABLE AGAINST YOU AND ANY LEGAL ENTITY
THAT OBTAINED PROPHOTO ON WHOSE BEHALF IT WAS USED.  IF YOU DO NOT AGREE
TO THE TERMS OF THIS AGREEMENT, DO NOT USE PROPHOTO.

This End-User License Agreement (the "EULA") is a legal agreement between
you (either an individual or an entity) and DownShift, LLC. ("DownShift") for
ProPhoto which includes associated software components, media, printed
materials, and "online" or electronic documentation (collectively referred
to as "ProPhoto").

1. GRANT OF LICENSE.

DownShift, Inc. grants you a non-exclusive license to download, install,
and use ProPhoto consistent with the express terms and conditions of the
EULA.  This includes the right to install and use two copies of ProPhoto
and to make a reasonable number of copies of ProPhoto for backup and
archival purposes.

2. DESCRIPTION OF OTHER RIGHTS AND LIMITATIONS.

(a) Support Services.  DownShift may provide you with support services
related to ProPhoto (collectively referred to as "Support Services"). Any
supplemental software code provided to you as part of the Support Services
shall be considered part of ProPhoto and subject to the terms and conditions
of this EULA.

(b) Footer credit links.  Except as otherwise provided, you shall not remove
or alter any footer credit links on your installation or use of ProPhoto.
Removal or altering of the footer credit links will void all customer support,
future upgrades, and may constitute a material breach of this EULA.
Notwithstanding, if you have purchased the non-branded version of ProPhoto,
you may remove or alter the footer credit links.

(c) Unauthorized Use.  You shall not modify, copy, duplicate, make derivative
works, distribute, sell, rent, lease, lend, assign, convey, license, or
sublicense ProPhoto or any of its individual files or authorize any portion of
ProPhoto to be copied onto another individual or entity computer except as is
expressly permitted under this EULA.

(d) Prohibition on Reverse Engineering, Decompilation, and Disassembly. You
shall not reverse engineer, decompile, or disassemble ProPhoto, except and only
to the extent that such activity is expressly permitted by tutorials and
documentation for ProPhoto as found on the website: https://pro.photo

(e) Prohibited Use.  You shall not use ProPhoto for any of the following purposes:
	(i)	  any use that appeals to the prurient interest (as defined below) and as
	      determined by the DownShift in its sole and complete discretion;
	(ii)  any use that lacks serious literary, artistic, political, or scientific
	      value as determined by DownShift in its sole and complete discretion; or
	(iii) any use that describes sexual conduct in a patently offensive way as
	      determined by the DownShift in its sole and complete discretion.
Prurient interest means a shameful, morbid interest in nudity, sex, or excretion.

(f) Compliance with Applicable Laws.  You agree to comply with all applicable
laws regarding use of ProPhoto.

3.  OTHER LICENSING RIGHTS.

The parties acknowledge that some aspects of source code that is licensed under
the GNU General Public License, Version 2 (the "GPL") has been incorporated into
files that are part of ProPhoto.  You acknowledge that DownShift has complied in
all respects with the terms and conditions of the GPL, including but not limited
to providing you with machine/readable source code of ProPhoto.  As a condition
of your acceptance of the EULA, you further acknowledge: ProPhoto is a separate
and independent work from any program governed by the GPL; DownShift has a
copyrightable interest in ProPhoto; it is not a derivative work of any program or
work under the GPL; and ProPhoto is not otherwise subject to the terms and
conditions of the GPL.

4. TERMINATION.

DownShift may terminate this EULA at its sole discretion if you fail to comply with
the terms and conditions of this EULA. In such event, you must destroy all copies
of ProPhoto in your possession.

5.  INTELLECTUAL PROPERTY.

All title, including but not limited to copyrights, in and to ProPhoto and any
copies thereof are owned by DownShift. All title and intellectual property rights
in and to the content which may be accessed through use of ProPhoto is the
property of the respective content owner and may be protected by applicable
copyright or other intellectual property laws and treaties. Except as otherwise
provided, this EULA grants you no rights to use such content. All rights not
expressly granted are reserved by DownShift, Inc.

6. NO WARRANTIES.

DOWNSHIFT EXPRESSLY DISCLAIMS ANY WARRANTIES FOR PROPHOTO. PROPHOTO IS PROVIDED
AS IS, WITHOUT FAULTS OF ANY KIND, WITHOUT ANY EXPRESS OR IMPLIED WARRANTY THAT
EXIST BY STATUTE, COMMON LAW, CUSTOM, USAGE, OR OTHERWISE AS TO ANY MATTER,
INCLUDING, BUT NOT LIMITED TO PERFORMANCE, SECURITY, NON-INFRINGMENT OR THIRD
PARTY RIGHTS, INTEGRAION, MERCHANTIBILITY, QUIET ENJOYMENT, SATISFACTORY QUALITY
OR FITNESS OR A PARTICULAR PURPOSE. DOWNSHIFT DOES NOT WARRANT OR ASSUME
RESPONSIBILITY FOR THE ACCURACY OR COMPLETENESS OF ANY INFORMATION, TEXT, GRAPHICS,
LINKS OR OTHER ITEMS CONTAINED WITHIN PROPHOTO. DOWNSHIFT, INC. FURTHER EXPRESSLY
DISCLAIMS ANY WARRANTY OR REPRESENTATION TO YOU OR TO ANY THIRD PARTY.  THE
PROVISIONS OF THIS PARAGRAPH WILL SURVIVE THE TERMINATION OF THE EULA, BUT THIS
WILL NOT IMPLY OR CREATE ANY CONTINUED RIGHT TO USE PROPHOTO AFTER TERMINATION
OF THE EULA.

7. LIMITATION OF LIABILITY.

IN NO EVENT SHALL DOWNSHIFT BE LIABLE FOR ANY LOSS, CLAIM, DAMAGES, OR COST
(INCLUDING, WITHOUT LIMITATION, LOST PROFITS, BUSINESS INTERRUPTION, CONSEQUENTIAL,
INDIRECT, OR INCIDENTAL DAMAGES, OR LOST INFORMATION) ARISING OUT OR RELATED TO OF
THE USE OF OR INABILITY TO USE PROPHOTO, EVEN IF DOWNSHIFT HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL DOWNSHIFT BE LIABLE FOR LOSS OF DATA
OR FOR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL (INCLUDING LOST PROFIT), OR
OTHER DAMAGES BASED IN CONTRACT, TORT OR OTHERWISE. DOWNSHIFT SHALL HAVE NO LIABILITY
WITH RESPECT TO THE CONTENT OF PROPHOTO OR ANY PART THEREOF, INCLUDING BUT NOT
LIMITED TO ERRORS OR OMISSIONS CONTAINED THEREIN, LIBEL, INFRINGEMENTS OF RIGHTS OF
PUBLICITY, PRIVACY, TRADEMARK RIGHTS, BUSINESS INTERRUPTION, PERSONAL INJURY, LOSS
OF PRIVACY, MORAL RIGHTS OR THE DISCLOSURE OF CONFIDENTIAL INFORMATION.  THE FOREGOING
EXCLUSIONS APPLY TO THE EXTENT PERMITTED BY APPLICABLE LAW IN YOUR JURISDICTION.
DOWNSHIFT'S AGGREGATE LIABILITY UNDER OR IN CONNECTION WITH THE EULA WILL BE LIMITED TO
THE AMOUNT PAID FOR PROPHOTO, IF ANY.  THIS LIMITATION WILL APPLY EVEN IN THE EVENT OF
A FUNDAMENTAL OR MATERIAL BREACH OF THIS EULA.

8.  INDEMNIFICATION.

You agree to indemnify, hold harmless and defend DownShift, Inc., its shareholders,
directors, officers, employees, and agents from and against any loss, damage, claims
or lawsuits, including reasonable attorneys fees and costs that arise or result from
the use of ProPhoto.

9.  MISCELLANEOUS.

The EULA represents the entire agreement between the parties and it supersedes any
prior or contemporaneous representation, proposal, understanding, or agreement.  This
EULA is governed by and construed in accordance with the substantive law in force in
the State of Michigan regardless of where ProPhoto  is purchased, downloaded, or
installed.  In resolving any dispute relating or arising out of this EULA, you consent
to exclusive jurisdiction in the Federal Court for the Western District of Michigan.
This EULA will not be governed by the conflict of law rules of any jurisdiction in the
United Nation Convention on Contracts for the International Sale of Goods, the application
of which is expressly excluded.  If any part of this EULA is found void and unenforceable,
it will not affect the validity of the balance of this Agreement which will remain
valid and enforceable according to its terms and conditions.  This EULA may only be
modified in a writing signed by an authorized officer of DownShift.  You agree that
ProPhoto will not be shipped, transferred or exported into another country or used in
any manner prohibited by the United States Export Administration Act or any other
export laws, restrictions or regulations (collectively the "Export Laws").  In addition,
if ProPhoto is identified as an export controlled item under the Export Laws, you
represent and warrant that you are not a citizen of, or located within, any embargoed
or otherwise restricted nation and that you are not otherwise prohibited under the
Export Laws from receiving ProPhoto .  All rights to use ProPhoto are granted on
condition that such rights are forfeited if you fail to comply with the terms of
this EULA.
