IMPORTANT NOTICE

This package includes one or more diskette(s), CD-ROM(s), and/or DVD(s) containing copies of OnColor Cloud Client software programs and documentation relating thereto, and an associated dongle.

You should carefully read the following terms and conditions before accepting this License Agreement, and installing and using this Software (as defined below). This License Agreement ("Agreement") is a legal agreement between You and Agfa Graphics NV, Septestraat 27, B-2640 Mortsel, Belgium \ New ProImage Ltd., Poleg Industrial Park, 4 Hagavish St., Netanya P.O. Box 8764, Israel, 42507, ("AGFA-PI"), and describes the terms and conditions pursuant to which AGFA-PI shall license to You this Software, provided however that in the event a hardcopy license agreement with respect to the Software is signed by or on behalf of both You and AGFA-PI whose terms vary from this Agreement, then such signed hardcopy license agreement shall govern Your Use of the Software. In this License Agreement "You" means, and "Your" refers to, the corporation or other entity that obtains the Software and enters into this Agreement, including both the reader and any corporate licensee.

BY INSTALLING, COPYING OR OTHERWISE USING THE SOFTWARE, YOU ACCEPT, AND AGREE TO BE BOUND BY, THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT. IF YOU DO NOT AGREE WITH THESE TERMS, DO NOT INSTALL, COPY OR OTHERWISE USE THE SOFTWARE, AND YOU MAY RETURN THE SOFTWARE, WITH PROOF OF PAYMENT, FOR A FULL REFUND TO THE PLACE OF PURCHASE WITHIN THIRTY (30) DAYS OF THE PURCHASE DATE.

You are licensed to use the Software on the following terms and conditions:

1.1 "AGFA-PI order form" means the electronic or hard copy order form by which You have ordered the Software.

1.2 "Authorised Users" means the number of users who concurrently may have access to the Software at any one time, as specified in the AGFA-PI order form that is incorporated and made part of this Agreement by reference.

1.3 "Confidential Information" means this Agreement, including all of its terms, and all its amendments and addenda, all Software listings, Documentation, information, data, tests, specifications, trade secrets, object code and machine-readable copies of the Software, and any other proprietary information supplied to You by AGFA-PI, or by You to AGFA-PI and clearly marked as "confidential information", including all items defined as "confidential information" in any other agreement between You and AGFA-PI executed prior to the date of this Agreement.

1.4 "Designated Output Device" means an Output Device that has been designated by You to be managed by the Software.

1.5 "Documentation" means any instruction manuals, operating instructions, user manuals, online help, tutorials and specifications provided by AGFA-PI which describe the use of the Software and which either accompany the Software or are provided to You at any time.

1.6 "Dongle" means a small hardware device that connects to a computer and acts as an authentication key for the licensed Software.

1.7 "Effective Date" means the date on which You have accepted to be bound by the terms of this Agreement by installing, copying or otherwise using the Software.

1.8 "Font Programs" means the digitally encoded, machine readable outline programs for certain typefaces.

1.9 "Modules" means the modules elected by You as being part of the Software, as listed in the AGFA-PI order form that is incorporated and made part of this Agreement by reference.

1.10 "Output Device" means a device that is capable of outputting logical pages, such as, without limitation, a platesetter or imagesetter.

1.11 "Processor" means one (1) single processor core that forms part of a desktop computer or server, as the case may be, on which the Software is installed or executed. For those processors that have multiple execution cores, each such core shall be considered a distinct Processor.

1.12 "Software" means OnColor Cloud Client computer software program, all or part of which are owned by AGFA-PI or other parties whereby the license is owned by AGFA-PI ("Other Owners"), consisting of any of the Modules elected by You, provided and licensed to You pursuant to this Agreement.

1.13 "Storage Device" means the diskette(s), CD-ROM(s), DVD(s) and/ or other device on which AGFA-PI distributes copies of the Software.

1.14 "System" means one or more Processors on which the Software is installed or run, and located at the System Location. The number of Processors on which You are authorised to install or run the Software is set forth in the AGFA-PI order form that is incorporated and made part of this Agreement by reference.

1.15 "System Location" means, with respect to the System and any part thereof, the address at which the System, and any part thereof, is physically located, as identified in the AGFA-PI order form that is incorporated and made part of this Agreement by reference.

1.16 "Updates" shall mean updates, if any, to the Software as commercially released by AGFA-PI at any given time, including, but not limited to, updates, small enhancements, additions, modifications, deletions, incorporation of patches, and/ or error corrections to any previously delivered version of the Software, as designated in AGFA-PI's sole determination.

1.17 "Upgrades" shall mean a new and enhanced release of the Software as commercially released by AGFA-PI at any given time and that, when made or added, materially changes its utility, efficiency, functional capability or application, as designated in AGFA-PI's sole determination.

1.18 "Use" means loading, utilisation, running, storage or display of the Software by Authorised Users on Your System in connection with a Designated Output Device only, and solely for Your own internal business operations.

1.19 "Warranty Period" means the period ending ninety (90) days after the Effective Date during which the Software is covered by AGFA-PI's warranty as set forth in this Agreement, provided however that in no event the Warranty Period shall exceed a period of one hundred and twenty (120) days after the date You have purchased the Software.

2.1 GRANT OF LICENSE. Subject to the terms and conditions of this Agreement, AGFA-PI hereby grants to You a perpetual, non-exclusive, non-sublicensable and non-transferable limited right and license to (a) Use the Software on the System, and (b) use the Documentation in connection with the Use of the Software. You acknowledge that the License Fee paid by You for the Use of Software is determined by the Designated Output Device. For each Output Device with which You Use the Software different from the Designated Output Device You will have to purchase a license upgrade for the Software or, with respect to additional Output Devices in connection with which You Use the Software, one or more additional licensed copies of the Software. In addition, specific terms and conditions shall apply to the use of Font Programs, as further set out in the about-box of the Software.

2.2 This license transfers to You neither title nor any proprietary or intellectual property rights to the Software, Documentation, or any copyrights, patents, or trademarks, embodied or used in connection therewith, except for the limited rights expressly granted herein. You acknowledge that the Software and any copies thereof are licensed and not sold, and all right, title and interest in and to the Software are and shall remain with AGFA-PI and/ or the Other Owners.

2.3 COPIES. During the term of this Agreement, You will be entitled to make a reasonable number of machine-readable copies of the Software for backup or archival purposes only. You may not copy the Software, except as permitted by this Agreement. You shall maintain accurate and up-to-date records of the location of all copies of the Software and inform AGFA-PI in writing of such location(s) upon AGFA-PI's request. All copies of the Software will be subject to all terms and conditions of this Agreement. Whenever You are permitted to copy or reproduce all or any part of the Software, all titles, trademark symbols, copyright symbols and legends, and other proprietary markings must be reproduced.

You agree that You are granted a limited right to Use only, and that You will not Yourself, or through any parent, subsidiary, affiliate, agent or other third party:

1. lease, license or sub-license the Software or the Documentation;
2. sell or otherwise transfer the Software or Documentation, unless, subject to Article 9.4, You transfer your rights under this Agreement to a corporation or other entity and that at the time of transfer You pass the Software (and any and all copies in Your control) to such corporation or other entity and such corporation or other entity agrees to be bound by the terms and conditions of this Agreement;
3. decompile, disassemble, or reverse engineer the Software, in whole or in part;
4. modify the Software or any part thereof, except to the extent that the Software provides for user-modifiable components and such modification is necessary to Use the Software;
5. write or develop any derivative software or any other software program based upon the Software or any part thereof, or any Confidential Information;
6. use the Software to provide software related services; or
7. provide, disclose, divulge or make available to, or permit use of the Software by any unauthorised third party without AGFA-PI's prior written consent.

If the Software is used within a country of the European Community, nothing in this Agreement shall be construed as restricting or prejudicing any imperative rights available under the European Community Software Directive, O.J.Eur.Comm. (No.L.122/42, 1991).

4.1 LICENSE FEE. You shall pay the license fees for the Software applicable at the time of purchase (the "License Fee"). All fees hereunder exclude all applicable sales, use, value-added, property and other taxes, including duties and similar mandatory payments, and You will be responsible for payment of all such.

4.2 NO OFFSET. License Fees due from You under this Agreement may not be withheld or offset by You against other amounts due to You for any reason.

5.1 You shall be responsible for the installation of the Software on the System, in accordance with the Documentation.

5.2 As from the Effective Date, You may elect to purchase support and maintenance services in connection with the Software. In the event such maintenance and support agreement entitles You to Updates and Upgrades of the Software, if, and as from the date that, any such Update or Upgrade is installed on the System, it shall be an integral part of the Software. An Upgrade is covered by the warranty pursuant to paragraph 6.1 during a period of ninety (90) days as from the date of installation of the Upgrade, which in no event shall exceed a period of 120 days after the Upgrade has been shipped by AGFA-PI.

5.3 Notwithstanding the foregoing, AGFA-PI shall have no obligation to offer, or continue to offer, to You the opportunity to purchase such support and maintenance services with respect to a given release (Updates or Upgrades) of the Software for a period exceeding two (2) years from the date of such release.

6.1 LIMITED WARRANTY. AGFA-PI warrants that during the Warranty Period (a) the Software will perform in substantial accordance with the Documentation and (b) the Storage Device on which the Software is distributed will be free from defects in materials and workmanship under normal use. If during the Warranty Period the Software or the Storage Device on which it is distributed does not perform as warranted, AGFA-PI at its sole and exclusive option shall use commercially reasonable efforts to correct such non-conformance of the Software or to provide a reasonable workaround, or replace the Storage Device free of charge, or,if neither of those remedies are commercially practicable, terminate this Agreement and repay to You the License Fee. The warranty set forth above is made to and for the benefit of You only. The warranty will apply only if: (a) the Software has been properly installed and used at all times and in accordance with the Documentation or other instructions for Use, and (b) no modification, alteration or addition has been made to the Software by persons other than AGFA-PI or AGFA-PI's authorised representative, except as authorised in writing by AGFA-PI, and (c) the defect, error or problem does not result from any cause within the control of You. Any supplements or Updates to the Software, including without limitation, any service packs or hot fixes provided to you after the expiration of the Warranty Period are not covered by any warranty or condition, express, implied or statutory. AGFA-PI warrants that it possesses all of the right, title, interest and authority to enter into this Agreement with You. AGFA-PI also warrants that no lawsuit or claim concerning the Software is currently pending.

6.2 EXCEPT FOR THE ABOVE EXPRESS LIMITED WARRANTIES, AGFA-PI MAKES NO WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY REGARDING OR RELATING TO THE SOFTWARE OR THE DOCUMENTATION, OR ANY MATERIALS OR SERVICES FURNISHED OR PROVIDED TO YOU UNDER THIS AGREEMENT. AGFA-PI SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE SOFTWARE, DOCUMENTATION AND SAID OTHER MATERIALS AND SERVICES, AND WITH RESPECT TO THE USE OF ANY OF THE FOREGOING. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, AGFA-PI DOES NOT WARRANT THAT OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DATA WILL NOT BE LOST IF FOR ANY REASON OPERATIONS ARE INTERRUPTED.

6.3 LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL AGFA-PI BE LIABLE FOR ANY COMMERCIAL LOSS, LOSS OF PROFITS, LOSS OF AN OPPORTUNITY, LOSS OF USE, BUSINESS INTERRUPTION, LOSS OF DATA, COST OF COVER OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND IN CONNECTION WITH OR ARISING OUT OF THE FURNISHING, PERFORMANCE OR USE OF THE SOFTWARE OR SERVICES PERFORMED HEREUNDER, WHETHER ALLEGED AS A BREACH OF CONTRACT OR TORTIOUS CONDUCT, INCLUDING NEGLIGENCE (BUT NOT GROSS NEGLIGENCE OR FRAUD), EVEN IF AGFA-PI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ADDITION, AGFA-PI WILL NOT BE LIABLE FOR ANY DAMAGES CAUSED BY DELAY IN DELIVERY OR FURNISHING THE SOFTWARE OR SAID SERVICES. AGFA-PI'S LIABILITY UNDER THIS AGREEMENT FOR DIRECT, INDIRECT, SPECIAL, INCIDENTAL AND/OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, RESTITUTION, WILL NOT, IN ANY EVENT, EXCEED THE LICENSE FEE PAID BY YOU TO AGFA-PI UNDER THIS AGREEMENT.

6.4 ALLOCATION OF RISK. The provisions of this Section 6 allocate risks under this Agreement between You and AGFA-PI. You acknowledge and recognise that AGFA-PI's pricing reflects this allocation of risks and limitation of liability accordingly.

7.1 INFRINGEMENT INDEMNITY. AGFA-PI represents it has no reason to believe that the Software infringes upon any copyright or any other intellectual property right of any third party. In the event of a claim that the Software infringes upon, or violates, a third party's copyright AGFA-PI will indemnify and hold You harmless against any action brought against You based on a claim that the unmodified Software, when used in accordance with this Agreement, infringes a European copyright, patent or other proprietary rights, and AGFA-PI shall pay all costs, settlements and damages finally awarded, except for consequential damages. However, AGFA-PI will not be obligated to indemnify or hold You harmless from any such action unless You (i) notify AGFA-PI in writing of any claim within 10 (ten) business days after You learn of such a claim, (ii) give AGFA-PI sole control of the defence and settlement thereof, (iii) provide all reasonable assistance in connection with the defence and settlement thereof, and (iv) have not yet compromised or settled in any way any such losses, claims or damages for which indemnity is sought. If the Software is finally adjudged to so infringe, or in AGFA-PI's opinion is likely to become the subject of such a claim, AGFA-PI shall, at its sole option expense, either (1) apply its best efforts to procure for You the right to continue using the Software, or (2) apply its best efforts to modify or replace the Software to make it non-infringing, or, if neither (1) or (2) is commercially practicable (3) terminate this Agreement, and repay to You a portion of the License Fee equal to the amount paid by You less reasonable depreciation. AGFA-PI shall have no liability regarding any infringement claim arising out of: (i) use of other than a current, unaltered release of the Software; (ii) Use of the Software in combination with non-AGFA-PI software, data or equipment, if the infringement was caused by the Use of such combination; (iii) any modification or derivation of the Software not specifically authorised in writing by AGFA-PI; or (iv) use of third party software.

7.2 EXCLUSIVE REMEDY. The foregoing states the entire liability of AGFA-PI and the exclusive remedy for You with respect to infringement of any patent, copyright, trade secret or other proprietary right.

8.1 CONFIDENTIAL INFORMATION. Each party acknowledges that the Confidential Information constitutes valuable trade secrets and each party agrees that it shall use Confidential Information solely in accordance with the provisions of this Agreement and will not disclose, or permit to be disclosed, the same, directly or indirectly, to any third party without the other party's prior written consent. Each party agrees to exercise due care in protecting the Confidential Information from unauthorised use and disclosure. However, neither party bears any responsibility for safeguarding information that (i) is publicly available, (ii) already in the other party's possession and not subject to a confidentiality obligation, (iii) obtained by the other party from third parties without restrictions on disclosure, (iv) independently developed by the other party without reference to Confidential Information, or (v) required to be disclosed by order of a court or other governmental entity.

8.2 INJUNCTIVE RELIEF. In the event of actual or threatened breach of the provisions of Section 8.1, the non-breaching party will have no adequate remedy at law and will be entitled to immediate and injunctive and other equitable relief, without bond and without the necessity of showing actual money damages.

9.1 TERM. This Agreement will take effect on the Effective Date and will remain in force for as long as any copyright in the Software exist, subject to termination in accordance with Article 9.2.

9.2 TERMINATION. This Agreement may be terminated by AGFA-PI upon written notice to You if (i) You fail to pay any undisputed amount due within thirty (30) days after You have been given written notice of such non-payment; (ii) You are in material breach of any non-monetary term, condition or provision of Agreement, which breach, if capable of being cured, is not cured within thirty (30) days after You have been given written notice of such breach; or (iii) AGFA-PI elects to do so in accordance with Article 6.1 or 7.1. Except for a termination pursuant to Articles 6.1 or 7.1, no such termination will entitle You to a refund of any portion of the License Fee. You may terminate this Agreement at any time for any reason by submitting written notice to that effect to AGFA-PI.

9.3 EFFECT OF TERMINATION. Upon expiration or termination of this Agreement, You shall promptly uninstall and return to AGFA-PI the Software, any derivative works, all copies thereof, including computer memory or storage copies, the associated Dongle, all related Documentation and all copies thereof, and any other Confidential Information in Your possession. You shall furnish AGFA-PI with a certificate signed by an executive officer verifying that the same has been done. Termination or Expiration will not affect the provisions regarding the treatment of Confidential Information, provisions relating to the payment of amounts due, or provisions limiting or disclaiming AGFA-PI's liability, which provisions will survive termination of this Agreement.

9.4 NON-ASSIGNMENT. Neither this Agreement nor any rights under this Agreement may be assigned or otherwise transferred by You, in whole or in part, whether voluntary or by operation of law, including by way of sale of assets, merger or consolidation, without the prior written consent of AGFA-PI, which consent will not be unreasonably withheld or delayed. Subject to the foregoing, this Agreement will be binding upon and will inure to the benefit of the parties and their respective successors and assigns.

10.1 WAIVER. Any waiver of the provisions of this Agreement or of a party's rights or remedies under this Agreement must be in writing to be effective. Failure, neglect, or delay by a party to enforce the provisions of this Agreement or its rights or remedies at any time, will not be construed and will not be deemed to be a waiver of such party's rights under this Agreement and will not in any way affect the validity of the whole or any part of this Agreement or prejudice such party's right to take subsequent action. Except as expressly stated in this Agreement, no exercise or enforcement by either party of any right or remedy under this Agreement will preclude the enforcement by such party of any other right or remedy under this Agreement or that such party is entitled by law to enforce.

10.2 SEVERABILITY. If any provision, or part of any provision, of this Agreement is invalidated by operation of law or otherwise, that provision or part will to that extent be deemed omitted and the remainder of this Agreement, or applicable attachment, will remain in full force and effect. In place of any such invalid provision or part thereof, the parties hereto undertake to agree on a similar but valid provision the effect of which is as close as possible to that of the invalid provision or part thereof. If the parties fail to agree on such an amendment, such invalid term, condition or provision will be severed from the remaining terms, conditions and provisions, which will continue to be valid and enforceable to the fullest extent permitted by law.

10.3 STANDARD TERMS. No terms, provisions or conditions of any purchase order, acknowledgement or other business form that You may use in connection with the licensing of the Software will have any effect on the rights, duties or obligations of the parties under, or otherwise modify, this Agreement, regardless of any failure of AGFA-PI to object to such terms, provisions or conditions.

10.4 RIGHT TO AUDIT. AGFA-PI shall have the right upon its expense to inspect compliance of You with this Agreement, upon a ten (10) working days prior written notice. Such audit shall not be more frequently than once per year, during normal business hours by an accounting firm designated by AGFA-PI. In the event such audit should reveal a substantial non-compliance with this Agreement, You shall reimburse AGFA-PI for the full out-of-pocket costs in respect of any professional charges incurred for such audit or inspection, in addition to any other right or remedy available to AGFA-PI hereunder.

10.5 AMENDMENTS TO THIS AGREEMENT. This Agreement may not be amended, except by a writing signed by both parties.

10.6 HEADINGS. Headings to the sections of this Agreement are for convenience only and shall not affect the interpretation or construction of this Agreement. Use of the singular includes the plural and vice versa.

10.7 AGFA-PI'S PRIOR CONSENT. Unless expressly provided otherwise in this Agreement, any prior consent of AGFA-PI that is required before You may take an action may be granted or withheld in AGFA-PI's sole and absolute discretion.

10.8 THIRD PARTY BENEFICIARY. If and insofar parts of the Software are supplied and licensed to AGFA-PI by Other Owners, such Other Owners are third party beneficiaries of this Agreement and are with respect to such parts of the Software entitled to enforce directly against You the terms and conditions of this License Agreement.

10.9 APPLICABLE LAW. This Agreement is made in Belgium and shall be governed by and construed in accordance with the laws of Belgium, excluding its rules for choice of law.

10.10 PUBLIC ANNOUNCEMENTS. You acknowledge that AGFA-PI may desire to use Your name in press releases, product brochures and financial reports indicating that You are a customer of AGFA-PI, and You agree that AGFA-PI may use Your name in such a manner.

10.11 ENTIRE AGREEMENT. This Agreement (including any addenda hereto signed by both parties) contains the entire agreement of the parties with respect to the subject matter of this Agreement and supersedes all previous communications, representations, understandings and agreements, either oral or written, between the parties with respect to said subject matter.

Copyright (c) 2011 New Proimage Ltd, 4 Hagavish St. Netanya, Israel Agfa and the Agfa Rhombus are trademarks of Agfa-Gevaert NV or its affiliates. OnColor Cloud Client is a trademark of New Proimage Ltd. All other trademarks are held by their respective owners.