LIFETOUCH IMAGE CD® CD ROM AND LIFETOUCH ADMINISTRATORS CD® CD ROM LICENSE AGREEMENT

THIS IS AN AGREEMENT BETWEEN USER AND LIFETOUCH NATIONAL SCHOOL STUDIOS INC. ("LIFETOUCH"). BY OPENING THE COMPACT DISK PACKAGE AND INSTALLING THE SOFTWARE CONTAINED IN THE CD ROM, USER AGREES TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF USER DOES NOT AGREE, PROMPTLY RETURN THE UNOPENED PACKAGE TO LIFETOUCH AT THE ADDRESS BELOW.

GRANT OF LICENSE.   This is a license agreement and not an agreement for sale. Lifetouch grants to the School ("User") the nonexclusive right to use the Image CD software, including the images and text files contained therein (collectively the “Product”) and any derivatives or copies solely for the Permitted Use stated below. This Product is proprietary to Lifetouch and protected by U.S. and international copyright law. All rights reserved.

PERMITTED USE.   The only permitted use for the Product is internal school-related administrative purposes by the School for the school year in which the Product is dated, on any compatible computer located in the School subject to the terms and conditions of this License. Permitted Use includes any routine function or activity incidental to the administration or daily activities of the School such as preparation of class rosters, seating charts, identification cards, class schedules, activity and event passes, student directories, general record keeping and database management.

RESTRICTIONS.   User will treat the Product as confidential and except as permitted by this License, will not use the Product for any purpose other than the Permitted Use. Except as specifically authorized in this License, “School-related administrative purposes” does not include use of the Software (or the material contained therein) on the Internet or in connection with any commercial activities, fund-raising efforts and/or preparation of any materials intended for sale to third parties (including, without limitation, students and their families), and no license is granted for any such use. For example, but not in limitation, the Product may not be used on the Internet, in alumni yearbooks, multimedia products, CD ROM products or in connection with any commercial activities, fundraising efforts and/or preparation of or incorporated in any other products for sale, or to provide any other portraits or portrait products, such as announcements or greeting cards. Notwithstanding the foregoing, the School may use the Product for the class pages of the School’s yearbook or class page sections of a multimedia, electronic yearbook, for viewing only. No function, utility or software that permits printing or manipulating may be used in connection therewith. Except in connection with the Permitted Use, the Product may not be copied, reproduced, sublicensed or transferred in whole or in part or in any manner nor altered, merged, manipulated, modified, translated, adapted, disassembled, decompiled or reverse engineered in any way.

TERMINATION OF LICENSE.   The license is effective until the end of the school year in which the Product is dated unless terminated earlier pursuant to this License Agreement. This License will terminate earlier if User fails to comply with any of the terms of the License Agreement. Upon termination, User must destroy the Product and erase all images and text file from all computer systems.

SECURITY OF PRODUCT.   User acknowledges and agrees that the Product contains proprietary images and text that User will maintain under secure conditions, with limited, restricted access. After delivery of the Product to the School, User is responsible for the Product, contents, security, possession and use thereof and agrees to indemnify and hold harmless Lifetouch and its affiliated companies, officers, employees, agents and assigns from any claims or damages relating to use or misuse of the Product or Product contents.

WARRANTIES.   THE COMPACT DISK IS WARRANTED TO BE IN GOOD CONDITION AT THE TIME OF DELIVERY, THE DISK CAPABLE OF BEING RUN IN A COMPUTER PROPERLY EQUIPPED AND MEETING THE STATED SPECIFICATIONS. IN ALL OTHER RESPECTS, THE COMPACT DISK IS TRANSFERRED AND THE IMAGES, TEXT, SOFTWARE, DOCUMENTATION AND DATA ARE PROVIDED BY LIFETOUCH AND ACCEPTED BY USER “AS IS” WITHOUT ANY WARRANTY OR REPRESENTATION WITH RESPECT THERETO, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF ACCURACY OF DATA, QUALITY, PERFORMANCE, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. IF THE PRODUCT IS FOUND TO BE DEFECTIVE UNDER THE ABOVE WARRANTY, LIFETOUCH WILL REPLACE IT UPON RECEIPT OF THE DEFECTIVE DISK. IN NO EVENT WILL LIFETOUCH OR ANY OF ITS LICENSORS BE LIABLE FOR LOST PROFITS, DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE, MISUSE OR INABILITY TO USE THE PRODUCT, THE IMAGES, TEXT, DATA OR DOCUMENTS, OR FOR IMAGE QUALITY, INACCURATE TEXT OR TECHNICAL PROBLEMS, EVEN IF LIFETOUCH KNEW OF THE POSSIBILITY OF SUCH DAMAGES.

THE WARRANTY AND REMEDIES SET FORTH ABOVE ARE EXCLUSIVE AND IN LIEU OF ALL OTHERS, ORAL OR WRITTEN, EXPRESS OR IMPLIED.

GENERAL.   Lifetouch retains all rights not expressly granted. Nothing in this License Agreement constitutes a waiver of Lifetouch’s rights under the U.S. or international patent and copyright laws or any federal, state or provincial law. This License Agreement shall be governed and construed under the laws of the state of Minnesota.

QUESTIONS.   Call 1-800-598-2466 or write to Lifetouch National School Studios Inc., 11000 Viking Drive, Eden Prairie, Minnesota 55344, Attention: LNSS Technical Support. Email: fieldopslnss@lifetouch.com. Canadian customers should direct correspondence or returns to Lifetouch Canada Inc., 1395 Inkster Blvd., Winnipeg, Manitoba R2X 1P6.

Lifetouch® and Lifetouch Image CD® and Lifetouch Administrators CD® are registered trademarks of Lifetouch Inc. © 2006 Lifetouch National School Studios Inc.