SOFWARE DEVELOPED BY ADOBE PROFESSIONAL SERVICES
END USER LICENSE AGREEMENT

This End User License Agreement ("Agreement") is entered into by and between Adobe Inc.
through its Professional Services division ("Adobe PS"), and the Licensee executing Statement of Work.
The parties agree as follows:

TERMS AND CONDITIONS

1.  License
    1.1. Subject to Licensee's payment of the applicable fees and to Licensee's compliance with
    other terms and conditions of this Agreement, Adobe PS grants Licensee a non-transferable,
    non-assignable, non-sublicensable, worldwide, perpetual license to copy the Software for the purpose of
    installing and using it on a computer and solely for internal purposes, in accordance with the
    Software's technical documentation.

    1.2. Adobe PS also grants Licensee the right to modify and create derivative works of the
    Software. Licensee may contribute the rights in any of those derivative works back to Adobe PS.
    Licensee may contact Adobe PS for more information regarding contributions of derivative
    works rights to Adobe PS. Regardless of whether Licensee contributes such derivative works
    rights to Adobe, Licensee hereby grants Adobe a perpetual and irrevocable (irrespective of
    the expiration or termination of this Agreement), nonexclusive, transferable, worldwide, and
    royalty-free license to reproduce, create derivative works of, distribute, perform, and display
    any derivative works of the Software developed by or for Licensee, and to use, make, have
    made, sell, offer to sell, import, export, and otherwise exploit any product based on any such
    derivative works.

2.  License Exclusions
    2.1 Except as expressly authorized herein, Licensee shall not:
        a. distribute, sublicense, disclose, market, rent, lease, or offer remote computing services,
        networking, batch processing or transfer of, the Software to any third party, or permit any
        person or entity to have access to the Software by means of a time sharing, remote
        computing services, networking, batch processing, service bureau or time sharing
        arrangement;

        b. export the Software in violation of U.S. Department of Commerce export administration
        regulations.

    2.2. No license, right or interest in any Adobe trademark, trade name or service mark is
    granted hereunder.

3.  Title and Protection
    3.1. Adobe PS (or its third party providers) retains title to all portions of the Software and other
    Proprietary Materials and any copies thereof. The Proprietary Materials contain valuable
    proprietary information, and Licensee shall not disclose them to anyone other than those of its
    employees or consultants under written nondisclosure obligations at least as restrictive as
    those contained in this Agreement, having a need to know for purposes consistent with this
    Agreement. Licensee shall be responsible for the compliance of such employees or consultants.
    Licensee shall affix, to each full or partial copy of the Software made by Licensee, all copyright
    and proprietary information notices as were affixed to the original. The obligations set forth in
    this Section shall survive termination of this Agreement.

    3.2. Licensee acknowledges that the Software includes certain open source software which is
    governed by the applicable license terms thereof. A list of such open source software, as
    amended from time to time, including the links applicable to such open source software is
    specified in the product software bundled within the Software, and the Software is subject to
    the provisions of such license agreements, and in the event of any contradiction between the
    provisions of this Agreement and the provisions of such applicable license agreement, the
    provisions of the applicable open source license agreement shall prevail solely with respect to
    such open source software products.

    3.3. If the Software is acquired by or on behalf of a unit or agency of the U.S. Government (the
    "Government"), the Government agrees that such Product is "commercial computer software"
    or "commercial computer software documentation" and that, absent a written agreement to
    the contrary, the Government's rights with respect thereto are limited by the terms of this
    Agreement, pursuant to applicable FAR and/or DFARS and successor regulations.

4.  Patent and Copyright Indemnity
    Adobe shall indemnify and defend Licensee against any claims made
    by a third party that Licensee's reproduction of the Software (which, for the purposes of this Section
    4, means the Software as delivered by Adobe PS, excluding the open source software programs
    described in Section 3.2) as permitted in this Agreement directly infringes such third party's United
    States patent or copyright, provided that Licensee complies with the requirements of this Section.
    Licensee will (a) provide Adobe prompt written notice of any claim that the Software infringes any
    intellectual property rights, (b) provide Adobe with all information and assistance requested of it
    with respect to any such claim, and (c) offer Adobe sole and complete authority to defend and/or
    settle any and all such claims.

    In the event that a court holds that the Software, or if Adobe believes a court may hold that the
    Software, infringes the intellectual property rights of any third party, Adobe may (but is not
    obligated to), in its sole discretion, do any of the following: obtain for Licensee the right to continue
    using the Software, replace or modify the Software so that it becomes non-infringing while providing
    substantially equivalent performance or, accept return of the Software, terminate this Agreement,
    and refund Licensee an amount equal to the license fees paid to Adobe multiplied by the
    percentage of the term of the license for the Software that Licensee did not enjoy due to the early
    termination by Adobe.

    Adobe PS shall have no liability or obligation under this Agreement to the extent the alleged
    infringement is based on (i) a modification or derivative work of the Software developed by anyone
    other than Adobe PS; (ii), a combination of the Software with any product or service not provided by
    Adobe; (iii) use of the Software other than in accordance with this Agreement or the documentation; (iv)
    indirect or willful infringement; or (v) any open source code, as described in Section 3.2.

    This Section 4 states Adobe PS' entire liability and Licensee's exclusive remedy for any infringement
    related to the Software.

5.  Limited Warranty
    THE SOFTWARE IS PROVIDED "AS-IS," AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MH Sub I,
    Adobe PS DISCLAIMS ALL OTHER WARRANTIES, CONDITIONS, REPRESENTATIONS OR TERMS, EXPRESS OR IMPLIED,
    BY STATUTE, COMMON LAW, CUSTOM, USAGE OR OTHERWISE, REGARDING THE SOFTWARE AND ANY RELATED MATERIALS,
    INCLUDING THEIR FITNESS FOR A PARTICULAR PURPOSE, THEIR QUALITY, THEIR MERCHANTABILITY,
    OR THEIR NONINFRINGEMENT. Adobe PS DOES NOT WARRANT THAT THE SOFTWARE OR ANY RELATED SERVICES
    IS SECURE, OR IS FREE FROM BUGS, VIRUSES, ERRORS, OR OTHER PROGRAM LIMITATIONS NOR DOES IT WARRANT
    ACCESS TO THE INTERNET OR TO ANY OTHER SERVICE THROUGH THE SOFTWARE. SOME JURISDICTIONS DO NOT ALLOW
    THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. THIS WARRANTY GIVES
    YOU SPECIFIC LEGAL RIGHTS. YOU MAY HAVE OTHER RIGHTS WHICH VARY FROM JURISDICTION TO JURISDICTION.
    Adobe PS DOES NOT SEEK TO LIMIT YOUR WARRANTY RIGHTS TO ANY EXTENT NOT PERMITTED BY LAW.
    THE ENTIRE RISK AS TO THE RESULTS, QUALITY AND PERFORMANCE OF THE SOFTWARE IS WITH YOU.
    THIS SECTION 5 WILL SURVIVE THE TERMINATION OF THIS AGREEMENT.

6.  Limitation of Liability
    6.1. LIABILITY EXCLUSIONS. UNDER NO CIRCUMSTANCES WILL ADOBE BE LIABLE FOR: LOSS
    OF REVENUE; LOSS OF ACTUAL OR ANTICIPATED PROFITS; LOSS OF CONTRACTS; LOSS OF THE
    USE OF MONEY; LOSS OF ANTICIPATED SAVINGS; LOSS OF BUSINESS; LOSS OF OPPORTUNITY;
    LOSS OF GOODWILL; LOSS OF REPUTATION; LOSS OF, DAMAGE TO OR CORRUPTION OF DATA;
    OR CONSEQUENTIAL OR INDIRECT LOSS OR SPECIAL, PUNITIVE, OR INCIDENTAL DAMAGES
    (INCLUDING, FOR THE AVOIDANCE OF DOUBT, WHERE SUCH LOSS OR DAMAGE IS ALSO OF A
    CATEGORY OF LOSS OR DAMAGE ALREADY LISTED), WHETHER FORESEEABLE OR
    UNFORESEEABLE, BASED ON CLAIMS OF LICENSEE, Adobe PS OR ANY THIRD PARTY ARISING
    OUT OF ANY BREACH OR FAILURE OF EXPRESS OR IMPLIED WARRANTY CONDITIONS OR OTHER
    TERM, BREACH OF CONTRACT, MISREPRESENTATION, NEGLIGENCE, OTHER LIABILITY IN TORT,
    FAILURE OF ANY REMEDY TO ACHIEVE ITS ESSENTIAL PURPOSE, OR OTHERWISE.

    6.2. LIABILITY CAP. NOTWITHSTANDING THE FORM (E.G., CONTRACT, TORT, OR OTHERWISE) IN
    WHICH ANY LEGAL OR EQUITABLE ACTION MAY BE BROUGHT, IN NO EVENT (INCLUDING WITH
    RESPECT TO OBLIGATIONS ARISING UNDER SECTION 4) WILL Adobe PS OR ITS SUPPLIERS BE
    LIABLE FOR DAMAGES, EXPENSES, COSTS, LIABILITIES, SUITS, CLAIMS, RESTITUTION OR LOSSES,
    THAT EXCEED, IN THE AGGREGATE, THE AMOUNT OF FEES PAID BY LICENSEE UNDER STATEMENT OF WORK
    IN THE FIRST TWELVE (12) MONTH PERIOD AFTER THE EFFECTIVE DATE.

7. Notices
    All notices shall be in writing and sent by first class mail or overnight mail (or courier), transmitted by
    facsimile (if confirmed by such mailing), or email, to the addresses indicated on the Adobe PS
    Statement of Work and/or Order Form, or such other address as either party may indicate
    by at least ten (10) days prior written notice to the other party. Notices to Adobe PS
    shall be sent to the Contracts Administration Department.

8. Assignment
    Licensee may not assign this Agreement without the prior written consent of Adobe PS; provided
    that such consent shall not be required for assignment to a purchaser of all or substantially all of the
    assets or equity securities of Licensee who undertakes in writing to be bound by all the terms and
    conditions of this Agreement. Any prohibited assignment shall be null and void.

9. Entire Agreement
    Along with Adobe PS' standard Terms and Conditions, which follow, and the
    Adobe PS Order Form, this Agreement is the complete and exclusive agreement between the parties,
    which supersedes all proposals or prior agreements, oral or written, including any online (click-
    through) agreement which Licensee may have accepted in conjunction with the downloading of the
    Software, and all other communications between the parties relating to the subject matter hereof.
    No purchase order, other ordering document or any hand written or typewritten text which purports
    to modify or supplement the printed text hereof or Adobe PS Order Form shall add to or vary the
    terms thereof and Abobe PS hereby rejects same. Except as contained in a writing signed by both
    parties, all such proposed variations or additions are objected to and shall have no force or effect.

10. General
    This Agreement is made in and shall be governed by the laws of the State of California, without
    giving effect to any principles that provide for the application of the law of another jurisdiction. All
    proceedings shall be conducted in English. Venue for all proceedings shall be Santa Clara County,
    California, provided that Adobe PS may seek injunctive relief in any court of competent jurisdiction.
    The United Nations Convention for the International Sale of Goods shall not apply. The section
    headings herein are provided for convenience only and have no substantive effect on the
    construction of this Agreement. Except for Licensee's obligation to pay Adobe PS, neither party shall
    be liable for any failure to perform due to causes beyond its reasonable control. If any provision of
    this Agreement is held to be unenforceable, this Agreement shall be construed without such
    provision. The failure by a party to exercise any right hereunder shall not operate as a waiver of such
    party's right to exercise such right or any other right in the future. This Agreement may be amended
    only by a written document executed by a duly authorized representative of each of the parties. The
    parties agree to receive electronic documents and accept electronic signatures (information
    attached or logically associated with such document and clicked or otherwise adopted with an intent
    to sign) including in counterparts which shall be valid substitutes for paper-based documents and
    signatures, and the legal validity of a transaction will not be denied on the ground that it is not in
    writing.

11. Definitions
    "Modifications" means any code developed by Licensee or any third party, including without
    limitation, configuration, integrations, implementations, or localizations to the external layer of the
    core, baseline Software product.

    "Proprietary Material" means the Software, related documentation, and all parts, copies and
    modifications thereof, and any other information, in whatever form, received by Licensee
    hereunder, provided, however, such information shall not be deemed Proprietary Material if it (a) is
    or becomes a part of the public domain through no act or omission of Licensee; or (b) was in
    Licensee's lawful possession prior to the disclosure and had not been obtained by Licensee from
    Adobe PS; or (c) is lawfully disclosed to Licensee by a third party without restriction on disclosure; or
    (d) is independently developed by Licensee without reference to or use of Adobe PS' Proprietary
    Material.

    "Software" means Adobe PS' proprietary software solutions, provided in source code, software files,
    data, information, content and documents, including associated technical documentation.
    Except as otherwise specified herein, the term Software includes certain open source software
    programs described in Section 3.2. "Software" does not include any Modifications.