Sino Promise Inc.

End User License Agreement and Terms of Use

KODAK PROFESSIONAL SELECT SOFTWARE

This End User License Agreement and Terms of Use (“Terms of Use”) constitutes an agreement between you and Sino Promise Inc. (the “Company” or “we” or “our”) regarding the Kodak Professional Select software (the “Software”). Read these Terms of Use carefully before installing or using the Software. If you do not agree to these Terms of Use, please do not install or use the Software.

Prior to completing your installation of the Software, you will be asked to click on a button confirming that you have accepted these Terms of Use. If you do not agree to these terms and conditions, please do not install or use the Software. If you do agree to these terms and conditions, please proceed with your installation and use of the Software.

Personally identifiable information is subject to our Privacy Policy, which is accessible at https://www.kproselect.com/privacy-policy.html. Please review our Privacy Policy to understand our practices. The terms of our Privacy Policy are incorporated herein.

“You” means either (a) in the case of an individual, the person over the age of 18 entering into these Terms of Use or (b) in the case of a corporation (or other legal entity), the party for whom these Terms of Use are being agreed to on behalf of an authorized person having authority to bind the party.

The term “Software” as used herein includes the software components you install on your own computers, as well as software components hosted by third parties accessed through the software you installed, and all related documentation that accompanies these software components.

1. Grant of License. So long as you are in compliance with these Terms of Use, we grant you a non-exclusive license to use the Software solely for its intended purposes, subject to the license restrictions set forth below. No rights to the use of any Company or its licensors’, names, logos or trademarks are conveyed by these Terms of Use. These Terms of Use are not for the sale of Software or any other intellectual property. All rights, title, interest, and intellectual property rights in and to the Software are owned by the Company or its licensors.

2. Restrictions on Use. You may use the Software on one or more of your personal computers that are used by you, your company or your family, but not on computers accessed by members of the public or that belong to, or are operated by, service bureau or retail organizations. You may not make the Software available to others in connection with a service bureau, retail services, application service provider, or other similar business. The Software may contain subroutine libraries and sample files. You may not modify any of these files for any reason. You may use the Software solely for its intended purposes. You may not reverse engineer, decompile, disassemble or otherwise attempt to derive the source code for the Software, or use any part of the Software for any use other than that for which it was supplied by us, unless specifically authorized by the Company. You may not modify, adapt, alter, translate, or create derivative works from the Software, merge the Software with other software, or integrate the Software into third party solutions. You may not remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in the Software.

3. Transfer of the Software. You may not transfer the Software to another party. You may not further redistribute, sublicense, rent, loan or lease the Software to a third party.

4. Copyright. The Software is owned by the Company and protected by copyright laws and international treaties. You may not copy the Software. The Kodak and Kodak Moments trademarks and Kodak trade dress are used by the Company under license from Eastman Kodak Company.

5. Subscription and Payment. You may use this Software so long as you have a valid subscription to do so. Information regarding subscription, billing and payment is available within the software and at www.kproselect.com. To subscribe, you must have internet access and provide us with one or more payment methods. A “payment method” means a current, valid, accepted method of payment, as may be updated from time to time. Your subscription to the software will continue and automatically renew until terminated. You must cancel your membership before it renews in order to avoid billing of the membership fees for the next billing cycle to your payment method. We reserve the right to change our subscription plans or adjust pricing for our service or any components thereof in any manner and at any time as we may determine in our sole and absolute discretion. Except as otherwise expressly provided for in these Terms of Use, any price changes or changes to your subscription plan will take effect following notice to you.

6. Cancellation. You can cancel your subscription to the Software at any time, and you will continue to have access to the Software through the end of your billing period.

7. No Refunds. Payments are nonrefundable and there are no refunds or credits for partially used periods. Following any cancellation, however, you will continue to have access to the service through the end of your current billing period.

8. Age. You must be 18 years of age, or the age of majority in your province, territory or country, to use the Software. Individuals under the age of 18, or applicable age of majority, may utilize the service only with the involvement of a parent or legal guardian, under such person’s account and otherwise subject to these Terms of Use.

9. Compliance with Laws and Terms. The form and content of pictures, text or other material that you transmit or create products from is governed by applicable laws (such as, those prohibiting child abuse, child pornography, copyright infringement, or invasion of privacy). If you use the Software to transmit material to the Company, its affiliates, or any third party for printing or product fulfillment or other purposes, you must comply with the relevant terms of service. You may not use the Software to transmit to the Company, its affiliates, or any third parties any pictures, text or other material that is unlawful, whether a violation of civil rights (such as libel) or criminal law (such as obscenity), or that fosters hatred of any race, religion, ethnicity, age-group, gender or sexuality. You agree that you will defend, indemnify and hold us harmless against any claim arising out of or related to your failure to comply with the terms of this section.

10. Software Features. The Software may contain features that enable the Company to notify you of available software upgrades, and to update product data files and instructional content in the Software. The Software may also contain features that enable you to download new data files. You agree that we may utilize these features to provide such notices and updates, permit such downloads and to collect such data.

11. Privacy. Subject to our Privacy Policy, which is accessible at https://www.kproselect.com/privacy-policy.html, the Software may request or collect certain limited information about you when you use the Software. The Software may also use cookies or other passive tracking mechanisms and tools to collect information in order to facilitate your use of the Software. You acknowledge that solely for the purposes of addressing technical issues and enhancing the Software, the Company may collect personally identifiable data concerning Software usage. You expressly agree to such collection and usage. Further, we reserve the right to collect aggregated non-personal data from users of the Software in order to assess the overall use of the Software by customers in order to determine how the Software is being used and how it and other products can be improved. If all or part of our business is sold or acquired by a third party, we will transfer your information to the new business owner.

12. Your Representations and Warranties. You represent and warrant that you possess the legal right and ability to agree to these Terms of Use, and that all information or material that you transmit through the Software is owned by you, is true, accurate and current, including your login credentials. You agree that you will not: (i) transmit any material that is copyrighted, protected by trade secret or otherwise subject to third party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights or have written permission from their rightful owner to post the material and to grant the right to use such materials as provided in these Terms of Use; (ii) submit any false information or misrepresentation that could result in liability or damage to us or any third party; (iii) submit any material that is unlawful, obscene, defamatory, libelous, threatening, pornographic, graphic or gratuitously violent, harassing, hateful, racially or ethnically offensive, encourages conduct that would give rise to criminal or civil liability, violate any law, or is otherwise inappropriate; (iv) impersonate another person, including submitting their photographs as your own; (v) transmit worms, viruses or other malicious codes; and (vi) violate the terms and conditions of any website or application to which you transmit images through the Software. You agree to indemnify and hold harmless the Company and its licensors for all liability and damages that may be incurred in any legal action in connection with the above.

13. DISCLAIMER OF WARRANTY. You assume responsibility for operation of the Software, and for the installation, use, and results obtained from the Software.

14. LIMITATION OF LIABILITY. Your use of the Software is entirely at your own risk. Under no circumstance will the Company, its agents, licensors or suppliers be liable to you on account of your use or misuse of, or reliance on, the Software. TO THE EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE COMPANY, ITS LICENSORS, SUPPLIERS OR DEALERS BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING ANY LOST PROFITS, LOST SAVINGS, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES OR OTHER DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

15. Governing Law. If the Software was obtained in the United States, these Terms of Use are governed by the laws of the State of Delaware. If the Software was obtained outside of the United States, these Terms of Use are governed by the laws of the country in which it was obtained. These Terms of Use shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.

16. Feedback. The Company is free to use any comments, information, ideas, concepts, reviews, or techniques or any other material contained in any communication you may send to us (“Feedback”), worldwide and in perpetuity without further compensation, acknowledgement or payment to you for any purpose whatsoever including, but not limited to, developing, manufacturing and marketing products and creating, modifying or improving the Software. In addition, you agree not to enforce any “moral rights” in and to the Feedback, to the extent permitted by applicable law.

17. Changes to Terms of Use. We may, from time to time, change these Terms of Use. Such revisions shall be effective immediately, unless otherwise stated.

18. Assignment. We may assign these Terms of Use to any affiliated company or to any entity that succeeds to all or substantially all of our business or assets related to the Software

19. Miscellaneous. Each provision of these Terms of Use is severable. If a provision is found to be unenforceable, the remainder of these Terms of Use shall be unaffected and shall continue in full force and effect. These Terms of Use are binding on successors and assigns. The Company will not be responsible for any non-performance or delay attributable in whole or in part to any cause beyond its reasonable control. Nothing contained herein shall be construed as creating any agency, partnership, or other form of joint enterprise between the parties. You acknowledge that you have read these Terms of Use, that you understand them and that you agree to be bound by them.