IMPORTANT - CAREFULLY READ ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT BEFORE CLICKING "I AGREE" AT THE BOTTOM OF THE PAGE.

This is a legal document between you (the "Developer") and the licensor of this Software, Canon Australia Pty Limited ("Canon"). CLICKING "I AGREE" AT THE BOTTOM OF THIS PAGE ACKNOWLEDGES YOUR ACCEPTANCE OF THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, CLICK "I DISAGREE" AT THE BOTTOM OF THIS PAGE AND QUIT THIS PROGRAM. YOU WILL NOT BE ABLE TO INSTALL, DOWNLOAD OR USE THE SOFTWARE.

The licence set forth below is given by Canon with respect to: (i) software packages opened, used, installed and/or downloaded in Australia; and (ii) software files and associated on-line or electronic documentation (Internet download version) which are used, installed and/or downloaded in Australia from Canon's website. The software is provided either on a disk or CD-ROM in machine readable form or through a software file downloaded from the Internet through Canon's website (including implemented source code)(the "Software") and related documentation (collectively, the "Developer Kit"). YOU MAY NOT ASSIGN, SUBLICENCE, RENT, LEASE, REPRODUCE, DISTRIBUTE, CONVEY OR OTHERWISE TRANSFER TO ANY THIRD PARTY OR DISPOSE OF THE SOFTWARE OR DEVELOPER SOFTWARE (AS DEFINED BELOW), IN WHOLE OR IN PART, OTHER THAN AS PERMITTED UNDER THIS AGREEMENT. YOU MAY NOT TRANSLATE, CONVERT TO ANOTHER PROGRAMMING LANGUAGE, DECOMPILE, REVERSE ENGINEER OR DISASSEMBLE SUCH PROGRAM. YOU MAY COPY THE PROGRAM ONLY FOR BACKUP PURPOSES AS EXPRESSLY PROVIDED BELOW.

1. LICENCE: Canon hereby grants you, the Developer, a non-exclusive, non-transferable licence to use the Developer Kit solely for the purpose of designing, developing or enhancing, or incorporating the Software as part of the design, development or enhancement of, a software program solely for use with any compatible Canon Digital Camera product (the "Product"). Such software program is hereinafter referred to as the "Developer Software." Title to the Software shall at all times reside in Canon. No right is granted hereunder to reproduce, in whole or in part, any documentation included with the Developer Kit, including, without limitation, for incorporation into any documentation related to Developer Software. You acknowledge that damages at law may be an inadequate remedy and agree that Canon may enforce its rights under this Agreement by any court of competent jurisdiction.

2. SUBLICENCES: If you distribute Developer Software, you will sublicence said Software under an End-User Licence Agreement which contains the same conditions and restrictions contained in this Agreement. Without limiting the foregoing, your End-User Licence Agreement shall limit the customer to use of the Developer Software with the Product. You agree to abide by the terms of this Agreement, to inform your customers of them, to require your customers to comply with them and to actively pursue correction of known breaches by your customers. Willful violation of this Agreement will be grounds for immediate termination of this Agreement or any sublicence granted hereunder. You acknowledge that damages at law may be an inadequate remedy and agree that Canon may enforce its rights under this Agreement by injunction by any court of competent jurisdiction.

3. MARKETING AND PROMOTION. Developer may market the Developer Software under its own name and at its sole cost and expense. Developer may not use any Canon trademarks, service marks, trade names or logos including, without limitation, in connection with or in any advertising, brochures or promotional materials, unless Developer obtains prior written consent from Canon.

4. COPIES AND MODIFICATIONS; CONFIDENTIALITY: The Software and documentation are protected by copyright, trade secret, and trademark law. You may make one copy of the Software solely for back-up purposes. YOU MUST REPRODUCE AND INCLUDE THE COPYRIGHT NOTICE ON THE BACK-UP COPY. You may not copy the Software except for the back-up copy. You may not copy the documentation. You may not modify the manual. By accepting this licence you acknowledge that the Software and documentation are proprietary in nature and contain valuable confidential information developed or acquired at great expense, including data processing algorithms, innovations, and concepts. You will not disclose to others or utilize such trade secrets or proprietary information except as provided herein. This obligation shall survive the termination of this Agreement.

5. MAINTENANCE AND NOTICES: Developer is responsible for the selection of the Software and for the maintenance of the Developer Software. Canon is not responsible for maintaining or helping you to use the Developer Kit and shall not be responsible for any errors or anomalies that may be present in the Developer Kit or the Developer Software. Because the Software is provided AS IS, no updates, fixes or support will be made available. You agree that RESTRICTED RIGHTS notice shall be placed on all media containing the Developer Software and that all notices and disclaimers shall be reproduced in a conspicuous place and manner as part of a licence agreement contained in a Read-Me file or other material to be distributed with the Developer Software. If you distribute the Developer Software without such notices, this Agreement shall be terminated. You acknowledge and agree that Canon retains all rights in the Software, including any portion incorporated in the Developer Software.

6. TERM: This Agreement is effective from the date you download and/or install the Software and shall be terminated upon the earliest of the following: (1) Developer breaches any term or condition of this Agreement; (2) Developer destroys the Software and accompanying documentation, together with any copy thereof; or (3) Canon terminates this Agreement in writing. In case of termination, Developer shall immediately return all copies of the Software to Canon at Developer's expense.

7. WARRANTY AND LIABILITY DISCLAIMERS: It is your responsibility to choose, maintain and match the hardware and software components of your computer system. Thus, neither Canon, its parent, subsidiaries or affiliates, nor their respective distributors or dealers, will guarantee uninterrupted service, the absence or correction of errors, or that the functions or performance of the Software and Developer Kit will meet your requirements.

To the extent permitted by law, any condition or warranty which would otherwise be implied in this agreement is hereby excluded, and Canon limits its liability to the developer for any breach of a condition or warranty implied by the Trade Practices Act, 1974, to Canon's option or repairing or replacing the software.

8. SOFTWARE DEVELOPMENT; NO FUTURE RELATIONS: Without limiting the foregoing, Canon makes no warranties or representations of any kind with respect to the results of your software development work relating to the Software, the feasibility of developing applications with the Developer Kit, or your software development efforts. Except as expressly granted herein, no licence or right, express or implied, is hereby conveyed or granted to you for any invention, patent, copyright, trademark, know-how, trade secret, or other intellectual property right of Canon U.S.A., Inc., its parent, subsidiaries or affiliated corporations. Nothing in this agreement shall be deemed to create an agency, franchise, partnership or joint venture relationship between the parties.

9. INDEMNIFICATION BY DEVELOPER: You shall defend, indemnify and hold Canon, its parent, subsidiaries, affiliates and their respective employees, officers and agents (the "Canon Indemnified Parties") harmless from any and all claims, damages, losses, liabilities, costs and expenses (including reasonable attorney's fees) arising out of or in connection with your breach of this Agreement. You shall promptly notify Canon of any such claim. You further agree to defend indemnify and hold the Canon Indemnified Parties harmless for any breach of copyright or other intellectual property rights of any third party arising out of the combination between the Software and the other software contained in the Software Developer Kit.

10. SEVERABILITY: In the event that a provision of this Agreement is declared or found to be illegal by any court or tribunal of competent jurisdiction, such provision shall be void with respect to the jurisdiction of that court or tribunal and all the remaining provisions of this Agreement shall remain in full force and effect.

11. CONTROLLING LAW: The terms of this Agreement will be governed and construed in all respects in accordance with the laws and regulations of the State of New South Wales, without reference to choice of law principles. You agree that any litigation, action or proceeding related to this Agreement must be instituted in any state or federal court in the State of New South Wales, and you waive any objection that you may have with respect to jurisdiction, venue or forum.

12. OWNERSHIP: All rights, including, but not limited to, copyrights, trademark and trade secret rights, to the Software and accompanying documentation, belong to Canon. Your use of the Software is subject to the laws of New South Wales, and other applicable copyright and trademark laws, and nothing in this Agreement constitutes a waiver of the rights of Canon and third party licensors under such laws.

13. GENERAL: All notices to be provided under this Agreement shall be in writing and sent via certified or registered mail, return receipt requested. Any failure by Canon to enforce or request strict performance by Developer of any of the provisions of this Agreement shall not constitute a waiver hereof and Canon may, at any time, avail itself of any remedies for any breach of the terms hereof.

14. ACKNOWLEDGMENT: BY CLICKING "I AGREE" AT THE BOTTOM OF THIS PAGE, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTOOD IT, AND AGREE TO BE BOUND BY ITS TERMS. YOU FURTHER AGREE THAT THIS AGREEMENT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF AGREEMENT BETWEEN YOU AND CANON CONCERNING THE SUBJECT MATTER HEREOF WHICH SUPERSEDES ANY PROPOSALS OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATIONS BETWEEN THE PARTIES RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT. NO AMENDMENT TO THIS AGREEMENT SHALL BE EFFECTIVE UNLESS IT IS IN WRITING AND SIGNED BY AN OFFICER OF CANON.

You may not modify, remove or delete any or all copyright notices which are contained in the Software, including any copy thereof, and on the medium of a back-up copy made pursuant to Section 4 above.

Please print a copy of this Software Licence for your records.