COMMERCIAL USER AGREEMENT

ACCESSISOFT SOFTWARE USER'S AGREEMENT

The accompanying proprietary Product is available from AccessiSoft, an enterprise licensed in the State of Washington, having an office in Silverdale, WA 98383. AccessiSoft is delighted by your purchase of the Nemetex Nemeth Back-Translator^TM (together with all associated documentation hereafter known as the "Product").

IMPORTANT-READ CAREFULLY:

THIS SOFTWARE USER'S AGREEMENT IS A LEGAL CONTRACT BETWEEN YOU AND ACCESSISOFT, INTO WHICH YOU WILL ENTER UPON ACCEPTANCE OF THIS AGREEMENT. BY CLICKING ON THE "I ACCEPT THE TERMS OF THE LICENSE AGREEMENT" BOX BELOW DURING THE FIRST ATTEMPT AT RUNNING THIS PRODUCT OR THE FIRST TIME A RENEWAL, UPGRADE, PURCHASE OR EXTENSION OF THIS PRODUCT IS RUN, YOU ARE AGREEING TO BE BOUND BY (AND BECOME A PARTY TO) ALL PROVISIONS OF THIS AGREEMENT ("AGREEMENT") AS SET FORTH IN DETAIL BELOW. IF YOU DO NOT AGREE TO BE BOUND BY (OR BECOME A PARTY TO) ALL PROVISIONS OF THIS AGREEMENT, THEN PERFORM THE FOLLOWING ACTIONS WITHOUT FURTHER USE IN ANY FORM OF THE PRODUCT AND WITHOUT RETAINING ANY COPY (INCLUDING, BUT NOT LIMITED TO, ANY COPY ON ELECTRONIC MEDIA) OF THE PRODUCT: CLICK ON THE "CANCEL" BUTTON, UNINSTALL THE SOFTWARE, AND RETURN THE UNUSED PRODUCT MEDIA TO ACCESSISOFT.

In this agreement, you are referred to as the "Licensee".

NOTICE: THIS ACCESSISOFT SOFTWARE PRODUCT IS THE SOLE PROPERTY OF ACCESSISOFT. THE PRODUCT IS MADE AVAILABLE TO YOU, THE ORIGINAL PURCHASER, SUBJECT TO THE FOLLOWING LICENSE AGREEMENT ("LICENSE") FOR THE SOLE PURPOSE OF USAGE AS DESCRIBED IN THE USER'S GUIDE. PLEASE READ THIS LICENSE CAREFULLY BEFORE USE OF THE PRODUCT. A COPY OF THIS LICENSE IS AVAILABLE FOR YOUR FUTURE REFERENCE IN THE "LICENSE.HTML" FILE PROVIDED WITH THE PRODUCT.

I. DEFINITIONS

Documentation means electronic or hardcopy user documentation created by AccessiSoft relating to the Software.

Effective Date means the date on which the acceptance actions above were taken.

Product means the Documentation and the Software, but only to the extent provided by AccessiSoft to Licensee under this Agreement.

Software means the following object code computer software programs of AccessiSoft: Nemetex Nemeth Back-Translator™, a Java source code Nemeth Braille conversion software tool.

II. LICENSE

2.1 Rights Granted. Subject to the other terms and conditions of this Agreement (e.g. including but not limited to Section 2.2), AccessiSoft grants to Licensee a revocable (in accordance with Section 3.2), non-exclusive, non-transferable, non-sub-licensable license under AccessiSoft’s intellectual property rights to use the Product.

2.2 Limitations on Rights Granted. Licensee shall retain (i.e. shall not remove, alter, deface, obscure or destroy) any and all proprietary and confidential notices and markings (e.g. including but not limited to the AccessiSoft’s trademark, service mark, trade name and copyright notices) on all originals and permitted copies (if any) of the Product.

As between AccessiSoft and Licensee, AccessiSoft and its licensor(s) shall solely own the Product, notwithstanding disclosure to Licensee, and LICENSEE SHALL HAVE NO LICENSE, SUB-LICENSE, RIGHT OR IMMUNITY, EITHER DIRECTLY, INDIRECTLY, OR BY IMPLICATION, ESTOPPEL OR OTHERWISE, TO THE PRODUCT OR UNDER ACCESSISOFT’S INTELLECTUAL PROPERTY RIGHTS, EXCEPT AS MIGHT BE EXPRESSLY PROVIDED TO THE CONTRARY IN A SEPARATE WRITTEN AGREEMENT BETWEEN THE PARTIES. THE LICENSEE EXPRESSLY AGREES THAT ANY FEEDBACK, COMMENTS, DEFICIENCIES, RECOMMENDED IMPROVEMENTS OR JUDGMENTS PROVIDED BY THE LICENSEE TO ACCESSISOFT IN CONJUNCTION WITH THE USE OF THIS SOFTWARE BECOME THE SOLE PROPERTY OF ACCESSISOFT AND SHALL NOT RESULT IN ANY IMPLIED LICENSE, SUBLICENSE, RIGHT OR IMMUNITY, EITHER DIRECTLY, INDIRECTLY, OR BY IMPLICATION, ESTOPPEL OR OTHERWISE, TO THE PRODUCT OR ACCESSISOFT’S INTELLECTUAL PROPERTY RIGHTS. Nothing in this Agreement shall be construed as making the Licensee an employee, agent or legal representative of AccessiSoft.

THE LICENSEE MAY INSTALL AND USE ONE COPY OF THE PRODUCT ON A SINGLE COMPUTER ONLY FOR USE AS DESCRIBED IN THE PRODUCT USER'S GUIDE. THE LICENSEE MAY MAKE ONE BACK UP AND/OR ARCHIVAL COPY OF THE PRODUCT. IF THE LICENSEE REQUIRES USE OF THE PRODUCT ON A DIFFERENT COMPUTER AFTER INSTALLING IT ON ONE COMPUTER, THE PRODUCT SHOULD BE REMOVED FROM THE ORIGINAL COMPUTER USING THE "UNINSTALL" FUNCTION.

An allowed exception to the single user/single computer limit above would be for a license privately owned by an individual and not a business entity, public (d.h., federal, state, county or municipal government, including school districts, colleges or universities, and collective educational units) entity, commercial endeavor, or other collective entity with any form of legal standing. If the Licensee is an individual who owns both a stationary desktop and mobile laptop computer to perform similar functions related to the Product, a single copy of the Product may be installed on both computers with the same license.

Licensee shall not permit any part of the Product to be reproduced, modified, translated, decompiled, disassembled, adapted, reverse engineered, distributed, displayed, downloaded, stored, published, transferred, or otherwise used, in any form or by any means, without AccessiSoft’s prior written permission, except as might be expressly provided to the contrary in a separate written agreement between the parties.

Any non-party licensor of material that is, becomes, or becomes embodied in the Product has a proprietary interest and shall automatically be a third party beneficiary under this Agreement.

The Licensee shall not include the Product or any component thereof in any general-purpose software, library, component, or any other product that is generally competitive with or a substitute for the Product or any other AccessiSoft product offerings; nor shall the Licensee use the Product to create a product or operate a service that is generally competitive with the Product or any other the Licensee product offerings, including any general-purpose software. The foregoing restriction does not apply, however, to the Licensee's use of the Product to develop "plug-ins" (i.e., integrations created using the Product's API) so long as such plug-ins are designed to provide supplementary functionality to the Product.

NOTICE: THE METHOD BY WHICH THE PRODUCT OPERATES AND CONDUCTS CONVERSION IS INTELLECTUAL PROPERTY OWNED BY ACCESSISOFT FOR WHICH A PATENT IS PENDING. ANY USE OF SAID METHOD IN ANY OTHER APPLICATION AS A RESULT OF DE-CODING, DE-COMPILING, REVERSE ENGINEERING OR ANY OTHER MEANS IN THE COURSE OF USE OR EVALUATION OF THE PRODUCT SHALL BE CONSIDERED AN INFRINGEMENT OF ACCESSISOFT'S INTELLECTUAL PROPERTY RIGHTS. The Licensee acknowledges that the Product in source code form remains a confidential trade secret of AccessiSoft and, if obtained by any means, agrees to hold this information in confidence, not disclose it to any person, and not use it for any purpose other than the use and operation of the Product as permitted under this License.

THE LICENSEE AGREES TO TAKE REASONABLE ACTION TO PRECLUDE VIOLATION OF THE OTHER PARAGRAPHS OF THIS SUB-PART (II.2.2).

(i) FOR EXAMPLE, PURSUANT TO THIS AGREEMENT, THE LICENSEE AGREES TO NOT INSTALL THE PRODUCT, ALTER THE PRODUCT, OR CONFIGURE THE PRODUCT TO RUN ON A NETWORK SUCH THAT MULTIPLE USERS CAN USE THE SINGLE COPY INSTALLED IN A CENTRAL LOCATION.

(ii) FOR FURTHER EXAMPLE, PURSUANT TO THIS AGREEMENT, THE LICENSEE AGREES TO NOT POST OR TRANSMIT THE LICENSE KEY ON ANY COMMON-ACCESS VENUE SUCH AS AN INTERNET WEB SITE, LIST-SERVE, SHAREPOINT^® SERVER, INTRANET OR SIMILAR SUCH THAT USERS OTHER THAN THE LICENSEE CAN OBTAIN THE KEY AND EMPLOY IT TO USE THE PRODUCT IN VIOLATION OF THIS AGREEMENT.

(iii) FOR FURTHER EXAMPLE, PURSUANT TO THIS AGREEMENT, THE LICENSEE AGREES NOT TO DISTRIBUTE THE PRODUCT OR ANY ASSOCIATED LICENSE KEY AT A PUBLIC VENUE SUCH AS A CONFERENCE OR TRADE SHOW WITHOUT PRIOR WRITTEN AUTHORIZATION FROM ACCESSISOFT.

III. TERM AND TERMINATION

3.1 Term. This Agreement shall become effective immediately upon acceptance by the Licensee and will terminate only upon complete removal of the product from all Licensee's computer, disposal of media containing the product or back-up copies thereof in Licensee’s possession, and return to AccessiSoft by certified mail any and all versions of the product provided on fixed media (CD-ROM, etc.).

3.2 Effect of Termination. Upon termination of this Agreement, Licensee’s licenses and rights under this Agreement shall automatically terminate, and Licensee shall, upon request by AccessiSoft, certify in writing to AccessiSoft that all such originals and copies have been so returned or destroyed.

3.3 Termination for Cause. AccessiSoft may terminate this License if the Licensee breaches any prescribed obligations hereunder. AccessiSoft will effect such termination by giving the Licensee notice of termination, specifying therein the alleged breach. If the Licensee's breach is curable, the Licensee will have a grace period of thirty (30) days after such notice is served to cure the breach described therein. If the breach is cured within the thirty (30) day grace period, then this License will remain in effect; otherwise, this License will automatically terminate upon the conclusion of the thirty (30) day grace period.

IV. FEES AND PAYMENT

On the Effective Date, Licensee shall pay to AccessiSoft the advertised price of the Product as published on www.accessisoft.com on the Effective Date, plus all applicable taxes, shipping and handling charges as consideration for the licenses and rights granted in this Agreement.

V. RESTRICTIONS

Commercial Licensees are hereby authorized to disclose to, and to allow access to, the Product only to its employees subject however to the condition that the Licensee has in place with each such employee an agreement sufficient to require such employee to treat the Product in accordance with the provisions of this Agreement.

For a period of five (5) years after the Effective Date, (a) Licensee shall exercise the same care and discretion (but no less than a commercially reasonable degree of care and discretion) to prevent and restrain the unauthorized or inadvertent use, disclosure, delivery, publication, dissemination or reproduction of the Product as Licensee employs with respect to its own information of similar importance that it does not wish to have used, disclosed, delivered, published, disseminated or reproduced, and (b) Licensee shall use the Product only in the performance of activities authorized under this Agreement, and shall refrain from any other use of the Product without AccessiSoft’s prior written consent.

Licensee represents, warrants, agrees and certifies that it shall comply with the United States Foreign Corrupt Practices Act (regarding, among other things, payments to government officials) and all export laws and rules and regulations of the United States Department of Commerce or other United States or foreign agency or authority, as amended now or in the future, and shall not (and shall not knowingly permit any non-party to), directly or indirectly, import, export, re-export, or transship any portion of the Product licensed under this Agreement in violation of any such laws, rules or regulations.

VI. DISCLAIMERS AND LIMITATIONS

THE PRODUCT IS PROVIDED ON AN "AS IS" BASIS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, ANYTHING (E.G. INCLUDING BUT NOT LIMITED TO THE PRODUCT) PROVIDED BY ACCESSISOFT IN RELATION TO THIS AGREEMENT IS PROVIDED "AS IS", WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND, AND ACCESSISOFT HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES, IRRESPECTIVE OF WHETHER EXPRESS, IMPLIED, STATUTORY, ARISING BY CUSTOM OR TRADE USAGE OR OTHERWISE, INCLUDING FOR EXAMPLE BUT NOT LIMITED TO: (a) WARRANTIES OF NON-INFRINGEMENT, (b) IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND (c) WARRANTIES THAT ANY MATERIAL OR SERVICE (E.G. INCLUDING BUT NOT LIMITED TO THE PRODUCT) WILL (i) MEET THE REQUIREMENTS OF LICENSEE, (ii) OPERATE IN THE COMBINATIONS WHICH MAY BE SELECTED FOR USE BY LICENSEE, AND (iii) OPERATE UNINTERRUPTED OR ERROR FREE.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, ACCESSISOFT SHALL NOT BE LIABLE UNDER THIS AGREEMENT FOR ANY DIRECT, SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES OF ANY KIND AS A RESULT OF USING THE PRODUCT. THE LICENSEE EXPRESSLY AGREES TO HOLD ACCESSISOFT HARMLESS FOR ANY DAMAGES, EITHER TO THE LICENSEE OR AN END-USER OF THE LICENSEE'S CONVERTED DOCUMENT, RESULTING FROM INACCURATE CONVERSIONS FROM NEMETH BRAILLE MATH TO STANDARD PRINT MATHEMATICAL EXPRESSIONS.

IN NO EVENT SHALL ACCESSISOFT’S AGGREGATE LIABILITY UNDER THIS AGREEMENT, OR RELATING TO THE PRODUCT, EXCEED ALL AMOUNTS PAID BY LICENSEE TO ACCESSISOFT DURING THE PERIOD IN WHICH EVENTS GIVING RISE TO SUCH LIABILITY OCCURRED, IRRESPECTIVE OF LEGAL THEORY (E.G. TORT, CONTRACT OR OTHERWISE). A REFUND OF SUCH AMOUNTS SHALL BE LICENSEE’S EXCLUSIVE REMEDY UNDER THIS AGREEMENT.

ALL PROVISIONS OF THIS SECTION VI ARE A MATERIAL CONDITION OF (AND CONSIDERATION FOR) THIS AGREEMENT.

VII. GENERAL TERMS

If any portion of this Agreement is determined to be or becomes unenforceable or illegal, then such portion shall be reformed or eliminated to the extent necessary for this Agreement to be enforceable and legal, and the remainder of this Agreement shall remain in effect in accordance with its provisions as modified by such reformation or elimination.

No breach or provision of this Agreement shall be deemed waived, modified or excused, unless such waiver, modification or excuse is in writing and signed by an authorized agent of the waiving, modifying or excusing party. The failure by (or delay of) either party in enforcing (or exercising) any of its rights under this Agreement (a) shall not be deemed a waiver, modification or excuse of such right or of any breach of the same or different provision of this Agreement and (b) shall not prevent a subsequent enforcement (or exercise) of such right.

This Agreement shall be deemed entered into in the State of Washington and shall be governed by and construed and interpreted under the laws of the State of Washington that apply to contracts executed in and performed entirely within the State of Washington, without reference to any rule of choice (or conflict) of laws. With respect to any suit, action or other proceeding arising from (or relating to the relationship created by) this Agreement, the parties hereby agree to non-exclusive personal jurisdiction and venue of the United States District Court for the Western District of Washington (and any Washington State Court within King. Pierce or Kitsap Counties, Washington). The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.

THIS AGREEMENT CONSTITUTES THE COMPLETE AND ENTIRE UNDERSTANDING AND AGREEMENT OF ALL TERMS, CONDITIONS AND REPRESENTATIONS BETWEEN THE LICENSEE AND ACCESSISOFT WITH RESPECT TO THE PRODUCT AND MAY BE MODIFIED ONLY IN WRITING BY ACCESSISOFT. No term or condition contained in any sales document or proposal which conflicts with the terms and conditions of this Agreement will apply unless expressly accepted by AccessiSoft in writing. Failure to prosecute a party's rights will not constitute a waiver of any other breach.

The Licensee shall not remove, modify or alter any of AccessiSoft's copyright, trademark or proprietary rights notices from any part of the Product, including but not limited to any such notices contained in the physical and/or electronic media or documentation, in the Setup Wizard dialogue or "About" boxes, in any of the runtime resources and/or in any web-presence or web-enabled notices, code or other embodiments originally contained in or otherwise created by the Product, or in any archival or back-up copies, if applicable.

The Licensee shall not, by operation of law or otherwise, transfer any license rights or other interests in the Product. The Licensee shall not transfer any license rights or other interests in any other Software, unless (a) The Licensee permanently and wholly transfers all rights under this Agreement; (b) The Licensee retains no copies (whole or partial); (c) The Licensee permanently and wholly transfers all of the Product (including component parts, media, printed materials, upgrades, prior versions, and authenticity certificates); and (d) the transferee agrees to abide by all the terms of this Agreement.

U.S. Government Restricted Rights. The Product is provided as "Commercial Computer Software" or "restricted computer software". Use, duplication, or disclosure by the U.S. Government or a U.S. Government subcontractor is subject to the restrictions set forth in 48.C.F.R. Section 12.212 or 48 C.F.R 227.2702, as applicable or successor provisions. The manufacturer is AccessiSoft, P.O. Box 2168, Silverdale, WA 98383-2168 USA.

U. S. Export Restrictions. The Licensee will fully comply with all relevant export laws and regulations, including but not limited to the U.S. Export Administration Regulations and Executive Orders ("Export Controls"). You warrant that you are not a person, company or destination restricted or prohibited by Export Controls ("Restricted Person"). The Licensee shall not, directly or indirectly, export, re-export, divert, or transfer the Software, any portion thereof or any materials, items or technology relating to AccessiSoft's business or related technical data or any direct product thereof to any Restricted Person.

If the Licensee is subject to Canadian law, the Licensee agree to the following: The parties hereto have expressly required that the present License and its Exhibits be drawn up in the English language. / Les parties auxprésentes, ont expressément exigé que la présente Convention et ses Annexes soient rédigées en langue anglaise.

This Agreement, including its accompanying terms, conditions, Schedules and Exhibits, constitutes the sole and exclusive terms and conditions between the parties relating to the subject matter hereof and supersedes all prior discussions, writings, negotiations, understandings and agreements with respect thereto and shall not be amended except by a written amendment that is completely executed and delivered by authorized agents of both parties. BY CLICKING ON THE "I ACCEPT THE TERMS OF THE LICENSE AGREEMENT" BOX BELOW DURING THE FIRST ATTEMPT AT RUNNING THIS PRODUCT OR THE FIRST TIME A RENEWAL, UPGRADE, PURCHASE OR EXTENSION OF THIS PRODUCT IS RUN, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD AND AGREED TO THIS AGREEMENT AS BEING EFFECTIVE FOR ALL PURPOSES AS OF THE EFFECTIVE DATE.

SharePoint^® is a registered trademark of Microsoft Corporation.

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