Software License Agreement

ACCUSOFT CORPORATION

PRIZM CONTENT CONNECT 'SHRINK-WRAP' LICENSE AGREEMENT

PLEASE READ THE FOLLOWING LICENSE AGREEMENT ("AGREEMENT") WHICH GOVERNS YOUR RIGHT TO USE OF PRIZM CONTENT CONNECT ("PROGRAM"). YOU MUST ACCEPT THESE TERMS BEFORE YOU ARE ALLOWED TO INSTALL THE PROGRAM. YOU EXPRESSLY AGREE THAT YOU HAVE THE AUTHORITY TO CONTRACTUALLY BIND THE ORGANIZATION OR ENTITY YOU REPRESENT ("LICENSEE") TO BE BOUND BY THESE TERMS.

BY CHECKING THE "I ACCEPT THE TERMS IN THE LICENSE AGREEMENT" CHECKBOX AND CONTINUING WITH THE INSTALLATION BY PUSHING THE "NEXT" BUTTON, YOU AND LICENSEE AGREE TO BE BOUND BY THIS AGREEMENT.

1. Background. Accusoft Corporation, a Florida corporation ("Accusoft") is the owner of all right, title, and interest in the software system known as Prizm Content Connect ("Program"). LICENSEE desires to receive and use a copy of Program under the terms and conditions stated herein, for the sole purpose of evaluating the Program (the "Purpose"), and not for any commercial usage, or LICENSEE has purchased license codes from Accusoft and has either, entered into a separate license agreement with Accusoft governing LICENSEE's other use of Program, or LICENSEE has received, acknowledges and accepts the terms of a license certificate associated with LICENSEE's purchase of license codes and governing LICENSEE's other use of Program.

2. Evaluation Mode and Licensed Mode

Default Installation - Evaluation Mode (or Trial Licensing)

The Program installation installs Program in Evaluation Mode. This allows you to test all Program features and functions. Images may be displayed with a watermark on them and occasionally dialogs may be posted reminding you that Program is in evaluation mode. Printed, exported and e-mailed images may also display a watermark. This Evaluation Mode license expires after 30 days at which time Program will cease operating. If your evaluation is not complete at that time, please contact sales@accusoft.com to see if your Evaluation Mode license time can be extended.

Changing from Evaluation Mode to Licensed Mode

License codes may be purchased at www.accusoft.com or through sales@accusoft.com. Once purchased, license codes will be sent to the purchaser via e-mail. Detailed licensing instructions are provided in the email you will receive. LICENSEE's rights as to the number of installations and scope and term of use are governed by solely by the amount purchased and LICENSEE is required to purchase the appropriate number of installation licenses PRIOR TO SUCH INSTALLATIONS or obtain a separate written and fully executed license agreement prior to deploying applications which include PROGRAM.

Accusoft software applications, including Program, are limited to use on a single computer. No runtimes or copies may be installed or distributed unless that installation or distribution is granted by a direct license from Accusoft. These 'license agreements' provide the terms and limits of number of copies and usage.

All prospective customers have every opportunity to evaluate Accusoft's products including Program prior to purchasing. Accusoft fully supports and warrants its code and its pricing of Program reflects those support and warranty costs.

3. Evaluation Mode Limited License. In Evaluation Mode, Accusoft grants to LICENSEE only a limited, nontransferable, nonexclusive and non-assignable license to evaluate the Program on a single computer for a thirty (30) day period and as may be extended by Accusoft on LICENSEE's request ("Term") beginning on the date of download of the Program, for the sole purpose of evaluating the Program (the "Purpose"), and not for any commercial usage. For clarity, LICENSEE may only install and use the Program on a single computer, and may only use it in an internal testing or proof-of-concept environment. LICENSEE IS NOT PERMITTED TO INSTALL AND USE THE PROGRAM IN A PRODUCTION ENVIRONMENT. Either party may terminate this Agreement for convenience prior to the end of the Term on one day's written notice (email notice is acceptable) to the other party. LICENSEE shall have no right to, and shall not assign this Agreement whether by transfer, assignment, merger or otherwise.

4. Commercial License. License codes may be purchased at www.accusoft.com or through sales@accusoft.com. If a separate license agreement is entered into between Accusoft and LICENSEE at that time, then the terms of that agreement and the Term of that agreement shall govern if different from the terms and Term of this AGREEMENT. If a separate license agreement is not entered into at that time, then LICENSEE will receive a license certificate with the license codes. That license certificate governs LICENSEE's rights as to use, copying, and distribution. The terms of that license certificate and the Term of that license certificate shall govern if different from the terms and Term of this AGREEMENT.

5. Error and Usage Reporting. LICENSEE acknowledges that Program includes an Error and Usage Reporting mechanism that may automatically exchange error and usage information with an Accusoft server or servers over the Internet when a connection to the Internet is available.

6. Ownership. LICENSEE acknowledges and agrees that Accusoft owns all right, title and interest in the Program, in all forms, including without limitation any and all worldwide proprietary rights therein, including but not limited to trademarks, copyrights, patent rights, patent continuations, trade secrets and confidential information.

7. Restrictions and Reservations. All rights and licenses not expressly granted to LICENSEE are reserved to Accusoft. LICENSEE shall not disassemble, decompile, decrypt or reverse engineer (except reverse engineering for the purpose of debugging modifications made by LICENSEE to LGPL-licensed portions of the Program) the Program or in any manner attempt to discover or reproduce the source code or any other copyrightable aspect of the Program, or any portion thereof. With an Evaluation Mode Limited License:

a. LICENSEE is strictly prohibited from reproducing, copying, marketing, selling, distributing, licensing, sublicensing, leasing, timesharing or renting the Program or any component thereof, and

b. LICENSEE is strictly prohibited from any commercial use of the Program, and such actions are expressly prohibited, and

c. LICENSEE is strictly prohibited from incorporating or including the Program or any component thereof, in whole or part, into or as part of any product or service of LICENSEE regardless of functionality of Program (or lack thereof) within or as part of such product or service, and

d. LICENSEE is strictly prohibited from using the Program, directly or indirectly, in developing LICENSEE's own product with, or including, similar functionality, and

e. LICENSEE shall not make any copies of the Program for any purpose whatsoever.

8. Warranty Disclaimer. LICENSEE ACKNOWLEDGES AND AGREES THAT THE PROGRAM IS PROVIDED "AS IS." ACCUSOFT DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND AGAINST INFRINGEMENT.

9. Limitation of Liability. ACCUSOFT SHALL HAVE NO LIABILITY TO LICENSEE, LICENSEE AFFILIATES, SUBSIDIARIES, SHAREHOLDERS, OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES OR ANY THIRD PARTY, WHETHER IN CONTRACT, TORT, NEGLIGENCE OR PRODUCTS LIABILITY, FOR ANY CLAIM, LOSS OR DAMAGE, INCLUDING BUT NOT LIMITED TO, LOST PROFITS, LOSS OF USE, BUSINESS INTERRUPTION, LOST DATA, LOST FILES, OR FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND OR NATURE WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH USE OF OR INABILITY TO USE THE PROGRAM, OR THE PERFORMANCE OR OPERATION OF THE PROGRAM, EVEN IF ACCUSOFT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10. Indemnification by LICENSEE. LICENSEE SHALL INDEMNIFY, HOLD HARMLESS AND DEFEND ACCUSOFT FOR ANY LOSS, CLAIM, ACTION OR PROCEEDING THAT ARISES OR RESULTS FROM ANY ACTIONS OR OMISSIONS OF LICENSEE PERTAINING TO THE PRODUCT.

11. Termination. This Agreement and the limited license shall expire at midnight on the last day of the Term. This Agreement shall also terminate immediately upon LICENSEE'S breach of any provision of this Agreement. Upon expiration or termination of the Term or any other termination, LICENSEE shall have no license or rights whatsoever in or regarding the Program, shall immediately cease to use the Program, and shall uninstall the Program from LICENSEE's and any other computers, and shall destroy all copies of the Program, unless LICENSEE has entered into a separate written license for the Program signed by an authorized representative of Accusoft. In the event of any termination for any reason all sections of this Agreement survive except Section 2. Limited License.

12. Confidentiality. LICENSEE acknowledges that the Program contains Accusoft know-how, confidential and trade secret information ("Proprietary Information"). LICENSEE agrees: (a) to hold the Proprietary Information in the strictest confidence, (b) not to, directly or indirectly, copy, reproduce, distribute, manufacture, duplicate, reveal, report, publish, disclose, cause to be disclosed, or otherwise transfer the Proprietary Information to any third party, (c) not to make use of the Proprietary Information other than for the Purpose, and (d) to disclose the Proprietary Information only to LICENSEE's representatives requiring such material for effective performance of this Agreement and who have undertaken an obligation of confidentiality and limitation of use consistent with this Agreement. This obligation shall continue as long as allowed under applicable law.

13. Injunctive Relief. LICENSEE agrees that any violation or threat of violation of this Agreement will result in irreparable harm to Accusoft for which damages would be an inadequate remedy. Therefore, in addition to its rights and remedies available at law (including but not limited to the recovery of damages for breach of this Agreement), Accusoft shall be entitled to immediate injunctive relief to prevent any violation of Accusoft's copyright, trademark, trade secret rights regarding the Program, or any violation of this Agreement, including, but not limited to, unauthorized use, copying, distribution or disclosure of or regarding the Program, as well as any other equitable relief as the court may deem proper under the circumstances.

14. Liquidated Damages. In the event LICENSEE other than as granted by this AGREEMENT and other than granted by a separate license agreement or license certificate (a) copies the Program, (b) uses the Program for any reason other than the Purpose, (c) installs or uses the program on more than a single computer, (d) incorporates or includes the Program or any component thereof, in whole or part, into or as part of any product or service of LICENSEE, or (e) otherwise violates or breaches this Agreement or separate license agreement or license certificate, LICENSEE agrees that Accusoft is entitled to obtain as liquidated damages and not as a penalty the then current published quantity one list price for each unlicensed copy of Program distributed, copied or installed other than as granted by this AGREEMENT or other agreement. THE LICENSEE EXPRESSLY AGREES THAT THE FOREGOING LIQUIDATED DAMAGES ARE NOT A PENALTY.

15. No Reduced Pricing. In any determination of Accusoft's damages (whether liquidated damages or actual damages), or any determination of any licensing fees or royalties due Accusoft under this Agreement due to a breach by LICENSEE hereunder, LICENSEE shall not be entitled to any discounts (volume or otherwise) or reduced licensing fees or royalties. The foregoing sentence shall be applicable unless LICENSEE has negotiated and entered into a written, signed agreement with Accusoft for such reduced or discounted licensing fees or royalties and paid Accusoft such fees or royalties in advance of any: (a) distribution of the Program, (b) copying of the Program, or (c) incorporation or use of the Program in or pertaining to any product or service. Further, LICENSEE agrees that it shall not be entitled to reduced licensing fees or royalties when determining Accusoft's damages due to any undertaking or activity by LICENSEE regarding the Program outside of or exceeding the scope of permission or Purpose of this Agreement, or LICENSEE's actions otherwise in violation of this Agreement, other than as may be granted by a separate license agreement or license certificate.

16. Attorneys' Fees and Costs. In the event of any lawsuit or other proceeding brought as a result of any actual or alleged breach of this Agreement, to enforce any provisions of this Agreement, or to enforce any intellectual property or other rights in or pertaining to the Program, the prevailing party shall be entitled to an award of its reasonable attorneys' fees and costs, including the costs of any expert witnesses, incurred at all levels of proceedings.

17. Governing Law. This Agreement shall be construed, governed and enforced in accordance with the laws of the State of Florida, without regard to any conflicts of laws rules. Any action related to or arising out of this Agreement will be filed brought solely in the state court sitting in Hillsborough County, Florida or in the federal courts in the Middle District of Florida, Tampa Division, and LICENSEE consents to the exclusive jurisdiction and venue of said courts.

18. Severability. If any provision of this Agreement is determined to be invalid by any court of final jurisdiction, then it shall be omitted and the remainder of the Agreement shall continue to be binding and enforceable. In addition, the Court is hereby authorized to enforce any provision of the Agreement that the Court otherwise deems unenforceable, to whatever lesser extent the Court deems reasonable and appropriate, rather than invalidating the entire provision. Without limiting the generality of the foregoing, LICENSEE expressly agrees that should LICENSEE be found to have breached the Agreement, under no circumstances shall LICENSEE be entitled to any volume or other discount, or reduced licensing fee or royalty in the determination of Accusoft's damages, or otherwise in the determination of any licensing fee or royalty owed to Accusoft.

19. Government Rights. The Program and accompanying documentation have been developed at private expense and are sold commercially. They are provided under any U.S. government contracts or subcontracts with the most restricted and the most limited rights permitted by law and regulation. Whenever so permitted, the government and any intermediaries will obtain only those rights specified in Accusoft's standard commercial license. Thus, the Program referenced herein, and the documentation provided by Accusoft hereunder, which are provided to any agency of the U.S. Government or U.S. Government contractor or subcontractor at any tier shall be subject to the maximum restrictions on use as permitted by FAR 52.227-19 (June 1987) or DFARS 227.7202-3(a) (Jan. 1, 2000) or successor regulations. Manufacturer is Accusoft Corporation, 4001 N. Riverside Drive Tampa, FL 33603.

20. Entire Agreement. This Agreement represents the entire understanding of the parties concerning the subject matter hereof and supersedes all prior communications and agreements, whether oral or written, relating to the subject matter of this Agreement. Only a writing signed by the parties may modify this Agreement. In the event of any modification in writing, of this Agreement, including an expanded license agreement, all sections of this Agreement survive except Section 2. Evaluation Mode Limited License and Section 4. Commercial License.

21. Contact Us. Should you have any questions concerning this Agreement, or if you need to modify this Agreement, or if you have an Evaluation Mode Limited License and you need to use Program for a different purpose than Purpose such as a commercial purpose, or if you desire to contact Accusoft for any question or reason, please contact Accusoft at 1-813-875-7575 or at sales@accusoft.com.