LECTORAź INSPIRE, Version 11 LICENSE AGREEMENT I. By opening the package and installing the LECTORAź INSPIRE software, you indicate acceptance of the following LECTORAź INSPIRE License Agreement. NOTICE TO USER: IMPORTANT THIS IS A CONTRACT. PLEASE READ IT CAREFULLY. THIS SOFTWARE PRODUCT IS LICENSED, NOT SOLD. BY INDICATING YOUR ACCEPTANCE, YOU ACCEPT ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT, DECLINE WHERE INSTRUCTED, AND YOU WILL NOT BE ABLE TO USE THE SOFTWARE. IF YOU DO NOT ACCEPT THIS AGREEMENT AND HAVE PROOF OF PAYMENT, YOU MAY RETURN THE UNUSED SOFTWARE TO THE LOCATION AT WHICH YOU ACQUIRED IT WITHIN THIRTY (30) DAYS OF RECEIPT FOR A REFUND OF SUCH LICENSE FEE. II. INTRODUCTION This is an agreement between Trivantis Corporation, 311 Elm Street, Suite 200, Cincinnati, OH 45202 ("Licensor"), owner of the LECTORAź INSPIRE software, and you (either an individual or single entity) ("Licensee"), for the purposes of specifying the conditions under which Licensee will use the software. III. DEFINITIONS "Program" shall mean the proprietary computer software program entitled "LECTORAź INSPIRE," an authoring and publishing computer program, and associated support files. "Agreement" shall mean this software license agreement. IV. LICENSE GRANT Licensor hereby grants to Licensee, and Licensee hereby accepts, subject to the terms and conditions set forth in this Agreement, a non-exclusive and nontransferable license to use the Program as set forth in this Agreement. The term "license" as used in this Agreement shall mean and include: a. The right to use the licensed copy of the Program in executable form by one user on one computer. b. The right to publish all content created using the Program during the term of this license without payment of royalty to the Licensor. In accepting the license granted by Licensor, Licensee agrees that it shall NOT: a. transfer or allow the transfer of copies of the Program except as set forth in this Agreement; or b. attempt to disassemble, decompile or reverse engineer the Program; or c. use, run, manipulate, install or implement the Program, in whole or in part, in any manner that has the effect of overriding, modifying, eliminating, obscuring, altering, or de-emphasizing the visual appearance of any trademark, trade name or intellectual property notice that may appear in the output product generated by the Program, or that appears on any computer display screens normally generated by, or as a result of, the Program. Licensor retains any rights not expressly granted to Licensee. V. ENHANCEMENTS, UPDATES Licensor may make available for purchase to Licensee licensed updates and/or enhancements to the Program that are available during the term of this Agreement. Use of all such updates and enhancements by Licensee shall be subject to the terms and conditions of this Agreement, unless superceded by a license agreement that is available with any such update or enhancement. VI. TERM OF LICENSE The term of this Agreement shall commence as of the date the Program is shipped by Licensor to Licensee. Licensor may terminate the license granted under this Agreement only for breach of this Agreement by Licensee, as set forth in Section VII, below. VII. TERMINATION OF AGREEMENT In the event of a breach or default by either party or such party's agent or representative, of any provision of this Agreement, the other party may terminate this Agreement upon thirty (30) days written notice. Upon termination of the Agreement, the Licensee and all users shall either destroy all licensed copies of the Program, and all backups, or return them to Licensor, or Licensee may remove the Program or disable it. This obligation shall survive the termination of this Agreement. VIII. COPYRIGHT AND PROPRIETARY INFORMATION Licensee acknowledges that the Program and any on-line help and other supporting documentation constitutes valuable property of Licensor and that all title and ownership rights in the Program and related materials remain exclusively with Licensor. Licensee shall own the content created using the Program, and shall have the right to distribute, copy, modify and use content constructed with the Program. Licensor reserves all rights with respect to the Program and on-line help and other supporting documentation under all applicable laws for the protection of proprietary information, including, but not limited to, trade secrets, copyrights, trademarks and patents. Licensee is responsible for all content created using the Program and shall defend, indemnify and hold harmless the Licensor from any claims that the Licensee improperly used any protected materials or proprietary information in preparing its content, including but not limited to photographs, pictures, logos, words and so forth. Licensee shall not cause or permit unauthorized copying, reproduction or disclosure of any portion of the Program, or any corresponding instructions, manuals, or other documentation, or the delivery or distribution of any part thereof to any third person or entity, for any purpose whatsoever, without the prior written permission of Licensor, except as permitted in this Agreement. This restriction shall continue to bind Licensee and its agents and representatives beyond the termination of this Agreement. IX. WARRANTY The Program is warranted to operate on a Microsoft Windows NT, 2000, ME or XP platform with a minimum MPC level 2 capability, and within any browser that supports HTML 4.0. X. DISCLAIMER OF WARRANTIES/LIMITATION OF LIABILITY LICENSEE ACCEPTS THE PROGRAM "AS IS." EXCEPT AS SET FORTH IN THIS AGREEMENT, LICENSOR DISCLAIMS ANY AND ALL WARRANTIES AND CONDITIONS, EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE WARRANTY OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. LICENSOR SHALL NOT BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, CONTINGENT, EXEMPLARY OR SPECIAL DAMAGES INCLUDING LOST PROFITS, LOSS OF INFORMATION, LOSS OF GOODWILL, BUSINESS INTERRUPTION, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE). LICENSOR DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE PROGRAM WILL MEET LICENSEE'S REQUIREMENTS, OR THAT THE OPERATION OF THE PROGRAM WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE PROGRAM WILL BE CORRECTED. Licensor accepts no responsibility for the operation or performance of the Program. Good data processing procedure dictates that any computer program be thoroughly tested with non-critical data before relying on it. The entire risk of use and consequences of use of the Program is completely on the Licensee and Licensor shall not be liable in any respect for any claims, loss or injury alleged to have resulted from use of or in reliance on the Program. In this respect, Licensee shall completely indemnify and defend Licensor for any such claim, loss or injury. IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY INTERRUPTION OR USE OR ANY LOSS OF, INACCURACY IN, OR DAMAGE TO, DATA OR RECORDS. NOTICE: THE PROGRAM IS NOT DESIGNED, MANUFACTURED, OR INTENDED FOR USE OR RESALE IN CONNECTION WITH OPERATIONS THAT ARE MISSION CRITICAL TO LICENSEE, OR COULD LEAD TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE. Licensee acknowledges that it has read the foregoing disclaimers of warranty and limitation of liability and understands that Licensee assumes the entire risk of use of the Program. XI. EXPORT RESTRICTIONS Licensee agrees to not export or re-export this SOFTWARE PRODUCT to any country, person, entity or end user subject to U.S.A. export restrictions. Restricted countries currently include, but are not necessarily limited to Cuba, Iran, Iraq, Libya, North Korea, Sudan, and Syria. Licensee warrants and represents that neither the U.S.A. Bureau of Export Administration nor any other federal agency has suspended, revoked or denied its export privileges. XII. ENTIRE AGREEMENT This Agreement constitutes the entire agreement between the parties and may only be modified in a writing signed by both parties to the Agreement. XIII. MISCELLANEOUS This Agreement shall be governed and construed in accordance with the laws of the State of Ohio. This Agreement may only be modified in a writing signed by both parties to the Agreement. This product includes software developed by the Apache Software Foundation (http://www.apache.org/), Copyright © 1999-2000 The Apache Software Foundation. All rights reserved. This product includes software developed by Wintertree Software Inc. Sentry Spelling Checker Engine & Dictionary, Copyright © 1993-1999 Wintertree Software Inc. All rights reserved.