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<p>Accusoft Corporation Annual Software License Agreement Prizm Content Connect tm This Accusoft Corporation (“AC”) Annual Software License Agreement (“Agreement”) grants you (the individual or entity accepting responsibility of this Agreement), hereafter “LICENSEE”, in exchange for your acceptance of this Agreement and your payment in full of license fees due, a limited, nonexclusive, nontransferable, nonassignable right and license to install and use Prizm Content Connect (“PCC”), on up to three servers only , for a purpose that does not derive revenue from fees, commissions or advertising of any kind, either directly or indirectly, or even by a use of PCC to add value within, or adjunct to, a revenueproducing service or application (“PURPOSE”). This Agreement grants only these rights, only to LICENSEE, only for PCC and only for PURPOSE. This Agreement does not grant any rights of installation, use or distribution of any other AC product or technology. LICENSEE agrees that PCC is provided "as is" and LICENSEE assumes all responsibility for evaluating and testing the suitability of PCC for PURPOSE. Therefore LICENSEE assumes all liabilities for its use of PCC within its operations and with regard to any use of PCC by LICENSEE's endusers. Except as modified by this Agreement, LICENSEE agrees to the terms of the Prizm Content Connect “Shrink Wrap” License Agreement that must be accepted for the PCC installer to complete and which is incorporated herein by reference. This Agreement begins the date the corresponding license fees are paid and ends one year later unless renewed by prior payment in full of renewal license fees due or also ends in the event AC receives written notice from LICENSEE that PCC has been removed from all LICENSEE servers and that PCC is no longer used by LICENSEE or if a Material Breach of Agreement has occurred (“Term”). A “Material Breach” has occurred if LICENSEE installs or uses PCC other than as granted above or fails to perform any LICENSEE obligation specified by this Agreement. During Term, LICENSEE is entitled to full support and all upgrades of PCC for one primary contact and one backup contact. During Term, AC warrants to LICENSEE that PCC will operate substantially in accordance with the documentation unless the failure to perform is caused in whole or in part by improper, unauthorized, or negligent use, modification or operation by LICENSEE. AC does not warrant that operation of PCC will be error free or uninterrupted, or that all nonconformities can be corrected. During Term, in the event PCC does not behave as warranted, AC will exercise commercially reasonable efforts in its sole discretion to (i) correct the nonconformity, (ii) replace the nonconforming PCC or (iii) refund monies paid for the nonconforming items. This Agreement shall be governed by and construed in accordance with the substantive laws of the State of Florida, without regard to conflicts of law. Any action related to or arising out of the Agreement, or any amendment to the Agreement shall be brought solely in the state court sitting in Hillsborough County, Florida or the federal courts in the Middle District of Florida, Tampa Division. The parties hereby waive any objections to jurisdiction or venue in any proceeding before such courts and consent to the personal jurisdiction of such courts. The rights specified herein are in addition to any and all other rights either party has under applicable law. The prevailing party in any dispute shall be entitled to recovery of its attorneys’ fees and other expenses incurred in the dispute. 1 </p>
