Cerience Corporation grants you a nonexclusive right to use its accompanying RepliGo Viewer software product and related documents (the Software) in the terms and conditions provided as follow:

END-USER LICENSE

Any other usages, such as delivering services on a network, are strictly prohibited. You are not authorized to integrate or use the Software with any other software or enhancement that programmatically interfaces with the Software to embed the viewer in the other software without prior consent of Cerience Corporation. You may not use the program for any unlawful purpose, including infringement of the copyrights or other proprietary rights of others, or in any illegal manner or for creation or distribution of illegal content. You agree to indemnify Cerience for any and all claims arising from any violation by you of the terms of this End-User License.

COPYRIGHT

The Software is owned by Cerience Corporation and/or its suppliers, and is protected by U.S. and international copyright laws. You may not copy the Software except as set forth in the "End-User License" section. Any copies that you are permitted to make pursuant to this Agreement must contain the same copyright and other proprietary notices that appear on or in the Software. You may not modify or translate the program or related documentation without the prior written consent of Cerience. You may not modify, translate, reverse engineer, decompile, disassemble, or create derivative works based on the Software, except to the extent such foregoing restriction is expressly prohibited by applicable law. VIOLATION OF COPYRIGHT IS A SERIOUS OFFENSE, PUNISHABLE BY MONETARY PENALTIES AND POSSIBLE IMPRISONMENT.

EXCLUSION OF WARRANTY

THIS PROGRAM IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE, ALL OF WHICH CERIENCE SPECIFICALLY DISCLAIMS, TO THE MAXIMUM EXTENT PERMITTED BY LAW. THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE OF THE PROGRAM IS ASSUMED BY YOU. SHOULD THE PROGRAM PROVE DEFECTIVE, YOU (AND NOT CERIENCE OR ITS DISTRIBUTORS OR DEALERS) ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION. CERIENCE DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE PROGRAM WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION OF THE PROGRAM WILL BE UNINTERRUPTED OR ERROR FREE.

NEITHER CERIENCE NOR ANYONE ELSE WHO HAS BEEN INVOLVED IN THE CREATION, PRODUCTION, OR DELIVERY OF THIS PROGRAM SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES, LOST PROFITS, BUSINESS INTERRUPTION OR LOSS OF INFORMATION ARISING OUT OF THE USE, THE RESULTS OF USE, OR INABILITY TO USE SUCH PROGRAM, OR DAMAGE OF LOSS CAUSED BY THE PROGRAM, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR CLAIM. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, CERIENCE'S ENTIRE LIABILITY AND YOUR EXCLUSIVE REMEDY IN THE EVENT OF A BREACH OF CERIENCE'S OBLIGATIONS IS LIMITED TO A REFUND OF ANY LICENSE FEE YOU ACTUALLY PAID TO CERIENCE FOR THIS PROGRAM.

TERM

The End-User License is effective until terminated. You may terminate an End-User License by destroying the program and documentation and all copies thereof. The End-User License is conditioned upon your continued compliance with the Agreement and will terminate automatically and irrevocably if you fail to comply with any term or condition of this Agreement. Trial and evaluation licenses terminate automatically at the end of the trial and evaluation period. Upon any termination you agree to destroy all copies of the program and documentation in your possession or control.

EXPORT LAWS

You agree and certify that neither the software nor any other technical data received from Cerience, nor the direct product thereof, will be exported outside the United States (i) into any country (or to a national or resident of any such country) as to which the U.S. has embargoed goods, (ii) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Deny Orders, or (iii) otherwise in violation of or as prohibited by the laws, rules, regulations or administrative orders of the United States, or any unit, agency or department thereof. By opening or downloading the software, you are agreeing to the foregoing and are representing and warranting that you are not located in, under the control of, or a national or resident of any such country, on any such list or order, or subject to any such prohibition.

GENERAL

This Agreement shall be governed by the laws of the State of Colorado without regard to principles of conflicts of laws and shall inure to the benefit of Cerience, its successors and assigns. Any disputes relating hereto shall be adjudicated in the state or federal courts in the State of Colorado, and you hereby consent to the exclusive jurisdiction of said courts for any such disputes. If for any reason a court of competent jurisdiction finds any provision of this License Agreement, or portion thereof, to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to affect the intent of the parties, and the remainder of this Agreement shall continue in full force and effect.

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. YOU FURTHER AGREE THAT THIS IS THE COMPLETE AND EXCLUSIVE AGREEMENT BETWEEN THE PARTIES.