Azimuth Interactive Terms and Conditions

EBOOK USER LICENSE AGREEMENT

Azimuth Interactive, Inc. ("Company") agrees to grant and you agree to accept a non-exclusive, non-transferable license to use the Azimuth Interactive Software (the "Licensed Software") under the following terms and conditions:

1. License. Subject to compliance by you with the terms hereof, you are authorized to use the Licensed Software in object code form only, on any computer system owned, leased or otherwise controlled by you, provided that the Licensed Software may be accessed at any time by no more than one user at a time for each copy of the Licensed Software licensed (that is, the number of passwords you have purchased rights for). You shall have no right to sublicense, rent or lease the Licensed Software. You may not modify the Licensed Software and/or merge the Licensed Software with other programs.

2. Term. This Agreement and license are effective from the date of receipt and shall remain in force until terminated. You may terminate this Agreement and license by giving Company written notice and destroying all complete and partial copies of the Licensed Software in your possession. Company may terminate the license hereunder if you breach any of the terms and conditions of this Agreement and do not remedy such breach within ten days written notice. In the event of such termination, you will certify in writing that the original and all copies of the Licensed Software have been destroyed or returned to Company.

3. Title and Confidentiality. All right, title and interest in and to the Licensed Software are and shall remain with Company. No title to or ownership of the Licensed Software is transferred hereby. Notwithstanding any copyright notice, the Licensed Software contains trade secrets and confidential information of Company. You agree not to disclose or otherwise make available any part of the Licensed Software to any third party, other than your employees, without the prior written permission of the Company. You may make one copy of the Licensed Software in machine-readable form for back-up and archival purposes only, provided that the original copyright notices and other legends are reproduced on each copy. You agree not to reverse compile, disassemble or reverse engineer the Licensed Software in whole or in part.

4. The export and re-export of the Licensed Software is controlled by the United States Export Administration Act, as amended, and the Export Administration Regulations promulgated thereunder and, in addition, the Licensed Software may not be exported or re-exported to Cuba, Iran, Iraq, Libya, North Korea, Sudan, Syria or any country which the United States of America embargoes goods. Furthermore, the Licensed Software may not be distributed to persons on the Table of Denial Orders, the Entity List or the List of Specially Designated Nationals. By accepting the terms and conditions of this license, you are certifying that you are currently not in violation and will not violate the Export Administration Act, as amended, and the Export Administration Regulations promulgated thereunder. In addition, you are certifying that you are not a national of Cuba, Iran, Iraq, Libya, North Korea, Sudan, Syria or any country to which the United States of America embargoes goods and that you are not a person on the Table of Denial Orders, the Entity List or the List of Specially Designated Nationals.

5. Limitations on Warranty. Company does not warrant that the Licensed Software will meet your requirements or that the operation of the Licensed Software will be uninterrupted or error-free THE LICENSED SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE OF THE LICENSED SOFTWARE IS ASSUMED BY YOU.

6. Limitation of Remedies. In no event will Company be liable for any damages, including, without limitation, incidental and consequential damages and damages for lost data or profits arising out of the use or inability to use the Licensed Software, even if Company has been advised of the possibility of such damages. The entire liability of Company shall be limited to the amount actually paid by you for the Licensed Software. Because some states do not allow the exclusion or limitation of liability for consequential or incidental damages, the above limitation may not apply to you.


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