SOFTWARE LICENSE AGREEMENT IMPORTANT-READ CAREFULLY: THIS IS A LEGAL AGREEMENT BETWEEN "YOU" (AN INDIVIDUAL OR A SINGLE ENTITY) AND TERENCE PARKER D/B/A EXPANDABLE LANGUAGE "EXPANDABLE LANGUAGE") PERTAINING TO EXPANDABLE LANGUAGE'S CHANGEAGENT(TM) SOFTWARE (AND/OR DOCUMENTATION WHICH MAY BE PROVIDED THEREWITH) (THE "SOFTWARE"). EXPANDABLE LANGUAGE LICENSES THE SOFTWARE TO YOU ONLY UPON THE EXPRESS CONDITION THAT YOU ACCEPT ALL OF THE TERMS AND CONDITIONS CONTAINED IN THIS EXPANDABLE LANGUAGE SOFTWARE LICENSE AGREEMENT (THE "AGREEMENT"). YOU SHOULD CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS BEFORE USING THE SOFTWARE. BY SIGNING BELOW OR CLICKING ON THE "I AGREE" BUTTON, YOU ACCEPT THESE TERMS AND CONDITIONS AND UNDERSTAND THAT THEY WILL BE LEGALLY BINDING ON YOU. IF YOU DO NOT AGREE WITH THEM, OR DO NOT WANT THEM BINDING ON YOU, NEITHER SIGN BELOW NOR CLICK ON THE "I AGREE" BUTTON AND RETURN THE SOFTWARE TO EXPANDABLE LANGUAGE IMMEDIATELY. 1. Grant of License. The Software is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The Software is licensed, not sold, as follows: Expandable Language hereby grants and you accept a non-exclusive, non-transferable license, subject to the terms and conditions of this Agreement, including, but not limited to, Sections 2 and 3 herein: to install and use the Software on the number of computers expressly authorized in writing by Expandable Language. All rights not expressly granted to you are hereby reserved by Expandable Language. 1.1 Trial Use. If you have not paid the registration fee to Expandable Language for the version of the Software that you did or wish to download or install, you agree only to install the Software to determine whether it is suitable for your needs and you expressly acknowledge that, absent Expandable Language's express prior written consent, such evaluation period shall be limited to a single fifteen (15) calendar day period commencing upon the date when the Software is first installed (the "Trial Period"). On or before the end of the Trial Period, you shall either pay the license fee to Expandable Language to continue to use the Software or delete the Software in its entirety. After the Trial Period, you may not download or install the same Software version for additional evaluation, absent Expandable Language's express prior written consent. NOTE: EXPANDABLE LANGUAGE HEREBY GIVES NOTICE TO YOU THAT THE SOFTWARE CONTAINS DISABLING TECHNOLOGIES THAT MAY BE ACTIVATED TO DISABLE CERTAIN SOFTWARE FUNCTIONALITY AT THE END OF THE TRIAL PERIOD. 2. Title and Copyright. It is hereby understood and agreed that as between Expandable Language and you, Expandable Language is the owner of all rights, title and interest, including the copyright, to the Software recorded on the media on which the Software is furnished and all subsequent copies thereof, regardless of the media or form in which the Software or copies thereof may exist. Except as expressly provided herein, you do not acquire any rights to the Software through this Agreement or through your use of the Software. 3. Limitations On Use. You may not: (a) modify, translate, reverse engineer, decompile, disassemble, create derivative works based on, or reproduce (except as provided for in this Agreement) the Software; (b) rent, lease, assign or transfer all or any part of the Software to any person or entity without the prior written consent of Expandable Language; (c) remove any proprietary notices, labels, or marks on the Software, whether in machine language or human readable form; (d) distribute the Software except to install on computers as provided in this Agreement; (e) you may not use the Software to provide a service bureau by which the Software can be accessed by third parties or by which information produced by the Software is sold or given to third parties via pay per call or other arrangements; (f) sublicense, assign, delegate or otherwise transfer this license or any of the related rights or obligations for any reason without the prior written consent of Expandable Language (any attempt to sublicense, assign, delegate or transfer this license, either by contract, statute, corporate merger of any sort, regulation or court order without the prior written consent of Expandable Language shall be void); (g) export the Software outside of the country in which it was purchased without Expandable Language's express written consent; or (h) install and operate the Software at any location not specifically licensed for such installation and operation whether through physical transfer of a copy, electronic access through a wide area network of any description, or by any other means now known or hereafter devised. Unauthorized copying of the Software or failure to comply with the above restrictions, will result in automatic termination of this Agreement. Unauthorized copying or distribution of the Software constitutes copyright infringement and may be punishable in a federal criminal action by a fine of up to U.S. $250,000 and imprisonment up to five (5) years. In addition, federal civil remedies for copyright infringement allow for the recovery of actual damages based on the number of copies produced or statutory damages of up to U.S. $150,000 for willful copyright infringement. 4. Term. This Agreement shall commence upon your receipt of the Software from Expandable Language and shall remain in effect until terminated by Expandable Language. For evaluation Software, this Agreement shall terminate automatically at the end of the Trial Period. Without prejudice to any other rights, this Agreement will also terminate automatically if you fail to comply with any of its terms or conditions. You agree, upon termination, to destroy all copies of all Software. 5. NO WARRANTIES. THE SOFTWARE IS FURNISHED "AS IS" AND WITH ALL FAULTS. EXPANDABLE LANGUAGE MAKES, AND YOU RECEIVE, NO WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR IN ANY COMMUNICATION WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXPANDABLE LANGUAGE AND ITS SUPPLIERS DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND/OR ANY WARRANTY THAT OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE WITH REGARD TO THE SOFTWARE, AND THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES. IF THE SOFTWARE WAS PURCHASED IN THE UNITED STATES, THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU SINCE SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES. IN ADDITION TO THE ABOVE WARRANTY RIGHTS, YOU MAY ALSO HAVE OTHER RIGHTS, WHICH VARY FROM STATE TO STATE. THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF THE SOFTWARE PRODUCT REMAINS WITH YOU. 6. LIMITATION OF LIABILITY. THE LIMITATION OF LIABILITY IS TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EXPANDABLE LANGUAGE OR ITS SUPPLIERS BE LIABLE FOR DAMAGES, WHETHER ARISING IN CONTRACT OR TORT AND INCLUDING, BUT NOT LIMITED TO, ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION OR OTHER DATA, COST OF COVER, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE OR THE FAILURE TO PROVIDE SUPPORT SERVICES, EVEN IF EXPANDABLE LANGUAGE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU ACKNOWLEDGE THAT THE LICENSE FEE REFLECTS THIS ALLOCATION OF RISK. IN ANY CASE, EXPANDABLE LANGUAGE'S ENTIRE LIABILITY UNDER ANY PROVISION OF THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT (IF ANY) ACTUALLY PAID BY YOU FOR THE SOFTWARE. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. 7. Governing Law/Jurisdiction. This Agreement shall be exclusively governed by and construed under the laws of the State of California without reference to principles of conflicts of laws. All disputes hereunder shall be exclusively resolved in the appropriate state court in Alameda County, California or federal court for the Northern District of California, U.S.A. You consent to jurisdiction in such venue and expressly waive any objection to same. 8. Restricted Rights for US Government Customers. The Software is provided with RESTRICTED RIGHTS. Use, duplication, or disclosure by the Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of the Commercial Computer Software Restricted Rights at 48 CFR 52.227-19, as applicable. Manufacturer is Expandable Language Builder's, Inc., 348 Laurel Way, Mill Valley, CA 94941. 9. Export Restrictions. You agree that you will not export or re-export the Software, any part thereof, or any process or service that is the direct product of the Software (collectively referred to as the "Restricted Components"), to any country, person or entity subject to U.S. export restrictions. You specifically agree not to export or re-export any of the Restricted Components (i) to any country to which the U.S. has embargoed or restricted the export of goods or services, which currently include, but are not necessarily limited to Cuba, Iran, Iraq, Libya, North Korea, Sudan and Syria, or to any national of any such country, wherever located, who intends to transmit or transport the products back to such country; (ii) to any entity who you know or have reason to know will utilize the Restricted Components in the design, development or production of nuclear, chemical or biological weapons; or (iii) to any entity who you know or have reason to know has been prohibited from participating in U.S. export transactions by any federal agency of the U.S. government. You warrant and represent that neither the BXA nor any other U.S. federal agency has suspended, revoked or denied your export privileges. 10. Equitable Relief. You acknowledge that, at the time this Agreement is entered, it would be impossible or inadequate to measure and calculate all of Expandable Language's damages for the breach of certain provisions of this Agreement and that it would require a court of competent jurisdiction to ascertain Expandable Language's damages. Accordingly, if you breach or threaten to breach any of your obligations, other than payment when due, Expandable Language shall be entitled, without showing or proving any actual damage sustained, to a stipulated temporary restraining order, and shall thereafter be entitled to apply for a preliminary injunction, permanent injunction, and/or order compelling specific performance, to prevent the breach of your obligations under this Agreement. Nothing in this Agreement shall be interpreted as prohibiting Expandable Language from pursuing or obtaining any other remedies as otherwise available to it for such actual or threatened breach, including recovery of damages. 11. General. This Agreement sets forth the entire agreement and understanding of the parties relating to the subject matter herein and merges and supersedes all prior agreements, writings, commitments, discussions and understandings between them. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, shall be effective unless in writing signed by the parties. If any term of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then this Agreement, including all of the remaining terms, will remain in full force and effect as if such invalid or unenforceable term had never been included. This Agreement shall be construed within its fair meaning and no inference shall be drawn against the drafting Party in interpreting this Agreement. BY CLICKING ON THE 'YES' BUTTON BELOW, YOU HEREBY ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.