MATHAID SOFTWARE LICENSE AGREEMENT OFFLINE (DOWNLOAD/CDROM) LICENSE IMPORTANT: Carefully read all terms and conditions before accepting this license and using this product. Clicking the "Accept" button indicates your acknowledgment that you have read this license and agree to its terms. If you do not agree, click on the "Decline" button. By ordering or using a MathAid, LLC ("MathAid") software product ("PRODUCT"), you agree to become bound by the terms of this agreement. If you do not agree to the terms of this agreement, you are expressly prohibited from using or purchasing the PRODUCT. The PRODUCT is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. You acknowledge that the PRODUCT is licensed to you and not sold. Except for the license granted to you under this Agreement, you further acknowledge and agree that all rights, titles, and interests in and to the PRODUCT, including all associated intellectual property rights, are and shall remain vested with MathAid. License Grant and Restrictions This agreement grants you the non-exclusive non-transferable license to use the PRODUCT for any legal purpose. There are 2 basic types of licenses issued for the PRODUCT, these are: 1. A SINGLE USER LICENSE permits you to use the PRODUCT on only one computer at a time. 2. A MULTIPLE USER LICENSE permits you to use the PRODUCT on an unlimited number of computers at the same physical site location. The site location would normally be defined as a single building. You are permitted to copy the PRODUCT as a backup and/or to supply to the other licensed users, provided that every copy must includes all the original PRODUCT's proprietary notices. This license does not permit you to and you may not: - modify, translate, reverse engineer, decompile, disassemble or create derivative works based on the PRODUCT; - rent, lease, lend, resell, relicense or otherwise transfer rights to the PRODUCT; - remove any proprietary notices or labels from the PRODUCT. Any use of the PRODUCT not expressly authorized in this paragraph is expressly prohibited. System Requirements Hardware and software to be used to access and use the PRODUCT must meet certain requirements. You acknowledge that you have had the opportunity to read and understand the system requirements with which your hardware and software must comply in order to be compatible with the PRODUCT. The condition, repair, and compatibility of your hardware and software is your sole responsibility. MathAid shall not be responsible for any defects, malfunctions, or other problems that may arise in your use of your hardware or software. Term This Agreement is in effect until terminated. You may terminate it at any time by destroying the PRODUCT and all backup copies thereof. It will also terminate upon conditions set forth elsewhere in this Agreement or if you fail to comply with any term or conditions of this Agreement. You agree upon such termination to destroy the PRODUCT and all backup copies thereof. Limited Warranty THE PRODUCT IS DISTRIBUTED "AS-IS". NO WARRANTY OF ANY KIND IS EXPRESSED OR IMPLIED. YOUR USE OF THE PRODUCT IS AT YOUR SOLE RISK. MATHAID WILL NOT BE LIABLE FOR DATA LOSS, DAMAGES, LOSS OF PROFITS OR ANY OTHER KIND OF LOSS WHILE USING OR MISUSING THE PRODUCT. Specifically, MathAid makes no representation or warranty that the PRODUCT is error-free or meet any user's particular standards, requirements or needs. In all events, any implied warranty, representation or condition, or other term is limited to the physical media and is limited to the 30 day duration of the limited warranty. If a defect in the media appears, you may return the complete package, shipping pre-paid by you, with your purchase receipt to MathAid for a replacement of the software. ANY LIABILITY OF MATHAID WILL BE LIMITED EXCLUSIVELY TO PRODUCT REPLACEMENT OR REFUND OF PURCHASE PRICE. General Provisions If any remedy provided is determined to have failed of its essential purpose, all limitations of liability and exclusions of damages set forth in the limited warranty shall remain in effect. Use duplication or disclosure of the software and documentation by the U.S. Government is subject to the restricted rights applicable to commercial computer software (under FAR 52.227-19 and DFARS 252.227-7013). This Agreement shall be construed, interpreted and governed by the laws of the State of Pennsylvania. MathAid reserves all rights not specifically granted in this statement. Severability Should any term, provision or clause hereof be held to be invalid, such invalidity shall not affect any other provisions or clauses hereof which can be given effect without such invalid provision, all of which shall remain in full force and effect. Applicable Law and Jurisdiction This Agreement was made and entered into by the parties in whole or in part in Pennsylvania, and for the purposes of any action which may be instituted hereunder, the exclusive jurisdiction and venue for any such action shall be in the Court of Common Pleas of Philadelphia County, Pennsylvania. To the extent that MathAid is required to enforce any of its rights hereunder through litigation, MathAid shall be entitled to be reimbursed its attorneys' fees (not to exceed $250.00 per hour) as well as any other costs related thereto, regardless of outcome. The Agreement shall be subject to and governed by the laws of the Commonwealth of Pennsylvania, irrespective of the fact that one or more of the parties may be a resident of a different state. Waivers The waiver by any party hereto and any breach, default, misrepresentation or breach of warranty or covenant herein, whether intentional or not, shall be in writing and not deemed to extend to any prior or subsequent breach, default, misrepresentation or breach of warranty or covenant herein and shall not affect in any way rights arising by virtue of any such prior or subsequent occurrence. Entire Agreement This Agreement constitutes the entire agreement between you and MathAid and supersedes any prior agreements, representations, proposals or understandings, whether oral or written, with respect to the subject matter of this Agreement. Copyright (c) 1998-2001 MathAid, LLC. All rights reserved.