Terms

Web Atoms License Agreement

NOTICE: READ THIS LICENSE AGREEMENT CAREFULLY BEFORE INSTALLING, ACCESSING, COPYING OR USING THE SOFTWARE ACCOMPANYING THIS AGREEMENT. CLICKING ON THE "I ACCEPT" BUTTON BELOW, OR IN ANY OTHER WAY INSTALLING, ACCESSING, COPYING OR USING THE SOFTWARE, CREATES A LEGALLY ENFORCEABLE CONTRACT AND CONSTITUTES ACCEPTANCE OF ALL TERMS AND CONDITIONS OF THIS AGREEMENT WITHOUT MODIFICATION.

This License Agreement ("LICENSE") is a legal agreement between you (either an individual or a single entity, also referred to as ("LICENSEE", "YOU") and NeuroSpeech Inc. ("NeuroSpeech"), for the software containing this LICENSE which may also include the software’s source code written in a high–level computer language, associated media, printed materials, and "online" or electronic documentation (collectively referred to as "SOFTWARE"). The parties agree as follows:

1. LICENSE Web Atoms License refers to right to use Web Atoms scripts into your application hosted or used in any other way in the context of a browser that is capable of rendering html and executing javascript. Web Atoms License on domain name refers to HTTP Host Header, for every domain or sub domain, new license must be taken. Same license can only be used on other domain or subdomain if it is used for backup purpose or for mirroring exact same application. License is applicable on any HTML text rendered by browser, off line, on line or loaded through text with content type as html.

1.1 Licensing (License Type)

(a) Attributed License (Commercial as well as Non Commercial) With Link to Web Atoms License is granted for one domain or application under following conditions. Licensee must put a link (anchor tag) at bottom right corner of page by writing “Powered by WebAtoms” and must link “WebAtoms to http://webatoms.neurospeech.com as shown in the following picture. The link must be human visible at the bottom of the application. Any tricks to hide or move it out of human view is not allowed. Education or Non Profit Applications must use word sponsored by” instead of “Poweredby”. This link must be placed in every page, wherever Web Atoms scripts are used under free license. Your website or application must be registered with public Web Atoms Directory hosted at http://webatoms.neurospeech.com/directory, registration is free.

(b) Non Commercial Open Source License Eligibility Your project must be licensed under GPL, Apache, MIT or BSD License and must be a noncommercial license. Requires Pre-Written Approval from us.

(c) Yearly Subscription Licenses

(1) Site Subscription

Single Web Site on Multiple Web Server or CDN

(2) Server Subscription

Unlimited Web Sites on Single Server

(d) Site Perpetual License

(1) Site License Single Web Site served from Single Server

(2) Load Balancer License Single Web Site served from 10 Web Servers for Load Balancing

(3)Enterprise Site License Single Web Site served from any number of servers or CDN If you want to purchase and use web atoms license for unlimited time, then you need Commercial license which is available per Application or per Domain. Application area where users login and perform an activity, the application boundary is defined by following conditions. In case of website, Application is One Domain Name. Domain Name includes sub domain as well, so multiple subdomains are referred as multiple applications. Application can have multiple aliases, for example in.neurospeech.com is a website for Indian Customers and us.neurospeech.com is a website for US Customers, but both actually perform same operations on same set of users just distinguished by different region. This refers as aliases. Application defines set of operations which one user can perform after login in one session. If Applications use Single Sign On or Federated Login, or any other means of sharing authentication info across different domain names, each application is a separate application even though users are automatically authenticated. In case of Installed/Local/Intra net Application, Application which is served by one

License is granted per Application or per Domain. License is granted only for specific version. Application License includes one year of free upgrades.

2. SUPPORT SERVICES

2.1 Support

Licensor will use commercially reasonable efforts to provide Licensee with Software maintenance and support in accordance with its standard practices (as amended from time to time, Support Services). Licensor shall have no obligation to support any version other than the then current and immediate prior version. Licensee agrees that Licensor may charge in accordance with its then current policies for any support services resulting from (a) problems, errors or inquiries relating to any hardware, system, service or other software or (b) use of any unsupported version of the Software. As part of your Developer License you are entitled to NeuroSpeech’s "Standard" Support Package for a limited period of time, which guarantees an initial response to (but not necessarily a complete resolution of) your issue within forty eight (48) hours during business days. 2.2 Updates

Service Packs and Major Version updates are available in accordance with the terms set forth a at http://neurospeech.com/wsclient/support.html You may use the resulting upgraded product only in accordance with the terms of this LICENSE.

3. SOURCE CODE

(a) As part of the DEVELOPER LICENSE WITH SUBSCRIPTION AND SOURCE CODE you are granted a non-exclusive, non-transferable, non-sub licensable, revocable and limited license to access, use, copy and modify the Source Code, including the right to may make modifications, enhancements, derivative works and/or extensions (“Modifications”) to the SOFTWARE or Source Code utilizing any such Source Code, subject to terms provided in this section,

(b) Under no circumstances may any portion of the SOFTWARE’s source code or any modified version of the source code be distributed, disclosed or otherwise made available to any third party,

(c) You may not distribute the Source Code, or any Modifications to the SOFTWARE or Source Code, in source code form,

(d) NEUROSPEECH DOES NOT provide technical support for modified source code,

(e) The SOFTWARE’s source code is provided "AS IS". Refunds are not available for licenses that include source code,

(f) You acknowledge that the SOFTWARE’s source code contains valuable and proprietary trade secrets of NEUROSPEECH. You also acknowledge that all individuals employed by or belonging to your entity agree to expend every effort to insure its confidentiality. You agree to assume full responsibility for such employees’ or contractors’ use, or misuse, of such disclosed source code as if it was your use. These obligations shall not apply to any information generally available to the public, independently developed or obtained without reliance on NEUROSPEECH information, or approved in writing for release by NEUROSPEECH without restriction.

4. REDISTRIBUTION

You may distribute the SOFTWARE (or, where applicable, the run–time portion of the SOFTWARE) provided that:

• You distribute the SOFTWARE, in object code form only, as part of solutions for internal company use, hosted applications, commercial solutions deployed at end–users’ sites or shrink–wrapped software (PACKAGED PRODUCTS) in which the SOFTWARE is integrated.

• You ensure that the SOFTWARE is not distributed in any form that allows it to be reused by any application other than your solution. Technical guidelines will be provided upon request, contact support@neurospeech.com for more details.

• You duly inform your customers that they are not allowed to use the SOFTWARE independently from your solution. For use of the SOFTWARE in design–time (i.e. within a development environment such as Microsoft Visual Studio) your customers need to purchase the appropriate number of Developer Licenses from NeuroSpeech.

• You include a valid copyright message in your solution in a location viewable by the end–users (e.g. "About" box).

• You assume full responsibility for your customer’s use of the SOFTWARE and must ensure that NeuroSpeech has no obligation to such customer or liability for such customer’s use of the SOFTWARE.

All product licenses granted by you to your end user customers in accordance with the terms of this agreement are perpetual and royalty–free.

5. U.S. EXPORT REGULATIONS

This Software product is subject to export restriction under U.S LAWS, as this software may contain encryption technology. Prior written authorization from the U.S. government is required for direct or indirect exports and re-exports of NEUROSPEECH Product and Technology to any country embargoed or restricted by the U.S. Currently, the embargoed countries are Cuba, Iran, Libya, North Korea, Sudan, and Syria.

And also direct or indirect exports and re-exports are denied to the parties whose name are there in the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List.

Licensee bears all responsibility for export law compliance and will indemnify NEUROSPEECH against all claims based on Licensee’s exporting the Software.

For more information regarding export regulations, please visit the Bureau of Industry and Security web site at http://www.bis.doc.gov

5. CONFIDENTIALITY

5.1 Scope

The term Confidential Information means all trade secrets, know-how, software and other financial, business or technical information of Licensor or any of its suppliers that is disclosed by or for Licensor in relation to this Agreement, but not including any information Licensee can demonstrate is (a) rightfully furnished to it without restriction by a third party without breach of any obligation to the Licensor, (b) generally available to the public without breach of this Agreement or (c) independently developed by it without reliance on such information. All Software and Documentation is Confidential Information.

5.2 Confidentiality

Except for the specific rights granted by this Agreement, Licensee shall not possess, use or disclose any Confidential Information without Licensor's prior written consent, and shall use reasonable care to protect the Confidential Information. Licensee shall be responsible for any breach of confidentiality by its employees.

6. PROPRIETARY RIGHTS

6.1 Restrictions.

Licensee shall not (a) use any Confidential Information to create any software or documentation that is similar to any Software or Documentation,

(b) disassemble, decompile, reverse engineer or otherwise try to discover any source code or underlying structures, ideas or algorithms of the Software (except and only to the extent these restrictions are expressly prohibited by applicable statutory law),

(c) Encumber, lease, rent, loan, sub-license, transfer or distribute any Software,

(d) Copy, adapt, merge, create derivative works of, translate, localize, port or otherwise modify any Software or Documentation,

(e) use the Software, or allow the transfer, transmission, export or re-export of all or any part of the Software or any product thereof, in violation of any export control laws or regulations of the United States or any other relevant jurisdiction or

(f) Permit any third party to engage in any of the foregoing prescribed acts. Licensee shall not use the Software for the benefit of any third party (e.g., time-share or service bureau arrangement) without Licensor's prior written consent, at its discretion.

6.2 No Implied License

Except for the limited rights and license expressly granted hereunder, no other license is granted, no other use is permitted and Licensor (and its suppliers) shall retain all right, title and interest in and to the Software and Documentation (and all patent rights, copyright rights, trade secret rights and all other intellectual property and proprietary rights embodied therein).

6.3 Markings

Licensee shall not alter, obscure or remove any trademark, patent notice or other proprietary or legal notice displayed by or contained in any Software, Documentation or packaging.

6.4 Third Party Software

The Software may operate or interface with software or other technology (In-Licensed Code) that is in-licensed from, and owned by, third parties (Third Party Licensors). Licensee agrees that

(a) It will use In-Licensed Code in accordance with this Agreement and any other restrictions specified in the applicable license set forth or referenced in the Documentation,

(b) No Third Party Licensor makes any representation or warranty to Licensee concerning the In-Licensed Code or Software and

(c) No Third Party Licensor will have any obligation or liability to Licensee as a result of this Agreement or Licensee's use of the In-Licensed Code.

7. WARRANTY DISCLAIMERS

THE SOFTWARE AND SUPPORT SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. LICENSOR DOES NOT WARRANT THAT THE SOFTWARE OR SUPPORT SERVICES WILL MEET LICENSEE'S REQUIREMENTS OR THAT THEY WILL BE UNINTERRUPTED OR ERROR-FREE. TO THE FULLEST EXTENT PERMITTED BY LAW, LICENSOR HEREBY DISCLAIMS (FOR ITSELF AND ITS SUPPLIERS) ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, WITH RESPECT TO THE SOFTWARE AND SUPPORT SERVICES INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, INTEGRATION, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE AND ALL WARRANTIES ARISING FROM ANY COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE.

NEUROSPEECH warrants solely that the SOFTWARE will perform substantially in accordance with the accompanying user documentation for a period of ninety (90) days. NEUROSPEECH does not warrant that use of the SOFTWARE will be uninterrupted or error free at all times and in all circumstances, nor that program errors will be corrected. This limited warranty shall not apply to any error or failure resulting from (i) machine error, (ii) LICENSEE’s failure to follow operating instructions, (iii) negligence or accident, or (iv) modifications to the SOFTWARE by any person or entity other than NEUROSPEECH. In the event of a breach of warranty, LICENSEE‘s sole and exclusive remedy, is repair of all or any portion of the SOFTWARE. If such remedy fails of its essential purpose, LICENSEE‘s sole remedy and NEUROSPEECH’s maximum liability shall be a refund of the paid purchase price for the defective SOFTWARE only. This limited warranty is only valid if NEUROSPEECH receives written notice of breach of warranty no later than thirty (30) days after the warranty period expires. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS LICENSE, NEUROSPEECH DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF TITLE, NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

8. LIMITATION OF LIABILITY

IN NO EVENT SHALL LICENSOR BE LIABLE UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING DAMAGES RESULTING FROM INTERRUPTION OF USE, LOSS OR CORRUPTION OF DATA, OR LOST PROFITS, WHETHER OR NOT LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT. IN NO EVENT SHALL LICENSOR’S TOTAL AND AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE AMOUNT OF THE LICENSE FEES PAID BY LICENSEE HEREUNDER.

9. TERM AND TERMINATION

9.1 Term

This Agreement shall commence on the Effective Date and continue in effect until terminated as provided herein.

9.2 Termination.

This Agreement shall automatically terminate without further action by any party, immediately if Licensee fails to comply with the terms of this agreement. NEUROSPEECH reserves the right to discontinue at any time. However, NEUROSPEECH will fulfill any contractual obligations to provide support for discontinued products that exist as of the date of discontinuation. Upon termination, you agree to destroy the SOFTWARE, including all accompanying documents and copies.

10. GENERAL PROVISIONS

10.1 Entire Agreement

This Agreement constitutes the entire agreement, and supersedes all prior negotiations, understandings or agreements (oral or written), between the parties about the subject matter of this Agreement. Terms set forth in Licensee's Purchase Order (or any similar document) that are in addition to or at variance with the terms of this Agreement are specifically waived by Licensee. All such terms are considered to be proposed material alterations of this Agreement and are hereby rejected. No waiver, consent or modification of this Agreement shall bind either party unless in writing and signed by the party against which enforcement is sought. The failure of either party to enforce its rights under this Agreement at any time for any period will not be construed as a waiver of such rights. If any provision of this Agreement is determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.

10.2 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the United States of America, without regard to its conflicts of law provisions.

The United Nations Convention on Contracts for the International Sale of Goods does not apply.

10.3 Acknowledgment

Licensee acknowledges that:

(a) It has read and understands this Agreement,

(b) It has had an opportunity to have its legal counsel review this Agreement,

(c) This Agreement has the same force and effect as a signed agreement,

(d) Licensor requires identification of the User and Licensee before issuing this license and

(e) Issuance of this license does not constitute general publication of the Software or any other Confidential Information.