Grant of Single-User License.  YOU ARE THE ONLY PERSON ENTITLED TO USE THIS SOFTWARE.  This is a license agreement between you (an individual) and Transcender Corporation whereby Transcender grants you the non-exclusive and non-transferable license and right to use this software product, updates (if any), and accompanying documentation (collectively the "Software").  ONLY YOU (AND NO ONE ELSE) ARE ENTITLED TO INSTALL, USE, OR COPY THE SOFTWARE.  Transcender continues to own the Software, and the Software is protected by copyright and other state and federal intellectual property laws.  All rights, title, interest, and all copyrights in and to the Software and any copy made by you remain with Transcender.  Unauthorized copying of the Software, or failure to comply with this Agreement will result in automatic termination of this license, and will entitle Transcender to pursue other legal remedies.  IMPORTANT, under the terms of this Agreement:

YOU MAY: (a) install and use the Software on only one computer or workstation, and (b) make one (1) copy of the Software for backup purposes only.

YOU MAY NOT: (a) use the Software on more than one computer or workstation; (b) modify, translate, reverse engineer, decompile, decode, decrypt, disassemble, adapt, create a derivative work of, or in any way copy the Software (except one backup); (c) sell, rent, lease, sublicense, or otherwise transfer or distribute the Software to any other person or entity without the prior written consent of Transcender (and any attempt to do so shall be void); (d) allow any other person or entity to use the Software or install the Software on a network of any sort (these require a separate license from Transcender); or (e) remove or cover any proprietary notices, labels, or marks on the Software.

Term.  The term of the license granted above shall commence upon the earlier of (i) your opening of the software pack, (ii) your downloading, installation, copying, or use of the Software; (iii) thirty (30) days after purchase if you have not returned the unopened software pack as of that date, or (iv) any other act of acceptance of this Agreement.  Such license will expire three (3) years after commencement or whenever you discontinue use of the Software, whichever occurs first.

Warranty, Limitation of Remedies and Liability.  If applicable, Transcender warrants the media on which the Software is recorded to be free from defects in materials and free from faulty workmanship for a period of thirty (30) days after the date you receive the Software.  If, during this 30-day period, the Software media is found to be defective or faulty in workmanship, the media may be returned to Transcender for replacement without charge.  YOUR SOLE REMEDY UNDER THIS AGREEMENT SHALL BE THE REPLACEMENT OF DEFECTIVE MEDIA AS SET FORTH ABOVE.  EXCEPT AS EXPRESSLY PROVIDED FOR MEDIA ABOVE, TRANSCENDER MAKES NO OTHER OR FURTHER WARRANTIES REGARDING THE SOFTWARE, EITHER EXPRESS OR IMPLIED, INCLUDING THE QUALITY OF THE SOFTWARE, ITS PERFORMANCE, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.  THE SOFTWARE IS LICENSED TO YOU ON AN "AS-IS" BASIS.  THE ENTIRE RISK AS TO THE SOFTWARE'S QUALITY AND PERFORMANCE REMAINS SOLELY WITH YOU.  TRANSCENDER'S EXCLUSIVE AND MAXIMUM LIABILITY FOR ANY CLAIM BY YOU OR ANYONE CLAIMING THROUGH OR ON BEHALF OF YOU ARISING OUT OF YOUR ORDER, USE, OR INSTALLATION OF THE SOFTWARE SHALL NOT UNDER ANY CIRCUMSTANCE EXCEED THE ACTUAL AMOUNT PAID BY YOU TO TRANSCENDER FOR THE SOFTWARE, AND IN NO EVENT SHALL TRANSCENDER BE LIABLE TO YOU OR ANY PERSON OR ENTITY CLAIMING THROUGH YOU FOR ANY INDIRECT, INCIDENTAL, COLLATERAL, EXEMPLARY, CONSEQUENTIAL, OR SPECIAL DAMAGES OR LOSSES ARISING OUT OF YOUR ORDER, USE, OR INSTALLATION OF THE SOFTWARE OR MEDIA DELIVERED TO YOU OR OUT OF THE WARRANTY, INCLUDING WITHOUT LIMITATION, LOSS OF USE, PROFITS, GOODWILL, OR SAVINGS, OR LOSS OF DATA, FILES, OR PROGRAMS STORED BY THE USER.  SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

Restricted Rights.  If the Software is acquired by or for the U.S. Government, then it is provided with Restricted Rights.  Use, duplication, or disclosure by the U.S. 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 Act-Restricted Rights at 48 CFR 52.227-19, or clause 18-52.227-86(d) of the NASA Supplement to the FAR, as applicable.  The contractor/manufacturer is Transcender Corporation, 242 Louise Avenue, Nashville, Tennessee  37203-1812.

PLEASE READ CAREFULLY.  THE FOLLOWING LIMITS SOME OF YOUR RIGHTS, INCLUDING THE RIGHT TO BRING A LAWSUIT IN COURT.  By accepting this Agreement, you and we agree that all claims or disputes between us will be submitted to binding arbitration if demanded by either party.  The arbitration will be handled by the American Arbitration Association and governed by its rules.  This Agreement requiring arbitration (if demanded) is still fully binding even if a class action is filed in which you would be a class representative or member.  You and we agree that the arbitration of any dispute or claim between us will be conducted apart from all other claims or disputes of other parties and that there will be no class or consolidated arbitration of any claims or disputes covered by this Agreement.  You and we also agree that this Agreement does not affect the applicability of any statute of limitations.

General.  This Agreement shall be interpreted and governed by the laws of the State of Tennessee without regard to the conflict of laws provisions of such state, and any arbitration or legal action relating to this Agreement shall be brought in the appropriate forum located in Davidson County, Tennessee, which venue and jurisdiction you agree to submit to, and the prevailing party in any such action shall be entitled to recover reasonable attorneys' fees and expenses as part of any judgment or award.  The pursuit by Transcender of any remedy to which it is entitled at any time shall not be deemed an election of remedies or waiver of the right to pursue any of the other remedies to which Transcender may be entitled.  This Agreement is the entire Agreement between us and supersedes any other communication, advertisement, or understanding with respect to the Software.  If any provision of this Agreement is held invalid or unenforceable, the remainder shall continue in full force and effect.  All provisions of this Agreement relating to disclaimers of warranties, limitation of liability, remedies, or damages, and Transcender's ownership of the Software and other proprietary rights shall survive any termination of this Agreement.

SULicense.SS.081899
