Freedom Scientific End User License Agreement (EULA) – MAGic Screen Magnification Software

IMPORTANT! BE SURE TO CAREFULLY READ AND UNDERSTAND ALL OF THE RIGHTS, OBLIGATIONS AND RESTRICTIONS SET FORTH IN THIS FREEDOM SCIENTIFIC END-USER LICENSE AGREEMENT (“AGREEMENT” OR “EULA”). YOU ARE NOT AUTHORIZED TO USE THE MAGic SOFTWARE PROGRAM, UPDATES AND OTHER MATERIALS ACCOMPANYING OR ASSOCIATED WITH THE PROGRAM, UNLESS AND UNTIL YOU ACCEPT THE TERMS OF THIS EULA.

BY AGREEING TO THE TERMS OF THIS AGREEMENT, USING, INSTALLING OR DOWNLOADING THE SOFTWARE, YOU SIGNIFY YOUR ACCEPTANCE OF AND INTENT TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS EULA. THE TERMS AND CONDITIONS OF THE FREEDOM SCIENTIFIC SOFTWARE LICENSE AGREEMENT ("LICENSE AGREEMENT") EXPLAIN THE LEGAL RELATIONSHIP BETWEEN FREEDOM SCIENTIFIC AND THE INDIVIDUAL AND ORGANIZATIONAL PURCHASERS (DEFINED AS "ORGANIZATIONAL LICENSEES" BELOW) OF FREEDOM SCIENTIFIC SOFTWARE. BY USING THE SOFTWARE, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT, AND AGREE TO BE BOUND BY ALL OF ITS TERMS AND CONDITIONS. IF YOU DO NOT ACCEPT THE TERMS AND CONDITIONS OF THIS EULA, DO NOT USE, INSTALL OR DOWNLOAD THE SOFTWARE.

This Agreement is entered into between Freedom Scientific, Inc. a Delaware Corporation, with an address at 11800 31st Court North, St. Petersburg, FL 33716 ("Freedom Scientific" or "Licensor") and You (referred to as "You" or "Licensee" and shall be effective as of the date You accept the terms of this Agreement by any of the means noted above.

1. DEFINITIONS

1.1 "Documentation"
means the user guide, help information, content and/or other documentation and materials accompanying and associated with the Software, including associated media, printed materials and any “online” or electronic documentation provided by Freedom Scientific for use with the Software.
1.2 "Organizational License"
means any institutional, organizational or enterprise license, including without limit, the Freedom Scientific Software License Agreement, granted by Freedom Scientific to an Organizational Licensee for use of the Program with the intended use by the employees or contractors of the Organization as End-Users.  Organizational Licensees agree through these Organizational Licenses to be responsible and liable for any and all use by the individual End Users.
1.3 "Organizational Licensee"
means any company, organization or governmental institution that receives an Organizational License to the Program from Freedom Scientific, subject to each individual End User agreeing to a EULA governing their use of the Program.
1.4 "Software"
means any Freedom Scientific computer program (in object code) provided to and downloaded, installed or accessed by End User pursuant to this Agreement.
1.5 "Update"
means, if applicable, any patch, update or new version of the Software for the Program delivered to an End User pursuant to this EULA or an Organizational License.
1.6 "Program"
means, collectively, the Software, Updates, and all related Documentation.
1.7 "End User"
means "You" as either an individual Licensee, if You are licensing the Program directly, or as an employee or contractor who is authorized by an Organizational Licensee to use the Program.  References to “You” or End User” refer to You as the licensee and user of the Program pursuant to your applicable Licenses.

2. LICENSE TO THE PROGRAM

2.1 General Licensing Provisions for the Program.

Freedom Scientific provides You with the Program You have downloaded, received in a package with this Agreement or received by other authorized means for Your use in accordance with the terms and conditions of Licenses granted to You and any Organizational License. The terms applicable to End Users in the Organizational License are incorporated by reference into this Agreement. Freedom Scientific makes the Program available in different Editions and Licenses described more fully in this Section 2. The general terms and conditions of the License apply to all Editions and Licenses, unless limited or specifically noted in this Section 2.

2.2 License Grant.

Subject to the terms and conditions in this Agreement, and the specific License Rights and Limitations in Section 2.3 to 2.5 that apply to your Edition and Mode, Freedom Scientific grants to You a limited, nonexclusive, nontransferable, nonsublicensable license to use the Program as an End User for the applicable Term and in the identified business, if any.

2.3 Additional License Rights and Limitations for Specific Editions.

All terms from Freedom Scientific’s website that further describe the functionality and any further limitations or approved uses of the Specific Edition are incorporated by reference into this Agreement. Information about Your specific edition can be found in the About box under the Help section of the Software Freedom Scientific further defines and limits the License granted in Section 2.1 for Your Specific Editions and Modes as follows:

2.3.1 Standard Home Edition Licenses.

The Standard Home Edition License is limited to use by a single End User only and is limited to Your personal and non-commercial use.

2.3.2 Professional Licenses.

The Professional License is for use by a single End User or multiple End Users as defined under the applicable License. Your use under the Professional License is limited to use for the commercial purposes of the business or Organizational Licensee that licensed the Program. The Term of the Professional Edition runs for the length of the corresponding Organizational License, except as indicated for the specific End User below.

2.3.3 Professional Multi-User Licenses.

Under the Professional Multi-User License, the license can be used under two options:

  • (a) Professional Multi-User Network License. The License is for use on the Server of the Organizational Licensee and for concurrent use only by the licensed number of End Users. The Program can only be used and deployed only on the identified Server of the Organizational Licensee. Your rights as an individual End User under this Professional Multi-User Network License immediately terminate when Your employment or contract with the Organizational Licensee ends or the License is otherwise terminated.
  • (b) Professional Non-Network Multi-User Licenses. Licenses for individual End Users under the Professional Non-Network Multi-User License are provided through individual, stand-alone keys to be input into an individual Computer. Your use under this Professional Non-Network Multi-User License is limited to the one concurrent user and only for long as You remain employed or under contract with the Organizational Licensee or until your License is otherwise terminated.

2.4 Term and Modes of Licenses for the Program.

The Program is provided for use under the various Licenses with different durations for the Term and modes as follows:

2.4.1 MAGic Limited Time License (Professional Edition Only).

The MAGic Limited Time License is available only for the Professional Edition and is effective for a Term of ninety (90) days from the Effective Date. You may use the MAGic Limited Time Professional License for use testing or for limited duration use. You may use this License if You would like to test the Program or use the Program for a limited time period without having to purchase a full Professional License.

2.4.2 MAGic Student Edition (Home Edition Only)

The MAGic Student Edition License is effective for a term of three hundred sixty five (365) days from the Effective Date. This license is intended for use on computers issued to the registered student at school and also on computers used at home by the student. Students who register these annual subscriptions with Licensor, may be entitled to apply these purchases toward Standard Home Edition Licenses after a predetermined number of annual subscription purchases. Contact Licensor for more details.

2.4.3 MAGic 40-Minute Mode.

The MAGic 40 Minute mode is provided as a limited time duration license mode of the Program, which can be used to get started during the installation process of the Program or for a limited demonstration of how the Program works. The Program in MAGic 40 Minute Mode has a limited term of use of a forty (40) minute duration. Every Program that does not have a license available or an associated key, will operate in this MAGic 40 Minute Mode. The MAGic 40 Minute Mode is not intended for commercial use or extended product testing, other than use while waiting for an authorized license or key to arrive or be installed. The MAGic 40 MINUTE MODE also provides emergency access to the Computer for a blind user when licenses or keys are not present or associated with a Computer. If the Program reverts to MAGic 40 Minute Mode, an active license (or key) is required to return the Program to full capability.

2.5 Other License Restrictions.

2.5.1 Rights Reserved.

All rights to the Program not expressly granted to You in this Agreement are reserved by Freedom Scientific. All trademarks included in the Program or used with the Program, including without limit, MAGic®, are property of Freedom Scientific, Inc. Any use of such marks shall inure to the benefit of Freedom Scientific.

2.5.2 Individual End-User Licenses.

For Licenses intended for individual End Users (including Home Edition and Professional Individual Use Licenses), Your use is limited to use on one computer, workstation, terminal or device ("Computer") at a time. While a single licensed copy of the Software may be loaded or installed on more than one Computer, the Software is licensed and limited for a licensed copy to be used on only one Computer at a time and not concurrently on more than one Computer or by more than one user at a time. The License for Individual End-User License is for Your individual personal and non-commercial use (with a Home Edition License) or for internal business use in your company (with a Professional License). The Software may not be shared, installed or used concurrently on different Computers. To this extent the Program is used for internal business purposes, only one End User is authorized to use a Licensed copy of the Software at a time.

2.5.3 Multi-User Licenses.

For Multi-User Licenses, You may use the Program with the Software stored or installed on a network or storage device, such as a network server, used to run the Software on the Organizational Licensee’s other Computers over an internal network. Organizational Licensee must, however, acquire and dedicate a number of Licenses (and keys where required) that will allow that number of concurrent users of the Software.

2.6 License and Not Sale.

The Program is being provided by a non-exclusive license and not as a sale of the Program. As a licensed End User, You should understand that You do not own the Program, including the instructional materials that accompany the Program. You are only licensed to use the Program and instructional materials for the Term of the applicable License. You do not own the copy of the Program contained in the media or format in which You receive or store the program. Also, by virtue of the License, You do not obtain or possess any ownership in the Program or any related copyright or other intellectual property rights in the Program.

2.7 Payment of License Fees.

Your use is subject to payment of any License Fee or  renewal Fee for any subsequent Term, or Organizational License’s payment of a License fee or renewal Fee for an Organizational License under which You are an End User. Licensor may change any fee for a renewal Term it its sole discretion. To maintain Your License, You (or your Organizational Licensee) must timely pay any renewal or License Fee. Failure to pay any such Fee shall be grounds for termination of the License by Freedom Scientific without any notice required. You agree that failure to timely pay the License Fee will result in termination of the License.

2.8 Use of the Program.

When You become a licensed End User, You assume sole responsibility for determining the appropriateness of the Program for achieving your intended results. You further assume sole responsibility and all risk for the installation, use, and data and results obtained from the Program. You assume complete responsibility for the selection, installation, use, and placement of hardware with which You use the Program. Freedom Scientific does not warrant that the Program is suitable for Your particular purpose or use.

3. DEMONSTRATION AND EVALUATION LICENSE ONLY. NOT FOR COMMERCIAL USE.

3.1 Programs with an Evaluation License.

Programs offered as an Evaluation Purposes Only License including software licenses which require either System Reboot after a certain period of time or expire after a certain time period (such as the MAGic 40 Minute Mode version) are to be used for evaluation prior to purchase only. Any commercial use of Evaluation License Software is prohibited. Under no circumstances shall You, the End-User, be permitted, allowed or authorized to commercially exploit the Program, or any portion thereof. Neither You, nor anyone at your direction or any third party, shall take the sell, rent, lend, lease, commercially exploit or use the Software, or any portion, for any commercial purpose. Demonstration or Evaluation Licenses are not licensed for use for purposes of development and testing of MAGic scripts, applications, HTML coding, or other Web Based code.

4. CHOOSING NOT TO ACCEPT THE LICENSE AGREEMENT

If You choose to not accept the terms of this Agreement, then You must promptly return the Program if you received a packaged products, or remove the Program, including the Software, and all related Materials from your Computer, device or network if you received the Program as an electronic download. For copies of the Program obtained in a physical package, if You do not accept the Program, the following items must be returned to Freedom Scientific: the Software, all Materials that may have been included with the Freedom Scientific software, and the receipt You received when You purchased the software. We will refund to You the amount of the money You paid for the Software, minus shipping/handling fees if You meet the above conditions.

5. THE PROGRAM

5.1 Restrictions on Use of the Program.

You may not use the Program for any purpose other than those expressly set forth in this Agreement. You may not copy, transfer, decompile, disassemble, or reverse engineer the program or alter, duplicate, modify, rent, lease, loan, sublicense, reproduce, create derivative works from, distribute or provide others with the Program, in whole or part. You also may not allow the Program to be copied or transferred, in part or in whole, and except as specifically indicated within this agreement, be transmitted or communicated over a network. You may not operate or provide the Program as a service bureau. In the event You copy, transfer, decompile, disassemble, or reverse engineer the Program or create a derivative work for another person in any form, except as is specifically authorized, then Your License to use the program shall be automatically terminated.

5.2

In the case of an Organizational Licensee who has purchased a Site, District, or Enterprise License, the Licensee may install the Program for uses by the number of concurrent users as defined in the Site, District, or Enterprise License Agreement for the applicable Edition and License. The Licensee may install a Site, District, or Enterprise License on a Local Area Network (LAN) server, however, the concurrent number of users of the software cannot exceed the number concurrent users as defined in the Site, District or Enterprise License Agreement. The Licensee may copy the program for backup purposes to preserve the program. These copies and the original Program may be stored in the possession of another person, so long as the storage does not result in the program being used in violation of the terms set forth above in this section. Your Use as an End User must be consistent with these installation and use requirements

5.3 Ownership of Intellectual Property.

Freedom Scientific owns all right, title, and ownership of the copyrights, and other intellectual property rights in and to the Program. The Program is protected by U.S. and international copyright laws and treaties. Except as may be expressly stated herein, this Agreement does not grant to You any rights to the Software or accompanying documentation or any rights to use the documentation apart from the Software. Whenever the Program or instructional materials are reproduced, then the copyright notice must also be reproduced and displayed in its original form.

6. TERM AND TERMINATION

6.1 Term.

The Agreement shall be effective from the Effective Date and extend for the Term of the applicable License for the Edition or Mode or until otherwise terminated, and this Agreement shall immediately terminate concurrently with the termination of any Organizational License under which the License of this EULA is granted.

6.2 Renewal.

The License under this Agreement will automatically terminate at the end of the initial Term (and any subsequent term), unless renewed pursuant to the then-current renewal requirements posed on the Freedom Scientific Website, including payment of all Fees applicable to any renewal period. For limited duration Licenses, to keep your License in force, you must timely pay the renewal Fee, and failure to pay any required renewal fee, or any other required Fee, shall be grounds for termination of the License by Freedom Scientific without notice. For the MAGic Limited Time License (90-Day License), upon the expiration of the ninety (90) day period, the Program will revert to the 40 Minute Mode.

6.3 Termination by End-User.

You may terminate the License at any time by removing or destroying all copies of the Program and all copies of related Materials and instructions, regardless of the form from Your Computer or device.

6.4 Termination by Cause.

Your License to the Program and This EULA will automatically terminate under any of the following:

6.4.1

If You breach or fail to comply with any of the terms of This EULA,

6.4.2

if You remove from your Computer(s) and destroy all copies of the Program in your possession or that You control or

6.4.3

if your License Term ends, terminates or lapses including for failure to pay any renewal Fee or pay any other applicable Fee;

6.4.4

This license is immediately terminated in the event the Licensee fails to comply with any term or condition of this agreement, whether or not Freedom Scientific has knowledge of the failure to comply.

6.5

Upon termination of this Agreement, You are required to immediately cease use of the Program and destroy, delete or remove all copies of the Software from your Computer(s). You agree to destroy, delete and remove all copies of the Program together with all related Materials instructions, regardless of form, at such time this agreement is terminated.

7. LIMITED WARRANTY

7.1 LIMITED WARRANTY.

FREEDOM SCIENTIFIC HEREBY MAKES THE FOLLOWING LIMITED WARRANTY THAT THE MEDIA ON WHICH THE PROGRAM IS FURNISHED OR ELECTRONIC COPY OF THE SOFTWARE SHALL TO BE FREE FROM DEFECTS IN MATERIALS AND WORKMANSHIP, WHEN IN NORMAL USE, FOR A PERIOD OF NINETY (90) DAYS FROM THE DATE OF DELIVERY OR DOWNLOAD AS EVIDENCED BY A COPY OF YOUR RECEIPT. IN THE EVENT THAT THE COPY OF THE SOFTWARE IS CORRUPTED AFTER DOWNLOAD, YOU MAY DOWNLOAD A REPLACEMENT COPY OF THE SOFTWARE. THE LIMITED WARRANTY WILL BE HONORED BY FREEDOM SCIENTIFIC PROVIDED THAT THE MEDIA IS PROPERLY STORED IN AN AREA FREE OF MAGNETS AND/OR MAGNETIC FIELDS AND PROVIDED THAT DEFECTS IN THE MATERIALS AND WORKMANSHIP OF THE MEDIA OR ELECTRONIC COPY DO NOT RESULT FROM AN ACT OF GOD OR OTHER CAUSE BEYOND THE CONTROL OF FREEDOM SCIENTIFIC OR THE MEDIA MANUFACTURER. LICENSOR MAKES NO OTHER REPRESENTATION AND WARRANTIES, EXPRESS OR IMPLIED, AS TO THE SOFTWARE OR RESULTS OF USE THEREOF.

AS-IS AND DISCLAIMER OF WARRANTIES. EXCEPT FOR THE EXPRESS LIMITED WARRANTY IN THE SECTION 7.1 AND TO THE MAXIMUM EXTENT ALLOWABLE BY LAW, FREEDOM SCIENTIFIC PROVIDES THE PROGRAM TO YOU AS LICENSEE "AS IS" AND WITH ALL FAULTS, MAKES NO OTHER WARRANTIES RELATED TO THE SOFTWARE, AND PROVIDES THE PROGRAM WITHOUT ANY OTHER WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. FREEDOM SCIENTIFIC DOES NOT WARRANT, AND YOU HEREBY WAIVE ANY WARRANTY, THAT USE OF OR ACCESS TO THE SOFTWARE BY END USER WILL BE ERROR FREE. FREEDOM SCIENTIFIC DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE PROGRAM WILL MEET YOUR REQUIREMENTS.

LICENSOR MAKES NO REPRESENTATIONS OR WARRANTIES (AND EXPRESSLY DISCLAIMS ALL WARRANTIES) WITH RESPECT TO ANY HARDWARE, SOFTWARE, DATA OR INFORMATION NOT SUPPLIED BY FREEDOM SCIENTIFIC, ANY INFORMATION, DATA, FORMULAS OR ALGORITHMS USED, ACCESSED BY OR INCORPORATED INTO THE SOFTWARE, OR ABOUT ANY DEFECTS RELATED TO DOWNLOAD OR INTERNET CONNECTIVITY PROBLEMS DURING DOWNLOAD OF THE SOFTWARE.

YOU AS END USER HEREBY ACKNOWLEDGE AND AGREE THAT USE OF THE SOFTWARE SHALL BE AT YOUR SOLE AND EXCLUSIVE RISK AND SUBJECT TO ALL APPLICABLE RULES, REGULATIONS AND APPLICABLE LAWS. YOU HEREBY ACKNOWLEDGE THAT THE SOFTWARE MAY CONTAIN ERRORS, INACCURACIES AND OMISSIONS. YOU ASSUME ANY AND ALL RISKS AS TO THE RESULTS AND PERFORMANCE OF THE SOFTWARE, INCLUDING ANY RISK, DAMAGE, LOSS OR HARM INCURRED BY YOU ASSOCIATED WITH YOUR USE OR DOWNLOADING THE SOFTWARE.

AS THE EXCLUSION OF IMPLIED WARRANTIES ARE NOT PERMITTED BY SOME STATES OR JURISDICTIONS, THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. IN THAT CASE, ANY IMPLIED WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE EARLIER DATE OF DOWNLOAD OR ACTIVATION OF THE LICENSE.

8. LIMITATION OF REMEDIES

8.1

FREEDOM SCIENTIFIC'S ENTIRE LIABILITY AND THE LICENSEE'S EXCLUSIVE REMEDY UNDER THE LIMITED WARRANTY DURING THE WARRANTY PERIOD SHALL BE THAT FREEDOM SCIENTIFIC, AT ITS SOLE OPTION, WILL EITHER REPAIR OR REPLACE ANY MEDIA OR ELECTRONIC COPY NOT MEETING FREEDOM SCIENTIFIC'S LIMITED WARRANTY OR ALLOW FOR FURTHER DOWNLOAD OR UPGRADES OF THE SOFTWARE OF THE PROGRAM.

8.2 LIMITATION OF DAMAGES.

TO THE FULLEST AND MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, REGARDLESS OF WHETHER OR NOT ANY REMEDY SET FORTH HEREIN FAILS IN ITS ESSENTIAL PURPOSE, IN NO EVENT WILL FREEDOM SCIENTIFIC BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, DIRECT, INDIRECT, SPECIAL, PUNITIVE OR OTHER DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS), ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE SOFTWARE OR PROGRAM, ANY DATA, INFORMATION, RESULTS PROVIDED BY OR THROUGH THE SOFTWARE OR PROVISION OR FAILURE TO PROVIDE SUPPORT SERVICES, AND WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF FREEDOM SCIENTIFIC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE ENTIRE LIABILITY OF LICENSOR FOR ANY DAMAGES UNDER ANY PROVISION OF THIS EULA SHALL BE LIMITED TO THE ACTUAL FEES PAID TO LICENSOR BY END USER OR ON BEHALF OF END USER FOR THIS SINGLE LICENSE.

9. REPLACEMENT, MODIFICATION AND/OR UPGRADES.

Freedom Scientific may, from time to time, and for a fee, replace, modify or upgrade the Software or provide new release versions of the Software. If and when You accept any such replacement, modified or new version of the Software or any upgrade to the Software (“Additional Software”), the Additional Software will be considered part of the Software and your use of the Additional Software will be subject to the terms and conditions of this Agreement (or any Agreement that supersedes this Agreement which governs the use of such Additional Software). If You do not agree to be bound by such superseding Agreement, You may not use the Additional Software, and in the event that You are currently using or have used any Additional Software without agreeing to any superseding agreement, You must cease such use and remove such Additional Software from your Computer and all Licenses will be considered terminated. Freedom Scientific reserves the right to discontinue support for all versions of the Software other than the then-current released version or updated Software. To be eligible to use any Software identified as an upgrade or new version of the Software, you  must be first licensed and current in your License for the Software eligible for the Upgrade.

10. INDEMNIFICATION.

User agrees to indemnify and hold Freedom Scientific, its officers, directors, employees, affiliates, subsidiaries, successors, assigns, directors, officers, agents, service providers, suppliers, employees, and representatives harmless from any and all claims, losses, demands, fines, penalties, costs, and expenses including reasonable attorney fees and court costs, made by any third party due to or arising out of, or Your violation of any rights of another made by or on behalf of End User or any third party in connection with or arising out of your download, access, and/or use of the Program, including any content or services provided therein, any information transmitted during Your use of the Program, Your violation of any term or condition of this Agreement or the Organizational License, Your breach of any of the representations and warranties herein, and your violation of applicable laws or any rights of another person or entity.

11. OTHER PROVISIONS

11.1 Restrictions on Assignment and Transfer.

You may not sublicense, assign, or transfer this License or Agreement to another party. Any attempt to sublicense, assign or transfer any of the rights, duties or obligations under this agreement shall be null and void and without any legal effect.

11.2 Consent to Use of Information.

By using the Program, You explicitly consent to use by Freedom Scientific of any personally identifiable information about You collected by Freedom Scientific or that You provide to Freedom Scientific, in accordance with the Freedom Scientific Privacy Policy available at: http://www.freedomscientific.com/About/Index/PrivacyPolicy

11.3

This product uses the ETI-Eloquence text-to-speech system that contains material copyrighted by Nuance, Inc.

11.4 Governing Law, Jurisdiction and Venue.

This Agreement shall be governed interpreted, construed and enforced in accordance with the laws of the State of Florida. The parties agree that the sole and exclusive venue and jurisdiction for filing and maintaining any lawsuit or other action or proceeding related to this Agreement shall be in the state or federal courts sitting in Pinellas County, Florida. Each party, by executing this Agreement, consents and submits itself to the personal jurisdiction of such court. The parties agree that no UCITA or similar provision from the states of Washington, Maryland and any other shall apply to this Agreement.

11.5 Export Restrictions.

You may not export, ship, transmit or re-export the Program in violation of any applicable law or regulation, including but not limited to, Export Administration Regulations issued by the U.S. Department of Commerce. Unless in compliance with applicable law and specifically authorized in writing by Freedom Scientific, You shall not export the Program under any circumstances whatsoever. In any case, You will indemnify and hold Freedom Scientific harmless from any and all claims, losses, liabilities, damages, fines, penalties, costs and expenses (including reasonable attorney’s fees) arising from, or relating to, any breach by You of Your obligations under this section.

11.6 Waiver.

No failure or delay by either party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder.

11.7 Severability.

In the event that any one or more of the provisions of this Agreement are held to be invalid or otherwise unenforceable, the enforceability of the remaining provisions shall be unimpaired and enforced to the full extent permitted by law.

11.8 Injunctive Relief.

User agrees that in the event of a breach by You of any provision of this Agreement, Freedom Scientific shall be entitled to seek and obtain injunctive or other equitable relief, or both, in each case without the requirement to post any bond or other form of security, and without such act constituting an election of remedies or disentitling Freedom Scientific to each and every remedy available at law or in equity for a breach of this Agreement by You.

11.9 Entire Agreement.

Except to the extent governed by an Organizational License, this Agreement constitutes the entire agreement between You and Freedom Scientific related to the Program and supersedes all prior or contemporaneous agreements, proposals, negotiations, representations and communications between You and Freedom Scientific related to the Program. You acknowledge that You have not been induced to enter into this Agreement by any representations or promises not specifically stated herein.

If You have questions concerning this agreement, contact Freedom Scientific for clarification at 11800 31st Court North, St. Petersburg, FL 33716, or phone (727) 803-8000.