ePrint SOFTWARE LICENSE AGREEMENT – C DLL Edition

THIS SOFTWARE LICENSE AGREEMENT ("AGREEMENT") IS A LEGAL CONTRACT BETWEEN YOU (EITHER AN INDIVIDUAL OR AN ENTITY) AND LEAD TECHNOLOGIES, INC. ("LEAD"). BY INSTALLING OR USING THE SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, REMOVE THE PRODUCT FROM YOUR HARD DRIVE AND PERMANENTLY ERASE ALL COPIES OF THE PRODUCT. IF THE SOFTWARE HAS BEEN DELIVERED TO YOU ON PHYSICAL MEDIA, SUCH AS A CD OR DISKETTE, YOU MUST PROMPTLY RETURN THE SOFTWARE WITH PROOF OF PURCHASE TO THE PLACE WHERE IT WAS PURCHASED FOR A FULL REFUND OF THE AMOUNT PAID. IF YOU HAVE DOWNLOADED THE SOFTWARE FROM LEAD'S WEBSITE, YOU HAVE BEEN REQUIRED TO ACCEPT THIS LICENSE AGREEMENT PRIOR TO DOWNLOADING THE SOFTWARE. LEAD DOES NOT PROVIDE REFUNDS FOR SOFTWARE THAT IS DOWNLOADED FROM ITS E-COMMERCE WEBSITE.

1.

Definitions. As used in this Agreement, the following terms, when capitalized, will have the following meanings:

(a)

"End Users " means customers, employees, contractors and other third parties who receive a license to use the Combined Product solely for personal or business use, and not for further distribution, modification or remarketing.

(b)

"Combined Product" means the product created by bundling the Software and the Application Software.

(c)

"ePrint Redistributables" means Software files which may be copied and redistributed to End Users as part of the Combined Product. The ePrint Redistributables are those files identified in the Software help file as being redistributable.

(d)

"Licensee" refers to you, the person who has licensed the Software and is accepting the terms of this Agreement.

(e)

"Application Software" means the software program Licensee is integrating with the Software to create the Combined Product. The Application Software must have substantial independent functionality and value separate and apart from the Software.

(f)

"Software" means the accompanying LEAD software program known as LEADTOOLS ePrint C DLL, in machine readable binary object code form, (the "Software"), which may include electronic documentation.

2.

License Grants. LEAD hereby grants and Licensee hereby accepts the following nonexclusive licenses and rights with respect to the Software.

(a)

Grant of License to use the Software for Development Purposes. LEAD hereby grants to Licensee and Licensee hereby accepts a worldwide, nonexclusive and nontransferable license to install the Software on one (1) computer and use the Software application programming interface ("C DLL") for the purpose of integrating the Software with the Application Software to create the Combined Product. Licensee may make a reasonable number of archival copies of the Software.

(b)

Grant of Distribution and Deployment License. So long as this Agreement remains in effect and subject to the terms hereof, including payment of the runtime license fees described in paragraph 3 hereof, LEAD grants Licensee a worldwide, nonexclusive and nontransferable license to copy, have copied, publish and duplicate the ePrint Redistributables and distribute with the Combined Product, and to grant licenses in the Combined Product to End Users, directly, and through customary reseller and distribution channels. Licensee is further granted a worldwide, nonexclusive and nontransferable license to install and deploy the Combined Product, on computers owned or controlled by Licensee for use by Licensee End Users for internal use.

(c)

Restrictions. Licensee may not use, copy, distribute, publish, sublicense, lease or transfer the Software except as expressly provided for in this Agreement and may not grant any rights in the Software inconsistent with the terms of this Agreement. Licensee may not distribute or use the Software as a stand-alone product; the Software may only be used or offered in connection with the Combined Product. Licensee will not modify, decompile, disassemble or reverse engineer the Software or attempt to do so except to the extent expressly permitted by applicable law. Licensee will not include the Software or any portion thereof in a product that is intended for use by computer programmers such as a developer toolkit product. No rights to the source code version of the Software are granted herein.

(d)

Proprietary Rights. Except for the limited license granted herein, LEAD and its suppliers retain exclusive ownership of all proprietary rights (including all ownership rights, title, and interest in all associated intellectual property rights) in and to the Software. Licensee will not remove or destroy any proprietary markings or notices placed on the Software.

3.

Runtime Licenses. A runtime license is required for each "Deployment" of the Combined Product. A "Deployment" of Combined Product includes: (i) each copy of the Combined Product installed by Licensee for internal use and (ii) each copy of the Combined Product distributed to third parties by Licensee and its resellers/distributors. If the Combined Product is installed on a network or server by Licensee or any of its customers, a runtime license is required for each computer that is connected to the network or server having access to the Application Software. Ten (10) runtime licenses are included with the initial purchase of the Software and Licensee will receive 10 unique serial numbers. A unique serial number is required to install the Software. Additional runtime licenses (serial numbers) can be purchased in the quantity blocks as follows:

4.

Licensee End Users. Licensee is fully responsible for the marketing, sale, support, installation, and distribution of the Combined Product to Licensee’s End Users. Licensee will indemnify and hold LEAD harmless from and against all liability, loss, cost, damage or expense, including reasonable attorneys fees, arising from Licensee’s distribution of the Combined Product, including any claims made by Licensee’s customers and other third parties.

5.

Limited Warranty. LEAD and its suppliers and licensors warrant to the original installer of the Software, for a period of thirty (30) days from the date of purchase, that the media on which the Software is distributed is substantially free from defects in materials and workmanship. Except as set forth above, the Software is sold "as is," without any express or implied warranties of any kind. ANY AND ALL IMPLIED WARRANTIES WITH RESPECT TO THE SOFTWARE AND THE ACCOMPANYING WRITTEN MATERIALS, INCLUDING, BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGMENT ARE EXPRESSLY DISCLAIMED.

5.

Remedies. Your exclusive remedy shall be, at LEAD’s sole option, (a) the refund of the amount you paid for the Software or (b) repair or replacement of the Software, provided that the defective Software is returned to LEAD (at LEAD Technologies, Inc., 1927 South Tryon Street, Suite 200, Charlotte, NC 28203, telephone 704-332-5532) along with proof of the date of purchase within thirty (30) days from the date of purchase. This limited Warranty is void if failure of the Software has resulted from accident, abuse, neglect or misapplication. Any replacement Software will be warranted for thirty (30) days.

6.

Limitation of Liabilities. IN NO EVENT WILL LEAD OR ITS SUPPLIERS AND LICENSORS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, ECONOMIC, COVER, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE, USER DOCUMENTATION, OR RELATED TECHNICAL SUPPORT, INCLUDING, WITHOUT LIMITATION, DAMAGES OR COSTS RELATING TO THE LOSS OF PROFITS, BUSINESS, GOODWILL, DATA, TIME OR COMPUTER PROGRAMS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL LEAD’S AND ITS SUPPLIERS’ AND LICENSORS’ LIABILITY EXCEED THE AMOUNT PAID BY YOU FOR THE SOFTWARE REGARDLESS OF THE FORM OF THE CLAIM (INCLUDING, WITHOUT LIMITATION, ANY CONTRACT, PRODUCT LIABILITY OR TORT CLAIM). BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

7.

U.S. Government Restricted Rights. The Software and user documentation is provided with RESTRICTED RIGHTS AND LIMITED 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 CFR 52.227-19, as applicable. LEAD Technologies, Inc., 1927 South Tryon Street, Suite 400, Charlotte, NC 28203.

8.

Indemnification. In the event that a claim is filed in a court of competent jurisdiction alleging that the Software used within the scope of the license granted hereunder directly infringes any copyright or trade secret of any third party ("Infringement Action"), LEAD shall indemnify, defend and hold Licensee harmless from and against such Infringement Action and any and all costs, damages, penalties and expenses, including reasonable attorneys’ fees, finally resulting from or awarded in actions attributable to such claim, provided that (a) Licensee promptly notifies LEAD in writing of the existence of such Infringement Action when Licensee becomes aware of such Infringement Action, (b) LEAD has control of the defense of such Infringement Action and all related settlement negotiations, and (c) Licensee provides all reasonable assistance and cooperation in such defense. In the event of an infringement claim for which LEAD is obligated to indemnify Licensee, LEAD may, at its sole discretion, (i) obtain a license that allows Licensee to continue using the Software, or (ii) replace or modify the Software so as to be non-infringing in a manner that does not materially affect its functionality. The foregoing represents LEAD’s sole responsibility to Licensee in the event of a third party infringement claim of any kind, and it is agreed that LEAD will have no responsibility or liability whatsoever in connection with any third party patent claims.

9.

Miscellaneous. No change or modification of the License will be valid unless it is in writing and is signed by LEAD. The provisions of this Agreement are severable; if any provision is held to be invalid or unenforceable, it shall not affect the validity or enforceability of any other provision. If the Software was acquired outside the United States, then local law may apply. Any and all disputes arising hereunder will be heard and settled exclusively in state or federal courts located in the city of Charlotte, County of Mecklenburg, North Carolina, and you hereby submit to the jurisdiction of such courts.