LICENSE AGREEMENT

IMPORTANT–READ CAREFULLY: This License Agreement (“Agreement”) is a legal agreement between you (either an individual or a single entity) and Captaris, Inc. (“Captaris”) for the computer software, development tools, specifications, documentation or other resources being downloaded (“Product”).

YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT BY DOWNLOADING, INSTALLING, COPYING OR OTHERWISE USING THE PRODUCT.  IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT DOWNLOAD, INSTALL, COPY OR USE THE PRODUCT. 

* Definitions.

“Developer Solutions” means software applications developed by you that operate with or extend the functions or features of the Captaris Products.

“Developer Tools” means software development kits, previously authored code, sample software code,  or other programming resources or development tools but does not include Packaged Software.

“Packaged Software” means RightFax®, Captaris Workflow®, Alchemy® and other software products that Captaris makes generally commercially available.

* Developer Program Subscription Agreement.  If you have entered into a Developer Program Subscription Agreement with Captaris, the terms of that agreement supersede the terms of this Agreement with respect to any conflicting terms.

* License.  Subject to the terms and conditions herein, Captaris grants you a non-exclusive, non-transferable, license to use the Product for your internal business purposes with the following more specific license terms:

(a)        you may install and use Developer Tools on a number of computers equal to the number of named users permitted for the tier level for which you have subscribed and for which you have paid the applicable fees and use the Developer Tools on those computers solely in connection with your development of Developer Solutions and only where such Developer Solutions are to be used internally for your own internal business purposes;

(b)        you may install and use one (1) copy of Packaged Software on a computer owned or controlled by you solely for internal testing and development work in connection with the design and development of Developer Solutions; and

(c)        with respect to any specifications, documentation or other information, you may make a reasonable number of copies of such specifications, documentation and other information for the number of named users permitted for the tier level for which you have subscribed and for which you have paid the applicable fees and use such specifications, documentation and other information in connection with the design and development of Developer Solutions.

* Documentation.  You may make and use a reasonable number of copies of any documentation provided with the Product; provided, that such copies will only be used for internal business purposes and are not to be republished or redistributed (either in hard copy or electronic form) beyond your premises.

* Backup.  You may make one copy of the Product for back-up and archival purposes.

* Updates.  Any software provided to you by Captaris which updates or supplements the original Product is governed by this Agreement unless separate license terms are provided with such updates or supplements, in which case, such separate terms will govern.

* License Limitations.  The preceding licenses apply only to the extent you have ordered and paid for the applicable licenses.  The preceding states the entirety of your rights with respect to the Product.  Captaris reserves all rights not expressly granted to you in this Agreement.  Without limiting the foregoing, you will not, and you will not authorize or permit any third party to:

(a)        use the Product for any purpose other than your internal business purposes;

(b)        license, distribute, lease, rent, lend, transfer, assign or otherwise dispose of the Product or Developer Solutions or use the Product or any Developer Solutions in any commercial hosted or service bureau environment;

(c)        reverse engineer, decompile, disassemble or attempt to discover the source code for or any trade secrets related to the Product, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation;

(d)        modify, alter or create any derivative works of the Product, except for creation of Developer Solutions if and to the extent permitted under this Agreement; or

(e)        remove, alter or obscure any copyright notice or other proprietary rights notice on the Product.

   *  Audit.  Captaris shall have the right to audit your compliance with the terms of this Agreement.  You agree to grant access to Captaris to facilities, equipment, books, records and documents and to otherwise reasonably cooperate with Captaris in order to facilitate any such audit.

* Ownership.  The Product is valuable property of Captaris and its suppliers and is protected by copyright and other intellectual property laws and treaties.  Captaris retains all right, title and interest in and to the Product and all copyright and other intellectual property rights in the Product.

* Disclaimer of Warranties.  The Product consists of development tools and resources and, as such, is provided “as is” and with all faults and defects and Captaris makes no warranties with respect to the Product or your use or ability to use the Product.  captAris and its suppliers provide the product “as is” and with all faults.  captaris and its suppliers hereby disclaim ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, ARISING BY LAW OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTies OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, TITLE and NONINFRINGEMENT, with regard to the product.  without limiting the foregoing, captaris does not warrant that the product will be free of bugs, errors, viruses or other defects.

* Disclaimer of Certain Damages.  IN NO EVENT WILL CAPTARIS OR ITS SUPPLIERS BE LIABLE FOR THE COST OF COVER OR FOR ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL OR SIMILAR DAMAGES OR LIABILITIES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO LOSS OF DATA, INFORMATION, REVENUE, PROFIT OR BUSINESS) ARISING OUT OF OR RELATING TO THE USE OR INABILITY TO USE THE PRODUCT OR OTHERWISE UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE PRODUCT, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHER THEORY EVEN IF CAPTARIS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

* Limitation of Liability.  CAPTARIS’S AND ITS SUPPLIERS’ LIABILITY ARISING OUT OF OR RELATING TO THE USE OR INABILITY TO USE THE PRODUCT OR OTHERWISE UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE PRODUCT IS LIMITED TO THE AMOUNT ACTUALLY PAID TO CAPTARIS FOR THE PRODUCT REGARDLESS OF THE AMOUNT OF DAMAGES YOU MAY INCUR AND WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHER THEORY.  The foregoing disclaimer of warranties, disclaimer of certain damages and limitation of liability will apply to the maximum extent permitted by applicable law.  The laws of some states/jurisdictions do not allow the exclusion of implied warranties or the exclusion or limitation of certain damages.  To the extent that those laws apply to this Agreement, the exclusions and limitations set forth above may not apply to you.

* Export Restrictions.  You acknowledge that the Product is subject to U.S. export restrictions.  You agree to comply with all applicable laws and regulations that apply to the Product, including without limitation the U.S. Export Administration Regulations.

* U.S. Government License Rights.  All Product provided to the U.S. Government is provided with the commercial license rights and restrictions described in this Agreement.  By installing, copying or using the Product, the  U.S. Government agrees that the Product is "commercial computer software" or "commercial computer software documentation" within the meaning of FAR Part 12.

* Trademarks.  This Agreement does not grant you any rights in connection with any trademarks or service marks of Captaris or its suppliers.

* Termination.  Without prejudice to any other rights, Captaris may terminate this Agreement if you do not abide by the terms and conditions contained herein.  In such event, you must cease use of the Product and destroy all copies of the Product and all of its component parts.

* Transfer.  You may not transfer your rights under this Agreement to any third party.

* Governing Law; Jurisdiction.  Unless expressly prohibited by local law, this Agreement is governed by the laws of the State of Washington, U.S.A. without regard to any conflict of law principles to the contrary.  The 1980 U.N. Convention on Contracts for the International Sale of Goods or any successor thereto does not apply.  You hereby irrevocably submit to jurisdiction of the state and federal courts located in King County, Washington with respect to any proceeding under this Agreement or relating to the Product.  You will not prosecute any action, suit, proceeding or claim arising under or by reason of this Agreement except in such courts. 

* Attorneys' Fees.  In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and reasonable attorneys' fees. 

* Severability.  If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, the remainder of this Agreement will remain in full force and effect.

* English Language.  It is the express wish of the parties that this Agreement and all related documents be drawn up in English. C'est la volonté expresse exigé par les parties que cette convention et tous les documents y afférents, soient rédigés en anglais seulement.

   * Entire Agreement.  Except as expressly set forth above with respect to Developer Program Subscription Agreements, this Agreement sets forth the entire agreement of Captaris and you with respect to the Product and the subject matter hereof and supersedes all prior and contemporaneous understandings and agreements whether written or oral.  No amendment, modification or waiver of any of the provisions of this Agreement will be valid unless set forth in a written instrument signed by the party to be bound thereby.