LICENSE.TXT =========== Webster's Lexxicon Publishing Corp. supplies three different license agreements for use with Steve Dossick's RabbitHelp (R) software. 1. If you are a business, institutional, or government user, the license in section one of this file applies to you. An order form with respect to this license is included herein. Network installation instructions and other technical support will be provided free of charge to registered users. 2. If you are an individual user, the file "Order.Doc" pertains to you. 3. If you are a shareware distributor, the license in section two of this file contains information regarding your permission to distribute this software. SECTION -1- Business/Institutional/Government User License STEVE DOSSICK'S RABBITHELP (R) for Windows (TM) Electronic Edition Copyright 1995 by Webster's Lexxicon Publishing Corp. All Rights Reserved. This software is protected by both United States Copyright Law and international treaty provisions. All Webster's Lexxicon Publishing Corp. products, including the cartoon characters Osgood the Rabbit, Frangiapan Duck, Oogalosh & Padeedy, Lorenzo Cat, Rex & Max, and related indicia, are Copyright Webster's Lexxicon Publishing Corp. All Rights Reserved. All Webster's Lexxicon Publishing Corp. products, including the cartoon characters Osgood the Rabbit, Frangiapan Duck, Oogalosh & Padeedy, Lorenzo Cat, Rex & Max, and related indicia, are trademarks or registered trademarks of Webster's Lexxicon Publishing Corp. STEVE DOSSICK'S RABBITHELP (R) is a registered trademark of Webster's Lexxicon Publishing Corp. Windows is a trademark of Microsoft Corporation. Other brand and product names are trademarks or registered trademarks of their respective holders, and are hereby acknowledged. BUSINESS ENTITY, INSTITUTIONAL, GOVERNMENT LICENSE AGREEMENT. If you are a business entity, institution, or government agency, this License Agreement applies to you. An order form with respect to this license is included in this file. ________________________________________________________________________________ Webster's Lexxicon Publishing Corp. BUSINESS ENTITY, INSTITUTIONAL, GOVERNMENT LICENSE AGREEMENT IMPORTANT NOTICE TO USERS ("ENTITY") - PLEASE READ CAREFULLY WEBSTER'S LEXXICON PUBLISHING CORP. THANKS YOU FOR SELECTING ONE OF OUR PRODUCTS. THIS IS THE WEBSTER'S LEXXICON PUBLISHING CORP. BUSINESS ENTITY, INSTITUTIONAL, GOVERNMENT LICENSE AGREEMENT, WHICH DESCRIBES WEBSTER'S LEXXICON PUBLISHING CORP.'S BUSINESS ENTITY, INSTITUTIONAL, GOVERNMENT LICENSE TERMS. ENTITY'S USE OF THIS SOFTWARE IS CONDITIONED UPON COMPLIANCE BY ENTITY WITH THE TERMS OF THIS AGREEMENT. THE SOFTWARE MAY BE EVALUATED FOR THIRTY DAYS ON A ROYALTY FREE BASIS. CONTINUED USE AFTER THE EVALUATION IS CONDITIONED UPON PAYMENT BY ENTITY OF THE LICENSE FEE, SPECIFIED IN A LETTER OF CONFIRMATION FROM WEBSTER'S LEXXICON PUBLISHING CORP. ("Webster's Lexxicon"). I. GRANT OF LICENSE. You acknowledge you have read this Customer License Contract, understand it, and agree to be bound by its terms. This license authorizes Entity to use the number of copies described in the confirmation letter from Webster's Lexxicon Publishing Corp., and for which Entity has paid Webster's Lexxicon Publishing Corp. the negotiated license fee. If the confirmation letter from Webster's Lexxicon Publishing Corp. indicates that Entity's license is "Corporate-Wide," this license will be deemed to cover copies duplicated and distributed by Entity for use on any additional incremental machines purchased or leased by Entity during the Term of the license, at no additional charge. This license will be in effect from the date of the confirmation letter from Webster's Lexxicon Publishing Corp. authorizing such continued use or such other period as is stated in the confirmation letter (the "Term"). If Entity does not obtain a confirmation letter and pay the applicable license fee, this license expires at the end of the thirty day evaluation period. This License is effective until terminated. You may terminate it at any time by destroying the Software together with any copies currently in your posession. The License also terminates if you fail to comply with the terms and conditions of this agreement, and additionally you need to destroy any copies or variations of the software. All updates must be accessed and downloaded from the Webster's Lexxicon Publishing Corp. electronic bulletin board (BBS), or Webster's Lexxicon Publishing Corp.'s designated FTP Internet site. Access instructions for the licensed user bulletin board are included in the confirmation letter. In the case where Entity is licensing more than 500 copies of the Software, all updates will also be provided in diskette form at no charge as they occur during the term of this license. The Software may not be distributed by Entity to any outside organization, corporation, or government agency. II. ONE CONTACT INDIVIDUAL. Support for Software problems and other product issues will be handled through one point of contact within the Entity. Entity shall designate the contact individual when placing its order with Webster's Lexxicon Publishing Corp. or a Webster's Lexxicon Publishing Corp. Authorized Agent. There will be no charge for support of the Software when directed through this contact individual. Support requests from any other organizational area will be subject to billing at Webster's Lexxicon published support rates. III. EMPLOYEE HOME USE OPTION. In the case where Entity is licensing more than 200 copies of the Software, Webster's Lexxicon Publishing Corp. will license the Software for home use by employees if requested by Entity, in writing, within the first year of the license. The cost for this option is 22% of the standard site license fee for that number of employee home use machines. IV. COPYRIGHT. This Software product (including any images, cartoon characters, illustrations and fictional locations, (including but not limited to "Websterland"), "applets," photographs, animations, video, audio, music, and text incorporated into the Software, is owned by Webster's Lexxicon Publishing Corp. and is protected by United States copyright laws and international treaty provisions. Therefore, you must treat the software like any other copyrighted material (e.g. a book or musical recording). You may not copy any printed materials which may accompany the software, nor print copies of any user documentation provided in "online" or other electronic form. Entity acknowledges that no title to the intellectual property in the Software is transferred to Entity. Entity further acknowledges that full ownership rights to the Software will remain the exclusive property of Webster's Lexxicon Publishing Corp., and Entity will not acquire any rights to the Software except as expressly set forth in this license. Entity agrees that any copies of the Software made by Entity will contain the same proprietary notices which appear on and in the Software. V. REVERSE ENGINEERING. Licensee understands and agrees, that the licensed Software is the valuable property of Webster's Lexxicon Publishing Corp. and is protected by the laws of copyright, trade secrets, and contract. Licensee will use its best efforts, and take all reasonable steps to protect the licensed Software from unauthorized use, copying or dissemination, and will maintain all proprietary and protective notices intact. Except as expressly licensed herein, Licensee may not use, copy, disseminate, distribute, or modify, translate, reverse engineer, decompile, disassemble, and/or create derivative works from the licensed Software, in whole or part, sell, lease, sublicense, rent, give, lend, or in any way transfer by any means or in any medium, the licensed Software. VI. WARRANTY. Webster's Lexxicon Publishing Corp. warrants that it has the right to license Entity to use the Software and that the Software will perform substantially in accordance with its accompanying documentation for a period of ninety (90) days from the date Webster's Lexxicon Publishing Corp. receives payment. The Warranty is void if failure of the Software has resulted from accident, abuse, or misapplication. Any replacement Software supplied to Entity will be warranted for the remainder of the original Warranty period. VII. LIMITATIONS OF REMEDIES. Webster's Lexxicon Publishing Corp. will attempt to answer your technical support requests concerning the Software; however, this service is offered on a reasonable efforts basis only, and Webster's Lexxicon Publishing Corp. may not be able to resolve every support request. Webster's Lexxicon Publishing Corp. supports the Software only if it is used under conditions and on operating systems for which the Software is designed. Your exclusive remedies and Webster's Lexxicon Publishing Corp.'s sole liabilities are replacement of this product or refund of the license fee. Webster's Lexxicon Publishing Corp. shall not be liable to you or any other person or entity for any consequential, incidental, special, exemplary or other direct or indirect damages arising from the use of, the results of the use of, or the inability to use the programs. Some states do not allow the limitation or exclusion of liability for incidental or consequential damages so the above limitations or exclusions may not apply to you. VIII. NO OTHER WARRANTIES. Except as provided above, the software is provided "AS IS" without warranty of any kind. This warranty is in lieu of any other warranties, express or implied, including the implied warranties of merchantability and fitness for a particular purpose. In no event will Webster's Lexxicon Publishing Corp. be liable to you for damages, including any loss of profits, lost savings, or other incidental or consequential damages arising out of your use of or inability to use the Software, even if Webster's Lexxicon Publishing Corp. or an authorized Webster's Lexxicon Publishing Corp. representative has been advised of the possibility of such damages. Because computer programs are inherently complex and thus may not be completely free of errors, you are advised to validate your work. Webster's Lexxicon Publishing Corp. does not warrant that the licensed product will meet your requirements, or that the operation of the software will be uninterrupted or error free. Although changes or improvements to the licensed product may be made, Webster's Lexxicon Publishing Corp. will be under no obligation to provide them to you. Webster's Lexxicon Publishing Corp. is not responsible for problems caused by changes in the operating characteristics of any computer hardware or computer operating systems which are made after the release of the licensed product. Some jurisdictions do not allow excluding or limiting implied warranties or limiting liability for incidental or consequential damages, and some jurisdictions have special statutory consumer protection provisions which may supercede this limitation. As a result, this limitation of liability may not apply to you if prohibited by the laws of your jurisdiction. IX. SEVERABILITY. If any provision of this Agreement is found to be unlawful, void, or unenforceable, then that provision shall be severed from this Agreement and will not affect the validity and enforceability of any of the remaining provisions. In the event of invalidity of any provision of this license, the parties agree that such invalidity shall not affect the validity of the remaining portions of this license. This Agreement shall be governed by the laws of the State of New York. X. NO LIABILITY FOR CONSEQUENTIAL DAMAGES. In no event will Webster's Lexxicon Publishing Corp. be liable for direct, indirect, incidental, special, exemplary, or consequential damages, or lost profits arising out of the use of or inability to use the licensed product or documentation, even if Webster's Lexxicon Publishing Corp. or an authorized Webster's Lexxicon Publishing Corp. representative has been advised of the possibility of such damages, or for any claim by any other party. In no event will Webster's Lexxicon Publishing Corp.'s liability for any claim, whether in contract, tort, or any other theory of liability, exceed the license fee paid by Entity. XI. TRADE SECRETS. You acknowledge that the licensed product contains trade secrets of Webster's Lexxicon Publishing Corp. Further, you agree to take all steps necessary to protect the licensed product, as well as any copies thereof from disclosure, and specifically agree not to disassemble, decompile, or reverse engineer any part of the source code of the software from the object code, or from other data provided to you under this Customer License Agreement. XII. EXPORT LAWS AND ASSURANCES. Entity agrees that neither the software nor the direct product thereof is intended to be shipped either directly or indirectly to country groups Q, S, W, Y, Z, Afghanistan or the People's Republic of China, unless a validated export license is obtained from the U.S. Department of Commerce. Entity agrees and certifies that neither this software product, nor any other technical data received from Webster's Lexxicon Publishing Corp., nor the direct product thereof, will be exported outside the United States. If this product has been rightfully obtained by you outside the United States, you agree that you will not reexport this product, nor any other technical data received from Webster's Lexxicon Publishing Corp., nor the direct product thereof, except as permitted by the laws and regulations of the United States and the laws and regulations of the jurisdiction in which you obtained this software product. XIII. APPLICABLE LAWS. This agreement shall be governed by and construed in accordance with the laws of the United States and the State of New York, including copyright, trade secret and trademark laws. If any provision of this License Agreement shall be held invalid, illegal or unenforceable, the validity, legality and or enforceability of the remaining provisions shall not in any way be affected or impaired thereby. Any claim arising out of this Agreement will be brought in the State of New York. XIV. U.S. GOVERNMENT RESTRICTED RIGHTS. The Software and any accompanying materials are provided with Restricted 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 48 CFR 52.227-19, as applicable. Contractor/manufacturer is Webster's Lexxicon Publishing Corp. at the address below. If you are acquiring this software product on behalf of any unit or agency of the United States Government, the following provisions apply. The Government agrees: (i) If this software product is supplied to the Department of Defense, this software product is classified as "Commercial Computer Software," and the Government is acquiring only "restricted rights" in this software product and its documentation as that term is defined in Clause 252.227-7013(c) (1) of the DFARS; and (ii) If this software product is supplied to any unit or agency of the United States Government other than the Department of Defense, the Government's rights in this software product and its documentation will be defined in Clause 52.227-19(c) (2) of the FAR, or, in the case of NASA, in Clause 1852.227-86(d) of the NASA Supplement to the FAR. XV. COMPLETE AGREEMENT. This Agreement, together with any Webster's Lexxicon Publishing Corp. confirmation letter constitute the entire agreement between Entity and Webster's Lexxicon Publishing Corp. which supersedes any prior agreement, including any prior license from Webster's Lexxicon Publishing Corp., or understanding, whether written or oral, relating to the subject matter of this Agreement. Webster's Lexxicon Publishing Corp. reserves the right to conduct or have conducted audits to verify Entity's compliance with this Agreement. The terms and conditions of this Agreement shall apply to all orders submitted to Webster's Lexxicon Publishing Corp. and shall supersede any different or additional terms on purchase orders from Entity. The section headings contained in this Agreement are inserted for convenience only, and are not intended to limit or define the substantive provisions to which they refer. XVI. ANY QUESTIONS? If you have any questions concerning the terms of this Agreement or special programs for educational or charitable organizations, please call (718) 897-1554, Fax (718) 896-0484, or write to Webster's Lexxicon Publishing Corp. Attn. Information Services, P.O. Box 751034, Forest Hills, New York 11375-8634. Webster's Lexxicon Software programs are available at special discounts for bulk purchases for sales, promotions, premiums, fundraising, or educational use. Single user, Site, Network, bundling licenses, Special Contract Editions of STEVE DOSSICK'S RABBITHELP (R) for Windows (TM) can also be created to specification. For details contact: Director, Sales Information Center Webster's Lexxicon Publishing Corp. P.O. Box 751034 Forest Hills, New York 11375-8634 Internet: sales@websters.com WLEXX990677BKR45E1A--9/95 ________________________________________________________________________________ WEBSTER'S LEXXICON PUBLISHING CORP. BUSINESS ENTITY, INSTITUTIONAL, GOVERNMENT ORDER FORM -- Thank you for registering Steve Dossick's RabbitHelp (R) -- Print this form out, enclose your payment, and mail it to the address below. Thank You! *This is a TEST-DRIVE release of Steve Dossick's RabbitHelp (R) from Webster's Lexxicon Publishing Corp. *It is a fully-functional version of the world's best-selling Windows add-on program designed to provide instant step-by-step online help for MS Word, MS Excel, Novell WordPerfect, and Lotus 1-2-3. *This RabbitHelp TEST-DRIVE release is fully operational, but is NOT the same as the current registered commercial release. * As a registered customer, you get access to technical support via voice, fax, and email, priority notification of all new releases, a 40% discount on major new software releases, and a password to Webster's Customer Download BBS mailed to you -- so that you can automatically update your current version of RabbitHelp (R) to the registered commercial release free of charge! ________________________________________________________________________________ Webster's Lexxicon Publishing Corp. BUSINESS ENTITY, INSTITUTIONAL, GOVERNMENT ORDER FORM PROGRAM: STEVE DOSSICK'S RABBITHELP (R) for Windows (TM) NUMBER OF COPIES AMOUNT MICROSOFT WORD WINDOWS ED. ($19.95 per copy.) _________ $________ WORDPERFECT WINDOWS ED. ($19.95. per copy.) _________ $________ MICROSOFT EXCEL WINDOWS ED. ($19.95. per copy.) _________ $________ LOTUS 1-2-3 WINDOWS ED. ($19.95. per copy.) _________ $________ -**Webster's Lexxicon Quantity Discount Schedule:**- 1-10 copies Standard Discount: N/A 11-50 10% 51-100 20% 101-200 30% 201-999 40% 1000-2000 50% 2001-3000 60% 3001+ Call We wish to license __________ copies of RabbitHelp. Payment is enclosed. Please send a letter of acceptance and confirmation to: Name:________________________________ Title:____________________________ Entity:_________________________________________________________________ DBA(s):_________________________________________________________________ Address:________________________________________________________________ ________________________________________________________________________ City/State:_____________________________________________________________ Zip Code:_______________________________________________________________ Telephone:_____________________ Fax:____________________________________ -**DISKETTES**- $4.95 for Disk Handling Fee (per copy, if a floppy $________ diskette is requested). Specify media preference: 3.5" HD: _______ 5.25" HD: _________ ******Disks are available at the time of registration only.****** Disks are shipped via U.S. Mail First Class in the United States only. Upgrades are available through the Webster's Lexxicon Publishing Corp. BBS, or designated World-Wide Web site only, and will not be mailed to users. -SALES TAX- New York residents add 8.25% $________ TOTAL . . . . . . . . . . . . . . . . . . . . . . . . $________ PAYMENT BY: Check/Money Order No.___________________ enclosed for $__________ PAYABLE TO: WEBSTER'S LEXXICON PUBLISHING CORP. MAIL TO: Webster's Lexxicon Publishing Corp. Attn: Consumer Product Registration P.O. Box 751034 Forest Hills, New York 11375-8634 For questions, orders, and any other information please call: (M-F, 8:30am - 5:30pm Eastern): (718) 897-1554 BUSINESS FAX (24 hour, Group III FAX): (718) 896-0484 FAX Bulletin Board System (24 hour, 68 nodes): 2400 - 33.8K baud, US Robotics HST DS: (718) 897-6902 BBS ENTITYAPP WLEXX990677BKR45E1A--9/95 ### SECTION -2- Shareware Distributor License STEVE DOSSICK'S RABBITHELP (R) for Windows (TM) Electronic Edition Copyright 1995 by Webster's Lexxicon Publishing Corp. All Rights Reserved. This software is protected by both United States Copyright Law and international treaty provisions. All Webster's Lexxicon Publishing Corp. products, including the cartoon characters Osgood the Rabbit, Frangiapan Duck, Oogalosh & Padeedy, Lorenzo Cat, Rex & Max, and related indicia, are Copyright Webster's Lexxicon Publishing Corp. All Rights Reserved. All Webster's Lexxicon Publishing Corp. products, including the cartoon characters Osgood the Rabbit, Frangiapan Duck, Oogalosh & Padeedy, Lorenzo Cat, Rex & Max, and related indicia, are trademarks or registered trademarks of Webster's Lexxicon Publishing Corp. STEVE DOSSICK'S RABBITHELP (R) is a registered trademark of Webster's Lexxicon Publishing Corp. Windows is a trademark of Microsoft Corporation. Other brand and product names are trademarks or registered trademarks of their respective holders, and are hereby acknowledged. SHAREWARE DISTRIBUTION LICENSE AGREEMENT. If you are a Shareware Distributor, this License Agreement applies to you. ------------------------------------------------------------------------------- Webster's Lexxicon Publishing Corp. SHAREWARE DISTRIBUTION LICENSE AGREEMENT IMPORTANT NOTICE TO SHAREWARE DISTRIBUTORS ("DISTRIBUTOR"): PLEASE READ CAREFULLY THIS IS THE WEBSTER'S LEXXICON PUBLISHING CORP. SHAREWARE DISTRIBUTION LICENSE AGREEMENT, WHICH DESCRIBES WEBSTER'S LEXXICON PUBLISHING CORP.'S SHAREWARE DISTRIBUTION LICENSE TERMS. PLEASE READ THE FOLLOWING LEGAL AGREEMENT CAREFULLY: DISTRIBUTOR'S RIGHT TO DISTRIBUTE THIS SOFTWARE IS CONDITIONED UPON COMPLIANCE BY DISTRIBUTOR WITH THE TERMS OF THIS AGREEMENT. I. GRANT OF LICENSE. Webster's Lexxicon Publishing Corp. ("Webster's Lexxicon") grants to the Distributor a nonexclusive, worldwide right to distribute the object code version of the Software as shareware. This license to distribute the Software is conditioned upon Distributor's compliance with the terms of this Agreement. Distributor will not copy the Software, except as necessary to use it in accordance with this license. Distributor is granted no right to modify or sublicense the Software. Distributor may download the Software files from Webster's Lexxicon Publishing Corp. electronic bulletin board system (BBS) at (718)897-6902, settings are 8Nl, ANSI or TTY emulation, and full duplex, or from Webster's Lexxicon Publishing Corp.'s designated FTP Internet site. All files of this Software must be distributed bundled together, with the Software .EXE files bundled with the all .DOC .INI .RHS or .TXT files. All Software distribution must be via diskettes (which are either write-protected or notchless) or via CD ROM, (in which case the original archive file from Webster's Lexxicon Publishing Corp. must be used). Distributor is prohibited from installing copies of the Software on hard drives or tape media, and distributing such hard drives, or tape storage media. II. NO SUBLICENSE FEE. Shareware Distributors may not charge their customers for the Software other than a nominal fee for diskettes, and must make clear on the diskette package and diskette label that the Software on the diskette is for evaluation purposes only, and that its use beyond 30 days requires a valid license or registration through Webster's Lexxicon Publishing Corp. Shareware Distributors agree not to offer any service or subscription that includes updates of Webster's Lexxicon Publishing Corp. Software. Such access to, or provision of, Webster's Lexxicon Publishing Corp. Software updates is a benefit of properly licensing the Software through Webster's Lexxicon Publishing Corp. All registration and licensing opportunities shall be referred to Webster's Lexxicon Publishing Corp. III. COPYRIGHT. This Software product (including any images, cartoon characters, illustrations and fictional locations, (including but not limited to "Websterland"), "applets," photographs, animations, video, audio, music, and text incorporated into the Software, is owned by Webster's Lexxicon Publishing Corp. and is protected by United States copyright laws and international treaty provisions. Distributor acknowledges that no title to the intellectual property in the Software is transferred to Distributor. Distributor further acknowledges that full ownership rights to the Software will remain the exclusive property of Webster's Lexxicon Publishing Corp. and Distributor will not acquire any rights to the Software except as expressly set forth in this license. Distributor agrees that any copies of the Software made by Distributor will contain the same proprietary notices which appear on and in the Software. IV. REVERSE ENGINEERING. Distributor agrees that it will not attempt, and will use its best efforts to prevent its employees from attempting to reverse compile, modify, translate or disassemble the Software in whole or in part. V. LIMITED END USER WARRANTY. Webster's Lexxicon Publishing Corp. warrants the Software TO END USERS ONLY, pursuant to the terms and conditions of the end user license, and NO warranty is extended to Distributor. In the event the Software does not conform to the limited warranty described in the end user license, Webster's Lexxicon Publishing Corp. will provide the end user with a solution in accordance with the terms of the end user license. Distributor agrees to provide Webster's Lexxicon Publishing Corp. with reasonable assistance in providing warranty assistance to end users. VI. NO OTHER WARRANTIES. Except as provided above, the software is provided "AS IS" without warranty of any kind. This warranty is in lieu of any other warranties, express or implied, including the implied warranties of merchantability and fitness for a particular purpose. In no event will Webster's Lexxicon Publishing Corp. be liable to you for damages, including any loss of profits, lost savings, or other incidental or consequential damages arising out of your use of or inability to use the Software, even if Webster's Lexxicon Publishing Corp. or an authorized Webster's Lexxicon Publishing Corp. representative has been advised of the possibility of such damages. Some jurisdictions do not allow excluding or limiting implied warranties or limiting liability for incidental or consequential damages, and some jurisdictions have special statutory consumer protection provisions which may supercede this limitation. As a result, this limitation of liability may not apply to you if prohibited by the laws of your jurisdiction. VII. SEVERABILITY. If any provision of this Agreement is found to be unlawful, void, or unenforceable, then that provision shall be severed from this Agreement and will not affect the validity and enforceability of any of the remaining provisions. In the event of invalidity of any provision of this license, the parties agree that such invalidity shall not affect the validity of the remaining portions of this license. This Agreement shall be governed by the laws of the State of New York. VIII. NO LIABILITY FOR CONSEQUENTIAL DAMAGES. In no event shall Webster's Lexxicon Publishing Corp. or its suppliers be liable for consequential, incidental or indirect damages of any kind arising out of the delivery, performance or use of the Software, even if Webster's Lexxicon Publishing Corp. has been advised of the possibility of such damages. In no event will Webster's Lexxicon Publishing Corp.'s liability for any claim, whether in contract, tort, or any other theory of liability, exceed the license fee paid by Distributor Entity. IX. EXPORT LAWS AND ASSURANCES. Distributor agrees that neither the software nor the direct product thereof is intended to be shipped either directly or indirectly to country groups Q, S, W, Y, Z, Afghanistan or the People's Republic of China, unless a validated export license is obtained from the U.S. Department of Commerce. Distributor Entity agrees and certifies that neither this software product, nor any other technical data received from Webster's Lexxicon Publishing Corp., nor the direct product thereof, will be exported outside the United States. If this product has been rightfully obtained by you outside the United States, you agree that you will not reexport this product, nor any other technical data received from Webster's Lexxicon Publishing Corp., nor the direct product thereof, except as permitted by the laws and regulations of the United States and the laws and regulations of the jurisdiction in which you obtained this software product. X. APPLICABLE LAWS. This agreement shall be governed by and construed in accordance with the laws of the United States and the State of New York, including copyright, trade secret and trademark laws. If any provision of this License Agreement shall be held invalid, illegal or unenforceable, the validity, legality and or enforceability of the remaining provisions shall not in any way be affected or impaired thereby. Any claim arising out of this Agreement will be brought in the State of New York. XI. U.S. GOVERNMENT RESTRICTED RIGHTS. If Distributor provides the Software for use by DoD, Distributor agrees to insure that the Software and any accompanying materials are provided with Restricted 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 48 CFR 52.227-19, as applicable. Contractor/manufacturer is Webster's Lexxicon Publishing Corp. at the address below. If Distributor provides the Software to or on behalf of any unit or agency of the United States Government, the following provisions apply. The Government agrees: (i) If this Software product is supplied to the Department of Defense, this Software product is classified as "Commercial Computer Software," and the Government is acquiring only "restricted rights" in this Software product and its documentation as that term is defined in Clause 252.227-7013(c) (1) of the DFARS; and (ii) If this Software product is supplied to any unit or agency of the United States Government other than the Department of Defense, the Government's rights in this Software product and its documentation will be defined in Clause 52.227-19(c) (2) of the FAR, or, in the case of NASA, in Clause 1852.227-86(d) of the NASA Supplement to the FAR. XII. COMPLETE AGREEMENT. This Agreement constitutes the entire agreement between Distributor and Webster's Lexxicon Publishing Corp. which supersedes any prior agreement, including any prior license from Webster's Lexxicon Publishing Corp. or understanding, whether written or oral, relating to the subject matter of this Agreement. Webster's Lexxicon Publishing Corp. reserves the right to conduct or have conducted audits to verify Distributor's compliance with this Agreement. ANY QUESTIONS? If you have any questions concerning the terms of this Agreement or special programs for educational or charitable organizations, please call (718) 897-1554, Fax (718) 896-0484, or write to Webster's Lexxicon Publishing Corp. Attn. Information Services, P.O. Box 751034, Forest Hills, New York 11375-8634. Webster's Lexxicon Software programs are available at special discounts for bulk purchases for sales, promotions, premiums, fundraising, or educational use. Special Editions can also be created to specification. For details contact: Director, Sales Information Center Webster's Lexxicon Publishing Corp. P.O. Box 751034 Forest Hills, New York 11375-8634 Internet: sales@websters.com WLEXX990677BKR45E1A--9/95