The Axiohm Download Agreement

1) Software
Axiohm Transaction Solutions, Inc. and Axiohm's Suppliers, Affiliates and Representatives ("Axiohm") provide certain software drivers on Axiohm's website or which is made available to You or Your company ("You"), and which may be downloaded from Axiohm's website, or which may come into Your possession through any other means. These software drivers and all other accompanying or adjunct software are hereinafter referred to as "Software." Software includes the software components, media, all copies made by You and any upgrades, modified versions, updates, additions and copies of Software.

2) Software License
Axiohm hereby grants to You a personal, nonexclusive, limited license to download, install and use the Software. You may also make copies of the Software as necessary and these shall only be used for archival/backup purposes. Axiohm reserves all rights in the Software not licensed or granted to You by Axiohm.

3) Other Rights and Limitations
Software is licensed to You as a single unit, and its individual component programs may not be separated. You shall not modify, adapt or translate the Software. You shall not attempt to reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of Software. You shall not rent, lease, distribute, sublicense or lend Software to third parties. It is permitted that You may transfer all Your rights to use Software to another person or legal entity. This is only allowed if You transfer this Agreement along with the Software including all of Your copies and updates to such person or entity, and that You retain no copies stored on any computers or other media. Further, You shall not place Software onto a server in order to distribute the Software to You or to any third parties via a public network such as the Internet.

4) Ownership
The Software is protected by United States Copyright Law and international copyright treaties, as well as other intellectual property laws and treaties. The title, ownership rights, benefits and intellectual property rights in and to Software remain the sole property of Axiohm. There is no transfer to You or any third party of any title to or ownership of Software. The License shall not be construed as a sale of any rights in Software. The copyright, trademark, registered mark remain the sole property of Axiohm and You shall not remove or alter these (including proprietary notices) in any way.

5) Warranty Disclaimers
THIS SOFTWARE IS PROVIDED "AS IS" AND WITHOUT ANY WARRANTY OF ANY KIND. AXIOHM DOES NOT AND CANNOT WARRANT THE PERFORMANCE OR RESULTS YOU MAY OBTAIN BY USING SOFTWARE. The use of the Software is at your own risk and You acknowledge and agree to this.

6) Limitation of Liability
IN NO EVENT WILL AXIOHM BE LIABLE TO YOU, WHETHER ARISING UNDER CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OR WARRANTY, MISREPRESENTATION OR OTHERWISE, FOR ANY DIRECT, CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES, INCLUDING ANY LOST PROFITS OR LOST SAVINGS, EVEN IF AXIOHM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY THIRD PARTY. In no event shall Axiohm's liability for any damages, regardless of the nature of the claim, exceed the amount paid by You for Software or ten dollars ($20.00) whichever is greater.

7) Termination
This Agreement shall automatically terminate upon failure by You to comply with the terms of this Agreement, without prejudice to any other rights Axiohm has. You may also terminate this Agreement at any time by destroying Software and all copies, including backups on your computer or other media.

8) U.S. Government Restricted Rights
Axiohm provides this Software with restricted rights, as follows. Use, duplication, or disclosure by the Government is subject to restrictions 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 48 CFR 52.227-19, as applicable, and any amendments thereto.

9) Export Restriction
You shall not ship, transfer, sell or export Software into any country or use Software in any manner prohibited by the United States Export Administration Act or any other export laws, restrictions or regulations.

10) Governing Law and General Provisions
This Agreement is governed and construed under the laws of the State of New York, U.S.A. This Agreement is not governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. This Agreement is the entire agreement between Axiohm and You (the "Parties") related to Software, and supersedes any purchase order, communication, advertisement, or representation concerning Software. This Agreement is binding upon, and inures to the benefit of, the Parties and their respective successors, assigns and legal representatives. If any provision herein is found void or unenforceable, such provision will not affect the validity of the balance of this Agreement, which shall remain valid and enforceable according to its terms. This Agreement may only be modified in writing signed by an authorized officer of Axiohm.

11) Canadian Provisions
The Parties confirm that it is their wish that this Agreement shall be drawn up in the English language only. Les parties aux présentes confirment leur volenté que cette convention de même que tous les documents, y compris tous avis, qui s'y rattache, soient rédigés en langue anglaise seulement.