READ 21

SOFTWARE LICENSE AGREEMENT

This Agreement is made between purchaser of the license (the"Licensee” and Read 21(the "Licensor") with a principal place of business at 2774 Cobb Pkwy NW, Ste 109-212, Kennesaw, Georgia 30152.

1. DEFINITIONS.

(a) "Software" means the computer programs and documentation listed and described in Schedule A attached to this Agreement.

(b) "Install" means accessing the software through the web access for the functionality and operation for each user.

(c) "Use" means (i) executing or accessing the Software through the Read 21 portal.

2. GRANT OF RIGHTS. Licensor hereby grants to Licensee a nonexclusive license to use the Software on any computer, provided such computers can access the Internet. The preferred browser is Chrome; although, the Software will work with Safari and MS Edge. The Software does not work properly with Firefox. Access to the computer's microphone is required for the Software to fully work efficiently.

3. LICENSE TERM. This License is effective when executed by both parties and will last for a term of 1 year unless otherwise specified.

4. LICENSE FEE. Licensee agrees to pay Licensor the license fees: identified on the website.

5. TERMINATION. Licensor shall have the right to immediately terminate this License if Licensee fails to perform any obligation required of Licensee under this License or if Licensee becomes bankrupt or insolvent.

6. TITLE TO SOFTWARE. Licensor retains title to and ownership of the Software and all enhancements, modifications and updates of the Software.

7. MODIFICATIONS AND ENHANCEMENTS. Licensee will make no efforts to reverse engineer the Software, or make any modifications or enhancements without Licensor's express written consent.

8. WARRANTY LIMITATIONS. THE LICENSOR AGREES TO PROVIDE TECHNICAL HELP WITHIN 48 HOURS OF ANY ISSUES ARISING WITH THE SOFTWARE. THE LICENSEE AGREES TO CONTACT THE LICENSOR VIA EMAIL AND TEXT MESSAGE WITH ANY TECHNICAL ISSUES. THE LICENSEE HOLDS THE LICENSOR HARMLESS OF TECHNICAL ISSUES DERIVING FROM USER ERROR OR SOFTWARE ERRORS.

9. REMEDY LIMITATIONS. Licensor's entire liability and Licensor's sole and exclusive remedy for breach of the foregoing warranty shall be Licensor's option to either:
- return to Licensee the license fee for the period in which the Software did not perform according to this warranty beyond 48 hours, or
- repair the defects of the Software.

10. CONFIDENTIALITY. Licensee will treat the Software as a trade secret and proprietary know-how belonging to Licensor that is being made available to Licensee in confidence. Licensee agrees to treat the Software with at least the same care as it treats its own confidential or proprietary information. Licensor may collect anonymized sound recordings and disaggregate the data to improve the accuracy of the speech recognition system.

11. ARBITRATION. The parties agree to submit any dispute under this License to binding arbitration under the rules of the American Arbitration Association in the following location: Kennesaw, GA. Judgement upon the award rendered by the arbitrator may be entered in any court with jurisdiction to do so.

12. ATTORNEY FEES. If any legal action is necessary to enforce this License, the prevailing party shall be entitled to reasonable attorney fees, costs and expenses in addition to any other relief to which it may be entitled.

13. GENERAL PROVISIONS.

(a) Complete Agreement: This License Agreement together with all schedules referred to in this Agreement, all of which are incorporated herein by reference, constitutes the sole and entire Agreement between the parties. This Agreement supersedes all prior understandings, agreements, representations and documentation relating to the subject matter of this Agreement.

(b) Modifications: Modifications and amendments to this Agreement, including any exhibit, schedule or attachment hereto, shall be enforceable only if in writing and signed by authorized representatives of both parties.

(c) Applicable law: This License will be governed by the laws of the State of Georgia.

(d) Notices: All notices and other communications given in connection with this License shall be in writing and shall be deemed given as follows:

- When delivered personally to the recipient's physical address as appearing in the introductory paragraph to this License or via known email;

- When sent by email of the recipient known to the party giving notice. Notice is effective upon signed receipt.

Any party may change its address appearing in the introductory paragraph to this License by given notice of the change in accordance with this paragraph.

(e) No Agency: Nothing contained herein will be construed as creating any agency, partnership, joint venture or other form of joint enterprise between the parties.

14. ASSIGNMENT. The rights conferred by this License shall not be assignable by the Licensee without Licensor's prior written consent. Licensor may impose a reasonable license fee on any such assignment.

15. SIGNATURES. This License shall be considered signed after the “Agree” box is checked on the Read 21 website.

The License shall be effective at date of purchase or date selected by the purchaser.

LICENSOR Read 21

Copyright 2022 Read 21 - Fluency