BENETECH BOOKSHARE.ORG LICENSE FOR USERS OUTSIDE OF THE UNITED STATES

THIS USER LICENSE AND AGREEMENT is between BENEFICENT TECHNOLOGY, INC., a California public benefit corporation doing business as The Benetech Bookshare.org Project, 480 South California Ave., Suite 201, Palo Alto, CA 94306, and the individual user who physically signed, or assented electronically, to this Agreement under the terms and conditions set forth herein.

1.0. INTRODUCTION
1.1. Definitions. The individual user is called "USER" or "YOU" and BENEFICENT TECHNOLOGY, INC. is called "BENETECH," "WE" or "US," depending upon the context of the reference. This License is referred to as "the Agreement," while the services WE provide are called "the Services" and the materials available on or from the Web Site described below are collectively called "the Content." The term "Web Site" means the electronically accessible World Wide Web location and its Content, and all Services associated with or part of the Web Site. References to the U.S. Copyright law includes all the applicable laws and treaties and the regulations and rules issued thereunder, unless the context clearly indicates a specific section of the U.S. Copyright Act, found in Title 17 of the United States Code.

1.2. Who We Are. WE are a charitable United States nonprofit corporation, qualified under IRC Section 501(c)(3), established for the purpose of developing and making available important technical solutions to ameliorate some of the problems of society. A primary mission of ours is to provide reading and information access solutions to people with disabilities.

1.3. What We Provide. WE have developed a Web Site, associated computer software, and an extensive database of materials available on the World Wide Web at the BENETECH Web Site located at www.bookshare.org. The Web Site is intended to allow individuals with legally established visual or other recognized reading disabilities, to access the Web Site for the purpose of downloading and using digitally formatted Content solely for their individual use. Some of this Content is made available to individuals outside of the United States with explicit permission from owners of the copyright of the Content ("International Content"). In those instances where the Content is known to be out of copyright, that Content is marked as in the public domain.

1.4. Who is Eligible to Use Our Web Site? The following Eligibility Criteria must be met for before persons can use our Service and the Content:

1.4.1 Individual Eligibility. If YOU are certified by Competent Authority acceptable to US, YOU are eligible to use this Service and the Content. Further information about how to become certified is explained below and elsewhere on our Web Site. If WE deem it necessary to meet our legal or contractual obligations, WE may request additional certification information from YOU, at any time, in order to permit access to the Web Site. The following are eligible for certification by a Competent Authority:
• Blind persons whose visual acuity, as determined by Competent Authority, is 20/200 or less in the better eye with correcting glasses, or whose widest diameter of visual field subtends an angular distance no greater than 20 degrees;
• Persons whose visual disability, with correction and regardless of optical measurement, is certified by Competent Authority as preventing the reading of standard printed material;
• Persons certified by Competent Authority as unable to read or unable to use standard printed material as a result of physical limitations; and,
• Persons certified by Competent Authority as having a reading disability resulting from organic dysfunction and of sufficient severity to prevent their reading printed material in a normal manner.
1.4.2. Residency. U.S. export control law prohibits the downloading of encrypted copyrighted books in the following countries that are the subject of U.S. trade embargoes, or by foreign nationals thereof: Cuba, Iran, Iraq, Libya, North Korea, Sudan and Syria. Residents or foreign nationals of these countries are not eligible to receive encrypted books from Bookshare.org. By agreeing to this license, you certify that you are not a resident or citizen of the foregoing countries.

2.0. BENETECH - OBLIGATIONS AND RIGHTS
2.1. Our Obligations.

2.1.1. Once YOU have been certified with a qualifying disability, are accepted by US as qualified, and when YOU have agreed to be bound by this Agreement, WE will provide YOU with a User ID and Password to access the Content of the Web Site and to decrypt the downloaded Content, solely for YOUR own use during the term of this Agreement.

2.1.2. WE grant YOU a terminable, non-exclusive, royalty free license to access the Web Site from YOUR computer and to download, display, and use the Content on the Web Site for YOUR own use, in accordance with the terms, conditions, and restrictions of this Agreement. WE do not own the actual copyrighted Content accessed through the Web Site. While YOU may download, display and reproduce the Content solely for your own use, any other use including reproduction, modification, distribution, retransmission, republication, public display, performance, re-hosting, tampering with, framing, or deep linking of this Web Site, its Contents, or its tools is strictly prohibited.

2.1.3. WE may provide YOU, at our discretion, with access software tools needed to assist in reading, displaying and printing downloaded Content, or to assist in processing of the Content. It is YOUR responsibility, however, to fully comply with the licensing terms that accompany such software tools.

2.1.4. WE will provide YOU with that level of technical support WE deem necessary and reasonable during the term of this Agreement. Because of the very low cost of our Service to YOU, free technical support is normally limited to electronic mail support only. WE reserve the right to offer paid telephone technical support options, but WE are not obligated to do so. WE make no representation and provide no assurance that the level of support provided will be adequate nor the extent that it will be available. All technical support will have limited hours of availability, established by US in our sole discretion.

2.1.5. Should the terms of use under this Agreement be changed, in our sole discretion, WE will post these changes on the Web Site and WE will notify YOU if material changes have been made to the terms of use by sending an email to the email address associated with YOUR account. YOU will have a choice of whether or not to continue YOUR use under the modified Agreement. If YOU do not wish to agree to the new terms, YOU may terminate the Agreement as outlined below. Unless YOU advise US that YOU have terminated because YOU disagree with the new terms, YOU will be deemed to have agreed to all the changes in applicable terms of use.

2.2. Our Rights.

2.2.1. Use of the Bookshare.org Web Site is subject not only to qualification, but also to payment of an Annual Fee and Sign-up Fee, which are outlined on the Web Site or in an electronic mail message sent to YOU by US. WE reserve the right to change the Annual Fee or Sign-up Fee from time to time, without notice, except as to current Users for whom the new price will be effective only upon renewal. WE have the right to bill YOU for YOUR subscription in advance or at the time of first download of Content. If WE have raised the Annual Fee and YOU object to the higher sum, YOU may terminate by not paying the new Annual Fee, in which case WE will terminate further Service to YOU at the end of YOUR current subscription.

2.2.2. Annual subscriptions will be automatically renewed each year unless WE are notified to the contrary prior to the commencement of a subsequent term. For YOUR convenience, and at our sole discretion WE may bill third party organizations (such as schools or other appropriate organizations) for YOUR subscription fees. If the third party does not make timely payment, YOU are responsible for making those payments to insure continuation of the Service. WE may cancel the service if WE are not paid promptly by YOU or the third party. As indicated in the section concerning YOUR rights, YOU may cancel YOUR subscription at the end of the annual period, or in the case of new memberships if YOU are dissatisfied and advise US of cancellation within the first forty-five (45) days. In the latter case, WE will give YOU a full refund. WE are not responsible for and WE reserve the right to correct errors in pricing on our Web Site.

2.2.3. WE reserve the right, in our sole discretion, to refuse Service or to reject any download request deemed unacceptable for lack of payment, financial irresponsibility, patterns of usage that suggest abuse, or for other legal or business reasons. WE also reserve the right to refuse service or to reject YOUR download request if YOU cannot establish that YOU have a qualifying reading disability at the time of intended use. If YOU fail to make payments on any subscription or fail to download in accordance with this Agreement, WE may restrict future downloads until such payments are made by YOU or may at our option discontinue service entirely and cancel the Agreement with YOU.

2.2.4. YOU acknowledge that some content on the Web Site is not generally available, specifically content generated under legal exemptions in certain countries. For example, if WE obtain content in the U.S. by using the exemption in U.S. Copyright law, those legal exemptions do not permit access by residents of other countries. Such content will be identified as such, and YOU acknowledge that your access to the Web Site does not include such content. YOU have reviewed the content that is accessible to YOU on the Web Site, and made your own determination that this is of sufficient utility to pay for a subscription.

2.2.5. WE reserve the right, in our sole discretion, to alter the features, specifications, capabilities, functions, and to add and/or remove Content, and to change any other details relating to the operation of the Web Site at any time without notice to YOU or other users. Where significant changes are made, WE will endeavor to post notices on the Web Site concerning the nature of the changes.

2.2.6. WE reserve the right to make such use of any personal information provided to US by YOU in accordance with our Privacy Policy, which is set forth on the Web Site. That Policy requires that WE comply with then existing United States privacy laws. WE will endeavor to advise YOU by email if any material changes are made in the Privacy Policy, but it is YOUR responsibility to review it from time to time.

2.2.7. YOUR participation in the Benetech Bookshare.org Project does not make YOU a Member, in a legal sense, of the Beneficent Technology, Inc. nonprofit corporation. YOU have no additional rights beyond those set forth in this Agreement. Beneficent Technology, Inc. has no formal, legal members under the California nonprofit corporation laws.

3.0. USER OBLIGATIONS AND RIGHTS
3.1. YOUR Obligations.

3.1.1. Once YOU establish YOUR qualification to use this Web Site under our policies, YOU will be provided with access to the functionality and Content of the Web Site if YOU have completed three requirements:

• 3.1.1.1. YOU have agreed to the terms of this Agreement by selecting "I Agree" on the Web Site and clicking thereon, or if YOU receive notice that WE have received a signed copy of this Agreement from YOU, or YOUR parent or guardian;
• 3.1.1.2. YOU have provided written proof of disability as outlined by US in our policies on this Web Site and have been accepted by US as qualified; and,
• 3.1.1.3 YOU have paid US for a current subscription and the Sign-up fee or received a fee-waiver.

3.1.2. YOU must retain YOUR Password in strict confidence and not disclose it to any third party, nor otherwise assist any third party in gaining access to the Web Site.

3.1.3. YOU must log in from only one machine or location at a given time, and YOU must log off when YOU leave the machine so that others cannot use it to access our Web Site. Other licensed Users must log in under their own User ID and Password if they are to use YOUR computer for access.

3.1.4. By signing this Agreement or otherwise expressly assenting to its terms or by downloading copyrighted Content from the Web Site, YOU certify to US and the owners of the copyrights in the Content provided through the Web Site that YOU are legally blind or otherwise qualified to download the Content as outlined in Section 1.4 and that YOU are at least 18 years of age. If YOU are not at least 18, the Agreement cannot be accepted by consent on the Web Site, and will not become effective unless YOU have had a parent or guardian physically sign this Agreement for YOU, and when they sign for YOU they are certifying that YOU meet all of the required elements of the Agreement.

3.1.5. Each time YOU log in and access the Content on the Web Site, YOU are certifying that YOU are downloading and intend to acquire the digital Content solely for YOUR own use. YOU agree not to make any commercial use of this Web Site, its Content, or its tools, including charging others for access or selling collections of Content gathered from the Web Site. YOU are not permitted to copy or reproduce any portion of the Content for distribution to others, even at no cost.

3.1.6. YOU are responsible for the security of YOUR computer and software environment and YOUR Password. If YOUR Password is lost or misplaced by YOU, YOU must advise US immediately of this fact so that a new Password can be assigned to YOU. Failure to promptly advise US of loss or theft of YOUR Password may be grounds for immediate termination of YOUR account.

3.1.7. YOU understand and acknowledge that WE use Digital Rights Management technology to track violations of Copyright law and our contractual agreements with YOU, which technology may include identifying codes embedded in Content that are specific to YOU. YOU will not knowingly delete or tamper with such Digital Rights Management technology or codes.

3.1.8. YOU will not allow others to access the Web Site using YOUR User ID or Password, nor will YOU allow others to download the Content from the Web Site, nor will YOU transfer to third parties any physical or electronic copies of any Content YOU have downloaded. For example, if YOU are a student, your teacher and other students must obtain their own copies of the Content they need, since YOU are not permitted to provide them with Content from the Web Site.

3.1.9. YOU acknowledge that our Web Site may contain trade secrets, copyrighted works, and other proprietary materials belonging to BENETECH. For the protection of the Content providers and US, YOU agree not to make any unauthorized use of the Web Site or any of its art, design or any other Content, or to decompile, reverse engineer, or in any other manner disassemble or modify the Web Site or any of the supporting technology of the Web Site.

3.1.10. YOU agree to pay all User fees in effect when incurred, plus applicable taxes or other charges, and agree that they may be billed annually to YOU on YOUR account when renewed. YOU agree to the automatic renewal of YOUR account each year unless YOU notify US prior to the end of the subscription period.

3.1.11. YOU will not, in communicating with US, use any false email or physical address or residence, false name or identification, false or untrue age or physical description, or impersonate any other person or entity, or otherwise mislead US as to the origin of communications, qualifying information, or any Content submitted by YOU for use on the Web Site. Any such action is grounds for immediate termination of YOUR user account and may be grounds for damage claims by Copyright owners against YOU.

3.2 YOUR Rights As A User.

3.2.1. YOU have the right to cancel YOUR subscription at any time by contacting Customer Support at support@bookshare.org. However, YOU will not receive a refund unless the subscription is cancelled because of YOUR failure to qualify, inability of US to provide the services prescribed under Our Obligations, or if YOU are dissatisfied and have notified US within the first forty-five (45) days of YOUR subscription.

4.0. TERMINATION PROVISIONS
4.1. Term and Termination.
4.1.1. The initial term of this Agreement shall begin when both of the following events have occurred: (1) YOU have signed this Agreement or otherwise expressly assented to its terms by clicking the "I Agree" box at the end of the Agreement on the Web Site, and (2) YOUR Password is assigned and communicated to YOU by email at the address YOU provided in YOUR application for approval. The initial term shall end on the last calendar day of twelve full calendar months.

4.1.2. This Agreement will be renewed automatically for another twelve months unless terminated by either party as provided herein. After your annual subscription terminates, YOU will be charged for another year of the Annual Fee fixed by US.

4.1.3. YOU may terminate this Agreement, at any time, by notifying US at Customer Support at support@bookshare.org, indicating the reason for termination. WE will process the request for termination within a reasonable timeframe, not to exceed fifteen (15) business days and notify YOU of receipt and completion of the termination. YOUR User Name and Password will be cancelled on the effective date of termination, and may not be used by anyone after that date. If YOU have notified US of termination within forty-five (45) days of enrollment, for any reason, or if YOU have terminated on a later date because YOU believe the services provided by US are defective and WE agree that there was a problem, YOU will receive a full refund of the Annual Fee. Otherwise there will be no refund or prorating of the Annual Fee because of a cancellation by YOU.

4.1.4. WE have the right to terminate this Agreement and YOUR right to access the Web Site and the Content at any time - with or without cause and with or without prior notice. In most cases WE will notify YOU ahead of time of any planned termination, but where and when WE deem it in the best interest of the Service there may not be time to notify YOU in advance. When YOU are notified of termination of YOUR account, if the termination was without cause, WE will refund the unused prorated portion of YOUR Annual Fee shortly after notification of the termination. Since this service is partially based on charitable funding, it may be interrupted or discontinued even when WE do not wish to do so.

4.1.5. If WE terminate YOUR account for cause, YOU must immediately destroy all copies of Content YOU have downloaded from the Web Site, in order to comply with the Copyright laws.

4.1.6. In the event of the expiration or termination of this Agreement, all the obligations agreed to by YOU when signing or assenting to this Agreement (other than the obligation to pay an Annual Fee and a Sign-up fee) shall survive and shall remain in full force and effect. However, in such case, OUR obligations to YOU, but not OUR rights, will end, except that WE will pay YOU any refund of fees if applicable. YOU may not, after termination, continue to access or use the Web Site for any reason. Furthermore, YOU expressly agree that nothing contained in this Agreement will in any way relieve YOU of YOUR obligations under the Copyright laws to respect the rights of the copyright owners of the Content downloaded and used under this Agreement, whether during the term of this Agreement or thereafter. YOU may not provide the downloaded Content to anyone after termination, and any use of any downloaded Content continues to be restricted under the Copyright laws. YOU must also comply with paragraph 4.15. if YOU are terminated for cause.

5.0. GENERAL PROVISIONS
5.1. Proprietary Rights. The entire right, title, and interest in the intellectual property rights and the Content made available through the Web Site, including all copyright, patent, trademark, trade secret or other legal rights shall remain the exclusive property of the owners of such intellectual property rights. No license or other rights of any kind are granted or conveyed by the act of our transmitting or making available proprietary or copyrighted information through the Web Site to YOU under this Agreement or by allowing YOU to access the Web Site hereunder, except for the limited license to Use the Web Site for the purposes expressly provided YOU in this Agreement in compliance with applicable law. Any use by YOU of the Content or the Web Site in contravention of this Agreement is a violation of copyright law and may be punished by the copyright owners under the civil and criminal provisions of the Copyright law.

5.2. Inappropriate Adult Content. YOU understand that there may be Content on the Web Site, outside of the "Adult Content" category, that contains language with profanity or obscenity that may not be appropriate for individuals who are under the age of 18. If YOU are under 18, YOU and YOUR parent or guardian understand that there may be submissions made by Volunteers which may not have yet been categorized or properly reviewed and that viewing of that Content might be inappropriate for those under the age of 18. WE cannot guarantee that all Content has been properly categorized without error, and therefore there may be Content in any category of the Web Site that contains profanity, obscenity, or other language or information not appropriate for individuals under 18 years of age. If YOU or YOUR parent or guardian find material YOU or they believe falls in a category that has not been correctly classified, please notify US immediately by email at support@bookshare.org.

5.3. Quality Controls. WE have established quality controls and procedures which WE try to enforce, but human and technical means of review are not perfect. In spite of this, WE are committed to insuring that electronic versions of all Content on the Web Site match their original print versions to the fullest extent practical, given the current state of scanning and optical character recognition technology. However, due to the inherent technological limitations of scanning and human reviews, WE cannot and do not guarantee that there are no errors in the Content. WE, therefore, do not guarantee the quality or accuracy of any information or Content provided on the Web Site, although WE will do our best to correct any such errors that we deem necessary, other than scanning or data entry errors, if they are called to our attention through email to our Customer Support at support@bookshare.org.

5.4. No Warranty Of Contents Or Service.

5.4.1. The Contents of our Web Site are provided as a Service as part of our charitable activities and are not a commercial activity. Much of the Content of the Web Site has been provided by Volunteers and reviewed by Volunteers under the supervision of our staff. Accordingly, WE do not warrant that the Content will be error-free or that the Service will be uninterrupted or continuous. WE MAKE NO EXPRESS OR IMPLIED WARRANTIES OF PERFORMANCE OR SERVICE OF ANY KIND. THE CONTENT AND SERVICE ON THE WEB SITE IS PROVIDED TO YOU "AS IS" AND WITH ALL FAULTS. WE SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE ON BEHALF OF OURSELF AND THE OWNERS OF THE COPYRIGHTED MATERIALS. IT IS YOUR RESPONSIBILITY TO EXAMINE THE CONTENTS OF THE WEB SITE AND TO MAKE YOUR OWN DETERMINATION OF THE QUALITY OF THE WEB SITE AND ITS SERVICES. YOUR REMEDY FOR ANY BREACH OF WARRANTY OF ANY KIND IS LIMITED TO A FULL REFUND FOR THE FIRST FORTY-FIVE DAYS OF A SUBSCRIPTION OR A PRO RATA REFUND OF THE UNUSED PORTION OF THE CURRENT YEAR’S SUBSCRIPTION FOR A REFUND REQUESTED AFTER THE FIRST FORTY-FIVE DAYS OF SERVICE BECAUSE OF A WARRANTY CLAIM. THIS IS OUR MAXIMUM MONETARY LIABILITY FOR THIS SERVICE TO YOU.

5.4.2. YOU understand that the original publishers of the Content have, in most cases, not been the actual provider of the Content on the Web Site and that no publishers of the Content nor any copyright owner warrants in any way the accuracy or completeness of the Content on our Web Site. The publishers and copyright owners of the Content on this Web Site do not waive any of their rights under the Copyright laws by permitting its specialized use and distribution to people with qualifying disabilities through our Web Site.

5.4.3. WE are not responsible for the content or availability of any web site controlled by others to which there are links or references on our Web Site. Such links or references are provided solely as a convenience to the user.

6.0. LIMITATION OF LIABILITY; INDEMNITY BY USER.
6.1. YOU agree that neither WE nor the original publishers or copyright owners of the Content shall be financially responsible for any loss or damage to YOU or any third parties, caused by the lack of accuracy or completeness of the Content on the Web Site, or of any failure, inadequacy or malfunction of the Web Site or by our failure to provide YOU access to any of the Content of the Web Site.

6.2. BENETECH, AND THE PUBLISHERS AND COPYRIGHT OWNERS OF THE CONTENT SHALL NOT IN ANY CASE BE LIABLE FOR DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER LEGAL THEORY, IN CONNECTION WITH OR ARISING OUT OF THE FURNISHING OF, THE PERFORMANCE OF, OR YOUR USE OF THE WEB SITE SERVICES AND THE CONTENT PROVIDED HEREUNDER.

6.3. YOU agree to indemnify and hold US harmless from any liability, loss, cost, damage or expense, including reasonable attorney's fees and costs, that may result from any claim made by any publisher or copyright owner that YOU, or any one acquiring copies of copyrighted materials downloaded from the Web Site through YOU, is not visually impaired, reading disabled or otherwise legally entitled to download and use the Content from the Bookshare.org Web Site under this Agreement or the provisions of relevant laws. This indemnity includes claims arising out of YOUR breach of any of YOUR obligations under this Agreement, whether by reason of intentional misuse or because of YOUR negligence.

7.0. Assignment. YOU may not assign or grant any rights under this Agreement to anyone. Any attempted assignment or grant shall be null and void, and shall automatically terminate this Agreement without further notice to YOU.

8.0. Waiver. Failure to exercise any rights hereunder shall not constitute a waiver or forfeiture of such rights of any party or third party beneficiary hereunder.

9.0. Governing Law. This Agreement shall in all respects be interpreted, construed in accordance with, and governed by the internal laws of the State of California, without regard to the rules on conflict of laws, and the Copyright law aspects shall be governed by U.S. Copyright laws.

10.0. Notices. Any notice required or permitted by this Agreement shall be in writing and shall be sent by email, facsimile or regular mail. Such notice shall be deemed to have been given the earlier of the date of actual receipt or three (3) business days after being sent, except where a termination for cause occurs in which case notice shall be deemed complete in one business day, if sent by email or facsimile.

11.0. Entire Agreement. This Agreement contains the entire understanding of the parties relating to the subject matter hereof and any representation, promise, or condition not contained herein shall not be binding on either party.

12.0. Effect of Signature or Assent. YOU have indicated YOUR agreement to the terms of this Agreement, by YOUR signature below, or by expressly assenting to these terms electronically on the Web Site, which is recorded permanently in YOUR account file retained by US. If YOU are under eighteen (18) years of age, this Agreement will take effect only if YOUR parent or guardian has signed and submitted to US a signed copy of the Agreement by mail or facsimile, and if WE are satisfied that they have the authority to act on YOUR behalf. In such case, they are liable as a signatory, both on YOUR behalf and on behalf of them as individuals acting on their own behalf.