Orpheus Media Research, LLC ("Orpheus Media Research" or "OMR") hereby grants to the User the nonexclusive, nontransferable and nonassignable right to copy, exhibit, make derivative works from, make, and use, certain works, systems and methods owned by, or licensed to Orpheus Media Research (as set forth in Appendix A hereto,) solely for noncommercial use in connection with Licensee's legitimate academic pursuits, and subject to the terms and conditions herein. Licensee shall disclose to Orpheus Media Research all results related to any use of licensed rights at least sixty (60) days prior to any publication, public use, public disclosure or divulgation of such results, and Orpheus Media Research shall have a worldwide, nonexclusive, fully paid up license in all rights thereunder.

The term of this license shall be the date on which Licensee ceases to be either (1) a full-time student at a recognized institution of higher learning; or (2) a faculty member (full or part time) at a recognized institution of higher learning. This License will terminate immediately without notice from Orpheus Media Research if Licensee fails to comply with any provision of this License. This license may be terminated by either party for any reason, or for no reason at all, upon the giving of ninety (90) days prior written notice. Upon termination, Licensee shall immediately return to Orpheus Media Research any physical materials embodying the licensed rights.

Orpheus Media Research warrants to Licensee, subject to the limitations set forth below, that it is the owner or licensee of the licensed rights, that it has full authority to license the licensed rights, and that it knows of no claims of invalidity or unenforceability regarding the licensed rights. Apart from the foregoing warranties, ORPHEUS MEDIA RESEARCH EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

UNDER NO CIRCUMSTANCES INCLUDING NEGLIGENCE, SHALL ORPHEUS MEDIA RESEARCH BE LIABLE FOR ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES THAT RESULT FROM THE USE OR INABILITY TO USE THE LICENSED RIGHTS, EVEN IF ORPHEUS MEDIA RESEARCH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

This License shall be governed by and be construed in accordance with the laws of the United States and of the Commonwealth of Pennsylvania, as applied to agreements entered into and to be performed entirely within Pennsylvania between Pennsylvania residents. If for any reason a court of competent jurisdiction finds any provision of this License, or portion thereof, to be unenforceable, that provision of the License shall be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of this License shall continue in full force and effect.

This License constitutes the entire agreement between the parties with respect to the use of the licensed rights, and supersedes all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter. No amendment to or modification of this License will be binding unless in writing and signed Orpheus Media Research.

Any notice required under this Agreement shall be given by first class mail, postage prepaid with return receipt requested. Any waiver or amendment of any provision of this Agreement shall be effective only if in writing and signed by the parties. This Agreement may not be assigned, nor the rights granted hereunder sublicensed, by Licensee without the prior written consent of Orpheus Media Research. Should Orpheus Media Research employ an attorney in the protection of its rights hereunder, it shall be entitled to his reasonable attorney's fees in any dispute in which it prevails. Any dispute arising under or in connection with this license shall be subject to arbitration under the patent rules of the American Arbitration Association. Any such arbitration shall be held within 20 miles of Valley Forge, Pennsylvania.

Licensed Materials: the object code of the software program(s) and the interface environment(s) made available to the User pursuant to this Agreement and all Intellectual Property pertaining thereof, including, the servers, infrastructure, computer programs, software products (including any third party software products), databases, files and data, the system and processes or methods, the documentation, modifications and enhancements.