SYNCHRON NETWORKS, INC. SOFTWARE LICENSE AGREEMENT PLEASE READ THIS SOFTWARE LICENSE AGREEMENT CAREFULLY. BY INSTALLING OR USING THE SOFTWARE, YOU ACCEPT AND AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, DO NOT INSTALL OR USE THE SOFTWARE. This agreement (the "Agreement") is made between Synchron Networks, Inc., ("Synchron") and you, the customer ("Licensee"). The terms and conditions of this Agreement are intended by the parties as a final expression of their agreement with respect to the Licensed Product (as defined below) and may be contradicted only by a written agreement. In the absence of such an agreement, this Agreement shall constitute the complete and exclusive statement of the terms and conditions with respect to the Licensed Product and no extrinsic evidence whatsoever may be introduced in any proceeding, which may involve the Agreement. The Agreement governs any releases, revisions or enhancements to the Licensed Product Synchron may provide unless superseded by a subsequent written agreement. SECTION 1. EVALUATION LICENSE TERMS AND CONDITIONS. 1.1 Software. For the purpose of this Agreement, Synchron Networks' licensed computer software program(s) installed on equipment owned by or under control of Licensee will be referred to as the "Software" and, together with the supporting documentation for such Software, as the "Licensed Product." 1.2 Evaluation License. Subject to the terms and conditions of this Agreement, the Software, in machine readable form only, is licensed to Licensee by Synchron for a period of thirty (30) days from the date of first installation by Licensee ("Evaluation Period"). Licensee may install, store, load, execute, display and evaluate internally (collectively, "Evaluate") such Licensed Product on the same terms and conditions applicable under Section 2.1 ("Production License") during the Evaluation Period. During the Evaluation Period, the Software may be installed on up to one hundred (100) computers and used in any of its roles on any of those computers. 1.3 Conversion of License. On or before the end of the Evaluation Period, Licensee shall either purchase a Production License by paying the Fee, or Licensee shall return or destroy all copies of the Licensed Product in its possession or control and cease all further use thereof. SECTION 2. PRODUCTION LICENSE TERMS AND CONDITIONS. 2.1 Production License. Upon payment of the amount specified in a Master License Agreement executed by Licensee (the Fee), Licensee is granted a nonexclusive, non-transferable license, without the right to sublicense, to install, store, load, execute and display (collectively, "Use") the Software, in machine readable form only, on the number and type of computers and in the roles specified in the Master License Agreement. A copy of the Software may be deleted from the machine on which it was originally installed, and may be relocated to and Used on another machine by Licensee. Licensee may not Use the Licensed Products in providing computer processing services to commercial customers redistributing or reselling such services in support of other commercial enterprises or to consumers or other retail level end-users, unless such permission has been specifically granted by Synchron in writing. Licensee may make one copy (in machine-readable form only) of the Software licensed hereunder solely for backup or disaster recovery purposes. Licensee must reproduce each copy of the Software without modification, including therein all copyright and other proprietary notices that are on the original copy. SECTION 3. GENERAL PROVISIONS. 3.1 Restrictions. Synchron Networks reserves any rights not expressly granted to Licensee and retains full title and full ownership rights in respect of the Licensed Product under the copyright laws and other legal protection of intellectual property under the laws of the United States or any other jurisdiction or under any federal, state, or foreign laws. Synchron is not obligated to provide and Licensee acquires no right of any kind with respect to any source code for the Software. Licensee agrees that it has no right whatsoever to modify the Software or any portion thereof in any manner. Licensee shall not, nor permit any third party to, reverse engineer, decompile, disassemble or otherwise reduce the Software to any other humanly perceivable form, and may not modify, adapt, rent, lease, loan or create derivative works based upon the Software or any part thereof. However, if Licensee is a European Community ("EC") resident, information necessary to achieve interoperability of such software with other programs within the meaning of the EC Directive on the Legal Protection of Computer Programs is available to you from Synchron upon written request. You agree to protect the Licensed Product from unauthorized copying or use. No right, title or interest to any trademarks, service marks or trade names of Synchron or its licensors is granted by this Agreement. 3.2 Export Law Assurances. Licensee shall not export or re-export, or allow the export or re-export of the Licensed Product or any copy, portion or direct product of the foregoing, in violation of any export laws, restrictions, national security controls or regulations of the United States or other applicable foreign agency or authority. Product is prohibited for export or re-export to Cuba, North Korea, Iran, Iraq, Libya, Syria and Sudan or to any person or entity on the U.S. Department of Commerce Denied Persons List or on the U.S. Department of Treasury's lists of Specially Designated Nationals, Specially Designated Narcotics Traffickers or Specially Designated Terrorists. 3.3 Limitation of Remedies and Damages. IN NO EVENT WILL SYNCHRON OR ANY OF ITS LICENSORS, DIRECTORS, OFFICERS, EMPLOYEES OR AFFILIATES BE LIABLE TO LICENSEE UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT OR SPECIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION AND THE LIKE), WHETHER FORESEEABLE OR UNFORESEEABLE, OR FOR COST OF PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGY OR SERVICES, REGARDLESS OF THE BASIS OF THE CLAIM AND EVEN IF SYNCHRON OR A SYNCHRON REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. SYNCHRON'S CUMULATIVE LIABILITY FOR DAMAGES FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL BE LIMITED TO NO GREATER THAN THE AMOUNT OF MONEY PAID TO SYNCHRON FOR THE LICENSE OF THE SOFTWARE THAT CAUSED THE DAMAGES. NO ACTION MAY BE BROUGHT AGAINST SYNCHRON LATER THAN ONE YEAR FROM THE TERMINATION OF THIS AGREEMENT. 3.4 Nondisclosure. "Confidential Information" shall be defined to include Software, source code, object code, documentation and any proprietary tools, proprietary knowledge or proprietary methodologies disclosed by Synchron to Licensee under or relating to this Agreement. Licensee shall observe complete confidentiality with respect to the Confidential Information, and shall use its best efforts and take all reasonable steps to protect the Confidential Information from any use, reproduction, publication, disclosure, or distribution except as specifically authorized by this Agreement. Licensee shall promptly notify Synchron of any known unauthorized use or disclosure of the Confidential Information and will cooperate with Synchron in any litigation brought by Synchron against third parties to protect its proprietary rights. Licensee recognizes and agrees that there is no adequate remedy at law for a breach of this Section 3.4, that such a breach would irreparably harm Synchron and that Synchron is entitled to equitable relief (including, without limitation, injunctive relief) with respect to any such breach or potential breach, in addition to any other remedies available at law 3.5 Assignment. Licensee may not assign or transfer its rights and obligations under this Agreement without prior written approval by Synchron and any purported assignment or transfer without Synchron's consent shall be null and void. 3.6 Injunctive Relief. Licensee hereby expressly agrees that Synchron, in addition to any other rights or remedies which Synchron may possess, shall be entitled to injunctive and other equitable relief without having to post bond or other security to prevent a material breach or continuing material breach of this Agreement. 3.7 Software Supplied to the Government. The Software is a "commercial item," "commercial computer software" and/or "commercial computer software documentation." Consistent with DFAR section 227.7202 and FAR section 12.212, any use, modification, reproduction, release, performance, display, disclosure or distribution of the Software by the U.S. government shall be governed solely by the terms of this Agreement and shall be prohibited except to the extent expressly permitted herein. 3.8 Indemnity. Licensee agrees to indemnify, defend and hold Synchron and its directors, officers, employees, agents, representatives, licensees and affiliates (collectively, the "Synchron Indemnitees") harmless from any demand, claim, or damage, including reasonable attorneys' fees, whether in tort or in contract, that the Synchron Indemnitees may incur by reason of or arising out of any claim (i) resulting from Licensee's breach of this Agreement; (ii) of Licensee's use of the Software in an illegal manner or in any manner other than the purposes expressly stated in the accompanying documentation; or (iii) the violation of the intellectual property rights of any third party as a result of Licensee's action or inaction. 3.9 Survival. Sections 3.1, 3.2, 3.3, 3.4, 3.6, 3.8, 3.9, 3.10, 3.11 and 3.12 shall survive termination of this Agreement for any reason whatsoever. 3.10 Limited Warranty. Synchron warrants that it or its licensors retain(s) all intellectual property rights in the Software and any accompanying written materials provided by Synchron, including but not limited to copyright, and that it has the legal right to grant Licensee the License granted under this Agreement. The Software both contains and is distributed with certain Open Source Software. "Open Source Software" means software in object code and/or source code form written by a third party and generally available to the public pursuant to a separate software license agreement. Synchron has executed such separate software license agreements as appropriate. However, Synchron extends no warranty whatsoever in respect of the operation or functioning of Open Source Software. THIS LIMITED WARRANTY IS THE ONLY WARRANTY PROVIDED BY SYNCHRON WITH RESPECT TO THE LICENSED PRODUCT AND SYNCHRON EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. 3.11 Term and Termination. This Agreement is effective for the duration of the Evaluation Period and, upon payment of the Fee for a Production License, for a period of three years from the Effective Date of the Master License Agreement, unless sooner terminated, either through mutual agreement by the parties or by Licensee's material breach of the Agreement; provided, however, Licensee shall have ten (10) days from written notice to cure any such breach if curable. Upon any termination Licensee must immediately destroy the Software and all accompanying written materials and all copies thereof (including copies stored in computer memory) and, upon request, shall so certify to Synchron in writing. 3.12 Dispute Resolution. This Agreement will be construed under the laws of the State of California, except for that body of law dealing with conflicts of law and the U.N. Convention of Contracts for the Sale of International Goods, which shall not apply. Except for injunctive relief authorized in Section 3.6, the parties agree that all disputes regarding this license shall be settled by final binding arbitration in accordance with the rules of the American Arbitration Association, and judgment upon the award rendered by the arbitrator or arbitrators may be entered in any court having jurisdiction thereof. Any such arbitration shall be conducted in Santa Clara County, California, or such other place as may be mutually agreed upon by the parties. Within fifteen (15) days after the commencement of the arbitration, each party shall select one person to act as arbitrator, and the two arbitrators so selected shall select a third arbitrator within ten (10) days of their appointment. Each party shall bear its own costs and expenses and an equal share of the arbitrator's expenses and administrative fees of arbitration. 3.13 Severability. If any provision of this license is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions hereof shall not in any way be affected or impaired. ------------------------------------------------------------------------ THIRD PARTY SOFTWARE This distribution CD contains software products provided under license by third parties. Use of such software is subject to the terms and conditions of the corresponding licenses. Electronic copies of the license agreements for each such software product are included in the Third Party Software directory. FIORANOMQ Copyright (c) Fiorano Software, Inc., 2002. All Rights Reserved. Bouncy Castle Crypto APIs Copyright (c) 2000 The Legion Of The Bouncy Castle (http://www.bouncycastle.org) THE SOFTWARE IS PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. IN NO EVENT SHALL THE AUTHORS OR COPYRIGHT HOLDERS BE LIABLE FOR ANY CLAIM, DAMAGES OR OTHER LIABILITY, WHETHER IN AN ACTION OF CONTRACT, TORT OR OTHERWISE, ARISING FROM, OUT OF OR IN CONNECTION WITH THE SOFTWARE OR THE USE OR OTHER DEALINGS IN THE SOFTWARE. Castor Copyright 2000 (C) Intalio Inc. All Rights Reserved. Developed by the ExoLab Project (http://www.exolab.org/). THIS SOFTWARE IS PROVIDED BY INTALIO AND CONTRIBUTORS ``AS IS'' AND ANY EXPRESSED OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE DISCLAIMED. IN NO EVENT SHALL INTALIO OR ITS CONTRIBUTORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THIS SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. TWFreeTDS Copyright (c) 2001 ThinWEB Technologies Inc. This library is distributed in the hope that it will be useful, but WITHOUT ANY WARRANTY; without even the implied warranty of MERCHANTABILITY or FITNESS FOR A PARTICULAR PURPOSE. See the GNU Lesser General Public License for more details. Licensor will provide a Warranty ONLY to those users who separately purchase a support package from Licensor that includes a Warranty. A support package can only be purchased by visiting Licensor's Web site. Jakarta-Struts, log4j, Servletapi - 3.2.2, Tomcat-3.2, Xerces-J 1.3.1 Copyright (c) 2000 The Apache Software Foundation. All rights reserved. This product includes software developed by the Apache Software Foundation (http://www.apache.org/). THIS SOFTWARE IS PROVIDED "AS IS" AND ANY EXPRESSED OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE DISCLAIMED. IN NO EVENT SHALL THE APACHE SOFTWARE FOUNDATION OR ITS CONTRIBUTORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THIS SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.