Active Corporation end user software license agreement

YOU SHOULD CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS BEFORE USING THIS PRODUCT. IT CONTAINS SOFTWARE, THE USE OF WHICH IS LICENSED BY ACTIVE CORPORATION ("ACTIVE"), TO ITS CUSTOMERS FOR THEIR USE ONLY AS SET FORTH BELOW. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT USE THE SOFTWARE. USING ANY PART OF THE SOFTWARE INDICATES THAT YOU ACCEPT THESE TERMS.

LICENSE: Active grants you a nonexclusive license to use the accompanying software program(s) (the "Software") subject to the terms and restrictions set forth in this License Agreement. You are not permitted to lease or rent (except under separate mutually agreeable terms set forth in writing), distribute or sublicense the Software or to use the Software in a time-sharing arrangement or in any other unauthorized manner. Further, no license is granted to you in the human readable code of the Software (source code). Except as provided below, this License Agreement does not grant you any rights to patents, copyrights, trade secrets, trademarks, or any other rights in respect to the Software.

The Software is licensed to be used on any personal computing device (including each handheld computer), provided that the Software is used only in connection with data produced by Active products. With respect to the Software, you may reproduce and provide one (1) copy of such Software for each personal computing device on which such Software is used as permitted hereunder. You must reproduce and include all copyright notices and any other proprietary rights notices appearing on the Software on any copies that you make.

Notwithstanding any other provision of this License Agreement, this License Agreement shall not be deemed to apply to the Adobe® Acrobat® Reader software or any other applications software licensed to you by third parties that is included on the same media as Active¹s Software ("Other Software") if the Other Software provides that the use of the Other Software is subject to the terms and conditions of the third party's license agreement.

NO ASSIGNMENT; NO REVERSE ENGINEERING: You may transfer the Software and this License Agreement to another party if the other party agrees in writing to accept the terms and conditions of this License Agreement. If you transfer the Software, you must at the same time either transfer all copies of the Software as well as the supporting documentation to the same party or destroy any such materials not transferred. Except as set forth above, you may not transfer or assign the Software or your rights under this License Agreement.

Modification, reverse engineering, reverse compiling, or disassembly of the Software is expressly prohibited.

EXPORT RESTRICTIONS: You agree that you will not export or re-export the Software or accompanying documentation (or any copies thereof) or any products utilizing the Software or such documentation in violation of any applicable laws or regulations of the United States or the country in which you obtained them.

TRADE SECRETS; TITLE: You acknowledge and agree that the structure, sequence and organization of the Software are the valuable trade secrets of Active and its suppliers. You agree to hold such trade secrets in confidence. You further acknowledge and agree that ownership of, and title to, the Software and all subsequent copies thereof regardless of the form or media are held by Active and its suppliers.

UNITED STATES GOVERNMENT LEGEND: The Software is commercial in nature and developed solely at private expense. The Software is delivered as "Commercial Computer Software" as defined in DFARS 252.227-7014 (June 1995) or as a commercial item as defined in FAR 2.101(a) and as such is provided with only such rights as are provided in this License Agreement, which is Active¹s standard commercial license for the Software. Technical data is provided with limited rights only as provided in DFAR 252.227-7015 (Nov. 1995) or FAR 52.227-14 (June 1987), whichever is applicable.

TERM AND TERMINATION: This License Agreement is effective until terminated. You may terminate it at any time by destroying the Software and documentation together with all copies and merged portions in any form. It will also terminate immediately if you fail to comply with any term or condition of this License Agreement. Upon such termination you agree to destroy the Software and documentation, together with all copies and merged portions in any form.

GOVERNING LAW: This License Agreement shall be governed by the laws of the State of Maine as such laws are applied to agreements entered into and to be performed entirely within Maine between Maine residents and by the laws of the United States. You agree that the United Nations Conventions on Contracts for the International Sale of Goods (1980) is hereby excluded in its entirety from application to this License Agreement.

LIMITED WARRANTY; LIMITATION OF LIABILITY: All warranties and limitations of liability applicable to the Software are as stated in the Limited Warranty agreement in the product manual accompanying the Software. Such warranties and limitations of liability are incorporated herein in their entirety by this reference.

SEVERABILITY: In the event any provision of this License Agreement is found to be invalid, illegal or unenforceable, the validity, legality and enforceability of any of the remaining provisions shall not in any way be affected or impaired and a valid, legal and enforceable provision of similar intent and economic impact shall be substituted therefor.

ENTIRE AGREEMENT: This License Agreement sets forth the entire understanding and agreement between you and Active, supersedes all prior agreements, whether written or oral, with respect to the Software, and may be amended only in a writing signed by both parties.

Active Corporation
PO Box 1000
Castine, Maine 04421
United States of America
207-326-9100
May 1, 2001