GroupShade (tm) Shareware Version Licensing Instructions Copyright (c) 1994 Ethosoft, Inc. PLEASE FEEL FREE TO (i) UPLOAD THIS SOFTWARE TO ANY ELECTRONIC BULLETIN BOARD, (ii) DEMONSTRATE THE SOFTWARE AND ITS CAPABILITIES OR (iii) GIVE COPIES TO POTENTIAL USERS, SO THAT OTHERS MAY HAVE THE OPPORTUNITY TO OBTAIN A COPY FOR USE IN ACCORDANCE WITH THE LICENSE TERMS CONTAINED IN THIS FILE. Licensing END-USER LICENSE. If you are an end-user, the first of the two licenses in this file pertains to you. A form to order this license is the companion file: gsorder.txt. SHAREWARE DISTRIBUTION LICENSE. If you are a shareware distributor, the second of the two licenses in this file pertains to you. ETHOSOFT, INC. END-USER LICENSE NOTICE TO USERS ("COMPANY"): CAREFULLY READ THE FOLLOWING LEGAL AGREEMENT. COMPANY'S USE OF THIS SOFTWARE IS CONDITIONED UPON COMPLIANCE BY COMPANY WITH THE TERMS OF THIS AGREEMENT. THE SOFTWARE MAY BE EVALUATED FOR THIRTY DAYS ON A ROYALTY FREE BASIS. CONTINUED USE AFTER EVALUATION IS CONDITIONED UPON PAYMENT BY COMPANY OF THE LICENSE FEE SPECIFIED IN A CONFIRMATION LETTER FROM ETHOSOFT, INC. ("ETHOSOFT"). (PRICES FOR STANDARD SIZE CONFIGURATIONS OF THE PRODUCT CAN BE FOUND IN THE ACCOMPANYING FILE: GSORDER.TXT.) The Software may not be distributed by Company to any outside corporation, organization or government agency. This license authorizes Company to use the number of copies as indicated in a confirmation letter from Ethosoft and for which Company has paid Ethosoft the negotiated license fee. If the confirmation letter from Ethosoft indicates that Company's license is "Corporate-Wide", this license will be deemed to cover copies duplicated and distributed by Company for use on any additional incremental machines purchased or leased by Company during the Term, at no additional charge. If Company does not obtain a confirmation letter and pay the applicable license fee, this license expires at the end of the thirty day evaluation period. I. SINGLE POINT OF CONTACT. Support for Software bug reports and other product issues will be handled through a single point of contact within the Company. Company shall identify the contact individual when placing its order with Ethosoft or Ethosoft's Authorized Agent. There will be no charge for support of the Software from the Company's headquarters in Medford when channelled through such individual. Support requests from other organizational areas will be billed at normal hourly support rates. II. PRODUCT SUPPORT. Telephone, and CompuServe support for GroupShade is available at no additional charge. III. GENERAL TERMS. COPYRIGHT. The Software is protected by United States copyright laws and international treaty provisions. Company acknowledges that no title to the intellectual property in the Software is transferred to Company. Company further acknowledges that full ownership rights to the Software will remain the exclusive property of Ethosoft or its suppliers, and Company will not acquire any rights to the Software except as expressly set forth in this license. Company agrees that any copies of the Software made by Company will contain the same proprietary notices which appear on and in the Software. REVERSE ENGINEERING. Company agrees that it will not attempt, and will use its best efforts to prevent its employees from attempting to reverse compile, modify, translate or disassemble the Software in whole or in part. LIMITED WARRANTY. Ethosoft warrants that the Software will perform substantially in accordance with the accompanying documentation for a period of ninety (90) days from the date Ethosoft receives payment. COMPANY REMEDIES. If the Software does not conform to the limited warranty above ("Limited Warranty"), Ethosoft's entire liability and Company's sole and exclusive remedy shall be, at Ethosoft's option, either to (a) correct the error, (b) help Company work around or avoid the error or (c) authorize a refund, so long as the Software is destroyed by Company. The Limited Warranty is void if failure of the Software has resulted from accident, abuse, or misapplication. Any replacement Software will be warranted for the remainder of the original Limited Warranty period. NO OTHER WARRANTIES. ETHOSOFT DOES NOT WARRANT THAT THE SOFTWARE IS ERROR FREE. EXCEPT FOR THE EXPRESS LIMITED WARRANTY ABOVE, ETHOSOFT DISCLAIMS ALL OTHER WARRANTIES WITH RESPECT TO THE SOFTWARE, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT OF THIRD PARTY RIGHTS. SEVERABILITY. In the event of invalidity of any provision of this license, the parties agree that such invalidity shall not affect the validity of the remaining portions of this license. NO LIABILITY FOR CONSEQUENTIAL DAMAGES. IN NO EVENT SHALL ETHOSOFT OR ITS SUPPLIERS BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL OR INDIRECT DAMAGES OF ANY KIND ARISING OUT OF THE DELIVERY, PERFORMANCE OR USE OF THE SOFTWARE, EVEN IF ETHOSOFT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL ETHOSOFT'S LIABILITY FOR ANY CLAIM, WHETHER IN CONTRACT, TORT OR ANY OTHER THEORY OF LIABILITY, EXCEED THE LICENSE FEE PAID BY COMPANY. EXPORT. Company agrees that it will not export or re-export the Software to North Korea, Vietnam, Cuba, Iran or Iraq without the appropriate United States or foreign government licenses. GOVERNING LAW. This Agreement will be governed by the laws of the State of Massachusetts. The United Nations Convention on Contracts for the International Sale of Goods is specifically disclaimed. U.S. GOVERNMENT RESTRICTED RIGHTS. If the Software is acquired (i) for use by DoD, use, duplication or disclosure by the Government is subject to the terms of this license unless superseded by 252.227-7013(c)(1)(ii) or (ii) for use by civilian agencies, use, reproduction or disclosure is subject to the terms of this license unless superseded by 52.227-19. ENTIRE AGREEMENT. This Agreement together with any Ethosoft confirmation letter constitute the entire agreement between Company and Ethosoft which supersedes any prior agreement, including any prior license from Ethosoft, or understanding, whether written or oral, relating to the subject matter of this Agreement. The terms and conditions of this Agreement shall apply to all orders submitted to Ethosoft and shall supersede any different or additional terms on purchase orders from Company. Should you have any questions concerning this license agreement, or if you desire to contact Ethosoft for any reason, please call (617) 393-5460, fax (617) 393-5461, or write: Ethosoft, Inc. 196 Boston Avenue, Suite 3500, Medford, MA 02155. _________________________________________________________________ Ethosoft, INC. SHAREWARE DISTRIBUTION LICENSE NOTICE TO SHAREWARE DISTRIBUTORS ("DISTRIBUTOR"): CAREFULLY READ THE FOLLOWING LEGAL AGREEMENT. DISTRIBUTOR'S RIGHT TO DISTRIBUTE THIS SOFTWARE IS CONDITIONED UPON COMPLIANCE BY DISTRIBUTOR WITH THE TERMS OF THIS AGREEMENT. 1. LICENSE GRANT. Ethosoft, Inc. ("Ethosoft") grants to Distributor a nonexclusive, worldwide right to distribute the object code version of the Software as shareware. This license to distribute the Software is conditioned upon Distributor's compliance with the terms of this Agreement. Distributor will not copy the Software except as necessary to use it in accordance with this license, and Distributor is granted no right to modify or sublicense the Software. Distributor may download the Software files from CompuServe. All files of this Software must be distributed bundled together, either by distributing a copy of the original .ZIP file or by unzipping the entire contents of the .ZIP file onto a diskette. All Software distribution must be via diskettes (which are either write-protected or notchless) or electronic transmission (in which case the original archive file from Ethosoft must be used). Distributor is prohibited from installing copies of the Software on hard drives and distributing such hard drives. 2. NO SUBLICENSE FEE. Shareware Distributors may not charge their customers for the Software other than a nominal fee for the diskette and must make clear on the diskette package and diskette label that the Software on the diskette is for evaluation purposes only, and that its use beyond 30 days requires a valid license or registration through Ethosoft, Inc. or an Authorized Ethosoft Support center. Shareware Distributors agree not to offer any service or subscription that includes updates of Ethosoft Software. Such access to, or provision of, Ethosoft Software updates is a benefit of properly licensing the Software through Ethosoft, Inc. or an Authorized Agent. All registration and licensing opportunities shall be referred to Ethosoft, Inc. or to an Authorized Agent. 3. COPYRIGHT. The Software is protected by United States copyright laws and international treaty provisions. Distributor acknowledges that no title to the intellectual property in the Software is transferred to Distributor. Distributor further acknowledges that full ownership rights to the Software will remain the exclusive property of Ethosoft or its suppliers, and Distributor will not acquire any rights to the Software except as expressly set forth in this license. Distributor agrees that any copies of the Software made by Distributor will contain the same proprietary notices which appear on and in the Software. 4. REVERSE ENGINEERING. Distributor agrees that it will not attempt, and will use its best efforts to prevent its employees from attempting to reverse compile, modify, translate or disassemble the Software in whole or in part. 5. LIMITED END USER WARRANTY. Ethosoft warrants the Software TO END USERS ONLY pursuant to the terms and conditions of the end user license and no warranty is extended to Distributor. In the event the Software does not conform to the limited warranty described in the end user license, Ethosoft will provide the end user with a solution in accordance with the terms of the end user license. Distributor agrees to provide Ethosoft with reasonable assistance in providing warranty assistance to end users. 6. NO OTHER WARRANTIES. ETHOSOFT DOES NOT WARRANT THAT THE SOFTWARE IS ERROR FREE. EXCEPT FOR THE EXPRESS WARRANTIES GRANTED TO THE END USER IN THE END USER LICENSE AGREEMENT, ETHOSOFT DISCLAIMS ALL OTHER WARRANTIES WITH RESPECT TO THE SOFTWARE, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT OF THIRD PARTY RIGHTS. 7. SEVERABILITY. In the event of invalidity of any provision of this license, the parties agree that such invalidity shall not affect the validity of the remaining portions of this license. 8. NO LIABILITY FOR CONSEQUENTIAL DAMAGES. IN NO EVENT SHALL ETHOSOFT OR ITS SUPPLIERS BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL OR INDIRECT DAMAGES OF ANY KIND ARISING OUT OF THE DELIVERY, PERFORMANCE OR USE OF THE SOFTWARE, EVEN IF ETHOSOFT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 9. EXPORT. Distributor agrees that it will not export or re- export the Software to North Korea, Vietnam, Cuba, Iran or Iraq without the appropriate United States or foreign government 10. GOVERNING LAW. This Agreement will be governed by the laws of the State of Massachusetts. The United Nations Convention on Contracts for the International Sale of Goods is specifically disclaimed. 11. U.S. GOVERNMENT RESTRICTED RIGHTS. If Distributor provides the Software for use by DoD, Distributor agrees to insure that use, duplication or disclosure by the Government will be subject to the terms of this Agreement unless superseded by 252.227-7013(c)(1)(ii). If Distributor provides the Software for use by civilian agencies, Distributor agrees to insure that use, reproduction or disclosure is subject to the terms of this Agreement unless superseded by 52.227-19. 12. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between Distributor and Ethosoft which supersedes any prior agreement, including any prior license from Ethosoft, or understanding, whether written or oral, relating to the subject matter of this Agreement. Should you have any questions concerning this license agreement, or if you desire to contact Ethosoft for any reason, please call (617) 393-5460, fax (617) 393-5461, or write: Ethosoft, Inc. 196 Boston Avenue, Suite 3500, Medford, MA 02155.