LICENSE AGREEMENT 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. BUSINESS/INSTITUTION/GOVERNMENT LICENSE. If you are a business, institution or government agency, the first of the three licenses in this file pertains to you. Forms to request information regarding this site license are at the end of this file. Registration forms are also located in the REGISTER.TXT file. SHAREWARE DISTRIBUTION LICENSE. If you are a shareware distributor, the second of the three licenses in this file pertains to you. HOME USER LICENSE. If you are an individual end user whose use is not on behalf of a business, organization or government agency, the third of the three licenses in this file pertains to you. Registration forms are also located in the REGISTER.TXT file. _______________________________________________________________ TELESYS GMBH BUSINESS/INSTITUTION/GOVERNMENT 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 20 DAYS ON A ROYALTY FREE BASIS. CONTINUED USE AFTER EVALUATION IS CONDITIONED UPON PAYMENT BY COMPANY OF THE NEGOTIATED LICENSE FEE SPECIFIED IN A CONFIRMATION LETTER FROM TELESYS GMBH ("TELESYS"). 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 described in the confirmation letter from Telesys and for which Company has paid Telesys the negotiated license fee. If the confirmation letter from Telesys 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. This license will remain in effect for two years from the date of the confirmation letter from Telesys authorizing such continued use or such other period as is stated in the confirmation letter (the "Term"). If Company does not obtain a confirmation letter and pay the applicable license fee, this license expires at the end of the 20 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 Telesys. There will be no charge for support of the Software from the Company's headquarters in Zurich when channelled through such individual. Support requests from other organizational areas will be billed at normal hourly support rates. II. TROUBLESHOOTING SUPPORT. Product Support by Telephone and Fax is available at no additional charge. On-site support for system troubleshooting may be obtained from a Telesys Authorized Agent, as available, at a negotiated hourly rate plus travel time and expenses. III. EMPLOYEE HOME USE OPTION. In the case where Company is licensing more than 25 copies of the Software, Telesys will license the Software for home use by employees if requested by Company, in writing, within the first year of the license. The cost for this option is 20% of the standard site license fee for that number of employees. IV. GENERAL TERMS. COPYRIGHT. The Software is protected by Swiss 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 Telesys 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. Telesys warrants that the Software will perform substantially in accordance with the accompanying documentation for a period of six (6) month from the date Telesys receives payment. COMPANY REMEDIES. If the Software does not conform to the limited warranty above ("Limited Warranty"), Telesys's entire liability and Company's sole and exclusive remedy shall be, at Telesys'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. TELESYS DOES NOT WARRANT THAT THE SOFTWARE IS ERROR FREE, IDENTIFIES ALL PERFORMANCE BOTTLE- NECKS OR MAY NOT OCCASIONALLY CAUSE SYSTEM HALT AT SPEED BARRIERS. EXCEPT FOR THE EXPRESS LIMITED WARRANTY ABOVE, TELESYS 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. PERFORMANCE TESTS AT SPEED BARRIERS CAN CAUSE CURRENTLY OPEN FILES TO GO LOST BECAUSE OF A SYSTEM HALT. IN NO EVENT SHALL TELESYS 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 TELESYS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL TELESYS'S LIABILITY FOR ANY CLAIM, WHETHER IN CONTRACT, TORT OR ANY OTHER THEORY OF LIABILITY, EXCEED THE LICENSE FEE PAID BY COMPANY. GOVERNING LAW. This Agreement will be governed by the laws of Zurich as they are applied to agreements to be entered into and to be performed entirely within Switzerland. The United Nations Convention on Contracts for the International Sale of Goods is specifically disclaimed. ENTIRE AGREEMENT. This Agreement together with any Telesys confirmation letter constitute the entire agreement between Company and Telesys which supersedes any prior agreement, including any prior license from Telesys, 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 Telesys 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 Telesys for any reason, please call +41 1 888-1818, fax +41 1 888-1814, or write to: Telesys GmbH, Obere Wangenstrasse 16, CH-8306 Bruettisellen, Switzerland. _________________________________________________________________ TELESYS GMBH 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. Telesys GmbH ("Telesys") 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. All files of this Software must be distributed bundled together, with the Software .EXE files bundled with the original text files as listed in the PACKING.LST file. 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 Telesys 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 20 days requires a valid license or registration through Telesys GmbH. Shareware Distributors agree not to offer any service or subscription that includes updates of Telesys Software. Such access to, or provision of, Telesys Software updates is a benefit of properly licensing the Software through Telesys GmbH. All registration and licensing opportunities shall be referred to Telesys GmbH. 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 Telesys 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. Telesys 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, Telesys will provide the end user with a solution in accordance with the terms of the end user license. Distributor agrees to provide Telesys with reasonable assistance in providing warranty assistance to end users. 6. NO OTHER WARRANTIES. TELESYS DOES NOT WARRANT THAT THE SOFTWARE IS ERROR FREE, IDENTIFIES ALL PERFORMANCE BOTTLE- NECKS OR MAY NOT OCCASIONALLY CAUSE SYSTEM HALT AT SPEED BARRIERS. EXCEPT FOR THE EXPRESS LIMITED WARRANTY ABOVE, TELESYS 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 TELESYS 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 TELESYS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 9. GOVERNING LAW. This Agreement will be governed by the laws of the State Zurich as they are applied to agreements to be entered into and to be performed entirely within Switzerland. The United Nations Convention on Contracts for the International Sale of Goods is specifically disclaimed. 10. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between Distributor and Telesys which supersedes any prior agreement, including any prior license from Telesys, 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 Telesys for any reason, please call +41 1 888-1818, fax +41 1 888-1814, or write to: Telesys GmbH, Obere Wangenstrasse 16, CH-8306 Bruettisellen, Switzerland. _________________________________________________________________ TELESYS GMBH HOME USER LICENSE NOTICE TO HOME USER: CAREFULLY READ THE FOLLOWING LEGAL AGREEMENT. YOU MUST PROMPTLY REGISTER YOUR USE OF THE SOFTWARE PROVIDED WITH THIS AGREEMENT (THE "SOFTWARE") BY COMPLETING AND FORWARDING TO TELESYS GMBH ("TELESYS") THE REGISTER.TXT FILE CONTAINED IN THE SOFTWARE. 1. LICENSE GRANT. If you are a home user, Telesys grants to you, as an individual, a non-exclusive right to use one copy of the object code version of the SOFTWARE associated with this license for your personal use. This license to use the SOFTWARE is conditioned upon your compliance with the terms of this Agreement. You are entitled to evaluate the software on a royalty free basis for 20 days. Use after the 20 day evaluation period is further conditioned upon payment of the license fee specified in this REGISTER.TXT file. This license is effective for one year from the date of your first use or receipt of the REGISTER.TXT file by Telesys, whichever first occurs. You agree you will only copy the SOFTWARE as necessary to use it in accordance with this license. 2. COPYRIGHT. The SOFTWARE is protected by Swiss copyright law and international treaty provisions. You acknowledge that no title to the intellectual property in the SOFTWARE is transferred to you. You further acknowledge that title and full ownership rights to the SOFTWARE will remain the exclusive property of Telesys or its suppliers, and you will not acquire any rights to the SOFTWARE except as expressly set forth in this license. You agree that any copies of the SOFTWARE will contain the same proprietary notices which appear on and in the SOFTWARE. 3. REVERSE ENGINEERING. You agree that you will not attempt to reverse compile, modify, translate, or disassemble the SOFTWARE in whole or in part. 4. LIMITED WARRANTY. Telesys warrants that the SOFTWARE will perform substantially in accordance with the accompanying written materials for a period of six (6) month from the date of purchase. Any implied warranties relating to the SOFTWARE are limited to 6 month. 5. CUSTOMER REMEDIES. If the SOFTWARE does not conform to the limited warranty in Section 4 above ("Limited Warranty"), Telesys's entire liability and your sole and exclusive remedy shall be, at Telesys's option, either to (a) correct the error or (b) help you work around or avoid the error. 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. 6. NO OTHER WARRANTIES. TELESYS DOES NOT WARRANT THAT THE SOFTWARE IS ERROR FREE. EXCEPT FOR THE EXPRESS LIMITED WARRANTY IN SECTION 4 ("LIMITED WARRANTY"), TELESYS 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. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY MAY LAST, OR THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM JURISDICTION TO JURISDICTION. 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 TELESYS OR ITS SUPPLIERS BE LIABLE TO YOU FOR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL OR INDIRECT DAMAGES OF ANY KIND ARISING OUT OF THE DELIVERY, PERFORMANCE OR USE OF THE SOFTWARE, EVEN IF TELESYS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL TELESYS'S LIABILITY FOR ANY CLAIM, WHETHER IN CONTRACT, TORT OR ANY OTHER THEORY OF LIABILITY, EXCEED THE LICENSE FEE PAID BY YOU, IF ANY. 9. GOVERNING LAW. This license will be governed by the laws of the Zurich Switzerland as they are applied to agreements between Zurich residents entered into and to be performed entirely within Zurich. The United Nations Convention on Contracts for the International Sale of Goods is specifically disclaimed. 10. ENTIRE AGREEMENT. This is the entire agreement between you and Telesys which supersedes any prior agreement or understanding, whether written or oral, relating to the subject matter of this license. Should you have any questions concerning this license agreement, or if you desire to contact Telesys for any reason, please call +41 1 888-1818, fax +41 1 888-1814, or write to: Telesys GmbH, Obere Wangenstrasse 16, CH-8306 Bruettisellen, Switzerland. _________________________________________________________________ BUSINESS/INSTITUTION/GOVERNMENT REQUEST FOR INFORMATION FORM Please mail ____________ or FAX _____________ license information. We need site licence information and we have approximately __________ potential users. We plan to use the Software in the following manner: _______________________________________________________________ _______________________________________________________________ _______________________________________________________________ Send information to: Name:_______________________________ Dept:____________________ Company:_______________________________________________________ Address:_______________________________________________________ _______________________________________________________________ City/State/Province:___________________________________________ Country/Postal Code:___________________________________________ Telephone:____________________ Fax:__________________________ Send request form to: For questions and orders call: Telesys GmbH Phone: +41 1 888-1818 Obere Wangenstrasse 16 Fax: +41 1 888-1814 CH-8306 Bruettisellen E-Mail: postmaster@telesys.ch SWITZERLAND