MADGOAT SOFTWARE Evaluation Software License Agreement (30 Days) THIS IS A CONTRACT. CAREFULLY READ ALL THE TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT. INSTALLING THE SOFTWARE INDICATES YOUR ACCEPTANCE OF THESE TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, SIMPLY DO NOT INSTALL OR USE THE SOFTWARE. LICENSE MadGoat Software, a California corporation (the "Licensor"), hereby grants to you a non-exclusive and non-transferable right to use the Message Exchange software program (the "Software Program") including the computer programs, documentation and authorization keys (collectively the "Licensed Materials") for an evaluation period of thirty (30) days, commencing upon your installation of the Licensed Materials. You may only use the Software Program on one (1) central processing unit ("CPU") or VMS/VAXcluster, or merge it into another program for your use on a single CPU or VMS/VAXcluster. You may not use, copy or modify the Licensed Materials, in whole or in part, except as expressly provided for by this Agreement. You must acquire and dedicate an evaluation license for each separate CPU or VMS/VAXcluster on which the Software Program is installed. An evaluation license for the Licensed Materials may not be shared or used concurrently on different CPUs or VMS/VAXclusters. OWNERSHIP As a licensee, you are entitled to use the Licensed Materials and the magnetic or other physical media on which the Licensed Materials are recorded or fixed by you for the thirty (30) day evaluation period. The Licensor retains sole and exclusive title to and ownership of the Licensed Materials installed by you and all subsequent copies regardless of the form or media in or on which the original and other copies may exist. You acknowledge that the Licensed Materials are not your property and understand that giving away or selling copies of the Licensed Materials is theft. TERM This license is automatically terminated upon the expiration of thirty (30) days after your installation of the Licensed Materials. This license will also terminate if you fail to comply with any terms or conditions of this agreement or you transfer possession of any copy, modification or merged portion of the Licensed Materials to any unauthorized party. You agree upon such termination to destroy the Licensed Materials together with any copies and merged portions which may have been made. You may terminate this license by destroying the Licensed Materials together with any backup copies or merged portions in any form that may have been made. BACKUP AND TRANSFER The Licensed Materials are copyrighted and contain proprietary information and trade secrets of the Licensor. Modifications to the Licensed Materials are expressly prohibited. Unauthorized copying or reproducing of the Licensed Materials, even if merged or included with other software, is expressly forbidden. You may make one (1) archival copy of the Message Exchange Software program for the sole purpose of backing up the Message Exchange Software program. In no event does the limited copying or reproduction permitted hereunder include the right to decompile, disassemble or electronically transfer the Licensed Materials, or translate the Licensed Materials into another language. You may not sell your license rights in the Licensed Materials to another party. MERGER Any portion of the Software Program that is merged into another program shall continue to be subject to the terms and conditions of this Agreement. You agree to reproduce and include the Licensor's copyright notice on any copy or portion of the Software Program that is merged into another program. You agree not to use or copy the Software Program or any copy, modification, or merged portion, in whole or in part, except as expressly provided for in this Agreement. PROTECTION AND SECURITY You recognize that the Licensed Materials contain valuable confidential information and trade secrets of the Licensor. You agree not to deliver or otherwise make available the Licensed Materials or any part thereof, including, without limitation, the object code, to any person other than the Licensor or its employees, except for purposes specifically related to your use of the Licensed Materials on one (1) CPU or VMS/VAXcluster, without the prior written consent of the Licensor. You agree to use your best efforts and take all reasonable steps to safeguard the Licensed Materials to ensure that no unauthorized person shall have access thereto and that no unauthorized copy, publication, disclosure or distribution thereof, in whole or in part, in any form, shall be made. LICENSED MATERIALS PROVIDED "AS IS" THE LICENSED MATERIALS ARE PROVIDED "AS IS". THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE OF THE LICENSED MATERIALS IS ASSUMED BY YOU. THE LICENSOR DOES NOT WARRANT, GUARANTEE OR MAKE ANY REPRESENTATIONS REGARDING THE USE OF, OR THE RESULTS OBTAINED WITH, THE LICENSED MATERIALS IN TERMS OF CORRECTNESS AND RELIABILITY OR LEGALITY. THERE ARE NO WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL THE LICENSOR OR ANY OTHER PARTY WHO HAS BEEN INVOLVED IN THE CREATION, PRODUCTION OR DELIVERY OF THE LICENSED MATERIALS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS OR INABILITY TO USE THE LICENSED MATERIALS, EVEN IF THE LICENSOR OR SUCH OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU AGREE THAT YOUR EXCLUSIVE REMEDIES, AND THE LICENSOR'S OR SUCH OTHER PARTY'S ENTIRE LIABILITY WITH RESPECT TO THE LICENSED MATERIALS SHALL BE AS SET FORTH HEREIN. ENTIRE AGREEMENT; GOVERNING LAW This Agreement represents the entire agreement between the Licensor and you with respect to the license and use of the Licensed Materials. This agreement shall be governed by and construed in accordance with the laws of the State of California. SEVERABILITY If any provision or a portion of this Agreement is determined to be invalid under any applicable law, it shall be deemed omitted and the remaining provisions and partial provisions of this agreement shall continue in full force and effect. U.S. GOVERNMENT RESTRICTED RIGHTS The Licensed Materials are provided with RESTRICTED RIGHTS. Use, duplication, or disclosure by the Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of the Commercial Computer Software -- Restricted Rights at 48 CFR 52.227-19, as applicable. NOTICE Any notice or other communication to be sent to the Licensor must be mailed by certified mail to the following address: MadGoat Software P.O. Box 556 Santa Cruz, CA 95061-0556