NORSYS LICENSE AGREEMENT FOR NETICA Norsys Agreement #116 ----------------------------------- 1. By downloading, copying, or using the Netica software you are agreeing to be bound by the terms of this license. If you do not agree to the terms of this license, do not download, or promptly delete the unused software, and notify Norsys for a full refund. GRANT and RESTRICTED USE. 2. Norsys Software Corp. ("Norsys") hereby grants you, the licensee, a non-exclusive license to use the Netica Application and Netica API software products ("Netica") subject to the provisions contained herein. 3. For the purposes of this Agreement, your site is defined as your university, school or home if you have an educational/personal license, or your company if you have a commercial license, but in any case also restricted to a single geographical region of less than 2 kilometers in diameter. If you are not using Netica with a password, your site can be any of the above as you choose. 4. You may make unlimited copies of Netica or its documentation, provided they are copied unmodified and in their entirety, including their copyright notice. Netica may be installed on a local network, or otherwise distributed at your site. Netica may be used by multiple people at your site, providing they all follow the provisions of this Agreement. If you wish to use Netica as part of a web server, or as part of software that you distribute, special licenses for those purposes must be obtained from Norsys. 5. If you know a password (also termed a "license number") for Netica, you must make reasonable effort to ensure that the knowledge of, and the use of, that password remains restricted to your site, and, unless you have a site license, or a "No Charge" license, that the number of computers simultaneously running Netica with that password is never more than the number of copies of Netica purchased for your site, even if Netica is embedded in other software. You must not use Netica with a password that has not been issued by Norsys to a member of your site, or which has been obtained in a way which violates this Agreement. 6. You must not modify Netica, or its password protection, or use a modified version of Netica, but you may create software which contains Netica, in which case all provisions of this Agreement still apply to the embedded Netica. The derived software must contain a valid copyright notice, either your own or the Norsys copyright notice. 7. You acknowledge that Netica in source code form remains a confidential trade secret of Norsys and therefore you agree not to attempt to decipher, decompile, disassemble, reverse engineer or otherwise reduce Netica to a human-perceivable form, or allow others to do so. 8. TITLE. Netica and its documentation is protected by the copyright laws of Canada and international copyright treaties. Netica and its documentation is not sold to you, but licensed for your use. Norsys maintains all title, ownership rights, and intellectual property rights to Netica and its documentation. No license, right or interest in any trademark, trade name or service mark are granted under this Agreement. 9. DISCLAIMER OF WARRANTY. You expressly acknowledge and agree that use of Netica is at your sole risk. Netica and related documents are provided "AS IS" and without warranty of any kind and Norsys EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. NORSYS DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN NETICA WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF NETICA WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN NETICA WILL BE CORRECTED. FURTHERMORE, NORSYS DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF NETICA OR RELATED DOCUMENTATION IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY NORSYS OR A NORSYS AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY. SHOULD THE NETICA SOFTWARE PROVE DEFECTIVE, YOU (AND NOT NORSYS OR A NORSYS AUTHORIZED REPRESENTATIVE) ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THIS EXCLUSION MAY NOT APPLY TO YOU. 10. LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES SHALL NORSYS OR ITS SUPPLIERS OR RESELLERS BE LIABLE TO YOU OR ANY OTHER PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER, WHETHER BASED ON CONTRACT, TORT, WARRANTY OR OTHER LEGAL OR EQUITABLE GROUNDS, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, LOST PROFITS, OR LOST DATA, THAT RESULT FROM THE USE OR INABILITY TO USE NETICA OR ITS DOCUMENTATION, EVEN IF NORSYS HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. NORSYS IS NOT RESPONSIBLE FOR, AND DOES NOT MAKE ANY REPRESENTATION, WARRANTY, OR CONDITION CONCERNING PRODUCT, SOFTWARE, OR DOCUMENTATION NOT MANUFACTURED BY NORSYS, SUCH AS THIRD-PARTIES' PROGRAMS THAT ARE DESIGNED USING NORSYS SOFTWARE OR WHICH INCLUDE NORSYS PROGRAMS, FILES, OR INFORMATION. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION AND EXCLUSION MAY NOT APPLY TO YOU. In no event shall Norsys's total liability to you for all damages, losses, and causes of action (whether in contract, tort (including negligence), or otherwise) exceed the amount paid by you for Netica. 11. EXPORT CONTROLS. You may not download or otherwise export or re-export Netica or its documentation or any other Norsys technical data except in full compliance with all Canadian and other applicable laws and regulations. By downloading or using Netica, you are agreeing to the foregoing and you are representing and warranting that you are not located in any country to which Canada has embargoed goods. 12. TERMINATION. This Agreement is effective until terminated. Norsys may terminate this Agreement at any time, and without notice, if you fail to comply with any provision of this Agreement. Upon termination you must destroy all copies of the Netica software, all parts or modifications of the Netica software including parts or modifications embedded in other software, all Netica documentation, and any other relevant information received from Norsys, that is in your possession or that you have supplied or made available to a third party. 13. GENERAL. This Agreement constitutes the entire agreement between the parties concerning the subject matter thereof. No amendment to or modification of this Agreement will be binding unless in writing and signed by you and an authorized officer of Norsys. THE ACCEPTANCE OF ANY PURCHASE ORDER PLACED BY YOU IS EXPRESSLY MADE CONDITIONAL ON YOUR ASSENT TO THE TERMS SET FORTH HEREIN, AND NORSYS AGREES TO FURNISH NETICA AND DOCUMENTATION ONLY UPON THESE TERMS AND NOT THOSE CONTAINED IN YOUR PURCHASE ORDER. This Agreement shall be governed by, subject to and interpreted in accordance with Canadian law, and you and Norsys shall submit to the jurisdiction of the Canadian court. If for any reason a court of competent jurisdiction finds any provision of this Agreement to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to affect the intent of the parties, and the remainder of the agreement shall continue in full force and effect. Norsys Software Corp. 3512 West 23rd Ave. Vancouver, BC, Canada V6S 1K5