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License Agreement

THIS LICENSE ALLOWS ONLY THE LIMITED USE OF GO AHEAD SOFTWARE, INC. PROPRIETARY CODE.  PLEASE CAREFULLY READ THIS AGREEMENT AS IT PERTAINS TO THIS LICENSE, YOU CERTIFY THAT YOU WILL USE THE SOFTWARE ONLY IN THE MANNER PERMITTED HEREIN.

1. Definitions.

1.1 "Documentation" means any documentation GoAhead includes with the Original Code.

1.2 "GoAhead" means Go Ahead Software, Inc.

1.3 "Intellectual Property Rights" means all rights, whether now existing or hereinafter acquired, in and to trade secrets, patents, copyrights, trademarks, know-how, as well as moral rights and similar rights of any type under the laws of any governmental authority, domestic or foreign, including rights in and to all applications and registrations relating to any of the foregoing.

1.4 "License" or "Agreement" means this document.

1.5 "Modifications" means any addition to or deletion from the substance or structure of either the Original Code or any previous Modifications.

1.6 "Original Code" means the Source Code to GoAhead’s proprietary computer software entitled GoAhead WebServer.

1.7 "Response Header" means the first portion of the response message output by the GoAhead WebServer, containing but not limited to, header fields for date, content-type, server identification and cache control.

1.8 "Server Identification Field" means the field in the Response Header which contains the text "Server: GoAhead-Webs".

1.9 "You" means an individual or a legal entity exercising rights under, and complying with all of the terms of, this license or a future version of this license. For legal entities, "You" includes any entity which controls, is controlled by, or is under common control with You. For purposes of this definition, "control" means (a) the power, direct or indirect, to cause the direction or management of such entity, whether by contract or otherwise, or (b) ownership of fifty percent (50%) or more of the outstanding shares or beneficial ownership of such entity.

2. Source Code License.

2.1 Limited Source Code Grant.

GoAhead hereby grants You a world-wide, royalty-free, non-exclusive license, subject to third party intellectual property claims, to use, reproduce, modify, copy and distribute the Original Code.

2.2 Binary Code.

GoAhead hereby grants You a world-wide, royalty-free, non-exclusive license to copy and distribute the binary code versions of the Original Code together with Your Modifications.

2.3 License Back to GoAhead.

You hereby grant in both source code and binary code to GoAhead a world-wide, royalty-free, non-exclusive license to copy, modify, display, use and sublicense any Modifications You make that are distributed or planned for distribution.  Within 30 days of either such event, You agree to ship to GoAhead a file containing the Modifications (in a media to be determined by the parties), including any programmers’ notes and other programmers’ materials. Additionally, You will provide to GoAhead a complete description of the product, the product code or model number, the date on which the product is initially shipped, and a contact name, phone number and e-mail address for future correspondence. GoAhead will keep confidential all data specifically marked as such.

2.4 Restrictions on Use.

You may sublicense Modifications to third parties such as subcontractors or OEM's provided that You enter into license agreements with such third parties that bind such third parties to all the obligations under this Agreement applicable to you and that are otherwise substantially similar in scope and application to this Agreement.

3. Term.

This Agreement and license are effective from the time You accept the terms of this Agreement until this Agreement is terminated. You may terminate this Agreement at any time by uninstalling or destroying all copies of the Original Code including any and all binary versions and removing any Modifications to the Original Code existing in any products. This Agreement will terminate immediately and without further notice if You fail to comply with any provision of this Agreement. All restrictions on use, and all other provisions that may reasonably be interpreted to survive termination of this Agreement, will survive termination of this Agreement for any reason. Upon termination, You agree to uninstall or destroy all copies of the Original Code, Modifications, and Documentation.

4. Trademarks and Brand.

4.1 License and Use.

GoAhead hereby grants to You a limited world-wide, royalty-free, non-exclusive license to use the GoAhead trade names, trademarks, logos, service marks and product designations posted in Exhibit A (collectively, the "GoAhead Marks") in connection with the activities by You under this Agreement. Additionally, GoAhead grants You a license under the terms above to such GoAhead trademarks as shall be identified at a URL (the "URL") provided by GoAhead. The use by You of GoAhead Marks shall be in accordance with GoAhead’s trademark policies regarding trademark usage as established at the web site designated by the URL, or as otherwise communicated to You by GoAhead at its sole discretion. You understand and agree that any use of GoAhead Marks in connection with this Agreement shall not create any right, title or interest in or to such GoAhead Marks and that all such use and goodwill associated with GoAhead Marks will inure to the benefit of GoAhead.

4.2 Promotion by You of GoAhead WebServer Mark.

In consideration for the licenses granted by GoAhead to You herein, You agree to notify GoAhead when You incorporate the GoAhead WebServer in Your product and to inform GoAhead when such product begins to ship. You agree to promote the Original Code by prominently and visibly displaying a graphic of the GoAhead WebServer mark on the initial web page of Your product that is displayed each time a user connects to it. You also agree that GoAhead may identify your company as a user of the GoAhead WebServer in conjunction with its own marketing efforts. You may further promote the Original Code by displaying the GoAhead WebServer mark in marketing and promotional materials such as the home page of your web site or web pages promoting the product.

4.3 Placement of Copyright Notice by You.

You agree to include copies of the following notice (the "Notice") regarding proprietary rights in all copies of the products that You distribute, as follows: (i) embedded in the object code; and (ii) on the title pages of all documentation. Furthermore, You agree to use commercially reasonable efforts to cause any licensees of your products to embed the Notice in object code and on the title pages or relevant documentation. The Notice is as follows: Copyright (c) 20xx GoAhead Software, Inc. All Rights Reserved. Unless GoAhead otherwise instructs, the year 20xx is to be replaced with the year during which the release of the Original Code containing the notice is issued by GoAhead. If this year is not supplied with Documentation, GoAhead will supply it upon request.

4.4 No Modifications to Server Identification Field.

You agree not to remove or modify the Server identification Field contained in the Response Header as defined in Section 1.6 and 1.7.

5. Warranty Disclaimers.

THE ORIGINAL CODE, THE DOCUMENTATION AND THE MEDIA UPON WHICH THE ORIGINAL CODE IS RECORDED (IF ANY) ARE PROVIDED "AS IS" AND WITHOUT WARRANTIES OF ANY KIND, EXPRESS, STATUTORY OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

The entire risk as to the quality and performance of the Original Code (including any Modifications You make) and the Documentation is with You. Should the Original Code or the Documentation prove defective, You (and not GoAhead or its distributors, licensors or dealers) assume the entire cost of all necessary servicing or repair. GoAhead does not warrant that the functions contained in the Original Code will meet your requirements or operate in the combination that You may select for use, that the operation of the Original Code will be uninterrupted or error free, or that defects in the Original Code will be corrected. No oral or written statement by GoAhead or by a representative of GoAhead shall create a warranty or increase the scope of this warranty.

GOAHEAD DOES NOT WARRANT THE ORIGINAL CODE AGAINST INFRINGEMENT OR THE LIKE WITH RESPECT TO ANY COPYRIGHT, PATENT, TRADE SECRET, TRADEMARK OR OTHER PROPRIETARY RIGHT OF ANY THIRD PARTY AND DOES NOT WARRANT THAT THE ORIGINAL CODE DOES NOT INCLUDE ANY VIRUS, SOFTWARE ROUTINE OR OTHER SOFTWARE DESIGNED TO PERMIT UNAUTHORIZED ACCESS, TO DISABLE, ERASE OR OTHERWISE HARM SOFTWARE, HARDWARE OR DATA, OR TO PERFORM ANY OTHER SUCH ACTIONS.

Any warranties that by law survive the foregoing disclaimers shall terminate ninety (90) days from the date You received the Original Code.

6. Limitation of Liability.

YOUR SOLE REMEDIES AND GOAHEAD'S ENTIRE LIABILITY ARE SET FORTH ABOVE. IN NO EVENT WILL GOAHEAD OR ITS DISTRIBUTORS OR DEALERS BE LIABLE FOR DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES RESULTING FROM THE USE OF THE ORIGINAL CODE, THE INABILITY TO USE THE ORIGINAL CODE, OR ANY DEFECT IN THE ORIGINAL CODE, INCLUDING ANY LOST PROFITS, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

You agree that GoAhead and its distributors and dealers will not be LIABLE for defense or indemnity with respect to any claim against You by any third party arising from your possession or use of the Original Code or the Documentation.

In no event will GoAhead’s total liability to You for all damages, losses, and causes of action (whether in contract, tort, including negligence, or otherwise) exceed the amount You paid for this product.

SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, AND SOME STATES DO NOT ALLOW 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 STATE TO STATE.

7. Indemnification by You.

You agree to indemnify and hold GoAhead harmless against any and all claims, losses, damages and costs (including legal expenses and reasonable counsel fees) arising out of any claim of a third party with respect to the contents of the Your products, and any intellectual property rights or other rights or interests related thereto.

8. High Risk Activities.

The Original Code is not fault-tolerant and is not designed , manufactured or intended for use or resale as online control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, direct life support machines or weapons systems, in which the failure of the Original Code could lead directly to death, personal injury, or severe physical or environmental damage.  GoAhead and its suppliers specifically disclaim any express or implied warranty of fitness for any high risk uses listed above.

9. Government Restricted Rights.

For units of the Department of Defense, 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. Contractor/manufacturer is GoAhead Software, Inc., 10900 N.E. 8th Street, Suite 750, Bellevue, Washington 98004.

If the Commercial Computer Software Restricted rights clause at FAR 52.227-19 or its successors apply, the Software and Documentation constitute restricted computer software as defined in that clause and the Government shall not have the license for published software set forth in subparagraph (c)(3) of that clause.

The Original Code (i) was developed at private expense, and no part of it was developed with governmental funds; (ii) is a trade secret of GoAhead (or its licensor(s)) for all purposes of the Freedom of Information Act; (iii) is "restricted computer software" subject to limited utilization as provided in the contract between the vendor and the governmental entity; and (iv) in all respects is proprietary data belonging solely to GoAhead (or its licensor(s)).

10. Governing Law and Interpretation.

This Agreement shall be interpreted under and governed by the laws of the State of Washington, without regard to its rules governing the conflict of laws. If any provision of this Agreement is held illegal or unenforceable by a court or tribunal of competent jurisdiction, the remaining provisions of this Agreement shall remain in effect and the invalid provision deemed modified to the least degree necessary to remedy such invalidity.

11. Entire Agreement.

This Agreement is the complete agreement between GoAhead and You and supersedes all prior agreements, oral or written, with respect to the subject matter hereof.

If You have any questions concerning this Agreement, You may write to GoAhead Software, Inc., 10900 N.E. 8th Street, Suite 750, Bellevue, Washington 98004 or send e-mail to info@goahead.com.

BY CLICKING ON THE "Register" BUTTON ON THE REGISTRATION FORM, YOU ACCEPT AND AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT. IF YOU DO NOT WISH TO ACCEPT THIS LICENSE OR YOU DO NOT QUALIFY FOR A LICENSE BASED ON THE TERMS SET FORTH ABOVE, YOU MUST NOT CLICK THE "Register" BUTTON.

Exhibit A

GoAhead Trademarks, Logos, and Product Designation Information

01/28/00