SmartFTP License Agreement

SMARTFTP VERSION 1.0 END-USER LICENSE AGREEMENT

IMPORTANT-READ CAREFULLY: This SmartFTP End-User License Agreement ("EULA") is a
legal agreement between you (either an individual or a single entity) and the
SmartFTP Group for the SOFTWARE(s) identified above, which includes the User's
Guide, any associated SOFTWARE components, any media, any printed materials
other than the User's Guide, and any "online" or electronic documentation
("SOFTWARE"). By installing, copying, or otherwise using the SOFTWARE, you agree
to be bound by the terms of this EULA. If you do not agree to the terms of this
EULA, do not install or use the SOFTWARE. If the SOFTWARE was mailed to you,
return the media envelope along with the rest of the package to the location
where you obtained it within 30 days from purchase.

1. The SOFTWARE is licensed, not sold.

2. GRANT OF LICENSE.  The SmartFTP Group grants you a limited, non-exclusive,
non-transferable, royalty-free license to use the executable code of the
SOFTWARE on your computer as long as the terms of this agreement are respected.

3. DISTRIBUTION.  You are hereby licensed to make copies of the SOFTWARE as you
wish; give exact copies of the original SOFTWARE to anyone; and distribute the
SOFTWARE in its unmodified form via electronic means (Internet, BBS's, Shareware
distribution libraries, CD-ROMs, etc.). You may charge a distribution fee for
the package, but you must not represent in any way that you are selling the
SOFTWARE itself. Your distribution of the SOFTWARE will not entitle you to any
compensation from the SmartFTP Group.  You must distribute a copy of this EULA
with any copy of the SOFTWARE and anyone to whom you distribute the SOFTWARE is
subject to this EULA.

4. TRANSFERRING COPYRIGHTED MATERIAL. Neither the MP3 file format nor the
SOFTWARE indicates whether a particular MP3 file has been authorized for copying
or distribution.  Copying or distributing copyrighted files may violate United
States and foreign copyright laws.  Compliance with the copyright law remains
your responsibility.  Users who infringe on copyrights may be held liable by the
copyright owner. If the SmartFTP Group becomes aware that you are using its
products to infringe on copyrights owned by others, we will discontinue your
account in accordance with the Digital Millennium Copyright Act.

5. RESTRICTIONS.  You may not reverse engineer, de-compile, or disassemble the
SOFTWARE, except and only to the extent that such activity is expressly
permitted by applicable law notwithstanding this limitation. You may not rent,
lease, or lend the SOFTWARE. You may permanently transfer all of your rights
under this EULA, provided the recipient agrees to the terms of this EULA.  You
may not use the SOFTWARE to perform any unauthorized transfer of information
(e.g. transfer of files in violation of a copyright) or for any illegal purpose.

6. SUPPORT SERVICES. The SmartFTP Group may provide you with support services
related to the SOFTWARE. Use of Support Services is governed by the SmartFTP
Group polices and programs described in the user manual, in online
documentation, and/or other materials provided by the SmartFTP Group, as they
may be modified from time to time. Any supplemental SOFTWARE code provided to
you as part of the Support Services shall be considered part of the SOFTWARE and
subject to the terms and conditions of this EULA. With respect to technical
information you provide to SmartFTP Group as part of the Support Services, the
SmartFTP Group may use such information for its business purposes, including for
product support and development. The SmartFTP Group will not utilize such
technical information in a form that personally identifies you.

7. TERMINATION. Without prejudice to any other rights, the SmartFTP Group may
terminate this EULA if you fail to comply with the terms and conditions of this
EULA. In such event, you must destroy all copies of the SOFTWARE.

8. COPYRIGHT. The SOFTWARE is protected by copyright laws 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 the
SmartFTP Group 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.

9. NO WARRANTIES. The SmartFTP Group expressly disclaims any warranty for the
SOFTWARE. THE SOFTWARE AND ANY RELATED DOCUMENTATION IS PROVIDED "AS IS" WITHOUT
WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION,
THE IMPLIED WARRANTIES OR MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR
NONINFRINGEMENT. THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF THE
SOFTWARE REMAINS WITH YOU.

10. LIMITATION OF LIABILITY. IN NO EVENT SHALL THE SMARTFTP GROUP 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 THE SMARTFTP GROUP HAS BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES. IN ANY EVENT, THE SMARTFTP GROUP'S LIABILITY FOR ANY CLAIM,
WHETHER IN CONTRACT, TORT, OR ANY OTHER THEORY OF LIABILITY WILL NOT EXCEED THE
GREATER OF U.S.$1.00 OR LICENSE FEE PAID BY YOU.

11. MISCELLANEOUS. Should you have any questions concerning this EULA, or if you
desire to contact the SmartFTP Group for any reason, please contact by
electronic mail at: support@smartftp.com.