LICENSE AGREEMENT CAREFULLY READ ALL OF THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT BEFORE USING THE SOFTWARE ("Software") OR THE HARDWARE ("Hardware"). BY INSTALLING OR USING THIS PRODUCT, YOU INDICATE YOUR COMPLETE AND UNCONDITIONAL ACCEPTANCE OF THESE TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, PROMPTLY RETURN THE PRODUCT FOR A FULL REFUND. This document is a legal agreement between you and ARTISOFT, INC. ("ARTISOFT") concerning the use of the Software and documentation. THIS AGREEMENT CONSTITUTES THE COMPLETE AGREEMENT BETWEEN YOU AND ARTISOFT. 1. LICENSE: Subject to the terms of this agreement, ARTISOFT grants to you a non-exclusive, non-transferable personal license to use the Software in object code form only (and specifically not in source code form) on the platforms and on not more than the number of servers/workstations indicated in your purchase documentation provided the relevant servers/workstations are part of a single network installation. If you install or use the Software on more than the number of servers/workstations indicated in your purchase documentation, you must purchase a separate copy of the Software for additional servers/workstations on which the Software will be operated. A single network installation is defined as any continuously connected group of not more than 500 servers/workstations on one cabling scheme without hardware or software bridges or routers. For a network server, the Software is considered "in use" when any portion of the Software is either loaded in memory or virtual memory ("Loaded") or stored on a hard disk or other storage device ("Stored"). For single-user computers or workstations attached to a network, the quantity of the Software "in use" is considered to be the greater of (i) the maximum number of computers on which the Software is Loaded at any one time, or (ii) the maximum number of computers on which the Software is Stored. On a multi-user computer, the quantity of Software "in use" is considered to be the maximum number of user sessions executed at any one time. If this Software is an upgrade or trade-up from a previous version, you may use the Software only if you are an authorized user of a qualifying product as determined by ARTISOFT. When you install the upgrade, you must delete the copy of the qualifying product. This Agreement supersedes any prior version license and governs your use of the Software. You may use ARTISOFT'S documentation ("Documentation") which includes publications such as the User's Manual, other reference manuals, programmer guides and installation guides to assist in the use of the Software. ARTISOFT and its suppliers retain title to and ownership of their respective interests in the Software, any backup copies and any proprietary rights related to the Software and the Documentation. You may make one (1) archival copy of the Software for backup provided that you reproduce all copyright and other proprietary notices that are on the original copy of the Software provided to you. You may not copy the Documentation (except where otherwise specified) or make alterations or modifications to, merge, adapt, decompile, disassemble, reverse engineer, copy, create derivative works or attempt to discover the source code of, or otherwise use the Software except as provided herein. Title, and ownership right, and intellectual property rights in and to the Software and the Documentation is provided for your own internal use under this agreement. You acknowledge that the Software in source code form remains a confidential trade secret of ARTISOFT. The Software and Documentation, or any portion or copy thereof, may not be sublicensed, time-shared, distributed, rented, leased, loaned or otherwise transferred, in whole or part, to third parties. If the Software is demonstration and evaluation software, you may not transfer the Software for commercial purposes. The term of this license commences upon delivery of the Software to you and your acceptance of this License Agreement. The term is perpetual unless earlier terminated upon default or as otherwise set forth herein. Both the license and your right to use the Software and Documentation terminate automatically if you violate any part of this Agreement. In the event of termination, you must immediately destroy all copies of the Software and Documentation or return them to ARTISOFT. 2. LIMITED WARRANTY: Artisoft warrants that (a) the Software will perform substantially in accordance with the accompanying written materials for a period of (90) days from the date of receipt, and (b) any Hardware accompanying the Software will be free from defects in materials and workmanship under normal use and service for a period of three (3) years from the date of receipt. Any implied warranties on the Software and Hardware are limited to ninety (90) days and three (3) years, respectively. THIS WARRANTY DOES NOT APPLY TO DEFECTS DUE DIRECTLY OR INDIRECTLY TO MISUSE, ABUSE, NEGLIGENCE, ACCIDENT, REPAIRS OR ALTERATIONS MADE BY THE CUSTOMER OR ANOTHER PARTY, OR IF THE ARTISOFT SERIAL NUMBER HAS BEEN REMOVED OR DEFACED. ARTISOFT AND ITS SUPPLIERS DISCLAIM ALL OTHER WARRANTIES, REPRESENTATIONS, PROMISES AND GUARANTEES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, ON THE SOFTWARE, MEDIA, DOCUMENTATION OR RELATED TECHNICAL SUPPORT INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, PERFORMANCE AND FITNESS FOR A PARTICULAR PURPOSE. ARTISOFT WILL NOT BE LIABLE FOR ANY BUG, ERROR, OMISSION, DEFECT, DEFICIENCY OR NONCONFORMITY IN ANY SOFTWARE. ARTISOFT DOES NOT WARRANT, HOWEVER, THAT YOUR USE OF THE SOFTWARE WILL BE UNINTERRUPTED OR THAT THE OPERATION OF THE SOFTWARE WILL BE ERROR-FREE OR THAT ALL SOFTWARE ERRORS WILL BE CORRECTED. AS A RESULT, THE SOFTWARE AND DOCUMENTATION IS LICENSED "AS IS", AND THE PURCHASER ASSUMES THE ENTIRE RISK AS TO ITS QUALITY AND PERFORMANCE. ARTISOFT BE OBLIGED TO HONOR THIS WARRANTY ONLY IF YOU INFORM ARTISOFT OF YOUR PROBLEM WITH THE SOFTWARE DURING THE APPLICABLE WARRANTY PERIOD. YOU MUST CONTACT ARTISOFT BY TELEPHONE, FACSIMILE, OR BY LETTER TO INFORM ARTISOFT OF THE PROBLEM. THIS WARRANTY SHALL NOT APPLY IF THE SOFTWARE IS USED ON OR IN CONJUNCTION WITH OPEATING SYSTEMS FOR WHICH THE SOFTWARE IS NOT DESIGNED TO OPERATE. Some states/jurisdictions do not allow limitations on duration of an implied warranty, so the above information may not apply to you. CUSTOMER REMEDIES. Artisoft's and its suppliers' entire liability and your exclusive remedy shall be, at Artisoft's option. either (a) return of the price paid, or (b) repair or replacement of the Software or Hardware that does not meet Artisoft's Limited Warranty and which is returned to Artisoft with a copy of your receipt. This Limited Warranty is void if failure of the Software or Hardware has resulted from accident, abuse, or misapplication. Any replacement Software or Hardware will be warranted for the remainder of the original warranty period or thirty (30) days, whichever is longer. Outside the United States, neither these remedies nor any product support services offered by Artisoft are available without proof of purchase from an authorized non-U.S. source. 3. LIMITATION OF LIABILITY: IN NO EVENT WILL ARTISOFT OR ITS SUPPLIERS BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, CONTINGENT, CONSEQUENTIAL OR SIMILAR DAMAGES OF ANY KIND RESULTING FROM ANY DEFECT IN THE SOFTWARE OR DOCUMENTATION, INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS OR SAVINGS, DAMAGES FROM BUSINESS INTERRUPTION, LOSS OF OR TO DATA, COMPUTER PROGRAMS, BUSINESS, DOWNTIME, GOODWILL, DAMAGE TO OR REPLACEMENT OF EQUIPMENT OR PROPERTY, OR ANY COSTS OF RECOVERING, REPROGRAMMING OR REPRODUCING ANY PROGRAM OR DATA USED IN CONJUNCTION WITH THE PRODUCTS, EVEN IF ARTISOFT, ITS SUPPLIERS OR ANYONE ELSE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU AGREE THAT ARTISOFT'S AND ITS SUPPLIERS' LIABILITY ARISING OUT OF CONTRACT, NEGLIGENCE, STRICT LIABILITY IN TORT OR WARRANTY SHALL NOT EXCEED THE AMOUNT PAID BY YOU FOR THIS PRODUCT. ANY WRITTEN OR ORAL INFORMATION OR ADVICE GIVEN BY ARTISOFT DEALERS, DISTRIBUTORS, AGENTS OR EMPLOYEES WILL IN NO WAY INCREASE THE SCOPE OF THIS WARRANTY, NOR MAY YOU RELY ON ANY SUCH WRITTEN OR ORAL COMMUNICATION. Some jurisdictions do not allow the limitation or exclusion of implied warranties or liability for incidental or consequential damages, and some jurisdictions have special statutory consumer protection provisions which may supersede this limitation, so the above limitation or exclusion 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. 4. SUPPORT: ARTISOFT will attempt to answer your technical support requests concerning the Software; however, this service is offered on a reasonable efforts basis only, and ARTISOFT may not be able to resolve every support request. ARTISOFT supports the Software only if it is used under conditions and on operating systems for which the Software is designed. For support requests, contact ARTISOFT at the telephone number indicated in the Documentation. IN NO EVENT WILL ARTISOFT OR ITS SUPPLIERS BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, CONTINGENT, CONSEQUENTIAL OR SIMILAR DAMAGES OF ANY KIND RESULTING FROM THE DELIVERY OF TECHNICAL SUPPORT SERVICES OF ANY KIND. THIS INCLUDES, BUT IS NOT LIMITED TO, DAMAGE TO YOUR COMPUTER EQUIPMENT AND THE LOSS OF YOUR DATA. 5. EXPORT LAW ASSURANCES: You acknowledge and agree that the Software is subject to restrictions and controls imposed by the United States Export Administration Act (the "Act") and the regulations thereunder. You agree and certify that, except with the prior written consent of ARTISOFT and in accordance with the Act and regulations issued by the Bureau of Export Administration of the U. S. Department of Commerce, Washington, D.C. 20230, neither the Software nor any other technical data received from ARTISOFT, nor the direct product thereof, will be acquired, shipped, transferred or transmitted, directly or indirectly, or exported outside the United States and specifically not to any Group Q, S, W, Y or Z country specified in Supplement No. 1 to Section 370 of the Export Administration Regulations issued by the U.S. Department of Commerce. 6. GOVERNMENTAL RESTRICTED RIGHTS: If you are acquiring the Software on behalf of any unit or agency of the United States Government, the following provisions apply: The Government acknowledges ARTISOFT'S representation that the Software and its Documentation were developed at private expense and no part of them is in the public domain. The Software and/or Documentation are provided with RESTRICTED and limited RIGHTS. Use, duplication or disclosure by the U.S. Government is subject to restrictions as set forth in Federal Acquisition Regulations (FAR) 52.227-14 (June 1987) Alternate III (g)(3)(June 1987), subparagraph (c) (1)(ii) of the Rights in Technical Data and Computer Software clause at Department of Defense Federal Acquisition Regulations Supplement (DFARS) 252.227-7013 (June 1988), or the Commercial Computer Software-Restricted Rights at FAR 52.227-19 (June 1987), as applicable. Contractor/Manufacturer is Artisoft, Inc., 1 S. Church Ave., Suite 2200, Tucson, Arizona 85701. 7. TRADEMARK AND COPYRIGHT: ARTISOFT is a registered trademark of ARTISOFT. The enclosed Software and Documentation are protected by copyright laws and international treaty provisions and are the proprietary products of ARTISOFT and its third party suppliers from whom ARTISOFT has licensed portions of the Software. Such suppliers re expressly understood to be beneficiaries of the terms and provisions of this Agreement. All rights not expressly granted are reserved by ARTISOFT or its suppliers. 8. FORCE MAJEURE: ARTISOFT shall not be liable for any delay or failure to perform due to any cause beyond its control. Causes include, without limitation, strike, acts of God, acts of the purchaser, interruptions of transportation or inability to obtain necessary labor, materials or facilities. The delivery schedule shall be considered extended by a period of time equal to the time lost because of any excusable delay. In the event ARTISOFT is unable to wholly or partially perform because of any cause beyond its control, ARTISOFT may terminate this order without any liability to you. 9. MISCELLANEOUS: This License Agreement represents the complete and exclusive statement of the agreements concerning this license between the parties and superseded all prior agreements and representations between them. It may be amended only by a writing executed by both parties. the acceptance of any purchase order placed by you for the Software and/or Documentation is expressly made conditional on your assent to the terms and conditions set forth herein. ARTISOFT agrees to furnish the Software and Documentation only upon the terms and conditions set forth herein, and not on terms that may be contained in your purchase order. All headings are solely for convenience and shall not be considered in interpreting this License Agreement. If any provision of this Agreement is found to be unlawful, void or unenforceable, then that provision shall be severed from this Agreement and will not affect the validity and enforceability of any of the remaining provisions. The laws of the State of Arizona shall govern this Agreement except as required by U.S. Government Rules and Regulations to be governed by Federal law. If you have any questions concerning this Agreement, contact ARTISOFT at 1 South Church Avenue, Suite 2200, Tucson, Arizona 85701. Copyright 1998 Artisoft, INC. All rights reserved.