Lotus eSuite Developer Pack Preview Program
Software Agreement


IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MAY NOT DOWNLOAD OR USE THIS SOFTWARE.

This Agreement is between Lotus Development Corporation, with offices at 55 Cambridge Parkway, Cambridge, Massachusetts 02142 ("Lotus"), and you, the person or entity downloading and/or using the Software referenced in paragraph one below. This Agreement sets forth terms and conditions applicable to your use of this Software. The term "Software" shall include all future trial versions of the Software and all information concerning such future trial versions.

1. Use of Software. Lotus grants you the right to download and use the preview version of the Lotus eSuite Developer Pack, and related documentation (the "Software") solely for the purpose of evaluating the Software, subject to the terms and conditions of this Agreement. This Agreement gives you the right to download the Software and to use it for a period of ninety (90) days (the "Trial Period"). By downloading the Software, you agree to be bound by the terms and conditions of this Agreement.

2. Obligations. You agree with Lotus that the Software and related information is owned by Lotus and that, unless otherwise specifically agreed by Lotus in writing, you:

(a) shall not distribute, transfer, loan or otherwise provide the Software to any third party, and shall not copy, reverse compile, reverse engineer or disassemble the Software;

(b) shall, at the expiration of the Trial Period (or earlier if so requested by Lotus), promptly de-install and discontinue use of the Software, and destroy all copies, including all compressed files or other files (including documentation) made available to you by Lotus under this Agreement (and any copies thereof);

(c) shall comply with all U.S. and foreign export regulations applicable to the Software; and

(d) shall display, and shall not alter or remove, Lotus' copyright and other proprietary notices.

3. Evaluations. You may provide Lotus with evaluations of the Software. Lotus shall have an unrestricted royalty-free right to use information contained in such evaluations for purposes of correcting and/or enhancing the Software. Lotus will not provide any support or bug-fixes for the Software.

4. Warranty and Liability. Due to the pre-release nature of the Software, Lotus makes no warranties whatsoever as to the operational performance of the Software. LOTUS DISCLAIMS ALL WARRANTIES WITH REGARD TO THE SOFTWARE, INCLUDING WITHOUT LIMITATION ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. LOTUS SHALL HAVE NO LIABILITY FOR DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR TORT DAMAGES ARISING OUT OF USE OR PERFORMANCE OF THE SOFTWARE, EVEN IF LOTUS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Some states or provinces do not allow the exclusion or limitation of implied warranties or limitation of liability for incidental or consequential damages, so the above exclusion or limitation may not apply to you. Because software is inherently complex and may not be completely free of errors, you are advised to verify and back up your work. Additionally, Lotus does not guarantee compatibility between the Software and any future versions of the Software.

5. Term. You may use the Software for the Trial Period, provided that Lotus may terminate this Agreement at any time with or without cause. Upon termination or expiration of this Agreement, you shall destroy all full or partial copies of the Software and all other materials made available hereunder by Lotus.

6. No Obligation. Lotus is under no obligation to develop the Software or market the Software. Your participation in this evaluation program shall be at no charge, and your participation shall not obligate you to purchase additional software from Lotus.

7. U.S. Government Restricted Rights. The Software and accompanying 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 FAR 52.227-14 (June 1987) Alternate III(g)(3) (June 1987), FAR 52.227-19 (June 1987), or DFARS 52.227-7013 (c)(1)(ii) (June 1988), as applicable. Contractor/Manufacturer is Lotus Development Corporation., 55 Cambridge Pkwy., Cambridge, MA 02142. In the event the Government seeks to obtain the Software pursuant to standard commercial practice, this software agreement, instead of the noted regulatory clauses, shall control the terms fo the Government's license.

8. Miscellaneous. You may not assign any rights or delegate any duties or obligations under this Agreement without Lotus' prior written consent. You acknowledge that a violation of this Agreement may cause irreparable harm to Lotus, and you agree that, in addition to any other remedies provided by law, Lotus shall be entitled to seek injunctive relief against any such violation without having to post a bond. This Agreement supersedes all other prior agreements, oral or written, and all other communications between us relating to its subject matter, and the terms of Sections 3 through 8 shall survive the expiration or termination hereof. This Agreement shall be governed by and construed in accordance with the laws of The Commonwealth of Massachusetts, excluding its conflicts of laws rules.