CDEveryWhere Copyright (C) 1999 Interactive Information R&D, LLC All Rights Reserved *** LICENSE AGREEMENT *** This license ("License") contains rights and restrictions associated with use of the accompanying software. Read the License carefully before utilizing the software. Unless you have a different license agreement signed by Interactive Information R&D, LLC ("I2RD") your use of this software indicates your acceptance of this license agreement and warranty. 1. Evaluation License Grant. This section applies to unlicensed copies of the software. I2RD grants to you ("Licensee") a nonexclusive, nontransferable, evaluation license to use this software subject to the terms below. This is not free software. Subject to the terms below, you are hereby licensed to use this software for evaluation purposes without charge for a period of 60 days. If you use this software after the 60 day evaluation period a license fee is required. License fees can be paid according to instructions at http://www.cdeverywhere.com. Unlicensed use of CDEveryWhere after the 60-day evaluation period is in violation of U.S. and international copyright laws. 2. Limited License Grant. This section applies to licensed copies of the software. I2RD grants to you ("Licensee") a nonexclusive, nontransferable, license to use this software subject to the terms below. 3. Restrictions. One unlicensed copy of CDEveryWhere may be used by a single person who uses the software personally on one or more computers. Licensee agrees that it shall use the software solely for Licensee's internal evaluation purposes and not for computer operations of any critical nature. One personal licensed copy of CDEveryWhere may be used by a single person who uses the software personally on one computer. Licensee agrees that it shall use the software solely for Licensee's personal use, and not for business or work related purposes. One standard or professional licensed copy of CDEveryWhere may be used on a single workstation used nonsimultaneously by one or more people. You may access the standard or professional licensed version of CDEveryWhere through a network, provided that you have obtained individual licenses for the software covering all workstations that will access the software through the network. For instance, if 8 different workstations will access CDEveryWhere on the network, each workstation must have its own CDEveryWhere standard or professional license, regardless of whether they use CDEveryWhere at different times or concurrently. 3. Copyright and Title. The Software is copyrighted and title to all copies is retained by I2RD. Licensee shall not make copies of Software, other than a single copy of software in machine-readable format for back-up or archival purposes and, if applicable, Licensee may print one copy of on-line documentation, in which event all proprietary rights notices on Software and on-line documentation shall be reproduced and applied to all copies. Unless enforcement of this provision is prohibited by applicable law, Licensee shall not modify, decompile, disassemble, decrypt, extract, or otherwise reverse engineer Software. Software may not be transferred, leased, assigned, or sublicensed, in whole or in part. No right, title or interest in and to any trademarks or trade names of I2RD or I2RD's licensors is granted hereunder. 4. Distribution of Created Compact Disc (CD) Images If you are evaluating an unlicensed copy of the software, you may not distribute CD image files or compact discs created from said CD image files for any purpose other than evaluation of the software. If you purchased a personal license you may not distribute CD image files or compact discs created from said CD image files for purposes other than personal use. You are strictly forbidden to distribute CD image files or compact discs created from said CD image files for business or work-related purposes, or for public distribution. If you purchased a standard or professional license you may distribute CD image files and compact discs created from said CD image files without limitation. 5. Governing Law This Agreement is made under, shall be governed by and construed in accordance with the laws of the State of Nebraska, U.S.A., excluding its choice of law provisions. 6. Disclaimer of Warranty THIS SOFTWARE AND THE ACCOMPANYING FILES ARE SOLD "AS IS" AND WITHOUT WARRANTIES AS TO PERFORMANCE OR MERCHANTABILITY OR ANY OTHER WARRANTIES WHETHER EXPRESSED OR IMPLIED. Because of the various hardware and software environments into which the software may be used, NO WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE IS OFFERED. 7. Limitation of Liability. IN NO EVENT WILL I2RD BE LIABLE FOR ANY LOST REVENUE, PROFIT OR DATA, OR FOR DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES HOWEVER CAUSED AND REGARDLESS OF THEORY OF LIABILITY ARISING OUT OF THE USE OF OR INABILITY TO USE SOFTWARE, EVEN IF I2RD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 8. Termination. Licensee may terminate this License at any time by destroying all copies of the software including any documentation. This License will terminate immediately without notice from I2RD if Licensee fails to comply with any provision of this License. Upon termination, Licensee must destroy all copies of Software. 9. Export Regulations. Software, including technical data, is subject to U.S. export control laws, including the U.S. Export Administration Act and its associated regulations, and may be subject to export or import regulations in other countries. Licensee agrees to comply strictly with all such regulations and acknowledges that it has the responsibility to obtain licenses to export, re-export, or import Software. 10. Severability. If any of the above provisions are held to be in violation of applicable law, void, or unenforceable in any jurisdiction, then such provisions are herewith waived to the extent necessary for the License to be otherwise enforceable in such jurisdiction, However, if in I2RD's opinion deletion of any provisions of the License by operation of this paragraph unreasonably compromises the rights or liabilities of I2RD or its licensors, I2RD reserves the right to terminate the License and refund the fee paid by Licensee as Licensee's sole and exclusive remedy. 11. Integration. This Agreement is the entire agreement between Licensee and I2RD relating to the software and: (i) supersedes all prior or contemporaneous oral or written communications, proposals and representations with respect to its subject matter; and (ii) prevails over any conflicting or additional terms of any quote, order, acknowledgment, or similar communication between the parties during the term of this Agreement. No modification to the Agreement will be binding, unless in writing and signed by a duly authorized representative of each party.