Dundas Mailer Control license agreement. TERMS AND CONDITIONS of an AGREEMENT by and between DUNDAS SOFTWARE LTD., an Ontario corporation with its head office at 500 - 250 Ferrand Drive, Toronto, Ontario, Canada (hereinafter referred to as "DUNDAS") and you (either an individual or an entity), the licensee of DUNDAS's proprietary software "Dundas Mailer Control, Version 1.0" ("the Software"). Your act of opening the sealed disk package or of loading any of the executable files, DLL's or data files contained herewith into memory or virtual memory of any computer shall constitute your acceptance of its terms and conditions and your agreement to be bound thereby. IF YOU DO NOT AGREE TO THE TERMS OF THE SOFTWARE LICENSE AND LIMITED WARRANTY CONTAINED HEREIN, PROMPTLY RETURN THE DISK ON WHICH THIS SOFTWARE IS STORED, THE PACKAGING AND DOCUMENTATION FOR THE SOFTWARE, TOGETHER WITH PROOF OF PURCHASE TO THE PLACE WHERE YOU OBTAINED THE SOFTWARE FOR A FULL REFUND. 1. UTILITY OF THE SOFTWARE: The software is intended for use by software developers, web application developers and web content creators as a tool for the creation and transmission of Internet email within the Microsoft Windows Internet Information Server environment. It is not warranted to serve as a complete software application, or as a complete solution to any specific need, and therefore may not be suitable for your needs. 2. GRANT OF RIGHTS: In consideration of your consent to abide by the terms of this Agreement, DUNDAS grants you the right to use the Software for the purpose of integrating the Software with web applications and web content you produce ("the Work"), provided that: (i) such distribution is in conjunction with and as a component of the Work, and that the Software is not the sole or primary component of the Work, (ii) you give proper acknowledgement of the copyright of Dundas; (iii) that the Work does not compete with or is intended to compete with, directly or indirectly, the Software, (iv) you do not use the Software to create a service or utility which exposes the functionality of the Software to other users in such a way as to compete, directly or indirectly, with the Software (v) you do not use the DUNDAS name, logo or trademarks in marketing your application; and (vi) you agree to indemnify, defend and hold DUNDAS harmless from and against any claims or lawsuits, including reasonable attorney's fees, that arise or result from the use or distribution of such web applications or web content, (vii) you have registered this software with DUNDAS. The following constitutes proper acknowledgement of copyright, "This software or web site utilizes or contains material that is (c) 1994-2000 DUNDAS SOFTWARE LTD., all rights reserved.". The Software is designed to be used and is licensed for use by one user as a personal software development application. If there will be more than one user of the Software, you must purchase a license for each such user. 3. LIMITS ON EXECUTION AND STORAGE OF THE SOFTWARE: You may install and store the Software on a single hard disk or other storage device. Once the Software has been installed on any one computer, the Software may not at any time thereafter be installed, either on the same or another computer, by or for the use of another user. 4. OWNERSHIP OF SOFTWARE: As the "Licensee", you own the magnetic or other physical media on which the Software is originally or subsequently recorded or fixed, but an express condition of this Agreement is that DUNDAS retain title and ownership of the Software recorded on the original disk copy and all subsequent copies of the Software, regardless of the form or media in or on which the original and other copies exist. The license is not a sale of the original Software or any copy. 5. COPYRIGHT: The Software and accompanying written materials are copyrighted. You will not copy all or a substantial part of the Software or the related documentation in computer readable or human readable form, except to the extent necessary to install the program in a single hard disk or other storage device, and except as expressly provided herein. The original disk provided by DUNDAS shall be your backup copy of the Software itself. You may make such other backup copy or copies as may be part of your usual daily backup procedure. You may not copy the written materials accompanying the Software in support of your authorized use of the Software. 6. TRADE SECRETS AND CONFIDENTIALITY: You agree with DUNDAS SOFTWARE LTD. that: a) The Software contains information or material which is proprietary to DUNDAS ("Confidential Information"), which is not generally known other than by DUNDAS, and which you may obtain knowledge of through, or as a result of the relationship established hereunder with DUNDAS. Without limiting the generality of the foregoing, Confidential Information includes, but is not limited to, the following types of information, and other information of a similar nature (whether or not reduced to writing or still in development): designs, concepts, ideas, inventions, specifications, techniques, discoveries, models, data, source code, object code, documentation, diagrams, flow charts, research, development, methodology, processes, procedures, know-how, new product or new technology information, strategies and development plans (including prospective trade names or trademarks). b) Such Confidential Information has been developed and obtained by DUNDAS by the investment of significant time, effort and expense, and provides DUNDAS with a significant competitive advantage in its business. c) You agree that you shall not make use of the Confidential Information for your own benefit or for the benefit of any person or entity other than DUNDAS, except for the expressed purposes described in the paragraph hereof entitled "Utility of the Software", in accordance with the provisions of this Agreement, and not for any other purpose. d) You agree to hold in confidence, and not to disclose or reveal to any person or entity, the Software, other related documentation or any other Confidential Information concerning the Software other than to such persons as DUNDAS shall have specifically agreed in writing to permit you to so disclose, except where such disclosure is necessary for you to utilize the Software for the furtherance of the expressed purposes described in the paragraph hereof entitled "Utility of the Software", in accordance with the provisions of this Agreement, and not for any other purpose. e) You acknowledge the purpose of this paragraph entitled "Trade Secrets and Confidentiality" is to protect DUNDAS's ability to limit the use of the data and the Software generally to licensees, and to prevent use of Confidential Information concerning the Software by other developers or vendors of software. 7. OTHER RESTRICTIONS: You may not lease or rent the Software. You may not modify, adapt, translate, reverse engineer, decompile, disassemble, or create derivative works based on the Software, except as expressly provided herein. You may not modify, adapt, translate or create derivative works based on the written materials without the prior written consent of DUNDAS, except as expressly provided herein. This license may not be transferred or assigned to anyone without the prior written consent of DUNDAS. Any authorized transferee of the Software shall be bound by the terms and conditions of this Agreement. 8. UPDATE AND SUPPORT POLICY: DUNDAS may create, from time to time, updated versions of the Software. At its option, DUNDAS will make such updates available to licensed users, if that user has paid the update fee prescribed by DUNDAS therefor from time to time, and has been registered as a licensed user either by return to DUNDAS of the Registration Card provided herewith, or by delivery of registration particulars at the time of purchase of the Software direct from DUNDAS. 9. TERMINATION: This Agreement is effective until terminated. The License will terminate automatically without notice from DUNDAS if you fail to comply with any provision of this Agreement. Upon termination, you shall destroy or return the written materials and all copies of the Software. 10. LIMITED WARRANTY: THE SOFTWARE AND ACCOMPANYING WRITTEN MATERIALS (INCLUDING INSTRUCTIONS FOR USE) ARE PROVIDED "AS IS". IF FOR ANY REASON YOU ARE DISSATISFIED WITH THE SOFTWARE, YOU MAY RETURN THIS SOFTWARE FOR A FULL REFUND LESS A 20% RESTOCKING FEE AND LESS ALL SHIPPING COSTS BY RETURNING THE DISK ON WHICH THIS SOFTWARE IS STORED, AND ALL PACKAGING AND DOCUMENTATION FOR THE SOFTWARE, TOGETHER WITH PROOF OF PURCHASE, TO THE PLACE WHERE YOU OBTAINED THE SOFTWARE WITHIN THIRTY (30) DAYS AFTER THE DATE OF PURCHASE THEREOF. If the disk on which the Software is recorded is defective, return the disk within ninety (90) days from the date of delivery as evidenced by a copy of your receipt for the Software, and the disk will be replaced free of charge. A disk is "defective" if the Software cannot be loaded into memory or virtual memory on your computer in accordance with the grant of rights to you. If such failure of the disk has resulted from accident, abuse, misapplication, or any breach of this Agreement by you, DUNDAS shall have no responsibility to replace the disk, or otherwise. In the event of replacement of the disk, the replacement disk will be warranted for the remainder of the original warranty period or thirty (30) days, whichever is the longer. DUNDAS DOES NOT WARRANT, GUARANTEE OR MAKE ANY REPRESENTATIONS REGARDING THE USE, OR THE RESULTS OF USE, OF THE SOFTWARE OR WRITTEN MATERIALS IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, CURRENTNESS, OR OTHERWISE. THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE OF THE SOFTWARE IS ASSUMED BY YOU. DUNDAS does not warrant that the Software will meet your requirements, that operation of the Software will be uninterrupted or error-free, or that all Software errors will be corrected. DUNDAS is not responsible for problems caused by changes in the operating characteristics of computer hardware or computer operating systems which are made after the release of the Software nor for problems in the interaction of the Software with non-DUNDAS software. DUNDAS will have no responsibility to replace or refund the license fee for media damaged by accident, abuse or misapplication. THIS SOFTWARE IS INTENDED FOR COMMERCIAL, INSTITUTIONAL, AND INDUSTRIAL USERS. THE ABOVE WARRANTIES ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESSED OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY DUNDAS, TS EMPLOYEES, DISTRIBUTORS, DEALERS OR AGENTS SHALL INCREASE THE SCOPE OF THE ABOVE WARRANTIES OR CREATE ANY NEW WARRANTIES. NEITHER DUNDAS NOR ANYONE ELSE WHO HAS BEEN INVOLVED IN THE CREATION, PRODUCTION OR DELIVERY OF THE SOFTWARE SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS LOSSES, BUSINESS INTERRUPTION, LOSS OF DATA, AND THE LIKE) ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE, OR ANY OTHER CLAIM BY ANY PARTY EVEN IF DUNDAS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN THE EVENT DUNDAS IS LIABLE FOR ANY DAMAGES, DUNDAS'S LIABILITY FOR DAMAGES SHALL BE LIMITED TO THE AMOUNT PAID FOR THE SOFTWARE UNDER THE TERMS AND CONDITIONS OF THIS AGREEMENT. Some jurisdictions do not allow the exclusion of implied warranties, so the above exclusion may not apply to you. In that event, any implied warranties are limited in duration to ninety (90) days from the date of delivery of the software. This warranty gives you specific legal rights. You may have other rights which vary from state to state and province to province. 11. ACKNOWLEDGEMENT: You acknowledge having read and understood this Agreement, and agree to be bound by its terms and conditions. You agree that this Agreement is the complete and exclusive statement of agreement between the parties and supersede all proposals or prior agreements oral or written, and any other communications between the parties relating to the subject matter of this Agreement. 12. GENERAL: This Agreement enures to the benefit of the parties, and their respective heirs, successors, and permitted assigns. This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and of Canada applicable thereto. You consent to the jurisdiction of the courts of the Province of Ontario as the exclusive jurisdiction for determination of all disputes and claims arising between the parties to this 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 shall not affect the validity and enforceability of any of the remaining provisions. 13. U.S. GOVERNMENT RESTRICTED RIGHTS: If this product is acquired under the terms of a DoD contract: Use, duplication or disclosure by the Government is subject to restrictions set forth in subdivision (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013. If this product is acquired under the terms of a Civilian agency contract: Use, reproduction or disclosure is subject to subdivisions (a)-(d) of the Commercial Computer Software - Restricted Rights clause at 48 CFR 52.227-19. Unpublished-rights reserved by DUNDAS SOFTWARE LTD., 4800 Dundas Street West, Suite 500, Etobicoke, Ontario, Canada, M9A 1B1, the contractor/manufacturer, under the copyright laws of the United States of America. 14. EXPORT CONTROLS: If the Software is for use outside the United States of America, you agree to comply with all relevant regulations of the United States Department of Commerce and with the United States Export Administration Act to insure that the Software is not exported in violation of United States law. If the Software is for use outside of both Canada and the United States of America, you agree to comply with the Export and Import Permits Act to ensure that the Software is not exported in violation of Canadian law. You may contact DUNDAS by writing to: DUNDAS SOFTWARE LTD. 250 Ferrand Drive Suite 500 Toronto Ontario Canada M3C 3G8.