IMPORTANT - READ CAREFULLY BEFORE INSTALLING SOFTWARE

(THIS IS A LICENSE AND NOT A SALE)

YOU (“LICENSEE”) SHOULD CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS BEFORE USING THIS COMPUTER PROGRAM(S) AND DOCUMENTATION. NEXAWEB TECHNOLOGIES, INC. (INCLUDING ITS SUBSIDIARIES) (“NEXAWEB”) IS ONLY WILLING TO PROVIDE THIS COMPUTER PROGRAM(S), ANY RELATED DOCUMENTATION AND SERVICES HEREUNDER TO LICENSEE UPON THESE TERMS AND CONDITIONS. BY CLICKING ON THE "ACCEPT" BUTTON, YOU ARE CONSENTING TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT AND ACKNOWLEDGING YOUR AUTHORITY TO DO SO ON BEHALF OF YOUR COMPANY AND/OR LICENSEE (IF APPLICABLE). IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, CLICK THE "DO NOT ACCEPT" BUTTON AND THE INSTALLATION PROCESS WILL NOT CONTINUE. UNLESS OTHERWISE AGREED TO BY THE PARTIES, THE TERMS AND CONDITIONS OF THIS AGREEMENT SHALL GOVERN ANY AND ALL USE BY LICENSEE OF THE SOFTWARE AND/OR THE SERVICES, SET FORTH HEREIN, INCLUDING WITHOUT LIMITATION PRIOR TO AND/OR AFTER THE EFFECTIVE DATE OF THIS AGREEMENT.

Licensee is hereby granted the temporary, non-exclusive right to internally use the software programs specified in this installation ("Program(s)") for evaluation purposes on a single workstation or in a local area network including not more than four workstations and one server. Licensee may use the Program(s) only for evaluation and testing and not for general production use. Licensee must enter into an NEXAWEB End User License Agreement to obtain the right to use the Program(s) in general production. Without limiting the generality of the foregoing, the licenses granted herein do not include the right to use or reproduce the Program(s) for any purpose other than as specified in this Agreement or to modify, enhance, translate or create works derivative of the Program(s) or to permit any other third-party to have access to the Program(s) by means of license, sublicense, lease, rent, timesharing, remote computing services, hosting, application service provision, networking, batch processing or any other means. Licensee may copy the Program(s) for backup purposes only. Copyright and other restricted rights notices must be reproduced on all such copies. The rights granted herein are personal, nontransferable and nonassignable.

Should Licensee elect not to obtain a Program(s) use license at the end of the Trial Period specified herein, Licensee will discontinue all use of the Program(s), return all media to NEXAWEB, and provide NEXAWEB with certification that all copies of the Program(s), whether partial or complete, have been returned to NEXAWEB and/or deleted from the storage media.

If any sales, use, property, value added, or other taxes based on the rights granted in this Agreement or on Licensee's use of the Program(s) are required, they shall be billed to and paid by Licensee (excluding taxes based solely on NEXAWEB's income).

IV.   Exclusion of Warranty; Limitations of Liability

The Program(s) are provided to Licensee for evaluation purposes only. NEXAWEB IS DELIVERING THE PROGRAM(S) TO LICENSEE "AS IS," AND NEXAWEB DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND WARRANTY OF NON-INFRINGEMENT. Payment of any fees under this Agreement, if any, is not dependent on Licensee's acceptance of the product or on the results of tests conducted by Licensee. NEXAWEB SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, COVER, PUNITIVE, EXEMPLARY, RELIANCE, OR CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT LIMITED TO LOSS OF ANTICIPATED PROFIT), ARISING FROM ANY CAUSE UNDER OR RELATED TO THIS AGREEMENT. In no event shall NEXAWEB's liability for any damages hereunder exceed the amounts received by NEXAWEB as a result of this transaction.

V.    Protection of Program(s); Confidential Information

By virtue of this Agreement, the parties may have access to information that is confidential to one another ("Confidential Information"). Confidential Information shall be limited to the Program(s) and all information clearly marked as confidential.

A party's Confidential Information shall not include information which: (a) is or becomes a part of the public domain through no act or omission of the other party; or (b) was in the other party's lawful possession prior to the disclosure and had not been obtained by the other party either directly or indirectly from the disclosing party; or (c) is lawfully disclosed to the other party by a third party without restriction on disclosure; or (d) is independently developed by the other party. Results of benchmark tests run by Licensee may not be disclosed unless NEXAWEB Consents to such disclosure in writing.

The parties agree, both during the term of this Agreement and for a period of five (5) years after termination of this Agreement and of all licenses granted hereunder, to hold each other's Confidential Information in confidence. The parties agree not to make each other's Confidential Information available in any form to any third party or to use each other's Confidential Information for any purpose other than the implementation of this Agreement. Each party agrees to take all reasonable steps to ensure that Confidential Information is not disclosed or distributed by its employees or agents in violation of the provisions of this Agreement.

Licensee shall limit access to the Program(s) to its employees and agents whose responsibilities require such access, and Licensee shall adopt reasonable measures to assure that its employees and agents will make no disclosure of the Program(s) to other persons or legal entities. Licensee agrees to treat the Program(s) as a valuable asset of NEXAWEB and agrees that the Program code shall not be used for any purpose other than to assist in the normal use of the Program(s) as defined in the documentation. In particular, but without limitation, Licensee agrees it will not decompile, disassemble, or attempt in any way to reverse engineer the Program(s) or to develop a competing product based on the Program(s).

VI.   Entire Agreement

This Agreement constitutes the complete agreement between the parties and supersedes all previous agreements or representations, written or oral, with respect to the Program(s) and services specified herein. This Agreement may not be modified or amended except in a writing signed by a duly authorized representative of each party. It is expressly agreed that any terms and conditions of Licensee's purchase order shall be superseded by the terms and conditions of this Agreement. This Agreement shall also supersede the terms of any unsigned license agreement included in a package for NEXAWEB-furnished software. Wherever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity without invalidating the remainder of such provision or the remaining provisions of this Agreement. The waiver by either party of any default or breach of this Agreement shall not constitute a waiver of any other or subsequent default or breach. This Agreement shall be governed by the laws of the Commonwealth of Massachusetts, without reference to its choice of law provisions, and shall be deemed to be executed under seal in Waltham, Massachusetts.

Should you have any questions concerning this Agreement, please write: Nexaweb Technologies, Inc., One Van de Graaff Drive, Burlington, MA 01803, USA - Attn: Legal