License Agreement

16 July 1997

IMPORTANT: READ THE FOLLOWING CAREFULLY BEFORE USING THE PRODUCT

THE COMPUTER SOFTWARE PRODUCT (THE "PRODUCT") (CONSISTING OF COMPUTER SOFTWARE (THE "SOFTWARE") AND ACCOMPANYING DATA, DOCUMENTATION AND OTHER MATERIALS) TO WHICH THIS LICENSE AGREEMENT (THIS "AGREEMENT") APPLIES IS THE PROPERTY OF NETFACTORY, INC. ("NETFACTORY"). YOUR RIGHT TO USE, COPY AND DISTRIBUTE THE PRODUCT IS GOVERNED IN ALL RESPECTS BY THIS AGREEMENT. THIS AGREEMENT IS A LEGAL CONTRACT BETWEEN YOU AND NETFACTORY GOVERNING YOUR USE OF THE PRODUCT. BY DOWNLOADING, INSTALLING OR USING THE PRODUCT, YOU (AND YOUR ORGANIZATION, IF APPLICABLE) AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT DOWNLOAD, INSTALL OR USE THE PRODUCT. IF YOU HAVE ANY QUESTIONS CONCERNING THIS AGREEMENT, CONTACT NETFACTORY AT INFO@NETCHARTS.COM OR CALL (301) 625-5600.

1. License Grant.
   1. NETFACTORY grants you a nonexclusive right to use the Software (in machine-readable, object-code form only) and the other components of the Product for your own internal use or for use by visitors to your World Wide Web pages.

   2. The Product is licensed under one of the following two plans:
      1. Evaluation License: This is a free-of-charge license to use the Product for purposes of evaluation and testing only. Section 2.A of this Agreement is inapplicable to this license. The Product is delivered "AS IS" and with no support, warranty, hard-copy documentation, or other obligation to you. The entire risk as to the quality and suitability of the Product is borne by you. If you determine that you wish to use the Product for purposes other than testing and evaluation, you must secure and pay for a Full License. Contact NETFACTORY for information on how to do this.

      2. Full License: This is a full developer's license to use the Product. Section 2.A of this Agreement is applicable to this license. This license will become effective only upon your payment in full of all license fees payable under NETFACTORY's order confirmation or invoice.

         NETFACTORY's order confirmation or invoice, if any, will specify which plan is applicable to you. In the absence of any such specification, the "Evaluation License" plan is applicable. The permitted maximum number of servers on which the Software may be stored and used is stated on NETFACTORY's invoice or order confirmation. If the maximum number of servers is not so indicated, this is a single-server license, in which event the Software may be stored and used on no more than one server. If this is a multiple-server license, the Software may be stored and used on up to the specified maximum number of servers. If this is a site or enterprise license, your usage parameters and restrictions are set forth in NETFACTORY's order confirmation or invoice. You may make only as many copies of the Product as necessary to effectuate the foregoing, provided, however, that NETFACTORY grants you permission to make one additional copy of the Software for archival purposes. You must contact NETFACTORY and pay additional license fees if you wish to increase the number of servers on which you wish to store and operate the Software, or change the type of license to a server, site or enterprise license.

   3. You acknowledge and agree that the Product is proprietary to NETFACTORY and is protected under U.S. and foreign copyright, trade secret and other laws. The Product is licensed, not sold, and all right, title, and interest in and to the Product remains with NETFACTORY. This Agreement does not convey to you an interest in or to the Product but only a limited right of use revocable in accordance with the terms of this Agreement.

   4. You may not incorporate all or part of the Product in any toolkit, development kit or other software product which duplicates all or part of the functionality of the Product. You may not decompile, disassemble, reverse engineer, translate, modify or create derivative works of the Product or any portion thereof. Except as specifically permitted in Section 1.B of this Agreement, you may not assign, sublicense, transfer, pledge, lease, rent, share or disclose the Product or any portion thereof to or with any third party.

   5. The license granted by this Agreement may be terminated immediately by NETFACTORY if you breach any of its terms. In the event of such a termination, you agree to stop all use of the Product and return to NETFACTORY or destroy all copies of the Product in your possession.

2. Limited Warranty; Limitation of Liability.
   1. NETFACTORY will replace, at no charge, defective media and product materials that are returned within 30 days of the original date of license. NETFACTORY warrants, for a period of 30 days from the original date of license, that the Software will perform in substantial compliance with the documentation accompanying the Software. If you report in writing, within 90 days of the original date of license, a significant defect in the Software to NETFACTORY, and NETFACTORY is unable to correct it or provide a reasonable workaround within 90 days of the date you report the defect, you may return the Product, and NETFACTORY will refund the license fee. You agree that the only remedy available to you will be a refund of the license fee of the Product.

   2. Use of the Software with hardware and/or other software other than that for which it was designed is not warranted or supported by NETFACTORY. NETFACTORY is not responsible for problems caused by changes in the operating characteristics of the computer hardware or other software which are made after the delivery of the Software. NETFACTORY does not warrant that the Product will meet your requirements or that the operation of the Software will be uninterrupted or error-free.

   3. EXCEPT FOR THE WARRANTIES SET FORTH ABOVE, THE PRODUCT IS LICENSED "AS IS," AND NETFACTORY DISCLAIMS ANY AND ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NETFACTORY's cumulative liability to you or any other party for any loss or damages resulting from any claims, demands, or actions arising out of or relating to this Agreement shall not exceed the license fee paid to NETFACTORY for the use of the Product. In no event shall NETFACTORY be liable for any indirect, incidental, consequential, special, or exemplary damages or lost profits, even if NETFACTORY has been advised of the possibility of such damages. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

3. General. The Product was developed at private expense, is not in the public domain, and is commercial computer software under U.S. Defense Department and other U.S. Government acquisition regulations. No rights other than those set forth herein are granted to the U.S. Government or any other government or agency thereof. If any provision of this Agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this Agreement and shall not affect the validity and enforceability of the remaining provisions of this Agreement. The failure of either party to enforce any rights granted hereunder or to take action against the other party in the event of any breach hereunder shall not be deemed a waiver by that party as to subsequent enforcement of rights or subsequent actions in the event of future breaches. This Agreement is governed by the substantive laws of the State of Maryland, without regard to its rules governing conflicts of laws.