LICENSE AGREEMENT (Babylon Client) BY CLICKING ON THE "YES" BUTTON, YOU ARE CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, CLICK THE "NO" BUTTON. ============================================================ Subject to the terms and conditions of this Agreement, Babylon Ltd. ("Babylon") hereby grants you a non-exclusive, time limited, revocable license to use Babylon's client software in connection with viewing Babylon's proprietary "Babylon Glossaries" system (the "Client"), free of charge and on an "AS IS" basis, solely for your private, personal use. You agree not to reverse engineer, decompile, disassemble, alter, duplicate, distribute for profit, or make copies of the Client. By accepting the terms of this license agreement ("Agreement"), you agree that Babylon is permitted to limit, deny, create different priorities to different users, or cancel some or all of the functionality of the Client at any time without prior notice. While Babylon intends to distribute a commercial release of the Client, Babylon reserves the right not to do so; or, if so released, to alter prices, features, licensing terms, or other characteristics of such commercial release. This Client license does not entitle you to any hard-copy documentation, support or telephone assistance but includes your right to limited viewing access to the Babylon Glossaries system (the "BG System"). You understand that the BG System may also be accessible through other applications and may be published on Babylon's website at http://www.Babylon.com (the "Babylon Website"). Babylon makes no warranty or guarantee as to the availability or reliability of the Client to you or any other user. This access granted to you or any other user can be terminated, limited or denied at any time, temporarily or permanently, with no advance notice. Babylon also reserves the right to change, reduce or limit the functionality and features of the Client at any time, temporarily or permanently without any prior notice, for any or no reason as determined by Babylon, in its sole discretion. Babylon may elect to grant different grades of service at any time or introduce new features in this version of the Client or in future versions that may cause functionality change, limitation or termination of the functionality of features in earlier versions still in use, including, but not limiteed to, functionality changes in privacy features, at any time without prior notice at Babylon's sole discretion. Babylon may elect, in its sole discretion, to condition the continuation of access to viewing the BG System, on your accepting Client improvements, corrections, adaptations, or changes to the BG System. You agree to the effect that the above changes in the Client or the BG System may have on your ability to use the Client or the BG System, in whole or in part. In addition, Babylon may elect, in its sole discretion, to condition the continuation of access to the BG System on your accepting Client improvements, corrections, adaptations, conversions to more recent Client versions or any other changes to the Client, or to revised or new terms of use or service, including the terms of this Agreement, that are made available on or through the Babylon Website, at http://www.Babylon.com/legal/. This Agreement includes and incorporates Babylon's Privacy Statement, which appears at the end of this Agreement, as Exhibit A, as well as at http://www.Babylon.com/aboutus/privacy You will not use or rely on the Client, the Babylon Website, the BG System or any other program, information or service whatsoever related thereto for "mission critical" or "content sensitive" applications and use. For purposes of this Agreement "mission critical" applications and use shall mean applications and use that may result in damage; "content sensitive" applications and use shall mean any information or data you do not wish to be freely accessible and generally available to Internet users. By using the Client and the BG System, you agree to comply with any applicable legal obligations, including but not limited to, obligations imposed by copyright, secrecy, defamation, decency, privacy and export laws. Babylon is not responsible and/or liable for any information, including without limitation, the databases and user-posted website material, submitted to the Babylon Website. Babylon may erase, remove, delete, delay, jam or alter such information without prior notice, for functional or any other reason. Babylon does not want to receive any confidential, secret or proprietary information and material from you through the Babylon Website, mail and e-mail addresses, or in any other way. ANY INFORMATION OR MATERIAL SUBMITTED OR SENT TO BABYLON OR THE BABYLON WEBSITE WILL BE DEEMED NOT TO BE CONFIDENTIAL OR SECRET. By submitting or sending documentation, information or other material to Babylon, you: (i) warrant that you have no rights of any kind to the materials or the content thereof; that to the best of your knowledge, no other party has any rights to the materials or their content; (ii) grant Babylon an unrestricted, irrevocable license to use, reproduce, display, perform, modify, transmit and distribute such documentation, information or other materials; and (iii) further agree that Babylon is free to use any ideas, know-how, concepts or techniques you send to Babylon for any purpose. YOU EXPRESSLY AGREE THAT USE OF THE CLIENT AND THE BG SYSTEM IS AT YOUR SOLE RISK. THE CLIENT AND THE BG SYSTEM IS PROVIDED ON AN "AS IS, AS AVAILABLE" BASIS. BABYLON MAKES NO WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THOSE OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE CLIENT AND THE BG SYSTEM, INCLUDING BUT NOT LIMITED TO THE BABYLON SERVERS, ANY BABYLON SERVICE, OR ANY INFORMATION POSTED BY USERS ON THE BABYLON WEBSITE. BABYLON DOES NOT WARRANT, GUARANTEE OR MAKE ANY REPRESENTATION REGARDING THE USE OR THE RESULTS OF THE USE OF THE CLIENT, THE BG SYSTEM OR THE SERVICE IN TERMS OF THE ACCURACY, RELIABILITY, QUALITY, VALIDITY, STABILITY, COMPLETENESS, CURRENTNESS, OR OTHERWISE OF THEIR CONTENTS OR PRODUCTS. THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE OF THE BG SYSTEM, CLIENT AND SERVERS IS ASSUMED BY THE USER. Babylon does not warrant or guarantee that the functions or services performed by the Client will be uninterrupted or error-free or that defects in the Client or the BG System will be corrected. You hereby acknowledge that you are aware that by downloading the Client from the Babylon Website (or from any other website), you might be exposed to infection by viruses, worms, Trojan horses or anything else manifesting contaminating or destructive properties. It is your sole responsibility to isolate the Client and information, execute anti-contamination software and otherwise take steps to ensure that the Client or information, if contaminated or infected, will not damage your information or system. You acknowledge that you are aware of security and privacy limitations arising from usage of the Internet, including, but not restricted to, the limitation of authentication measures. The entire risk as to the quality and performance of the BG System and the accuracy, adequacy, completeness, correctness, validity and quality thereof or of any other information is with you. For convenience purposes, the Client may be provided to you on a free CD-ROM, or bundled with other products or services. You acknowledge that no payment was made by you for the CD-ROM, and if payments were made, they are made for third party products and services and not for the CD-ROM, the Client, or the BG System. IN NO EVENT WILL BABYLON BE LIABLE TO YOU OR ANY OTHER PARTY (i) FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR INFORMATION, AND THE LIKE), OR ANY OTHER DAMAGES ARISING IN ANY WAY OUT OF THE AVAILABILITY, USE, RELIANCE ON, OR INABILITY TO USE THE CLIENT, THE BABYLON SERVICES, THE BG SYSTEM, OR ANY OTHER INFORMATION PROVIDED BY BABYLON OR ITS USERS, EVEN IF BABYLON SHALL HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE; OR (ii) FOR ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS, OR OTHER INACCURACIES IN, OR DESTRUCTIVE PROPERTIES OF ANY INFORMATION. IN NO EVENT WILL BABYLON'S LIABILITY WITH RESPECT TO THIS AGREEMENT EXCEED THE AMOUNT YOU PAID (IF YOU PAID) TO BABYLON FOR THE CLIENT. Please note that by using the Client, you acknowledge that you are also bound by and subject to the provisions of the Babylon Terms of Use, which is available on or through http://www.babylon.com/legal/. In case of contradiction between any provision of this Agreement and any provision of Babylon's Terms of Use, the provisions of this Agreement shall prevail, unless: the provisions of the Babylon Terms of Use reflect a narrower responsibility on behalf of Babylon; or (ii) the Babylon Terms of Use are marked with a more recent date than that on the Agreement that accompanies your version of the Client, in either which case the appropriate provision in the Babylon Terms of Use shall prevail. You agree that this agreement is not intended to confer, and does not confer, any rights or remedies upon any person other than the parties to this agreement. You also understand and agree that the Babylon Terms of Use, including Babylon's enforcement of those policies, are not intended to confer, and do not confer, any rights or remedies upon any person other than Babylon. If any part of this agreement is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect. Babylon may transfer, assign sublicense or pledge in any manner whatsoever, any of its rights and obligations under this Agreement to a subsidiary, affiliate, successor thereof, or to any third party whatsoever, without notifying you or receiving your consent. You shall not transfer, assign, sublicense or pledge in any manner whatsoever, any of your rights or obligations under this agreement. Babylon may change, from time to time, the Babylon Terms of Use with or without a release of a new version of the Babylon Client. You agree that your continuing to use the Client and/or the BG System, for a period of thirty (30) days or more after such notice has been provided on the BG System or Babylon Website for the first time, shall constitute your consent to the new or revised set of the Babylon Terms of Use. The laws of the State of Israel, excluding its conflicts of law rules, shall govern this Agreement. Please note that your use of the Client as well as the BG System may be subject to other local, state, national, and international laws. You expressly agree that exclusive jurisdiction for any claim or dispute with Babylon or relating in any way to your use of the Client and/or the BG System resides in the courts of Tel Aviv, Israel and you further agree and expressly consent to the exercise of personal jurisdiction in the applicable courts of Tel Aviv, Israel in connection with any such dispute, including but not limited to any claim involving Babylon or its affiliates, subsidiaries, employees, contractors, officers, directors, telecommunication providers, users and content providers. The above assurance and commitment shall survive termination of this agreement. Copyright ©1997-2000 Babylon Ltd. All Rights Reserved EXHIBIT A ========= Privacy Statement of Babylon.com ================================ Babylon Ltd. is committed to preserving the privacy of our users. This Privacy Statement explains which information we collect and how we use it. The Babylon.com website ("Babylon Website") entitles our users to use Babylon software, both on line and after downloading it, as well as to participate in our message board service. To improve our site, we use cookies to save our users' usernames and passwords so our users don't have to re-enter them each time they visit the Babylon forums. We also offer our users the option of receiving Help Desk support and our newsletter. As part of the registration process after downloading Babylon software or when participating in our message board service, Babylon requests the following information: the user's age, gender, country, zip code, e-mail address and general interests. The purpose of gathering this information is to help Babylon provide better service to our users and aggregate information to third parties interested in usage patterns of different demographic groups. Babylon may share information about users with advertisers, business partners, sponsors and other third parties; however, we do so only in the aggregate. All users should exercise caution when deciding to disclose any personal information on message boards, which are freely available to the public. Babylon uses this information to contact our users with information related to Babylon software and services, to personalize the services, to help us understand the use of the services, and to describe the Babylon customer base generally to prospective users, the media and advertisers. When our customers use Babylon software and services, we collect and categorize aggregated data, which remains anonymous. Our users can at any time add, remove or revise e-mail addresses and any other information previously provided to Babylon, as well as opt-out of receiving our newsletter by sending email to "unsubscribe-newsletter@babylon.com", by visiting Babylon.com and modifying the user's profile, or revising the registration form provided with the downloaded software. The Babylon Website contains links to other sites from which the software can be downloaded. Babylon does not share any information provided by our users with these sites. However, Babylon.com is not responsible for the privacy practices or the content of such Websites. We also ask users, at their option, to fill out an online survey to assist us in evaluating the demand for new versions of Babylon software. This survey asks visitors for contact information (i.e., name and email address), to facilitate notifying interested customers of new products and services offered by Babylon. We also have security measures (such as firewall protection on our servers and PC's) in place to protect the loss, misuse and alteration of the information under our control. Users should also be aware of the following: (i) The details users elect to post during the registration procedure or thereafter become the property of Babylon upon receipt by Babylon; (ii) Settings, technical and other information from your computer, such as your operating system, Babylon version, browser version, connectivity, various communication parameters and other information related to the operation and interaction of Babylon software ("Parameters") may be collected by Babylon, subject to the provisions set forth herein. Parameters are collected in order to provide you with Babylon software and services provided through the Babylon Website, subject to the provisions hereof; (iii) Babylon gathers information and usage patterns relating to our users' use of the Babylon software ("Usage Patterns") to better understand how such users, as a group, use the software and the various features thereof, as well as to help Babylon tailor offerings to our users as individuals, and to conduct market research; and (iv) Various data, including but not limited to, the Parameters and the Usage Patterns may be used in the aggregate for commercial purposes, including without limitation, for advertising, targeted advertising, marketing, co-registration to other services, promotional or any other activity, all subject to the provisions herein. Questions about this privacy statement should be directed to privacy@Babylon.com for clarification. APPENDIX - Cydoor Technologies Ltd. =================================== Since you're about to intall a Cydoor enabled application, you must read and accept the following - Cydoor Technologies Ltd. Software End User License Agreement By clicking on the "Yes" button, you are consenting to be bound by and are becoming a party to this agreement. If you do not agree to all of the terms of this agreement, click the "No" button. 1. Definitions: (a) "Cydoor Software" means the software program covered by this Agreement, and all related updates supplied by Cydoor Technologies. (b) "Cydoor Product" means the Cydoor Software and any related documentation, models and multimedia content (such as animation, sound and graphics), and all related updates supplied by Cydoor Technologies Ltd (follows: "Cydoor"). Upon acceptance of this agreement, Cydoor Technologies grants to you a non-exclusive license to use the Software, provided that you agree to the following: 2. License Grant: You may install the Software on a hard disk or other storage device; install and use the Software on a file server for use on a network for the purposes of (i) permanent installation onto hard disks or other storage devices or (ii) use of the Software over such network; and make backup copies of the Software. You may make and distribute unlimited copies of the Software, excluding copies for commercial distribution, as long as each copy that you make and/or distribute is subject to this Agreement, and the same copyright and other proprietary notices pertaining to this Software that appear in the Software. If you download the Software from the Internet or similar on-line source, you must include the Cydoor copyright notice for the Software with any on-line distribution and on any media you distribute that includes the Software. This License does not entitle you hard-copy documentation, support or telephone assistance. Cydoor reserves the right at any time not to release a commercial release of the Software or, if released, to alter prices, features, licensing terms, or other characteristics of the commercial release. 3. Restrictions: You may not permit other individuals to use the Software except under the terms listed above. You may not copy the Software other than as specified above. You agree not to modify, adapt, translate, reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Software (except and solely to the extent an applicable statute expressly and specifically prohibits such restrictions). You may not modify, rent, lease, resell for profit, distribute or create derivative works based upon the Cydoor Product or any part thereof. You may not grant a security interest in, or otherwise transfer rights to the Software. You may not remove any proprietary notices or labels on the Software. 4. Disclaimer of Warranty: The software is provided on an "as is" basis, without warranty of any kind from Cydoor, express or implied, including without limitation warranty of merchantability, free of defects, fitness for a particular purpose and non-infringement of third party rights. The entire risk as to the quality and performance of the software is borne by you. Should the software prove defective in any respect, you and not Cydoor or its suppliers assume the entire cost of any service and repair. This disclaimer of warranty constitutes an essential part of the agreement. No use of the software is authorized hereunder except under this disclaimer. In no event will Cydoor be liable to you for consequential, incidental, special or exemplary damages arising out of a breach of this agreement or warranty or your use of the software, including but not limited to lost profits or loss of business, even if Cydoor has been apprised of the likelihood of such damages occurring. Cydoor shall have no obligation to you with respect to any claim of infringement based upon your use of the software in combination, operation or otherwise with the data or materials not supplied by Cydoor. 5. Downloading Additional Software: In the event that your computer lacks software necessary for the Software to operate, a message will automatically be sent by the Software to Cydoor that additional software is needed. Cydoor will then send you the additional software required for operation of the Software. By accepting this Agreement, you agree that the Software and any additional software needed will be downloaded into your computer. 6. Termination: This Agreement and the license granted hereunder will terminate automatically if you fail to comply with the limitations described herein. Upon termination, you must destroy all copies of the Software and Documentation. 7. Privacy Act: This Agreement is subject to the Israeli Privacy Act of 1981. Cydoor shall neither attain nor use any of your identifying characteristics. In addition, Cydoor will not obtain any personal information that could identify you including your name, picture or voice in order to match said personal characteristics to the information in the registration form. Nevertheless, by accepting this software, you hereby authorize Cydoor to use the information in your registration form when selecting advertisements for you. Cydoor will use the information in the registration form provided by you solely for the purpose of selecting which commercials may, in Cydoor opinion, interest you most. By downloading the Cydoor Product, you are confirming your acceptance of the Software and agreeing to be bound by the terms of this Agreement. 8. General: This Agreement shall be governed by the laws of the State of Israel. This Agreement contains the complete agreement between the parties with respect to the license granted hereunder and supercedes all prior or contemporaneous agreements or understandings, whether oral or written. This Agreement may be amended only by a writing signed by an authorized officer of Cydoor. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. You agree that the Software will not be shipped, transferred or exported into any country or used in any manner, directly or indirectly, prohibited by the United States Export Administration Act or any other export laws, restrictions or regulations. If any provision of this Agreement is held to be void and unenforceable, it will not affect the validity of the balance of the Agreement. Such provision shall be reformed only to the extent necessary to make it enforceable. This Agreement shall be governed by Israeli law, excluding conflict of law provisions (except to the extent applicable law, if any, provides otherwise). Manufacturer: Cydoor Technologies, 22 Maskit St Hertzelia, Israel. http://www.cydoor.com Your acceptance of the foregoing agreement was indicated during installation.