LOTUS DOMINO/NOTES SOFTWARE AGREEMENT IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, DO NOT INSTALL THE SOFTWARE. 1. USE You may use the Lotus software products (individually and collectively, the "Software"), in the quantities purchased , provided you abide by the terms and conditions of this Agreement. In addition you may make one (1) archival copy of the Software. FOR TRIAL USE: You may evaluate the Software for a period of ninety (90) days (the "Trial Period"). If you wish to continue using the Software, you must purchase a copy of the Software during the Trial Period in order for your continued use of the Software to be legal. Multiple Trial Periods are prohibited. Software acquired for evaluation during a Trial Period is provided on an "AS IS" basis. Lotus makes no warranty, representation, promise or guarantee, either express or implied, statutory or otherwise, with respect to the Software, the user documentation or any related technical support, including their quality, performance, merchantability or fitness for a particular purpose. Some jurisdictions do not allow exclusions of an implied warranty, so this disclaimer may not apply to you and you may have other legal rights that vary by jurisdiction. Lotus Notes Clients (Lotus Notes Client, Lotus Notes Desktop Client, Lotus Notes Mail Client, Lotus NotesSuite and Lotus NotesSuite Desktop) You must acquire one copy of the Software for each unique Notes User ID that is issued. The Software may also be installed on a home and/or laptop computer, but only the authorized user may access the Software. You may create user IDs only for the specific Lotus Notes Client version (e.g. Desktop Client) purchased. You are not required to acquire additional copies of the Software when you create Lotus Notes IDs for scheduling applications such as Lotus Organizer. Please refer to the Installation Guide accompanying the Software for other information regarding the use of Lotus Notes Clients. Lotus Notes Designer for Domino You must acquire one copy of the Software for each application developer. In addition to using the Software to design, develop and test your software application products, you may also use the Software as your Lotus Notes client. The Software also gives you the right to use Lotus Bean Machine (according to the terms set forth below) and Lotus Notes Global Designer. Lotus Domino Servers and Domino Go Webserver You must acquire one copy of the Software for each "Server" on which the Software will be installed. A "Server" is defined as a central processing unit ("CPU"), or group of CPUs, that accesses its or their own individual non-cache Random Access Memory ("RAM"). You may not publish or provide results of benchmark or other performance tests run with any Domino Server product without Lotus' prior written consent. Please note that you must purchase the right to use Domino Advanced Services for each Server to access the "Clustering," "Billing," or "Partitioning" features of any Domino Server product. Lotus Domino Mail Server for Single Processor and Lotus Domino Server for Single Processor These products may only be used on a Server with one CPU. The Lotus Domino Mail Server for Single Processor entitles you to host only those predefined templates which are installed with the Domino Mail Server (including, but not limited to, chat, discussion, calendaring and scheduling, and messaging applications). The Lotus Domino Server for Single Processor entitles you to host all applications included with the Domino Server, as well as any custom or third-party applications which are available to you. Lotus Domino SMP (Symmetric Multi-Processor) Services If you wish to use a Domino Server product on a Server with multiple CPUs, you must purchase the Domino Server for Single Processor and Domino SMP Services. You must first acquire a copy of either Domino Server or Domino Mail Server in order to run Domino SMP Services. Lotus Domino Advanced Services You must acquire the right to use Domino Advanced Services for each Server on which you wish to run the Software. You must first acquire a copy of either Domino Server or Domino Mail Server in order to run Domino Advanced Services. Lotus Domino Mail Access You must first acquire a copy of either Domino Server or Domino Mail Server in order to use Domino Mail Access. You must pay an access fee for each user who accesses a unique mail file on your server. You are not required to pay an access fee for (i) users who access the mail file with a Lotus email client, or (ii) users who access non-mail databases or the replica of an already paid for mail file. FOR UPGRADES AND TRADE-UPS: If the Software is an upgrade or a trade-up, you are authorized to use the Software only if you are an authorized user of a qualifying product as determined by Lotus and provided you (i) either delete the qualifying product or install the new product on the same computer or network as the qualifying product and (ii) do not transfer the qualifying product to any other person. FOR USERS OF FOREIGN LANGUAGE VERSIONS: If you purchase an English-language version of the Software, you may use any English-language version of the Software, provided you purchase the appropriate media and provided more than one version is not installed at the same time. If you purchase a multi-lingual version of the Software, you may use any commercially-available language version of the Software, provided you purchase the appropriate media and provided more than one version is not installed at the same time. In Canada, if you purchase either the English-language version or the French-language version, you may use both versions, provided you purchase the appropriate media and provided more than one version is not in use at the same time. 2. RESTRICTIONS You may not alter, merge, modify or adapt the Software in any way including reverse engineering, disassembling or decompiling. You may not sell, distribute, loan, rent, lease, license or otherwise transfer the Software or any copy, except, you may permanently transfer the Software (including all prior versions) provided you transfer the Software Agreement, all media and documentation and you do not retain any copies of the Software. If the Software is demonstration and evaluation ("D&E") software, you may not transfer the Software for commercial purposes. 3. INTELLECTUAL PROPERTY RIGHTS All intellectual property rights in the Software and user documentation are owned by Lotus or its suppliers and are protected by United States and Canadian intellectual property laws (including patent, trademark and copyright laws), other applicable intellectual property laws, and international treaty provisions. Lotus retains all rights not expressly granted. 4. ADOBE TYPE MANAGER SOFTWARE If your Software contains Adobe Type Manager ("ATM") you may install and use ATM software on up to three (3) computers. Outline Fonts: You agree that you will use the Outline Fonts to reproduce and display typefaces solely for your own customary business or personal purposes on (i) one printer which either contains a PostScript language interpreter or is attached to a central processing unit which utilizes ATM or the Display PostScript System from Adobe and (ii) one or more workstations utilizing ATM. Except as described in this paragraph, the Lotus Software Agreement (including the Limited Warranty and U.S. Government Restricted Rights) will apply to the ATM Software. 5. LIMITED WARRANTY For ninety (90) days from your date of purchase, Lotus warrants that (i) the Software will substantially conform to the applicable user documentation and (ii) that the magnetic media on which the Software is distributed and the user documentation (if any) are free from defects in materials and workmanship. Lotus will, at its option, refund the amount you paid for the Software or provide you with corrected items at no charge provided that the defective item(s) is returned to Lotus within ninety (90) days from the date of purchase. Any misuse or unauthorized modification of the Software will void this limited warranty. Except as specifically provided herein, Lotus makes no warranty, representation, promise or guarantee, either express or implied, statutory or otherwise, with respect to the Software, the user documentation or any related technical support, including their quality, performance, merchantability or fitness for a particular purpose. The warranty and remedies set forth herein are exclusive and in lieu of all others, oral or written, express or implied. This warranty gives you specific legal rights, and you may also have other rights which vary from state to state. 6. LIMITATION OF LIABILITY Because software is inherently complex and may not be completely free of errors, it is your responsibility to verify your work and to make backup copies. In no event will Lotus be liable for (i) indirect, special, incidental, tort, economic, cover or consequential damages arising out of the use of or inability to use Lotus products or services, including, without limitation, damages or costs relating to the loss of profits, business, goodwill, data or computer programs, even if advised of the possibility of such damages, or (ii) any claim that arose more than one (1) year prior to the institution of suit thereon. In no case shall Lotus' liability exceed the amount paid by you for the Software. The foregoing limitations shall not apply to claims relating to death or personal injury which arise out of products deemed to be consumer goods under applicable law. Some states, provinces or countries do not allow the exclusion or limitation of implied warranties or limitation of liability for incidental or consequential damages, so the above exclusion or limitation may not apply to you. 7. U.S. GOVERNMENT RESTRICTED RIGHTS The Software and/or user documentation are provided with RESTRICTED AND LIMITED RIGHTS. Use, duplication or disclosure by the Government is subject to restrictions as set forth in FAR 52.227-14 (June 1987) Alternate III(g)(3) (June 1987), FAR 52.227-19 (June 1987), or DFARS 52.227-7013 (c)(1)(ii) (June 1988), as applicable. Contractor/Manufacturer is Lotus Development Corporation, 55 Cambridge Pkwy., Cambridge, MA 02142. In the event the Government seeks to obtain the Software pursuant to standard commercial practice,this software agreement, instead of the noted regulatory clauses,shall control the terms of the Government's license. 8. GENERAL No Lotus reseller, distributor, agent or employee is authorized to make any modification or addition to this Agreement. The export of the International Version of Lotus Notes and other Lotus products is governed by the U.S. Department of Commerce under the export administration regulations and by Canadian export regulations. The export of the North American Version of Lotus Notes and Lotus Domino is governed by the U.S. Department of State under the International Traffic in Arms Regulations. It is your responsibility to comply with all such regulations. This Agreement will be governed by the laws of the Commonwealth of Massachusetts. 9. MORE INFORMATION: Should you have any questions concerning this Agreement or Lotus' software use policies, write to Inside Sales and Service, Lotus Development Corporation, 55 Cambridge Parkway, Cambridge, MA 02142, or, in the United States, call 1-800-343-5414. IF YOU DO NOT AGREE WITH THE ABOVE TERMS AND CONDITIONS, DO NOT DOWNLOAD THE SOFTWARE.