IMPORTANT - Read Before Using The Accompanying Software

These terms apply to the software known as LiveUpdate:

BY INSTALLING OR USING LIVEUPDATE SOFTWARE (HEREAFTER, THE "PRODUCT"), THE INDIVIDUAL OR ENTITY LICENSING THE PRODUCT ("LICENSEE" or "YOU" or "YOUR") IS CONSENTING TO BE BOUND BY AND IS BECOMING A PARTY TO THIS AGREEMENT (THE "AGREEMENT"). IF LICENSEE DOES NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, THE LICENSEE MUST NOT INSTALL OR USE THE SOFTWARE. IF THESE TERMS ARE CONSIDERED AN OFFER, ACCEPTANCE IS EXPRESSLY LIMITED TO THESE TERMS.

1. LICENSE AGREEMENT. As used in this Agreement, "OpenSoft" shall mean OpenSoft Corporation, a Vanuatu corporation. The use of any third party software product included in and or obtained through the use of the Product shall be governed by the third party's license agreement and not by this Agreement, whether that license agreement is presented for acceptance the first time that the third party software is invoked, is included in a file in electronic form, or is included in the package in printed form.

2. LICENSE GRANT. OpenSoft grants Licensee a limited, royalty-free, non-exclusive, non-sublicense able and non-transferable license to use the executable code version of the Product, provided any copy must contain all of the original proprietary notices. This license does not entitle Licensee to receive from OpenSoft hard-copy documentation, technical support, telephone assistance, or enhancements or updates to the Product ("Support Programs"), provided, however, that if Licensee downloads or otherwise obtains in any manner any Support Programs they shall become part of the Product and the terms of this Agreement shall apply. Licensee may not customize the Product.

3. RESTRICTIONS. Except as otherwise expressly permitted in this Agreement,
Licensee may not:

(i) Modify or create any derivative works of the Product or documentation, including translation or localization;
(ii) Decompile, disassemble, reverse engineer, or otherwise attempt to derive the source code for the Product (except to the extent applicable laws specifically prohibit such restriction);
(iii) Encumber, sell, rent, lease, sublicense, or otherwise transfer rights to the Product;
(iv) Use the Product for timesharing or service bureau purposes;
(v) Remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in the Product;
(vi) Publish any results of benchmark tests run on the Product to a third party without OpenSoft's prior written consent.

4. TERMINATION. Without prejudice to any other rights, OpenSoft may, at its sole discretion, terminate this Agreement and the license granted herein at any time. Upon termination, Licensee shall destroy all copies of the Product.

5. PROPRIETARY RIGHTS. Title, ownership rights, and intellectual property rights in the Product shall remain in OpenSoft and/or its suppliers. Licensee acknowledges such ownership and intellectual property rights and will not take any action to jeopardize, limit or interfere in any manner with OpenSoft's or its suppliers' ownership of or rights with respect to the Product. The Product is protected by copyright and other intellectual property laws and by international treaties. Title and related rights in the content accessed through the Product is the property of the applicable content owner and is protected by applicable law. The license granted under this Agreement gives Licensee no rights to such content.

6. CONSENT TO INSTALLATION AND RIGHT TO UNINSTALL. You understand that you may uninstall the Product at any time by using the Windows add/remove programs function. However, by uninstalling the Product, you will be unable to access our services and, in some instances, unable to use software with which the Product was bundled (the "Applications"). You understand, acknowledge and agree that installation of the Product permits the downloading to your computer updates and enhancements, and that such updates and enhancements may occur without notice to you. You agree to accept all such updates and agree that they are and shall be governed by this Agreement unless superceded by a successor agreement as described below. Additionally, you acknowledge that you wish to receive third party software and technology ("Noted Software") as enhancements at the discretion of OpenSoft. By installing, downloading, copying, updating or otherwise using the Product, you specifically agree to include the Noted Software and technology through which OpenSoft, its subsidiaries, affiliates, partners, divisions, and clients provide content and/or value-added applications to your computer. OpenSoft does not sell, resell, or license any of this Noted Software, and OpenSoft disclaims to the maximum extent permitted by applicable law, any responsibility for or liability related to the Noted Software. Any questions, complaints or claims related to the Noted Software should be directed to the appropriate vendor. OpenSoft makes no representations or warranties of any kind concerning the quality, safety or suitability of this software, either express or implied, including without limitation any implied warranties of merchantability, fitness for a particular purpose, or non-infringement to the maximum extent permitted by applicable law, in no event will OpenSoft be liable for any indirect, punitive, special, incidental or consequential damages however they may arise and even if OpenSoft has been previously advised of the possibility of such damages. There are inherent dangers in the use of any software available for downloading on the Internet, and OpenSoft cautions you to make sure that you completely understand the potential risks before downloading and/or installing any software including the Product. You are solely responsible for adequate protection and backup of the data and equipment used in connection with any of the Noted Software, and OpenSoft will not be liable for any damages that you may suffer in connection with using, modifying or distributing any of the Noted Software. OpenSoft shall have no obligation whatsoever to provide upgrades or enhancements of the Product or the Applications and may, at its discretion terminate support and use of non-current versions of the Product.

7. CONSENT TO COMMUNICATIONS. You understand, acknowledge and agree that in consideration of the Applications, services and information provided to you by the Product, and in order to make our services functional and robust, the Product may communicate with our servers. The Product does not monitor or report back to OpenSoft with information about where you are traveling or what you do on any web sites. The Product communicates only in connection with verifying and updating your settings (which may be adjusted from the Products website) or in connection with updates. You hereby consent to such communications and our use of such information. If you wish to withdraw your consent to our gathering and use of such data and information, uninstall the Product. You acknowledge that the information available through use of the Software ("Information") originates from the Internet's World Wide Web ("WWW") and is derived from a wide variety of sources. OpenSoft makes no warranty or representation whatsoever with respect to the Information available through the Product, and you acknowledge that, among other things, there is an inherent risk that some Information available on the WWW may be inaccurate, incomplete, untimely, offensive or inappropriate under applicable law and you agree to assume all such risks. Additionally, you acknowledge that your use of the Information outside of the operation of the Product is subject to the protection of the applicable U.S. and/or international copyright and other intellectual property laws.

8. DISCLAIMERS. OPENSOFT DOES NOT VERIFY THE CONTENT OF THE MATERIAL ACCESSED BY YOU THROUGH THE USE OF THE PRODUCT ("CONTENT"). THE PRODUCT AND CONTENT ARE PROVIDED ON AN "AS IS" BASIS, WITHOUT WARRANTY OF ANY KIND, INCLUDING WITHOUT LIMITATION ANY EXPRESS OR IMPLIED WARRANTIES OF ANY KIND INCLUDING BUT NOT LIMITED TO WARRANTIES THAT THE PRODUCT OR CONTENT ARE FREE OF DEFECTS, MERCHANTABLE, FIT FOR A PARTICULAR PURPOSE OR NON-INFRINGING. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE PRODUCT AND CONTENT IS BORNE BY LICENSEE. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT. NO USE OF THE PRODUCT IS AUTHORIZED HEREUNDER EXCEPT UNDER THIS DISCLAIMER.

ALTHOUGH ALL CONTENT IS BELIEVED TO BE RELIABLE, OPENSOFT DOES NOT GUARANTEE THE RELIABILITY, ACCURACY, COMPLETENESS, SAFETY, TIMELINESS, LEGALITY, USEFULNESS, ADEQUACY, OR SUITABILITY OF ANY CONTENT. THE CONTENT MAY BE HARMFUL, UNTIMELY, INCOMPLETE, OR INACCURATE AND, ACCORDINGLY, YOU AGREE TO EXERCISE CAUTION, DISCRETION AND COMMON SENSE WHEN USING THE CONTENT.

WITHOUT LIMITATION, OPENSOFT MAKES NO WARRANTY THAT THE PRODUCT WILL MEET YOUR REQUIREMENTS, THAT IT WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, THAT THE UPDATES OBTAINED FROM THE USE OF THE PRODUCT WILL BE ACCURATE OR RELIABLE, OR THAT THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL OBTAINED THROUGH THE PRODUCT WILL MEET YOUR EXPECTATIONS.

ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF PRODUCT IS DONE AT YOUR SOLE RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.

THE PRODUCT MAY CONTAIN SOFTWARE BUGS WHICH COULD CAUSE UNANTICIPATED CONSEQUENCES THROUGH ITS USE. YOUR USE OF THE PRODUCT IS AT YOUR OWN RISK. THE PRODUCT AND THE SERVICE ARE PROVIDED "AS IS" WITHOUT ANY WARRANTIES OR CONDITIONS OF ANY KIND WHATSOEVER.

OPENSOFT DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES AS TO THE NONINFRINGEMENT, MERCHANTABILITY, SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, ACCURACY OR FITNESS FOR ANY PURPOSE OF THE PRODUCT AND THE SERVICE OR THAT THE OPERATION OF THE SOFTWARE AND THE PROVISION OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE.

THE TERMS OF THIS SECTION SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT FOR WHATEVER REASON.

9. CONTENT AND INFRINGMENT. All Content made available or accessed through the Product is the property of the applicable Content owner and may be protected by applicable laws including without limitation those relating to Intellectual Property Rights. This Agreement gives you no rights to such content.

10. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL OPENSOFT, ITS LICENSORS, ITS SUPPLIERS OR RESELLERS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE THE PRODUCT OR CONTENT, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES, EVEN IF ADVISED OF THE POSSIBILITY THEREOF, AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED. IN ANY CASE, OPENSOFT'S ENTIRE LIABILITY UNDER ANY PROVISION OF THIS AGREEMENT SHALL NOT EXCEED $10 AUSTRALIAN DOLLARS, WITH THE EXCEPTION OF DEATH OR PERSONAL INJURY CAUSED BY THE NEGLIGENCE OF OPENSOFT TO THE EXTENT APPLICABLE LAW PROHIBITS THE LIMITATION OF DAMAGES IN SUCH CASES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS EXCLUSION AND LIMITATION MAY NOT BE APPLICABLE.

OPENSOFT IS NOT RESPONSIBLE FOR ANY LIABILITY ARISING OUT OF CONTENT PROVIDED BY LICENSEE OR A THIRD PARTY THAT IS ACCESSED THROUGH THE PRODUCT AND/OR ANY MATERIAL LINKED THROUGH SUCH CONTENT. IN ADDITION, LICENSEE SHALL BE SOLELY RESPONSIBLE, AT ITS OWN EXPENSE, FOR ACQUIRING, INSTALLING, MAINTAINING AND UPDATING ALL CONNECTIVITY EQUIPMENT, HARDWARE, SOFTWARE AND OTHER EQUIPMENT AS MAY BE NECESSARY FOR IT TO USE THE PRODUCT.

11. RELEASE AND WAIVER. LICENSEE USES OPENSOFT'S SERVICES AT HIS OR HER OWN RISK. To the maximum extent permitted by applicable law, You hereby release, and waive all claims against, OpenSoft and its employees and agents from any and all liability for claims, damages (actual and consequential), costs and expenses (including litigation costs and attorneys' fees) of every nature and kind, arising out of or in any way connected with use of the Site. If You are a California resident, You waive Your rights under California Civil Code Section 1542, which states, "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor." Residents of other states and nations similarly waive their rights under applicable and/or analogous laws, statues, or regulations.

12. PRIVACY. OpenSoft is dedicated to protecting your personal information and only uses collected Data as set forth in OpenSoft's Privacy Policy (the "Privacy Policy"). You agree that in the event that OpenSoft as a company is acquired, the acquirer will have access to Your Personally Identifiable Data on the same terms and conditions as set forth in the Privacy Policy.

13. MISCELLANEOUS.

(a) This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof.
(b) This Agreement may be amended only by a writing signed by both parties.
(c) Except to the extent applicable law ,if any, provides otherwise, this Agreement Shall be governed by the laws of Vanuatu
(d) This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods.
(e) If any provision in this Agreement should be held illegal or unenforceable by a court having jurisdiction, such provision shall be modified to the extent necessary to render it enforceable without losing its intent, or severed from this Agreement if no such modification is possible, and other provisions of this Agreement shall remain in full force and effect.
(f) The controlling language of this Agreement is English. If Licensee has received a translation into another language, it has been provided for Licensee's convenience only.
(g) A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, shall not waive such term or condition or any subsequent breach thereof.
(h) The provisions of this Agreement which require or contemplate performance after the expiration or termination of this Agreement shall be enforceable notwithstanding said expiration or termination
(i) Licensee may not assign or otherwise transfer by operation of law or otherwise this Agreement or any rights or obligations herein except in the case of a merger or the sale of all substantially all of Licensee's assets to another entity.
(j) Licensor may assign this Agreement to a third party at any time.
(k) This Agreement shall be binding upon and shall inure to the benefit of the parties, their successors and permitted assigns.
(l) Neither party shall be in default or be liable for any delay, failure in performance (excepting the obligation to pay) or interruption of service resulting directly or indirectly from any cause beyond its reasonable control.
(m) The relationship between OpenSoft and Licensee is that of independent contractors and neither Licensee nor its agents shall have any authority to bind OpenSoft in any way.
(n) If any dispute arises under this Agreement, the prevailing party shall be reimbursed by the other party for any and all legal fees and costs associated therewith.
(o) If any OpenSoft professional services are being provided, then such professional services are provided pursuant to the terms of a separate Professional Services Agreement between OpenSoft and Licensee. The parties acknowledge that such services are acquired independently of the Product licensed hereunder, and that provision of such services is not essential to the functionality of such Product.
(p) The headings to the sections of this Agreement are used for convenience only and shall have no substantive meaning.

OpenSoft shall have the right to change or add to the terms of this Agreement at any time and to change, discontinue or impose conditions on any aspect of the Product. Such changes shall be effective upon posting of the revisions on OpenSoft's Web Site.

This legal document was last updated: November 2, 2003