License Agreement

THE SANTA CRUZ OPERATION, INC.

SOFTWARE LICENSE AGREEMENT

CAREFULLY READ ALL TERMS AND CONDITIONS OF THIS AGREEMENT PRIOR TO USING THE SOFTWARE. IF YOU USE THE SOFTWARE IN ANY WAY, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND UNDERSTAND IT, AND YOU AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, PROMPTLY RETURN UNOPENED ANY MEDIA PACKAGE THAT YOU HAVE RECEIVED AND THE ACCOMPANYING ITEMS (including written materials and binders or other containers) TO THE PLACE YOU OBTAINED THEM AND DELETE ANY ELECTRONICALLY STORED COPIES OF THE SOFTWARE FOR A FULL REFUND.

REGISTRATION

Certain SCO Products will exhibit modified functioning if they are not registered as required.

SCO OPTIONAL MAINTENANCE

SCO may, at its discretion, notify you of Updates that SCO may periodically make generally available for the Product, but only if you have completed and returned the Registration Card or Registered electronically. At your request, SCO, directly or, at SCO's discretion, through its local authorized representative, will provide you with such Updates, subject to the additional charges that SCO or its authorized representative may establish. Such an Update may be used only as described under the Grant Provision of this Agreement. This Provision will not be interpreted to require SCO to (i) develop and release Updates or (ii) customize the Updates to satisfy your particular requirements. The Updates will not include any new products that SCO decides to make generally available as a separately priced upgrade or option.

DEFINITIONS

"Agreement" is the contract between the Software User ("You") and The Santa Cruz Operation, Inc. ("SCO"), relating to the product acquired by You. The Agreement comprises (i) this document, (ii) registration documents, (iii) any additional terms contained in the Documentation as referred to herein, and (iv) any amendments agreed by both You and SCO in writing. Such additional terms shall pertain, without limitation, to the following: term, fees and payment, number of permitted Users, number of permitted CPU's, registration requirements, restriction on runtime environment and transfer of Your rights.

"Product" is (i) the Software, (ii) the published user manuals and documentation, including any registration or serialization document that is supplied with the Software as part of a standard SCO packaged product (the "Documentation"), (iii) the updates or revisions of the Software or Documentation that You may receive (the "Updates") and (iv) any copy of the Software, Documentation or Updates.

"Software" is the machine-readable (object) code portion of the Product and any human readable code contained in the Product.

"User" is a person accessing the Software via a local or remote interactive device, such as a terminal or workstation, except where such use is exclusive to routing or gateway functions of the Software.

GRANT

SCO grants You (the Software User) and You accept from SCO, the following non-exclusive rights.You are not granted any other right in the Software. All proprietary rights in or related to the Software are and will remain the exclusive property of SCO or its licensors. You further acknowledge that the Software contains confidential information owned by SCO or its licensors and agree to take reasonable steps to protect the confidentiality of such information.

If You have not obtained an appropriate serial/license number, You may only use the Product for a period of thirty (30) days from initial installation, solely for purposes of evaluation. This license may be upgraded to an unlimited term license by payment of an additional fee.

If You have obtained an appropriate serial/license number, You have the right to use the Software concurrently on the number of personal computers or servers for which the serial/license number was obtained. SCO may make available to You additional software which enables You to monitor the number of users of the Software, in which case you will install and use this Software. You agree to provide SCO, or an agreed third party, reasonable access to Your records and/or computer systems so as to determine Your compliance with these license terms.

You may load, copy or transmit the Software in whole or in part, as necessary to use the Software in accordance with this document and any associated license, and You must take reasonable means to assure that the number of Users does not exceed the permitted number of Users.

In addition, You may make back-up or archival copies of the Software; you may not copy the printed Documentation.

All trademarks, service marks, patents, copyright and other proprietary notices must be reproduced when making copies in whole or in part.

You may not reverse compile the Software for any purpose. If You wish to exercise any rights under Article 6.1 b of the EC Directive on the Legal Protection of Software, (Directive 91/250), You shall, in the first instance, write to SCO's Legal Department. You may not copy or adapt the Software for the purpose of correcting errors in it.

LIMITED WARRANTY

SCO warrants that upon your receipt of the Software and for a period of 90 calendar days thereafter, the media on which the Software is embedded will be free of defects in material and workmanship under normal use. SCO does not warrant that (i) the Software and any related Updates will be free of defects, (ii) the Software will satisfy all of your requirements or (iii) the use of the Software will be uninterrupted or error-free.

In case of breach of warranty or any other duty related to the quality of the Software, you must return at your expense and no later than 10 days after the expiration of the warranty period, the Software to SCO or its local authorized representative, together with a copy of your dated Proof of Purchase. SCO or its representative will replace any defective media, or if not practicable, may terminate this Agreement and refund to you the amount paid for the Product. You acknowledge that this Paragraph sets forth your exclusive remedy and SCO's exclusive liability for any breach of warranty or other duty related to the quality of the Product.

LIMITATION OF LIABILITY

EXCEPT FOR THE SCO WARRANTY SET OUT ABOVE, OR OTHERWISE EXPRESSLY PROVIDED IN A SEPARATE AGREEMENT WITH SCO OR YOUR SUPPLIER, ALL WARRANTIES, CONDITIONS, REPRESENTATIONS, INDEMNITIES AND GUARANTEES WITH RESPECT TO THE SOFTWARE, WHETHER EXPRESS OR IMPLIED, ARISING BY LAW, CUSTOM, PRIOR ORAL OR WRITTEN STATEMENTS BY SCO, ITS LICENSORS OR REPRESENTATIVES OR OTHERWISE (INCLUDING, BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE) ARE HEREBY OVERRIDDEN, EXCLUDED AND DISCLAIMED. SOME STATES OR COUNTRIES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE OR COUNTRY TO COUNTRY.

UNDER NO CIRCUMSTANCES WILL SCO OR ITS LICENSORS OR REPRESENTATIVES BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE, OR INCIDENTAL DAMAGES, WHETHER FORESEEABLE OR UNFORESEEABLE, BASED ON YOUR CLAIMS OR THOSE OF YOUR CUSTOMERS (INCLUDING BUT NOT LIMITED TO, CLAIMS FOR LOSS OF DATA, GOODWILL, PROFITS, USE OF MONEY OR USE OF THE PRODUCTS, INTERRUPTION IN USE OR AVAILABILITY OF DATA, STOPPAGE OF OTHER WORK OR IMPAIRMENT OF OTHER ASSETS), ARISING OUT OF BREACH OR FAILURE OF EXPRESS OR IMPLIED WARRANTY, BREACH OF CONTRACT, MISREPRESENTATION, NEGLIGENCE, STRICT LIABILITY IN TORT OR OTHERWISE, EXCEPT ONLY IN THE CASE OF PERSONAL INJURY WHERE AND TO THE EXTENT THAT APPLICABLE LAW REQUIRES SUCH LIABILITY. IN NO EVENT WILL THE AGGREGATE LIABILITY WHICH SCO OR ITS LICENSORS MAY INCUR IN ANY ACTION OR PROCEEDING EXCEED THE TOTAL AMOUNT ACTUALLY PAID BY YOU FOR THE SPECIFIC PRODUCT THAT DIRECTLY CAUSED THE DAMAGE.

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF EXCLUSION OF LIABILITY FOR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED CONSUMER WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH MAY VARY FROM WHAT IS STATED.

EXPORT RESTRICTIONS

You acknowledge that the Product and any media are subject to export controls under the U.S. Export Administration Regulations and the export regulations of other countries. You may not export or re-export, directly or indirectly, the Product, the media, or any related technical information or materials unless you have obtained an appropriate authorization from the U.S. Commerce Department and any other relevant government authority.

EXPORT RESTRICTIONS

This Product is commercial computer software. If you are a U.S. Government End-User, this license is granted subject to the U.S. Government End-User provisions set forth in the Documentation; and the Product together with its related documentation is subject to the restrictions of U.S. Government use, duplication or disclosure as set forth in subparagraph (c) (1) (ii) of DFARS 252.227-7013 or subparagraph (g)(3)(i) of FAR 52.227-14, Alt. III, as applicable. Contractor/Manufacturer is The Santa Cruz Operation, Inc.

TERM AND TERMINATION

This license shall remain in effect until terminated as set forth herein. You may terminate this Agreement, without right to refund, by notifying SCO of such termination. SCO may terminate this Agreement, upon reasonable notice and without judicial or administrative resolution, if you or any of your employees or consultants breach any term or condition hereof.

Upon the termination of this Agreement for any reason, all rights granted to you hereunder will cease, and you must promptly (i) purge the Software and any related Updates from all your computer systems, storage media and other files, (ii) destroy the Products and all copies thereof and (iii) deliver to SCO an affidavit which certifies that you have complied with these termination obligations.

ASSIGNMENT

Subject to Your compliance with the Export Restrictions Provision, you may assign this Agreement and permanently transfer the Products to a third party, but only if you promptly send SCO an affidavit signed by You and Your assignee that (i) sets forth your assignee's name and address, (ii) identifies the Product being assigned (including name, release number and serial number) (iii) identifies the manufacturer and serial number of the computer system on which Your assignee will load and use the Software and any related Updates, (iv) acknowledges that Your assignee will comply with the terms and conditions of this Agreement and (v) certifies that You have fulfilled item (i) of the Termination Section and have not retained any Products or copies thereof. Except as provided above, you may not assign, sublicense, rent, lend, lease, pledge or otherwise transfer or encumber the Products, this Agreement or your rights or obligations hereunder without SCO's prior approval.

MISCELLANEOUS

All notices or approvals required or permitted under this Agreement must be given in writing. Any waiver or modification of this Agreement will not be effective unless executed in writing and signed by SCO. This Agreement will bind your successors-in-interest. This Agreement is governed by the laws of the State of California, U.S.A. If any provision of this Agreement is held to be unenforceable, in whole or part, such holding will not affect the validity of the other provisions of this Agreement. In the event of any inconsistency between this Agreement and any other related agreement between SCO and You, the terms of this Agreement will prevail.

I agree and would like to proceed