***END-USER LICENSE AGREEMENT *** INTERWISE PARTICIPANT, MODERATOR AND OUTLOOK ADDIN SOFTWARE MODULES THIS AGREEMENT IS A LEGAL DOCUMENT. READ IT CAREFULLY BEFORE COMPLETING THE INSTALLATION PROCESS AND USING THE SOFTWARE. IT PROVIDES A LICENSE TO USE THE SOFTWARE AND CONTAINS WARRANTY INFORMATION AND LIABILITY DISCLAIMERS. BY CLICKING ON THE "I ACCEPT" BUTTON BELOW, OR BY INSTALLING AND/OR ACCESSING AND/OR USING THE SOFTWARE, YOU ARE CONFIRMING ACCEPTANCE OF THE SOFTWARE AND AGREEING TO BECOME BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT WISH TO DO SO, CLICK THE "CANCEL" BUTTON, AND DO NOT COMPLETE THE INSTALLATION PROCESS, AND YOU WILL NOT HAVE ANY LICENSE TO ANY PART OF THE SOFTWARE. INTERWISE'S ACCEPTANCE IS EXPRESSLY CONDITIONED UPON YOUR ASSENT TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT TO THE EXCLUSION OF ALL OTHER TERMS; IF THESE TERMS ARE CONSIDERED AN OFFER BY INTERWISE, ACCEPTANCE IS EXPRESSLY LIMITED TO THESE TERMS. 1. Definitions (a) "Interwise" means the Interwise group, which includes Interwise Ltd., its subsidiaries, and Interwise, Inc. (b) "Software" means the programs supplied by Interwise herewith, including all associated media and printable, electronic or on-line documentation, and any and all updates thereto provided by Interwise. 2. License Subject to the terms and conditions of this Agreement, Interwise grants to you a nonexclusive and nontransferable license to: (a) Install and use the Software on a single computer. One registered copy of the Software may either be used by a single person who uses the Software personally on one or more computers, or installed on a single workstation used non-simultaneously by multiple people, but not both. (b) The Software is licensed, not sold. (c) You may access the registered version of the Software through a network, provided that you have obtained individual licenses for the Software covering all workstations that will access the Software through the network. The Software is licensed to users not computers. (d) Make one (1) archival copy of the Software, provided that You affix to such copy all copyright, confidentiality and proprietary notices that appear on the original. 3. Intellectual Property Rights The Software is the proprietary property of Interwise and is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. You acknowledge and agree that all right, title, and interest in and to the Software, including associated intellectual property rights, are and shall remain with Interwise. This Agreement does not convey to you an interest in or to the Software, but only a limited right of use revocable in accordance with the terms of this Agreement. You acknowledge that the oftware contains trade secrets of Interwise and, accordingly, you will not use (except as authorized herein) or disclose the Software without Interwise's prior written approval, and to use reasonable measures to protect it. You may not otherwise use, and may not copy, distribute, perform, display, modify or prepare derivative works of the Software, and you may not reverse engineer, decompile, or disassemble the Software. You may not rent, lease or lend the Software or use it on a network or make it available on a time-sharing basis except as authorized in writing by Interwise. You may not disclose or use for any purpose, including but not limited to internal software development purposes, the results of any benchmarking of the Software without Interwise's prior written consent, nor attempt to circumvent any security, locking mechanism or other technical means used by Interwise to prevent unauthorized use, reproduction or distribution of the Software, or remove or obscure any proprietary rights notices placed on the Software by Interwise. You agree to indemnify and hold Interwise and its and affiliated companies, and their officers, directors and employees harmless from any claims, including reasonable attorneys fees and costs, arising from or related to your performance under this Agreement, including any claims that your content infringes a third party's intellectual property rights. The Software is licensed as a single product. Its component parts may not be separated for use on more than one computer. 4. Termination Interwise may terminate this Agreement immediately and without notice in the event of breach or default by you. Upon termination of this Agreement, you will relinquish all rights under this Agreement, will cease using the Software and will return or destroy any copies of the Software in your possession. 5. Disclaimer of Warranty INTERWISE DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET ALL OF YOUR REQUIREMENTS OR BE INCORRUPTIBLE, UNINTERRUPTED OR ERROR FREE. THE SOFTWARE IS PROVIDED "AS IS" AND WITHOUT WARRANTY. ALL WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE ARE EXCLUDED. 6. Limitation of Liability Good data processing procedure dictates that any program be thoroughly tested with non-critical data before relying on it. You assume the entire risk of using the Software. ANY LIABILITY OF INTERWISE WILL BE LIMITED EXCLUSIVELY TO REPLACEMENT OF THE SOFTWARE OR A PRO-RATA REFUND OF FEES PAID, IF ANY. IN NO EVENT SHALL INTERWISE BE LIABLE TO YOU AND/OR TO ANY THIRD PARTY FOR DAMAGES OF ANY KIND, INCLUDING: (A) SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR ANY INDIRECT DAMAGES SUCH AS, BUT NOT LIMITED TO, DAMAGES RESULTING FROM EQUIPMENT DOWNTIME OR LOSS OF DATA, SUBSTITUTIONS, LOST PROFITS OR REVENUE OR EXEMPLARY OR PUNITIVE DAMAGES ARISING OUT OF ANY CLAIM, INCLUDING A CLAIM OF INTELLECTUAL PROPERTY INFRINGEMENT, WHETHER OR NOT FORESEEABLE AND EVEN IF INTERWISE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE; OR (B) DAMAGES WHICH EXCEED THE AMOUNTS PAID TO INTERWISE WITH RESPECT TO THE LICENSE OF THE SOFTWARE. NOTHING IN THIS AGREEMENT SHALL LIMIT INTERWISE'S LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY INTERWISE'S NEGLIGENCE OR INTERWISE'S LIABILITY FOR FRAUD. 7. U.S. Government Restricted Rights The Software is provided with RESTRICTED RIGHTS. Use, duplication, or disclosure by the U.S. Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraph (c)(1) and (2) of the Commercial Computer Software - Restricted Rights 48 CFR 52.227-19, as applicable. Manufacturer is: Interwise, Inc., 25 First Street, Suite 412, Cambridge, MA 02141. 8. Miscellaneous You agree not to assign this Agreement to a third party without Interwise's prior written consent. Interwise may assign this Agreement. This Agreement shall be governed by the laws of the Commonwealth of Massachusetts and the laws of the United States, without reference to conflict of laws principles and without reference to UCITA as it may be enacted in the applicable jurisdictions. Further, the parties expressly exclude the UN Convention on Contracts for the International Sale of Goods. This Agreement is the entire agreement between you and Interwise and supersedes all prior agreements and representations, express or implied, regarding this subject matter. Failure by either party to enforce a breach of a provision of this Agreement shall not be deemed a waiver of its rights to subsequently enforce that or any other provision. Should any term of this Agreement be declared void or unenforceable by any court of competent jurisdiction, such declaration shall have no effect on the remaining terms hereof. You agree to comply with all applicable United States and foreign export laws and regulations. The provisions of Sections 2, 3, 5, 6, 7 and 8 of this Agreement shall survive termination of this Agreement. All questions concerning this Agreement shall be directed to: Interwise, Inc., 25 First Street, Suite 412, Cambridge, MA 02141, Attention: General Counsel.