VITALAAA SOFTWARE LICENSE AGREEMENT PLEASE CAREFULLY READ THIS SOFTWARE LICENSE AGREEMENT ("AGREEMENT") BEFORE DOWNLOADING OR USING THE SOFTWARE. USE OF THE SOFTWARE IS EXPRESSLY MADE CONDITIONAL UPON YOUR ACCEPTANCE OF THE FOLLOWING. BY CLICKING THE "ACCEPT" BUTTON, OR BY DOWNLOADING OR USING THE SOFTWARE, YOU ("END USER") ARE EXPRESSLY CONSENTING TO BE BOUND BY, AND CONSENT TO, THE TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT, CLICK THE "DO NOT ACCEPT" BUTTON AND THE DOWNLOAD PROCESS WILL NOT CONTINUE. DEFINITIONS: "End User" is identified as a End User of Lucent Technologies, meaning a person, entity or distributor authorized by Lucent Technologies, licensing the Lucent VitalAAA Software and, if applicable, the Sybase Program Software for internal use and without right to, license, assign or otherwise transfer the Lucent VitalAAA Software or if applicable, the Sybase Program Software to any other person or entity. "Designated System" means the computer hardware and operating system designated on the relevant order form. "Documentation" means the user guides and manuals for installation and use of the Lucent VitalAAA Software including, if applicable, the Sybase Program Software. Documentation is provided in CD-ROM, bound form or on-line, whichever is generally available. "Software" means the Lucent VitalAAA Software, BP and SP versions and, if sublicensed from Lucent by End User for use with VitalAAA BP or SP, the Sybase Program Software in object code form, together with the media, Documentation, and updates therefore. The Software also includes additional third party software as listed later in this Agreement. "Sybase Program Software" means the Sybase Program Software in object code form, Sybase media, Sybase Documentation, and Sybase updates that may be distributed by Lucent for use with the Lucent VitalAAA Software, and for which the End User is granted a sublicense pursuant to this Agreement. 1. Software License. Subject to the terms and conditions of this Agreement, Lucent grants to End User only (i.e. not to any subsidiaries, affiliates or companies under common control) a personal, non-exclusive, non-transferable license to use the Software in object code form, solely for End User’s operations on the Designated System, or on a backup system if the Designated System is inoperative, in strict accordance with the licensing options that are selected and ordered by End User. The Software shall be used, at a maximum, for the number of simultaneous subscribers or simultaneous sessions specified at the time of the delivery and for which the license fee applies. The End User shall be required to sign a maintenance agreement with Lucent to receive software upgrades, as available, and other maintenance services for the Software. Software upgrades shall exclude upgrades of the Sybase Program Software. 2. License Restrictions. End User may not copy the Software, except for inactive backup and archival purposes only, and must include on all copies of the Software all copyright, government restricted rights and other proprietary notices or legends included on the Software when it was shipped to such licensee. End User agrees that it will not attempt to modify, adapt, or create derivative works of the Software, or, except as may be authorized by applicable law, reverse engineer, disassemble or decompile (attempt to derive source code) any component thereof. Where the End User is granted a license to use the Sybase Program Software, End User agrees that it may only use the Sybase Program Software as part of and in conjunction with the Lucent VitalAAA Software and is prohibited from using the Sybase Program Software for application development purposes or otherwise outside the scope of this Agreement. End User further agrees that it will not use, alter, merge, adapt, sell, distribute, sublicense, loan, rent, lease, or timeshare any Software provided hereunder except as provided under this Agreement. End User will not assign or transfer this Software to a legal entity separate from End User without the prior written consent of Lucent and, if applicable, Sybase. 3. Ownership and Copyright. The Software is proprietary to Lucent or its licensors ("Suppliers"), as applicable, and protected by copyright, under the United States copyright laws and certain international treaties. End User agrees that it is acquiring only the right to use the Software as licensed hereunder, and that all title, ownership and intellectual property rights not herein specifically granted to End User are expressly reserved by Lucent or its Suppliers. End User acknowledges that Lucent’s Suppliers are third party beneficiaries, and may have certain rights of enforcement against End User. 4. Limited Warranty/ Exclusive Remedies. Lucent warrants to the benefit of End User only, for a term of ninety (90) days from the date of receipt of the Software by End User ("Warranty Term"), that if operated as directed under normal use and service, and a license fee is paid, the Software will substantially perform the functions described in its applicable documentation. Lucent does not warrant that the Software will meet End User's requirements or will operate in combinations that End User may select for use, or that the operation of the Software will be uninterrupted or error-free, or that all Software errors will be corrected. Support for the Software may be provided by Lucent under separate agreement. Lucent's sole obligation and liability under this limited warranty shall be, at Lucent's option, to remedy any substantial non-performance of the Software to the functional descriptions set forth in its applicable documentation. If Lucent is unable to satisfy the foregoing limited warranty obligations during the Warranty Term, then Lucent shall, upon End User's written request for termination of this Agreement, refund to End User all sums paid to Lucent for the licensing of the Software hereunder. These are End User's sole and exclusive remedies for any breach of warranty. This limited warranty gives End User specific legal rights. End User may have others, which vary from state-to-state or country-to-country. 5. Warranty Disclaimer. EXCEPT FOR THE EXPRESS LIMITED WARRANTY SET FORTH IN SECTION 4 ABOVE, THE SOFTWARE IS PROVIDED AS IS. LUCENT AND ITS SUPPLIERS MAKE NO OTHER EXPRESS WARRANTIES. TO THE EXTENT AUTHORIZED BY APPLICABLE LAW, ALL OTHER WARRANTIES WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, ARE SPECIFICALLY DISCLAIMED. This disclaimer of warranty constitutes an essential part of this Agreement. 6. Limitation of Liability. Lucent's cumulative liability to End User, or any third party, for loss or damages resulting from any claim, demand or action arising out of or relating to this Agreement or use of the Software ("Damages"), shall not exceed the net amount paid to Lucent for the licensing of the Software. IN NO EVENT SHALL LUCENT OR ANY SUPPLIER BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES OF ANY CHARACTER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST DATA OR PROFITS, COMPUTER DOWNTIME OR FAILURE, OR ANY OTHER COMMERCIAL DAMAGES, EVEN IF LUCENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY REMEDY OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR SUCH DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY. 7. U.S. Government Restricted Rights. If the Software is acquired by or on behalf of a unit or agency of the United States Government, by GSA or otherwise, then it is provided with RESTRICTED RIGHTS. Use, duplication or disclosure by the Government is subject to restrictions set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013, or in subparagraphs (c)(1) and (2) of the Commercial Computer Software--Restricted Rights, at 48 CFR 52.227-19, as applicable. Manufacturer is Lucent Technologies Inc. 600 Mountain Ave., Murray Hill NJ 07974. 8. Export Law Assurances. End User agrees and certifies that the Software will not be transferred or re-exported, directly or indirectly, into any country (or to a national or resident of such country) prohibited by the United States Export Administration Act and the regulations promulgated thereunder. 9. Severability. End User acknowledges and agrees that each provision of this Agreement that provides for a disclaimer of warranties or an exclusion or limitation of damages represents an express allocation of risk, and is part of the consideration of this Agreement. Invalidity of any particular provision of this Agreement shall not affect the validity of the remaining provisions hereof. 10. Term and Termination. This Agreement shall be effective upon End User's download of the Software and shall continue until terminated, or upon expiration of the Software copyright. End User may terminate, without cause, at any time by notifying Lucent in writing and discontinuing use of the Software. This Agreement will terminate in the event of a material breach by End User, which remains uncured for a term of (30) days from the date of written notice by Lucent to End User, specifying such material breach. Upon any such termination, End User agrees to discontinue use of the Software, and destroy or return all copies that it may have in its possession. Sections 3, 4, 5 and 6 shall survive termination. 11. Integration; Governing Law. This Agreement represents the entire agreement between the parties hereto relating to the licensing of the Software hereunder, and supersedes any prior or contemporaneous proposal, representation or understanding. This Agreement shall be construed and enforced in accordance with the laws of the State of New York, U.S.A., exclusive of its choice of law provisions. If the Software is distributed outside of the U.S.A., then the United Nations Convention on Contracts for the International Sale of Goods is expressly disclaimed and shall not apply to the performance or interpretation of this Agreement. 12. Confidentiality. The Software contains proprietary and confidential information of Lucent and its Suppliers including Sybase. The End User will agree to maintain the Software in confidence and shall use a reasonable degree of care to protect the confidentiality of the Software. 13. Audit. Lucent shall have the right to conduct and/or direct an independent accounting firm to conduct, during normal business hours, an audit of the appropriate records of the End User to verify the number of copies of the Software in use and compliance with the terms and conditions contained herein. 14. Third Party Software. The Software includes third party software including Hypersonic SQL, software developed by the Apache Software Foundation (http://ww.apache.org/), and other software as specified below: . ACME Labs Minimal HTTP Server (acme.jar) Copyright (C)1996,1998 by Jef Poskanzer . All rights reserved. HSQL Database Engine (hsqldb.jar) Copyright (c) 1995-2000 by the Hypersonic SQL Group. All rights reserved. Copyright (c) 2001-2002, The HSQL Development Group All rights reserved. IAIK JCE Provider (iaik_jce.jar) Copyright (C) 1997-2003 by IAIK All rights reserved. Provided under license. IAIK SSL Provider (iaik_ssl.jar) Copyright (C) 1997-2003 by IAIK All rights reserved. Provided under license. Jakarta ORO Regular Expression Library (jakarta-oro.jar) Copyright (c) 2000-2002 The Apache Software Foundation. All rights reserved. jClass (jclass.jar) Copyright© 2003 Sitraka Inc. 260 King Street E, Toronto, Ontario M5A 4L5 Canada. All rights reserved. Provided under license. JUnit regression testing framework (junit.jar) Copyright (C) 1996, 1999 International Business Machines Corporation and others. All Rights Reserved. Novell LDAP Class Libraries for Java (ldap.jar) Copyright (C) 2000 Novell, Inc. All rights reserved Secure Computing SafeWordTM SDK (swec.jar, xmldeb.jar) Copyright © 2000, Secure Computing Corporation. All rights reserved. Made in the U.S.A. Xerces Java Parser (xerces.jar) Copyright (c) 1999 The Apache Software Foundation. All rights reserved. UNLESS OTHERWISE SET FORTH IN THIS LICENSE, THE THIRD PARTY SOFTWARE IS PROVIDED "AS IS" AND ANY EXPRESSED OR IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE DISCLAIMED. IN NO EVENT SHALL THE THIRD PARTY COPYRIGHT HOLDERS OR CONTRIBUTORS LISTED ABOVE BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA OR PROFITS OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THIS SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.