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AWARE SOFTWARE THIS IS A LEGAL AGREEMENT ('AGREEMENT')
BETWEEN STOTTLER HENKE ASSOCIATES, INC., D/B/A AWARE SEARCH ('LICENSOR') AND
YOU. YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT IF
YOU (a) INSTALL OR USE ANY PART OF THE AWARE SOFTWARE AND RELATED
DOCUMENTATION ('SOFTWARE') OR (b) CLICK THE ACCEPTANCE BUTTON ON THE
ELECTRONIC VERSION OF THIS AGREEMENT. 1. GRANT OF LICENSE. Licensor hereby
grants you a nonexclusive license to use the Software upon the terms and
conditions set forth in this Agreement. Licensor reserves all rights not
granted in this Agreement. 2. RESTRICTIONS ON USE. You may not (a)
use the Software on more than one computer at a time without purchasing
additional licenses, (b) copy the Software (except for one back-up copy), (c)
sublicense, lend, lease or otherwise make the Software available to any third
party (on the Internet or tangible media, by broadcast or in any other
manner), (d) modify, adapt, or translate any part of the Software, (e)
reverse engineer, decompile or disassemble the Software or otherwise attempt
to obtain its source code, (f) remove or alter any copyright, trademark or
other proprietary notice contained in the Software or (g) use the Software in
any manner not set forth in this Agreement or the Software's documentation. 3. OWNERSHIP OF SOFTWARE. The Software
contains copyrighted material, trademarks and other intellectual property
that is provided by and belongs both to Licensor and to third parties ('Third
Party Providers'). Licensor and the Third Party Providers own and will retain
all title, ownership rights and intellectual property rights in and to the
Software. 4. ASSIGNMENT. You may assign the Software
to a third party only if they agree to be bound by the terms and conditions
of this Agreement. If you assign the Software, your rights under this
Agreement will terminate immediately and you may not retain the original or
any copies of the Software. 5. TERMINATION. Your right to use the
Software will automatically terminate if you fail to comply with any
provision of this Agreement. If this Agreement is terminated you must (a)
cease all use of the Software, (b) destroy the original and all copies of the
Software and (c) delete all copies of the Software from the computer on which
it has been installed. 6. DISCLAIMER OF WARRANTIES. EXCEPT FOR
THE LIMITED WARRANTY PROVIDED ABOVE, THE SOFTWARE IS PROVIDED 'AS IS.' LICENSOR
AND THE THIRD PARTY PROVIDERS DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR
IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT.
WITHOUT LIMITATION OF THE FOREGOING, LICENSOR AND THE THIRD PARTY PROVIDERS
DO NOT WARRANT THAT (a) THE SOFTWARE WILL BE ERROR-FREE, (b) YOUR USE OF THE
SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, (c) THE SOFTWARE WILL MEET YOUR
REQUIREMENTS OR (d) THE SOFTWARE WILL OPERATE WITH THE HARDWARE OR SOFTWARE
CONFIGURATION YOU CHOOSE. 7. LIMITATIONS ON LIABILITY. IN NO EVENT
WILL LICENSOR'S OR THE THIRD PARTY PROVIDERS' LIABILITY TO YOU OR ANY THIRD
PARTY EXCEED THE PRICE PAID BY YOU FOR THE SOFTWARE. 8. EXCLUSION OF REMEDIES. IN NO EVENT WILL
LICENSOR OR THE THIRD PARTY PROVIDERS BE LIABLE TO YOU OR ANY ONE ELSE FOR
ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY
KIND ARISING OUT OF YOUR USE OR INABILITY TO USE THE SOFTWARE (INCLUDING,
WITHOUT LIMITATION, LOSS OF PROFITS, DATA OR GOODWILL), EVEN IF LICENSOR HAS
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 9. YOUR SPECIFIC RIGHTS. SOME
JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF DAMAGES OR LIMITATION OF
LIABILITY, SO THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU. YOUR
SPECIFIC RIGHTS MAY VARY FROM JURISDICTION TO JURISDICTION. 10. Indemnity. You will indemnify and hold
harmless Licensor and its representatives, agents, affiliates, directors,
officers, employees, managers and shareholders (the 'Indemnified Parties'),
and at the Indemnified Parties' option defend them, from and against any
damage, loss, cost or expense (including without limitation, legal fees and
costs) incurred in connection with any third-party claim, demand, proceeding
or action ('Claim') brought against any of the Indemnified Parties arising
out of (a) your use of the Software, including, without limitation, using the
Software to access the search engines, databases or Web sites of third
parties, or (b) any alleged breach by you of any provision of this Agreement.
If you are obligated to indemnify Licensor, Licensor may, in its sole and
absolute discretion, control the defense and disposition (including its
possible settlement) of any Claim at your sole cost and expense. Without
limitation of the foregoing, you will not settle, compromise or in any other
manner dispose of any Claim without the written consent of the Indemnified
Parties. 11. EXPORT RESTRICTIONS. You agree that
you will comply with all applicable export laws, restrictions, and regulations
of the U.S. Department of Commerce, the U.S. Department of Treasury and any
other any U.S. or foreign agency or authority. You agree not to export or
re-export, or allow the export or re-export of the Software in violation of
any such law, restriction or regulation, including, without limitation,
export or re-export to Cuba, Iran, Iraq, Libya, North Korea, Syria or any
other country subject to applicable U.S. trade embargoes, or to any party on
the U.S. Export Administration Table of Denial Orders or the U.S. Department
of Treasury List of Specially Designated Nationals and Blocked Persons, or to
any prohibited destination in any of the Country Groups specified in the then
current Supplement No. 1 to Part 740 or the Commerce Control List specified in
the then current Supplement No. 1 to Part 738 of the U.S. Export
Administration Regulations (or any successor supplement or regulations). 12. GOVERNMENT END-USERS. The Software is
licensed to the U.S. Government with RESTRICTED RIGHTS. Use, duplication or
disclosure by the U.S. Government is subject to restrictions as set forth in
the Rights in Technical Data and Computer Software clause at DFARS
252.227-7013 and the Commercial Computer Software clause at 48 CFR 52.227-19,
as applicable. Contractor/manufacturer is Stottler Henke Associates, Inc. 951
Mariner's Island Blvd., Suite 360, San Mateo, CA 94404. 13. MISCELLANEOUS. This Agreement will be
binding upon and inure to the benefit of Licensor and our and your respective
successors and permitted assigns. If any provision of this Agreement is
determined to be invalid or unenforceable, such determination will not affect
the validity or enforceability of any other provision of this Agreement. Any
waiver of any breach or failure to enforce any provision of this Agreement
will not be deemed a future waiver of such term or a waiver of any other
provision. Any waiver, amendment, supplementation or modification of any
provision of this Agreement will be effective only if it is in writing and
signed by Licensor and you. This Agreement will be governed by the laws of
the United States and the State of California, irrespective of California's
conflicts of law rules. Any action arising out of or relating to this
Agreement may be brought exclusively in the appropriate state or federal
court having jurisdiction over San Mateo, California, and Licensor and you
irrevocably consent to the jurisdiction of such courts and venue. This
Agreement constitutes the entire agreement between Licensor and you with
respect to the subject matter of this Agreement. The prevailing party in any
action or proceeding arising under, relating to or connected with this
Agreement shall be entitled to recover from the other party the reasonable
attorneys fees and costs incurred in such action or proceeding. Sections 6
through 10 and 13 will survive the termination of this Agreement.
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