The terms of the license, as agreed upon purchase of the license, are summarized below for your convenience. Commercial License Agreement ---------------------------- Definitions: 1.1 Reusable Code: For the purposes of Kakadu licensing agreements, reusable code refers to the original Kakadu source code, as distributed with the license, with or without modifications and exclusions. Reusable code also includes any intermediate compiled form, such as dynamically or statically linked libraries, which provides means of exploiting the functionality of the Kakadu tools in new Applications. 1.2 Application: Compiled code generated using the Kakadu source code or Reusable Code derived from the Kakadu source code, or any part thereof. No part of any application is Reusable Code. 1.3 Affiliate. A person or legal entity which is controlled by, or controls, or is under common control with Licensee. Control means: (i) beneficial ownership of at least fifty percent (50%) of the voting securities of a corporation or other business organization with voting securities, or (ii) a fifty percent (50%) or greater interest in the profits or capital of a partnership or other business organization without voting securities. 1.4 Commercial Use: The distribution of one or more Applications. 1.5 Internal Use: The use of Kakadu software in any form (including Reusable Code) by employees of the Licensee or an Affiliate for the purpose of performing services on behalf of the Licensee or Affiliate, or in the performance of services for Third Parties who engage Licensee or an Affiliate for such services. 1.6 Third Party: Any person or legal entity which is not an Affiliate. Privileges of a Commercial License: 2. The Licensee shall have the right to Commercial Use of the Kakadu software. All copies of Applications shall contain notification that they were developed using the Kakadu software. 3. The Licensee shall have the right to Internal Use of the Kakadu software. All copies of the source code shall contain all copyright and proprietary notices from the original source code. 4. The Licensee shall have the right to distribute Reusable Code to a Third Party, provided the Third Party possesses a license to use the Kakadu software. All copies of such distributed code shall contain all copyright and proprietary notices from the original source code. 5. The Licensee shall have the right to use the Kakadu source code indefinitely, subject to the Termination provisions of the agreement. Responsibilities of Licensee: 6. Unisearch may terminate the license grant, by written notice to Licensee if Licensee breaches any material term of the license. 7. Absent appropriate exemption certificate(s), Licensee shall pay all taxes, duties, or customs, except for taxes based on Unisearch income. 8. Licensee shall not use the name, trade names or trademarks of Unisearch or any of its Affiliates in any advertising, promotional literature or any other material, whether in written, electronic, or other form, distributed to any Third Party, except in the form provided by Unisearch, and then solely for purposes of identifying Unisearch software. 9. The license is not transferable to a Third Party. The license may be transferred to an Affiliate provided that Unisearch is notified in writing of the transfer and the Affiliate accepts these same terms and conditions. Limitation of Liability: 10. THE KAKADU SOURCE CODE IS A COLLECTION OF SOFTWARE TOOLS, SOME OF WHICH MAY NOT BE APPROPRIATE FOR THE INTENDED PURPOSE. UNISEARCH SHALL HAVE NO LIABILITY FOR ANY INDIRECT OR CONSEQUENTIAL LOSS (WHETHER FORESEEABLE OR OTHERWISE AND INCLUDING LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF OPPORTUNITY, AND LOSS OF USE OF ANY COMPUTER HARDWARE OR SOFTWARE) RESULTING FROM THE USE OF THESE TOOLS. THE KAKADU SOURCE CODE SHOULD NOT BE RELIED ON AS THE SOLE BASIS TO SOLVE A PROBLEM WHOSE INCORRECT SOLUTION COULD RESULT IN INJURY TO PERSON OR PROPERTY. IF THE SOFTWARE IS EMPLOYED IN SUCH A MANNER, IT IS AT THE LICENSEE'S OWN RISK AND UNISEARCH EXPLICITLY DISCLAIMS ALL LIABILITY FOR SUCH MISUSE TO THE EXTENT ALLOWED BY LAW. UNISEARCH' LIABILITY FOR DEATH OR PERSONAL INJURY RESULTING FROM NEGLIGENCE OR FOR ANY OTHER MATTER IN RELATION TO WHICH LIABILITY BY LAW CANNOT BE EXCLUDED OR LIMITED SHALL NOT BE EXCLUDED OR LIMITED. EXCEPT AS AFORESAID, ANY OTHER LIABILITY OF UNISEARCH (WHETHER IN RELATION TO BREACH OF CONTRACT, NEGLIGENCE OR OTHERWISE) SHALL NOT IN TOTAL EXCEED THE AMOUNT PAID TO UNISEARCH UNDER THIS AGREEMENT, FOR THE SOFTWARE WITH RESPECT TO WHICH THE LIABILITY IN QUESTION ARISES, AS INSTALLED ON ANY DESIGNATED COMPUTER(S) OR DESIGNATED SERVER(S) FOR WHICH USE OF THE SOFTWARE IS LICENSED. SOME INTERNATIONAL JUSISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE EXCLUSION OR LIMITATION MAY NOT APPLY TO SUCH LICENSES. This message is intended for the addressee named and contains confidential information. If you are not the intended recipient, please delete it and notify the sender.