Ziata! 6.1.0.1

End-User License Agreement (license.txt 9/1/2001)

Copyright 1998, 2002 Ziata! Solutions, L.L.C.

All rights reserved.

www.ziata.com

info@ziata.com

412-765-0490

Ziata! Solutions, L.L.C. ("Ziata! Solutions") and you (the

"Licensee"), intending to be legally bound hereby, agree as

follows:

1. ENTIRE AGREEMENT. Licensee acknowledges having read this

End-User License Agreement (license.txt 9/1/2001)

Copyright 1998, 2002 Ziata! Solutions, L.L.C.

All rights reserved.

www.ziata.com

info@ziata.com

412-765-0490

Ziata! Solutions, L.L.C. ("Ziata! Solutions") and you (the

"Licensee"), intending to be legally bound hereby, agree as

follows:

1. ENTIRE AGREEMENT. Licensee acknowledges having read this

agreement and understands that this agreement (this "Agreement")

is the final, complete and exclusive statement of the entire

agreement between Ziata! Solutions and Licensee. This Agreement

supersedes any prior and contemporaneous proposals, licenses,

representations, purchase orders, and all other communications

arising from or related to the Software (as hereafter defined),

whether oral or written. Sales agents, distributors and

other representatives of Ziata! Solutions have no authority to

orally modify this Agreement. No terms or conditions, other

than those contained in this Agreement, and no other agreement

or understanding which in any way modifies or changes the terms

or conditions hereof or otherwise relates to the Software, shall

be binding unless made by a written agreement executed by duly authorized representative of each party, or as accepted by

Licensee during installation routine of this or any upgrade/update

of the Software.

2. DEFINITIONS. a) "Software" means the version of the

machine-readable computer software provided on the date hereof

(and as the same may be revised by Ziata! Solutions from time-

to-time, including, but not limited to maintenance releases,

updates and upgrades), in compiled object code binary format

executable by a computer (including any associated dynamic

link libraries, database engines), and the related database

files. b) "Documentation" means any version of the user

manual, any technical and support documentation, and

related distribution documents supplied by Ziata!

Solutions relating to the Software supplied by Ziata!

Solutions. c) "Spamming" means unsolicited mass

electronic mail to addressees with which the Licensee has

no prior relationship, and as more fully defined in the computer

industry among Internet Service Providers. d) "Registered

Version" means a version that is identified in the Software

Help-About box as "Registered" and for which the required

fee has been paid to Ziata! Solutions for the number of

Users licensed and having access to use the Software.

e) "Unregistered Version" means any version of the

Software that is not a Registered Version. f) "Help-About"

means selecting the menu item of Software labeled as

"Help", then selecting "About", and scrolling as may be

necessary to obtain the information begin referenced with

use of such term.

3. LICENSE. Subject always to the limitations set forth in

this Agreement, Ziata! Solutions hereby grants Licensee during

the term:

FOR AN UNREGISTERED VERSION:

A royalty-free, personal, non-exclusive and non-transferable

license to use the Software and any Documentation, for the

number of Users identified in the Software as distributed

and installed; and b) the right to transfer the Software in

its original condition in the same form received by Licensee

with all associated files in the original compressed

self-extracting archive file (consistent with the "shareware"

concept of distribution), provided that Licensee reasonably

believes that Licensee received such Software and associated

files in an unadulterated, unpirated condition.

FOR A REGISTERED VERSION:

A royalty-free, personal, non-exclusive and non-transferable

license to use the Software and any Documentation, for the

number of Users and for the modules to the extent identified

in the Software and registered by Licensee.

FOR ALL VERSIONS:

THE SOFTWARE CONTAINS FUNCTIONALITY FOR UNLIMITED MASS

ELECTRONIC MAILINGS; NOTWITHSTANDING ANYTHING HEREIN

TO THE CONTRARY, SUCH FUNCTIONALITY SHALL NOT BE USED

FOR SPAMMING, SUBJECT TO IMMEDIATE TERMINATION OF THE

LICENSE, PRELIMINARY AND PERMANENT INJUNCTIVE RELIEF

AND ANY OTHER RELIEF AFFORDED TO ZIATA! SOLUTIONS IN

THIS AGREEMENT. UPON RECEIPT BY ZIATA! SOLUTIONS OF

TWO (2) SPAMMING COMPLAINTS, SPAMMING SHALL BE DEEMED

TO HAVE OCCURRED IN ZIATA! SOLUTIONS' SOLE DISCRETION.

All right, title and interest to the Software and the

Documentation are, and shall remain at all times, exclusively

in Ziata! Solutions, except that certain database engine files

are the property of Inprise Corporation, and certain images

are the property of WordPerfect Corp., which are distributed

pursuant to a license.

Licensee is not entitled to maintenance fixes, updates or

upgrades of this product, unless Licensee is the user of a

Registered Version and has paid for the support program

specifically entitling Licensee to the same. Licensee shall

not alter (except to modify, add and delete data in the data

base files exclusively through use of the Software), assign,

create derivative works, copy or transfer (except transfers

to the limited extent expressly provided in this Section 3),

decompile, disclose, lease, market, publish, reverse

engineer or sublicense in any way the Software or

Documentation. Any attempt to break, or breaking of the

password codes for the Software (including the data

base files) or otherwise remove or alter the encryption

shall be a violation of this license. Licensee has no

right of access to the humanly-readable source code of

the Software.

IN ORDER TO PROTECT YOU AND ZIATA! SOLUTIONS, YOU AGREE TO

BACKUP ALL SOFTWARE DATA AND ANY OTHER POTENTIALLY AFFECTED

DATA IN SUCH A MANNER TO PREVENT DATA LOSS. IN ALL CASES

OF USE, LICENSEE ASSUMES ALL RISKS OF USE. WITHOUT LIMITING

THE FOREGOING, ANY PRE-RELEASE OR BETA VERSION IS, BY

DEFINITION, NOT A COMPLETELY TESTED VERSION AND CONTAINS

DEFICIENICIES.

Ziata! Solutions here grants Licensee a limited license, during the

term of the license granted to the Software, to use the term

"mindsaver" solely as an incident to use of the Software mindsaver

functionality; Licensee agrees the Ziata! Solutions is exclusive

owner of such term as a trademark and/or service mark.

Certain versions, releases, updates and/or upgrades of Ziata! may

be unlimited, limited, free and/or special editions. Use of any

of the same is permitted based upon the terms and conditions of

the appurtenant license agreed to during installation thereof,

and does not create an entitlement to future versions, releases,

fixes, upgrades, updates or upon the same or similar terms and

conditions. Licensee acknowledges that Ziata! Solutions has the

right to have the Software send automated e-mail notices to

Ziata! Solutions regarding the facts and circumstances of

Licensee's use of the Software, with such information as

determined by Ziata! Solutions.

4. TERM. The term of this Agreement shall be from the date of

Licensee's receipt of the Software and shall remain in force until

the earlier of: a) for any version that is identified to expire,

the date that the Software expires, is intended to expire

(as may be indicated in the Help-About dialog box) or is supposed to

expire based upon normal operating conditions; or b) Licensee is

in any breach of this Agreement. Upon the termination of the

License for any reason, Licensee shall thereafter make no

further use of the Software or Documentation.

5. DISCLAIMER OF WARRANTIES OR REMEDIES.

a) LICENSEE SPECIFICALLY ACKNOWLEDGES THAT THE SOFTWARE AND

DOCUMENTATION ARE PROVIDED TO LICENSEE SOLELY ON AN "AS IS"

BASIS WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED

OR STATUTORY, OR ARISING BY CUSTOM OR TRADE USAGE, INCLUDING,

BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR

FITNESS FOR ANY PARTICULAR PURPOSE. ZIATA! SOLUTIONS DOES NOT

REPRESENT OR WARRANT THAT ANY ENCRYPTION ROUTINES USED TO

REGISTER THE SOFTWARE ARE UNBREAKABLE OR COMPLY WITH ANY

INDUSTRY STANDARDS FOR ENCRYPTION.

b) LICENSEE AGREES TO TAKE ALL NECESSARY PRECAUTIONS TO PREVENT

ANY LOSS OF DATA, INCLUDING, BUT NOT LIMITED TO, BACKING-UP OF

ALL DATA. LICENSEE SHALL VERIFY INFORMATION PRODUCED FROM THE

SOFTWARE AND DOCUMENTATION WITH ANY AND ALL SOURCES NECESSARY

FOR SUCH VERIFICATION, AND IF ANY SUCH INFORMATION IS DEFECTIVE,

THEN LICENSEE ASSUMES THE ENTIRE RESPONSIBILITY FOR ITS USE AND

CORRECTION. LICENSEE ASSUMES THE RISK OF ALL LOSS ARISING FROM

OR RELATED TO THIS AGREEMENT AND SHALL HOLD ZIATA! SOLUTIONS

HARMLESS FOR THE SAME. IN NO EVENT SHALL ZIATA! SOLUTIONS BE

LIABLE FOR ANY OBLIGATIONS OR LIABILITIES INCLUDING WITHOUT

LIMITATION LIABILITY FOR SPECIAL, INDIRECT, CONSEQUENTIAL,

INCIDENTAL, EXEMPLARY DAMAGE, OR FOR ANY CLAIM FOR THE LOSS OF

PROFITS, BUSINESS OR INFORMATION, OR DAMAGE TO GOOD WILL, EVEN

IF ZIATA! SOLUTIONS HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH

DAMAGES.

THE BASIS OF THE BARGAIN FOR LICENSEE TO OBTAIN THE

LICENSE, AND A CONDITION PRECEDENT TO OBTAINING THE SOFTWARE

AND DOCUMENTATION IS FOR LICENSEE TO HEREBY SPECIFICALLY

ACKNOWLEDGE AND ADMIT THAT THE DISCLAIMERS OF REMEDIES AND

WARRANTIES AS STATED ABOVE, BY THE VERY NATURE OF THIS AGREEMENT

ARE APPROPRIATE AND ARE NOT UNCONSCIONABLE. IN NO EVENT SHALL

ZIATA! SOLUTIONS BE LIABLE FOR GREATER THAN ANY FEE PAID BY

LICENSEE TO ZIATA! SOLUTIONS.

c) LICENSEE SHALL INDEMNIFY AND HOLD ZIATA! SOLUTIONS HARMLESS

FOR ANY BREACH BY LICENSEE OF THIS AGREEMENT, INCLUDING

ATTORNEY'S FEES.

ZIATA! SOLUTIONS IS ENTITLED TO A PRELIMINARY OR PERMANENT

INJUNCTION OR A DECREE OF SPECIFIC PERFORMANCE IN ADDITION

TO ANY OTHER REMEDY ZIATA! SOLUTIONS MAY HAVE AT LAW OR EQUITY.

LICENSEE HEREBY WAIVES THE RIGHT TO ASSERT THE DEFENSE THAT

AN ADEQUATE REMEDY AT LAW EXISTS TO COMPENSATE ZIATA! SOLUTIONS.

ALL REMEDIES ARE CUMULATIVE.

NO REPRESENTATION IS MADE THAT THE SOFTWARE AND/OR

DOCUMENTATION IS ERROR-FREE, SUPPORT IS OR WILL BE AVAILABLE,

OR THAT USE OF THE SOFTWARE WILL BE UNINTERRUPTED OR

ERROR-FREE. LICENSEE AGREES TO USE TEST DATA UNTIL SUCH TIME

AS LICENSEE REGISTERS THE SOFTWARE.

d) Nothing in this Agreement shall be deemed to create an

offer by Ziata! Solutions to register all or any portion of the

Software or to otherwise limit Ziata! Solutions' ability to have

different purchase terms and conditions for different potential licensees or licensees of the Software. Licensee agrees that

there is no offer to register the Software by anyone. Ziata!

Solutions reserves the right to reject any registration even

if such registration is submitted by automated Ziata! "wizards"

or forms. Ziata! Solutions reserves the right to evaluate the potential registrant and the intended use of the Software in

Ziata! Solutions' sole discretion.

e) SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF

IMPLIED WARRANTIES, AND INCIDENTAL OR CONSEQUENTIAL DAMAGES,

SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

6. U.S. GOVERNMENT RESTRICTED RIGHTS

The Software and Documentation have been developed exclusively

at private expense, and are provided with RESTRICTED RIGHTS.

Use, duplication or disclosure by the 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 subparagraphs (c)(1) and (2) of the Commercial

Computer Software-Restricted Rights at 48 CFR 52.227-19, as

applicable. Ziata! Solutions is the Contractor/Manufacturer, 429

Forbes Avenue, Pittsburgh, PA 15219-1616.

7. MISCELLANEOUS PROVISIONS. "Licensee" means you, the user,

personally, as well as your principal if you are acting in any

agency capacity. If you change your legal name, you must

notify Ziata! Solutions of the same so that the license code can

be updated. Terms and conditions of this Agreement shall be

severable, and if for any reason any term or condition is

determined to be invalid, illegal or unenforceable under

current or future law, such invalidity shall not impair the

operation of, or otherwise effect, the valid terms and

conditions of this Agreement, so long as the intent of this

Agreement is maintained. This Agreement shall be governed

by, construed and enforced in accordance with the laws of the

Commonwealth of Pennsylvania (without regard to its conflict

of law principles). Licensee consents to the personal

jurisdiction of the Commonwealth of Pennsylvania and agrees that

any legal proceedings arising out of, or relating

to, this Agreement shall be conducted solely in such

Commonwealth. A waiver by Ziata! Solutions of any breach of this

Agreement by Licensee shall not operate or be construed as a

waiver of any subsequent breach by Licensee.

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