1. License Grant. Licensor hereby grants to you, and you accept, a nonexclusive license to use the EMUmail software free of charge in machine-readable, object-code form only, and the accompanying user documentation (collectively referred to as the "Software"), only as authorized in this License Agreement. The Licensee may use the Software on an unlimited number of systems provided, that, the Licensee owns such systems. You agree that you will not assign, sublicense, transfer, pledge, lease, rent, or share your rights under this License Agreement. You agree that you may not reverse assemble, reverse compile, or otherwise translate the Software. Any copies that you may make of the Software shall include Licensor's copyright and other proprietary notices. Except as authorized in this paragraph, no copies of the Software, or any portions thereof, may be made by you or any person under your authority or control.

2. Licensor's Rights. You acknowledge and agree that the Software is a proprietary product of Licensor protected under U.S. copyright law. You further acknowledge and agree that all right, title, and interest in and to the Software, including associated intellectual property rights, are and shall remain with Licensor. This License 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 License Agreement.

3. License Fees. This Agreement is effective upon the first use of the Software. The Software is provided without charge. Any other fees are payable only as separately stipulated by the Licensor and agreed to by you.

4. Term. You may terminate this License Agreement at any time by returning the Software and all copies thereof and extracts therefrom to Licensor. Licensor may terminate this License Agreement upon breach by you of any term hereof. Upon such termination by Licensor, you agree to return to Licensor the Software and all copies and portions thereof.

5. No Warranties. The Software is provided "AS IS," without any representation or warranty whatsoever. LICENSOR DISCLAIMS ANY AND ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE

6. Limitation of Liability. Licensor shall not be responsible for any claims, demands, or actions arising out of, or relating to, this Agreement. In no event shall Licensor be liable for any indirect, incidental, consequential, special, or exemplary damages or lost profits, even if Licensor has been advised of the possibility of such damages.

7. Trademark. EMU is a trademark of Licensor. No right, license, or interest to such trademark is granted hereunder, and you agree that no such right, license, or interest shall be asserted by you with respect to such trademark.

8. Miscellaneous.

8.1. Entire Agreement. This Agreement contains the sole and entire agreement between the parties with respect to the subject matter of this Agreement and supersedes any and all other prior written or oral agreements between them.

8.2. Amendment. No amendment, waiver, or modification of this Agreement or any provision of this Agreement shall be valid unless in writing and duly executed by the parties.

8.3. Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties and respective heirs, legal representatives, administrators, successors, and assigns.

8.4. No Waiver. Nothing contained in this Agreement shall cause the failure of either party to insist upon strict compliance with any covenant, obligation, condition or agreement contained in this Agreement to operate as a waver of, or estoppel with respect to, any such covenant, obligation, condition or agreement. Waiver by any party of any breach of any provision of this Agreement shall not be considered as nor constitute a continuing waiver or waiver of any other breach of any provision of this Agreement.

8.5. Attorney's Fees. In the event of litigation between the parties to enforce the provisions of or with respect to this Agreement, the prevailing party shall be entitled to reimbursement for attorney's fees and costs at trial and on appeal.

8.6. Captions. Captions contained in this Agreement are inserted only as a matter of convenience or for reference and in no way define, limit, extend, or describe the scope of this Agreement or the intent of any provision of this Agreement.

8.7. No Third Party Beneficiaries. The parties have entered into this Agreement solely for their own benefit. They intend no third person or party to be able to rely upon nor enforce this Agreement nor any part of this Agreement.

8.8. Assignment. You shall not assign rights nor delegate duties under this Agreement without the prior written consent of the Licensor. Any purported assignment or delegation violating this provision shall be void.

8.9. Governing Law. This Agreement and the interpretation of its terms shall be governed by the laws of the State of Massachusetts.

8.10. Jurisdiction and Venue. The parties consent to the exclusive jurisdiction of the Massachusetts state courts and agree that exclusive venue shall lie in Massachusetts.

8.11. Enforceability. If any provision of this Agreement shall be held invalid or unenforceable by any court of competent jurisdiction or as a result of future legislative action, such holding or action shall be strictly construed and shall not affect the validity or effect of any other provision of this Agreement.

BY DOWNLOADING AN EMUMAIL PRODUCT, THE LICENSEE (SOMETIMES REFERRED TO AS "YOU") IS CONSENTING TO BE BOUND BY AND IS BECOMING A PARTY TO THIS AGREEMENT.