LIVE SOFTWARE, INC. JRUN SOFTWARE LICENSE AGREEMENT

REDISTRIBUTION NOT PERMITTED

BEFORE YOU USE THE SOFTWARE, CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS. BY USING THE SOFTWARE, YOU BECOME BOUND TO THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, PLEASE RETURN THE SOFTWARE IMMEDIATELY.

The JRUN software and accompanying documentation whether in electronic or printed form ("Documentation"), (collectively the "Software"), is licensed, and not sold, to you ("Licensee") by Live Software, Inc. ("Licensor") and may be used only for the limited purposes allowed under the terms of this Agreement. By installing the Software, you hereby accept the following terms and conditions:

1.	License Grant.  
Subject to this Agreement, Live Software grants to you a limited, non-exclusive, non-transferable, non-sublicenseable, license to:

	a.	Use one copy of the Software on a single computer at a time.  You may delete the Software from one computer and reinstall it on another, but you may not install the Software on more than one computer at any given time without prior written permission of Live Software, Inc., except that you may use the Software on a network provided that each person accessing the Software is properly licensed to use the Software.

	b.	You may make one backup copy for archival purposes only provided that the copy contains all proprietary notices. 

	c. You may use the JRUN software for the purposes of development, testing, and evaluation of web-enabled server-side applications, including (i) non-commercial web sites or applications, including but not limited to educational, personal or non-profit web sites or applications; (ii) commercial web sites or applications. 

	d. You may use the JRUN software for the purposes of deployment of web-enabled server-side applications limited to non-commercial web sites or applications. For distribution or commercial use of the Software, other than as expressly allowed under this Agreement, you must obtain a license to JRUN PRO from Live Software, Inc.

2.	Restrictions.
	a.	You agree not to redistribute the Software in any form, manner, medium or channel, either in stand-alone form, or bundled or integrated with any software or hardware product.  If you desire to redistribute the Software, please contact Live Software about an OEM license.

	b.	You agree not to use the Software for deploying any commercial web site or application, including but not limited to Intranets and commercial services, including but not limited to offering, providing or enhancing Internet or Intranet services.  If you desire to use the Software for any commercial purpose, please contact Live Software about JRUN Pro or other commercial software.

	c.	You agree not to modify the Software or attempt to decipher, decompile, disassemble or reverse engineer the Software, except to the extent applicable laws specifically prohibit such restriction. 

	d.	You may not remove any proprietary notices or labels on the Software. Except as expressly allowed in Section 1, you may not reproduce, rent, lease or in any other manner redistribute the Software, or any portion thereof, without the prior written consent of Live Software, Inc. The Documentation is also protected by copyright law and may not be copied, distributed, or reproduced in whole or in part without the prior written consent of Live Software, Inc.

	e.	You may not download or install or otherwise export or reexport the Software or any underlying information or technology except in full compliance with all United States and other applicable laws and regulations. In particular, but without limitation, none of the Software or underlying information or technology may be downloaded and installed or otherwise exported or reexported (i) to Cuba, Iraq, Libya, North Korea, Iran, or Rwanda (or to any national of such country); or (ii) to any Group D:1 or E:2 country (or to any national of such country) specified in the then current Supplement No. 1 to Part 740, or in violation of the embargo provisions of Part 746 of the U.S. Export Administration Regulations. By downloading and installing the Software, you are agreeing to the foregoing and you are representing and warranting that you are not located in, under control of, or a national or resident of any such country or on any such list.

3.	Ownership
As between the parties, Live Software, Inc. shall retain all title, ownership rights, and intellectual property rights including but not limited to patent, copyright, trademark and trade secret rights in and to the Software. All product names, designs and logos associated with JRUN are trademarks of Live Software, Inc. Title, ownership rights, and intellectual property rights in and to the content accessed through the Software is the property of the applicable content owner and may be protected by applicable copyright or other law. This License gives you no rights to such content.

4.	Warranty
	a.	THIS SOFTWARE IS LICENSED TO YOU "AS IS." LIVE SOFTWARE, INC. DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT YOU WILL RECEIVE A COMPLETE AND ACCURATE VERSION OF THE SOFTWARE THROUGH ELECTRONIC TRANSMISSION.  LIVE SOFTWARE, INC. EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES AND CONDITIONS, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, AND NONINFRINGEMENT, AND THEIR EQUIVALENTS UNDER THE LAWS OF ANY JURISDICTION. IF APPLICABLE LAW IMPLIES ANY WARRANTIES OR CONDITIONS WITH RESPECT TO THE SOFTWARE, ALL SUCH WARRANTIES OR CONDITIONS ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF DELIVERY.

	b.	This warranty gives you specific legal rights, and you may also have other rights which vary from state to state and country to country.  Some states and countries do not allow the exclusion of implied warranties, so the above exclusion may not apply to you.  Live Software disclaims all warranties of any kind if the Software was customized, [repackaged] or altered in any way by any third party other than Live Software.

	c.	UNDER NO CIRCUMSTANCES AND UNDER NO TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY, SHALL LIVE SOFTWARE, INC. OR [ITS DISTRIBUTORS, DEALERS OR] EMPLOYEES BE LIABLE TO YOU OR ANY OTHER PERSON FOR: (A) ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFIT OR GOODWILL, WORK STOPPAGE, COMPUTER SOFTWARE OR NETWORK FAILURE OR MALFUNCTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES; (B) INTERRUPTION OF USE OR LOSS OR CORRUPTION OF DATA; (C) INCOMPLETE OR INCORRECT ELECTRONIC TRANSMISSION OF THE SOFTWARE; AND (D) ANY MATTER BEYOND THE SOLE CONTROL OF LIVE SOFTWARE, EVEN IF LIVE SOFTWARE, INC. SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY. THIS LIMITATION OF LIABILITY SHALL NOT APPLY TO LIABILITY FOR DEATH OR PERSONAL INJURY TO THE EXTENT APPLICABLE LAW PROHIBITS SUCH LIMITATION. FURTHERMORE, SOME STATES AND JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION AND EXCLUSION MAY NOT APPLY TO YOU.

5.	Termination
This agreement is effective until terminated. You may terminate this Agreement at any time by destroying the Software and all backup copies thereof. This Agreement will terminate immediately without notice from Live Software, Inc. if you fail to comply with any provision of this Agreement. Upon termination you must destroy the Software and all backup copies thereof.

6.	General
	a.	You shall comply with all laws and regulations applicable to your activities under this Agreement, including but not limited to, all Department of Commerce and other United States export controls. 

	b.	This Agreement constitutes the entire agreement between the parties and supersedes any other communications or advertising with respect to the Software. 

	c.	Notwithstanding the foregoing, to the extent that any court, tribunal, or other governmental authority of competent jurisdiction determines that any terms of this Agreement are in conflict with the terms of any statute, treaty, or regulation, the conflicting terms of this Agreement shall be superseded only to the extent necessary by the terms required by such law, statute, treaty, or regulation. 

	d.	If any provision of this Agreement shall be otherwise unlawful, void, or for any reason unenforceable, then that provision shall be enforced to the maximum extent permitted so as to effect the parties' intent. In either case, the remaining provisions of this Agreement shall remain in full force and effect. 

	e.	This Agreement is governed by the laws of the State of California, U.S.A., excluding conflict of laws provisions. The 1980 United Nations Convention on Contracts for the International Sale of Goods is agreed not to apply. 

	f.	Failure to enforce any provision of this Agreement by Live Software, Inc. shall not be deemed a waiver of such provision.

	g.	This Agreement is the entire agreement between the parties and supersedes all proposals, oral or written, all negotiations, conversations or discussions between or among the parties relating to the subject matter of this Agreement and all past dealing or industry custom.

	h.	This Agreement may not be assigned by Licensee


Live Software, Inc.	Copyright (c) 1999			All Rights Reserved.

Other product and company names appearing in Live Software, Inc. products and materials are used for identification purposes only and may be trademarks or registered trademarks of their respective companies. Registered and unregistered trademarks used in any Live Software, Inc. products and materials are the exclusive property of their respective owners.

Live Software, Inc.  20245 Stevens Creek Blvd Suite 200, Cupertino, CA 95014 U.S.A.