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USER LICENSE AGREEMENT

This is a legal document between The Dialog Corporation ("Licensor") and you. Licensor is willing to license DialogLink (the "Software") and associated printed materials relating to the Software (the "Documentation") to you only upon the condition that you accept all of the terms contained in this license agreement. If you do not accept the terms of this license agreement, you may return the Software, Documentation and all packaging, within 15 days of receipt.

License Agreement

License Grant. Licensor hereby grants to you, subject to termination as provided in this License Agreement, a nonexclusive, nontransferable license ("License") for each copy of the Software and accompanying Documentation.

Ownership. The Software and Documentation are subject to protection under the copyright, trade secret laws, where applicable, and other intellectual property laws of the United States and other jurisdictions. With this License, you acquire only the right to use the object code version of the Software and Documentation while the License is in effect and do not acquire any rights of ownership in the Software or the Documentation. You shall not be considered to be an "owner of a copy" and shall not have rights granted under 17 USC § 117 to make adaptations of the Software.

Limitations. This License provides you with the following rights: (a) Application Software: You may install and use one copy of the Software on a single server and 5 workstations; (b) Storage/Network Use: You may store or install a copy of the Software on a storage device, such as a network server, used only to install the Software on your other computers over an internal network; however, you must acquire and dedicate a distinct license for each user using the Software. Any given License for the Software may not be shared or used concurrently or otherwise on different computers in a given organization. Any direct database access to the DialogLink database will invalidate your service contract with Licensor.

License Prohibitions. You may not: rent, sell, lease, lend, sublicense, give or permit access to the Software or Documentation to any third party; remove or obscure Licensor's proprietary rights notices; alter, decompile or disassemble, nor attempt to alter, decompile or disassemble, nor permit the alteration, decompilation or disassembly of Software; use the Software on any service bureau, time sharing or any interactive or similar system; develop software derivative of or interfacing with the Software; use the Software or Documentation to provide training on the Software to third parties; use or copy Software or Documentation other than as authorized by this Agreement; access forms or fonts forming part of the Software independent of the Software. You may not assign this License Agreement without Licensor's prior written consent.

Deliverables and Maintenance. You shall receive (i) one copy of the Software, and (ii) the right to use the Software and the Documentation according to the terms of this Agreement during the term of this Agreement.

License Termination. In the event that you fail to comply with any term or condition in this License Agreement, the License will terminate immediately without notice to you and Licensor may pursue all appropriate legal remedies.

Warranty. Licensor warrants that the Software, if properly installed and used in the operating environment specified in the Documentation, will perform substantially in accordance with the Software specifications included in such Documentation for a period of 30 days from the date of delivery to you. Licensor also warrants that the media on which the program is supplied will be free from defects in material and workmanship under normal use for a period of 30 days from the date of delivery to you. If the Software or media do not perform as warranted in this paragraph, Licensor will, as its sole liability and at its sole option, correct or replace the Software or defective media to comply with the warranty given in this paragraph. If you wish to make a warranty claim, please return to Licensor the Software freight prepaid in its original packing, with Documentation. This warranty gives you specific legal rights and you may have other rights that vary from state to state.

Disclaimer. THE EXPRESS WARRANTIES SET FORTH IN THE PRECEDING PARAGRAPH ARE THE SOLE AND EXCLUSIVE WARRANTIES GIVEN, AND ARE IN LIEU OF, AND YOU HEREBY WAIVE, ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR AN INTENDED OR PARTICULAR PURPOSE, NON-INFRINGEMENT OR OTHERWISE, RESPECTING THE SOFTWARE AND DOCUMENTATION. Upon expiration of the 30 day warranty period, you will be deemed to have accepted the Software "as is" and "where is," and without any warranty of any kind. Licensor makes no warranty that the functions contained in the Software will meet your requirements or that operation of the Software will be uninterrupted or error free or that the Software will operate in the hardware combination you select or that all program defects will be corrected.

Limitation of Liability. For all claims relating to Licensor's performance or nonperformance under this Agreement, whether in contract, tort, strict liability or otherwise, including without limitation, claims for failure of the Software to operate as warranted, your sole and exclusive remedy and Licensor's sole and exclusive liability will be the exclusive remedy specified above. Notwithstanding the foregoing, in the event liability is imposed on Licensor, including a finding that the remedy specified above has failed of its essential purpose, your remedy shall be limited to recovery of the fees you paid Licensor for the defective Software.

In no event shall Licensor be liable for: indirect, exemplary, special or consequential damages including lost business; lost profits or lost data; interest, penalties or assessments imposed under applicable tax laws or otherwise; third party claims by your affiliates, partners or customers or otherwise; or damages with respect to which you contributed or acted as an intervening cause, regardless of whether foreseeable, even if Licensor has been advised in advance of the possibility of such damages.

Licensor shall have no liability for the failure of any Software that has resulted from modification, repair, misuse, abuse or misapplication of the Software. Some states do not permit the exclusion of implied warranties, or the exclusion or limitation of incidental or consequential damages, so the foregoing may not apply to you.

You acknowledge that you have read this agreement and understand and agree to be bound by its terms and conditions. You agree that this agreement is the complete and exclusive statement of agreement between Licensor and you and supersedes any agreement, oral or written, and any other communications between Licensor and you relating to the License of the Software and Documentation.

THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NORTH CAROLINA, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES OF SUCH COMMONWEALTH.

To All Government Software Customers

Use, Duplication, Or Disclosure By The Government Is Subject To Restrictions As Set Forth N Subparagraph (c)(1)(ii) Of The Rights In Technical Data And Computer Software Clause At 252.227-7013. The Dialog Corporation, 11000 Regency Parkway, Suite 10, Cary, North Carolina, 27511.

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