MAYA DOCUMENTATION SERVER LICENSE AGREEMENT READ THIS AGREEMENT CAREFULLY. ALIAS|WAVEFRONT, A DIVISION OF SILICON GRAPHICS LIMITED AND ANY THIRD PARTY LICENSORS WHOSE TECHNOLOGY IS INCORPORATED INTO OR PROVIDED WITH THE MAYA DOCUMENTATION SERVER ("ALIAS|WAVEFRONT") IS WILLING TO LICENSE THE MAYA DOCUMENTATION SERVER (THE "SOFTWARE") TO YOU (THE "CUSTOMER") ONLY ON THE CONDITION THAT ALL OF THE TERMS CONTAINED IN THIS LICENSE AGREEMENT ARE ACCEPTED. YOU ACCEPT AND AGREE TO BE BOUND BY THIS AGREEMENT BY CLICKING THE ICON LABELLED "I ACCEPT" THAT IS DISPLAYED BELOW. IF YOU DO NOT AGREE TO THIS AGREEMENT, CLICK THE ICON LABELLED "CANCEL". 1. Ownership and License. This is a license agreement and NOT an agreement for sale. As between Customer and Alias|Wavefront, Alias|Wavefront continues to own the copy of the Software and all intellectual property rights therein. The Customer's rights to use the Software are specified in this Agreement, and Alias|Wavefront retain all rights not expressly granted to the Customer in this Agreement. Nothing in this Agreement constitutes a waiver of Alias|Wavefront's rights under domestic, foreign or international law, or any other state, provincial, local, or regional law. 2. License to Software. Alias|Wavefront grants to Customer and Customer accepts, a non-exclusive, non-transferable license to use the Software during the term hereof, subject to the terms and conditions of this Agreement. Customer may use the Software only in connection with operation and management of Customer's own internal business. Customer is not authorized to grant sublicenses to use the Software, nor to permit other persons to use the Software on a time-sharing or any other basis without the prior written consent of Alias|Wavefront, which may be granted or withheld in Alias|Wavefront's sole discretion. 3. Third Party Components. 3.1. The Software is distributed with the following third-party components/applications: (1) Lucene Search Engine Toolkit v1.2 (the "Toolkit"); (2) Mozilla's Rhino JavaScript Interpreter for Java v1.5 ("Rhino"); and (3) Sun Microsystem's Java Runtime Environment v1.4 ("JRE"). 3.2. The Toolkit was developed by the Apache Software Foundation (http://www.apache.org/). (c) 1999 The Apache Software Foundation. All rights reserved. The Toolkit consists of voluntary contributions made by many individuals on behalf of the Apache Software Foundation. For more information on the Apache Software Foundation, please see http://www.apache.org. 3.3. The Toolkit and JRE are provided pursuant to this Agreement and Customer's use of the Toolkit and/or JRE shall be governed by the terms and conditions hereof. 3.4. Notwithstanding any inconsistent terms hereof, Rhino is provided pursuant to the terms of the Mozilla Public License Version 1.1 (the "License") and is distributed on an "AS IS" basis, WITHOUT WARRANTY OF ANY KIND, either express or implied (you may obtain a copy of the License at http://www.mozilla.org/MPL/.) - see the License for the specific language governing rights and limitations under the License. 4. Warranties. THE SOFTWARE IS PROVIDED AS IS. ALIAS|WAVEFRONT DOES NOT WARRANT THAT THE SOFTWARE OR ANY COMPONENT THEREOF WILL MEET CUSTOMER'S REQUIREMENTS OR THAT ITS OPERATION WILL BE UNINTERRUPTED OR ERROR-FREE. ALIAS|WAVEFRONT MAKES NO WARRANTIES, EXPRESS, IMPLIED OR ARISING BY CUSTOM OR TRADE USAGE RELATING TO THE SOFTWARE OR ANY COMPONENT THEREOF, AND WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, TO THE EXTENT PERMITTED BY APPLICABLE LAW, SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF TITLE, NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. TO THE EXTENT PERMITTED BY APPLICABLE LAW: ALIAS|WAVEFRONT SHALL HAVE NO LIABILITY IN CONTRACT, TORT OR OTHERWISE ARISING OUT OF OR IN CONNECTION WITH THE SOFTWARE OR THIS AGREEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, IN NO EVENT SHALL ALIAS|WAVEFRONT BE LIABLE FOR ANY PUNITIVE OR MULTIPLE DAMAGES OR LOST PROFITS OR OTHER SPECIAL, DIRECT, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING ANY DAMAGES RESULTING FROM LOSS OF BUSINESS ARISING OUT OF OR IN CONNECTION WITH THE PERFORMANCE OF THE SOFTWARE, EVEN IF ALIAS|WAVEFRONT HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CUSTOMER SHALL INDEMNIFY ALIAS|WAVEFRONT AND ITS LICENSORS AND HOLD ALIAS|WAVEFRONT AND ITS LICENSORS HARMLESS FROM AND AGAINST ANY LOSS, CLAIM OR DAMAGE TO ANY PERSON ARISING OUT OF OR RELATING TO CUSTOMER'S USE OF THE SOFTWARE. 5. Protection of Proprietary Material. For the purposes of this Agreement, "Proprietary Material" means the Software and any portion thereof in any embodiment, including copies thereof, and any other information or data, in written, graphic, or machine readable form, received by Customer from Alias|Wavefront, including, but not limited to, designs, improvements, concepts and ideas provided, however, that Proprietary Material does not include information and data which is rightfully in Customer's possession prior to its receipt from Alias|Wavefront, or which, other than through the fault of Customer, is or becomes available in the public domain. Alias|Wavefront and/ retain all right, title, and interest in and to all Proprietary Material (including, without limitation, all trade secrets and intellectual property rights therein) furnished by Alias|Wavefront and to all copies thereof made by Customer. Customer acknowledges that the Proprietary Material is confidential and constitutes a valuable asset of Alias|Wavefront and/or its suppliers and/or its licensors and shall not disclose, publish, display or otherwise make available to any persons any of the Proprietary Material or copies thereof without Alias|Wavefront's prior written consent. Customer shall not copy or reproduce any of the Proprietary Material, except for back-up purposes, or with the prior written consent of Alias|Wavefront. Customer shall not use any Proprietary Material for any purpose not specifically authorized in this Agreement. Customer shall limit the use of and access to the Software and other Proprietary Material to its bona fide employees or consultants whose use of or access to such Proprietary Materials is necessary to Customer's use of the Software and shall take appropriate action, by agreement, instruction or otherwise, to protect the Proprietary Material from unauthorized publication, disclosure or use. Customer shall not remove any copyright or proprietary rights notice included in any Proprietary Material and shall reproduce all such notices on any copies made of any Proprietary Material. Customer acknowledges and agrees that in the event of any breach of its obligations under this Section, Alias|Wavefront will not have an adequate remedy at law, and, therefore, injunctive or other equitable relief would be appropriate. 6. Term and Termination. This Agreement is effective until terminated. If Customer shall fail to perform or be in breach of any of its obligations hereunder, Alias|Wavefront may terminate this Agreement and the license granted hereunder, by giving written notice of termination to Customer effective immediately upon its sending. Customer may terminate this Agreement at any time by destroying all copies of the Software in Customer's possession and certifying in writing such destruction to Alias|Wavefront, or by returning all such copies to Alias|Wavefront. This Agreement and Customer's license and rights hereunder shall automatically terminate if Customer purports to assign this Agreement or the license granted hereunder to another party or breaches any of its obligations hereunder in respect of the Proprietary Material. Upon termination, Customer must immediately cease all use of the Software and deliver or destroy all Proprietary Material, including copies thereof, in its possession, custody or control, including information and data relating to the Software stored in any computer software or storage facility which for any reason cannot be delivered to Alias|Wavefront or which may be detected in the future on backup media. Sections 5, 6, 8, 9 and 10 hereof shall survive any termination of this Agreement. 7. Government End Users-Restricted Rights Legend. If the Software is acquired directly or indirectly on behalf of a unit or agency of the United States Government and this provision applies. For civilian agencies: the Alias|Wavefront Software was developed at private expense and is "restricted computer software" submitted with restricted rights in accordance with subparagraphs (a) through (d) of the Commercial Computer Software - Restricted Rights clause of FAR 52.227-19 and its successors; and it is unpublished and all rights are reserved under the copyright laws of the United States. For units of the Department of Defense (DoD): the Alias|Wavefront Software is licensed only with "Restricted Rights" as that term is defined in the DoD Supplement to the FAR, clause 252.227-7013 (c)(1)(ii) (Oct. 1988), Rights in Technical Data and Computer Software and its Successors (including clause 252.227-7014(b)(3) (1994)), and use, duplication or disclosure is subject to the restrictions set forth therein. 8. General Provisions. Customer acknowledges that the Software is subject to export control laws and regulations, including future amendments thereof ("Export Laws"). Customer shall not directly or indirectly purport to or transfer the Software in any manner in violation of any Export Laws. Customer shall indemnify Alias|Wavefront from and against any loss, claim or damage arising out of Customer's violation of the Export Laws. All written notices required hereunder shall be sufficient if sent by certified or registered mail, postage prepaid, addressed to the address provided by Customer prior to downloading the Software. This Agreement sets forth the entire agreement and understanding of the parties with respect to the subject matter hereof, and supersedes all prior oral and written agreements and understandings relating thereto. Neither party shall be bound by or be liable for any alleged representation, promise, inducement or statement of intention not set forth herein and no waiver, alteration, modification, or cancellation of any of the provisions of this Agreement shall be binding unless made in writing and signed by the parties. The failure of either party to require performance of any provision hereof shall not affect the right at a later time to enforce such provision. No remedy referred to in this agreement is intended to be exclusive, but each shall be cumulative and in addition to any other remedy referred to herein or otherwise available at law or in equity. In the event that one or more of the provisions contained in this Agreement shall for any reason be held invalid, illegal or unenforceable in any respect, no other provisions contained in the Agreement shall be affected. This Agreement shall be governed by the substantive law of the Province of Ontario, Canada, without regard to its conflicts of law principles, and not by the 1980 United Nations Convention on Contracts for the International Sale of Goods, as amended. This Agreement shall be binding upon and enure to the benefit of the parties and their respective successors, assigns and legal representatives, provided, however, that the rights and obligations of Customer hereunder may not be assigned, sublicensed or otherwise transferred in whole or in part, without the prior written consent of Alias|Wavefront.