TDAC Software Inc. "Java E-Mail Client" Software License Agreement

PLEASE READ THIS LICENSE AGREEMENT CAREFULLY BEFORE DOWNLOADING TDAC SOFTWARE'S E-MAIL CLIENT SOFTWARE. BY CLICKING ON THE "I ACCEPT" LINK, YOU ARE CONSENTING TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS SET FORTH BELOW. IF YOU DO NOT AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS SET FORTH BELOW, CLICK ON THE "I DO NOT ACCEPT" LINK AND DO NOT DOWNLOAD THE SOFTWARE.

1. Use of Product and Software License. TDAC Software grants to you a limited, personal, nonsublicensable, nontransferable, nonexclusive license to use the Beta version of the TDAC Software E-Mail Client software (the "Software"), in binary executable form. You agree not to reproduce or modify the Software or any portion thereof, other than is absolutely necessary to operate the Software on a single CPU. You agree not to rent, sell, lease, or otherwise transfer the Software or any part thereof. You agree not to copy, reverse assemble, reverse compile or reverse engineer the Software, or otherwise attempt to discover any Software source code or underlying Proprietary Information (as that term is defined below). You will not download, remove or export the Software or any Proprietary Information from the United States except in full compliance with all United States and other applicable laws and regulations.

2. Ownership. Title to and ownership of the Software (including any and all intellectual property rights in the Software), Proprietary Information and all copies of the Software and/or Proprietary Information shall be and at all times remain with TDAC Software.

3. Nondisclosure. You acknowledge that, in the course of using the Beta version of the Software pursuant to this Agreement, you may obtain information relating to the Software and/or to TDAC Software ("Proprietary Information"). Such Proprietary Information shall belong solely to TDAC Software. Proprietary Information shall not include information that is or becomes publicly known through no wrongful act of you or other licensees of the Software. You shall not disclose Proprietary Information to third parties without the written consent of TDAC Software, and agree to undertake reasonable measures to maintain the Proprietary Information in confidence.

4. Warranty Disclaimer. THE PARTIES ACKNOWLEDGE THAT THE SOFTWARE IS EXPERIMENTAL IN NATURE AND THAT THE SOFTWARE IS PROVIDED "AS IS" AND MAY NOT BE FUNCTIONAL ON ANY MACHINE OR IN ANY ENVIRONMENT. TDAC Software MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY OF THE SOFTWARE OR ANY CONTENT OR INFORMATION ACCESSIBLE BY OR USED WITH THE SOFTWARE. TDAC Software DISCLAIMS ALL WARRANTIES RELATING TO THE SOFTWARE, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES AGAINST INFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

5. Limitation of Remedies and Damages. TDAC Software SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE OR OTHER DAMAGES UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY ARISING OUT OF OR RELATING IN ANY WAY TO THE SOFTWARE, USE OF THE SOFTWARE OR ANY OTHER SUBJECT MATTER OF THIS AGREEMENT.

6. Indemnification. You shall indemnify, defend and hold harmless TDAC Software against any and all claims, damages, costs or other expenses that arise directly or indirectly out of or from (a) your breach of this Agreement or (b) your use or operation of the Software.

7. Nonassignability. Neither your rights nor your obligations arising under this Agreement are assignable or transferable by you, and any such attempted assignment or transfer shall be void and without effect.

8. Applicable Law and Forum. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, exclusive of its choice of law rules. Each party to this Agreement hereby submits to the exclusive jurisdiction of the state and federal courts sitting in the Borough of Manhattan in the City of New York in the State of New York, and waives any jurisdictional, venue or inconvenient forum objections to such courts. In any action to enforce this Agreement, the prevailing party will be entitled to costs and attorneys' fees. In the event that any of the provisions of this Agreement shall be held by a court or other tribunal of competent jurisdiction to be unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable.

9. Entire Agreement. This Agreement constitutes the entire agreement between the parties hereto pertaining to the subject matter hereof, and any and all written or oral agreements heretofore existing between the parties hereto are expressly canceled. Any modifications of this Agreement must be in writing and signed by both parties hereto, except that TDAC Software may modify the terms of this Agreement by sending notice to you via e-mail (at the most current e-mail address for you in TDAC Software*s records) fourteen (14) days in advance of the date on which such modification takes effect.

10. Equitable Relief. Customer acknowledges and agrees that due to the unique nature of the Software and Proprietary Information, there can be no adequate remedy at law for any breach of its obligations hereunder, that any such breach may allow you or third parties to unfairly compete with TDAC Software resulting in irreparable harm to TDAC Software, and therefore, that upon any such breach or threat thereof, TDAC Software shall be entitled to injunctions and other appropriate equitable relief in addition to whatever remedies it may have at law.

11. Termination. TDAC Software may terminate this Agreement at any time for any reason or for no reason by delivering notice to you by e-mail (to the most current e-mail address for you listed in TDAC Software*s records) of such termination. You may terminate this Agreement at any time by destroying or erasing your copy of the Software. Upon expiration or termination of this Agreement, you agree to destroy or erase the Software and any Proprietary Information. The following provisions shall survive expiration or termination of this Agreement: Sections 2, 3, 4, 5, 6, 7, 8, 9, 10 and 11.