NON-COMMERCIAL SOURCE CODE AGREEMENT Version 2.0 This Agreement provides the terms and conditions pursuant to which AT&T Corp. ("AT&T") is willing to grant you a non-exclusive right to use the copyrighted software that will be downloaded to you after you accept this Agreement (the "Software"). PLEASE READ THIS AGREEMENT CAREFULLY. If you agree to use the Software only in accordance with the following terms and conditions and are willing to be bound by this Agreement in its entirety, acknowledge your acceptance by clicking on the acceptance bar. 1. AT&T grants you a royalty-free, non-exclusive, non-transferable, personal right to use the Software for a Non-Commercial Purpose. As part of that use, you may prepare derivative works based upon the Software (the "Derivative Works" ) provided that (i) you treat the Derivative Works as Software under this Agreement, and (ii) the Derivative Works conspicuously display, and any corresponding documentation include, the following: "This program contains certain software code or other information ("AT&T Software") proprietary to AT&T Corp. ("AT&T"). The AT&T Software is provided to you "AS IS". YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR USE OF THE AT&T SOFTWARE. AT&T DOES NOT MAKE, AND EXPRESSLY DISCLAIMS, ANY EXPRESS OR IMPLIED WARRANTIES OF ANY KIND WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WARRANTIES OF TITLE OR NON-INFRINGEMENT. @ AT&T Corp. All rights reserved. AT&T is a registered trademark of AT&T Corp." 2. You may distribute or transfer a Derivative Work only to a person who (i) has been granted the right to use the Software by AT&T (a "Licensed User") and (ii) agrees to treat the Derivative Work as Software pursuant to his/her agreement with AT&T. You may also make copies of the Software to the extent necessary to exercise the rights granted to you by this Agreement. All copies of the Software shall retain the copyright notices appearing in the Software. You shall treat any Derivative Works that you may receive from a Licensed User as Software under this Agreement. 3. Notwithstanding any other provision in this Agreement, no rights or licenses are granted under this Agreement, and no provision of this Agreement shall be construed as conferring by implication, estoppel or otherwise any license or right to you under any claim in any patent of AT&T now or hereafter existing unless such claim is completely embodied in the Software supplied with this Agreement (in the case of an apparatus claim) or such claim is completely performed by execution of the Software supplied with this Agreement (in the case of a method claim) in either case, without the need for any additional product, hardware, service, development, modification, software or programming. For the avoidance of doubt, you shall have no right to reproduce, use or distribute the Software, or prepare or distribute derivative works based upon the Software for any purpose other than the purpose stated in Paragraph 1 of this Agreement. 4. "Non-Commercial Purpose" means use of the Software and any Derivative Works solely for education or research. "Non-Commercial Purpose" excludes, without limitation, any use of the Software or any Derivative Works for, as part of, or in any way in connection with a product (including software) or service that will be sold, offered for sale, licensed, leased, loaned, rented or otherwise made available commercially. 5. This Agreement is personal between AT&T and you. You may not accept this Agreement on behalf of any company, corporation or other organization. No ownership interest in the Software is transferred to you. AT&T may assign or transfer to any company or person, or grant to any company or person a license or sublicense under, all or any part of its interest in any rights to the Software, this Agreement or any license or right granted to AT&T pursuant to this Agreement. You may not assign, transfer or sublicense your rights without AT&T's written consent. 6. Under any patent rights owned, licensable or controlled by you which relate to the Software or any Derivative Works you (i) grant to AT&T a non-exclusive, perpetual, worldwide, fully paid-up, unrestricted, irrevocable license, along with the right to sublicense others, to make, have made, use, offer to sell, sell and import any products, services or any combination of products or services, and (ii) release AT&T, its subsidiaries, its affiliates and its customers from any act that was performed prior to your grant of the foregoing license that would have been licensed under such license had the license been in effect at the time of such act. This license and release shall survive any termination of this Agreement. 7. AT&T may terminate this Agreement at any time by sending to the e-mail address that you provided in order to gain access to the Software, or by posting on the web site for the Software (the "Web Site"), written notice of termination. If the Web Site indicates the duration of your rights (e.g., a 90 day evaluation), then this Agreement shall automatically terminate at the end of the period indicated. Termination shall be effective as provided in the notice. Unless notice shall provide otherwise, upon termination you shall destroy all copies of the Software and any Derivative Works. 8. You acknowledge that the Software is subject to U.S. export laws and regulations and any use or transfer of such Software must be authorized under those regulations. The obligations of this written assurance shall survive the term of this or any other related agreement. 9. AT&T has no obligation to support or maintain the Software and grants you this right to use the Software "AS IS". YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THE SOFTWARE. AT&T DOES NOT MAKE, AND EXPRESSLY DISCLAIMS, ANY EXPRESS OR IMPLIED WARRANTIES, REPRESENTATIONS OR ENDORSEMENTS OF ANY KIND WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND THE WARRANTIES OF TITLE OR NON-INFRINGEMENT. IN NO EVENT SHALL AT&T BE LIABLE FOR (i) ANY INCIDENTAL, CONSEQUENTIAL, OR INDIRECT DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR INFORMATION, AND THE LIKE) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF AT&T OR ANY OF ITS AUTHORIZED REPRESENTATIVES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, (ii) ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS, OR OTHER INACCURACIES IN THE SOFTWARE, OR (iii) ANY CLAIM BY ANY THIRD PARTY. YOU AGREE THAT YOUR SOLE REMEDY AGAINST AT&T FOR ANY LOSS OR DAMAGE RELATING TO THE SOFTWARE, INCLUDING ANY DEFECT OR FAILURE IN THE SOFTWARE, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT OR TORT, INCLUDING NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, SHALL BE THE REPLACEMENT OF THE SOFTWARE. BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IN SUCH STATES, AT&T'S LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW. 10. You shall indemnify and hold harmless AT&T, its affiliates and authorized representatives against any claims, suits or proceedings asserted or commenced by any third party and arising out of, or relating to, your exercise of the rights granted to you pursuant to this Agreement. This obligation shall include indemnifying against all damages, losses, costs and expenses (including attorneys' fees) incurred by AT&T, its affiliates and authorized representatives as a result of any such claims, suits or proceedings, including any costs or expenses incurred in defending against any such claims, suits, or proceedings. 11. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, USA, applicable to agreements made and to be performed wholly in that State without regard to its conflicts of law rules. You agree that any legal action or proceeding between AT&T and you for any purpose concerning this Agreement, the Software, or any obligations hereunder shall be brought exclusively in a federal or state court of competent jurisdiction sitting in New York. Any claim or cause of action you may have with respect to this Agreement, the Software or any obligations hereunder must be brought within one (1) year after the claim or cause of action arises or such claim or cause of action is barred. AT&T's failure to insist upon or enforce strict performance of any provision of this Agreement is not a waiver of any provision or right.