General License Agreement

Valid from October 27th, 2006

Secarta Limited, hereafter referred to as the "LICENSOR" offers to grant a licence for the SOFTWARE defined below according to the following conditions:

1. Definitions

For the purpose of this Licence Agreement, the following definitions are valid:

"SOFTWARE" refers to the HTTPsec-Java libraries. The SOFTWARE is the sole property of Clink Systems Ltd.

"APPLICATION" means any computer program created by the LICENSEE using the SOFTWARE.

"DEPLOY" means to use an APPLICATION for any purpose other than evaluation, development, testing, and/or reference.

"VAR" means Value Added Reseller.

"OEM" means Original Equipment Manufacturer, and distinguishes the Licence type that is redistributed by a VAR.

2. Granting of Licence

Upon payment received by the LICENSOR in accordance with the advertised price or upon otherwise negotiated and mutually agreed terms, the LICENSEE is granted one of the licences specified below:

Client Licence

The LICENSOR grants the LICENSEE a non-exclusive, non-sublicensable, transferable licence to DEPLOY a single APPLICATION, with the restriction that the APPLICATION does not provide services enabled with the HTTPsec protocol to programs running on other computers, or that does so only in an ephemeral manner such as a peer-to-peer desktop application. An APPLICATION that is DEPLOYed on more than one computer needs as many licences as the number of computers on which it is DEPOLYed.

Server Licence

The LICENSOR grants the LICENSEE a non-exclusive, non-sublicensable, transferable licence to DEPLOY a single APPLICATION, such that the APPLICATION may provide services enabled with the HTTPsec protocol to programs running on other computers. An APPLICATION that is DEPLOYed on more than one computer needs as many licences as the number of computers on which it is DEPOLYed. Distinct "virtual servers" hosted on the same computer do not count as distinct computers.

VAR Agreement

The LICENSOR grants the VAR a non-exclusive, non-transferable licence to bundle the SOFTWARE in APPLICATIONs under an OEM License, for sale or distribution to the LICENSEE's own customers. This allows the LICENSEE to sell APPLICATION, or distribute APPLICATIONs as part of a commercial relationship with third parties, including the distribution of APPLICATIONs at zero-cost as part of a commercial relationship or potential commercial relationship with third parties.

OEM License

The LICENSOR grants the LICENSEE a non-exclusive, non-sublicensable, transferable licence to use the SOFTWARE, but only with the APPLICATION with which the SOFTWARE was bundled.

Non-Commercial License

The LICENSOR grants the LICENSEE a non-exclusive, non-sublicensable, non-transferable licence according to the following restrictions:

the APPLICATION is NOT DEPLOYED, i.e. is being used only for evaluation, development, testing, or reference purposes.

AND / OR

the APPLICATION is DEPLOYED but satisfies ALL the following conditions: (1) is not offered for sale; (2) is not distributed as part of a commercial relationship of any form; (3) does not facilitate commercial transactions of any form; (4) is not for use by any staff, employees, or contractors of the licensee; AND where the LICENSEE meets ALL of the following criteria: (1) is organized solely for non-profit purposes; (2) is effectively operated solely for non-profit purposes; (3) is not distributing or otherwise making available for the personal benefit of any member any of the entity's income. (4) is not a governmental department or agency;

3. Limitations for all Licences

LICENSEES may not reverse engineer, decompile, disassemble, reverse translate or in any other manner decode the SOFTWARE in order to derive the source code.

This license agreement does not include licensing of the included algorithms, when appropriate. It is the sole responsibility of the LICENSEE to ensure the legality of using the SOFTWARE in their countries.

4. Terms of Licence

The Client Licence, Server Licence, VAR Agreement, or OEM Licence commences upon receipt of payment by the LICENSOR in accordance with the advertised price or upon otherwise negotiated and mutually agreed terms, for an unlimited period, unless terminated as specified later in this agreement.

5. Prices and Payment

Prices are subject to change without notice. The LICENSEE shall pay the LICENSOR for the licences acquired at the agreed price or as stated in the LICENSOR's price list. All prices are understood to be ex-works and duty unpaid. Invoices have to be paid net within 30 days of date of invoice. Payments overdue shall be charged subsequently with past due interest of 1.25% per month, as of the first day of their falling overdue.

6. Delivery

The latest version of the SOFTWARE will be made available for download from the LICENSOR's website. Previous versions may also be made available for download at the LICENSOR's discretion.

7. Inspection

By using the SOFTWARE, the LICENSEE confirms that he has tested the SOFTWARE as downloaded from the INTERNET and has found it to be suitable for his needs. The LICENSEE acknowledges that the SOFTWARE is not built for usage in hazardous environments.

8. Warranty

The LICENSOR guarantees that the SOFTWARE is free of any computer virus or other malicious hidden routines that would intentionally cause damage to or corrupt data, storage media or equipment. For proving the integrity of the SOFTWARE, the LICENSOR may calculate a hash value over the distribution file and publish it on its web site. It is the duty of the LICENSEE to verify this hash value. The SOFTWARE is provided "as is" and except for the declaration and warranty stated in this Section, the LICENSOR makes no representations, conditions or warranties, either express or implied, relative to the SOFTWARE or services provided hereunder, including all implied conditions or warranties of merchantability and fitness for a particular purpose and all conditions with respect to intellectual property infringement. The LICENSOR may correct errors in the SOFTWARE without notice.

9. Proprietary Information and Confidentiality

The LICENSEE acknowledges that the SOFTWARE remains the property of, and is confidential to, the LICENSOR and may incorporate trade secrets of the LICENSOR, and that the LICENSOR shall have the exclusive right to any copyrights in respect of the SOFTWARE.

10. Termination

The LICENSOR may terminate this Agreement without prior notice, if the LICENSEE

1. neglects or fails to perform or observe, or correct a breach of its obligations to the LICENSOR; 2. goes out of business, files a bankruptcy petition or has such a petition filed involuntarily against it or becomes insolvent; 3. develops, sells, licenses or distributes or attempts to develop, sell, license or distribute any software based on the SOFTWARE which is outside the scope of the limited rights granted herein, to any third party.

11. Liability

To the maximum extent allowed by applicable law the LICENSOR shall not be liable for any damages whatsoever (including, without limitation, damages for loss of business profits, business interruption, loss of business information, or other pecuniary loss) arising out of the use of or inability to use the SOFTWARE, even if the LICENSOR has been advised of the possibility of such damages.

12. Export Restrictions

In some countries, the SOFTWARE may be subject to export and import restrictions. Their re-export may require the approval of the competent authorities. The LICENSEE shall be liable for the observance of any control regulation and explicitly agrees to hold the LICENSOR fully harmless.

13. Audit Rights

The LICENSEE has to keep records regarding the number of copies of each SOFTWARE made and/or in use, including Licences transferred or distributed to third parties. A suitable person selected by the LICENSOR may inspect these records in the name of the LICENSOR to verify these figures. Such inspections will be made only upon reasonable notice, during normal business hours and no more often than once a year.

14. Waiver

Invalidity, on legal grounds, of any term of this Agreement does not render the Agreement as a whole invalid.

15. Governing Law, Arbitration

This Agreement is governed by United Kingdom law.