UserLand Software, Inc.

Dear Macintosh Developer:

Thanks for your interest in licensing Frontier Runtime for inclusion with your commercial software or hardware product. Please read the enclosed license agreement carefully and be sure that you can comply with all its terms.

Licenses are only available for commercial Òshrink wrapÓ software and hardware products. Consultants and contractors or in-house developers installing Frontier Runtime on networks should contact UserLand Software for our Volume Purchase Agreement. Shareware authors should direct their users to download the shareware version of the Frontier Runtime package from one of UserLandÕs on-line services.

Print two copies of the license agreement, complete Exhibit A, enter todayÕs date in the first paragraph, sign both copies, enclose a check for $100 plus any applicable sales tax, and mail it to:

Frontier Runtime License

UserLand Software, Inc.

555 Bryant #237

Palo Alto, CA 94301 USA

On receipt and evaluation we will either contact you for more information, or execute the agreement and return one signed copy, along with a Frontier Runtime master disk for inclusion with your product.

If you have any questions please contact us at 415-326-7791, 415-326-7793 (fax). Email: userland.mkt@applelink.apple.com; on CompuServe: 76703,4047.

Thanks again, and we look forward to working with you!

UserLand Software

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# Frontier Runtime Distribution License Agreement

## THIS LICENSE AGREEMENT is made and entered into this __ day of _________ 199__ by and between UserLand Software, Inc., a California corporation with its principal place of business at 400 Seaport Court, Suite 202, Redwood City, CA 94063 (ÒUserLandÓ), and the Licensee identified above, for the purpose of granting the Licensee a non-exclusive, non-transferable license (the ÒLicenseÓ) to use and distribute the Frontier Runtime software (the ÒSoftwareÓ) solely with LicenseeÕs commercially distributed application software or hardware products identified in Exhibit A (the ÒLicenseeÕs ProductsÓ), which do not include any computer programs or other software products which are directly competitive to the Software or to the UserLand Frontier product, and have substantial value without the inclusion of the Software, in accordance with the following terms and conditions:

## 1. The Software. The Software is the Frontier Runtime software which operates on the Apple Macintosh family of personal computers using AppleÕs operating system software version 7.0 and upwardly compatible Macintosh operating system software (the ÒTarget ComputersÓ). The Software is designed for the purpose of running scripts that are written with the UserLand Frontier scripting system from UserLand Software. Licensee acknowledges that UserLand is the sole owner of all copyrights and all other rights in and to the Software. Nothing in this Agreement affects LicenseeÕs copyrights or other rights in the LicenseeÕs computer programs or other products. Further, nothing in this Agreement affects LicenseeÕs rights to any scripts written by Licensee to run with the Software and distributed with LicenseeÕs Products.

## 2. Grant of License. On the condition and covenant that there is compliance with each of the terms of Paragraph 3, UserLand hereby grants a worldwide, non-exclusive, royalty-free license (the ÒLicenseÓ) for the development, testing, reproduction, marketing and distribution of the Software as part of LicenseeÕs Products, in accordance with the terms and conditions hereof. End-users of LicenseeÕs Products are entitled to use the Software with no further payment, license fee or royalty to UserLand.

## 3. Scope of License. The License is granted subject to the following terms and conditions:

### (a) Licensee shall not remove or modify any UserLand copyright notices or other labels contained in the Software or on any UserLand documentation;

### (b) Licensee shall reproduce, market and distribute the Software only with LicenseeÕs Products marketed and supported by Licensee (or an assignee of Licensee as permitted under Section 16 of this Agreement) identified in Exhibit A.

### (c) The Licensee shall not: (i) separately distribute the Software without incorporation into Licensee's Products; (ii) disassemble, reverse-engineer, or attempt to disassemble or reverse-engineer any part of the Software; (iii) Make alterations to the Software, including modifications for use on or with non-compatible hardware or software; or (iv) take any other action which expands the LicenseeÕs use beyond that expressly authorized by this Agreement.

## 4. Limitations of License. UserLand expressly reserves all copyrights and all other rights in the Software. Licensee acknowledges that the Software is proprietary to UserLand Software and that UserLand Software retains all right, title, and interest in and to the Software, including without limitation all copyrights and other proprietary rights.

## 5. Term. This Agreement shall continue for one (1) year from the date here (the ÒEffective DateÓ) unless earlier terminated in accordance with Paragraph 10 hereof. This Agreement shall automatically renew, on a year-to-year basis thereafter, unless either party gives the other written notice of expiration of the License granted under this Agreement or it has been terminated as provided in Paragraph 10 of this Agreement. The Licensee must pay an annual renewal fee prior to each anniversary of the Effective Date of this Agreement. UserLand Software will send an invoice to Licensee prior to the anniversary date, which shall be payable upon receipt. If the License is not renewed prior to the anniversary date, it will be automatically terminated.

## 6. Payment. Licensee shall make payment of an annual non-refundable license fee in the amount of ONE HUNDRED DOLLARS ($100.00) upon execution of this Agreement. In addition, Licensee shall be responsible for sales taxes, if any, imposed on this transaction. Payment shall be in U.S. dollars. Delivery of the Software shall be made by electronic transmission or other means as mutually agreed by the parties.

## 7. Support. The license fee set forth in Paragraph 6 above includes support and maintenance only to Licensee and only through UserLandÕs electronic on-line services on CompuServe and/or AppleLink, or other equivalent services. UserLand expressly does not provide support to subsequent recipients of the Software or for any scripts included with the Software or for any of LicenseeÕs Products.

## 8. No Warranties. LICENSEE UNDERSTANDS THAT THE LICENSED SOFTWARE IS NOT NECESSARILY COMPLETE OR ERROR-FREE; ACCORDINGLY, THE SOFTWARE IS LICENSED ON AN ÒAS ISÓ BASIS. USERLAND DISCLAIMS ANY AND ALL EXPRESS AND IMPLIED WARRANTIES AS TO THE SOFTWARE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL USERLAND BE LIABLE FOR LOST PROFITS OR OTHER DIRECT, INDIRECT, CONSEQUENTIAL, OR INCIDENTAL DAMAGES. THE SOLE AND EXCLUSIVE REMEDY OF LICENSEE UNDER THIS AGREEMENT IS A REFUND OF THE AMOUNTS PAID HEREUNDER.

## 9. Indemnification. The Software is the original creation of UserLand and UserLand is the sole and exclusive owner of the Software; Licensee represents that the Licensee Product will be the original creation of Licensee and that Licensee is or will be the sole and exclusive owner of the Licensee Product. LICENSEE SHALL DEFEND, INDEMNIFY AND HOLD USERLAND HARMLESS FROM AND AGAINST ANY CLAIMS BY ANY PERSON ARISING FROM OR RELATING TO THE SOFTWARE DISTRIBUTED BY LICENSEE OR ANY USE THEREOF EXCEPT THAT USERLAND SHALL, AT LICENSEEÕS REQUEST, DEFEND, INDEMNIFY AND HOLD LICENSEE HARMLESS FROM AND AGAINST ANY CLAIMS THAT THE SOFTWARE, IN THE FORM DELIVERED BY USERLAND TO LICENSEE, VIOLATES A U.S. PATENT OR COPYRIGHT, OR STATE TRADE SECRET OR OTHER PROPRIETARY RIGHT. EACH PARTY AGREES TO COOPERATE WITH THE OTHER IN CONNECTION WITH ANY CLAIMS FOR WHICH INDEMNIFICATION IS SOUGHT UNDER THIS AGREEMENT.

## 10. Termination. Licensee may terminate this License upon thirty (30) days written notice to UserLand. Failure by the Licensee to comply with any term or condition hereof, for a period of thirty (30) days following written notice of such failure, automatically terminates this License and reserves for UserLand all rights hereunder and under the Copyright Act, the Lanham Trademark Act, and other applicable laws.

### 11. Effect of Expiration or Termination. Upon expiration or earlier termination of the License, Licensee shall within thirty days of notice of such termination or expiration: (i) cease reproducing, marketing or distributing the Software (except for the inventory in the possession of Licensee at the time of termination); (ii) confirm, in writing, that it has complied with the terms of this Paragraph 11. Paragraphs 1, 4, and 7 through 20 hereof shall survive expiration or termination of the License.

## 12. Development Credit; Trademarks. Licensee shall state in the documentation for LicenseeÕs Products that the LicenseeÕs Products Òinclude Frontier Runtime software designed and developed by UserLand Software, Inc. Portions Copyright 1992 by Userland Software, Inc.Ó Licensee may use UserLand trademarks listed in Exhibit A (the ÒLicensed TrademarksÓ) in connection with the marketing of the Software, so long as the Licensed Trademarks are used only in connection with the promotion of the use of the Software by the LicenseeÕs Products and in accordance with UserLandÕs trademark guidelines as published from time to time by UserLand and provided, in writing, to Licensee.

## 13. Promotional Copies. During the term of this Agreement, within ten (10) days of release of the LicenseeÕs Products, Licensee shall provide UserLand, at no cost, with two (2) promotional copies of each of the LicenseeÕs Products released with the Software subject to the standard terms and conditions of the license agreement accompanying such Product. In no event will UserLand resell, loan, sublicense or otherwise transfer any interest in any of the promotional copies. If Licensee is including the Software with a hardware product of substantial value, Licensee may elect to provide UserLand with only the software that is included with the product.

## 14. No Other Terms or Conditions. Neither the preprinted terms and conditions of LicenseeÕs form of purchase order nor those of UserLandÕs form of acknowledgment or acceptance will apply to any part of this Agreement or the transaction contemplated by this Agreement, notwithstanding UserLandÕs acknowledgment or acceptance of such purchase order.

## 15. No Employment or Agency. This is a license agreement. The parties are independent of one another and both agree that no agency, employment, franchise or other relationship exists between the parties. Neither party shall have the authority to bind the other with respect to third parties or in any other manner.

## 16. No Assignment; No Sublicensing. Licensee shall not assign or transfer or attempt to assign or transfer this License without the prior written permission of UserLand (except to a subsidiary of Licensee or an entity which acquires all of LicenseeÕs Products which contain the Software by merger, reorganization or acquisition). If Licensee desires to assign and transfer all rights in one of its Products which contain the Software to another entity or third party, then such entity or third party shall execute a license agreement directly with UserLand in the same form as this Agreement and pay UserLand the same license fees as were paid by Licensee under this Agreement. Further, Licensee shall not grant any sublicenses under this Agreement other than the right of end-users of the LicenseeÕs Products to use the Software.

## 17. Governing Law; Arbitration. THIS AGREEMENT IS GOVERNED BY THE COPYRIGHT ACT, THE LANHAM TRADEMARK ACT, OTHER APPLICABLE FEDERAL LAW, AND THE LAWS OF THE STATE OF CALIFORNIA. Except with respect to any claims for injunctive relief, any dispute relating to the interpretation or performance of this Agreement shall be resolved at the request of either party through binding arbitration in San Francisco, California pursuant to and under the then existing commercial arbitration rules of the American Arbitration Association (the ÒAAAÓ). The parties agree to expedited arbitration before a single arbitrator who shall hold the arbitration hearing within thirty (30) days of the filing of the arbitration demand.

## 18. AttorneyÕs Fees. In the event of any litigation between the parties, the prevailing party will also be entitled to recover reasonable attorneysÕ fees and expenses incurred in the action.

## 19. No Waiver. No term or provision hereof or breach thereof shall be deemed waived unless such waiver shall be in writing and signed by the party claimed to have waived.

## 20. Entire Agreement. This License Agreement, with its Exhibit A hereto, constitutes the entire agreement between the parties and it supersedes all negotiations, statements, understandings and agreements with respect to the subject matter hereto. All amendments, modifications or additions hereto shall be in writing and shall be signed by the parties.

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## Signed By:

## UserLand: Licensee:

## Name, Title: Name, Title:

## Date: Date:

# Frontier Runtime Distribution License Agreement

## EXHIBIT A

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1. Licensee Product(s) that will include the Frontier Runtime software. Please include a brief description of each product:

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## 2. Licensed Trademarks: UserLand, UserLand Frontier, UserTalk, and Frontier Runtime are trademarks of UserLand Software, Inc.

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## Signed By:

## UserLand: Licensee:

## Name, Title: Name, Title:

## Date: Date:

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