LAST UPDATED 12/18/96

This Non-Exclusive License Agreement (the "Agreement") provides the terms and conditions under which AT&T Corp. ("AT&T") is willing to grant you a royalty-free, non-exclusive right to use certain copyrighted source code and related executables and documentation (the "Source Code") for any purpose directed solely to education or research and not involving any monetary compensation (a "Non-Commercial Purpose"). PLEASE READ THIS AGREEMENT CAREFULLY BEFORE YOU ACKNOWLEDGE YOUR ACCEPTANCE OF THIS OFFER. If you agree to only use the Source Code in accordance with the following terms and conditions and are willing to be bound by this Agreement, acknowledge your acceptance of this offer by clicking on the acceptance bar provided below. AT&T will then permit you to download a single copy of the Source Code. IF YOU DO NOT WISH TO BE BOUND BY THIS AGREEMENT, YOU WILL NOT BE PERMITTED TO DOWNLOAD THE SOURCE CODE.

1. By this Agreement, AT&T grants you a non-exclusive, non-transferable right to use the Source Code as follows only for a Non-Commercial Purpose:

   (a) You may prepare source code derivative works which are based, in whole or in part, on the Source Code, or on concepts or methods from the Source Code, and may compile the Source Code or such source code derivative works to make object code derivative works, provided that, you treat all such source code and object code derivative works as Source Code and only as permitted under this Agreement. All such source code and object code derivative works are collectively referred to in this Agreement as the "Derivative Works";

   (b) You may make the following copies of the Source Code and the Derivative Works:

   (i) a single operational copy for execution on a central processing unit (a "CPU");

   (ii) developmental copies as necessary for your development of the Derivative Works; and

   (iii) any copies necessary for archival purposes; and

   (c) You may transfer a Derivative Work to a person who has been granted a right to use the Source Code by AT&T (such person being referred to in this Agreement as a "Licensed User"), provided that, such person treats such Derivative Work as Source Code under their agreement with AT&T.

2. You shall treat as Source Code under this Agreement any Derivative Work you may receive from a Licensed User.

3. For purposes of this Agreement, musical works which are created as the output of the Source Code or the Derivative Works are not themselves deemed "Derivative Works."

4. All copies of the Source Code prepared in accordance with paragraph 1 shall retain the copyright notice appearing in the Source Code. Each Derivative Work prepared in accordance with paragraph 1 shall, to the extent possible, bear conspicuous notice which reflects that the Derivative Work is prepared from copyrighted software owned by AT&T Corp.

5. EXCEPT AS OTHERWISE EXPRESSLY AUTHORIZED UNDER THIS AGREEMENT, YOU SHALL NOT USE, COPY, DISTRIBUTE OR TRANSFER THE SOURCE CODE OR DERIVATIVE WORKS IN ANY FORM, AND NO LICENSES ARE GRANTED OR IMPLIED. By way of example, but without limitation:

   (a) You shall not use the Source Code or any Derivative Work for any purpose that involves monetary compensation;

   (b) Except as otherwise expressly permitted under paragraph 1(c), you shall not transfer or in any way distribute the Source Code or any Derivative Work to any person and shall not make the Source Code or any Derivative Work accessible on a computer network or on a disk drive shared with other persons; and

   (c) Except as otherwise expressly permitted under paragraph 7 of this Agreement, you shall not offer to sell, sell, license or otherwise convey or purport to convey any right in the Source Code or any Derivative Work, nor permit any company, corporation or other commercial organization to use the Source Code or any Derivative Work.

6. The Source Code contains information, ideas, concepts and methods (collectively, "Information") which are confidential and proprietary to AT&T. You shall hold all Information in confidence for AT&T and may only use the Information to the extent necessary to make use of the rights granted under paragraph 1. You may disclose Information only to Licensed Users.

7. You hereby grant AT&T a non-exclusive, royalty-free, fully paid-up, worldwide, perpetual license to: (a) Reproduce, prepare derivative works based on, distribute and transmit all or portions of the Derivative Works; and (b) Make, have made, use, offer to sell, sell, license or import any products or services (including computer software) under any and all intellectual property rights (whether protected by patent, copyright, trade secret or otherwise) owned or licensed by you and which cover (i) all or a portion of the Derivative Works (including as executed by a CPU), or (ii) any methods or concepts embodied in, or implemented through the execution by a CPU of, the Derivative Works (whether or not as part of a larger combination). Upon written notice from AT&T, you will provide AT&T with a copy of the source code for any Derivative Work which AT&T may request under this license.

8. AT&T Corp. has no obligation to support or maintain the Source Code and grants you this right to use the Source Code "AS IS".

   YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THE SOURCE CODE. 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, WARRANTIES OF TITLE OR NON-INFRINGEMENT, AND ANY WARRANTY THAT THE SOURCE CODE IS "ERROR-FREE."
   

   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 SOURCE CODE, 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 SOURCE CODE, OR (iii) ANY CLAIM BY ANY THIRD PARTY. 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.
   

9. This Agreement is personal between AT&T and you acting in your own capacity as an individual. You may not accept this Agreement on behalf of any company, corporation or other organization.

10. AT&T may at any time assign or transfer to any company or person, or grant to any company or person a license or sublicense under, all or part of its interest in any rights to the Source Code, this Agreement, or any license granted hereunder. You may not assign, transfer or sublicense your rights hereunder without the written consent of AT&T.

11. AT&T MAY MODIFY THIS AGREEMENT AT ANY TIME, AND SUCH MODIFICATIONS SHALL BE EFFECTIVE AND BINDING IMMEDIATELY UPON POSTING THE MODIFIED AGREEMENT ON THIS WEB SITE. YOU AGREE TO PERIODICALLY REVIEW THIS WEB SITE TO BE AWARE OF SUCH MODIFICATIONS.

12. You shall not, directly or indirectly, export the Source Code or any Derivative Work to any country to which such export is prohibited by law. The term "export" means transferring or releasing to another country, or to a national of another country, the Source Code or any Derivative Work by any means -- physical, electronic or otherwise.

13. 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 the State of New York 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 or the obligations hereunder shall be brought exclusively in a federal or state court of competent jurisdiction sitting in New York. Any cause of action or claim you may have with respect to the Source Code 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.

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