Subject to the terms and conditions of this License Agreement (the "Agreement"), Psitrust.com s.r.l. ("Psitrust") grants to You a non-transferable non-exclusive, limited license to use the focuseek searchbox in binary executable form only (the "Software"), on one (1) server configured as specified in your contract, purchase order, or invoice, and the documentation therefor (collectively the "Product"), solely in conjunction with the permitted use hereunder. Such use shall be solely to (i) provide an index of content You select for search only by You, Your employees and Your contractors; or (ii) provide an index of content created or maintained by You or Your customers and located on a public Web server maintained by You for search by the public. This license shall be limited to indexing the number ("Number") of documents, sites, clients and collections, respectively, specified on Your contract, purchase order, or invoice. If You desire to increase the Number, You may do so by notifying Psitrust and paying the applicable price. If this license is provided to you as part of another product based on searchbox technology, it must be intended as "OEM license" and further restrictions could be set by the license of that product itself. A license key which enables the Software may be forwarded to You electronically.

The Software may include the following software modules, listed in no particular order and licensed as specified:

The aforementioned modules are © of their respective owners.

All the source code included in the Product may be used only in conjunction with the Software, and modifications to such source code may be made to facilitate use of the Software; provided, however, such use and modifications shall be subject to all the terms and conditions of this Agreement.

You may make one (1) backup copy of the Software, provided such backup copy is not used on any computer. Any copies that you are permitted to make pursuant to this Agreement must contain the same copyright and other proprietary notices that appear on or in the Software.

Nothing herein shall be construed as granting license rights to the Software for any other purpose, including, without limitation, a general Internet or general intranet search service.

THE PRODUCT MAY NOT BE USED, COPIED, TRANSFERRED, OR MODIFIED EXCEPT AS EXPRESSLY PERMITTED BY THIS AGREEMENT.

All right, title, and interest (including copyright) in and to the Product shall remain in Psitrust and/or its licensors. The Product is also protected by European Community Copyright law and international treaty provisions. Portions of the Software may be patented.

The Product and the structure, organization, and code of the Software are confidential and proprietary information of Psitrust and/or its licensors. You agree to take adequate steps to protect the Product from unauthorized disclosure or use. You acknowledge that the source code of the Software remains a confidential trade secret of Psitrust and/or its licensors.

Except as expressly permitted herein, You agree not to adapt, translate, or modify the Software. You agree not to decipher, decompile, disassemble, reverse engineer, or otherwise attempt to discover the source code of the Software, or to knowingly allow others to do so, except to the extent applicable laws specifically prohibit such restriction. You also agree not to alter the Number or create license keys that enable the Software, or to knowingly allow others to do so. You shall have a non transferable, non exclusive license to display an icon to be provided by Psitrust from time to time (the "Icon") solely to advertise that You are using the Software. Your use of such Icon shall be in accordance with accepted trademark practice, including identification of the trademark owner's name. Your use of any trademark does not give You any rights of ownership in that trademark. Except as stated above, this Agreement does not authorize You to use any Psitrust name, trademark, or logo nor grant any intellectual property rights in the Software. Any trademark, trade name, copyright, or other proprietary notices, legends, symbols, or labels appearing on or in the Software provided to You shall not be removed or altered and shall be accurately reproduced by You on any and all copies of the Software. Title, ownership rights, and intellectual property rights in and to the content accessed through the Software are the property of the applicable content owner and may be protected by applicable copyright or other law. This Agreement grants no rights to such content, and Psitrust disclaims any responsibility arising out of or related to any access to intellectual property provided or furthered by use of the Software.

If the Software is provided for demonstration and evaluation purposes ("Evaluation Use"), it may be used by You for no longer than thirty (30) days (or such longer period authorized by Psitrust in writing), in order for You to determine whether to purchase a license to enabled Software. The following sections of this Agreement shall not apply to any Evaluation Use: paragraph d of License, paragraph i of LIMITED WARRANTY AND WARRANTY DISCLAIMER and UPDATES, UPGRADES AND SUPPORT. In the event You subsequently purchase a license to enabled Software, the forgoing sections shall become effective upon payment of the applicable license fees.

LIMITED WARRANTY. Psitrust warrants that, for a period of thirty (30) days following shipment of the Software, (i) the Software will perform in all material respects in conformance with Psitrust's then current specifications for the Software set forth in the written or electronic documentation provided by Psitrust with the Software; and (ii) Psitrust represents that it uses virus checking software commonly used in the industry to check the Software for viruses prior to making the Software generally commercially available. Psitrust does not warrant that the Software will meet all of Licensee's requirements or that the use of the Software will be uninterrupted or error-free. Psitrust's sole obligation under the limited warranties set forth above is to use commercially reasonable efforts to correct or replace any non-conforming Software once Psitrust has been made aware of such non-conformance or, in Psitrust's sole discretion, to terminate this Agreement and refund all amounts paid by Licensee hereunder with respect to such Software.

DISCLAIMER. PSITRUST ASSUMES NO RESPONSIBILITY FOR THE SELECTION OF THE PRODUCT TO ACHIEVE ANY INTENDED PURPOSES, FOR THE PROPER INSTALLATION AND USE OF THE PRODUCT OR FOR VERIFYING THE RESULTS OBTAINED FROM USE OF THIS PRODUCT. EXCEPT AS EXPRESSLY SET FORTH IN PARAGRAPH a of License ABOVE, PSITRUST AND ITS LICENSORS DO NOT AND CANNOT WARRANT THE PERFORMANCE OR RESULTS YOU MAY OBTAIN BY USING THE SOFTWARE. PSITRUST AND ITS LICENSORS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY OF THE PRODUCT, OR ABOUT ANY CONTENT OR INFORMATION MADE ACCESSIBLE BY THE SOFTWARE, FOR ANY PURPOSE. EXCEPT AS EXPRESSLY SET FORTH IN PARAGRAPH a of License ABOVE, THE PRODUCT IS PROVIDED "AS IS" WITHOUT EXPRESS OR IMPLIED WARRANTIES, INCLUDING, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON INFRINGEMENT. NEITHER PSITRUST NOR ITS LICENSORS WARRANT THAT THE OPERATION OF THE PRODUCT WILL BE UNINTERRUPTED, ERROR-FREE OR VIRUS-FREE. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, PSITRUST MAKES NO REPRESENTATION THAT PSITRUST WILL SUPPORT THE PRODUCT AND/OR WILL ISSUE UPDATES OR ENHANCEMENTS TO THE PRODUCT. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. IN THAT EVENT, TO THE EXTENT PERMISSIBLE, ANY IMPLIED WARRANTIES ARE LIMITED IN DURATION TO THIRTY (30) DAYS FROM THE DATE OF DELIVERY OF THIS PRODUCT. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS. YOU MAY HAVE OTHER RIGHTS, WHICH VARY FROM JURISDICTION TO JURISDICTION.

You may elect to receive either: (i) Standard Support; or (ii) Premium Support; and/or (iii) Upgrade Protection based on the criteria and as set forth in the attached Exhibit A ("Support").

Updates and Upgrades. To the extent You have subscribed to receive Support and upgrades, and so long as You have paid all fees associated with such services, Psitrust will make available to You within a reasonable time after publication one copy of each update and/or one upgrade in accordance with the number of licensed copies of the Software paid for by You. You may acquire additional copies of such updates, upgrades, and/or applicable documentation (if any) at Psitrust's then current standard rates.

Support. To the extent that You have subscribed to receive Support and so long as You have paid all fees associated with such Support, Psitrust will provide You with Support in accordance with the particular support offering You elect to receive. Support will be provided by one or more of the following methods: telephone, email or World Wide Web. Support will include: (i) assistance related to questions on the installation and operational use of the Software; (ii) assistance in identifying and verifying the causes of suspected errors in the Software; and (iii) providing workarounds for identified Software errors or malfunctions, where reasonably available to Psitrust. You will ensure that only persons properly trained in the operation and usage of the Software will utilize the Support. Upon request, You will allow Psitrust remote access to and use of on-line diagnostics of the Software during error diagnosis and testing process.

Error Corrections. During the term of a Support subscription, Psitrust shall use its reasonable efforts to correct any reproducible error in the Software. Psitrust shall have no obligation to correct all errors in the Software. Upon identification of any error, You shall notify Psitrust of such error and shall provide Psitrust with enough information to reproduce the error.

Limitations. Psitrust shall not be responsible for correcting any errors not reproducible by Psitrust on the unmodified Software or errors caused by: (i) Your failure to implement all updates and upgrades issued under this Agreement; (ii) changes to the operating system or environment which adversely affect the Software; (iii) any alterations of or additions to the Software made by parties other than Psitrust; (iv) use of the Software in a manner for which it was not designed; or (v) accident, negligence, or misuse of the Software. To the extent that You have subscribed to receive Support and so long as You have paid all fees associated with such Support, Psitrust will provide Support until the Software enters End of Life ("EOL"). The earliest that the Software can enter EOL is twelve (12) months after general commercial release of the Software. Psitrust will notify You of a planned EOL announcement of its Software six (6) months before the published date. Support for any earlier versions or for errors not covered under this Agreement may be obtained, if available, at Psitrust's then current rates.

Termination for Default. If either party defaults in the performance of or compliance with any of its material obligations under this Agreement, and such default has not been remedied or cured within thirty (30) days after written notice specifying the default or, if the nature of the default is such that more than (30) days are required for the cure thereof, the defaulting party fails to commence its efforts to cure such breach or default within such thirty (30) days and to diligently prosecute the same to completion thereafter, in addition to its other rights and remedies under law the non-defaulting party may terminate this Agreement.