LIMITED LICENSE FOR COMMERCIAL USE OF THE DIVERSITY UNIVERSITY EDUCORE MOO DATABASE SOFTWARE 1. INTRODUCTION. Please read this License Agreement ("License") carefully since it contains important contract rights and obligations between you ("you") and DU Educational Technology Services, Inc. ("DUETS, Inc."), as well as important limitations on those rights. Agreement to this License is required for use of the Software and Documentation, as defined below. The effective date of this License is the date set forth below DUETS, Inc.'s signature. 2. DEFINITIONS. This License applies to the Software and the Documentation. The "Software" is the Diversity University eDUcore MOO Database and associated components. A "MOO Database" is a Multi-user-domain Object Oriented ("MOO") database that when accessed by a MOO Server can be used to simulate a virtual reality world. A "MOO Server" is software that interprets a MOO Database, and performs those functions on the machine on which it runs to allow users to access a virtual world simulated by the MOO. Together a MOO Database and a MOO Server comprise a "MOO System." The "Documentation" is the user documentation, manuals, instructions or descriptions relating to the Software that DUETS, Inc. generally makes available. 3. SCOPE OF GRANT. DUETS, Inc. grants you a non-exclusive, non-assignable, limited, worldwide, fully paid license to use the Software and the Documentation for commercial purposes. The Software comprises a MOO Database and associated components only, and in order to establish an operating MOO System YOU MUST ALSO OBTAIN A COMPATIBLE MOO SERVER TO RUN THE MOO DATABASE. In addition, the Software contains elements derived from the LambdaCore MOO database, which elements may be subject to their own copyright and other licensing issues. This License only extends to elements of the Software created or licensed for distribution by DUETS, Inc. DUETS, Inc. makes no representations or warranties with respect to the LambdaCore MOO database from which elements of the Software are derived, or related intellectual property rights. (a) As a commercial licensed user, you may: (i) install the Software in any single MOO System; (ii) run the Software on any single computer; (iii) copy the Software and the Documentation for private archival purposes, provided each copy must contain all of the original proprietary and intellectual property rights notices; and (iv) modify the Software or create derivative works of the Software ("Derivative Works"), subject to the limitations and conditions described in this License, and provided any Derivative Work must contain all of the original proprietary and intellectual property rights notices. (b) As a commercial licensed user, you may not: (i) copy the Software or the Documentation other than as specified above; (ii) distribute or resell the Software or the Documentation; (iii) remove any proprietary or intellectual property rights notices or labels on the Software or the Documentation; (iv) rent, lease, grant a security interest in, or otherwise transfer rights to the Software or the Documentation; or (v) distribute any Derivative Work which is the result of the Software being modified (as opposed to being used to create or facilitate an end result) without DUETS, Inc.'s prior written consent, which DUETS, Inc. may not unreasonably withhold. (c) This License does not include or apply to any updates or support for the Software, which may, however, be available under a separate license. 4. PAYMENT. You shall pay to DUETS, Inc. a license fee of US$2,000, payable upon receipt of a signed original of this license by DUETS, Inc., and delivery of a copy of the Software to you together with an invoice for the amount due. If DUETS, Inc. does not receive payment within 30 days of the date of the invoice, it may impose a late fee of 1.5% per month or the highest amount allowed by applicable law, whichever is greater. 5. TITLE. Title, ownership rights, and intellectual property rights in the Software and the Documentation shall remain in DUETS, Inc. This License does not include the right to sublicense the Software or the Documentation and may not be assigned (by operation of law or otherwise) without the prior written consent of DUETS, Inc. You are permitted to modify or create Derivative Works. However all portions of the Software that were included in the original version of the Software will continue to be owned by DUETS, Inc. and may not be sublicensed or otherwise assigned without the prior written consent of DUETS, Inc. In addition, if you have modified the Software in any way, any notification that appears to users of the Software that they are using the Software, or that appears elsewhere on your systems, literature, or marketing materials, must also carry prominent notification that you have modified the Software and that the Software that users are using is derived from or run on a "modified Diversity University eDUcore" database. In no case will you remove any proprietary or intellectual property rights notices from the Software or the Documentation. You may use DUETS, Inc.'s name or trademarks only as specifically allowed by this License or by DUETS, Inc.'s policies that it may announce from time to time. "Diversity University," the "DU" logo, "du.org" and "eDUcore" are all trademarks of DU Educational Technology Services, Inc. 6. CONTENT. Title, ownership rights, and intellectual property rights in and to any materials accessed through the Software is the property of the applicable materials' owner and may be protected by applicable copyright or other law. This License gives you no rights to such materials, nor does DUETS, Inc. have any liability for your use of materials accessed using the Software. 7. DISCLAIMER OF WARRANTY. THE SOFTWARE AND THE DOCUMENTATION ARE PROVIDED ON AN "AS IS" BASIS, WITHOUT WARRANTY OF ANY KIND, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON- INFRINGEMENT. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SOFTWARE OR THE DOCUMENTATION IS BORNE BY YOU. SHOULD THE SOFTWARE PROVE DEFECTIVE, YOU AND NOT DUETS, INC. ASSUME THE ENTIRE COST OF ANY SERVICE AND REPAIR. IN ADDITION, THE SECURITY MECHANISMS IMPLEMENTED BY THE SOFTWARE HAVE INHERENT LIMITATIONS, AND YOU MUST DETERMINE THAT THE SOFTWARE SUFFICIENTLY MEETS YOUR REQUIREMENTS. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS LICENSE. SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU AND YOU MAY HAVE OTHER LEGAL RIGHTS THAT VARY FROM STATE TO STATE OR BY JURISDICTION. 8. LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (CONTRACT, TORT - INCLUDING NEGLIGENCE - OR OTHERWISE), SHALL DUETS, INC. OR ITS TRUSTEES, EMPLOYEES, CONTRACTORS, SUPPLIERS, DISTRIBUTORS OR RESELLERS BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES, OR FOR ANY DIRECT DAMAGES, EVEN IF DUETS, INC. OR ITS TRUSTEES, EMPLOYEES, CONTRACTORS, SUPPLIERS, DISTRIBUTORS OR RESELLERS SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF THOSE DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY. THIS LIMITATION OF LIABILITY SHALL NOT APPLY TO LIABILITY FOR DEATH OR PERSONAL INJURY TO THE EXTENT APPLICABLE LAW PROHIBITS THIS LIMITATION. IN ADDITION, SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO, TO THE EXTENT THAT THEY DO NOT, THESE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU. 9. INDEMNIFICATION. You agree that in using, copying, modifying or any other activity involving the Software, you will not violate any other person's rights, including that person's intellectual property rights. You further agree that if a party makes a claim against DUETS, Inc. claiming any violation of his/her rights that appears to be the result of your use, copying, modification or any other activity involving the software, you agree to indemnify, defend and hold DUETS, Inc. harmless against such claim and to be responsible for any damages or other relief awarded as a result of the claim and any attorneys fees incurred by DUETS in connection with such claim. You further agree to give DUETS, Inc. immediate notice of any demands, claims or other actions against you that involve alleged violations of another's rights by the use, modification and reproduction of the Software. 10. HIGH RISK ACTIVITIES. The Software is not designed, manufactured or intended for use or resale as on-line control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, direct life support machines, or weapons systems, in which the failure of the Software could lead directly to death, personal injury, or severe physical or environmental damage ("High Risk Activities"). DUETS, Inc. and its trustees, employees, contractors, suppliers, distributors and resellers specifically disclaim any express or implied warranty of fitness for High Risk Activities. 11. TERMINATION. Either party may terminate this License if that party believes that there has been a default by the other party. In addition, this License will terminate automatically if you fail to comply with the limitations described in this License. You may terminate this License at any time by destroying the Software and the Documentation, and all copies, including those installed in a MOO database system. Upon any termination of this License, you shall immediately discontinue use of the Software and the Documentation and destroy all your copies of the Software and the Documentation, and certify in writing to DUETS, Inc. that this destruction has occurred. All sections of this License, except for Section 3, survive termination of this License. If DUETS, Inc. receives your notice of termination not more than 14 days after it receives timely payment (no late charges accrued) from you per Section 4, the full payment will be returned to you. 12. GOVERNING LAW AND DISPUTES. Since DUETS, Inc. is a nonprofit corporation organized under the laws of the State of Ohio, USA, this License is to be interpreted under Ohio law and under United States law for issues governed by federal law (except for conflicts of law principles) and, unless DUETS, Inc. agrees to another jurisdiction or tribunal, all disputes as to this License, if they cannot be resolved by the parties between themselves, will be brought in state or federal courts located in Ohio, and you agree that those courts will have jurisdiction over those disputes. 13. MISCELLANEOUS. This License represents the complete and exclusive statement of the agreements concerning this License between the parties and supersedes all prior and contemporaneous agreements and representations between them. This License may only be amended in a writing signed by both parties. If any provision of this License is held to be unenforceable for any reason, that provision shall be reformed only to the extent necessary to make it enforceable, and that decision shall not affect the enforceability (i) of that provision under other circumstances or (ii) of the remaining provisions of this License under all circumstances. If either party waives any provision of this License, that waiver shall not be deemed to be a continuing waiver of the same or any other provision. Headings shall not be considered in interpreting this License. Any rights not expressly granted in this License are reserved by DUETS, Inc. DU Educational Technology Services, Inc. _________________________________ By: _____________________________ By: _____________________________ Name: ___________________________ Name: ___________________________ Title: __________________________ Title: __________________________ Date: ___________________________ Date: ___________________________ ______________________________________________________________ License version: 5/27/98