SUPPORTNOW CLICKWRAP LICENSE AGREEMENT - US [1/10/2000] -IMPORTANT- Read This Carefully Before Installing The Software THIS IS A LEGAL AGREEMENT BETWEEN YOU AND SEAGATE SOFTWARE, INC. BEFORE CONTINUING WITH THE INSTALLATION OF THE SOFTWARE, YOU MUST READ, ACKNOWLEDGE AND ACCEPT THE TERMS AND CONDITIONS OF THE SOFTWARE LICENSE AGREEMENT WHICH FOLLOWS. THE SOFTWARE LICENSE AGREEMENT MAY ALSO BE FOUND IN THE LICENSE.TXT FILE CONTAINED WITHIN THE SOFTWARE. WHEN PROMPTED, PLEASE INDICATE WHETHER YOU ACCEPT OR DO NOT ACCEPT THE TERMS AND CONDITIONS OF THE SOFTWARE LICENSE AGREEMENT. IF YOU DO NOT ACCEPT SUCH TERMS AND CONDITIONS, YOU SHOULD CLICK ON THE DO NOT ACCEPT BUTTON BELOW AND THE INSTALLATION PROCESS WILL CEASE. IF YOU HAVE ANY QUESTIONS REGARDING THE SOFTWARE LICENSE AGREEMENT, YOU MAY WRITE, SEAGATE SOFTWARE, INC., LICENSING DEPARTMENT, P.O. BOX 67427, SCOTTS VALLEY, CA 95067, U.S.A. SEAGATE SOFTWARE LICENSE AGREEMENT 1. GRANT OF LICENSE: Seagate Software, Inc. ("Seagate") grants to you, the end user, a personal, nonexclusive license to use a single copy of the NetManage SupportNow software program, including any updates and documentation provided by Seagate in connection therewith (the "Software"), solely for your own internal use, and solely in accordance with the terms and conditions of this software license agreement ("Agreement"). The Software is licensed, not sold, to you. You acknowledge that the Software is designed to permit Seagate and its authorized contractors ("Support Providers") to access your computer systems, applications and files in order to facilitate the support and maintenance of certain Seagate software applications, including other third-party applications which you may be using in conjunction with such Seagate applications. The Software permits you to control the access rights and privileges granted to these Support Providers and, therefore, to the extent you have granted access rights to a Support Provider, you grant such Support Provider the right to access and manipulate your computer systems, applications, files and associated data as reasonably necessary to provide you with support and maintenance. This Agreement is a license to use the Software and does not entitle you to any support or telephone assistance from Seagate. However, you may order support services pursuant to a separate agreement with Seagate. 2. RESTRICTIONS: Except as expressly permitted by this Agreement, you hereby acknowledge and agree that: (1) you will not modify or translate the Software, except that you may configure the Software using the menus, options and tools provided for such purposes and contained in the Software; (2) you will not copy the Software except as permitted in Section 3; (3) you will not in any way reverse engineer, disassemble or decompile the Software or any portion thereof except to the extent and for the express purposes authorized by applicable law notwithstanding this limitation; (4) you will not use the Software on a timesharing basis or to operate a service bureau facility for the benefit of third- parties; (5) you will not transmit, or provide access to, the Software over a network except for operation of the Software as described in the associated documentation; (6) you will not use the Software other than in connection with the support of Seagate software applications by Support Providers; and (7) you will not sublicense, assign, rent, sell, lease, distribute or otherwise transfer the Software or any of the rights granted by this Agreement, except that you may physically transfer the Software from one computer to another computer under your control and you may transfer the Software (including all prior versions if the Software is an update) and accompanying written materials on a permanent basis to the successor or purchasing entity pursuant to a merger, corporate reorganization or sale of relevant assets, provided you retain no copies and the recipient agrees to the terms of this Agreement. If you wish to develop and/or test an interface to the Software or merge the Software with any other software, you shall inform Seagate and Seagate, at its option, may provide you with information sufficient to enable interoperability between the Software and such other software or products. 3. COPYRIGHT: The Software is copyrighted by Seagate and/or its suppliers and is protected by United States copyright and patent laws and international treaty provisions. You may not copy the Software except to provide a backup copy and to load the Software into computers as part of executing the Software. Solely with respect to documentation included with the Software, you may make a reasonable number of copies (either in hardcopy or electronic form), provided that such copies shall be used only in connection with your licensed use of the Software and are not republished or distributed to any third party. You must reproduce and include all copyright notices, trademarks or other proprietary legends of Seagate and its suppliers on any copy of the Software or documentation made by you. Any and all other copies of the Software and/or the documentation made by you are in violation of this Agreement. 4. OWNERSHIP AND CONFIDENTIALITY: You agree that Seagate and/or its suppliers retain all right, title and interest in and to the Software and all copies at all times, regardless of the form or media in or on which the original or other copies may subsequently exist. You agree that you neither own nor hereby acquire any claim or right of ownership to the Software or to any related patents, copyrights, trademarks or other intellectual property. You agree to use your best efforts to prevent and protect the contents of the Software from unauthorized disclosure or use. Seagate and/or its suppliers reserve all rights not expressly granted to you. Seagate's suppliers and Support Providers are the intended third party beneficiaries of this Agreement and have the express right to rely upon and directly enforce the terms set forth herein. Seagate will use reasonable efforts to maintain the confidentiality of any non-public information and data which you may disclose, or which Seagate may observe, pursuant to Seagate's access to your computer systems during the conduct of its support activities; provided such information and data has been conspicuously marked as "confidential" or "proprietary". Notwithstanding the foregoing, you acknowledge that the communications sessions utilized by the Software are implemented through the Internet, which is inherently insecure, and Seagate shall not be liable for any security breaches occurring on the Internet. You should take the foregoing into account when granting the Support Providers any access privileges. You further agree that you will not release the results of any performance or functional evaluation of the Software to any third party without the prior written approval of Seagate for each such release. 5. TERM AND TERMINATION: This Agreement is effective until terminated. You may terminate this Agreement at any time by providing Seagate with written notice, provided that you have complied with the destruction policies set forth below. This Agreement will automatically terminate if you fail to comply with its terms and conditions. You agree that, upon any termination, you will destroy all the materials delivered to you and certify to Seagate, in writing, that all copies and partial copies thereof have been completely destroyed and are no longer being used. Sections 2, 4, 6, 7, 8, 9 and 10 shall survive any expiration or termination of this Agreement. 6. DISCLAIMER OF WARRANTIES: BECAUSE THE SOFTWARE IS PROVIDED FREE OF CHARGE, THERE IS NO WARRANTY FOR THE SOFTWARE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SOFTWARE AND ANY SERVICES PROVIDED UTILIZING THE SOFTWARE ARE PROVIDED "AS IS" WITHOUT ANY WARRANTIES, CONDITIONS, REPRESENTATIONS OR GUARANTIES OF ANY KIND, EITHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, ORAL OR WRITTEN, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OR CONDITIONS: (I) OF MERCHANTABILITY; (II) OF SATISFACTORY OR MERCHANTABLE QUALITY; (III) OF FITNESS FOR A PARTICULAR PURPOSE; (IV) OF NONINFRINGEMENT; OR (V) ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE. SEAGATE DOES NOT WARRANT THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT. SOME STATES/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. 7. LIMITATIONS OF LIABILITY: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL SEAGATE OR ITS DISTRIBUTORS, SUPPLIERS, SUPPORT PROVIDERS, OR AFFILIATES BE LIABLE FOR: (I) COSTS OF SUBSTITUTE GOODS OR SERVICES; (II) SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER, WHETHER IN AN ACTION OF CONTRACT OR TORT, EVEN IF SEAGATE OR ANY OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; (III) ANY CLAIM AGAINST YOU BY ANY THIRD PARTY; AND (IV) ANY DAMAGES, LOSSES OR INJURIES TO YOU, OR THOSE CLAIMING THROUGH YOU, IN EXCESS OF ONE YEAR'S ANNUAL SUPPORT FEES PAID BY YOU TO SEAGATE. THESE LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. YOU AGREE THAT THIS LIMITATION OF LIABILITY IS REASONABLE GIVEN THAT THE SOFTWARE IS PROVIDED FREE OF CHARGE. SOME STATES/JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. Furthermore, you acknowledge that you may configure the Software so as to permit the Support Providers to access your computer systems, files and associated data for support and maintenance purposes. This access is merely to facilitate support on your behalf, and you remain solely responsible for backing up your systems, files and data. The Support Providers shall not be liable to you, regardless of the cause of action, including the Support Providers' own negligence, for any loss of data or loss of use of your computer systems due to their support activities or their use of the Software. If the Software proves defective, your exclusive remedy, and Seagate's sole responsibility, shall be to provide you with that level of support contracted by you with Seagate, but without utilizing the Software. 8. EXPORT CONTROLS: None of the Software or underlying information or technology may be exported or re-exported into (or to a national or resident of) any country in violation of the export-control laws and administrative regulations of the United States, or any other applicable jurisdiction. By using the Software, you are agreeing to the foregoing and you are representing and warranting that you are not located in, under the control of, or a national or resident of any such country. 9. U.S. GOVERNMENT RIGHTS: The Software is a "commercial item," as that term is defined at 48 C.F.R. 2.101 (Oct. 1995), consisting of "commercial computer software" and "commercial computer software documentation," as such terms are used in 48 C.F.R. 12.212 (Sept. 1995). Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202- 4 (June 1995) (or an equivalent provision, e.g., in supplements of various U.S. government agencies, as applicable), all U.S. Government users acquire the Software with only those rights set forth herein. Manufacturer is Seagate Software, Inc., 915 Disc Drive, Scotts Valley, CA 95066. You must affix the following legend to each copy of the Software: "Use, duplication, reproduction, or transfer of this commercial software and accompanying documentation is restricted in accordance with FAR 12.212 and DFARS 227.7202 and by a license agreement. Contact Legal Department, Seagate Software, Inc., P.O. Box 67427, Scotts Valley, California, 95067, U.S.A." 10. GENERAL: Except as otherwise preempted by United States federal law, this Agreement is governed by the laws of the State of California, United States, without reference to conflict of laws provisions or the United Nations 1980 Convention on Contracts for the International Sale of Goods and any amendments thereto. If any provision of this Agreement is ruled invalid, such invalidity shall not affect the validity of the remaining portions of this Agreement. This Agreement and the agreements referenced herein constitute the entire agreement between you and Seagate regarding the subject matter herein, and this Agreement may not be modified except by an instrument in writing duly signed by an authorized representative of each of the parties. If you are acquiring the Software on behalf of an entity, you represent and warrant that you have the legal capacity to bind such entity to this Agreement. Since the Software is provided free of charge all terms of (i) any purchase order or other ordering document submitted by you, and (ii) any master license or purchase agreement between you and Seagate, shall be superseded by this Agreement. The product name for the Software is a trademark or registered trademark of Seagate and/or its suppliers. Should you have questions concerning this Agreement, please contact your local Seagate sales office or authorized reseller, or write to: Seagate Software, Inc., Attn: Contracts Department, 915 Disc Drive, Scotts Valley, CA 95066. Please indicate below whether you accept, or do not accept, the terms and conditions of this Software License Agreement. I ACCEPT THE TERMS AND CONDITIONS OF THE SOFTWARE LICENSE AGREEMENT. _____ I DO NOT ACCEPT THE TERMS AND CONDITIONS OF THE SOFTWARE LICENSE AGREEMENT.