New Atlanta BlueDragon Software License Agreement

IMPORTANT-READ CAREFULLY: This Software License Agreement ("SLA") is a legal contract between you ("Licensee") and New Atlanta Communications, LLC ("New Atlanta" or "NAC") that specifies your rights and obligations regarding the BlueDragon for J2EE Application Servers, BlueDragon for the Microsoft .NET Framework, BlueDragon Server JX and BlueDragon Server software products, and other related materials (the "Software"). As part of the Software download and installation process, you will be asked to accept and be bound by the terms and conditions of this SLA. Carefully read the following terms and conditions before installing or using the Software. You expressly agree that any varying or additional terms contained in any purchase order or any other written notification or document issued by you in relation to the Software licensed hereunder shall be of no effect.

If you do not agree with the terms and conditions of this SLA, do not download, install, or use the Software; promptly delete and destroy all copies of the Software in your possession. In addition, if you are obtaining your limited license rights to use the Software from an authorized VAR/OEM (the "VAR/OEM") of NAC, you may have other obligations with respect to such VAR/OEM.

BY DOWNLOADING, INSTALLING OR USING ANY COPY OF THE SOFTWARE, YOU ACKNOWLEDGE AND CONFIRM THAT YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS SLA.

1. SOFTWARE PRODUCTS AND LICENSE GRANT VERSIONS

The Software is available in four versions: a) limited use Trial/Development version, b) full use, thirty (30) day Evaluation version, c) full use, Non-commercial version and d) full use Commercial version. This SLA governs all four versions of the Software. The Commercial version requires you to pay a license fee. The Trial/Development, Evaluation and Non-commercial versions are provided without charge (but do not constitute "free" software).

1.1 Trial/Development Version Software (BlueDragon for J2EE, BlueDragon for the Microsoft .NET Framework and Server JX Only). Subject to this SLA, NAC grants you a limited, non-exclusive, non-transferable, non-assignable, non-sub-licensable license to download, install and use one (1) copy of the Software on an unlimited number of computers. The Trial/Development version contains built-in limitations that prevent it from being used effectively in production environments. More specifically, BlueDragon for J2EE, BlueDragon for the Microsoft .NET Framework and BlueDragon Server JX provide full functionality for 30 days after install at which time they revert to single IP access. By downloading and/or installing the Software, you agree not to circumvent these limitations by any means, including modifying the Software or its configuration files. You may use this Software solely to evaluate its applicability to your internal processing or for application development. The Trial/Development version may not be used for any commercial deployment or production purposes as these activities require a Commercial version license, which may be obtained via NAC’s web site or by contacting a NAC account representative.

1.2 Evaluation Version Software (BlueDragon for J2EE, BlueDragon for the Microsoft .NET Framework and Server JX Only). Subject to this SLA, NAC grants you a limited, non-exclusive, non-transferable, non-assignable, non-sub-licensable license to download, install and use one (1) copy of the Software for an evaluation period of thirty (30) days from the date you download the Evaluation version or the date you receive an Evaluation license key. You may use this Software solely to evaluate its applicability to your internal processing or application development requirements on a single computer. At the end of the evaluation period, this license shall terminate and will revert to single IP access. By downloading and/or installing the software, you agree not to circumvent these limitations by any means, including modifying the Software or its configuration files. The Evaluation version may not be used for any commercial deployment or production purposes, as these activities require a Commercial Version license, which may be obtained via the web site or by contacting a NAC account representative.

1.3 Non-commercial Version Software (BlueDragon Server). Subject to this SLA, NAC grants you a limited, non-exclusive, non-transferable, non-assignable, non-sub-licensable license to download, install and use BlueDragon Server for development, testing, non-commercial and non-governmental deployment purposes. The term "non-commercial," as used in this SLA, means personal, charitable, academic instructional or other use which (a) is not undertaken for profit, or (b) is not intended to produce works, services, or data for commercial use, or (c) is neither conducted, nor funded, by a person or an entity engaged in the commercial use or application of BlueDragon Server. Without limiting the above restriction, BlueDragon Server may not be used for commercial purposes. Examples of commercial purposes would be running business operations, licensing, leasing, or selling the Software, distributing the Software for use with commercial products, using the Software in the creation or use of commercial products or any other activity which purpose is to procure a commercial gain to you or others. Government or non-instructional academic use of the products does not qualify for a non-commercial license. By downloading and/or installing the software, you agree not to circumvent these limitations by any means, including modifying the Software or its configuration files. In addition, any and all limitations designed into the software may not be circumvented in any manner unless expressly permitted by New Atlanta in writing. This includes, but is not limited to, defeating the SSL limitation by use of a proxy server or by any other means. BlueDragon Server may not be: i) bundled or distributed with yours or any third party application(s), ii) used to provide commercial web hosting services or, iii) used to provide commercial services in an Application Service Provider (ASP) environment, unless a separate and unique agreement is in place with NAC that explicitly grants these rights. It remains the sole responsibility of the Licensee to ensure deployment is for non-commercial and non-governmental use only. For questions about permitted use of this version, please contact NAC.

1.4 Commercial Version Software.

A. BlueDragon for J2EE Application Servers (Fee Based). Subject to this SLA, NAC grants you a limited, non-exclusive, non-transferable, non-assignable, non-sub-licensable, fee-bearing license to download, install and use BlueDragon for J2EE Application Servers on a single Server machine containing the same or fewer CPUs than the total number of CPUs for which you have properly licensed and paid. By downloading and/or installing the software, you agree not to circumvent these limitations by any means, including modifying the Software or its configuration files. You may use BlueDragon for J2EE Application Servers for development, testing and deployment purposes for server-based applications. BlueDragon for J2EE may not be bundled or distributed with yours or any third party application(s), nor may it be used in a hosting or ASP environment, unless a separate written agreement is in place with NAC that explicitly grants you these rights.

B. BlueDragon for the Microsoft .NET Framework (Fee Based). Subject to this SLA, NAC grants you a limited, non-exclusive, non-transferable, non-assignable, non-sub-licensable, fee-bearing license to download, install and use BlueDragon for .NET on a single Server machine containing the same or fewer CPUs than the total number of CPUs for which you have properly licensed and paid. By downloading and/or installing the software, you agree not to circumvent these limitations by any means, including modifying the Software or its configuration files. You may use BlueDragon for the Microsoft .NET Framework for development, testing and deployment purposes for server-based applications. BlueDragon for the Microsoft .NET Framework may not be bundled or distributed with yours or any third party application(s), nor may it be used in a hosting or ASP environment, unless a separate and unique VAR/OEM agreement is in place with NAC that explicitly grants these rights.

C. BlueDragon Server JX (Fee Based). Subject to this SLA, NAC grants you a limited, non-exclusive, non-transferable, non-assignable, non-sub-licensable, fee-bearing license to download, install and use BlueDragon Server JX on a single Server machine. By downloading and/or installing the software, you agree not to circumvent these limitations by any means, including modifying the Software or its configuration files. You may use BlueDragon Server JX for development, testing and deployment purposes for server-based applications. BlueDragon Server JX may not be bundled or distributed with yours or any third party application(s), nor may it be used in a hosting or ASP environment, unless a separate and unique VAR/OEM agreement is in place with NAC that explicitly grants these rights.

2. USE OF SOFTWARE.

2.1 In addition to the license grant rights under Section 1, you may (i) transfer the Software from one Server machine to another provided you delete the Software from the first machine and promptly provide written notice to NAC if the new machine requires additional CPU licenses (CPU licensing applicable to BlueDragon for J2EE Application Servers and BlueDragon for the Microsoft .NET Framework only); however, you may not install the Software on more than one machine at any given time without prior written permission from NAC; (ii) install the Software on a single Server machine if the number of CPUs on that machine are the same or fewer than the number of CPUs for which you have properly licensed and paid (CPU licensing applicable to BlueDragon for J2EE Application Servers and BlueDragon for the Microsoft .NET Framework only); (iii) make one (1) machine-readable copy of the Software including copyright notices for archival purposes; and (iv) make copies of the Software as part of normal backup procedures. Except as explicitly stated in this paragraph, NAC reserves all other rights not expressly granted to you.

2.2 You agree not to (i) modify, port, translate, reverse engineer, disassemble, de-compile, derive source code, or create derivative works based on, nor permit any other party to derive or attempt to derive the source code of the Software by any means; (ii) copy the Software except as stated above; (iii) remove, or allow to be removed, any NAC or its Licensors copyright or other proprietary rights notice from any Software; (iv) take any action that causes the Software to be placed in the public domain; (v) use the Software to develop an application having the same primary function as the Software; (vi) sell, lease, rent, transfer or assign the Software to others or grant others the right to use it; (vii) market, distribute or sublicense copies of the Software to others (unless a separate VAR/OEM or Reseller Agreement is effective); or (viii) use the Software for third-party training, commercial time-sharing (hosting or ASP), rental or service bureau purposes (unless a separate VAR/OEM or Reseller Agreement is effective).

2.3 Any and all beneficiaries of the Software distributed with a third party product or application as defined by section 2.2vii or 2.2viii above, or received by any other means, are strictly prohibited from using the Software for any purpose other than that for which it is properly licensed under a separate written agreement with New Atlanta. Use of the Software for any other purpose requires a Commercial Version license, which may be obtained via NAC’s web site or by contacting a NAC account representative.

3. OWNERSHIP OF THE SOFTWARE.

Title, ownership and all intellectual property rights in and to the Software belong exclusively to NAC and its licensors (which licensors shall have third party beneficiary rights to the extent permitted by applicable law). The Software is protected by US copyright laws, other intellectual property laws and international treaties. Unauthorized copying of the Software is expressly prohibited.

4. LIMITED WARRANTIES

4.1 NAC Trial, Evaluation and Non-commercial Version Software. NAC provides no warranties or remedies, whether express or implied, for the trial, evaluation and non-commercial version. The Software is provided "AS IS".

4.2 NAC Commercial Version Software. NAC warrants that (i) it has full right to enter into and perform this SLA; (ii) to the best of NAC's knowledge, the Software does not violate any U.S. intellectual property rights of a third party under applicable patent or copyright laws; and (iii) during the first sixty (60) days of normal use from the date of purchase from NAC, the Software will perform substantially in accordance with the User Documentation.

4.3 EXCEPT FOR THESE EXPRESS LIMITED WARRANTIES, YOU ACCEPT THE SOFTWARE "AS IS", WITH NO OTHER WARRANTIES OR CONDITIONS OF ANY KIND, WHETHER EXPRESS, OR IMPLIED BY STATUTE, COMMON LAW, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NAC makes no representations, warranties, conditions or guarantees that, (i) the Software will satisfy your requirements or function without interruption, errors or defects, (ii) the results that may be obtained from the use of the Software or materials will be effective, accurate or reliable, and (iii) the applications developed with the Software or regarding Software which has been modified or altered by any party other than NAC or to any problems caused by computer hardware or operating systems. Some states or jurisdictions do not allow the exclusion of implied warranties; therefore the warranty language above may not apply to you. In such case, NAC's liabilities shall be limited by the provision below.

5. LIMITATION OF LIABILITY

IN NO EVENT WILL NAC OR ITS LICENSORS BE LIABLE FOR INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, BUSINESS INTERRUPTION OR LOST PROFITS) EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NAC'S TOTAL LIABILITY TO YOU OR ANY THIRD PARTY FOR A CLAIM OF ANY KIND RELATED TO THIS SLA, WHETHER FOR BREACH OF CONTRACT OR WARRANTY, STRICT LIABILITY, NEGLIGENCE OR OTHERWISE, SHALL NOT EXCEED THE AMOUNT OF LICENSE FEES ACTUALLY PAID TO NAC FOR YOUR USE OF THE SOFTWARE INVOLVED IN THIS CLAIM. NO ACTION, REGARDLESS OF FORM, ARISING OUT OF THE TRANSACTIONS UNDER THIS SLA MAY BE BROUGHT BY YOU MORE THAN ONE YEAR AFTER THE EVENTS WHICH GAVE RISE TO THE CAUSE OF ACTION OCCURRED.

6. TERM AND TERMINATION

This SLA shall be perpetual, except that NAC or VAR/OEM may terminate (and deactivate such use through remote means or otherwise) your right to use the Software upon notice to you (which may be delivered electronically by the same means as the Software is distributed) upon (i) any breach by you of the terms of this SLA which breach has not been cured within 30 days of written notice being provided to you concerning such breach, or (ii) if NAC has not received payment from either you or the VAR/OEM for the applicable license fees for your use of the Software. You may also terminate this SLA at any time by destroying or erasing your copies of the Software. Upon the termination of this SLA, you must discontinue all use of the Software and remove the Software from all computers owned or controlled by you.

7. MISCELLANEOUS

7.1 NAC reserves the right at any time to cease the support of the Software, and to alter prices, features, specifications, capabilities, functions, licensing terms, release dates, general availability, or other characteristics of the Software. In addition, unless you pay all required maintenance and support fees for the Software on an ongoing and timely basis neither NAC nor VAR/OEM shall have any obligation to provide maintenance and support for your use of the Software.

7.2 This SLA may not be assigned by you without written consent of NAC. Notwithstanding the above, this SLA shall be binding upon and inure to the benefit of the successors or assigns of the parties.

7.3 This SLA contains the entire agreement and understanding between the parties with respect to its subject matter, and supersedes all prior or contemporaneous agreements, negotiations, proposals and communications between the parties on this subject matter. All modifications to this SLA must be in writing and signed by both parties. This SLA takes precedence over any purchase order issued by you, which is accepted by NAC for administrative convenience only. If any court of competent jurisdiction determines that any provision of this SLA is invalid, such portion shall be deemed eliminated and the remainder of this SLA shall remain in effect in accordance with its terms as modified by such deletion. Failure or delay of either party to exercise any right or remedy hereunder shall not constitute a waiver of rights or remedies under this SLA.

7.4 This SLA is governed by the laws of the State of Georgia, except as to those provisions dealing with conflicts of laws principles.

7.5 You hereby agree that any legal actions with respect to disputes or other matters arising under this Agreement may be brought in the state, county or federal courts located in the State of Georgia and you hereby submit to the jurisdiction of any such court in such matters.

7.6 This SLA is subject to all applicable laws and regulations of the US Government (and any other jurisdiction where the Software is lawfully used), and to all administrative acts of the US Government pursuant to such laws and regulations. You hereby certify that you will not directly or indirectly, export, re-export, or transship the Software or related information. Products intended for use within or for any US Federal Government agency are provided with "Restricted Rights" as defined in the FAR 52.227-19 or DFARS 252.227-7013.

                    New Atlanta Communications, LLC 12/03/2007