DOUBLECLICK© INC. ("DoubleClick") SOFTWARE END USER LICENSE AGREEMENT ("EULA")

IMPORTANT: THIS SOFTWARE EULA IS A LEGAL AGREEMENT BETWEEN YOU (EITHER AN INDIVIDUAL OR, IF PURCHASED OR OTHERWISE ACQUIRED BY OR FOR AN ENTITY, AN ENTITY) AND DOUBLECLICK. READ IT CAREFULLY BEFORE COMPLETING THE INSTALLATION PROCESS AND USING THE SOFTWARE. IT PROVIDES A LICENSE TO USE THE SOFTWARE AND CONTAINS WARRANTY INFORMATION AND LIABILITY DISCLAIMERS. BY INSTALLING AND USING THE SOFTWARE, YOU ARE CONFIRMING YOUR ACCEPTANCE OF THE SOFTWARE AND AGREEING TO BECOME BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, THEN DO NOT INSTALL THE SOFTWARE. THIS EULA SHALL APPLY ONLY TO THE SOFTWARE SUPPLIED BY DOUBLECLICK HEREWITH REGARDLESS OF WHETHER OTHER SOFTWARE IS REFERRED TO OR DESCRIBED HEREIN.

1. Definitions

(a)"End User Product" means an Output File, which contains the Macromedia, Inc. Run-Time, generated by you, including DoubleClick Run-Time inserted by the DoubleClick Rich Media Ad Kit.

(b)"DoubleClick Run-Time" means that portion of the Software included in the End User Product.

(c)"DoubleClick" means DoubleClick Inc.

(d)"Output File" means an output file generated by you using the Software (which may include Software owned or licensed by DoubleClick, the ownership of which remains with DoubleClick).

(e)"Software" means only the DoubleClick software program(s) and third party software programs, in each case, supplied by DoubleClick and/or its licensors herewith, and corresponding documentation, associated media, printed materials, and online or electronic documentation.

2. License Grants

The licenses granted in this Section 2 are subject to the terms and conditions set forth in this EULA:

(a) Subject to Section 2(b), you may install and use the Software on a single computer; OR install and store the Software on a storage device, such as a network server, used only to install the Software on your other computers over an internal network, provided you have a license for each separate computer on which the Software is installed and run. Except as otherwise provided in Section 2(b), a license for the Software may not be shared, installed or used concurrently on different computers.

(b) You may make one copy of the Software in machine-readable form solely for backup purposes. You must reproduce on any such copy all copyright notices and any other proprietary legends on the original copy of the Software. You may not sell or transfer any copy of the Software made for backup purposes. In addition, you may make copies of the End User Product, and the associated DoubleClick Run-Time, and distribute those copies; provided, however, that the DoubleClick Run-Time may not be distributed or used other than as bundled with the Output File as part of the End User Product.

(c) You agree that DoubleClick may audit your use of the Software for compliance with these terms at any time, upon reasonable notice. In the event that such audit reveals any use of the Software by you other than in full compliance with the terms of this Agreement, you shall reimburse DoubleClick for all reasonable expenses related to such audit in addition to any other liabilities you may incur as a result of such non-compliance.

(d) Unless otherwise set forth in the documentation relating to such code and/or the Software or in a separate agreement between you and DoubleClick, you may modify the source code form of those portions of such software programs that are identified as sample code, sample application code, or components (each, "Sample Application Code") in the accompanying documentation solely for the purposes of designing, developing and testing advertisements to be run on DoubleClick’s proprietary ad serving system, i.e., DoubleClick’s DART system (“DoubleClick System”); provided, however, you are permitted to copy and distribute the Sample Application Code (modified or unmodified) only if all of the following conditions are met: (1) you serve the compiled object Sample Application Code on DoubleClick’s ad serving system; and (2) you do not include the Sample Application Code in any product or application designed for ad development. You agree to indemnify, hold harmless and defend DoubleClick from and against any loss, damage, claims or lawsuits, including attorney's fees, that arise or result from the use or distribution of your application.

(e) Your license rights under this EULA are non-exclusive.

3. License Restrictions

(a) Other than as set forth in Section 2, you may not make or distribute copies of the Software, or electronically transfer the Software from one computer to another or over a network.

(b) You may not alter, merge, modify, adapt or translate the Software, or decompile, reverse engineer, disassemble, or otherwise reduce the Software to a human-perceivable form.

(c) Unless otherwise provided herein, you may not rent, lease, or sublicense the Software.

(d) You may permanently transfer all of your rights under this EULA only as part of a sale or transfer, provided you retain no copies, you transfer all of the Software (including all component parts, the media and printed materials, any upgrades, this EULA, the serial numbers, and, if applicable, all other software products provided together with the Software), and the recipient agrees to the terms of this EULA. You may retain no copies of the Software.

(e) Unless otherwise provided herein, you may not modify the Software or create derivative works based upon the Software.

(f) You may not export the Software into any country prohibited by the United States Export Administration Act and the regulations thereunder.

(g) You may use only the medium that is appropriate for the server or computer on which the Software is to be installed.

(h) You shall not use the Software to develop any application having the same primary function as the Software.

(i) In the event that you fail to comply with this EULA, DoubleClick may terminate the license and you must destroy all copies of the Software (with all other rights of both parties and all other provisions of this EULA surviving any such termination).

4. Upgrades

DoubleClick reserves the right to upgrade the Software in its sole discretion. You shall be responsible for any additional costs You may incur as a result of using any upgraded Software. You acknowledge and agree that the DoubleClick System may regularly and automatically check your systems with respect to which it has access to determine whether you are using the latest version of the Software. If you are not using the latest version, DoubleClick will so notify you.

If this copy of the Software is an upgrade from an earlier version of the Software, it is provided to you on a license exchange basis. You agree by your installation and use of such copy of the Software to voluntarily terminate your earlier EULA and that you will not continue to use the earlier version of the Software or transfer it to another person or entity unless such transfer is pursuant to Section 3.

5. Ownership

The foregoing license gives you limited license to use the Software. DoubleClick, its licensors and its suppliers, as the case may be, retain all right, title and interest, including all copyright and intellectual property rights, in and to, the Software (as an independent work and as an underlying work serving as a basis for any application you may develop), and all copies thereof. All rights not specifically granted in this EULA, including Federal and International Copyrights, are reserved by DoubleClick and its suppliers.

6. LIMITED WARRANTY AND DISCLAIMER
(a) DOUBLECLICK PROVIDES NO REMEDIES OR WARRANTIES, WHETHER EXPRESS OR IMPLIED, FOR THE SOFTWARE. THE SOFTWARE IS PROVIDED "AS IS".
(b) DOUBLECLICK AND ITS SUPPLIERS DISCLAIM ALL WARRANTIES AND REPRESENTATIONS, WHETHER EXPRESS, IMPLIED, OR OTHERWISE, INCLUDING THE WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. ALSO, THERE IS NO WARRANTY OF NON-INFRINGEMENT AND TITLE OR QUIET ENJOYMENT. DOUBLECLICK DOES NOT WARRANT THAT THE SOFTWARE IS ERROR-FREE OR WILL OPERATE WITHOUT INTERRUPTION. NO RIGHTS OR REMEDIES REFERRED TO IN ARTICLE 2A OF THE UCC WILL BE CONFERRED ON YOU UNLESS EXPRESSLY GRANTED HEREIN. (d) IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE SOFTWARE, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO THIRTY (30) DAYS FROM THE DATE OF DELIVERY.

7. Exclusive Remedy

Your exclusive remedy under the preceding provision, if a warranty is required by law, is to return the Software to the place you acquired it, with a copy of your receipt and a description of the problem. Provided that any non-compliance with the above warranty is reported in writing to DoubleClick no more than thirty (30) days following delivery to you, DoubleClick will use reasonable commercial efforts to supply you with a replacement copy of the Software that substantially conforms to the documentation, provide a replacement for defective media, or refund to you your purchase price for the Software, at its option. DoubleClick shall have no responsibility if the Software has been altered in any way, if the media has been damaged by misuse, accident, abuse, modification or misapplication, or if the failure arises out of use of the Software with other than a recommended hardware configuration. Any such misuse, accident, abuse, modification or misapplication of the Software will void the warranty above. THIS REMEDY IS THE SOLE AND EXCLUSIVE REMEDY AVAILABLE TO YOU FOR BREACH OF EXPRESS OR IMPLIED WARRANTIES WITH RESPECT TO THE SOFTWARE AND RELATED DOCUMENTATION

8. LIMITATION OF LIABILITY

(a) DOUBLECLICK, ITS LICENSORS ANDITS SUPPLIERS SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, COVER OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR THE INABILITY TO USE EQUIPMENT OR ACCESS DATA, LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION OR THE LIKE), ARISING OUT OF THE USE OF, OR INABILITY TO USE, THE SOFTWARE AND BASED ON ANY THEORY OF LIABILITY INCLUDING BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF DOUBLECLICK OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

(b) DOUBLECLICK WILL NOT HAVE ANY LIABILITY TO YOU FOR ACTUAL DAMAGES FOR ANY CAUSE WHATSOEVER. (d) THE FOREGOING LIMITATIONS ON LIABILITY ARE INTENDED TO APPLY TO THE WARRANTIES AND DISCLAIMERS ABOVE AND ALL OTHER ASPECTS OF THIS EULA.

9. (Outside of the USA) Consumer End Users Only
The limitations or exclusions of warranties and liability contained in this EULA do not affect or prejudice the statutory rights of a consumer, i.e., a person acquiring goods otherwise than in the course of a business.

The limitations or exclusions of warranties, remedies or liability contained in this EULA shall apply to you only to the extent such limitations or exclusions are permitted under the laws of the jurisdiction where you are located.

10. Third Party Software

The Software includes third party software that is copyrighted (c) 1999-2001 and owned by The Apache Software Foundation and ("Apache Software"). All rights reserved.

Redistribution and use in source and binary forms of Apache Software, with or without modification, are permitted provided that the following conditions are met:

      1.   Redistributions of source code of Apache Software must retain the corresponding copyright notice, this list of conditions and the following disclaimer.
      2.   Redistributions in binary form of Apache Software must reproduce the corresponding copyright notice, this list of conditions and the following disclaimer in the documentation and/or other materials provided with the distribution.
      3.   The end-user documentation included with the redistribution, if any, must include the following acknowledgment: "This product includes software developed by the Apache Software Foundation (www.apache.org)." Alternately, this acknowledgment may appear in the software itself, if and wherever such third-party acknowledgments normally appear.
      4.   The names "Xerces" and "Apache Software Foundation" must not be used to endorse or promote products derived from the Apache Software without prior written permission. For written permission, please contact apache@apache.org.
      5.   Products derived from the Apache Software may not be called "Apache", nor may "Apache" appear in their name, without prior written permission of the Apache Software Foundation.

THE APACHE SOFTWARE IS PROVIDED ``AS IS'' AND ANY EXPRESSED OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE DISCLAIMED. IN NO EVENT SHALL THE APACHE SOFTWARE FOUNDATION OR ITS CONTRIBUTORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THE APACHE SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

The Apache Software consists of voluntary contributions made by many individuals on behalf of the Apache Software Foundation and was originally based on software copyright (c) 1999, International Business Machines, Inc., www.ibm.com. For more information on the Apache Software Foundation, please see www.apache.org.

11. General

This EULA shall be governed by the laws of the State of New York, without giving effect to principles of conflict of laws. You hereby consent to the exclusive jurisdiction and venue of the state courts sitting in New York County, New York or the federal courts in the Southern District of New York to resolve any disputes arising under this EULA. In each case this EULA shall be construed and enforced without regard to the United Nations Convention on the International Sale of Goods.

This EULA contains the complete agreement between the parties with respect to the subject matter hereof, and supersedes all prior or contemporaneous agreements or understandings, whether oral or written. You agree that any varying or additional terms contained in any purchase order or other written notification or document issued by you in relation to the Software licensed hereunder shall be of no effect. The failure or delay of DoubleClick to exercise any of its rights under this EULA or upon any breach of this EULA shall not be deemed a waiver of those rights or of the breach.

No DoubleClick dealer, agent or employee is authorized to make any amendment to this EULA.

If any provision of this EULA shall be held by a court of competent jurisdiction to be contrary to law, that provision will be enforced to the maximum extent permissible, and the remaining provisions of this EULA will remain in full force and effect.

All questions concerning this EULA shall be directed to: DoubleClick Inc., 111 Eighth Avenue, New York, NY 10011, Attention: General Counsel.

DoubleClick and other trademarks contained in the Software are trademarks or registered trademarks of DoubleClick Inc. in the United States and/or other countries. Third party trademarks, trade names, product names and logos may be the trademarks or registered trademarks of their respective owners. You may not remove or alter any trademark, trade names, product names, logo, copyright or other proprietary notices, legends, symbols or labels in the Software. This EULA does not authorize you to use DoubleClick’s or its licensors’ names or any of their respective trademarks.

DoubleClick© Software End User License Agreement