# Universal Localization Program License Agreement

    1.  Definitions.

    (a) "Agreement" shall mean this Universal Localization
    Agreement.

    (b) "Netscape Products" shall mean the Netscape
    Navigator 4.x and / or Netscape Communicator Standard
    Edition 4.x on all platforms made generally available
    by Netscape (excluding Linux).

    (c) "Licensee" shall mean the person or entity who may
    avail itself of the rights granted in this Agreement by
    agreeing to the terms and conditions set forth in this
    Agreement.

    (d) "Localized Product" shall mean the version of the
    Netscape Product that Licensee localizes pursuant to
    the provisions set forth in the localization kit and
    Section 3 of this Agreement.

    (e) "EULA" shall mean the end user license agreement
    that is provided with the Netscape Product

    2.  License Grant.  (a) Netscape grants to Licensee,
    subject to these terms and conditions, a nonexclusive,
    royalty free and nontransferable right to (i) create a
    Localized Product; (ii) reproduce the Localized Product
    in executable code form only on any media and (iii)
    distribute by sublicense such Localized Product copies
    to end users, directly or through
    distributors. Licensee may electronically distribute
    the Localized Product, in exportable version only,
    pursuant to the terms and conditions set forth herein.

    (b) Except as expressly permitted herein or by
    applicable law, Licensee shall not and, shall not
    permit any distributor or other person to,
    re-configure, modify, decompile, reverse engineer,
    disassemble, or otherwise determine or attempt to
    determine source code from the Netscape Product or
    Localized Products or to create any derivative works
    based upon the Netscape Product or Localized Products
    including the Netscape user interface.  If Licensee or
    any distributor fails to comply with this Section 2(b),
    the Agreement shall immediately terminate (in addition
    to all other remedies it may have and except for end
    user licenses), and all licenses granted hereunder
    shall be revoked.

    (c) Licensee is not granted any right in this Agreement
    to use any Netscape trademark, even if provided with
    the Netscape Product.  A current list of Netscape’s
    trademarks may be found at
    http://home.netscape.com/misc/trademarks.html.

    3. Localization Requirements and Guidelines.  (a)
    Licensee agrees to use all reasonable efforts to
    complete the localization in accordance with the
    following requirements: (i) the localization process
    shall consist of Licensee translating and localizing
    the Netscape Products, to the extent practical without
    having access to the source code of such products; (ii)
    Licensee may localize the EULA for the convenience of
    the end users, however, the English language version of
    the EULA shall be controlling in the event of any
    inconsistency between the translated end user license
    agreement and EULA; and (iii) Licensee must localize
    the content behind the following links, making
    appropriate URL changes to reflect the Maintenance and
    Technical Support available by Licensee, How to Give
    Feedback and How to Get Support.  For notices, updates
    and changes to this Agreement, Licensee shall regularly
    check the URL where this Agreement was viewed and
    agreed to.

    (b) Licensee should use reasonable efforts to complete
    the localization in accordance with the following
    guidelines: (a) In the About Box of the Localized
    Product, Licensee should identify itself as the company
    or individual that localized the Netscape Product(s);
    and (b) the guidelines set forth in the localization
    kit.

    4.  Support.  Netscape shall not provide any support to
    Licensee for the Netscape Products, Localized Products
    or services called for by this Agreement.  Netscape
    shall not provide any support to end users for the
    Netscape Products or Localized Products.

    5.  Distribution.  (a) Licensee shall and shall cause
    its distributors to comply with all then-current
    applicable laws, regulations and other legal
    requirements in its performance of this Agreement,
    including without limitation, all applicable export
    laws, rules and regulations of any agency of the
    U.S. Government or other applicable agencies.  Licensee
    shall ensure the inclusion of appropriate notices
    required by the U.S. Government agencies or other
    applicable agencies.

    (b) Licensee shall use commercially reasonable best
    efforts to ensure that its distributors and
    sub-distributors comply with all of the relevant terms
    contained in this Agreement. The Localized Products
    distributed pursuant to this Agreement must be
    distributed with the EULA.

    (c) This is a nonexclusive relationship, and each party
    agrees that the other may enter into similar
    arrangements with third parties.  Licensee shall and
    shall cause its distributors to treat all Localized
    Products at least as favorably as it treats any
    competitive products it distributes.

    (d) Licensee agrees to distribute documentation or
    packaging relating to the Localized Product that shall
    conspicuously state that, notwithstanding anything in
    the EULA to the contrary, (i) Netscape will not supply,
    and end users are not entitled to, any support,
    warranty or documentation associated with the Localized
    Product; and (ii) that Licensee is the Licensor
    referred to in the EULA.

    (e) During the term of this Agreement, Licensee agrees
    that each Localized Product created by Licensee must be
    made publicly available in executable code form, free
    of charge, for electronic delivery via a mechanism
    generally accepted in the software development
    community.

    6.  Proprietary Rights.  Title to and ownership of all
    copies of the Netscape Products, including all
    copyrights thereto, whether in machine-readable or
    printed form, and including without limitation
    derivative works, compilations, or collective works
    thereof and all related technical know-how and all
    rights therein are and shall remain the exclusive
    property of Netscape or its suppliers.  Licensee
    acknowledges that Netscape is the owner of the
    Netscape, Navigator and Communicator trademarks, and
    any trademark applications and/or registrations
    thereto, agrees that it will do nothing inconsistent
    with such ownership. Licensee and distributor shall not
    take any action to jeopardize, limit or interfere in
    any manner with Netscape’s ownership rights set
    forth herein.  Further, Licensee or its distributors
    shall not remove or alter any copyright or other
    proprietary notices, legends, symbols, or labels
    appearing on the Netscape Products and/or Localized
    Products delivered to Licensee and Licensee shall
    reproduce such notices on all copies of the Localized
    Products made hereunder.

    7.  Warranty. THE NETSCAPE PRODUCTS ARE PROVIDED UNDER
    THIS LICENSE ON AN ``AS IS'' BASIS, WITHOUT WARRANTY OF
    ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING,
    WITHOUT LIMITATION, WARRANTIES THAT THE NETSCAPE
    PRODUCTS OR LOCALIZED PRODUCTS ARE FREE OF DEFECTS,
    MERCHANTABLE, FIT FOR A PARTICULAR PURPOSE OR
    NON-INFRINGING. THE ENTIRE RISK AS TO THE QUALITY AND
    PERFORMANCE OF THE NETSCAPE PRODUCTS OR LOCALIZED
    PRODUCTS ARE WITH LICENSEE. SHOULD A NETSCAPE PRODUCT
    OR LOCALIZED PRODUCT PROVE DEFECTIVE IN ANY RESPECT,
    LICENSE (NOT NETSCAPE OR ITS SUPPLIERS) ASSUME THE COST
    OF ANY NECESSARY SERVICING, REPAIR OR CORRECTION. THIS
    DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF
    THIS LICENSE. NO USE OF ANY NETSCAPE PRODUCT OR
    LOCALIZED PRODUCT IS AUTHORIZED HEREUNDER EXCEPT UNDER
    THIS DISCLAIMER.

           Licensee warrants that Licensee’s performance
    of the services called for by this Agreement and its
    resulting work product does not and shall not violate
    any applicable law, rule or regulation; any contracts
    with third parties; or any third-party rights in any
    patent, trademark, copyright, trade secret or other
    intellectual property right.

    8.  Indemnity. Netscape shall have no obligation or
    liability for, and Licensee shall defend, indemnify and
    hold Netscape harmless from and against any claim
    (including reasonable attorneys' fees and costs)
    arising from Licensee's localization and/or
    distribution of the Localized Products under, and/or

    compliance with the terms and conditions set forth in,
    this Agreement.

    9.  Limitation of Liability.  (a) TO THE EXTENT ALLOWED
    BY APPLICABLE LAW, IN NO EVENT SHALL NETSCAPE OR ITS
    SUPPLIERS BE LIABLE (UNDER ANY LEGAL THEORY, WHETER
    TORT, CONTRACT OR OTHERWISE) FOR ANY DAMAGES
    WHATSOEVER, INCLUDING WITHOUT LIMITATION, ANY LOSS OF
    PROFITS, LOSS OF BUSINESS, LOSS OF USE OR DATA,
    INTERRUPTION OF BUSINESS, DAMAGES FOR LOSS OF GOODWILL,
    COMPUTER FAILURE OR MALFUNCTION OR FOR DIRECT,
    INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES
    OF ANY KIND, EVEN IF NETSCAPE HAS BEEN ADVISED OF THE
    POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY
    FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
    (b) IN NO EVENT WILL NETSCAPE OR ITS SUPPLIERS BE
    LIABLE FOR ANY CLAIM AGAINST LICENSEE BY ANY THIRD
    PARTY.  (c) IN NO EVENT SHALL NETSCAPE OR ITS SUPPLIERS
    BE LIABLE FOR (I) ANY REPRESENTATION OR WARRANTY MADE
    TO ANY THIRD PARTY BY LICENSEE, ANY DISTRIBUTOR OR
    THEIR RESPECTIVE AGENTS; (II) FAILURE OF THE PRODUCTS
    TO PERFORM; (III) FAILURE OF THE PRODUCTS TO PROVIDE
    SECURITY; OR (IV) THE RESULTS OR INFORMATION OBTAINED
    OR DECISIONS MADE BY END USERS OF THE PRODUCTS OR THE
    DOCUMENTATION.  THIS LIMITATION OF LIABILITY IS AN
    ESSENTIAL PART OF THE BARGAIN UNDER THIS AGREEMENT.

    10. Term and Termination.  This Agreement shall remain
    in effect until terminated pursuant to the terms and
    conditions set forth in this Agreement.
    Notwithstanding anything in this Agreement to the
    contrary, in the event Microsoft Corporation ceases to
    distribute free of charge products with features
    comparable to the Netscape Products, Netscape reserves
    the right to terminate this Agreement upon 90 days
    notice to Licensee.

    This Agreement shall be terminated: (a) automatically
    in the event Licensee or a distributor of Licensee
    attempts to derive the source code of the Netscape
    Product and/or the Localized Products; or (b) upon 60
    days prior notice by either party.  Immediately upon
    termination or expiration hereof, all licenses granted
    hereunder (except for validly granted end user licenses
    for Localized Products) shall terminate, and Licensee
    shall deliver to Netscape or destroy all copies of the
    Localized Products and/or Netscape Products in its
    possession or control, and shall furnish to Netscape an
    affidavit signed by an officer of Licensee certifying
    such delivery or destruction. Termination by either
    party shall not act as a waiver or release of any
    breach hereof or any liability hereunder. Sections
    2(b), 4, 5, 6, 7, 8, 9, 10, 11 and 12 shall survive any
    expiration or termination of this Agreement.

    11.  Notice.  Any notice required or permitted
    hereunder shall be in English, in writing and shall be
    deemed to be properly given by Netscape upon posting of
    such notice to a URL which corresponds to the URL where
    this Agreement was viewed and agreed to or where the
    details of this program are generally made available by
    Netscape.  Notices to Netscape shall be to the
    attention of the Legal Department, Netscape
    Communications Corporation, 501 East Middlefield Road,
    Mountain View, California 94043.

    12.  Miscellaneous.  (a) Neither party’s waiver of a
    breach or delay or omission to exercise any right or
    remedy shall be construed as a waiver of any subsequent
    breach or as a waiver of such right or remedy.  (b)
    This Agreement shall be governed by and construed under
    the laws of the State of California, U.S.A., without
    reference to its conflicts of law provisions.  (c)
    Unless otherwise agreed in writing, all disputes
    relating to this Agreement (except any dispute relating
    to intellectual property rights) shall be subject to
    final and binding arbitration in Santa Clara County,
    California under the auspices of JAMS/End Dispute, with
    the losing party bearing all costs of such arbitration.
    Notwithstanding the foregoing, Netscape reserves the
    right to invoke the jurisdiction of any competent court
    to remedy or prevent violation of any provision under
    this Agreement relating to Netscape Confidential
    Information.  (d) This Agreement will not be governed
    by the United Nations Convention of Contracts for the
    International Sale of Goods. (e) This Agreement creates
    no agency, partnership, joint venture, or employment
    relationship and neither Licensee nor its agents have
    any authority to bind Netscape in any respect
    whatsoever. (f) If the application of any provision
    hereof to any particular facts shall be held to be
    unenforceable by any competent court, then (x) the
    enforceability of such provision as applied to any
    other facts and the validity of other provisions hereof
    shall not be affected and (y) such provision shall be
    reformed without further action by the parties hereto
    only to the extent necessary to make such provision
    valid and enforceable when applied to the particular
    facts.  (g) This Agreement constitutes the entire
    agreement between the parties concerning the subject
    matter hereof and supersedes all prior and
    contemporaneous agreements, and communications, whether
    oral or written, between the parties relating to the
    subject matter of this Agreement and all past courses
    of dealing or industry custom. (h) If Licensee has an
    effective agreement with Netscape ("Prior Agreement")
    covering only the distribution of the Localized
    Products set forth herein, then this Agreement shall
    supersede the Prior Agreement.  If any Prior Agreement
    covers any Netscape products in addition to the
    Localized Products, for example Netscape server
    products, then this Agreement shall supersede only
    those portions of the Prior Agreement covering the
    Localized Products. (i) This Agreement is written in
    the English language only, which language shall be
    controlling in all respects. (j) Netscape reserves the
    right to amend the terms contained in this Agreement
    provided Licensee is given 30 days notice as set forth
    in Section 11. (k) If any dispute arises under this
    Agreement, the prevailing party shall be reimbursed by
    the other party for any and all legal fees and costs
    associated therewith. ((l) Les parties aux
    présentés confirment leur volonté que cette
    convention de même que tous les documents y compris
    tout avis qui s'y rattaché, soient redigés en
    langue anglaise (translation: The parties confirm that
    this Agreement and all related documentation will be in
    the English language").

    Universal Localization Agreement Rev. 032798