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Miva Merchant User Interface (mmui.mv) Source Code License

Last updated: 11 September 2002

BY DOWNLOADING AND/OR IMPLEMENTING THE SOFTWARE DESCRIBED HEREIN, YOU AGREE TO THE FOLLOWING LICENSE:

Definitions:

(i) "You" and "LICENSEE" refers to the person, entity or organization which is using MMUI, and any successor or assignee of same.

(ii) "Miva Script" refers to a proprietary server side scripting language software implemented in a variety of Miva Corporation products and developed and distributed by Miva Corporation, a California, USA Corporation.

(iii) MMUI is the source code file commonly known as mmui.mv, mmlsk-mmui.mv or Miva Merchant User Interface.

(iv) "Internet Domain" is a symbolic name assigned by a valid Internet Naming Authority such as the service managed by Network Solutions.

(v) "Named User" is a designated person in a business entity.

1. This license is for the downloading, acquisition and use of MMUI and any permitted modifications of MMUI source code. By downloading, acquiring and using MMUI, you expressly agree to abide by this License.

2. This license is between LICENSEE and Miva Corporation. LICENSEE acknowledges that Miva Corporation is and has granted this license in reliance upon representations made by LICENSEE and LICENSEE warranties the truthfulness and accuracy of such representations. Any breach of this warranty of truthfulness and accuracy shall constitute a breach of this License. Miva Corporation has the sole and unqualified right to refuse to license any person or entity for any reason, except for reasons which are specifically prohibited by state and national laws and statutes.

3. Subject to the terms and conditions of this License, MIVA grants to LICENSEE, if you are an individual, or, if you are an entity, one Named User a personal, nonexclusive, non-transferable and limited license to modify and use MMUI solely for your own use. No license is granted to re-distribute the modified file. You may not convert MMUI to a different computer language, either manually, or using an automated conversion tool, such that MMUI or any modification thereof will run under any language, software, or program other than or independent of, Miva Script.

4. MMUI contains valuable proprietary rights of Miva Corporation. There is no transfer to LICENSEE of any title to or ownership of MMUI and there is no transfer to LICENSEE of any copyright, trade name, trade secret, source code, or other proprietary rights relating to MMUI, regardless of the form that MMUI exists in. LICENSEE may not violate these rights, and LICENSEE must take all appropriate steps to protect Miva Corporation's rights. Miva Corporation may at any time replace, modify, alter, improve, enhance, or change MMUI without prior notice.

5. LICENSEE understands and agrees that by agreeing to this License, LICENSEE is "opting in" to a mailing list. Miva Corporation will use information supplied by LICENSEE to contact LICENSEE with marketing and technical information in a variety of ways including, but not limited to, electronic mail, postal mail, telephone and fax. If LICENSEE does not wish to receive marketing and/or technical information from Miva Corporation, LICENSEE may use systems provided by Miva Corporation to "opt out" of the mailing list.

6. Any license, right, or permission to use MMUI is automatically revoked if LICENSEE breaches any term or condition of this License. LICENSEE agrees that in the event of a breach of this License, and upon the demand thereof by Miva Corporation, LICENSEE will immediately return any physical copies of MMUI to Miva Corporation, will cease any further use of MMUI, will remove the original and any modified or altered MMUI source code from his/her/its computers and drives, will cease his/her/its use of MMUI, and will cease any claimed breach of this License. LICENSEE agrees that monetary damages alone is not an adequate and just relief resulting from any breach of this License,that a court order prohibiting any further breach of this License is necessary to prevent further damages, and that LICENSEE will not oppose any reasonable request for a temporary restraining order, preliminary injunction, or other relief sought by Miva Corporation in the event of a breach of this License. Miva Corporation shall not be required to notify LICENSEE of any breach, nor make any demand or claim against LICENSEE resulting from any such breach, or for a demand to stop any use or distribution in violation of the terms of this License, and LICENSEE agrees that any breach of this License and damages resulting therefrom shall relate back to the first and earliest breach thereof. Failure of Miva Corporation to enforce its rights pursuant to this License shall not constitute a waiver of such rights, and shall not prejudice Miva Corporation in any later enforcement of its rights or rights to seek damages therefrom.

7. MIVA CORPORATION WILL NOT BE LIABLE FOR (A) ANY BUG, ERROR, OMMISSION, DEFECT, DEFICIENCY, OR NONCONFORMITY IN MMUI; (B) IMPLIED MERCHANTABILITY OF FITNESS FOR A PARTICULAR PURPOSE; (C) IMPLIED WARRANTY RELATING TO COURSE OF DEALING, OR USAGE OF TRADE OR ANY OTHER IMPLIED WARRANTY WHATSOEVER; (D) CLAIM OF INFRINGEMENT; (E) CLAIM IN TORT, WHETHER OR NOT ARISING IN WHOLE OR PART FROM MIVA CORPORATION'S FAULT, NEGLIGENCE, STRICT LIABILITY, OR PRODUCT LIABILITY, OR (F) CLAIM FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR LOSS OF DATA, REVENUE, LICENSEES GOODWILL, OR USE. IN NO CASE SHALL MIVA CORPORATION'S LIABILITY EXCEED THE PRICE THAT LICENSEE PAID FOR MMUI.

8. LICENSEE agrees that venue lies in the city and County of San Diego in the state of California, USA.

9. This License Agreement shall be governed by the laws of the State of California, USA. If any provision of this License is found void, invalid, or unenforceable, it will not affect the validity of the balance of this License, which shall remain valid and enforceable according to its terms. In the event any party is required to seek judicial enforcement regarding any terms of this License, or to seek a judicial interpretation regarding any terms of this License, the party deemed by the court to be the prevailing party shall be entitled to, in addition to its costs and damages, reasonable attorney's fees and costs as determined by the court.

10. LICENSEE acknowledges that MMUI may be subject to United States export controls, pursuant to the Export Administrations Regulations, 15 C.F.R. Parts 768-799. LICENSEE shall comply strictly with all requirements of the Export Administration Regulations regarding use of MMUI.

11. This License Agreement constitutes the entire and sole agreement between LICENSEE and Miva Corporation, and is agreed to and entered into on the date you download or implement MMUI, whichever date is earlier.