ADVENTNET SOFTWARE LICENSE AGREEMENT

AdventNet SNMPV3 Release 2.2.1

USE OF SOFTWARE ORDERED OR DOWNLOADED FROM
ADVENTNET IS PERMITTED ONLY UNDER LICENSE WITH
ADVENTNET.  PLEASE READ THE FOLLOWING LICENSE
CAREFULLY.  ANY USE OF THIS SOFTWARE CONSTITUTES
ACCEPTANCE OF THIS LICENSE.  WHEN DOWNLOADING THIS
SOFTWARE INDICATE YOUR ACCEPTANCE BY USE OF THE
ACCEPTANCE BUTTON. 

1. LICENSE TERMS. 

1(a) Evaluation Use. The terms of this Section 1(a) are applicable
to you if you are an Evaluation Customer. Subject to the terms of
this Agreement, AdventNet, Inc. ("AdventNet") grants to you a
non-exclusive, non-transferable, license to use the evaluation version of
the AdventNet Software (the "Software"), in binary object code form for
evaluation and trial purposes only. You may use any third party software
products or modules supplied by AdventNet solely with the Software,
unless the licensing terms of the third party software products or
modules specify otherwise. You may not disclose the results of software
performance benchmarks to any third party without AdventNet's prior
written consent. This license begins upon downloading and ends
forty-five (45) days thereafter (the "Evaluation Period"). When the
license expires you must stop using the Software. You are forbidden
from using the Software for Production Use or offering it for resale
under the terms of this Section 1(a). All rights not specifically
granted to you herein are retained by AdventNet. 

1(b) Development Use License. The terms of this Section 1(b) are
applicable to you if you are a Development Use Customer.
Subject to the terms of this Agreement, AdventNet, Inc. ("AdventNet")
grants to you a non-exclusive, non-transferable, fee-bearing license to
use the Software in object code form solely for Development Use for the
number of users and the number of CPUs and at the Sites, all as
specified on Licensee's invoice. You may use any third party software
products or modules supplied by AdventNet solely with the Software,
unless the licensing terms of the third party software products or
modules specify otherwise. You may not disclose the results of software
performance benchmarks to any third party without AdventNet's prior
written consent. Additional restrictions with respect to third party
software, if any, will be delivered to you along with your license key. You
are forbidden from using the Software for Production Use or offering it
for resale under the terms of this Section 1(b). If you integrate the
Software into an application and intend to resell the resulting integrated
application you must contact us to obtain the appropriate distribution
license. All rights not specifically granted to you herein are
retained by AdventNet. 

1(c) Production Use License. The terms of this Section 1(c) are
applicable to you if you are a Production Use Customer. Subject
to the terms of this Agreement, AdventNet, Inc. ("AdventNet") grants to
you, a non-exclusive, non-transferable, fee-bearing license to use the
Software solely for Production Use on the Number of CPUs and at the
Sites, all as specified on your invoice. You may use any third party
software products or modules supplied by AdventNet solely with the
Software, unless the licensing terms of the third party software products
or modules specify otherwise. You may not disclose the results of
software performance benchmarks to any third party without
AdventNet's prior written consent. Additional restrictions, if any, with
respect to third party software will be delivered to you along with your
license key. If you integrate the Software into an application and intend
to resell the resulting integrated application you must contact us to
obtain the appropriate distribution license. All rights not specifically
granted to you herein are retained by AdventNet. 

1(d) The terms of this Section 1(d) are applicable to you if you are
a Development Use Customer or Production Use Customer. You
may make a reasonable number of copies of the Software and
Documentation (provided that all copyright and other proprietary notices
of AdventNet and its licensors are reproduced), solely for archival and
emergency back-up purposes, and disaster recovery testing purposes.
If you would like to alter the number of Users, or number or identity of
Sites and Servers indicated on your invoice, you must contact
AdventNet in writing for our approval; you may be subject to additional
fees. 

2. LICENSE FEES. 

2.1 In consideration of the applicable license(s) granted pursuant to
Sections 1(b) or 1(c), you agree to pay AdventNet the applicable
license fee(s) within 30 days of issuance of AdventNet's invoice. All
charges and fees provided for in this Agreement are exclusive of and
do not include any taxes, duties or similar charges imposed by any
government ("Taxes"). You agree to pay or reimburse AdventNet for all
such Taxes (other than taxes on the net income of AdventNet). 

2.2 If you are outside the United States, you agree that the amounts to
be remitted to AdventNet are to be the actual amounts due without
withholding taxes or other assessments by authorities anywhere in the
foreign location, which withholding taxes or assessments you agree to
pay. You will promptly furnish AdventNet with certificates evidencing
payment of such amounts. 

3. ANNUAL MAINTENANCE AND SUPPORT. 

You must purchase annual Maintenance and Support from AdventNet in
order to qualify for the Maintenance and Support Services described in
this Section. 

3.1 Maintenance and Support Services. Maintenance and Support
means that AdventNet will provide: (a) software upgrades and product
enhancements upon their commercial release, and appropriate
documentation, and (b) technical assistance with respect to the
Software, including (i) clarification of functions and features; (ii)
clarification of documentation; (iii) technical support and guidance in the
operation of the Software; and (iv) Software error analysis and
correction. Major product releases are not covered by the Maintenance
and Support contract. AdventNet will use commercially reasonable
efforts to provide error corrections or work-arounds for the most severe
errors as soon as possible and based upon AdventNet classification of
the severity of the error. Expanded support or technical assistance is
available per request at an additional charge in accordance with
AdventNet's then-current policy. Maintenance and Support will be
provided only with respect to versions of the Software that, in
accordance with AdventNet policy, are then being supported by
AdventNet. 

3.2 Your Responsibilities. You agree to provide AdventNet with
reasonable access to your personnel and equipment, if necessary
during normal business hours in order to provide Maintenance and
Support. You agree to document and promptly report all errors or
malfunctions of the Software to AdventNet. 

4. INTEREST. 

Any amounts not paid when due (including License Fees and
Maintenance and Support Fees) will be subject to interest at the lesser
of 1.5% per month or the highest amount permissible under applicable
law. 

5. LIMITED WARRANY/LIMITATIONS ON LIABILITY. 

5.1 Limited Warranty for Certain Uses. With respect to the Software
licensed under Section 1(b) or 1(c) (i.e. Production Use and
Development Use Licenses, not Evaluation Use Licenses) AdventNet
warrants to you and for your benefit only that the Software you license
from AdventNet will perform in substantial accordance with its
documentation for a period of thirty (30) days from the date you receive
the Software. If during this time period the Software does not perform
as warranted, AdventNet shall, at its option, undertake to correct the
Software, replace such Software free of charge or, if neither of the
foregoing is commercially practicable, terminate this Agreement and
refund to you the License Fee. This warranty will not apply if the
Software has not been properly installed, used outside the scope of the
applicable license, modified, altered or operated in an unwarranted
environment. 

THE FOREGOING IS ADVENTNET'S SOLE LIABILITY FOR AND
YOUR SOLE AND EXCLUSIVE REMEDY FOR BREACH OF THIS
WARRANTY. 

5.2 No Other Warranties. EXCEPT AS PROVIDED IN SECTION 5.1,
THE SOFTWARE IS PROVIDED "AS-IS"; ADVENTNET MAKES NO
REPRESENTATION OR WARRANTIES, EXPRESS OR IMPLIED
WITH RESPECT TO THE SOFTWARE, INCLUDING WITHOUT
LIMITATION WARRANTIES OF FITNESS FOR A PARTICULAR USE
OR PURPOSE, MERCHANTABILITY, NON-INFRINGEMENT, OR
THAT THE SOFTWARE WILL OPERATE WITHOUT INTERRUPTION
OR BE ERROR FREE, AND ADVENTNET HEREBY DISCLAIMS ALL
SUCH REPRESENTATIONS AND WARRANTIES. ADVENTNET
MAKES NO REPRESENTATIONS ABOUT THE SUITABILITY OF THE
SOFTWARE OR ABOUT THE ACCURACY OF ANY CONTENT OR
INFORMATION MADE ACCESSIBLE BY THE SOFTWARE. 

5.3 Limitations on Liability. 

5.3(a) With Respect to Evaluation Use Customers. EVALUATION
USE SOFTWARE IS PROVIDED GRATUITOUSLY AND,
THEREFORE, ADVENTNET AND ITS SUPPLIERS SHALL NOT BE
LIABLE FOR ANY DAMAGES (INCLUDING DIRECT, INDIRECT,
INCIDENTAL, CONSEQUENTIAL AND SPECIAL DAMAGES)
UNDER ANY THEORY OF LIABILITY (INCLUDING TORT CONTRACT,
OR ANY OTHER THEORY) WHETHER SUFFERED BY YOU OR ANY
OTHER USER OF THE SOFTWARE, OR ANY THIRD PARTY, EVEN
IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES 

5.3(b) With Respect to Production Use Customers and
Development Use Customers/Cumulative Liability. WITH
RESPECT TO SOFTWARE PROVIDED UNDER THE TERMS OF A
PRODUCTION USE LICENSE OR DEVELOPMENT LICENSE,
ADVENTNET AND ITS SUPPLIERS SHALL NOT BE LIABLE,
UNDER ANY THEORY OF LIABILITY, INCLUDING TORT (INCLUDING
NEGLIGENCE AND STRICT LIABILITY) CONTRACT, OR
OTHERWISE, FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL
OR SPECIAL DAMAGES ARISING OUT OF YOUR USE OF THE
SOFTWARE, OR THE USE OF THE SOFTWARE BY ANY END
USER, USER, DISTRIBUTOR, OR ANY THIRD PARTY, OR IN ANY
OTHER WAY ARISING OUT OF THIS AGREEMENT, EVEN IF
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING
ANY LOSS OF PROFITS, LOSS OF USE, BUSINESS
INTERRUPTION, LOSS OF DATA, OR COST OF COVER.
ADVENTNET'S CUMULATIVE LIABILITY UNDER THIS AGREEMENT
SHALL BE LIMITED TO THE AMOUNT OF LICENSE FEES PAID BY
YOU TO ADVENTNET HEREUNDER FOR THE SOFTWARE GIVING
RISE TO SUCH LIABILITY. 

Some States do not permit disclaimers of certain warranties or
limitations on certain types of liability under certain circumstances;
consequently, some of the foregoing disclaimers and limitations may
not be applicable to you, in whole or in part. 

6. SOFTWARE CHANGES. 

AdventNet reserves the right at any time not to release or to discontinue
release of any Software and to alter prices, features, specifications,
capabilities, functions, licensing terms, release dates, general
availability or other characteristics of the Software. 

7. OWNERSHIP. 

Title, ownership rights, and all intellectual property rights in and to the
Software and Documentation shall remain the sole and exclusive
property of AdventNet and/or its licensors. You agree to abide by the
copyright law and all other applicable laws of the United States. You
acknowledge that the Software contains valuable confidential
information and trade secrets of AdventNet and/or its licensors;
therefore, you agree not to modify the Software, create derivative works
of, or attempt to decipher, decompile, disassemble or reverse engineer
the Software or assist or encourage any third party in doing so. 

8. INDEMNIFICATION. 

8.1 AdventNet agrees to indemnify and defend you from and against
any and all claims, actions or proceedings, arising out of any claim that
the Software infringes or violates any U.S. patent, copyright or trade
secret right of any third party; so long as you provide: (i) prompt written
notice to AdventNet of such claim; (ii) cooperate with AdventNet in the
defense and/or settlement thereof, at AdventNet's expense; and, (iii)
allow AdventNet to control the defense and all related settlement
negotiations. 

8.2 If it is, or if in the reasonable opinion of AdventNet it is probable that
it will be, determined by a court of competent jurisdiction that such
Software or the sale or use thereof infringes any patent, copyright, trade
secret or trademark of a third party or if AdventNet is enjoined from
distributing such Software, then AdventNet, at its sole option and
expense, may: (i) procure for you the rights and to the same extent as
those granted under this Agreement; (ii) replace such Software with
other software, which complies with the specification of the Software;
or, (iii) modify the Software, to avoid infringement while continuing to
have the Software meet the Specification or (iv) terminate this
Agreement and return to you your license fee, less an amount
commensurate with your period of use of the Software, as amortized
over a three year period. 

8.3 You agree that this Section 8 represents AdventNet's sole
obligation to you and shall be your sole and exclusive remedy pursuant
to this Agreement for intellectual property infringement. 

8.4Limitations. AdventNet shall have no indemnity obligation for claims
of infringement to the extent resulting or alleged to result from: (i) any
combination, operation, or use of any Software with any programs or
equipment not supplied by AdventNet; (ii) any modification of the
Software by a party other than AdventNet; and (iii) your failure, within a
reasonable time frame, to implement any replacement or modification
of Software provided by AdventNet. 

9. TERM AND TERMINATION. 

9.1 This Agreement will take effect upon submission of your registration
form for the Software, and will remain in force until terminated in
accordance with this Agreement. This Agreement may be terminated
by you upon thirty (30) days' prior written notice to AdventNet or by
destroying or returning to us all copies and partial copies of the
Software and Documentation under your control; provided that no such
termination will entitle you to a refund of any portion of the License Fee.
AdventNet may, by written notice to you, terminate this Agreement
immediately if any of the following events ("Termination Events") occur:
(a) you fail to pay any amount due AdventNet within thirty (30) days after
AdventNet gives you written notice of such nonpayment; or (b) you are
in material breach of any non-monetary provision of this Agreement,
which breach, if capable of being cured, is not cured within thirty (30)
days after AdventNet gives you written notice thereof. 

9.2 Termination of this Agreement will not affect the provisions relating
to the payment of amounts due, or provisions limiting or disclaiming
AdventNet's liability, which provisions will survive termination of this
Agreement. 

9.3 Within thirty (30) days after the date of termination or
discontinuance of this Agreement for any reason whatsoever, you shall
destroy the Software and all copies, in whole or in part, all
Documentation relating thereto, and any other Confidential Information
in its possession that is in tangible form. 

10. UNITED STATES GOVERNMENT RIGHTS. 

The Software provided under this Agreement is commercial computer
software developed exclusively at private expense, and in all respects
are proprietary data belonging solely to AdventNet. 

10.1 Department of Defense End Users: If the Software is acquired by
or on behalf of agencies or units of the Department of Defense (DOD),
then, pursuant to DoD FAR Supplement Section 227.7202 and its
successors (48 C.F.R. 227.7202) the Government's right to use,
reproduce or disclose the Software and any accompanying
documentation acquired under this Agreement is subject to the
restrictions of this Agreement. 

10.2 Civilian Agency End Users: If the Software is acquired by or on
behalf of civilian agencies of the United States Government, then,
pursuant to FAR Section 12.212 and its successors (48 C.F.R.
12.212), the Government's right to use, reproduce or disclose the
Software acquired under this Agreement is subject to the restrictions of
this Agreement. 

11. LEGAL COMPLIANCE. 

You may not download or otherwise export or re-export the Software or
any underlying information or technology except in full compliance with
all United States and other applicable laws and regulations. In
particular, but without limitation, none of the Software or underlying
information or technology may be downloaded or otherwise exported or
re-exported (i) into (or to a national or resident of) Cuba, Iran, Iraq,
Libya, North Korea, Syria, or Sudan, or (ii) to anyone on the US
Treasury Department's list of Specially Designated Nationals or the US
Commerce Department's Table of Deny Orders. By licensing the
Software, you are agreeing to the foregoing and you are representing
and warranting that you are not located in, under control of, or a national
or resident of any such country or on any such list. 

12. NON-ASSIGNMENT/BINDING AGREEMENT. 

Neither this Agreement nor any rights under this Agreement may be
assigned or otherwise transferred by you, in whole or in part, whether
voluntary or by operation of law without the prior written consent of
AdventNet. Subject to the foregoing, this Agreement will be binding
upon and will inure to the benefit of the parties and their respective
successors and assigns. 

13. MISCELLANEOUS. 

13.1 If any term, condition, or provision in this Agreement is found to be
invalid, unlawful or unenforceable to any extent, the remaining terms,
conditions and provisions will continue to be valid and enforceable to
the fullest extent permitted by law. 

13.2 This Agreement (including any addenda hereto signed by both
parties) represents the entire agreement of the parties with respect to
the subject matter of this Agreement and supersedes all previous
communications, representations, understandings and agreements,
either oral or written, between the parties with respect to said subject
matter. 

13.3 This Agreement may not be amended, except in writing, signed by
both parties. [No terms, provisions or conditions of any purchase order,
acknowledgment or other business form that you may use in connection
with the acquisition or licensing of the Software will have any effect on
the rights, duties or obligations of the parties under, or otherwise
modify, this Agreement, regardless of any failure of AdventNet to object
to such terms, provisions or conditions.] 

13.4 This License shall be governed by and construed in accordance
with the laws of the State of California as applied to agreements made,
entered into and performed entirely in California by California residents.
You agree that any dispute regarding this License will be heard in the
state or federal courts having jurisdiction in San Francisco County,
California, and you agree that you shall be subject to the personal
jurisdiction of such courts. 

13.5 Use of AdventNet, Inc. software constitutes an acceptance of the
terms of this agreement. If you do not agree to be bound by these
provisions, you are required to destroy all copies of AdventNet software
from your equipment immediately. 

14. DEFINITIONS. 
The following terms shall have the following meanings: 

  1."Application" means any use of any of the published Application
    Programming Interfaces (APIs) documented or referenced in the
    Documentation, whether such use is from a 3rd-party browser
    (including but not limited to Netscape Navigator or Microsoft
    Internet Explorer), or from another software program designed or
    modified to use APIs provided with the Software. 
  2."Concurrent Users" means the maximum number of
    simultaneous Users who may use the Software as set forth on
    your registration form. 
  3."Development Use" means use of the Software by a
    Development Use Customer to design, develop and/or test new
    Applications. 
  4."Documentation" means the technical publications prepared
    and delivered to you by AdventNet or provided to you on the
    AdventNet web site relating to use of the Software, such as
    reference, user, installation, systems administrator and technical
    guides. 
  5."Production Use" means using the Software in an Application
    for internal business purposes only. Production Use does not
    include the right to reproduce the Software for sublicensing,
    resale, or distribution to any party other than a User, including
    without limitation, distributing the Software as part of a VAR,
    OEM, distributor or reseller arrangement. 
  6."Server" means a single computer processor capable of
    executing the Software. 
  7."Site" means the specific, physical location of a Server, as set
    forth on your registration form. 
  8."Software" means those items of software, in object code format
    only, proprietary to AdventNet and/or its suppliers, that you have
    ordered from AdventNet pursuant to your registration form and
    under the terms of this Agreement.

