ATTENTION:  THIS IS A LICENSE, NOT A SALE.  THIS SOFTWARE IS PROVIDED UNDER THE FOLLOWING LICENSE THAT DEFINES WHAT YOU MAY DO WITH THE SOFTWARE AND CONTAINS LIMITATIONS ON REPRESENTATIONS, WARRANTIES, CONDITIONS, REMEDIES, AND LIABILITIES.  IF YOU OBTAINED THIS SOFTWARE IN THE UNITED STATES, "ENTRUST" SHALL MEAN ENTRUST, INC.  IF YOU OBTAINED THIS SOFTWARE OUTSIDE OF THE UNITED STATES, "ENTRUST" SHALL MEAN ENTRUST TECHNOLOGIES LIMITED.  "AFFILIATES" OF ENTRUST SHALL MEAN ALL CORPORATIONS CONTROLLED DIRECTLY OR INDIRECTLY BY ENTRUST, INC.

Entrust (R) Desktop Solutions
Software License

IMPORTANT:  BEFORE DOWNLOADING, INSTALLING, OR USING THIS SOFTWARE, PLEASE CAREFULLY READ THIS LICENSE WHICH CONTAINS THE TERMS AND CONDITIONS UNDER WHICH YOU ARE ACQUIRING A LICENSE TO USE THE SOFTWARE.  IF YOU DO NOT ACCEPT THE TERMS AND CONDITIONS OF THIS LICENSE, PLEASE DO NOT DOWNLOAD, INSTALL, OR USE THE SOFTWARE AND PROMPTLY (I) RETURN OR DESTROY THE SOFTWARE, OR, (II) IF YOU PAID A LICENSE FEE FOR THE SOFTWARE, RETURN THE SOFTWARE TO ENTRUST OR THE DISTRIBUTOR FROM WHOM YOU RECEIVED THE SOFTWARE FOR A REFUND.  IF YOU DOWNLOAD, INSTALL, OR USE THE SOFTWARE, YOU WILL BE ACCEPTING THIS LICENSE, AND YOU WILL HAVE ACCEPTED AND AGREED TO THESE TERMS AND CONDITIONS. THIS SOFTWARE IS ALSO PROTECTED BY COPYRIGHT LAWS AND INTERNATIONAL COPYRIGHT TREATIES, AS WELL AS OTHER INTELLECTUAL PROPERTY LAWS AND TREATIES.  IF YOU ARE AN AGENT OR EMPLOYEE OF ANOTHER ENTITY YOU REPRESENT AND WARRANT THAT (I) THE INDIVIDUAL ACCEPTING THIS LICENSE IS DULY AUTHORIZED TO ACCEPT THIS LICENSE ON SUCH ENTITIES' BEHALF AND TO BIND SUCH ENTITY, AND (II) SUCH ENTITY HAS FULL POWER, CORPORATE OR OTHERWISE, TO ENTER INTO THIS LICENSE AND PERFORM ITS OBLIGATIONS HEREUNDER.

1.  Definitions:  In this License:

"Application" means a binary single software product from a single vendor (either Entrust or a third party) used by an individual or device that performs a single function such as word processing or electronic mail.  For greater certainty, a utility or multi-function program shall be considered to consist of multiple Applications;

"Certificate License" means a right to use a digital certificate issued by an Entrust Authority (TM) Security Manager software program;

"License" means this Entrust (R) Desktop Solutions Software License;

"Software" means the Entrust binary software products that You select or which Your system administrator has selected for installation on Your desktop and for which licensing fees have been paid to Entrust;

"User Identity" means a right to use an electronic identity issued by an Entrust Authority Security Manager software program;

"You" or "Your" means both the individual or individuals obtaining or installing the Software and any entity on whose behalf such individual or individuals are acting.  "You" includes any entity that by majority voting interest controls, is controlled by, or is under common control with You.

2.  Grant of License:  Subject to the terms and conditions of this License, Entrust grants to You, for those items of Software for which You have paid the applicable license fees, a non-exclusive, non-transferable license for the internal use of the number of copies of such items of Software licensed by You for the exploitation of a User Identity or Certificate License that has been allocated to You.  For the items of Software licensed by You, You may install and use the number of copies of the Software as are specified in the order document (company purchase order, invoice, or charge card receipt) under which You received such Software. You may only install the Software on the operating system for which that Software was licensed as specified in the order document (company purchase order, invoice, or charge card receipt). If the operating system is not specified, You may select a single supported operating system on which You want the Software to operate (the "Default Operating System"). If the Software can be executed on multiple operating systems, or if versions of the Software are provided for multiple operating systems, You may only use the Software on one of those operating systems, being either the operating system set forth in the order document or the Default Operating System, as the case may be. If the number of copies is not specified, the number of permitted copies shall be one (1). You may also make one (1) additional copy of the Software for archival purposes.  Any copies of the Software shall include all trademarks, copyright notices, restricted rights legends, proprietary markings and the like exactly as they appear on the copy of the Software originally provided to You.  Provided that You have paid the applicable license fees, and unless You have executed a written license agreement with Entrust or a distributor of Entrust, Your rights in an item of Software shall be governed by the terms and conditions of the shrinkwrap license for such item of Software.  If You have not paid the applicable license fee for an item of Entrust software, do not install or use such Entrust software.  The shrinkwrap licenses for each individual item of Software may be found, after installation, in the corresponding folder created for each item of Software on Your desktop.  This License contains a summary of the terms and conditions applicable to the Software.  If there is a conflict between this License and the shrinkwrap license installed on Your desktop for an item of Software, the shrinkwrap license installed on Your desktop shall govern for such item of Software.  Notwithstanding the foregoing, if you have entered into a written license with Entrust or a distributor of Entrust, Your rights in respect to an item of Software shall be governed by the terms and conditions of such written agreement.  Run-time versions of certain third-party software may be embedded in or delivered with the Software ("Ancillary Software") under this License. If a separate license agreement pertaining to the Ancillary Software is included with the Software, then such separate agreement shall apply to Your  use of the Ancillary Software. Your right to use the Ancillary Software shall be limited to the use necessary to operate the Software as permitted by this License. No other rights in the Software are granted to You. Entrust Entelligence (TM) E-mail Plug-in for Microsoft (R) Exchange/Outlook (R) software requires Microsoft Outlook (R) or Microsoft Exchange (TM) software to function.  Your use of Microsoft Outlook or Microsoft Exchange software is subject to the license under which You acquire the right to use Microsoft Outlook or Microsoft Exchange software.  This License does not grant You any rights with respect to Microsoft Outlook or Microsoft Exchange software.  Entrust Entelligence (TM) E-mail Plug-in for Lotus (R) Notes (TM) software requires Lotus (R) Notes (TM) software to function.  Your use of Lotus Notes software is subject to the license under which You acquire the right to use Lotus Notes software.  This License does not grant You any rights with respect to Lotus Notes software.  Entrust Entelligence (TM) E-mail Plug-in for use with QUALCOMM (R) Eudora (R) Email software requires QUALCOMM (R) Eudora (R) Email software to function.  Your use of QUALCOMM Eudora Email software is subject to the license under which You acquire the right to use QUALCOMM Eudora Email software.  This License does not grant You any rights with respect to QUALCOMM Eudora Email software.   Entrust/Unity (TM) software for Netscape Navigator (R) software requires Netscape Navigator (R) 4.06 software or higher to function.  Your use of Netscape Navigator software is subject to the license under which You acquire the right to use Netscape Navigator software.  This License does not grant You any rights with respect to Netscape Navigator software. 

3.  Restrictions:  You shall not reverse engineer, disassemble, reverse translate, decompile or in any other manner decode the Software except to the extent that the foregoing restriction is expressly prohibited by applicable law notwithstanding a contractual obligation to the contrary.  You shall not distribute, lease, rent, grant a security interest in, assign, or otherwise transfer the Software.  You shall not modify or create any derivatives of the Software or merge all or any part of the Software with another program.  You shall not assign more than one (1) individual or entity to use each User Identity or Certificate License that is recognized by the Software.  You acknowledge that the Software contains confidential information and know-how and You shall not use such confidential information or know-how except to the extent necessary to exercise the rights granted to You under Section 2 of this License.  For greater certainty, You shall not disclose any performance, benchmarking, or feature-related information about the Software. You further agree not to disclose, transfer or otherwise provide to any third party any portion of the Software or confidential information or know-how, except as explicitly permitted herein. Any third-party software or content included with or as a part of the Software may be used only with the Software unless otherwise authorized in writing by Entrust.  You will not be able to utilize the full functionality of the Software unless You have purchased or have been allocated a User Identities or Certificate License.  If You obtain a User Identity that (i) has been bundled together with a specific item of Software, or (ii) is authorized for use with a specific number of Applications, in the case of a single Application, referred to as a Single Application Bundle (SAB), such User Identity shall be restricted for use only with the Software with which such User Identity was bundled or with the number of Applications for which such User Identity was authorized.  Some versions of the Software which have been designated as localized or country-specific may nonetheless contain certain components and/or interfaces that are in the English language only.

4.  Limited Warranties:  Entrust warrants that the Software will perform substantially in accordance with its accompanying documentation for a period of thirty (30) days from the date You acquired a license to use the Software.  Entrust does not, however, warrant that the Software will be free of all defects, errors, or inaccuracies.  Entrust does not warrant that the Software will meet Your requirements.  Entrust warrants that the Software will perform date and time dependent operations in accordance with its user documentation without any material errors.  Entrust shall not be responsible for any defects, errors, or inaccuracies in the Software that result from the provision to the Software of inaccurate, incompatible, or incorrect time or date data by other programs, the operating system, firmware, or hardware.  This year 2000 warranty shall terminate ninety (90) days after the date You acquired a license to use the Software.  If the Software does not perform in accordance with the warranties set forth in this Section 4, Your exclusive remedy, upon presentation of Your receipt of purchase of this License, shall be, at Entrust's sole option, to (i) return the price paid for the Software, or (ii) repair or replace the Software.

5.  DISCLAIMER OF WARRANTIES:  EXCEPT FOR THE EXPLICIT WARRANTIES PROVIDED IN SECTION 4, THE SOFTWARE IS PROVIDED "AS IS", WITHOUT ANY REPRESENTATIONS, CONDITIONS, OR WARRANTIES OF ANY KIND.  WITHOUT LIMITATION, ENTRUST AND ITS AFFILIATES, LICENSORS, SUBCONTRACTORS AND DISTRIBUTORS DISCLAIM ANY EXPRESS OR IMPLIED REPRESENTATIONS, CONDITIONS, OR WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, TITLE, SATISFACTORY QUALITY, OR FITNESS FOR A PARTICULAR PURPOSE.  EXCEPT AS OTHERWISE EXPLICITLY PROVIDED IN THIS LICENSE, THE ENTIRE RISK OF THE USE OF THE SOFTWARE SHALL BE BORNE BY YOU. 

6.  LIMITATION OF LIABILITY:  NEITHER ENTRUST NOR ANY OF ITS AFFILIATES, LICENSORS, SUBCONTRACTORS OR DISTRIBUTORS SHALL HAVE ANY LIABILITY TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY DAMAGES ARISING FROM THIS LICENSE, RELATED TO THE SOFTWARE, OR RELATED TO ANY SERVICES PROVIDED TO YOU BY ENTRUST (INCLUDING ITS AFFILIATES, LICENSORS, SUBCONTRACTORS AND DISTRIBUTORS) IN RELATION TO THE SOFTWARE, INCLUDING WITHOUT LIMITATION ANY DIRECT, INDIRECT, RELIANCE, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUE OR PROFIT, LOSS OF OR DAMAGE TO DATA OR OTHER COMMERCIAL OR ECONOMIC LOSS, WHETHER ARISING FROM CONTRACT, EQUITY, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY) OR ANY OTHER THEORY OF LIABILITY, EVEN IF ENTRUST (INCLUDING ITS AFFILIATES, LICENSORS, SUBCONTRACTORS AND DISTRIBUTORS) HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR THEY ARE FORESEEABLE.  ENTRUST (INCLUDING ITS AFFILIATES, LICENSORS, SUBCONTRACTORS AND DISTRIBUTORS) SHALL NOT BE RESPONSIBLE FOR CLAIMS BY A THIRD PARTY.  THE LIMITATIONS IN THIS SECTION SHALL APPLY WHETHER OR NOT THE ALLEGED BREACH OR DEFAULT IS A BREACH OF A FUNDAMENTAL CONDITION OR TERM OR FUNDAMENTAL BREACH.  SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THESE LIMITATIONS MAY NOT APPLY TO YOU.

THE DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY CONSTITUTE AN ESSENTIAL PART OF THIS LICENSE.  YOU ACKNOWLEDGE THAT BUT FOR THE DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY, NEITHER ENTRUST NOR ANY OF ITS LICENSORS WOULD GRANT THE RIGHTS GRANTED IN THIS LICENSE.

7.  Term:  This License shall continue for as long as You use the Software, however, it will terminate, without notice from Entrust, if You fail to comply with any of its terms or conditions.  You must, upon termination, destroy all copies of the Software.  You may terminate this License by destroying all copies of the Software under Your control and notifying Entrust of such destruction.  In addition to this Section, the Sections entitled Definitions, Limited Warranties, Disclaimer of Warranties, Limitation of Liability, Title, High-Risk Activities, Third-Party Beneficiaries, and Miscellaneous shall continue in force even after any termination of this License.

8.  Support and Updates:  This License does not grant You the right to any updates or enhancements of the Software or the right to receive any support in respect to the Software.  Such updates and other support services, if available, may be purchased separately from Entrust in accordance with the Entrust support program.  The purchase of support and the receipt of updates and enhancements shall not increase the number of User Identities, Certificate Licenses or authorized copies of the Software.  Use of such updates or enhancements shall be governed by the terms and conditions of this License.

9.  Title:  All right, title, and interest (including all intellectual property rights) in, to, and under the Software (including all copies thereof) shall remain with Entrust and its licensors.

10.  High-Risk Activities:  The Software is not fault-tolerant and is not designed, manufactured or intended for use in or in conjunction with on-line control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, aircraft navigation or communications systems, air traffic control, or direct life support machines.  Entrust, its Affiliates, licensors, subcontractors and distributors specifically disclaim any express or implied representations, warranties or conditions for such uses.

11.  U.S. Government End-Users:  The Software is a "commercial item" as that term is defined at FAR 2.101, consisting of "commercial computer software" and "commercial computer software documentation" as such terms are defined in FAR 12.212, and is provided to the U.S. Government only as a commercial end item.  Government end users acquire the rights set out in this License for the Software consistent with: (i) for acquisition by or on behalf of civilian agencies, the terms set forth in FAR. 12.212; or (ii) for acquisition by or on behalf of units of the Department of Defense, the terms set forth in DFARS 227.7202.  Use of this Software and related documentation is further restricted by the terms and conditions of this License.

12.  Export Restrictions:  The Software and related information is subject to export and import restrictions.  By downloading, installing, or using the Software, You are representing and warranting that You are not located in, under the control of, or a national or resident of any country to which the export of the Software or related information would be prohibited by the laws of the United States or Canada.  You shall comply with the export laws and regulations of the United States and Canada that are applicable to the Software and related information and You shall comply with any local laws in Your jurisdiction that may impact Your right to export, import, or use the Software or related information, and You represent and warrant that You have complied with any such applicable laws or regulations.  The Software shall not be used for any purposes prohibited by export laws, including, without limitation, nuclear, chemical, or biological weapons proliferation.  You shall be responsible for procuring all required permissions for any subsequent export, import, or use of the Software or related information.

13.  Intellectual Property:  Entrust is a trademark or a registered trademark of Entrust, Inc. in certain countries.  All Entrust product names and logos are trademarks or registered trademarks of Entrust, Inc. in certain countries.  Microsoft is registered trademark of Microsoft Corporation in certain countries.  Microsoft's logos and Microsoft's product and service names are trademarks or registered trademarks of Microsoft Corporation in certain countries.  Netscape is registered trademark of Netscape Communications Corporation in certain countries.  Netscape's logos and Netscape's product and service names are trademarks or registered trademarks of Netscape Communications Corporation in certain countries.  Qualcomm is registered trademark of Qualcomm Incorporated in certain countries.  Qualcomm's logos and Qualcomm's product and service names are also trademarks or registered trademarks of Qualcomm Incorporated in certain countries.  All other company and product names and logos are trademarks or registered trademarks of their respective owners.  The Software is covered by the following U.S. Patents: 5,968,177, 5,511,123, 5,949,883, 5,699,431, 5,664,016, 5,825,886, 5,850,443, and other patents pending.

14. Third-Party Beneficiaries:  You are notified that there may be third-party beneficiaries to this License.  To the extent that this License contains provisions that relate to (i) the use by You of certain Software in which such third parties have an interest, or (ii) services provided by Affiliates, licensors, subcontractors, and distributors of Entrust; such provisions are made expressly for the benefit of such third-party beneficiaries and are enforceable by such third-party beneficiaries in addition to being enforceable by Entrust.

15. Miscellaneous: This License is the entire agreement between You and Entrust in respect to the Software, superseding any other agreement or discussions, oral or written, and may not be changed except by a written license agreement.  The terms and conditions of this License shall prevail over any quotes, orders, purchase orders, acknowledgements, or other communications between the parties in relation to the Software and the Software shall be deemed to be delivered pursuant to the terms and conditions of this License unless You have executed a written license agreement with Entrust or a distributor of Entrust, in which case the Software shall be deemed to have been delivered pursuant to the terms and conditions of such written license agreement.  You may not assign this License whether voluntarily, by operation of law, or otherwise without Entrust's prior written consent.  Entrust may assign this License at any time without notice.  The failure of a party to claim a breach of any term of this License shall not constitute a waiver of such breach or the right of such party to enforce any subsequent breach of such term.  If any provision of this License is held to be unenforceable or illegal, such decision shall not affect the validity or enforceability of such provisions under other circumstances or the remaining provisions of this License and such remaining provisions shall be reformed only to the extent necessary to make them enforceable under such circumstances.  If You obtained the Software in the United States, this License shall be governed by the laws of the State of New York.  If You obtained the Software outside of the United States, this License shall be governed by the laws of the Province of Ontario, Canada.  No choice of laws rules of any jurisdiction shall apply to this License.  If You obtained the Software in the United States, You consent and agree that the courts of the State of Texas, in Dallas, Texas, shall have exclusive jurisdiction over any legal action or proceeding arising out of or relating to this License, and You consent to the jurisdiction of such courts for any such action or proceeding.  If You obtained the Software outside of the United States, You consent and agree that the courts of the Province of Ontario, in Ottawa, Canada, shall have exclusive jurisdiction over any legal action or proceeding arising out of or relating to this License, and You consent to the jurisdiction of such courts for any such action or proceeding.  You waive all rights that You may have or that may hereafter arise to contest such exclusive jurisdiction of such courts.  The parties waive any right to a jury trial with respect to any action brought in connection with this License.  The application of the United Nations Convention on Contracts for the International Sale of Goods to this License is expressly excluded.

October 16, 2001