ATTENTION:  THIS IS A LICENSE, NOT A SALE.  THIS SOFTWARE IS PROVIDED UNDER THE FOLLOWING LICENSE WHICH DEFINES WHAT YOU MAY DO WITH THE SOFTWARE AND CONTAINS LIMITATIONS ON WARRANTIES AND/OR REMEDIES.  IF YOU OBTAINED THIS SOFTWARE IN THE UNITED STATES, "ENTRUST TECHNOLOGIES" SHALL MEAN ENTRUST TECHNOLOGIES INC.  IF YOU OBTAINED THIS SOFTWARE OUTSIDE OF THE UNITED STATES, "ENTRUST TECHNOLOGIES" SHALL MEAN ENTRUST TECHNOLOGIES LIMITED.

Entrust/Direct(TM) Client 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 THE LICENSE, PLEASE DO NOT DOWNLOAD, INSTALL OR USE THE SOFTWARE AND PROMPTLY (I) RETURN OR DESTROY THE SOFTWARE, OR, (II) IN THE EVENT THAT YOU PAID A LICENSE FEE FOR THE SOFTWARE, RETURN THE SOFTWARE TO ENTRUST TECHNOLOGIES OR THE DISTRIBUTOR OR RESELLER 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 BE CONSIDERED TO 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.  IN THE EVENT THAT YOU ARE ACTING AS AN AGENT OR EMPLOYEE OF ANOTHER LEGAL ENTITY YOU HEREBY REPRESENT AND WARRANT THAT (I) THE INDIVIDUAL EXECUTING THIS LICENSE IS DULY AUTHORIZED TO EXECUTE THIS LICENSE ON SUCH LEGAL ENTITIES' BEHALF AND TO BIND SUCH LEGAL ENTITY HEREBY, (II) SUCH LEGAL ENTITY HAS FULL LEGAL POWER, CORPORATE OR OTHERWISE, TO ENTER INTO THIS LICENSE AND PERFORM ITS OBLIGATIONS HEREUNDER.

1.  Definitions:  In this License:

"Application" means a single software product from a single vendor (either Entrust Technologies or a third party) used by an individual or device which 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;

"License" means this Entrust/Direct Client Software License;

"Software" means the Entrust/Direct software program packaged with this License or in which this License is embedded, and which software program includes the storage media containing the software program, and any printed, online, or electronic documentation;

"User License" means a right to use an electronic identity issued by an Entrust/Authority software program;

"You or Your" means both the individual or individuals obtaining or installing the Software and any legal entity on whose behalf such individual or individuals are acting.

2.  Grant of License: Subject to the terms and conditions of this License, Entrust Technologies hereby grants to Your an internal, non-exclusive, non-transferable license to (i) make copies of the Software to the extent licensed hereunder to exploit a User License which has been allocated to Your, and (ii) use each copy of the Software licensed hereunder.  You may install and use the number of copies of the Software specified in the order document (company purchase order, invoice, or charge card receipt) for this Software.  In the event that no number of permitted copies is specified, the number of permitted copies shall be one (1). You may also make an additional copy of the Software but only for back-up or archival purposes.  No other right to reproduce the Software is granted.  Any such copies must 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 Your.

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 License that is recognized by this Software. You hereby acknowledge that the Software contains confidential information and know-how.  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 included as part of the Software may be used only with the Software unless otherwise authorized in writing by Entrust Technologies.  You will not be able to utilize the full functionality of the Software unless Your have purchased or have been allocated a User License.  In the event that Your obtain a User License which (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 License shall be restricted for use only with the Software with which such User License was bundled or with the number of Applications for which such User License was authorized.

4.  Warranty: Entrust Technologies warrants that the Software will perform substantially in accordance with its accompanying documentation for thirty (30) days from the date Your acquired a license to use the Software.  Entrust Technologies does not warrant that the Software will meet Your requirements.  If the Software does not perform in substantial accordance with its accompanying documentation, Your exclusive remedy under this agreement upon presentation of Your receipt of purchase of this License, shall be at Entrust Technologies' option, to either (i) return the price paid, or (ii) repair or replace the Software.  Entrust Technologies warrants that when used in accordance with its accompanying user documentation, the Software will perform date and time dependent operations between December 31, 1999, and January 1, 2000, without any material, service affecting non-conformances to such user documentation.  Entrust Technologies does not, however, warrant that the Software will be free of all defects, errors or inaccuracies.  Entrust Technologies 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 of delivery or on June 30, 2000, whichever is later.  Entrust Technologies' sole liability and Your sole and exclusive remedy for breach of this Year 2000 warranty shall be for Entrust Technologies, at its option, to either (i) return the price paid, or (ii) repair or replace the Software.

5.  DISCLAIMER OF WARRANTY: EXCEPT FOR THE EXPLICIT WARRANTY PROVIDED IN SECTION 4, THE SOFTWARE IS PROVIDED "AS IS", WITHOUT ANY REPRESENTATIONS, CONDITIONS OR WARRANTIES OF ANY KIND, INCLUDING WITHOUT LIMITATION, ANY EXPRESS OR IMPLIED REPRESENTATIONS, CONDITIONS OR WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, TITLE, SATISFACTORY QUALITY, OR FITNESS FOR A PARTICULAR PURPOSE.  THE ENTIRE RISK OF THE USE OF THE SOFTWARE SHALL BE BORNE BY YOU. 

6.  LIMITATION OF LIABILITY: NEITHER ENTRUST TECHNOLOGIES NOR ANY OF ITS SUPPLIERS OR DEALERS SHALL HAVE ANY LIABILITY TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY DAMAGES ARISING FROM THIS LICENSE OR RELATED 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, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY) OR ANY OTHER THEORY OF LIABILITY, EVEN IF ENTRUST TECHNOLOGIES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR THEY ARE FORESEEABLE.  ENTRUST TECHNOLOGIES AND ITS SUPPLIERS SHALL ALSO 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.

THIS DISCLAIMER OF WARRANTY AND LIMITATION OF LIABILITY CONSTITUTE AN ESSENTIAL PART OF THIS LICENSE.   YOU ACKNOWLEDGE THAT BUT FOR THIS DISCLAIMER OF WARRANTY AND LIMITATION OF LIABILITY, ENTRUST TECHNOLOGIES WOULD NOT GRANT THE RIGHT TO USE THE SOFTWARE AS PERMITTED IN THIS LICENSE.

7.  Term:  This License shall continue for as long as Your use the Software, however, it will terminate if Your fail to comply with any of its terms or conditions.  You must, upon termination, destroy all copies of the Software.  The provisions entitled Title, Disclaimer of Warranties, Limitation of Liability, High-Risk Activities and Miscellaneous shall continue in force even after any termination of this License.

8.  Support and Updates:  This License does not grant Your 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 may be purchased separately from Entrust Technologies in accordance with the Entrust Technologies support program.  The purchase of support and the receipt of updates and enhancements shall not increase the number of authorized copies or users of the Software.  Use of such updates or enhancements shall be governed by the terms and conditions of this License.

9.  Title:  The Software and its contents, and all intellectual property rights therein, shall remain the sole and exclusive property of Entrust Technologies and its suppliers and Your acquire only those limited rights granted in this License.

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 Technologies specifically disclaims 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 48 C.F.R. 2.101 (JAN 1998), consisting of "commercial computer software" and "commercial computer software documentation", as such terms are used in 48 C.F.R. 12.212 (SEPT 1995), 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 48 C.F.R. 12.212 (SEPT 1995); or (ii) for acquisition by or on behalf of units of the Department of Defense, the terms set forth in 48 C.F.R. 227.7202.

12.  Export Restrictions:  The Software and related information is subject to export and import restrictions.  By downloading, installing or using the Software, Your are representing and warranting that Your 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.  In addition, Your shall be responsible for complying with any local laws in Your jurisdiction which may impact Your right to export, import or use the Software or related information, and Your represent and warrant that Your have complied with any such applicable laws or regulations.  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 registered trademark of Entrust Technologies in certain countries.  All Entrust product names and logos are trademarks or registered trademarks of Entrust Technologies in certain countries.  All other company and product names are trademarks or registered trademarks of their respective owners in certain countries. The Software may be covered by one or more of the following U.S. Patents: 5,511,123, 5,699,431 and other patents pending.

14.  Miscellaneous: This License is the entire agreement between Your and Entrust Technologies, superseding any other agreement or discussions, oral or written, and may not be changed except by a signed agreement.  Any purchase orders issued by Your to Entrust Technologies in relation to the Software shall be deemed to be delivered pursuant to the terms and conditions of this License unless Your have executed a written license agreement with Entrust Technologies or a distributor of Entrust Technologies, in which case the Software shall be deemed to have been delivered pursuant to such written license agreement.  You may not assign this License whether voluntarily, by operation of law, or otherwise without Entrust Technologies' prior written consent.  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 Your obtained the Software in the United States, this License shall be governed by the laws of the State of New York, USA, excluding conflict of laws provisions.  If Your obtained the Software outside of the United States, this License shall be governed by the laws of the Province of Ontario, Canada, excluding conflict of laws provisions.  If Your obtained the Software in the United States, Your 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 Your consent to the jurisdiction of such courts for any such action or proceeding.  If Your obtained the Software outside of the United States, Your 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 Your consent to the jurisdiction of such courts for any such action or proceeding.  You hereby waive all rights which Your may have or which 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.

Should Your have any questions concerning this License, or if Your wish to contact Entrust Technologies, please write:  Entrust Technologies Limited, 750 Heron Road, Suite E08, Ottawa, Ontario  K1V 1A7.
