IntraREADY(, WEBzERVE(, XPDtime( (eXPeDeTime() SITE LICENSE SUBSCRIPTION AGREEMENT as at April, 2000 IMPORTANT - PLEASE READ CAREFULLY: The within Site License Agreement is a legal and binding agreement between the Subscriber (defined herein) (referred to as "Subscriber") as the Licensee and Scientific Systems and Software International Corporation (referred to as "the Licensor") as the Licensor for the non-exclusive and non-transferable Right to Use (defined herein) the intraREADY(, WEBzERVE(, XPDtime( (eXPeDeTime() Service which may include on-line or electronic documentation, embedded code, programming, HTML, files, images, graphics, icons, content, and all intellectual property incorporated in or generated by the intraREADY(, WEBzERVE(, XPDtime( (eXPeDeTime() Service (jointly and severally referred to as the "Service") on the terms and conditions herein contained. By accessing, installing or otherwise using the Service you signify your assent to the within terms of use. The Licensor reserves the right, at our discretion, to change, modify, add or remove portions of the within terms at any time. Please check these terms periodically at http://www.intraready.com for changes. Your continued use of the Service following the posting of changes to these terms will mean you accept those changes. SHOULD YOU NOT AGREE to be bound by the terms and conditions herein the Licensor is unwilling to license the Service to you. In that instance, immediately return to the Licensor all Service Support Materials provided to you - YOU MAY NOT USE OR COPY THE SERVICE.

TERMS AND CONDITIONS
1.0 Definitions
1.1 "End User(s)" shall mean the employees, staff, consultants or clients officially affiliated with the Subscriber and thereby authorized to use the Service as herein licensed.
1.2 "Licensor" shall include the Licensor, its Employees, Agents, Authorized Representatives and its developers.
1.3 "Site" shall mean:
i. in the case of a business any one or more buildings that are a part of a single address and serviced by a single internet connection and shall include any one or more computer workstations located within those buildings;
ii. in the case of a government agency any one or more departments of that agency which shall be in any one or more buildings that are a part of a single address and serviced by one internet connection and shall include any one or more computer workstations located within those departments, as is more specifically set out within the Purchase Order;
iii. in the case of a any other business entity other than referenced in i, and ii above shall mean the Subscriber's normal place of business, at one address, and shall include any one or more computer workstations located within that place of business.
1.4 "Right to Use" shall mean the right to access, engage, view, print, and as more specifically set out in Section 4.0 herein, the limited right to copy and/or distribute the Service, during the Term.
1.5 "Site Administrator(s)" shall mean any staff, administrator or other professional, of the legal age of majority, located at a Site.
1.6 "Subscriber" shall mean that organization or entity legally capable of, and entering into this Agreement, by way of initiating a Purchase Order for a paid subscription.
1.7 "Term" of this Agreement shall commence as of the start date of access to the Service and shall continue until access has been terminated.
1.8 Whenever referenced herein "Subscriber" and/or "Licensee" shall be interpreted to include any and all Site Administrator(s) and/or End-User(s) at each subscribing Site.

2.0 Ownership
2.1 The Service and all trademarks, tradenames, copyrights and all other intellectual property which may or may not be defined is owned by the Licensor and are protected by US copyright laws and international treaties. No materials from the Service or any Web site owned, operated, licensed or controlled by the Licensor, may be reproduced, republished, uploaded, posted, transmitted in any way, except as specifically set out herein for non-commercial educational use only.
2.2 No distribution, transfer, sale, lease, or assignment of the Service in part or in whole including any search output or results may be made by the Licensee, to any other person, Site, subsidiary or parent organization.
2.3 The Subscriber may not decompile, reverse engineer, upload, post, transmit or commercially exploit the Service or any part thereof.
2.4 Where the rights herein to copy or distribute the Service, or any part of it, is exercised by the Subscriber, the Subscriber shall reproduce the copyright notice and any other legend of ownership on each copy, or partial copy, of the Service or document copies.

3.0 Subscription Fees
3.1 The Subscriber agrees to pay to the Licensor the Fees payable pursuant to the Licensor's pricing schedules.
3.2 Any discounted subscription promotion is subject to the Subscriber's renewal of a valid 12 month license to a qualifying Convene.com Corporation product. Should the Convene.com Corporation product license become invalid during the subscription term the Grant of License herein shall automatically terminate.
3.3 Invoices shall be paid within thirty (30) days of receipt. All sales, excise or other taxes imposed by any government authority as well as any further additional charges, including shipping and handling, are in addition to the Fee and shall be paid by the Subscriber.
3.4 The Licensor reserves the right to levy an Administration Fee of One Thousand Dollars ($1000.00) due and payable by the Subscriber upon the cancellation of a Purchase Order, or upon the premature termination of this Subscription Agreement pursuant to paragraphs 7.1(ii) through 7.1(iv) herein.

4.0 Use of Service
4.1 Where applicable, multiple copies of the Service may be loaded from the CD-ROM (the "Program Copies") onto an unlimited number of computers at each Site during the Term of this Agreement.
4.2 Activity sheets and other documentation supplied with or within the Service may be copied for use with the Service at each Site (the "Documentation").
4.3 Concurrent access to the Service may be obtained via multiple computer workstations at the Site by way of username and password verification, or any other means of authentication from time-to-time established by the Licensor. The End Users may further access the Service from their home computers for personal educational purposes only.
4.4 The Site Administrator(s), or any of them, accepts any and all responsibility and liability, foreseen or unforeseen, for the use of the Service and/or any components, tools and features thereof. The Site Administrator(s) acknowledge that the Service includes features which provide access to electronic mail and Internet sites which are not governed by the Licensor and that the access to these features and/or Internet sites are at the sole responsibility and liability of the Subscriber and/or Site Administrator(s).
4.5 The Subscriber shall use its best efforts to prevent any illegal use of the Service or Documentation by its Site Administrator(s) End User(s), agents, assigns or any other person, organizations or Sites. The Subscriber is solely responsible for all security of and all access (including unauthorized access) to the Service by use of the assigned username and password, or any other means of authentication so granted by the Licensor.

5.0 Limitation of Liability
5.1 The Licensor assumes no responsibility for the selection of this Service to achieve any intended purposes, for the proper use of this Service and for verifying the results obtained from use of this Service. The Licensor licenses this Service "as is" and does not warrant that the functions contained in this Service will meet any requirements, that the Service is fit for any particular purpose or that the operation of the Service will be uninterrupted or error-free.
5.2 The Licensor does not warrant that the Service Web sites or CD-ROMs are compatible with every Internet browser or with every workstation.
5.3 Should the Service or any part of it be found defective the Licensor's liability shall be limited to the replacement of same.
5.4 In no event will the Licensor be liable for any incidental, consequential or indirect damages (including but not limited to damages for loss of profits, interruption or loss of information) arising out of the use of or inability to use the Service, including if the Licensor or any authorized representative has been advised of the possibility of such damages.
5.5 The Licensor makes no representations or warranties, expressed or implied, nor assumes any responsibility or liability for any restriction, complication, non-compliance, suitability or non-compatibility of the technology, software or hardware used by the Subscriber to access and use the Service.
5.6 The Subscriber agrees that the Licensor's liability hereunder for damages, regardless of form or action, will not exceed the Fee paid to the Licensor under this Agreement.

6.0 Rights of Licensor
6.1 The Licensor reserves the right to add or subtract services and data from the Service without warning. Notification of changes to the Service may be provided by way of notices posted prominently within the Service.
6.2 Any rights not expressly provided for herein are reserved to the Licensor.

7.0 Termination of Agreement
7.1 This Agreement shall immediately and automatically terminate without notice or any other act
i. upon the expiry of the term of the fully paid subscription to the Service;
ii. upon the attempted illegal copying, distribution, transfer, assignment, lease or sale of the Service, or rights thereto, without the prior written consent of the Licensor;
iii. upon the notice in writing given by one party to the other upon the violation by that party of any provision of this Agreement;
iv. upon the receipt by the Licensor of a Notice of Termination and the payment by the Subscriber of a Termination Fee to be calculated by the Licensor on a retroactive basis and pursuant to the re-adjusted annual fee charged by the Licensor for the length of term completed by the Subscriber.
pursuant to paragraph 3.2 herein, upon the expiry of the applicable product license.
7.2 Notwithstanding paragraph 3.2 herein, upon the termination of the within Grant of License by a Subscriber who has received a preferred pricing structure at the time of purchase of the Grant of License, that Subscriber, and any other Subscribers who have also benefited from the preferred pricing structure (the "Remaining Subscribers") shall further be subject to a readjustment of the Subscription Fees for the duration of the term of this Agreement in accordance with the Licensor's pricing schedules. The whole of this Agreement shall remain in force and effect with the Remaining Subscribers.
7.3 Upon termination of the License granted herein pursuant to any of paragraphs 7.1(ii) through 7.1(iv) above the Subscriber shall return to the Licensor forthwith all of the original and copied Service CD-ROMs, Documentation and any support materials in its possession. Failure to do so may result in additional fees and charges being levied against the Subscriber.
7.4 Any and all use of the Service by the Subscriber following termination of the License term is prohibited and may result in additional fees and charges being levied against the Subscriber.
7.5 Paragraphs 2, 4, 5, 6 and 7 shall survive the termination or expiration of this License.

8.0 General Provisions
8.1 In the event of an inability or failure by the Licensor to carry out any of the terms of this Agreement due to any reasons that are beyond the reasonable control of the Licensor, then the Licensor shall not be liable to the Subscriber during the period and to the extent of such inability or failure.
8.2 The Licensor's waiver, failure or delay to exercise any right, provision or entitlement herein shall not be deemed to constitute a waiver of same or any other provision, right or entitlement herein.
8.3 This Agreement, which where applicable includes the Subscriber's Purchase Order Form, shall constitute the entire agreement between the parties and supersede all prior agreements and understandings, oral or written, express or implied, by and between any of the parties with respect to the subject matter of this Agreement.
8.4 These terms shall be governed by and construed in accordance with the laws of the State of Maryland.
8.5 If any one or more of the provisions contained in this Agreement should be invalid, illegal or unenforceable in any respect in any jurisdiction, the validity, legality and enforceability of such provision or provisions shall not in any way be affected or impaired as a result of such event in any other jurisdiction and the validity, legality and enforceability of the remaining provisions contained in this Agreement shall not in any way be affected or impaired as a result of such event, unless in either case as a result of such determination this Agreement would fail in its essential purpose. END