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License Agreement

Scalix Community Edition, Enterprise Edition and Small Business Edition License Agreement

The software you are installing is licensed to you under the terms of a software license agreement. If you are installing an evaluation copy of Scalix software, the license agreement which you accepted during your download (and which is contained in a text file in the download package) applies. If you are not installing an evaluation copy of Scalix software, then one of the two agreements below applies. The default installation installs Scalix Community Edition; by entering a valid license key during the installation process, the installation will instead install Scalix Enterprise Edition or Scalix Small Business Edition. Your installation and use of the software is governed by the terms of the applicable license agreement.

Scalix Community Edition License Agreement

This is a software license agreement between you, which means your organization, enterprise, or other association or you personally if you intend to use Scalix Community Edition personally ("You") and Scalix Corporation ("Scalix", "We", or "Us"). Your acceptance of this license agreement is required before installing and using Scalix Community Edition.

No-Cost License

This license does not require that You pay anything to Scalix. Scalix grants to You a perpetual, non-exclusive, non-transferable royalty-free worldwide license to install and use Scalix Community Edition. Scalix Community Edition provides up to twenty-five "full functionality" premium user accounts, and an unlimited number of standard user accounts. You may configure and use such accounts as You wish. 

Sharing Scalix Community Edition

You may not transfer this license agreement to others. If You wish to share Scalix Community Edition with others, you may do so provided that all of the terms of this license agreement are followed.

Reselling Scalix Community Edition

If You wish to resell Scalix Community Edition, or otherwise offer Scalix Community Edition to others or for othersí use for a fee of any sort, please contact Scalix Sales. You must contact Scalix and receive our approval prior to offering Scalix Community Edition to others for a fee.

Software Ownership; Software Protection

Your rights are defined in this license agreement. Scalix and its licensors retain all right, title, and interest, including all intellectual property rights, to Scalix Community Edition except as provided in this license agreement. You agree that You will not reverse engineer, translate, disassemble, decompile, modify, or otherwise derive the source code of Scalix Community Edition, nor will You attempt to do so or permit others to do so. You agree that you will not "hack" or otherwise attempt to modify the behavior of Scalix Community Edition for any reason. You agree that You will not remove or alter any copyright notices or other proprietary notices in Scalix Community Edition. From time to time Scalix may develop and release software or documentation intended for use with Scalix Enterprise Edition or Scalix Small Business Edition. You may not use nor attempt to use such software in conjunction with Scalix Community Edition.

Intended for Your Lawful Use

Scalix Community Edition is intended for Your lawful use. You agree not to download, install, or use Scalix Community Edition if so doing would be a violation of applicable law. You agree not to publish performance benchmark results for Scalix Community Edition without our prior consent. You may seek such consent by contacting Scalix at info@scalix.com.

Verification of Proper Usage

We expect that the vast majority of users of Scalix Community Edition will comply with the terms of this license agreement. However, in order to ensure that users are not willfully violating this agreement, You agree to cooperate with Us and produce any records or other materials related to Your use of Scalix Community Edition upon our reasonable request.

Support and Updates

If You encounter difficulties in installing or using Scalix Community Edition, We encourage You to visit our user forum at www.scalix.com/community/. We may from time to time offer support plans for our Community Edition users. We may also issue updates, patches, fixes, or enhancements to Scalix Community Edition, and such updates may alter the functionality of Scalix Community Edition. If You have opted to receive communications from Scalix, We will make reasonable efforts to promptly notify You of the availability of such updates.

Limited Warranty

Scalix warrants that, to the best of our knowledge, Scalix Community Edition does not contain any virus, Trojan horse, worm, or other malicious code. Scalix must however expressly disclaim all other warranties, express, implied, or statutory, including any warranties of title, non-infringement, merchantability, fitness for a particular use, or arising from a course of dealing, course of performance, or usage of trade.

Indemnity

If You desire an indemnification agreement of any sort from Scalix, please contact Us to explore a purchase of Scalix Enterprise Edition or Scalix Small Business Edition at info@scalix.com.

Termination of this License Agreement

You may terminate this license agreement, including your rights and obligations contained herein, by uninstalling all instances of Scalix Community Edition and destroying any copy or backup of the software, the downloaded installation package, and any accompanying documentation. We may terminate this license agreement if You breach the terms of this agreement, or in the limited instance that a court of competent jurisdiction determines that Scalix Community Edition infringes the proprietary rights of a third party.

Limitation of Liability

In no circumstance will Scalix or its licensors have any liability to You or anyone claiming through You for any lost profits, lost data, equipment downtime, or for any indirect, incidental, special, or consequential damages in any way arising out of this license agreement or the installation or use of Scalix Community Edition.

U.S. Government Usage

If this license is acquired under a U.S. Government contract, use, duplication, and disclosure of Scalix Community Edition and any accompanying documentation by the U.S. Government is subject to restrictions set forth in this license agreement, which incorporates all applicable FAR provisions; without limitation, You agree that Scalix Community Edition is delivered as "commercial computer software" as defined in DFARS 252.227-7014 (June 1995) or as a "commercial item" as defined in FAR 2.101(a), or as "restricted computer software" as defined in FAR 52.227-19 (Jun 1987) (or any equivalent agency regulation or contract clause), whichever is applicable. If Scalix Community Edition is licensed for use in the performance of a U.S government prime contract or subcontract, You agree that Scalix Community Edition has been developed entirely at private expense. You agree that Scalix Community Edition is adequately marked when the restricted rights legend below is affixed to software or to its storage media and is perceptible directly or with the aid of a machine or device. You agree to conspicuously put the following legend on the Scalix Community Edition media with your name and address added below the notice:

RESTRICTED RIGHTS LEGEND

Use, duplication or disclosure is subject to Scalixís and its licensorsí standard commercial license terms and for non-DOD Departments and Agencies of the U.S. Government, the restrictions as set forth in FAR 52.227-19©(1-2)(Jun 1987).

Scalix Corporation
1400 Fashion Island Blvd.
Suite 602
San Mateo, CA 94404

Copyright © 2006 Scalix Corporation. All Rights Reserved.

Additional Required Terms

If You export, re-export or import Scalix Community Edition, You assume responsibility for complying with applicable laws and regulations and for obtaining required export and import authorizations. If any provision of this license agreement is unenforceable, such provision will be changed to accomplish its objectives to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect. Exclusive jurisdiction and venue of any actions arising out of, or relating to or in any way connected with this license agreement or Scalix Community Edition will be in San Mateo County, California if in state court, and in the Northern District of California if in Federal Court. Your and our respective rights and obligations under this license agreement shall not be governed by the provisions of the 1980 United Nations Convention on Contracts for the International Sale of Goods or the United Nations Convention on the Limitation Period in the International Sale of Goods, as amended. This license agreement will be governed in all respects by the laws of the State of California, without application of its conflicts of laws principles, and without regard to the provisions of any state Uniform Computer Information Transactions Act or similar federal or state laws or regulations. You agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting party will not be applied in the construction or interpretation of this license agreement.

Scalix Enterprise Edition and Scalix Small Business Edition License Agreement

If you have entered into a binding, written agreement with Scalix Corporation governing the license of Scalix Enterprise Edition or Scalix Small Business Edition software, then such written agreement shall be operative and the following license terms are not applicable. If you have not entered into a binding written license agreement with Scalix Corporation, then the terms of the below license govern your installation and use of the software.

DEFINITIONS

For purposes of this License Agreement (the "Agreement") the following terms shall have the meanings set forth below:"Customer" means your organization, enterprise, or other association or you personally if you intend to use Scalix Enterprise Edition or Scalix Small Business Edition personally.

"Documentation" means such manuals, guides, and other similar publications relating to the applicable components of the Scalix Enterprise Edition Software or Scalix Small Business Edition Software that Scalix generally provides to its licensees from time to time.

"Premium User License" or "PUL" means a license to configure a fully-functional, MAPI-enabled, unique mailbox for a Scalix Enterprise Edition Software or Scalix Small Business Edition Software user via Scalix Connect Software and a supported client application. Each PUL authorizes a specific, identifiable, unique user mailbox, each of which may accessed by any number of methods such as Scalix Connect software with a supported client application, independent client applications, webmail applications, handheld devices, etc.

"Premium User" means an individual permitted by Customer to access and use a fully-functional, MAPI-enabled mailbox on the Scalix Server Software.

"Scalix" means Scalix Corporation, a Delaware corporation.

"Scalix Enterprise Edition Software" means the Scalix Server Software, Scalix Connect Software, and Scalix Web Access Software, in executable form, as well as any patches, updates, or upgrades thereto, that Scalix provides to the Customer.

"Scalix Small Business Edition Software" means the Scalix Server Software, Scalix Connect Software, and Scalix Web Access Software, in executable form, as well as any patches, updates, or upgrades thereto, that Scalix provides to the Customer.

"Software Subscription Services" means those software update and upgrade services described in the section identified as "SOFTWARE SUBSCRIPTION SERVICE" herein.

"Standard User" means an individual permitted by Customer to access and use a mailbox on the Scalix Server Software via Scalix webmail applications, but specifically excluding Premium Users.
 
LICENSE GRANT

License Grant for Scalix Server Software. Subject to the terms and conditions of this Agreement, Scalix grants Customer a perpetual, non-exclusive, non-transferable, royalty-free, fully-paid, worldwide license (without right to sublicense) to install and use the Scalix Server Software internally in accordance with the Scalix Server Software Documentation.

Premium User License Grant. Subject to the terms and conditions of this Agreement, Scalix grants Customer a perpetual, non-exclusive, non-transferable, royalty-free, fully-paid, worldwide license (without right to sublicense) to configure that number of unique mailboxes for Premium Users as Customer has properly paid for. Further subject to the terms and conditions of this Agreement, Customer may reproduce the Scalix Connect Software in amounts necessary to enable mailbox access for Premium Users, and to install and execute the Scalix Connect Software on Premium Usersí machines for use solely in conjunction with the Scalix Server Software. 

Standard User License Grant. Subject to the terms and conditions of this Agreement, Scalix grants Customer a perpetual, non-exclusive, non-transferable, royalty-free, fully-paid, worldwide license (without right to sublicense) to configure any number of unique Standard User mailboxes. 

Licensing Restriction. Customer agrees not to cause or permit the reverse engineering, translation, disassembly, or decompilation of, or otherwise to attempt to derive the source code of, the Scalix Enterprise Edition Software or Scalix Small Business Edition Software, whether in whole or in part. Customer shall not itself, and shall not permit or encourage any third party to, use the Scalix Enterprise Edition Software or Scalix Small Business Edition Software on a service bureau basis, to rent, lease, distribute, transfer, or make any derivative works of or changes, modification, or enhancements to the Scalix Enterprise Edition Software or Scalix Small Business Edition Software. Customer shall not disclose or publish performance benchmark results for Scalix Enterprise Edition Software or Scalix Small Business Edition Software without Scalixís written consent. Customer shall not use the Scalix Enterprise Edition Software or Scalix Small Business Edition Software in any manner which is a violation of law or regulation.

Proprietary Notices. Customer shall not remove, alter, efface, or obscure any copyright notices or other proprietary notices or legends from any Scalix Enterprise Edition Software, Scalix Small Business Edition Software, or other material provided hereunder, and Customer shall reproduce all such notices and legends whenever any such notices appear in the Scalix Enterprise Edition Software, Scalix Small Business Edition Software or the Documentation. 

Ownership. Except as specifically provided herein, Scalix and its licensors retain all right, title, and interest, including all intellectual property rights, in and to the Scalix Enterprise Edition Software and Scalix Small Business Edition Software. Except for the express licenses granted in this section "LICENSE GRANT," Scalix and its licensors reserve all rights in and to the Scalix Enterprise Edition Software and Scalix Small Business Edition Software. 

Evidence of Compliance. Upon request of Scalix, Customer shall promptly, and in any event within thirty (30) days, provide Scalix with any and all evidence reasonably necessary to confirm Customerís compliance with the provisions of this section "LICENSE GRANT". 

LICENSE FEES AND REPORTING

License Fees. This License Agreement is valid only if Customer (or a Partner if Customers purchases the Scalix Enterprise Edition Software or Scalix Small Business Edition Software through a Scalix Partner) pays to Scalix the agreed-upon aggregate license fees. All such license fees are non-cancelable, nonrefundable, and non-contingent, and are payable in United States currency in accordance with the terms of sale. 

Reporting and Auditing. Customer shall maintain complete, clear, and accurate accounting, user and distribution records, in accordance with generally accepted accounting practices, to support and document its use of the Scalix Enterprise Edition Software or Scalix Small Business Edition Software pursuant to this Agreement. Customer shall, upon written request from Scalix, provide access to such records to an independent auditor chosen by Scalix for the purposes of audit and to allow such auditor to make copies and summaries of such records. 

If any such audit discloses a shortfall in the reporting of the number of Scalix Enterprise Edition Software or Scalix Small Business Edition Software User Licenses, Customer shall immediately pay all license fees and late fees associated with such shortfall and, if the shortfall is more than five percent (5%) for any period, Customer agrees to pay or reimburse Scalix for the expenses of such audit. 

LIMITED WARRANTIES

Limited Warranty. Scalix warrants that for a period of ninety (90) days following delivery of the Scalix Enterprise Edition Software or Scalix Small Business Edition Software to Customer, the Scalix Enterprise Edition Software or Scalix Small Business Edition Software will perform substantially in accordance with the accompanying Documentation, provided that: (a) Customer remains a compliant, continuous subscriber to Software Subscription Services and has installed all patches or updates made available to Customer by Scalix; (b) Customer is using the Scalix Enterprise Edition Software or Scalix Small Business Edition Software in accordance with Scalixís hardware and software guidelines; (c) any error or defect detected is reproducible by Scalix; (d) the performance issue, error, or defect does not relate to third-party software; and (e) Customer notifies Scalix of such nonconformance within the warranty period. Neither Scalix nor its licensors represent or warrant that the Scalix Enterprise Edition Software or Scalix Small Business Edition Software will be error-free or will operate without interruption. 

Warranty Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN SECTION "LIMITED WARRANTIES," SCALIX HEREBY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, WITH RESPECT TO THE SCALIX ENTERPRISE EDITION SOFTWARE OR SCALIX SMALL BUSINESS EDITION SOFTWARE, INCLUDING ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE.

SOFTWARE SUBSCRIPTION SERVICE

Software Subscription Service. So long as Customer remains a compliant, continuing subscriber to Scalixís Software Subscription Service, Scalix will make available to Customer all updates or upgrades to the Scalix Enterprise Edition Software or Scalix Small Business Edition Software that it generally makes available to its subscribers. In addition, as a continuing subscriber to Scalixís Software Subscription Service, Customer shall have access to on-line documentation, Scalix-produced webcasts, and Scalixís online download center. From time to time Scalix may release an update that it deems an "Essential Upgrade;" in such case, Customer shall promptly replace superseded version of its Scalix Enterprise Edition Software or Scalix Small Business Edition Software with such Essential Upgrade. Customer recognizes that the Scalix Enterprise Edition Software and Scalix Small Business Edition Software operate as an integrated technology and therefore agrees to employ the most recent version of the Scalix Enterprise Edition Software or Scalix Small Business Edition Software as made available by Scalix to Customer. Failure of Customer to comply with this Section will relieve Scalix of its warranty obligations, indemnification obligations, and limit any liability of Scalix or its licensors for any resulting damages, to the extent such damages would have been avoided by Customerís compliance. If Customer ceases to subscribe to the Software Subscription Service, Customer may reenroll only by paying all of the subscription service fees Customer would have paid had Customerís subscription not lapsed.

SUPPORT SERVICES

Support Services. Scalix offers a variety of Support Services as detailed on the Scalix website and in promotional materials from time to time.

INDEMNIFICATION

Indemnity. Scalix shall defend or settle and pay any damages finally awarded, claims, costs, and fees (including reasonable attorneysí fees) with respect to any third-party claims brought against Customer that the Scalix Enterprise Edition Software or Scalix Small Business Edition Software as used within the scope of this Agreement infringes any trade secret or United States copyright of any third party, provided that (a) Customer notifies Scalix promptly in writing of the claim; (b) Scalix has sole control of the defense and all related settlement negotiations; and (c) Customer provides Scalix with all necessary assistance, information, and authority to perform these duties. To the extent that any delay by Customer in notifying Scalix results in any cost, expense, or liability to Scalix which would otherwise have been avoided, Scalix shall be relieved of its obligation to indemnify and shall be entitled to deduct such amount from sums paid or collect such amount from Customer.

Exclusions. Neither Scalix nor its licensors shall have any liability for any claim of infringement based on or arising from (a) use of any version other than the latest commercially available version of the Scalix Enterprise Edition Software or Scalix Small Business Edition Software made available to Customer, to the extent the infringement would have been avoided by use of such version; (b) modification of the Scalix Enterprise Edition Software or Scalix Small Business Edition Software by Customer or any third party; (c) use of the Scalix Enterprise Edition Software or Scalix Small Business Edition Software which exceeds the licenses granted by Scalix hereunder; or (d) the combination or use of the Scalix Enterprise Edition Software or Scalix Small Business Edition Software furnished hereunder with materials not furnished by Scalix to the extent such infringement would have been avoided by use of the Scalix Enterprise Edition Software or Scalix Small Business Edition Software alone.

Remedies. In the event the Scalix Enterprise Edition Software or Scalix Small Business Edition Software is held to, or Scalix believes is likely to be held to, infringe any third-party intellectual property rights, Scalix shall have the right at its sole option and expense to (i) substitute or modify the Scalix Enterprise Edition Software or Scalix Small Business Edition Software so that it is non-infringing, while retaining substantially equivalent features and functionality as set forth in the Documentation; (ii) obtain for Customer a license to continue using the Scalix Enterprise Edition Software or Scalix Small Business Edition Software under commercially reasonable terms; or (iii) if (i) and (ii) are not reasonably practicable as determined by Scalix, terminate this Agreement as to the infringing Scalix Enterprise Edition Software or Scalix Small Business Edition Software and return to Customer the license fees paid to Scalix with respect thereto, depreciated on a 5-year straight-line basis from the Effective Date in full and complete satisfaction of Scalixís and its licensorsí liability hereunder.

Sole Obligation. The foregoing indemnity states the sole obligation and exclusive liability of Scalix and its licensors, and Customerís sole recourse and remedy, for any claim of infringement of an intellectual property right or proprietary right by the Scalix Enterprise Edition Software or Scalix Small Business Edition Software.

TERM AND TERMINATION

Term. This Agreement shall become effective on the earlier of (1) the purchase date of the license between Scalix and Customer, and (2) the installation of the Scalix Enterprise Edition Software or Scalix Small Business Edition Software, and shall remain in effect unless terminated as permitted by this Agreement. 

Termination. If at any time, either party defaults in a payment or other material obligation under this Agreement and, in the case of breaches capable of cure (other than the payment of license or other fees payable to Scalix), fails to completely cure such default for a period of thirty (30) days after written notice of default from the non-breaching party, the non-breaching party may immediately terminate this Agreement, upon written notice of termination given to the defaulting party. Scalix may terminate this Agreement by written notice immediately upon any breach of sections "LICENSE GRANT", "LICENSE FEES AND REPORTING", and "CONFIDENTIALITY".  This Agreement shall terminate upon the election of and notice from a party to the other if the other party is adjudged insolvent or bankrupt, or the institution of any proceedings by or against the other party seeking relief, reorganization or arrangement under any laws relating to insolvency, or any assignment for the benefit of creditors, or the appointment of a receiver, liquidator or trustee of any of the other partyís property or assets, or the liquidation, dissolution or winding up of the other partyís business.   

Effect of Termination. Upon termination of this Agreement for any reason, (i) all rights and licenses granted to Customer shall automatically terminate, and (ii) Customer shall certify to Scalix that all of the Scalix Enterprise Edition Software, Scalix Small Business Edition Software and Documentation in Customer's possession has been destroyed or erased from Customerís equipment. Sections "DEFINITIONS", "LICENSE FEES AND REPORTING", "LIMITED WARRANTIES", "INDEMNIFICATION", "CONFIDENTIALITY", "LIMITATION OF LIABILITY" and "MISCELLANEOUS" and subsections "Proprietary Notices", "Ownership" and "Effect of Termination" shall survive any expiration or termination of this Agreement. Except as expressly provided otherwise in this Agreement, (i) all remedies available to either party are cumulative and not exclusive; and (ii) termination of this Agreement or any license shall not limit either party from pursuing other remedies available to it, including injunctive relief. Upon termination, all amounts owed under this Agreement shall immediately become due and payable.

CONFIDENTIALITY

Definition. For purposes of this Agreement, "Confidential Information" of a party means non-public information or materials disclosed or otherwise provided by such party ("Disclosing Party") to the other party ("Receiving Party") that are identified as confidential or proprietary. This Agreement is expressly included in the definition of "Confidential Information".  Confidential Information does not include that which (i) was known to the Receiving Party, without restriction and without duty of confidentiality, at the time of disclosure, as evidenced by the written records of Receiving Party, (ii) is or becomes part of public knowledge other than as a result of any action or inaction of the Receiving Party, (iii) is obtained by the Receiving Party from an unrelated third party without a duty of confidentiality, or (iv) is independently developed by the Receiving Party without reliance upon or use of the Confidential Information of the Disclosing Party. 

Restrictions on Use and Disclosure. The Receiving Party shall not use Confidential Information of the Disclosing Party for any purpose other than in furtherance of this Agreement and the activities described herein. The Receiving Party shall not disclose Confidential Information of the Disclosing Party to any third parties except as otherwise permitted hereunder. The Receiving Party may disclose Confidential Information of the Disclosing Party only to those related parties who have a need to know such Confidential Information and who are bound to retain the confidentiality thereof under provisions no less restrictive than those required by the Receiving Party for its own comparable Confidential Information. The Receiving Party shall maintain Confidential Information of the Disclosing Party with at least the same degree of care it uses to protect its own proprietary information of a similar nature or sensitivity, but in no event with less than reasonable care. 

LIMITATION OF LIABILITY

IN NO EVENT SHALL SCALIX OR ITS LICENSORS HAVE ANY LIABILITY TO CUSTOMER OR ANYONE CLAIMING THROUGH OR UNDER CUSTOMER FOR ANY LOST PROFITS, LOST DATA, EQUIPMENT DOWNTIME, OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES IN ANY WAY ARISING OUT OF THIS AGREEMENT AND HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF SCALIX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL SCALIXíS CUMULATIVE LIABILITY ARISING OUT OF THIS AGREEMENT EXCEED THE AMOUNTS ACTUALLY PAID BY CUSTOMER TO SCALIX PURSUANT TO THIS AGREEMENT WITHIN TWELVE MONTHS OF THE EVENT GIVING RISE TO ANY SUCH CLAIM. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. THE PARTIES ACKNOWLEDGE AND AGREE THAT THIS SECTION IS AN ESSENTIAL ELEMENT OF THE BARGAIN AND ABSENT THIS SECTION THE ECONOMIC TERMS OF THIS AGREEMENT WOULD BE SUBSTANTIALLY DIFFERENT.

MISCELLANEOUS

All notices under this Agreement must be delivered in writing by courier, by electronic facsimile, or by certified or registered mail, (postage prepaid and return receipt requested) to the other party at the address set forth on the cover page hereto (or such other address designated by a party in writing), and will be effective upon receipt or three (3) business days after being deposited in the mail as required above, whichever occurs sooner. If Customer exports, re-exports or imports the Scalix Enterprise Edition Software, Scalix Small Business Edition Software or Documentation, then Customer assumes responsibility for complying with applicable laws and regulations and for obtaining required export and import authorizations. Scalix may suspend performance if Customer is in violation of any applicable laws or regulations. Neither party shall be liable to the other in any way whatsoever for any failure or delay in performance of any of the obligations under this Agreement (other than obligations to make payment), arising out of any event or circumstance beyond the reasonable control of such party (including, without limitation, war, rebellion, civil commotion, strikes, lock-outs or industrial disputes; fire, explosion, earthquake, acts of God, flood, drought or bad weather; the unavailability of deliveries, supplies, software, disks or other media or the requisitioning or other act or order by any government department, council or other constituted body). All waivers must be in writing. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. Customerís relationship to Scalix is that of an independent contractor, and neither party is an agent or partner of the other. Either party may individually issue a press release discussing Customerís plans to use, or the use of, Scalix Enterprise Edition Software or Scalix Small Business Edition Software, and/or any publicly available information describing Scalixís or Customerís businesses, products or services. Customer consents to the use of its name on Scalix customer lists. Upon the request of Scalix, Customer will act as a reference for Scalix. If any provision of this Agreement is unenforceable, such provision will be changed to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect. This Agreement may be executed in counterparts and signature pages may be transmitted by facsimile, each of which will be considered an original, but all of which together will constitute the same instrument. Customer may not assign or delegate this Agreement or its rights or duties hereunder (by operation of law or otherwise) without the express written consent of Scalix. Any assignment not in conformity with the foregoing will be null and void. Exclusive jurisdiction and venue of any actions arising out of, or relating to or in any way connected with this Agreement, its negotiation or termination, or the Scalix Enterprise Edition Software, Scalix Small Business Edition Software or Documentation provided or to be provided by Scalix, will be in San Mateo County, California if in state court, and in the Northern District of California if in Federal Court. In any litigation in which the parties are adverse, the parties agree to waive their respective rights to a trial by jury. The rights and obligations of the parties under this Agreement shall not be governed by the provisions of the 1980 United Nations Convention on Contracts for the International Sale of Goods or the United Nations Convention on the Limitation Period in the International Sale of Goods, as amended. If this license is acquired under a U.S. Government contract, use, duplication, and disclosure of the Scalix Enterprise Edition Software, Scalix Small Business Edition Software and Documentation by the U.S. Government is subject to restrictions set forth in this Agreement, which incorporates all applicable FAR provisions; without limitation, Customer agrees that the Scalix Enterprise Edition Software or Scalix Small Business Edition Software is delivered as "commercial computer software" as defined in DFARS 252.227-7014 (June 1995) or as a "commercial item" as defined in FAR 2.101(a), or as "restricted computer software" as defined in FAR 52.227-19 (Jun 1987) (or any equivalent agency regulation or contract clause), whichever is applicable. If the Scalix Enterprise Edition Software or Scalix Small Business Edition Software is licensed for use in the performance of a U.S government prime contract or subcontract, Customer agrees that the Scalix Enterprise Edition Software or Scalix Small Business Edition Software has been developed entirely at private expense. Customer agrees that the Scalix Enterprise Edition Software or Scalix Small Business Edition Software, and any derivatives or modifications, is adequately marked when the restricted rights legend below is affixed to the Scalix Enterprise Edition Software, Scalix Small Business Edition Software or to its storage media and is perceptible directly or with the aid of a machine or device. Customer agrees to conspicuously put the following legend on the Scalix Enterprise Edition Software or Scalix Small Business Edition Software media with Customer's name and address added below the notice:
 
RESTRICTED RIGHTS LEGEND

Use, duplication or disclosure is subject to Scalixís and its licensorsí standard commercial license terms and for non-DOD Departments and Agencies of the U.S. Government, the restrictions as set forth in FAR 52.227-19(c)(1-2)(Jun 1987).

Scalix Corporation
1400 Fashion Island Blvd.
Suite 602
San Mateo, CA 94404

Copyright © 2006 Scalix Corporation. All Rights Reserved.

This Agreement will be governed in all respects by the laws of the State of California, without application of its conflicts of laws principles, and without regard to the provisions of any state Uniform Computer Information Transactions Act or similar federal or state laws or regulations. This Agreement may be amended only by a written document signed by both parties that specifically references this Agreement. No purchase order or other document that purports to modify or supplement this Agreement will add to or vary the terms of the Agreement, and all proposed variations or additions (whether submitted by Scalix or Customer) are deemed material and objected to unless otherwise agreed to in a writing signed by both parties. The parties hereto agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting party will not be applied in the construction or interpretation of this Agreement. As used in this Agreement, the words "include" and "including," and variations thereof, will not be deemed to be terms of limitation.
Scalix does not sell, rent, or share personal information with third parties.