Vita Nuova Liberal Source Licence - Version 1.0

VITA NUOVA LIBERAL SOURCE LICENCE

29 May 2003

IMPORTANT NOTICE - READ CAREFULLY: This Licence Agreement (``LICENCE'') is a legal agreement between you as an indi- vidual person or organisation (``YOU'') and Vita Nuova Hold- ings Limited (``VITA NUOVA'') (having an office at 3 Innova- tion Close, York Science Park, University Road, York England YO10 5ZF), for all or any portion of the software product accompanying this LICENCE, which includes computer software in binary and source code form, other information and docu- mentation (``LICENSED SOFTWARE''), where a notice declares that this LICENCE applies.

By copying (except for the sole purpose of making a backup copy), using, modifying, or distributing all or part of YOUR copy of the LICENSED SOFTWARE YOU accept all the terms and conditions of this LICENCE. Distribution includes allowing others to use YOUR copy directly or indirectly (eg, over a computer network).

YOU may cancel this LICENCE without explanation or penalty by ceasing to copy, use, modify or distribute the LICENSED SOFTWARE.

Subject to the restrictions and conditions in Clause 2 below and to third party intellectual property claims YOU MAY for commercial or non-commercial purposes on a world-wide, royalty-free, non-exclusive and perpetual basis (subject to Clause 3):

1.1. make ADAPTATIONS of the LICENSED SOFTWARE in binary or source code form. ADAPTATIONS means any work (ie code, document, etc) based on the LICENSED SOFTWARE or any part of it, for example (i) any work incorporating the LICENSED SOFTWARE or any part of it, (ii) any work incorporating any modified form of the LICENSED SOFT- WARE or any part of it (eg where the LICENSED SOFTWARE is rewritten in a different computer language or con- verted to operate on a different type of CPU), or (iii) any work otherwise covered by any of VITA NUOVA's or any third party's intellectual property rights in the LICENSED SOFTWARE.

1.2. use, copy and distribute the LICENSED SOFTWARE and/or ADAPTATIONS in binary or source code form provided that each copy of the LICENSED SOFTWARE and ADAPTA- TIONS shall retain without change a copy of this LICENCE and all notices related to it and retain all existing copyright notices in files and directories. Where non-trivial extracts are taken from the LICENSED SOFTWARE YOU must ensure the extracts contain appro- priate copyright notices based on the existing copy- right notices pertaining to the files and/or directo- ries from which the extracts were taken including a reference to this LICENCE.

1.3. choose to offer and to make a charge for support, war- ranties, indemnity or liability obligations (``Addi- tional Terms'') provided always that YOU may only offer such Additional Terms on YOUR own behalf and as YOUR exclusive responsibility and not on behalf of VITA NUOVA. If YOU offer Additional Terms YOU must offer them under an agreement of YOUR own separate from this one. YOU must obtain YOUR sub-licensees agreement that any Additional Terms are offered by YOU alone and YOU hereby agree to indemnify, defend hold harmless VITA NUOVA its servants and agents for any liability arising directly or indirectly as a result of any such Additional Terms.

YOU shall have the right to determine the form and content of any non-exclusive sub-licence provided that YOU are in compliance with the terms of this licence and that YOUR sub-licence does not attempt to limit or change the recipient's rights in the LICENSED SOFTWARE and licence conditions from those set forth in this LICENCE in this Clause 1 and in Clause 2. YOUR right to grant such sub-licence is always subject to the terms of this LICENCE with VITA NUOVA. YOU agree that in the event of any conflict or inconsistency between any provision of this LICENCE and any sub-licence granted under this Clause, this LICENCE shall prevail.

All rights not specifically and expressly granted under this LICENCE are reserved by VITA NUOVA. Notwithstanding Clause

1 above:

2.1. If YOU distribute the LICENSED SOFTWARE or any ADAPTA- TIONS of it to any other party in any form, with or without fee, YOU MUST make the complete source code including any ADAPTATIONS available to that party in any mutually convenient form and license its use, mod- ification, copying, and redistribution under terms no more restrictive than those of Clause 1 and this Clause 2 of this LICENCE.

2.2. If YOU use the LICENSED SOFTWARE or any ADAPTATIONS of it as the basis or as supporting software for YOUR software (``APPLICATION'') and YOU make the APPLICA- TION available for use by any other party in any form, with or without fee, YOU MUST make the complete source code of the APPLICATION available to that party in any mutually convenient form and license its use, modifi- cation, copying, and redistribution under terms no more restrictive than those of Clause 1 and this Clause 2 of this LICENCE.

3.1. This LICENCE is effective until terminated. Without prejudice to any other rights, VITA NUOVA has the option to terminate this LICENCE by written notice if YOU fail to comply with any term or condition of this LICENCE. Further, YOU agree upon any termination of this LICENCE to cease to use it in any manner whatso- ever.

3.2. All sub-licences of the LICENSED SOFTWARE and any ADAPTATIONS validly granted to third parties pursuant to the terms of this LICENCE shall survive any termi- nation of this LICENCE. Those terms of this LICENCE, which by their nature survive the termination of this LICENCE, shall remain in effect beyond any termination of this LICENCE.

4.1. The LICENSED SOFTWARE is protected by copyright law and international treaty provisions. YOU acknowledge that all rights, title and interest (including but without limitation all intellectual property rights) in the LICENSED SOFTWARE will remain the exclusive property of VITA NUOVA or its suppliers, and YOU will not acquire any rights to the LICENSED SOFTWARE other than those expressly set out in this LICENCE. VITA NUOVA and its suppliers reserve all rights not expressly granted to YOU, and no other licences are granted or implied.

4.2. Subject to Clause 4.1 above, YOU shall own all rights title and interest in any intellectual property rights resulting from YOUR creation of ADAPTATIONS and addi- tions to the LICENSED SOFTWARE.

5.1. TO THE MAXIMUM EXTENT PERMITTED BY THE APPLICABLE LAW VITA NUOVA PROVIDES THE LICENSED SOFTWARE ON AN ``AS IS'' BASIS AND DOES NOT WARRANT OR REPRESENT THAT THE LICENSED SOFTWARE WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION OF THE LICENSED SOFTWARE WILL BE UNIN- TERRUPTED OR ERROR-FREE OR THAT DEFECTS IN THE LICENSED SOFTWARE WILL BE CORRECTED. THE LICENSED SOFTWARE MAY CONTAIN IN WHOLE OR IN PART PRE-RELEASE, UNTESTED OR NOT FULLY TESTED SOFTWARE. YOU EXPRESSLY AGREE THAT THE USE OF THE LICENSED SOFTWARE OR ANY PORTION THEREOF IS AT YOUR SOLE AND ENTIRE RISK. THE LICENSED SOFTWARE IS PROVIDED WITHOUT UPGRADES OR SUP- PORT OF ANY KIND AND VITA NUOVA AND ITS SUPPLIERS DIS- CLAIM ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON- INFRINGEMENT OF THIRD PARTY RIGHTS, WITH REGARD TO THE LICENSED SOFTWARE AND THE ACCOMPANYING WRITTEN MATERI- ALS.

5.2. NOTHING IN THIS LICENCE LIMITS VITA NUOVA'S LIABILITY TO YOU IN THE EVENT OF DEATH OR PERSONAL INJURY RESULTING FROM THE NEGLIGENCE OR WILFUL DEFAULT OF VITA NUOVA.

6.1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL VITA NUOVA OR ITS SUPPLIERS BE LIABLE FOR ANY DAMAGES OR LOSS WHATSOEVER INCLUDING BUT NOT LIMITED TO DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL LOSS OR DAMAGE, AND LOSS OF BUSINESS AND/OR PROFITS, LOSS OF USE, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION OR DATA, OR ANY OTHER FINANCIAL LOSS ARIS- ING OUT OF THE USE OF OR THE INABILITY TO USE THE LICENSED SOFTWARE AND/OR ANY ADAPTATIONS, EVEN IF VITA NUOVA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAM- AGES. IN ANY CASE, VITA NUOVA'S AND ITS SUPPLIERS' ENTIRE LIABILITY UNDER THIS LICENCE SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU FOR THE LICENSED SOFTWARE.

7.1. YOU agree that the laws of England shall apply to any dispute arising from this LICENCE. YOU agree for the benefit of VITA NUOVA that the Courts of England have exclusive jurisdiction to hear and decide any suit, action or proceedings (``Proceedings''), and to settle any disputes, which may arise out of or in connection with this LICENCE and, for these purposes YOU irrevo- cably submit to the jurisdiction of the English Courts.

7.2. The submission to the jurisdiction of the English Courts does not limit VITA NUOVA's right to take any Proceedings in any one or more jurisdictions, nor does the taking of Proceedings by VITA NUOVA in any one or more jurisdictions preclude VITA NUOVA taking Proceed- ings in another jurisdiction if and to the extent per- mitted by applicable law.

8.1. This is the entire agreement between YOU and VITA NUOVA which supersedes any prior agreement or under- standing whether written or oral relating to the sub- ject matter of this LICENCE.

8.2. YOU will in all YOUR dealings with the LICENSED SOFT- WARE and any ADAPTATIONS act as an independent con- tractor. Nothing in this LICENCE will be construed as creating an agency, partnership, or any other legal association between YOU and VITA NUOVA and YOU will not represent that YOU have any authority to assume or create any obligation express or implied on behalf of VITA NUOVA.

8.3. A person who is not a party to this LICENCE shall have no rights pursuant to the Contracts (Rights of Third Parties) Act 1999 (the ``Act'') to enforce any term of this LICENCE provided that a person who is the lawful successor to or permitted assignee of the rights of a party is considered to be a party to this LICENCE. Any right or remedy of a third party which exists or is available apart from the Act is not affected.

8.4. VITA NUOVA may from time to time and at its sole dis- cretion publish a revised and/or new version of this LICENCE which shall then govern the licensing of all copies of LICENSED SOFTWARE supplied by VITA NUOVA after the posting of such revised or new licence. Should YOU have any questions regarding this LICENCE or wish to contact VITA NUOVA for any reason visit our web site at www.vitanuova.com for contact details.