June 7, 2000

BY USING THE ICQ API MODULE OR THE ICQ API ITSELF, AS PART OF, OR IN CONJUNCTION WITH, APPLICATIONS DEVELOPED, DISTRIBUTED OR IMPLEMENTED BY YOU OR ON YOUR BEHALF, YOU ARE CONSENTING TO BE BOUND BY THIS AGREEMENT, BY THE APPLICABLE PROVISIONS OF THE ICQ TERMS OF SERVICE INCLUDING THE ICQ END-USER LICENSE AGREEMENT (THE "ICQ EULA"), THE ICQ PRIVACY POLICY, THE ICQ ACCEPTABLE USE POLICY, THE ICQ USAGE NOTICES AND ANY OTHER DOCUMENT AVAILABLE ON OR THROUGH http://www.icq.com/legal/ (COLLECTIVELY AND SEPARATELY REFERRED TO AS THE "ICQ TERMS OF SERVICE"). IF YOU DO NOT AGREE, DO NOT USE THE ICQ API MODULE OR THE ICQ API ITSELF.

This Agreement sets forth the terms and conditions of use of the ICQ software that enables use of ICQ by other applications ("API Module") and the ICQ API itself (hereafter collectively or separately referred to as "ICQ API").

GRANT OF LICENSE. Subject to the provisions contained herein, ICQ LLC. hereby grants to you a non-exclusive, non-transferable license (without the right to sublicense) to use the ICQ API as part of, or in conjunction with, applications developed, distributed or implemented by you or on your behalf (the "API Applications"). You may not use or redistribute your API Applications in more than 10,000 copies, including all versions, patches, releases, upgrades, derivatives, enhancement or other editions of the API Applications or any other software that stems from or lead to by the API Applications ("Copies Limit"), without a special license from ICQ LLC.. You may not use the ICQ API for or in conjunction with any products having chat ability, presence indication "buddy system-like" functionality or instant messaging capabilities ("Competing Products"). For the purpose of this Agreement, "Competing Products" shall not include any of the AOL Service, Compuserve, Digital City or the AOL Instant Messaging ("AIM").

This license does not grant you any right to any version enhancement update, or to a continuous availability of the ICQ API and the functionality of the ICQ End User Software (The "Software"), or to any support, telephone or other assistance. ICQ LLC. may revise or cease to provide the ICQ API, the Software or its functionality or any part thereof including without limitation, loss of compatibility, denial of access to the functionality of the Software or the ICQ network, system, Web site, servers, various directories and listings, message boards, tools, information and databases, commercial activities related thereto or any part thereof (together with the ICQ software or any part thereof herein known as the "ICQ Services and Information") from any API Application, from time to time without notice.

SOME LIMITATIONS. You may not use the ICQ API to (a) systematically extract information from the ICQ directories and database, modify, translate, reverse engineer, decompile, disassemble (except and solely to the extent an applicable statute expressly and specifically prohibits such restrictions), or create derivative works of the ICQ Software ,and the ICQ Services and Information; (b) create applications for unlawful or illegal purposes or activities.

CHILDREN UNDER 13. Please note that the ICQ API as well as the ICQ service, Software, network, system, Web site, servers, various directories and listings, various message and news boards, tools, information and databases, are NOT FOR USE BY CHILDREN UNDER 13 YEARS OF AGE. If it comes to ICQ LLC.'s attention through reliable means that a registered user is a child under 13 years of age, ICQ LLC. will cancel that user's account.

MISSION CRITICAL AND CONTENT SENSITIVE APPLICATIONS. Do not create, distribute or otherwise use any API Applications which uses or relies on the ICQ Services and Information or any other program, information or service whatsoever related thereto for "Mission Critical" or "Content Sensitive" applications, use and purposes. For the purpose of this Agreement, "Content Sensitive" shall mean any information or data you do not wish to be freely accessible and generally available to Internet users; "Mission Critical" application and use shall mean applications and use that may result in damage.

NO WARRANTY. The ICQ API is available on an "AS IS" "AS AVAILABLE" basis, without warranty of any kind, including without limitation the warranties it is free of defects, merchantable, fit for a particular purpose or non-infringing. The entire risk as to the quality and performance of the ICQ API is borne by you. Should the ICQ API prove defective or inaccurate or should the ICQ API cease to operate, as the case may be you and not ICQ LLC. or its suppliers assume the entire cost of any damage, service and repair. This disclaimer of warranty constitutes an essential part of the Agreement.

TERM AND TERMINATION. This license shall continue for a year or until terminated, whichever is first. The license will terminate automatically with no delay, if (1) you fail to comply with the provisions of this Agreement and limitations described herein; or (2) ICQ LLC. gave you a 72 hours prior notice of termination; or (3) ICQ LLC. posted a notice of termination on the ICQ network or Web site; or (4) you have reached the Copies Limit; or (5) if used by you for Competing Products. Upon termination of this License you agree to immediately destroy all copies of the API Applications in your possession and not to use the ICQ API for API Applications, without a special license from ICQ LLC.. Without derogating from the above, ICQ LLC. may change, from time to time, the ICQ Terms of Service. You agree that your continuing to use the ICQ API and/or the API Applications and/or the ICQ Services and Information beyond a period of 30 days after a notice of such change has been provided on the ICQ network or Web site for the first time, shall constitute your consent to the new or revised ICQ Terms of Service.

LIMITATION OF LIABILITY. IN NO EVENT AND UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, TORT, CONTRACT, OR OTHERWISE, SHALL ICQ LLC. BE LIABLE TO YOU OR ANY OTHER PARTY (i) FOR ANY INDIRECT, SPECIAL, PUNITIVE INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, LOSS OF POTENTIAL REVENUES, LOSS OF BUSINESS OPPORTUNITIES, PROFITS, BUSINESS INTERRUPTION, WORK STOPPAGE, COMPUTER FAILURE, LOSS OF PROGRAMS OR INFORMATION OR MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES OR ANY OTHER DAMAGES ARISING IN ANY WAY OUT OF THE AVAILABILITY, USE, RELIANCE ON, OR INABILITY TO USE THE ICQ API, THE API APPLICATIONS AND THE ICQ SERVICES AND INFORMATION. IN NO EVENT WILL ICQ LLC. BE LIABLE FOR ANY DAMAGES, EVEN IF ICQ LLC. HAD BEEN INFORMED OR SHALL HAVE BEEN INFORMED OR ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY THIRD PARTY AND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE; OR (ii) FOR ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS, OR OTHER DYSFUNCTION IN, OR DESTRUCTIVE PROPERTIES OF ANY INFORMATION. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, ICQ LLC.'S LIABILITY SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW.

RIGHTS. Title, ownership rights, and intellectual property rights in the ICQ Software and the ICQ API shall remain in ICQ LLC.. The ICQ Software and the ICQ API is protected by copyright and other intellectual property laws and by international treaties. Title and related rights in the content accessed through the ICQ Software or the ICQ API is the property of the applicable content owner and is protected by applicable law. The license granted under this Agreement gives you no rights to such content.

MISCELLANEOUS. This Agreement represents the complete agreement and understanding concerning the license granted hereunder.

Any reference made in this Agreement to ICQ LLC. shall be deemed to have been made to ICQ LLC., its subsidiaries, successors, assignees, affiliates as well as any company that controls ICQ LLC., directly or indirectly, and any other subsidiary of that controlling company.

You agree that this Agreement is not intended to confer and does not confer any rights or remedies upon any person other than the parties to this Agreement. You also understand and agree that the ICQ Terms of Service, including ICQ LLC.'s enforcement of those policies, are not intended to confer, and do not confer, any rights or remedies upon any person other than ICQ LLC..

If any part of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect.

If you are a citizen of the USA, then the laws of the Commonwealth of Virginia, excluding its conflicts-of-law rules, shall govern this Agreement. Please note that your use of the ICQ API, the API Applications as well as the ICQ Services and Information may be subject to other local, state, national, and international laws. You expressly agree that exclusive jurisdiction for any claim or dispute with ICQ LLC. or relating in any way to your use of the ICQ API, the API Applications and/or the ICQ Services and Information resides in the courts of Virginia and you further agree and expressly consent to the exercise of personal jurisdiction in the courts of Virginia in connection with any such dispute including any claim involving ICQ LLC. or its affiliates, subsidiaries, employees, contractors, officers, directors, telecommunication providers and content providers. The above assurance and commitment shall survive termination of this Agreement.

If you are not a citizen of the USA, then the laws of the State of Israel, excluding its conflicts-of-law rules, shall govern this Agreement. Please note that your use of the ICQ API, the API Applications and/or the ICQ Services and Information may be subject to other local, state, national, and international laws. You expressly agree that exclusive jurisdiction for any claim or dispute with ICQ LLC. or relating in any way to your use of the ICQ API, the API Applications and/or the ICQ Services and Information resides in the courts of Tel Aviv and you further agree and expressly consent to the exercise of personal jurisdiction in the courts of Tel Aviv in connection with any such dispute including any claim involving ICQ LLC. or its affiliates, subsidiaries, employees, contractors, officers, directors, telecommunication providers and content providers. The above assurance and commitment shall survive termination of this Agreement.

You agree to abide by U.S. and other applicable export control laws and not to export, re-export or otherwise transfer, by electronic transmission or otherwise, any content or software subject to restrictions under such laws to a national destination prohibited under such laws or to any person to whom exports, re-exports or transfers are prohibited under such laws, without first obtaining, and then complying with, any requisite government authorization. You further agree not to upload to ICQ LLC. any data or software that cannot be exported without prior written government authorization, including, but not limited to, certain types of encryption software.

This license is granted to you personally and you agree not to transfer, assign, sublicense nor pledge in any manner whatsoever, any of your rights or obligations under this Agreement.

Any attempted assignment by you shall be null and void. ICQ LLC. may transfer, assign sublicense or pledge in any manner whatsoever, any of its rights and obligations under this Agreement to a subsidiary, affiliate successor thereof or to any third party whatsoever, without notifying you or receiving your consent.

In case of contradiction between any provision of the ICQ EULA and any provision of this Agreement, the provision of the ICQ EULA shall prevail, unless the provision of this Agreement reflects narrower responsibility on behalf of ICQ LLC. than the relevant provision of the ICQ EULA. In case of contradiction between any provision of this Agreement and any provision of the ICQ Help File, the provision of this Agreement shall prevail, unless the provision of the ICQ Help file reflects narrower responsibility on behalf of ICQ LLC. than the relevant provision of this Agreement.

SPECIAL LICENSE. Any use of the ICQ API which is not detailed in this License Agreement is prohibited without a special License from ICQ LLC.

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