BYTE MAGAZINE ON CD-ROM LICENSE AGREEMENT

All use of BYTE Magazine on CD-ROM is subject to the following terms and conditions.  Any use of BYTE on CD-ROM constitutes acknowledgment and acceptance of these terms and conditions.

I. License

1. BYTE Magazine, a division of Computer and Communications Information Group, Inc., a wholly-owned subsidiary of McGraw-Hill, Inc. ( herein referred to as "BYTE"), grants to the entity who paid for this license (herein referred to as "Subscriber") a non-exclusive, non-transferable license to use the enclosed software and data (together these are referred to as "BYTE on CD-ROM"). 

The term "Subscriber" shall include the individual or the entity whose agent opens this package; in the event that the Subscriber is a corporation this Agreement does not permit the use of this copy of BYTE on CD-ROM by any subsidiary, affiliates or parent of such corporation.

Unless Subscriber has executed the Network License Addendum or the Multi-Site License Addendum to this Agreement authorizing dissemination over Subscriber's network, this copy of BYTE on CD-ROM may be used only on a single computer processing unit and may not be used on a network. Subscriber must execute the Network License Addendum to this Agreement before using BYTE on CD-ROM in connection with multiple computer processing units, computer networks, or other simultaneous executions of BYTE on CD-ROM on more than one computer. 

Subscriber may transfer this copy of BYTE on CD-ROM and all rights under this Agreement to another party only with the prior express written permission of BYTE.

2. Except as expressly permitted in this Agreement, Subscriber may not copy, modify, alter, reverse engineer, disassemble, sell, transfer, rent, license, publish, distribute, disseminate or otherwise allow access to BYTE on CD-ROM.

3. Subscriber may use BYTE on CD-ROM solely and exclusively for internal purposes within Subscriber's organization. Subscriber may extract limited portions of data from BYTE on CD-ROM on an occasional ad hoc basis and distribute that data within Subscriber's organization provided, however, that: (i) the reproduction and distribution of such data is not done in any manner which might be competitive with BYTE's reproduction or distribution of the same or similar data either in hard copy or electronic form and (ii) such BYTE on CD-ROM data is distributed with appropriate notices indicating BYTE as the source of such data and prohibiting any further reproduction or distribution of such data.

4. Subscriber expressly acknowledges that BYTE on CD-ROM was prepared by BYTE (or its third party licensors) through the application of methods and standards of judgment developed and applied through the expenditure of substantial time, effort and money. Subscriber agrees to protect all copyright and other proprietary rights of BYTE and its third party licensors in BYTE on CD-ROM. Subscriber will honor and comply with reasonable written requests made by BYTE to protect BYTE 's and its licensors' contractual, statutory and common law rights in BYTE on CD-ROM. In particular, it is understood that the retrieval software used in BYTE on CD-ROM (the "Software") is the sole property of Bureau Van Dijk. Title and all ownership rights in the Software are and shall at all times remain with Bureau Van Dijk.

II. Fees/Updates/Modifications

1. The annual fee to be paid by Subscriber to BYTE during the first year of the license granted hereunder for BYTE on CD-ROM and the first year of updates is set forth on the order form overleaf. In subsequent years, BYTE will advise Subscriber as to the annual fees for an update subscription in advance of each such year. All fees and prices are exclusive of taxes.

2. All updates shall be subject to the terms and conditions of this Agreement as if each such update were the original BYTE on CD-ROM referred to in this Agreement.

3. BYTE reserves the right to alter or modify BYTE on CD-ROM, including portions thereof, from time to time. Such alterations or modifications may include, without limitation, addition or withdrawal of features, data or changes in instructions. BYTE may also at any time discontinue BYTE on CD-ROM or discontinue providing updates, in which case BYTE may either grant Subscriber a credit or refund for any prepaid annual fees relating to the unfulfilled portion of Subscriber's annual update subscription or replace BYTE on CD-ROM with another product of equal value, in BYTE 's discretion.

III. Term and Termination

This Agreement is effective until terminated. This Agreement will terminate automatically without notice from BYTE if Subscriber fails to comply with any provisions of this Agreement. In the event of termination by reason of Subscriber's breach hereunder, Subscriber shall destroy or erase any copies of BYTE on CD-ROM installed on any computer systems or made for backup purposes and shall expunge BYTE on CD-ROM from Subscriber's data storage facilities.

IV. Limited Warranty for Disc Only--Disclaimer of All Other Warranties

1. Neither BYTE nor any other party invloved in the creation, production or delivery of BYTE on CD-ROM (including Bureau Van Dijk) warrants that BYTE on CD-ROM will meet Subscriber's requirements or that it will operate in an error free manner. BYTE warrants that the physical disc on which the original copy of BYTE on CD-ROM and each update is recorded will be free from defects in material and workmanship under normal circumstances for ninety (90) days from the date of delivery. If during this ninety (90) day period a defect in the disc should occur, the disc may be returned to BYTE and BYTE will, at its option, either replace the disc without charge or return the license fees paid with respect to that disc to Subscriber. Subscriber's sole and exclusive remedy in the event of a defect is expressly limited as provided above. If failure of a disc is the result of an accident, misuse or abuse, then BYTE shall have no responsibility under the terms of this limited warranty.

2. EXCEPT AS EXPRESSLY PROVIDED ABOVE, NEITHER BYTE NOR ANY OF ITS THIRD PARTY LICENSORS WARRANTS THE PERFORMANCE OR RESULTS THAT MAY BE OBTAINED BY USING BYTE ON CD-ROM. BYTE ON CD-ROM IS LICENSED "AS IS" WITHOUT WARRANTY, EITHER EXPRESS OR IMPLIED, AS TO ITS PERFORMANCE, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR USE. THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE OF BYTE ON CD-ROM IS ASSUMED BY SUBSCRIBER. EXCEPT AS EXPRESSLY PROVIDED IN SECTION IV.1 ABOVE, IF THE OPERATION OF BYTE ON CD-ROM IS DEFECTIVE, SUBSCRIBER, AND NOT BYTE OR ITS DEALERS, LICENSORS, DISTRIBUTORS, AGENTS, OR EMPLOYEES, ASSUMES THE ENTIRE RESPONSIBILITY FOR ANY NECESSARY REPAIRS OR CORRECTION.

3. Under United States law, some states do not allow limitations on how long an implied warranty lasts. Thus, the above limitations may not apply to Subscriber. This limited warranty gives Subscriber specific legal rights and Subscriber may also have other rights which vary under United States law from state to state.

4. The provision of this Section IV shall survive any termination of this Agreement.

V. Limitation of Liability

1. IN NO EVENT WILL BYTE OR ANY PARTY INVLOVED IN THE CREATION, PRODUCTION OR DELIVERY OF BYTE ON CD-ROM, INCLUDING BUREAU VAN DIJK, BE LIABLE FOR DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE BYTE ON CD-ROM, WHETHER BASED UPON CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NEITHER BYTE , ANY OF ITS AFFILIATES NOR ANYONE, INCLUDING ANY THIRD PARTY LICENSOR, WHO HAS BEEN INVOLVED IN THE CREATION, PRODUCTION OR DELIVERY OF BYTE ON CD-ROM SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES SUCH AS, BUT NOT LIMITED TO, LOSS OF BUSINESS INFORMATION, BUSINESS INTERRUPTION OR LOSS OF ANTICIPATED PROFITS OR BENEFITS RESULTING FROM USE OF BYTE ON CD-ROM OR ARISING OUT OF ANY BREACH OF WARRANTY, EVEN IF BYTE OR ANY SUCH OTHER PERSON HAS BEEN ADVISED AS TO THE POSSIBILITY OF SUCH DAMAGES. IN THE EVENT THAT LIABILITY IS NEVERTHELESS IMPOSED ON BYTE OR ANY AFFILIATE THEREOF, OR ANY SUCH OTHER PERSON, TOTAL LIABILITY HEREUNDER SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY SUBSCRIBER TO BYTE FOR THE ORIGINAL BYTE ON CD-ROM DISK (EXCLUSIVE OF ANY AMOUNTS PAID FOR UPDATES AND NETWORKING FEES). UNDER U.S. LAW, SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO SUBSCRIBER.

2. The provisions of this Section V shall survive any termination of this Agreement.

VI. General

This Agreement constitutes the entire agreement between the parties with respect to its subject matter. The provisions and terms of any purchase order or other instrument issued by Subscriber shall be of no effect and the acceptance of any such order or instrument shall not in any way extend or alter the terms of this Agreement. This Agreement may not be modified or amended except by a writing signed by both parties. Failure of either party to insist at any time upon strict compliance with this Agreement or to seek remedy of any breach shall not constitute or be construed as a waiver of any rights or remedies under this Agreement or of any such breach. This Agreement shall be construed and governed in accordance with the laws of New York State, U.S.A., except for that body of New York law dealing with conflicts of laws. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, that provision will be enforced to the maximum extent permissible and the remaining provisions of this Agreement will remain in full force and effect.