Carrot Search FoamTree License Agreement

By downloading, installing, copying, saving on your computer, or otherwise
using this software, you (Licensee, as defined below) are becoming a party to
this Agreement and you are consenting to be bound by all the terms and
conditions of this Agreement. If you do not agree to the terms and conditions
of this Agreement, you should not download, install or use the software.

If there is a separate agreement in force between Carrot Search and the
Licensee, Licensee will not be bound by this Agreement.

Upon your acceptance of this Agreement, Carrot Search grants to you a
non-exclusive and non-transferable license to use FoamTree, provided that you
agree to the following:


1. Parties

a. Carrot Search means Carrot Search s.c., located at Boznicza 11/57, 61-751
Poznan, Poland.

b. Licensee means the individual or legal entity specified in the License File
defined below.


2. Definitions

a. FoamTree means a software system for visualizing hierarchical data
structures. FoamTree is distributed in a binary form along with documentation.

b. Integration Code means the source code provided by Carrot Search to Licensee
to facilitate integration of FoamTree with the software developed by Licensee.

c. License File means electronic evidence and specification of the license
granted to the Licensee by Carrot Search. Only Carrot Search is permitted to
produce License Files for FoamTree.

d. Licensing Period means the perpetual or limited period in which Licensee can
use FoamTree. Licensing Period is specified in the License File.

e. Maintenance Period means the limited period in which Licensee is entitled to
upgrade to new versions of FoamTree and receive support. Maintenance Period is
specified in the License File.

f. Server means a computer controlled by Licensee which serves FoamTree for the
purposes of delivering services to end users. Identification of the Server in
the License File may vary based on the characteristics of Licensee's software
that uses FoamTree.


3. Ownership

a. FoamTree is the property of Carrot Search. FoamTree is licensed, not sold.
Title and copyrights to FoamTree, in whole or in part, and all copies thereof,
and all modifications, enhancements, derivatives and other alterations of
FoamTree, regardless of who made them, if any, are, and will remain, the sole
and exclusive property of Carrot Search.

b. The structure, organization, and code embodied in FoamTree, except for
Integration Code, are valuable and confidential trade secrets of Carrot Search
and are protected by copyright laws, intellectual property laws and treaties.
Licensee agrees to abide by the copyright law and all other applicable laws.


4. Grant of license

Subject to the terms, conditions, and limitations set forth in this Agreement,
Carrot Search hereby grants to Licensee a worldwide, limited, non-exclusive,
non-transferable license to use FoamTree as follows:

a. Licensee may:

   i. serve FoamTree from the Server or Servers identified in the License File
   for the purposes of delivering services to end users during the Licensing
   Period;

   ii. use FoamTree on computers controlled by Licensee for the purposes of
   development of Licensee's software dependent on FoamTree during the Licensing
   Period;

   iii. upgrade to any version of FoamTree released during the Maintenance
   Period;

   iv. include Integration Code, in entirety or in parts, in the software
   developed by Licensee;

   v. make back-up copies of FoamTree and License File solely for archival
   purposes;

   vi. use the Limited Version of FoamTree, as described in Section 5, without
   purchasing a License File.


b. Licensee may not:

   i. sell, redistribute, encumber, give, lend, rent, lease, sublicense, or
   otherwise transfer FoamTree, or any portions of FoamTree, to anyone without
   the prior written consent of Carrot Search;

   ii. reverse engineer, decompile, disassemble, modify, translate, make any
   attempt to discover the source code of FoamTree, or create derivative works
   from FoamTree;

   iii. allow the use of FoamTree on Servers not identified in the License File;

   iv. disable, remove or circumvent the feature limitation mechanisms built
   into the Limited Version of FoamTree. Any attempt to do so will be in
   violation of this Agreement and will terminate Licensee's rights to use
   FoamTree.


c. Carrot Search will:

   i. promptly, and in any event within 72 hours, respond to e-mail requests
   for support that are made during mutually agreed upon business hours, taking
   into account time zone differences, except weekends and holidays;

   ii. notify Licensee of and provide any bug fix and new releases of FoamTree;

   iii. provide a number of free consulting hours, specified in the License
   File, for integration code adjustments, performance tuning and extra
   documentation. Any additional technical support shall be charged at standard
   Carrot Search hourly rate.


5. Use of the Limited Version

a. Subject to the terms of this Agreement, Licensee is granted a right to use
the Limited Version of FoamTree without charge;


6. Disclaimer of warranty

FoamTree is provided on an "as is" without warranties of any kind, express,
implied or statutory, including but not limited to, the implied warranties of
title, noninfringement, merchantability and fitness for a particular purpose.


7. Disclaimer of damages

a. Regardless of whether any remedy set forth herein fails of its essential
purpose, in no event will Carrot Search be liable to Licensee under any theory
for any damages suffered by Licensee or any user of FoamTree, or for any
special, incidental, indirect, consequential, or similar damages (including
without limitation, damages for loss of business profits, business
interruption, loss of business information, or any other pecuniary loss)
arising out of the use or inability to use FoamTree, or the provision of or
failure to provide support services, even if Carrot Search has been advised of
the possibility of such damages, and regardless of the legal or equitable
theory (contract, tort or otherwise) upon which the claim is based;

b. In any case, Carrot Search's entire liability under any provision of this
agreement will be limited to the amount actually paid by licensee for FoamTree.


8. Term and Termination

This Agreement takes effect upon Licensee's acceptance of the terms of this
Agreement and remains effective until terminated by either party in accordance
with this Agreement. Licensee may terminate this Agreement at any time by
destroying all copies of FoamTree. This Agreement will automatically terminate
if Licensee fails to comply with any term or condition of this Agreement. Upon
termination of this Agreement, Licensee warrants that they will immediately
destroy all copies of FoamTree.


9. General

a. Unless the Licensee explicitly opts out by notifying the Carrot Search, the
Licensee agrees to be identified as a customer of Carrot Search and that Carrot
Search may refer to Licensee by name, trade name and trademark on Carrot Search
web site and marketing materials;

b. Carrot Search reserves the right at any time to cease the support of FoamTree
and to alter prices, features, specifications, capabilities, functions,
licensing terms, release dates, general availability or other characteristics
of FoamTree;

c. This Agreement, including Third Party Software license agreements,
constitutes the entire agreement between the parties concerning Licensee' use
of the Software, and supersedes any and all prior or contemporaneous oral or
written representations, communications, or advertising with respect to the
Software. No purchase order, other ordering document or any hand written or
typewritten text which purports to modify or supplement the printed text of
this Agreement or any schedule will add to or vary the terms of this Agreement
unless signed by both Licensee and Carrot Search.

d. A waiver by either party of any term or condition of this Agreement or any
breach thereof, in any one instance, will not waive such term or condition or
any subsequent breach. The provisions of this Agreement which require or
contemplate performance after the expiration or termination of this Agreement
will be enforceable notwithstanding said expiration or termination.

e. This Agreement will be construed under the laws of the Polish trade and
European Union, without regard to conflicts of laws provisions thereof. This
Agreement and the performance of all obligations hereunder shall be governed
according to Polish Law and the parties hereto hereby submit to the
jurisdiction of the Polish Courts. All civil suits between the parties hereto
shall be adjudicated by a common court with official residence in Poznan,
Poland.

f. Titles are inserted for convenience only and will not affect in any way the
meaning or interpretation of this Agreement. If any provision of this Agreement
is held invalid, the remainder of this Agreement will continue in full force
and effect. Either Licensor or Licensee may assign this Agreement in the case
of a merger or sale of substantially all of its respective assets to another
entity. This Agreement will be binding upon and will inure to the benefit of
the parties, their successors and assigns.
