Software License Agreement

BY DOWNLOADING OR COMMENCING USE OF THIS PRODUCT YOU AGREE TO BECOME BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT.

This Radius product includes Radius Software (the "Software") which is licensed, not sold, to you for use only under the "Software License Agreement" terms of this Agreement, and Radius or its licensor(s) reserves any rights not expressly granted to you. You are responsible for the selection of the Software to achieve your intended results, and for the installation, use and results obtained from the Software. You own the media on which the Software is originally or subsequently recorded or fixed, but Radius and/or its licensor(s) retains ownership of all copies of the Software itself.

LICENSE

You may:

a.  Use the Software on a single machine.

b.  For software distributed on magnetic media, copy the Software only for backup purposes, or to use it in conjunction with other software, in support of your use of the Software on the single machine, provided that you reproduce all copyright and other proprietary notices that are on the original copy of the Software provided to you. Any portion of the Software used in conjunction with another program will continue to be subject to the terms and conditions of this Agreement.

c.  Transfer the Software and all rights under this Agreement to another party together with a copy of this Agreement if the other party agrees to accept the terms and conditions of this Agreement. If you transfer the Software, you must at the same time either transfer all copies in any form to the same party or destroy any copies not transferred.

RESTRICTIONS

You may not use, disclose, copy, modify, rent, lease, loan, resell, network or transfer the Software, or any copy, modification or merged portion thereof, in whole or in part, except as expressly provided for in this Agreement. Any attempt to transfer any of the rights, duties or obligations hereunder except as expressly provided for in this Agreement is void.

The Software contains trade secrets of Radius Inc. and to protect them you agree not to decompile, reverse engineer, disassemble or otherwise reduce the Software to a human perceivable form.

TERM

This Agreement is effective until terminated. You may terminate it at any time by destroying the Software together with all copies, modifications and merged portions in any form. This Agreement will immediately and automatically terminate without notice if you fail to comply with any term or condition of this Agreement. You agree upon termination to promptly destroy the Software together with all copies in any form.

GOVERNMENT LICENSEE

If you are acquiring the Software on behalf of any unit or agency of the United States Government, the following provisions apply:

The Government acknowledges Radius' representation that the Software and its documentation were developed at private expense and no part of them is in the public domain.

The Government acknowledges Radius' representation that the Software is "Restricted Computer Software" as that term is defined in Clause 52.227-19 of the Federal Acquisition Regulations (FAR) and is "Commercial Computer Software" as that term is defined in Subpart 227.471 of the Department of Defense Federal Acquisition Regulation Supplement (DFARS). The Government agrees that:

(i)  if the Software is supplied to the Department of Defense (DoD), the Software is classified as "Commercial Computer Software" and the Government is acquiring only "restricted rights" in the Software and its documentation as that term is defined in Clause 52.227-7013(c) (1) of the DFARS, and

(ii)  if the Software is supplied to any unit or agency of the United States Government other than DoD, the Government's rights in the Software and its documentation will be as defined in Clause 52.227-19(c)(2) of the FAR.

EXPORT LAW ASSURANCES

You acknowledge and agree that the Software is subject to restrictions and controls imposed by the United States Export Administration Act (the "Act") and the regulations thereunder. You agree and certify that neither the Software nor any direct product thereof is being or will be acquired, shipped, transferred or re-exported, directly or indirectly, into any country prohibited by the Act and the regulations thereunder or will be used for any purpose prohibited by the same.

GENERAL

This Agreement will be governed by the laws of the State of California, except for that body of law dealing with conflicts of law.

Should you have any questions concerning this Agreement, you may contact Radius by writing to Radius Inc., 1710 Fortune Drive, San Jose, CA 95131-1744.

You acknowledge that you have read this Agreement, understand it and agree to be bound by its terms and conditions. You further agree that it is the complete and exclusive statement of the agreement between us which supersedes any proposal or prior agreement, oral or written, and any other communications between us in relation to the subject matter of this Agreement.
