Webplus, Inc. talentsoft(R) Web+Shop Software License Agreement 
===============================================================
Note: talentsoft(R) is a registered trade mark of Webplus Inc.

IMPORTANT: 

	BY INSTALLING THE WEBPLUS SOFTWARE,  
	YOU ACCEPT THE TERMS OF  THIS AGREEMENT.  
	IF YOU DO NOT AGREE WITH THE TERMS OF THIS
	AGREEMENT, DO NOT INSTALL THE SOFTWARE.


AGREEMENT 

1. Web+Shop SOFTWARE
This Agreement governs the use of the release of Web+Shop software and related documentation provided with this Agreement ("Web+Shop Software"). "Web+Shop Software" also includes, and this Agreement also governs, any later release or update of Web+Shop Software which Webplus, Inc. makes generally available without additional charge to licensees of your release of Web+Shop Software, and any copy of Web+Shop Software made in accordance with this Agreement.

2. LICENSE GRANT AND LIMITATIONS

2.1 License to Develop Application Programs. If you licensed a copy (or copies) of Web+Shop Software for development purposes and you paid the applicable developer license fee(s), Webplus, Inc. grants to you a personal, non-exclusive license to install and use each such copy of
Web+Shop Software on one Authorized System (as defined below), of the processor family identified by you at the time of purchase, that directly accesses, or is part of a network that contains, one Authorized Server (as defined below), solely for the purpose of developing application programs accessible using the World Wide Web. You are not authorized to install or execute those application programs (other than for development and testing) without a separate deployment license available from Webplus, Inc. Webplus, Inc. reserves the right to monitor your web+shop License ID, serial number, server IP address, and the number of processors via email or other electronic means at any time.

2.2 License to Deploy Application Programs. If you licensed a copy (or copies) of Web+Shop Software in order to deploy application programs developed using Web+Shop Software and you paid the applicable deployment license fee(s), Webplus, Inc. grants to you a personal, non-exclusive license to: 

1.  Install a copy of web+shop Software on each authorized server computer that is owned and/or
operated by you for your internal use as an Internet server and is of the type on which the web+shop Software is  designed to operate ("Authorized Server") and permit each authorized processor ("Authorized Processor") contained in an Authorized Server to execute Web+Shop Software, provided that the maximum number of Authorized Servers, Authorized Processors, Authorized Concurrent Connections, and Authorized Server IP Address do not at any time exceed the number authorized by this Agreement; 
2.  Reproduce Web+Shop Software to the extent required to install and execute Web+Shop Software as permitted hereunder and, in addition, make one backup copy for archival purposes of Web+Shop Software; and 
3.  Access and use Web+Shop Software installed on the Authorized Servers and application programs which use or are designed to use Web+Shop Software, or any portion thereof, from any terminal, wireless  device, workstation and computer which: 
             1.( i )   contains an HTML browser and is part of a network that includes an Authorized Server; 
             2.( ii )  runs or contains one or more application programs which use or are designed to use Web+Shop  Software, or any portion thereof, only through the HTML browser; and 
             3. ( iii ) is permitted access to Web+Shop Software, or any portion thereof, only through the HTML browser ("Authorized Systems").

You are authorized to install Web+Shop Software on up to the number of Authorized Servers, the number of Authorized Processors, and the number of Authorized Concurrent Connections contained in each Authorized Server, specified in the purchase order under which you ordered Web+Shop Software. If your purchase order does not state a number of Authorized Servers and Authorized Processors and Authorized Concurrent Connections to be licensed or there is no such purchase order, then the number of Authorized Servers authorized by this Agreement shall be one (1) with
one (1) Authorized Processor and one (1) Authorized Concurrent Connection on one (1) IP Server
Address. If you wish to have more Authorized Servers, Authorized Processors, Authorized Concurrent Connections, and Authorized Server IP Address, or if you increase the number of processors contained in an Authorized Server, you must acquire an additional license for such
Authorized Servers, Authorized Processors, Authorized Concurrent Connections, and or Authorized
Server IP Addresses from Webplus, Inc.

2.3 Limitations. Except as expressly set forth in this Agreement, you agree not to use, copy, disseminate or permit access to Web+Shop Software, or any portion thereof, in any form or medium. Without limiting the generality of the foregoing, you shall not permit any use of Web+ Enterprise Software, for other than your internal use by Authorized Servers, Authorized Processors and
Authorized Systems. You agree to permit Webplus, Inc. to examine the Authorized Servers, Authorized Processors and Authorized Systems, in order to ensure your compliance with this Agreement. You agree to remedy immediately any noncompliance discovered by any such examination. 

2.4 Restrictions on Academic Release. If you licensed the academic release of Web+Shop Software, you represent to Webplus, Inc. that you are an accredited educational institution or a current
member of the faculty or student body of such an institution ( "Educational User"). Educational
Users are licensed to use Web+Shop Software, in accordance with this Agreement, solely for
purposes directly related to ( i ) teaching and degree-granting programs or ( ii ) noncommercial
research by students and faculty members ("Educational Purposes"). Any use of the academic
release of Web+Shop Software by other than Educational Users or for other than Educational Purposes is expressly prohibited.

3. TRANSFER
You agree not to sell, transfer or sublicense Web+Shop Software, or any copy or portion thereof, to any other person, except that you may assign your rights under this Agreement so long as (a)
the assignee agrees in writing to be bound by the terms and conditions of this Agreement, and (b)
you transfer all copies of Web+Shop Software to the assignee and cease all use of Web+Shop Software.

4. OWNERSHIP
Web+Shop Software contains software proprietary to Webplus, Inc. and may contain certain other
software proprietary to third parties ("Third-Party Suppliers") and licensed to Webplus, Inc.
Third-Party Suppliers are identified in the copyright notice on or in Web+Shop Software. As
licensee, you own the media on which Web+Shop Software is recorded, but Webplus, Inc. and the
Third-Party Suppliers retain title and ownership to Web+Shop Software recorded on the media and all copyright and other intellectual property rights therein. This license is not a sale of Web+Shop Software or any copy. Except as may be required under applicable law, you agree not to alter, decompile, disassemble, or reverse engineer Web+Shop Software, in whole or in part,
whether for error correction or otherwise.

5. PROPRIETARY NOTICES
You agree not to alter, remove, or obscure any copyright notices or other proprietary notices on
and in Web+Shop Software. You agree to include on and in any copies of Web+Shop Software the same proprietary notices and other legends contained on and in web+shop Software as furnished to you by Webplus, Inc.

6. RUN-TIME LIBRARIES
You may not reproduce or distribute any run-time libraries contained in Web+Shop Software.

7. PUBLICATION OF BENCHMARK RESULTS
You agree not to publish or release the results of any benchmark tests run on Web+Shop Software
without prior written permission in each instance from Webplus, Inc.

8. WARRANTY
Webplus, Inc. warrants, to you personally, for a period of ninety sixty days from the date you download Web+Shop Software (the "Warranty Period") that Web+Shop Software shall operate
substantially in accordance with the functional specifications in the accompanying documentation
if properly used on a machine for which it was designed. If during the Warranty Period a defect
in Web+Shop Software appears, you may return Web+Shop Software to your place of purchase for
either, at the election of Webplus, Inc., replacement or refund of the amounts paid by you for
the license of Web+Shop Software. You agree that the foregoing constitutes your sole and
exclusive remedy for breach by Webplus, Inc. and Third Party Suppliers of any warranties made
under this Agreement.

9. DISCLAIMER
EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 8 ABOVE, YOU AGREE THAT Web+Shop SOFTWARE IS
FURNISHED ON AN "AS-IS" BASIS. NEITHER WEBPLUS, INC. NOR ANY THIRD-PARTY SUPPLIER MAKES ANY
WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER, INCLUDING WITHOUT LIMITATION THE CONDITION, MERCHANTABILITY, OR FITNESS FOR ANY PARTICULAR PURPOSE OF Web+Shop SOFTWARE. NEITHER WEBPLUS, INC. NOR ANY THIRD-PARTY SUPPLIER WARRANTS THAT Web+Shop SOFTWARE WILL MEET YOUR REQUIREMENTS, THAT IT WILL OPERATE IN THE COMBINATIONS WHICH YOU MAY SELECT, OR THAT ITS OPERATION WILL BE UNINTERRUPTED OR ERROR FREE. NEITHER WEBPLUS, INC. NOR ANY THIRD-PARTY
SUPPLIER ASSUMES ANY LIABILITY REGARDING USE OF, OR ANY DEFECT IN, Web+Shop SOFTWARE. SHOULD web+shop SOFTWARE PROVE DEFECTIVE FOLLOWING ITS PURCHASE YOU (AND NOT WEBPLUS, INC., OR ANY THIRD PARTY SUPPLIER, THE DISTRIBUTOR, OR THE RETAILER) ASSUME THE ENTIRE COST OF ALL NECESSARY
SERVICING, REPAIR, OR CORRECTION. NEITHER WEBPLUS, INC. NOR ANY THIRD PARTY SUPPLIER HAS ANY
OBLIGATION TO PROVIDE MAINTENANCE SERVICES, UPDATE SERVICES, NOTICES OF LATENT DEFECTS, OR
CORRECTION OF DEFECTS FOR web+shop SOFTWARE. ALL CONDITIONS AND OTHER TERMS NOT EXPRESSLY SET OUT
IN THIS AGREEMENT ARE HEREBY EXCLUDED. 

10. LIMITATION OF LIABILITY
IN NO EVENT SHALL WEBPLUS, INC. OR THIRD-PARTY SUPPLIERS BE LIABLE FOR ANY LOSS OF PROFIT OR
ANTICIPATED SAVING OR INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, EVEN IF SUCH PARTY
HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

11. SEVERABILITY
If any provision of this Agreement is held invalid or unenforceable for any reason, such invalidity shall not affect the validity of the remaining provisions of this Agreement, and the
parties will substitute for the invalid provision a valid provision which most closely approximates the intent and economic effect of the invalid provision.

12. TERMINATION
This Agreement shall be effective beginning on the date you acquire Web+Shop Software from
Webplus, Inc. and shall continue until terminated. Any failure by you to comply with any of the provisions of this Agreement will be a material breach of this Agreement and entitle Webplus, Inc. to terminate this Agreement immediately. Upon termination, you are to immediately stop all use of Web+Shop Software and to return to Webplus, Inc. or erase all copies of Web+Shop Software in any form (including copies contained in any mass storage device).

13. ENTIRE AGREEMENT
This Agreement shall constitute the entire agreement between the parties with respect to the subject matter hereof, and supersedes any prior agreements or understandings between the parties, whether written or oral, with respect hereto. No modification to this Agreement shall be of any force or effect unless made in writing signed by each party. You agree that you have not relied
on any representation in entering into this Agreement other than those set out herein.

14. GOVERNING LAW
This Agreement shall be construed in accordance with and governed by the laws of the State of Minnesota, USA, excluding its choice of law rules.

15. NOTICE TO U.S. GOVERNMENT END USERS
If Web+ Software is acquired by or on behalf of a unit or agency of the United States Government, the following provisions apply. Web+ Software (a) is an existing computer software and was developed exclusively at private expense, (b) is a trade secret of Webplus, Inc. and Third-Party Suppliers for all purposes of the Freedom of Information Act, (c) is "commercial computer software" subject to limited utilization as expressly stated in this Agreement or
as provided in the contract between the vendor and the governmental entity, (d) in all respects is proprietary data belonging solely to Webplus, Inc. or Third-Party Suppliers, and (e) is unpublished and all rights are reserved under the copyright laws of the United States.
Web+ Software is licensed only with "Restricted Rights" and use, reproduction or disclosure is
subject to restrictions set forth in Alternate III(g)(3) of the Rights in Data - General clause
at 52.227-14 (June 1987) and subparagraphs (a) through (d) of the Commercial Computer Software - 
Restricted Rights clause at 52.227-19 (June 1987) of the Federal Acquisition Regulations and
their respective successors. For units of the Department of Defense (DoD), Web+ Software is
licensed only under the license customarily provided to the public as set forth above, as provided by Section 227.7203-3(b), Defense Federal Acquisition Regulation Supplement (DFARS) (June 1995). This software has not been previously furnished to the government with greater rights than those provided hereunder. Use, duplication, or disclosure of any commercial technical data provided under this Agreement which is not  "commercial computer software" is subject to restrictions as set forth in the Technical Data -- Commercial Items clause at DFARS 252.227-7015
(June 1995) and its successors. Contractor/manufacturer is Webplus, Inc., 860 Blue Gentian Road,
Suite 360, Eagan, MN 55121, USA.


NOTICE: The web+shop software is Copyright  1996 - 2002 Webplus, Inc.

Address: Webplus, Inc.
	 860 Blue Gentian Road, Suite 360
	 Eagan, MN 55121
	 U.S.A.
Tel: 	 (651) 209-3100
Fax: 	 (651) 209-3103

Email:	 license@talentsoft.com
URL:     http://www.talentsoft.com