INSTRUCTIONS

Please return two (2) signed copies of the Internal Use License Agreement and a check or money order (made out to Cornell University) for the $75 U.S. administrative fee to the following address:

CU-SeeMe Consortium
Attn: Kris Struble
Cornell University
NCS 200 CCC
Ithaca, NY 14853
607-255-0506

Once the adminstrative fee is received and the Agreement is processed by the Cornell Research Foundation, the technical contact will be sent, via email, instructions on downloading the source code via authorized ftp access from the IP HOST specified.

CU-SeeMe(TM)

RESTRICTED INTERNAL USE ONLY LICENSE AGREEMENT

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EXPLANATION OF
PRINCIPAL TERMS AND CONDITIONS

1. PURPOSE - The purpose of the attached agreement is to provide a license for experimentation and research by software developers who wish to develop software based on CU-SeeMe(TM). Commercial enterprises may obtain this license without significant administrative burden or expense; to test the feasibility of product plans involving CU-SeeMe(TM), without any obligation to disclose information or introduce a product. Non-commercial enterprises may use this license to develop customized versions of CU-SeeMe(TM) for internal use.

2. RESTRICTIONS - The agreement requires the signer to: maintain the confidentiality of the source code, use the source code only for experimentation, distribute internally no more than 2 copies of the source code and 25 copes of executable code, and to maintain the integrity of the identifier code supplied by Cornell University. Authorization to exceed the 25 copy limit may be obtained through a written request to Cornell Research Foundation.

3. DISCLOSURE - The agreement authorizes the disclosure of the existence of the agreement and the identity of the licensee to White Pine Software, Inc. White Pine is the master licensee of CU-SeeMe(TM) and provider of licenses for commercial purposes.

4. IDENTIFIER CODE - A unique identifier code will be included in the software being provided to aid in diagnosis and correction of problems that may occur when the experimental software is used on the internet. The integrity and function of this identifier code is to be preserved.

5. LACK OF INDEMNIFICATION - Because release of the source code under this agreement is made for a nominal administrative fee and no profit will be realized by the developers of CU-SeeMe(TM), no liability of any kind will be assumed by White Pine Software, Inc., Cornell Research Foundation, Inc., or Cornell University.

6. ADMINISTRATIVE FEE - The fee identified in the agreement is to offset the administrative costs of the licensing and distribution of the software. The fee does not apply to licenses where changed terms are requested. If an applicant requests a modification of the agreement, an additional fee for the legal review and overhead incurred may be charged.

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CU-SeeMe(TM)
RESTRICTED INTERNAL USE ONLY LICENSE AGREEMENT

This RESTRICTED USE LICENSE AGREEMENT is by and between
Cornell Research Foundation, Inc. (LICENSOR)

and _______________________________________________________, (LICENSEE)
to define the terms and conditions under which LICENSEE will receive and use the copyrighted source code to the software known as CU-SeeMe(TM), Desktop Release ____(Macintosh), Desktop Release ____ (Windows), or Reflector Release, and such subsequent releases as LICENSOR chooses to provide (the "SOFTWARE").

LICENSOR grants to LICENSEE a non-exclusive, non-assignable, royalty free license to use the SOFTWARE exclusively for the purpose of research, experimentation, and study by LICENSEE. Use of the SOFTWARE for any other purpose is expressly prohibited without the prior written agreement of LICENSOR. In the course of this use, LICENSEE may create and distribute internally no more than two (2) copies of the SOFTWARE and no more than a total of twenty-five (25) binary executable copies of CU-SeeMe(TM), modified or unmodified.

1. SOFTWARE: After execution of this Agreement, LICENSOR will furnish to LICENSEE the SOFTWARE and such documentation as LICENSOR chooses to provide.

2. TITLE: This agreement grants LICENSEE no title or right of ownership in the SOFTWARE and no property rights in any copyrighted materials delivered here under. LICENSEE agrees not to remove or destroy any proprietary markings, copyright notices or other restrictions placed upon or contained within SOFTWARE or any related materials.

3. DISCLAIMER of WARRANTY: LICENSOR provides the SOFTWARE on an "AS IS" basis, and does not warrant its validity or performance. ALL WARRANTIES INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE ARE HEREBY EXCLUDED.

4. CONFIDENTIALITY: LICENSEE agrees that all source code received under this agreement is confidential information. LICENSEE convenants that it will use the same degree of care to protect this confidential information as it uses to protect its own like information, and that it will use all reasonable precautions to protect such confidential information or any part thereof from any disclosure to, or copying by, third parties.

5. LIMITATION OF LIABILITY, INDEMNIFICATION: Under no circumstances shall LICENSOR be liable to LICENSEE or any third party for direct or indirect damages of any character, including, without limitation, loss of profits, loss of use, loss of goodwill, computer failure or malfunction, even if advised of the possibility of such damages. LICENSEE agrees to indemnify LICENSOR for any and all liability LICENSOR may incur as a result of LICENSEE's use of the SOFTWARE.

6. LACK OF MAINTENANCE OR SUPPORT SERVICES: LICENSEE understands and agrees that LICENSOR is under no obligation to provide maintenance or support services, notices of latent defects, or correction of defects for the SOFTWARE.

7. ADDITIONAL COPIES: LICENSEE may request authorization to generate a number of binary executable copies of CU-SeeMe(TM) in the excess of the twenty- five (25) copies authorized under this agreement. Such requests shall be made in writing and state the specific number of copies requested and the purpose for the request.

8. IDENTIFIER: LICENSEE agrees to include a unique LICENSEE identifier code, to be supplied by Cornell University, in all binary copies of the MODIFIED SOFTWARE redistributed to third parties, or used by LICENSEE on the Internet. LICENSEE further agrees to cooperate with LICENSOR AND Cornell University in identifying and correction problems related to the MODIFIED SOFTWARE bearing LICENSEE's unique identifier code. LICENSEE further agrees to keep intact and preserve the functions of any code in any CU-SeeMe(TM) Desktop or Reflector Release that checks the validity of the LICENSEE identifier code.

9. DISCLOSURE: LICENSEE acknowledges that LICENSOR has also licensed CU- SeeMe(TM) for commercial purposes and agrees that LICENSOR may disclose to its commercial licensee(s): (i) the existence of this agreement, (ii) LICENSEE's identity, and (iii) any requests for authorization of additional copies.

10. TERMINATION: LICENSOR may terminate this license at any time for any reason by giving LICENSEE thirty (30) days written notice. LICENSEE agrees to return or destroy, at LICENSOR's option, all copies of the SOFTWARE and all copies of the executable code derived from the SOFTWARE.

11. ADMINISTRATIVE FEE: LICENSEE agrees to pay LICENSOR a fee of seventy-five U.S. dollars ($75), to offset the administrative cost of granting and maintaining this license.

12. NEW YORK LAW: This agreement is deemed to be made under, and shall be governed by the laws of the State of New York.

13. EXPORT ASSURANCE: Unless prior authorization is obtained from the United States Office of Export Licensing, LICENSEE will not knowingly export or reexport, directly or indirectly, any software or technical data provided under this license to any destination that would constitute a violation of U.S. export regulations.

Signature Form Goes Here