Openwave Systems Inc. ("Openwave") makes the Openwave® Mobile Developer Toolkit Version 1.0 CD ("CD") including all information, documents, communications, files, text, graphics, software, and products included on the CD (collectively "Materials"), available for your use subject to the terms and conditions set forth in this document and any changes to this document made by Openwave in writing from time to time (collectively, "Terms and Conditions"). By downloading, installing, or using any Materials, you agree to these Terms and Conditions. If you do not agree to these Terms and Conditions, you may not use, download, or install the Materials. For those Materials which are accompanied by or include an end user license agreement ("License Agreement") the License Agreement will prevail over these Terms and Conditions. The Openwave® Multimedia Messaging Developer SDK Version 1.0 shall be governed by the License Agreement found in the Multimedia Messaging SDK compressed file located in the MMS SDK directory in the CD. The Openwave® Location Studio SDK Version 1.0 shall be governed by the License Agreement found in the Location Studio SDK compressed file located in the Location Studio SDK directory in the CD. The Open Usability Interface (OUI) shall be governed by the Mozilla Public License 1.1 found in the Open_Source folder in the CD. Certain third party Materials will be accompanied and governed by License Agreements between you and a third party ("Third Party Agreements"). Openwave is not a party to such Third Party Agreements and Openwave's liability to you and to third parties is limited pursuant to the warranty disclaimers and limitation of liability in these Terms and Conditions. You agree not to install, use, or download the Materials unless you have read and agree with the terms of the applicable license agreement.

Limited License

Openwave authorizes you to use a single copy of the Materials solely for non-commercial personal use, provided that you retain all copyright and other proprietary notices contained in the original Materials on any copies of the Materials. Certain code found in the Materials is specifically referenced as sample software code ("Sample Code"). If such Sample Code is accompanied by a License Agreement then the terms of the License Agreement shall govern. If a License Agreement does not accompany or is not included with the Sample Code then such Sample Code shall be governed by these Terms and Conditions and you may copy, perform, display, distribute, create derivative works, modify, and sublicense through multiple channels such Sample Code (in whole or in part). Under no circumstances will content, including but not limited to, images, ringtones, or graphics be considered Sample Code.

Ownership; Restrictions

The copyright and ownership interests in all Materials is held by Openwave and its suppliers and protected by U.S. laws and international treaty provisions. You agree not to use, copy, republish, frame, post, transfer, display, perform, download, transmit, modify, rent, lease, loan, sell, assign, distribute, license, sublicense, reverse engineer, or create derivative works based on the Materials, except as expressly allowed herein. Unauthorized use of any Materials may violate copyright laws, trademark laws, the laws of privacy and publicity, communications regulations and statutes or other applicable laws, rules or regulations, and may subject you to civil liability and/or criminal penalties.

Term; Termination

These Terms and Conditions are effective until terminated. You may terminate these Terms and Conditions at any time by destroying the Materials and all copies thereof. Openwave may terminate these Terms and Conditions without notice at any time for any reason. These Terms and Conditions will terminate immediately without notice if you fail to comply with any of its provisions. Upon termination all rights granted in these Terms and Conditions shall immediately cease to exist and you must promptly discontinue all use of the Materials and destroy the Materials and all copies thereof. All terms that by their nature should survive termination of these Terms and Conditions will survive.

Disclaimer

You acknowledge and agree that the Materials are provided to you on an "as is" basis, without any warranty of any kind. All warranties, express or implied, including but not limited to implied warranties of merchantability, accuracy of informational content, fitness for a particular purpose, system integration, title, and non-infringement of any third party right with respect to the Materials or any services related to the Materials are expressly disclaimed to the fullest extent permitted by law.No warranty or representation is given that the functions contained in the Materials will meet your requirements, that the operation of the Materials will be uninterrupted or error-free, or that any defects in the Materials will be corrected. Furthermore, no warranty or representation is given regarding the use or the results of the use of the Material or the adequacy of the Materials. No oral or written information or advice given by any person or entity shall create a warranty or representation or in any way increase the scope of this warranty. Some states or jurisdictions do not allow the exclusion of implied warranties or limitations on how long an implied warranty may last, so the above limitations may not apply to you. You may have rights which vary from state to state or jurisdiction to jurisdiction.

Trademarks

The trademarks, service marks and logos used and displayed in the Materials are registered and unregistered trademarks and service marks of Openwave and others. Please see the list of registered and unregistered marks at http://www.openwave.com/legal/trademark.html. Sun, Sun Microsystems, the Sun Logo, Solaris, Java and all Java-based marks are trademarks or registered trademarks of Sun Microsystems, Inc. in the United States and other countries. All other registered and unregistered trademarks used in the Materials are the property of their respective owners. You are not granted, expressly or by implication, estoppel or otherwise, any license or right to use any Openwave trademark, service mark or logo used or displayed in the Materials without the prior express written permission of Openwave. When used with Openwave's permission, all trademarks must be identified as trademarks of Openwave using the appropriate symbol (e.g., ™ or ®) at the first occurrence in the text of any published printed or electronic communications, including advertising, promotions, packaging, technical documentation, sales and marketing collateral and product labels. In addition, such marks must be listed, identified and attributed as the property of Openwave in a footnote at the end of the communication.

Patents

Openwave's technology and products, including products that may be available as part of the Materials, may be protected by one or more United States and/or international patents or patents pending.

Forward-Looking Statements

The Materials may contain projections or other forward-looking statements relating to future events, future products or the future performance of Openwave. Such statements are only predictions and subject to certain risks and uncertainties. Consequently, actual events or results may differ materially. These risks and uncertainties are described from time to time in Openwave's filings with the Securities and Exchange Commission.

Links to Other Sites

Openwave makes no representations or warranties about any other site or material that you may access through links or other references in the CD. You do so at your own risk. The presence of links to non-Openwave sites or materials does not imply that Openwave endorses or accepts responsibility for the content or use of such sites or materials.

LIMITATION OF LIABILITY
UNDER NO EVENT AND UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, SHALL OPENWAVE OR ITS SUPPLIERS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTIAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR ANY LOST PROFITS, LOST SAVINGS, LOSS OF DATA, COSTS, FEES OR EXPENSES OF ANY KIND OR NATURE ARISING OUT OF OR RELATING TO THESE TERMS AND CONDITIONS OR THE USE OR INABILITY TO USE THE MATERIALS, OR ANY DATA SUPPLIED THEREWITH, EVEN IF OPENWAVE OR AN OPENWAVE REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Some jurisdictions do not allow the exclusion or limitation of incidental, consequential or special damages, so the above limitation or exclusion may not apply to you.

Export Laws; Notice to U.S. government users

By using the Materials, you represent and warrant that you are not located in, under the control of, or a national or resident of any country to which the U.S. has embargoed goods. You agree that you will not export or "re-export" (transfer) the Materials or any product that contains the Materials unless you have complied with all applicable United States and foreign government export controls and approvals. For additional information with respect to the United States export controls, you may wish to visit the U.S. Bureau of Industry and Security's web site at: http://www.bxa.doc.gov. All Openwave products and publications are commercial in nature. The software and documentation available on the CD are "Commercial Items," as that term is defined at 48 C.F.R. §2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation," as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §§227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software and Documentation are licensed to U.S. Government end users (A) only as Commercial Items and (B) with only those rights as are granted to all other end users pursuant to these Terms and Conditions.

General

Any claim relating to the Materials will be governed by the laws of the State of California, notwithstanding any conflicts of law principles, and the United States of America. You and Openwave agree that and hereby submit to the exclusive personal jurisdiction and venue of the Superior Court of Santa Clara County and the United States District Court for the Northern District of California with respect to any such claim. Any part of these Terms and Conditions that is unlawful, void or unenforceable will be deemed severable and will not affect the validity or enforceability of the remaining provisions. All waivers must be in writing. Any waiver or failure to enforce these Terms and Conditions on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. You may not assign your rights or obligations granted under these Terms and Conditions without the prior written consent of Openwave. Any attempted assignment or transfer without such prior written consent from Openwave shall be null and void. The headings of sections of these Terms and Conditions are for convenience only and are not to be used in interpreting these Terms and Conditions. In the event Openwave is required to initiate legal proceedings to enforce any provision of these Terms and Conditions or you initiate any legal proceedings relating to these Terms and Conditions, the prevailing party shall be entitled to recover all reasonable attorneys' fees from the other party. These Terms and Conditions constitute the entire agreement between the parties regarding the subject matter hereof and supersedes all prior or contemporaneous agreements, understandings, and communication, whether written or oral. These Terms and Conditions may only be modified by Openwave in a signed writing.

Contact Information

All requests for further information or for permission to reproduce any portions of the Materials should be directed to: Openwave Systems Inc., 1400 Seaport Boulevard, Redwood City, CA 94063, +1 650 480 8000 [tel], +1 650 480 8100 [fax].