IMPORTANT: PLEASE READ THIS COURSEWARE LICENSE AGREEMENT CAREFULLY BEFORE USING THE COURSEWARE. BY USING THE COURSEWARE, YOU ARE AGREEING TO BE BOUND BY THE TERMS AND CONDITIONS STATED BELOW. IF YOU DO NOT AGREE WITH THE TERMS OF THIS LICENSE, PROMPTLY CEASE USING THE COURSEWARE AND CONTACT DIGITALTHINK AT INFO@DIGITALTHINK.COM OR (415) 625-4000 TO HAVE YOUR MONEY REFUNDED.

1. License. DigitalThink Incorporated ("DIGITALTHINK") grants to the Licensee purchasing this Courseware a nonexclusive, nontransferable license to use the courseware in accordance with this License. This License is not a sale. DIGITALTHINK or DIGITALTHINK's Licensors retain title to the Courseware and related documentation, if any. This License allows use of the Courseware and documentation only by one User. "User(s)" means one individual Licensee.

2. Restrictions. This License sets forth the terms and conditions governing the use of the Courseware and documentation. Licensee may not remove any proprietary notices, labels, or marks on the Courseware or its documentation. Licensee may not rent, lease or otherwise transfer the Courseware or its documentation. The Courseware contains copyrighted material, trade secrets and other proprietary material. Licensee shall not, without the prior written permission of DIGITALTHINK, nor permit anyone else to copy, decompile, reverse engineer, disassemble or otherwise reduce the Courseware to a human perceivable form, or to modify, network, rent, lease, loan, distribute, or create derivative works based upon the Courseware or the documentation in whole or in part. Notwithstanding, if the Courseware is lawfully acquired outside of the United States within a jurisdiction which is a member of European Economic Community (EEC) subject to the EEC Council Directive of May 14, 1991, Licensee agrees that within that jurisdiction it shall not, and shall not allow any party on Licensee's behalf, to attempt to reverse engineer or decompile the Courseware into another computer language, except as expressly and specifically provided in the EEC Council Directive of May 14, 1991. Any and all information obtained during such lawful reverse engineering and/or decompiling activities, including but not limited to, the organization, logic, algorithms and processes of the Courseware, shall be deemed to be the confidential and proprietary information of DIGITALTHINK or its Licensors.

3. Termination. This License is effective for six (6) months from time of registration for the course. This License will terminate immediately without notice from DIGITALTHINK if Licensee fails to comply with any provision of this License. Upon termination, Licensee will no longer be provided with access to the Courseware via online delivery.

4. Government End Users. If Licensee is acquiring the Courseware on behalf of any unit or agency of the United States Government, the following provisions apply. The Government agrees: (i) if the Courseware is supplied to the Department of Defense ("DOD"), the Courseware is classified as "Commercial Computer Software" and the Government is acquiring only "restricted rights" in the Courseware and its documentation as that term is defined in Clause 252.227-7013(c)(1) of the DFARS; and (ii) if the Courseware is supplied to any unit or agency of the United States Government other than DOD, the Government's rights in the Courseware and its documentation will be as defined in Clause 52.227-19(c)(2) of the FAR or, in the case of NASA, in Clause 18-52.227-86(d) of the NASA Supplement to the FAR.

5. Disclaimer of Warranty. Licensee expressly acknowledges and agrees that the use of the Courseware is at Licensee's sole risk. The Courseware, documentation, and technical support are provided "AS IS" and without warranty of any kind. Information regarding any third party services included in this package is provided as a convenience only, without warranty by DIGITALTHINK, and will be governed solely by the terms agreed upon between Licensee and the third party providing such services. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAWS, DIGITALTHINK AND DIGITALTHINK'S LICENSORS, (FOR THE PURPOSES OF PROVISION 5, DIGITALTHINK AND DIGITALTHINK'S LICENSORS SHALL BE COLLECTIVELY REFERRED TO AS DIGITALTHINK) EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON INFRINGEMENT. DIGITALTHINK DOES NOT WARRANT THAT THE INFORMATION CONTAINED IN THE COURSEWARE WILL MEET LICENSEE'S REQUIREMENTS, OR THAT THE OPERATION AND/OR DELIVERY OF THE COURSEWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE COURSEWARE WILL BE CORRECTED. FURTHERMORE, DIGITALTHINK DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE COURSEWARE IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY DIGITALTHINK OR ITS AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY OR IN ANY WAY INCREASES THE SCOPE OF THIS WARRANTY. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY.

6. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAWS, UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, SHALL DIGITALTHINK, ITS AFFILIATES OR THEIR DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS, BE LIABLE FOR ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION AND THE LIKE) ARISING OUT OF THE USE OR INABILITY TO USE THE COURSEWARE, EVEN IF DIGITALTHINK OR ITS AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY. In no event shall DIGITALTHINK's total liability to Licensee for all damages, losses, and causes of action (whether in contract, tort, including negligence, or otherwise) exceed the amount paid by Licensee for the Courseware and any documentation.

7. No Waiver or Assignment. No delay or failure to take action under this License will constitute a waiver unless expressly waived in writing, signed by a duly authorized representative of DIGITALTHINK, and no single waiver will constitute a continuing or subsequent waiver. This License may not be assigned, sublicensed or otherwise transferred by Licensee, by operation of law or otherwise, without DIGITALTHINK's prior written consent, provided that Licensee may assign this License upon written notice to DIGITALTHINK in instances in which such assignment is to an entity which acquires all or substantially all of the business of Licensee, whether by merger, consolidation, or acquisition of assets.

8. Controlling Law and Severability. This License shall be governed by and construed in accordance with the laws of the United States and the State of California, as applied to agreements entered into and to be performed entirely within California between California residents. If for any reason a court of competent jurisdiction finds any provision of this License, or portion thereof, to be unenforceable, that provision of the License shall be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of this License shall continue in full force and effect.

9. Entire Agreement. This License constitutes the entire agreement between the parties with respect to the use of the Courseware and its documentation, and supersedes all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter. Any a b additional or different terms or conditions proposed by Licensee or contained in any purchase order are hereby rejected and shall be of no force and effect unless expressly agreed to in writing by DIGITALTHINK. No amendment to or modification of this License will be binding unless in writing and signed by a duly authorized representative of DIGITALTHINK.