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                       COMMERCIAL DEED OF LICENCE

                            for the use of

                       THE APPARATUS FACTORY™

                — Patent N° 4,021,114, U.S. Pat. Off. —

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           Issued by OFFLINE LTD., Pulchritudinis Officina,
           Publishers, Engravers, & Stationers, of London,
           being the sole Proprietor of the said Apparatus,
           and of all its derivatives, successors, & heirs.

                              ── ❦ ──


PREAMBLE.

THIS Deed, made in the City of London upon the day of acquisition
hereinafter recorded, between OFFLINE LTD. (hereinafter, "the
Proprietor") and the bearer of the present Apparatus (hereinafter, "the
Licensee"):

WHEREAS the Proprietor has, by considerable application of skill,
capital, & constitution, brought into being a certain Apparatus for the
Composition, Adornment, & Display of HyperText documents, which Apparatus
is by his Majesty's letters patent recorded under the number 4,021,114
with the United States Patent Office, District of Columbia; AND

WHEREAS the Licensee, having tendered the appointed sum to the said
Proprietor or to his duly-appointed agents, doth desire to operate the
said Apparatus for purposes both private & commercial:

NOW THEREFORE the Parties hereto, being of sound mind, sober condition,
and lawful estate, do covenant & agree the matters which follow.



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ARTICLE THE FIRST  ·  OF THE GRANT
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The Proprietor hereby grants unto the Licensee a non-exclusive,
non-transferable, & revocable Licence to operate ONE (1) instance of the
said Apparatus upon any single Computing Engine of which the Licensee is
the lawful possessor or duly-authorised tenant; provided always that the
said operation shall be confined to the lawful purposes of the Licensee
& to no other.

The Licensee may, without prejudice to this Article, operate the said
single instance of the Apparatus simultaneously upon as many Browsers as
he pleases, the work-product of any one being interchangeable with that
of any other; the Proprietor having taken some pains to assure that this
shall be the case.


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ARTICLE THE SECOND  ·  OF THE SUM
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The Licensee shall have paid, prior to the operation of the said
Apparatus, the sum of TWELVE GUINEAS (or its equivalent in foreign
currency at the prevailing rate of exchange upon the day of payment),
receipt whereof the Proprietor doth, by his acceptance of the present
Deed, acknowledge.

In the event the Apparatus shall have been received by the Licensee
without the said sum having been duly tendered, the Licensee is
courteously but firmly directed to make good the omission within thirty
(30) days, by application to the Proprietor at the address last printed
upon the wrapper, failing which the present Licence shall lapse.


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ARTICLE THE THIRD  ·  OF THINGS THE LICENSEE SHALL NOT DO
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The Licensee, in consideration of the foregoing Grant, shall NOT: —

  (a) Cause the Apparatus, or any portion thereof, to be reproduced,
      copied, or otherwise disseminated to any third party, whether for
      gain or for charity, without the express written consent of the
      Proprietor first obtained.

  (b) Subject the Apparatus, or any portion thereof, to the practice of
      DISS-ARTICULATION — to wit, the prising-apart of its mechanism for
      the purpose of inspecting, copying, modifying, or otherwise
      penetrating its inner workings — except insofar as the law of the
      Licensee's jurisdiction expressly permits the same notwithstanding
      contractual prohibition (in which case the Licensee shall first
      apprise the Proprietor of his intent in writing).

  (c) Sub-licence, lend, lease, hire, gift, exchange, bequeath, or
      otherwise alienate the Apparatus to any third party.

  (d) Alter, adapt, or otherwise modify the works of the Apparatus, save
      such modifications as are accomplished through the use of its own
      legitimate facilities.

  (e) Incorporate the Apparatus, or any portion thereof, into any other
      apparatus or engine of the Licensee's manufacture, whether for
      private or commercial use.

  (f) Hold himself out as the proprietor, author, or originator of the
      Apparatus, or of any portion thereof, in any forum public or
      private, in any tongue living or dead.

  (g) Employ the Apparatus for the composition of any document
      contrary to the laws of England or of any other jurisdiction in
      which the Licensee is resident, employed, or apprehended.


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ARTICLE THE FOURTH  ·  OF THE PROPRIETOR'S RESERVATION OF RIGHTS
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All rights not expressly granted unto the Licensee by the present Deed
are hereby retained by the Proprietor in their entirety, including but
not by way of limitation: the rights of authorship, of design, of
typography, of trade-mark, of letters patent, & of such other forms of
intellectual estate as the laws of any civilised nation may from time to
time recognise.

The Apparatus, its name, its mark (a stylised letter 'A' in sunburst,
recorded with the Trade-Marks Registry), & all visual & litterary
elements thereof shall remain the inviolable property of the Proprietor
in perpetuity, world without end.


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ARTICLE THE FIFTH  ·  OF THE ABSENCE OF WARRANTY
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The Apparatus is delivered unto the Licensee IN THE CONDITION IN WHICH IT
STANDS, & without warranty of any sort or kind, whether express, implied,
statutory, customary, or merely hopeful.

The Proprietor doth particularly disclaim any warranty of: —

  (a) MERCHANTABLE QUALITY — that is, that the Apparatus shall be of a
      quality such as is customary in articles of its kind;

  (b) FITNESS FOR ANY PARTICULAR PURPOSE — that is, that the Apparatus
      shall be suitable for whatever specific employment the Licensee
      may have in mind for it;

  (c) UNINTERRUPTED OPERATION — that is, that the Apparatus shall not,
      from time to time, exhibit defects, irregularities, perversities,
      or outright failures of execution;

  (d) FREEDOM FROM ERROR — that is, that the work-product of the
      Apparatus shall be in any respect more accurate, more elegant, or
      more durable than that of the Licensee himself unaided.

The Licensee acknowledges that the act of running an Apparatus upon a
Computing Engine remains, even in the present age, a hazardous & fickle
business; that defects shall arise; that the Proprietor shall make
reasonable but not heroic efforts to remedy them; & that the present
Deed shall in no wise be construed as a guarantee of celestial harmony
between the Apparatus & the Licensee's particular hardware.


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ARTICLE THE SIXTH  ·  OF THE LIMITATION OF LIABILITY
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In no event shall the aggregate liability of the Proprietor unto the
Licensee, arising from any cause whatsoever (including, without
limitation, negligence, breach of contract, breach of warranty, strict
liability in tort, & acts of supreme misfortune), exceed the sum
actually paid by the Licensee for the Apparatus pursuant to Article the
Second.

The Proprietor shall in no event be liable for: —

  (a) Loss of profits, revenues, savings, or anticipated benefits;
  (b) Loss, corruption, or sudden departure of data;
  (c) Inability to operate the Apparatus for any period whatsoever;
  (d) Distress, embarrassment, or social inconvenience occasioned to
      the Licensee or to his connections;
  (e) Acts of God, of war, of strike, of riot, of pestilence, of postal
      delay, or of any other vis major recognised by the laws of England
      or of common reason.


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ARTICLE THE SEVENTH  ·  OF TERMINATION
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The present Licence shall terminate forthwith, & without further notice,
upon any breach by the Licensee of the provisions of Article the Third
(Of Things the Licensee Shall Not Do), & shall additionally terminate
upon any failure of the Licensee to make good the sum stipulated in
Article the Second.

Upon termination, the Licensee shall: —

  (a) Cease all operation of the Apparatus immediately;
  (b) Destroy, or return unto the Proprietor at the Licensee's expense,
      all copies of the Apparatus then in his possession;
  (c) Furnish unto the Proprietor a written declaration of the same,
      witnessed by two persons of good repute.

The Licensee's prior obligations under Articles the Third, Fourth, Fifth,
& Sixth shall survive any such termination.


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ARTICLE THE EIGHTH  ·  OF GOVERNING LAW
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The present Deed shall be construed in accordance with the laws of
England & Wales, without regard to any provision concerning conflict of
laws; & any dispute arising hereunder shall be subject to the exclusive
jurisdiction of the Courts of London, before whom the Licensee, by his
acceptance of the Apparatus, irrevocably submits.

Should any provision of the present Deed be held by such court to be
unenforceable, the remaining provisions shall continue in full force &
effect, the Parties' intent being that the Deed should be enforceable to
the greatest extent permitted by law.


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ARTICLE THE NINTH  ·  OF GENERAL PROVISIONS
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The present Deed constitutes the entire agreement between the Parties
respecting the subject-matter hereof, & supersedes all prior agreements,
representations, advertisements, prospectuses, & casual remarks
(including, but not limited to, those uttered by the Proprietor's
salesmen during the late International Exhibition at Earl's Court).

No waiver by the Proprietor of any breach by the Licensee shall be
construed as a waiver of any subsequent breach. No alteration of the
present Deed shall be effective unless in writing & signed by both
Parties.

The Licensee may not assign the present Deed without the prior written
consent of the Proprietor. The Proprietor may assign the present Deed
freely, particularly in the event of his being acquired by, merged
with, or otherwise consolidated into another firm of similar character.



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                IN WITNESS WHEREOF the Parties have hereunto
                set their hands & seals, the Licensee at his
                place of acquisition & the Proprietor at his
                principal place of business, the date of the
                Apparatus's first launch upon the Licensee's
                Computing Engine being deemed the date of
                acceptance of the present Deed.

                              ── ❦ ──

                For OFFLINE LTD., Pulchritudinis Officina,
                            in the City of London,

                                  (sealed)

                          Professor Q. Eldritch
                          Horncastle,  Director.

                              ── ❦ ──

                          [SEAL OF THE COMPANY]

                                F · I · N · I · S
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