CUSTOM CLIENT ADDENDUM

BY CLICKING "I AGREE" BELOW, OR BY USING THE TOOLS, YOU CONFIRM THAT YOU HAVE ACCEPTED THE AIM DEVELOPERS LICENSE AGREEMENT AND THIS ADDENDUM (THE "AGREEMENT"), AND WISH TO OBTAIN THE CUSTOM CLIENT TOOLS. IF YOU DO NOT AGREE TO THE FOLLOWING ADDITIONAL TERMS, CLICK THE "CANCEL" BUTTON AND DO NOT DOWNLOAD THE CUSTOM CLIENT TOOLS.

Defined terms used herein and not defined are defined in the main body of the Agreement.

This addendum is hereby incorporated by reference into and made a part of the Agreement.

DESCRIPTION OF TOOLS. The "Custom Client Tools" made available as part of the SDK offer access to the AOL IM Network for the purpose of creating customized client software to access all or part of an AOL Service as further described in the Documentation (each a "Custom Client").

RESTRICTED CUSTOM CLIENTS. While AOL wishes to encourage development and creativity in creation of Custom Clients, in order to maintain the integrity of the program and AOL IM Network, you must agree to the following restrictions: Your Custom Client must reproduce and enable in whole (i) text instant messaging functionality and (ii) online status indicators if a contact list of Screen Names is displayed. Except as set forth in the preceding sentence, your Custom Client may choose to incorporate or omit any feature identified in the Documentation as available for Custom Client use. You agree and acknowledge that AOL reserves the right at all times to reserve certain features or functionality within an AOL Service as available only for end users of client software created by or on behalf of AOL. Your Custom Client, unless otherwise agreed to in writing by AOL, shall not (i) be promoted, intended, or otherwise targeted at a particular wireless telecommunications carrier's end users, (ii) offer or enable a service or functionality not authorized in writing by AOL that utilizes a wireless telecommunication carrier's network and/or wireless services, or (iii) operate on a mobile communications device that provides voice and/or data services via a wireless telecommunications carrier's network and/or wireless services. Any inquiries regarding the development of a Custom Client intended to operate on a mobile communications device that provides voice and/or data services via a wireless telecommunications carrier's network and/or wireless services should be directed to AIMCommercial@aol.com.

Your Custom Client, unless otherwise agreed to in writing by AOL, shall not be (i) primarily intended for purchase and/or use by corporate entities, and/or (ii) specially adapted for use primarily in an employment setting, such as through integration with enterprise software, systems, or services (any such Custom Client an "Enterprise Custom Client"). Any inquiries regarding the development of an Enterprise Custom Client should be directed to AIMCommercial@aol.com.

For purposes of clarification, AOL shall be free pursuant to Section 2.3 of the Agreement to cancel any key it has issued to you and / or prevent your Custom Client from accessing or working with the AOL IM Network if AOL determines that your Custom Client has violated this Section.

USAGE LIMITATIONS. Your license to use the Development Key provided to you for developing your Custom Client with the Custom Client Tools is subject to your compliance with the following use limitation: your Custom Client may be invoked by you only and such usage may be invoked up to five hundred (500) times in the aggregate per calendar day. You may not deploy or distribute your Custom Client to any third party.

In the event you apply for and receive a Deployment Key provided by AOL authorizing you to deploy your Custom Client, your license to use the Deployment Key is subject to your compliance with the following use limitations: your Custom Client may be invoked up to two hundred fifty thousand (250,000) times in the aggregate per calendar day and two million (2,000,000) times in the aggregate per calendar month.

If you wish to exceed the usage limitations set forth above for your Custom Client you must obtain (1) an Unlimited Key that is not subject to the usage limitations and (2) the prior written permission of AOL, which may require entering into a separate license agreement.

DISTRIBUTION LIMITATIONS. Your license to use the Deployment Key or Unlimited Key for your Custom Client is subject to your compliance with distribution limitations, as follows:

You may only offer the Custom Client for download by users from a HTML website located at a publicly available URL address which you identify to AOL in your application for the Deployment Key or Unlimited Key (the "Download Site").

You may not offer or promote the Custom Client for any use other than that explicitly authorized in this Agreement, and your Custom Client shall be for use with the U.S. based version of the AOL Service exclusively.

THIRD PARTY NOTICES. This product contains third party software, including:

Expat software that is Copyright (c) 1998, 1999, 2000 Thai Open Source Software Center Ltd. Permission is hereby granted, free of charge, to any person obtaining a copy of this expat software and associated documentation files (the "Software"), to deal in the Software without restriction, including without limitation the rights to use, copy, modify, merge, publish, distribute, sublicense, and/or sell copies of the Software, and to permit persons to whom the Software is furnished to do so, subject to the following conditions: The copyright notice and this permission notice shall be included in all copies or substantial portions of the Software.

THE EXPAT SOFTWARE IS PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. IN NO EVENT SHALL THE AUTHORS OR COPYRIGHT HOLDERS BE LIABLE FOR ANY CLAIM, DAMAGES OR OTHER LIABILITY, WHETHER IN AN ACTION OF CONTRACT, TORT OR OTHERWISE, ARISING FROM, OUT OF OR IN CONNECTION WITH THE EXPAT SOFTWARE OR THE USE OR OTHER DEALINGS IN THE EXPAT SOFTWARE.

zlib software that is Copyright (C) 1995-2002 Jean-loup Gailly and Mark Adler.

AIM TERMS OF SERVICE ("TOS"). You must notify end users in a clear and conspicuous manner that any use of your Custom Client to access any AOL Service or the AOL IM Network remains subject to the AOL IM Network terms of service located at http://about.aol.com/aolnetwork/terms_use.

ATTRIBUTION. You shall conspicuously convey to end users of the Download Site that your Custom Client is for use with the U.S. based version of the AOL Service exclusively. In addition, you must maintain a persistent link on (i) the Download Site and (ii) the main user interface of a Custom Client referring end users to the "AIMĀ® Enabled" webpage at http://developer.aim.com/aimenabled.jsp.

USER INTERFACE DEVELOPMENT. You are required to create user interface screens and warnings for your Custom Client that contains the following components: (i) a sign on screen allowing users to enter both a Screen Name and a password, (ii) the ability for users to report IM spam to AOL, and (iii) the ability for users to block an offending third party IM spammer.