DBENTRANCE SOFTWARE LICENSE TERMS ENTRANCE - IDE VERSION NOTICE: THIS DBENTRANCE SOFTWARE PRODUCT (THE "PRODUCT") IS THE PROPERTY OF DBENTRANCE SOFTWARE ("DBENTRANCE"). THE PRODUCT IS MADE AVAILABLE TO YOU, THE ORIGINAL PURCHASER, SUBJECT TO THE FOLLOWING LICENSE AGREEMENT ("LICENSE"). PLEASE READ THIS LICENSE CAREFULLY BEFORE INSTALLING OR USING THE PRODUCT. A COPY OF THIS LICENSE IS AVAILABLE FOR YOUR FUTURE REFERENCE IN THE FILE "IDE_LICENSE.TXT" FILE PROVIDED WITH THE PRODUCT. dbEntrance is only willing to grant you this License if you obtained the Product from dbEntrance. If you obtained the Product from any other source you may not install or use the Product. 1. OWNERSHIP. The Product is proprietary to dbEntrance. The Product is licensed, not sold, to you notwithstanding any reference herein to "purchases." You acknowledge and agree that: (a) the Product is protected under U.S. copyright and other laws; (b) dbEntrance and its licensors retain all copyrights and other intellectual property rights in the Product; (c) there are no implied licenses under this License, and any rights not expressly granted to you hereunder are reserved by dbEntrance; (d) you acquire no ownership or other interest (other than your license rights) in or to the Product; and (e) dbEntrance owns all copies of the Product, however made. You agree that you will not, at any time, contest anywhere in the world dbEntrance's ownership of the Product, nor will you challenge the validity of dbEntrance's rights in the Product. You have no rights hereunder to use any trademark or service mark belonging to dbEntrance. 2. GRANT OF LICENSE AND SCOPE OF USE. 2.1 Grant of License. Subject to the terms and conditions of this License, dbEntrance grants to you, if you are an individual, or, if you are an entity, one (1) designated person in your organization ("Named User") a personal, nonexclusive, nontransferable and limited license to use the Product for database analysis. You may install the Product on a reasonable number of machines provided that the Named User is the only individual permitted to use the Product. You may make a reasonable number of copies of the Product to backup devices such as hard disks, optical media, or tape and one (1) physical CD media backup copy of the Product solely to replace the original copy provided to you if the original copy is damaged or destroyed. All rights not specifically granted to you herein are retained by dbEntrance. 2.2 Multiple Licensed Copies. You may purchase from dbEntrance reseller additional licenses to permit multiple Named Users to use the Product (each, a "Named User License"). Such rights will be effective only when granted in writing by dbEntrance or its authorized reseller and are conditioned upon your payment of the applicable fees. If you purchase additional Named User Licenses for the Product then you are granted for each additional Named User License the personal, nonexclusive, nontransferable and limited license to designate one individual in your organization as the Named User and permit such Named User to install and use the Product solely as permitted under Section 2.1. The Product may be used exclusively by the specifically designated Named Users, subject to all the terms and conditions of this License. You agree that you will not designate more Named Users than the number of Named User Licenses that dbEntrance or its authorized reseller has expressly granted to you and you will not allow the Product to be used by any individuals other than the Named Users designated by you from time to time. You agree to maintain accurate records of the Named User designated by you to use the Product under each Named User License you hold. 3. ADDITIONAL LICENSE TERMS 3.1 ADDITIONAL LICENSE TEREMS APPLICABLE TO EVALUATION SOFTWARE Subject to the terms and conditions of this License, you may exercise your rights under this license to use the Product and to create Works for the sole purpose of evaluating or demonstrating the Product. You may not use the Product for any commercial, business, governmental or institutional purpose of any kind. At the end of the Evaluation Period, further use of the Product by you is prohibited without the purchase of a commercial license. If you do not purchase a license for the Product at the end of the Evaluation Period, you hereby agree to permanently remove or delete the Product from all computer systems on which it was installed and destroy any software and documentation received, and not to reinstall a new copy of the Product. If you desire to continue to use the Product following the Evaluation Period, you should contact dbEntrance or a dbEntrance authorized reseller to order commercial licenses to use the Product. THE PRODUCT MAY CONTAIN A TIME-OUT FEATURE THAT DISABLES ITS OPERATION AFTER THE EXPIRATION OF THE EVALUATION PERIOD. WORKS THAT YOU CREATE DURING THE EVALUATION PERIOD MAY REQUIRE THE PRODUCT IN ORDER TO RUN. UPON EXPIRATION OF THE EVALUATION PERIOD, THOSE WORKS MAY NO LONGER RUN. YOU SHOULD THEREFORE TAKE PRECAUTIONS TO AVOID ANY LOSS OF DATA THAT MIGHT RESULT. 3.2 ADDITIONAL LICENSE TERMS APPLICABLE TO THIRD PARTY SOFTWARE Certain components of the Product use or incorporate third-party software programs and/or libraries ("Third-Party Software") which are loaded (in both object and source code form) on the Product media. You agree that dbEntrance's third-party licensors and suppliers are intended third party beneficiaries of all terms and conditions of this License intended to protect intellectual property rights in the Product (including the Third-Party Software) and limit certain uses thereof. 4. LIMITATIONS. You may not: (a) modify, adapt, alter, translate, or create derivative works of the Product or merge the Product with other software other than as approved of in writing by dbEntrance; (b) lease, rent or loan the Product to any third party; (c) sublicense, distribute or otherwise transfer the Product or any component thereof to any third party except as expressly authorized in this Agreement; (d) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Product; (e) remove, alter, or obscure any confidentiality or proprietary notices (including copyright and trademark notices) of dbEntrance or its licensors or suppliers on the Product; (f) allow third parties to access or use the Product including but not limited to in a time- sharing arrangement or operating the Product as part of a service bureau; (g) reproduce or use the Product except as expressly authorized under Sections 2 or 3. The rights granted under this License apply only to this Product. You must procure a separate license to use other dbEntrance software. 5. LIMITED WARRANTY AND DISCLAIMER. dbEntrance warrants to you, the original purchaser and to no other party, that any physical media included with the Product, as and when provided to you, will be free of physical defects in materials and workmanship for a period of ninety (90) days after the date that you initially acquire the Product. Your exclusive remedy and dbEntrance's sole liability for breach of this warranty is that dbEntrance will replace any defective media returned to dbEntrance within the ninety (90) day warranty period. This warranty does not apply to damages resulting from misuse, abuse or neglect. Any replacement media will be warranted as above for the remainder of the original warranty period or twenty (20) days from the date we deliver it to you, whichever is longer. EXCEPT FOR THIS EXPRESS LIMITED WARRANTY, THE PRODUCT IS PROVIDED "AS IS" AND WITHOUT WARRANTY OF ANY KIND. DBENTRANCE HEREBY EXCLUDES AND DISCLAIMS ALL IMPLIED OR STATUTORY WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, NON-INFRINGEMENT, TITLE, RESULTS, EFFORTS OR QUIET ENJOYMENT. THERE IS NO WARRANTY THAT THE PRODUCT WILL BE ERROR-FREE OR WILL FUNCTION WITHOUT INTERRUPTION. YOU ASSUME THE ENTIRE RISK FOR THE RESULTS OBTAINED USING THE PRODUCT. TO THE EXTENT THAT DBENTRANCE MAY NOT DISCLAIM ANY WARRANTY AS A MATTER OF APPLICABLE LAW, THE SCOPE AND DURATION OF SUCH WARRANTY WILL BE THE MINIMUM PERMITTED UNDER SUCH LAW. SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. THIS LIMITED WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER LEGAL RIGHTS, WHICH VARY FROM STATE TO STATE. 6. SERVICES; UPDATES; PRODUCT CHANGES. dbEntrance is not required under this License to provide any installation, training or other services to you. Such services, if available, must be purchased separately. If, pursuant to a separate support agreement or otherwise, dbEntrance provides you with a new release, error correction, update, upgrade or other modification to the Product, such modification will be deemed part of the Product, and subject to the terms of this License, unless the modification is expressly provided subject to a separate license agreement. dbEntrance reserves the right at any time not to release or to discontinue release of any Product and to alter prices, features, specifications, capabilities, functions, licensing terms, release dates, general availability or other characteristics of any future releases of the Product. 7. LIMITATION OF LIABILITY. IN NO EVENT WILL DBENTRANCE BE LIABLE TO ANY PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES, INCLUDING ANY LOSS OF PROFIT, REVENUE, BUSINESS OPPORTUNITY OR DATA, ARISING FROM OR RELATING TO THIS LICENSE OR THE PRODUCT, WHETHER IN CONTRACT, IN TORT, NEGLIGENCE OR OTHERWISE, EVEN IF DBENTRANCE KNEW, SHOULD HAVE KNOWN OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. DBENTRANCE'S TOTAL CUMULATIVE LIABILITY ARISING FROM OR RELATED TO THIS LICENSE OR THE PRODUCT, WHETHER IN CONTRACT, IN TORT OR OTHERWISE, WILL NOT EXCEED THE FEES ACTUALLY PAID BY YOU UNDER THIS LICENSE. THIS SECTION 7 WILL APPLY EVEN IF AN EXCLUSIVE REMEDY HEREUNDER HAS FAILED OF ITS ESSENTIAL PURPOSE. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. 8. TERM AND TERMINATION. 8.1 Term. The term of this License will begin as of the date that you receive the Product and will remain in effect unless terminated under this Section 8. 8.2 Termination for Convenience. You may terminate this License for any reason, or for no reason, by giving dbEntrance five (5) days' written notice. 8.3 Termination for Cause. dbEntrance may terminate this License if you breach your obligations hereunder. dbEntrance will effect such termination by giving you notice of termination, specifying therein the alleged breach. If your breach is curable, you will have a grace period of thirty (30) days after such notice is served to cure the breach described therein. If the breach is cured within the thirty (30) day grace period, then this License will remain in effect; otherwise, this License will automatically terminate upon the conclusion of the thirty (30) day grace period. 8.4 Effect of Termination. Upon the termination of this License for any reason the following terms shall apply: (a) all rights granted under this License will immediately terminate and you must stop all use of the Product; (b) you must return to dbEntrance or destroy all copies of the Product provided to or made by you, and will, within ten (10) days after the effective date of termination, provide dbEntrance with written certification that all such copies have been returned or destroyed;; and (c) all provisions of this License with the exception of the licenses granted in Sections 2, 3 and 4, will survive termination of this License for any reason. 9. GENERAL PROVISIONS. 9.1 Canadian Transactions. If you are subject to Canadian law, you agree to the following: The parties hereto have expressly required that the present License and its Exhibits be drawn up in the English language. / Les parties aux présentes, ont expressément exigé que la présente Convention et ses Annexes soient rédigées en langue anglaise. 9.2 Hazardous Uses. The Product is not intended for use in connection with any application requiring fail-safe performance such as the operation of nuclear power facilities, air traffic control or navigation systems, weapons control systems, life support systems, or any other system whose failure could lead to injury, death, environmental damage or mass destruction. You agree that dbEntrance will have no liability of any nature, and you are solely responsible, for any expense, loss, injury or damage incurred as a result of such use of the Product. 9.3 Governing Law. This License will be governed by and construed in accordance with the laws of the United States and the State of California, without giving effect to any conflicts or choice of laws principles that would require the application of the laws of a different jurisdiction. The parties expressly exclude the application of the 1980 United Nations Convention on the International Sale of Goods (if applicable). 9.4 Entire License; Severability. This License constitutes the entire, final and exclusive agreement between you and dbEntrance regarding the specific license transaction described herein. If any provision of this License is held to be illegal, invalid or unenforceable for any reason, then such provision will be enforced to the maximum extent permissible and the remainder of the provisions of this License will remain in full force and effect. 9.5 Assignment. You may not transfer the Software media, assign this License or assign any of your rights or delegate any of your obligations under this License, by operation of law or otherwise (including by merger, sale of assets or consolidation), without dbEntrance's prior written consent. Any attempted assignment in violation of this Section 13.5 will be void. 9.6 Export Control. You may not directly or indirectly transfer the Product, including its documentation, to any country if such transfer would be prohibited by applicable law, including the U.S. Export Administration Act and the regulations issued thereunder. You agree to the foregoing and you are representing and warranting that you are not located in, under the control of, or a national or resident of any such country. You will be solely responsible for identifying and complying with all laws of any jurisdiction outside of the United States regarding the import, export or use of Products and technical data supplied by dbEntrance. You will obtain at your own expense all licenses, permits or approvals required by any government to use the Product. 9.7 U.S. Government Rights. The Product is a "commercial item" 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. Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4, all U.S. Government end users acquire the Product with only those rights set forth in this License. 9.8 Waiver and Modifications. All waivers must be in writing. Any waiver or failure to enforce a provision of this License on one occasion shall not be deemed a waiver of any other provision or such provision on any other occasion. This License may only be amended by a written document signed by both parties. If you have any questions about this License, please contact dbEntrance. If you agree to the terms and conditions of this License Agreement, you may download and use the Product. Downloading and using the Product will be the legal equivalent of your signature on a written contract and the terms of this license shall be a legally binding agreement between you and dbEntrance. You must agree to these terms and conditions in order to install and use the Product. If you do not agree with these terms and conditions, you should not use the product, as dbEntrance is unwilling to license the Product to you in such case. You may request a refund of any payment you made for the Product, for any reason, within 30 days making the payment, provided that you stop using it and remove any copies of it from any systems where you have installed or copied it. dbEntrance Software PO Box 2383 Boulder Creek CA 95006