End User License Agreement for API PRO and Progress Software Products

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API PRO EULA: 3rd REVISION MARCH 2014
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CAUTION: PLEASE CAREFULLY READ THESE TERMS AND CONDITIONS BEFORE ACCEPTING TO DOWNLOAD AND INSTALL THE SOFTWARE. OPENING OR INSTALLING THE DOWNLOADED SOFTWARE INDICATES YOUR UNDERSTANDING AND ACCEPTANCE OF THE FOLLOWING TERMS AND CONDITIONS. IF YOU DO NOT AGREE WITH THEM, PROMPTLY DELETE ANY DOWNLOADED SOFTWARE AND CONTACT API MAINTENANCE SYSTEMS.

1 Scope of License
1.1 Subject to the following terms and conditions, API Maintenance Systems (“API”) grants to you (“User”) a non-exclusive license to use the enclosed software (“Product(s)”) and related manuals (“Documentation”).

1.2 This License allows User to install and use the Product(s) solely on the specified database instance for which the license was granted, as set forth on the applicable license addendum, purchase order or other documentation. If such documentation specifies a maximum number of simultaneous users, User agrees to limit usage in accordance with this restriction.

1.3 The Product(s) may not be transferred, sold, assigned, or otherwise conveyed by use to another party, i.e. another site and/or legal company, without API’ prior written consent. Transfer of the Product(s) to another computer, network, plant or site may only be made following payment of the then current Product transfer fees as specified in the applicable API pricelist.

1.4 User may not grant sublicenses, leases, or other rights in the Product(s) to others.

1.5 User may obtain rights to acquire Product Updates and other technical services under API’ current fees and terms.

1.6 If the enclosed Product is an evaluation license the Product shall only be used for evaluation purposes for a maximum of three (3) months or in accordance with the current Progress software evaluation policy set forth in the Progress Application Partner Agreement which can be obtained on request.

2 API Rights
2.1 The Product and Documentation are proprietary products of API or its licensor(s), and are protected by copyright law. By virtue of this Agreement User acquires only the non-exclusive right to use the Product and does not acquire any rights of ownership in the Product or the media upon which it is embodied. API or its licensor(s) shall at all time retain all rights, title, and interest in the Product and the media.

3 Non-Disclosure; Copies; Alterations
3.1 User shall limit use and disclosure of the Product(s) to its employees and its consultants who agree to be bound by the terms of this agreement. User shall not provide or disclose any of the Product(s) to another party. User shall take all reasonable precautions to maintain the confidentiality of the Product(s).

3.2 User agrees not to cause or permit reverse engineering, disassembly, copying, or decompilation of the Product(s), except to reproduce machine-readable object code portions for backup purposes, under penalty of license termination but not exclusive of any other remedies. User may copy the Product(s) for installation and/or backup purposes. User may not copy nor allow others to copy the Product(s) or Product Update(s) for any other purposes.

3.3 User agrees not to remove any product identification, copyright notices, or other notices or proprietary restrictions from the Product(s). User may copy any part of the manual and other printed material provided with the Product(s) or Product Update(s) for internal purposes only.

4 Limited Warranty
4.1 API warrants that it has the right to license the Product(s). API shall not be liable to User for any claim arising from or based upon the alteration or modification of any of the Product(s). The Product has been tested and the Documentation has been reviewed. API does not warrant that there are no discrepancies between the Product and the Documentation, nor that errors cannot arise during the use of the Product and the Documentation. No API employee, supplier, or agent is authorized to make any modifications or additions to this warranty.

5 Limitation of Liability
5.1 To the maximum extent permitted by applicable law, the liability of API, if any, for damages relating to any API product shall be limited to the actual amounts paid by User for such API product. API shall not be liable for any indirect, economic or consequential loss, damage, cost or expense of any kind, whether arising from tort (including negligence), breach of contract of howsoever.

6 Progress License
6.1 The Progress license embedded with the Product(s) will terminate when this agreement is terminated, whether by breach of contract, natural contract discharge or howsoever.

6.2 If the User has an existing Progress license in respect of non-API Product(s), the User must nevertheless obtain an additional Progress license for the use of the API Product(s) calculated at the applicable rate as set forth in the Progress Application Partner Agreement.

6.3 If the User requires additional API Product applications, modules or components, the User must (on each occasion of deployment) obtain an additional Progress license for the use of that application, module or component calculated at the applicable rate as set forth in the Progress Application Partner Agreement.

7 Support and Maintenance
7.1 A Support and Maintenance Agreement must be signed by User in order to make use of the Product, receive support and to be eligible for Product Upgrades in accordance with API’s current and applicable service policies.

8 Termination
8.1 API may terminate this agreement by written notice at any time if User defaults in the performance of any provision of this agreement and fails to cure such default to the satisfaction of API within thirty (30) days after such notice. This remedy shall not be exclusive and shall be in addition to any other remedies which API may have under this agreement or otherwise.

8.2 This agreement automatically terminates if User transfers possession of any copy of the Product or Product Update to another party as set forth in clause 1.3. Unless permitted in writing by API any transfer will be considered a material breach of contract.

8.3 Any purported transfer or assignment of this agreement granted hereunder as a result of User’s bankruptcy, insolvency, or liquidation or as a result of an assignment of User’s assets for the benefit of creditors shall be void and will result in termination of this agreement and the licenses granted hereunder, without further notice or action by API.

8.4 Upon expiration or termination of this agreement User agrees to cease usage of the Product(s) and return promptly all copies of the Product(s) (including backups) and related Documentation to API or, if requested by API, destroy such Product(s) or Product Update(s) and Documentation. User must to API certify in writing of such return or destruction.

9 General Provisions
9.1 This agreement shall continue in effect as long as the Product(s) is installed and/or used by User.

9.2 This agreement shall be construed in accordance with and governed by Danish law and each party hereby submits itself to the exclusive jurisdiction and venue of the courts of Denmark.

9.3 The illegality or invalidity of any term or provision of this agreement shall not affect the remainder of this agreement.

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PROGRESS EULA
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End User Product License Agreement (“Agreement”)

CAUTION: YOU SHOULD CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS BEFORE INSTALLING OR USING THIS COMPUTER PROGRAM(S) AND DOCUMENTATION. BY CLICKING ON THE “ACCEPT” BUTTON OR HAVING ANOTHER PARTY DO SO ON YOUR BEHALF, YOU ARE CONSENTING TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT AND ACKNOWLEDGING YOUR AUTHORITY TO DO SO ON BEHALF OF YOUR COMPANY (IF APPLICABLE). IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, CLICK “DECLINE” AND PROMPTLY RETURN THE SOFTWARE, DOCUMENTATION AND ALL COPIES THEREOF TO PROGRESS SOFTWARE CORPORATION OR THE SUPPLIER FROM WHICH THEY WERE ACQUIRED FOR A FULL REFUND OF THE LICENSE FEES, IF ANY, PAID FOR THE SOFTWARE.

1. Scope of License
1.1 Subject to the terms and conditions contained herein, Progress Software Corporation (“PSC”) grants to you (“Licensee”) a perpetual (unless otherwise terminated as provided herein) non-exclusive, non-transferable, limited license to use the software product(s) for which valid control codes have been issued by PSC or identified on the license addendum (individually referred to herein as “Product” or collectively as “Products”). Licensee’s use of the Products shall be limited to internal use within Licensee’s organization and all such use shall be in accordance with the provisions and limitations set forth in Exhibit A and the license addendum accompanying the Products. If Licensee receives a Product in conjunction with a software application provided by a third party, the Product may only be used with or as part of such software application.

1.2 Notwithstanding anything to the contrary in this Agreement, if Licensee is a student of a university participating in PSC’s university program and Licensee has received the Product from such university, Licensee shall only have a non-exclusive, non-transferable, limited license to use the Product solely for purposes directly related to teaching, training, degree-granting programs, and research and development that is part of the instructional function performed by the university. Licensee may not use the Products for: (i) research and development purposes if the results thereof are primarily intended to benefit a third party; (ii) any commercial purpose, such as developing software for sale or license; and (iii) administrative uses, including but not limited to the development of software for recording of student records, accounting purposes and the like. Licensee’s use of the Products shall be for a period of one (1) year from the date Licensee has received a copy of such Product or is first granted access to the Product through authorized download, unless earlier terminated as provided in this Agreement. Licensee shall not receive updates or upgrades to the Products.

1.3 This Agreement is personal to Licensee and Licensee may not transfer, assign or otherwise convey, novate or encumber this Agreement or the Products, in whole or in part, by operation of law, merger or otherwise, to any other party, including any parent, subsidiary or affiliated entity. A change of control shall constitute an assignment. A change of control shall include, but not be limited to, any merger, consolidation, reorganization or sale, transfer or exchange of the capital stock or equity interests of Licensee in a transaction or series of transactions which results in the holders of Licensee’s capital stock or equity interests holding less than 50% of the outstanding capital stock or equity interests following the transaction(s). Licensee may not sell, rent, license, outsource or grant sublicenses, leases or other rights in the Products to others or otherwise allow the Products to be accessed, used or possessed by another party, including any parent, subsidiary or affiliated entity. Licensee shall have no right to use the Products to provide time sharing or facility management services or to act as or operate a service bureau or provide information, data processing, subscription or hosting services for others. Any purported transfer, assignment or other action in contravention of this Section 1.3 or as a result of bankruptcy, insolvency, liquidation or an assignment for the benefit of creditors shall be void and this Agreement and the licenses granted hereunder shall thereupon automatically terminate without further notice or action by PSC.

1.4 For purposes of this Agreement a “Product Update” shall mean any update, service packs patch and/or new release that PSC furnishes generally to its technical support customers in accordance with PSC’s then-current maintenance and support policies and fee requirements. A Product Update replaces part or all of a Product or Product Update previously licensed to Licensee and shall terminate such previously licensed Product or Product Update to the extent replaced by the Product Update. Product Updates shall be subject to the terms and conditions of the license agreement accompanying the Product Update or, if not available, the current version of this Agreement in which event the foregoing definition of “Product Update” shall be deemed to be included within the definition of “Products”, above.

1.5 For Products that contain Java™ technology, the following provisions apply:

Java Platform Interface
Licensee may not modify the Java™ Platform Interface (“JPI”, identified as classes contained within the “java” package or any subpackages of the “java” package), by creating additional classes within the JPI or otherwise causing the addition to or modification of the classes in the JPI. In the event that Licensee creates any Javarelated API and distributes such API to others for applet or application development, Licensee must promptly publish an accurate specification for such API for free use by all developers of Java-based software. In the event that Licensee creates an additional class and associated API(s) which (i) extends the functionality of the Java Platform, and (ii) is exposed to third party software developers for the purpose of developing additional software which invokes such additional API, Licensee must promptly publish broadly an accurate specification for such API for free use by all developers. Licensee may not create, or authorize Licensee’s licensees to create, additional classes, interfaces, or subpackages that are in any way identified as “java”, “javax”, “sun” or similar convention as specified by Sun in any naming convention designation.
Java software technology is not designed or intended for use in on- line control of aircraft, air traffic, aircraft navigation or aircraft communications; or in the design, construction, operation or maintenance of any nuclear facility. Licensee will not use or, if applicable, redistribute the Java software technology for such purposes. PSC AND ITS LICENSORS EXPRESSLY DISCLAIM ANY LIABILITIES, REPRESENTATIONS OR WARRANTIES (EITHER EXPRESS OR IMPLIED) FOR SUCH USE.

1.6 For Products that contain technology of RSA Security, Inc., the following provisions apply:
Licensee agrees not to remove, alter or destroy any proprietary, trademark or copyright notices placed upon or contained within the RSA software, user manuals or any related materials or documentation. Licensee acquires no rights of any kind in or to any RSA trademark, trade name, logo or product designation under which the RSA software was or is marketed and shall not make any use of the same for any reason.

1.7 For Products that contain technology of Hewlett Packard, the following provisions apply:
The Hewlett Packard software (“Software”) made available for downloading is the property of HP (or its suppliers). The Software and all accompanying documentation are copyrighted. Licensee shall not modify, decompile, disassemble, extract, or otherwise reverse engineer any Software. Licensee shall not make any copy of the Software or its accompanying documentation, except for copying incident to the ordinary and intended use of the Software and except for the making of a single archival copy. The Software made available here constitutes the proprietary information of HP (or its suppliers). Licensee agrees to take reasonable steps to prevent disclosure, unauthorized use or unauthorized distribution of the Software. THE SOFTWARE IS PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND. ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS AND WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE, OR NON-INFRINGEMENT, ARE HEREBY EXCLUDED TO THE EXTENT PERMITTED BY APPLICABLE LAW. IN NO EVENT WILL HP BE LIABLE FOR ANY LOST REVENUE OR PROFIT, OR FOR SPECIAL INDIRECT, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY, WITH RESPECT TO ANY SOFTWARE MADE AVAILABLE HERE OR TO THE USE OF SUCH SOFTWARE. HP MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, THAT THE CODE AND DOCUMENTATION OR ANY INFORMATION RELATING THERETO OR CONTAINED THEREIN WILL NOT INFRINGE ANY PATENT, COPYRIGHT, TRADE SECRETS OR TRADEMARK OF ANY THIRD PERSON OR PARTY.

1.8 For Products that contain technology of Sonic Software Corporation, the following provision applies:
The Product contains the SonicMQ Client and Sonic ESB Containers from Sonic Software Corporation. The SonicM Client and Sonic ESB Containers may only be used in conjunction with the Product.

1.9 For Products that contain technology of DataDirect, the following provisions apply:
DataDirect has licensed, and has rights to sub-license certain third party software that is part of the ODBC SDK components and which is usable for certain non-Windows platforms – Mac OS, OS/2, HP-UX, AIX, Linux, Solaris, and other non-Windows operating systems. This section sets forth the conditions that govern Licensee’s permitted use of the various non-windows SDK components: Licensee is not licensed to use the ODBC Core Components (hereinafter defined) other than with DataDirect Connect for ODBC drivers and DataDirect SequeLink for ODBC drivers. Use of the ODBC Core Components with any ODBC drivers other than those licensed from DataDirect is expressly prohibited. User may not embed in any products, or otherwise sub-license the ODBC Core Components, without a separate license agreement. For the purposes hereof, the term “ODBC Core Components” shall mean the ODBC Driver Manager and support files for non-Windows operating systems. A separate license must be obtained from DataDirect if Licensee wants to embed and sub-license the ODBC Header Files (hereinafter defined) with any software product. For the purposes hereof, the term “ODBC Header Files” shall mean the text files for compilation and development of software.

1.10 The Products, including any files therein, are subject to the terms and conditions of this Agreement. Where those files contain a reference to the POSSENET Public License, then the same shall be disregarded and this Agreement shall apply in relation thereto.

1.11 If the Product you license contains the OpenEdge Architect integrated development environment, be advised that select portions of the OpenEdge Architect are distributed with certain third party independent code that is licensed from the Eclipse Foundation under the terms of the Eclipse Public License Agreement (the “EPL”), which may be found at eclipse.org/org/documents/epl-v10.html (for v.1.0) or eclipse.org/legal/epl-v10.html (for v.1.0 for JET) Source code for the Eclipse software, including modifications made by PSC, if any, can be obtained, upon written request, through psdn.com and following the instructions set forth therein. PSC may charge reasonable shipping and handling charges for such distribution. Notwithstanding anything to the contrary, to the extent that any of the terms and conditions of this Agreement are in addition to or conflict with the EPL, such terms and conditions are offered by PSC alone and not by any other party and shall not apply to the corresponding Eclipse software.

1.12 If the Product you license contains DB Navigator, be advised that select portions of DB Navigator are distributed with certain third party independent code (SQLExplorer) that is licensed under the GNU Library General Public License (“LGPL”). You may obtain a copy of the LGPL along with this library containing the code or, if not, write to the Free Software Foundation, Inc., 59 Temple Place, Suite 330, Boston, MA 02111-1307 USA. PSC will, at your written request, provide to you a copy of the source code for the specific code licensed under the LGPL, including modifications, if any, made by PSC. PSC may charge reasonable shipping and handling charges for such distribution. Please direct requests through psdn.com and follow the instructions set forth therein. Notwithstanding anything to the contrary, to the extent that any of the terms and conditions of this Agreement conflict with the LGPL, the conflicting terms and conditions shall not apply to the corresponding open source code.

1.13 Upon expiration or termination of this license, Licensee agrees promptly to return the Products to PSC or destroy the Products and certify in writing to such return or destruction of all copies of the Products.

2. PSC’s Rights
2.1 The Products and any documentation provided therewith are proprietary products of PSC or its licensors and are protected by copyright law. By virtue of this Agreement, Licensee acquires only the non–exclusive right to use the Products and does not acquire any rights of ownership in the Products, any documentation provided therewith or the media upon which they are embodied. PSC and/or its licensors shall at all times retain all right, title, and interest in the Products, any documentation provided therewith and the media.

2.2 PSC may terminate this Agreement by written notice at any time if Licensee defaults in the performance of any provision of this Agreement and fails to cure such default to the satisfaction of PSC within ten (10) days after such notice. This remedy shall not be exclusive and shall be in addition to any other remedies which PSC may have under this Agreement or otherwise.

3. Non–Disclosure; Copies; Alterations
Licensee acknowledges that the Products are the valuable proprietary and trade secret information of PSC and/or its licensors. Licensee shall (i) limit use and disclosure of the Products to its employees and its consultants who agree to be bound by the terms of this Agreement; (ii) not provide or disclose any of the Products to another party; and (iii) take all reasonable precautions to maintain the confidentiality of the Products. Licensee agrees not to cause or permit the reverse engineering, disassembly, copying or decompilation of the Products, except to reproduce machine readable object code portions for installation and backup purposes which do not require a disaster recovery license as set forth in Exhibit A. If the Products are licensed to Licensee for use in a country which is a member of the European Community, Licensee may reverse engineer and/or decompile the Products to the extent that sufficient information is not available for the purpose of creating an interoperable software program (but only for such purposes and to the extent that sufficient information is not provided by PSC upon written request). Furthermore, Licensee is not restricted in a country which is a member of the European Community from observing, studying or testing the functioning of the Products solely in order to understand the ideas and principles which underlie any element of the Products. Licensee may copy the Products only for installation and archival purposes which do not require a disaster recovery license as set forth in Exhibit A. Licensee is permitted to make one archival copy to be used only in the event that the original media is damaged beyond use. All copies of the Products shall bear the original and unmodified intellectual property rights markings that appear on or in the Products. Licensee may not copy nor allow others to copy the Products for any other purpose. Licensee agrees not to remove any product identification, copyright notices or other notices or proprietary restrictions from the Products.

4. Limited Warranty
PSC warrants that the materials of the Product media are not defective and that the software is properly recorded on the media. If the media (such as the diskettes, cartridges, CD-ROMs, DVDs or magnetic tapes) is physically defective, PSC will replace it free of charge if claimed within ninety (90) days from the date of initial shipment or download, if applicable, of the Product from PSC’s site. Licensee’s sole remedy shall be return of the media to the supplier or to PSC for replacement. PSC warrants that it has the right to license the Products. PSC will defend Licensee against any claim based on an allegation that a Product infringes a U.S. patent or copyright, but only if PSC is notified promptly in writing of such claim and is given sole control of the defense thereof and all related settlement negotiations relating thereto. Notwithstanding the foregoing, PSC shall not be liable to Licensee for any claim arising from or based upon the alteration or modification of any of the Products. THE LIMITED WARRANTY SPECIFIED IN THIS SECTION 4 SETS FORTH ALL WARRANTIES AND REPRESENTATIONS PROVIDED BY PSC TO LICENSEE WITH RESPECT TO THE PRODUCTS. SUCH LIMITED WARRANTY IS PROVIDED SOLELY BY PSC AND NOT PSC’S LICENSORS. EXCEPT FOR THE LIMITED WARRANTY PROVIDED BY PSC TO LICENSEE PURSUANT TO THIS SECTION 4, NEITHER PSC NOR ITS LICENSORS, NOR ANY OF THEIR RESPECTIVE SUPPLIERS, MAKE ANY EXPRESS WARRANTIES OR REPRESENTATIONS RELATING TO THE PRODUCTS, ANY DOCUMENTATION PROVIDED THEREWITH OR ANY SERVICES RELATED THERETO, AND FURTHER, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, DISCLAIM ALL IMPLIED WARRANTIES AND REPRESENTATIONS INCLUDING BUT NOT LIMITED TO ALL IMPLIED WARRANTIES AND REPRESENTATIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. For example, PSC does not warrant that there are no discrepancies between the Products and any documentation provided therewith, nor that errors cannot arise during the use of the Products. Without limiting the foregoing warranty disclaimers, Licensee acknowledges that if the Product or Products licensed to Licensee hereunder contain IBM’s XML Parser for C++, then such IBM technology is licensed to Licensee “AS IS” without warranty of any kind, whether express or implied. Neither PSC nor IBM assumes any liability for any claim that may arise regarding the use of such IBM technology. THE LIMITED WARRANTY SPECIFIED IN THIS SECTION 4 GIVES THE USER SPECIFIC LEGAL RIGHTS, AND MAY ALSO IMPLY OTHER RIGHTS WHICH VARY FROM STATE TO STATE. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES, AND DO NOT ALLOW A LIMITATION ON HOW LONG ANY IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY. No PSC employee, supplier, agent or any other third party is authorized to make any modification or addition to this warranty.

5. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE LIABILITY OF PSC, IF ANY, FOR DAMAGES RELATING TO ANY PRODUCT AND/OR SERVICE, SHALL BE LIMITED TO THE ACTUAL AMOUNTS PAID BY LICENSEE FOR SUCH PRODUCT AND/OR SERVICE. PSC’S LICENSORS AND THEIR SUPPLIERS SHALL HAVE NO LIABILITY TO LICENSEE FOR ANY DAMAGES SUFFERED BY USER OR ANY THIRD PARTY AS A RESULT OF USING THE PRODUCTS OR DISTRIBUTING ANY PORTION THEREOF, OR AS A RESULT OF ANY SERVICES RELATING THERETO. NOTWITHSTANDING THE FOREGOING, IN NO EVENT SHALL PSC, ITS LICENSORS OR ANY OF THEIR RESPECTIVE SUPPLIERS BE LIABLE FOR ANY LOST REVENUE, PROFIT OR DATA, OR FOR INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER, INCLUDING, WITHOUT LIMITATION, ANY COMMERCIAL DAMAGES OR LOSSES, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY, ARISING OUT OF THE USE OR INABILITY TO USE THE PRODUCTS, OR ANY PORTION THEREOF, OR ANY SERVICES, EVEN IF PSC, ITS LICENSORS AND/OR ANY OF THEIR RESPECTIVE SUPPLIERS HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW THE EXCLUSION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY. EACH EXCLUSION OF LIMITATION IS INTENDED TO BE SEPARATE AND THEREFORE SEVERABLE EXCLUSION.

6. Export Administration
6.1 Licensee agrees to comply fully with all relevant regulations of the United States Department of Commerce and with the United States Export Administration Act to assure that the Products and any documentation provided therewith are not exported or
re–exported in violation of United States law. Further, Licensee shall not directly or indirectly export or re–export any Products, any media on which they are embodied, any documentation provided therewith or the direct product thereof without first obtaining PSC’s written approval.

6.2 THE RSA SOFTWARE AND TECHNOLOGIES LICENSED UNDER THIS AGREEMENT ARE SUBJECT TO UNITED STATES EXPORT CONTROL LAWS AND REGULATIONS WHICH RESTRICT EXPORTS, REEXPORTS AND DISCLOSURES TO FOREIGN PERSONS OF CRYPTOGRAPHIC ITEMS AND ARE ALSO SUBJECT TO CERTAIN FOREIGN LAWS WHICH MAY RESTRICT THE EXPORT, REEXPORT, IMPORT AND/OR USE OF SUCH ITEMS. PERFORMANCE OF THIS AGREEMENT IS EXPRESSLY MADE SUBJECT TO ANY EXPORT LAWS, REGULATIONS, ORDERS OR OTHER RESTRICTIONS IMPOSED BY THE UNITED STATES OF AMERICA, OR BY ANY OTHER COUNTRY OR GOVERNMENTAL ENTITY ON THE RSA SOFTWARE, PRE-RELEASE SOFTWARE OR OF INFORMATION RELATING TO EITHER. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT TO THE CONTRARY, LICENSEE SHALL NOT IMPORT, EXPORT, OR REEXPORT, DIRECTLY OR INDIRECTLY, ANY RSA SOFTWARE OR PRE-RELEASE SOFTWARE OR INFORMATION PERTAINING THERETO TO ANY COUNTRY OR FOREIGN PERSON TO WHICH SUCH IMPORT, EXPORT, OR REEXPORT IS RESTRICTED OR PROHIBITED, OR AS TO WHICH SUCH COUNTRY, GOVERNMENT OR ANY AGENCY THEREOF REQUIRES AN EXPORT LICENSE OR OTHER GOVERNMENTAL APPROVAL AT THE TIME OF IMPORT, EXPORT, OR REEXPORT WITHOUT FIRST OBTAINING SUCH LICENSE OR APPROVAL. LICENSEE UNCONDITIONALLY ACCEPTS FULL RESPONSIBILITY FOR LICENSEE’S COMPLIANCE WITH THESE REQUIREMENTS.

7. U.S. Government Restricted Rights
Each Product is a “commercial component,” as this term is defined in 48 C.F.R. §2.101, consisting of “commercial computer software” and “computer software documentation,” as such terms are defined in 48 C.F.R. §252.227-7014(a)(1) and 48 C.F.R. §252.227-7014(a)(5), respectively, and used in 48 C.F.R. §12.212 and 48 C.F.R. §227.7202, as applicable, and all as amended from time to time. Consistent with 48 C.F.R. §12.212 and 48 C.F.R. §227.7202, and other relevant sections of the Code of Federal Regulations, as applicable, and all as amended from time to time, all U.S. Government entities acquire the Product only with those rights set forth in this license agreement accompanying the Product.

8. Records Inspection
Licensee shall maintain books and records in connection with Licensee’s actions under this Agreement. Such records shall include at a minimum the number of licenses purchased and being used by Licensee. PSC may, at its expense, audit the records and if necessary the systems on which the Products are installed of Licensee to ensure compliance with the terms of this Agreement, bundle, install, enable and utilize automated license tracking, management, and/or enforcement solutions with PSC Products, which Licensee may not disrupt nor alter and may also require Licensee to demonstrate the accuracy of those records. All audits shall be conducted during regular business hours at Licensee’s offices and shall not interfere unreasonably with Licensee’s activities. If any audit reveals that Licensee has underpaid license and/or maintenance fees to PSC, Licensee shall be invoiced for such underpaid fees based on PSC’s list price in effect at the time the audit is conducted. If the underpaid fees are in excess of five percent (5%) of the license fees paid by Licensee, then Licensee shall pay PSC’s reasonable costs of conducting the audit.

9. Miscellaneous
THIS AGREEMENT IS THE COMPLETE AGREEMENT BETWEEN THE PARTIES WITH RESPECT TO THE PRODUCTS AND SUPERCEDES ANY OTHER AGREEMENT, COMMUNICATION OR ADVERTISING ORAL OR WRITTEN, SIGNED OR UNSIGNED, WITH RESPECT TO THE PRODUCTS. To the extent there are any terms and conditions contained in Licensee’s purchase order or other documentation supplied by Licensee (“Licensee Documents”), the terms and conditions contained in the Licensee Documents shall be deemed to be stricken and the terms and conditions of this Agreement shall govern. This Agreement has been drawn up in English at the express wish of the parties. Le présent contrat a été rédigé en anglais à la demande expresse des parties. Except as otherwise expressly set forth herein, this Agreement is governed by the laws of the Commonwealth of Massachusetts, without regard to its choice of law principles, and without regard to the provisions of any state Uniform Computer Information Transactions Act or similar federal or state laws or regulations. The parties expressly disclaim the application of the United Nations Convention on Contracts for the International Sale of Goods. If this Product is acquired outside the United States local law may apply.

EXHIBIT A
Depending on each of the Products licensed, the license grant is subject to the following descriptions and use restrictions:

I. GENERAL DEFINITIONS:
Client Device – Client Devices include, but are not limited to, workstations, personal computers, PDA devices, cellular phones and laptops that are operated by a human.

Non-Human Operated Device – Non-Human Operated Devices include, but are not limited to, temperature devices, production line bar code scanners and tracking devices.

Server Process – A Server Process is any process that is not initiated by a Client Device or Non-Human Operated Device. Server Processes include, but are not limited to, automated controls, background jobs or automated processes.

II. USER TYPES:
Dedicated User – Dedicated Users are users that (1) can be identified and counted by the Licensee, (2) rely on the Product to fulfill their job responsibilities and (3) access the Product via a secure website or application with restricted access
Occasional User – Occasional Users are users that (1) can be identified and counted by the Licensee, (2) are logged on to a website or application that can access the Product for less than a total of 2 hours per week and (3) access the Product via a secure website or application with restricted access.

Unknown User – Unknown Users are users that (1) cannot be uniquely identified and counted by the Licensee and (2) access the Product via a public website or application with unrestricted access.

III. LICENSE MODELS

A. Concurrent User License Model
Overview: A Concurrent User license grants a single user the right to use a client Product or use an application that can access a server Product running on a single server. With the Concurrent User license model, a single license can be shared by multiple users as long as it is not used by multiple users simultaneously. It is important to note that a user does not have to be actively connected to the Product to be counted as a Concurrent User. If a User is logged-in to an application that can access a Product, the User is counted as a Concurrent User. The Concurrent User model is a single-server license model. As a result, if an application is designed to access a Product located on multiple servers, a user must be licensed to access each server. For example, if Licensee has 100 Concurrent Users and directs some requests that are initiated by the 100 Concurrent Users to an application server running on Server A and other requests to an application server running on Server B, Licensee will need to purchase two 100 Concurrent User licenses; one for Server A and one for Server B.
User Definition & Types: With the Concurrent User model, a user can be a Client Device, a Non-Human Operated Device or a Server Process.

The Concurrent User model can only be used to license Dedicated Users and Occasional Users. The Concurrent User model cannot be used to account for Unknown Users. Licensee is not permitted to estimate the Concurrent User license count based on the number of connections needed to serve Unknown Users. Licensees must be able to identify and count each user.
Counting Methodology: With the Concurrent User model, the Concurrent User count must be the greater of:
i.

The peak number of Client Devices and Non-Human Operated Devices that simultaneously use a PSC client product or simultaneously use an application that can access a PSC server product;
OR
ii.
The peak number of Server Processes that can simultaneously use the Product.

B. Registered Client License Model
Overview: A Registered Client license grants a single user the right to use a client Product or use an application that can access a server Product. With the Registered Client license model, a single license cannot be shared by multiple users even if the license is not used by multiple users simultaneously. It is important to note that a user does not have to be actively connected to a Product or logged-in to an application to be counted as a Registered Client. If a user has the ability to log-in to an application that can access a Product, the User is counted as a Registered Client. The Registered Client model is a multi-server license model. As a result, if an application is designed to access Products located on multiple servers, a user may access each server with a single Registered Client license. For example, if a licensee has 100 Registered Clients and directs requests that are initiated by the 100 Registered Clients to the application server running on either Server A or Server B, Licensee will need one 100 Registered Client license. Although Licensee may install a server Product licensed based on the Registered Client model on multiple servers, this multi-server right is limited to a single platform. Licensee may not install a single Registered Client license on multiple platforms.

User Definition & Types: With the Registered Client model, a user can be Client Device, a Non-Human Operated Device, or a Server Process.

The Registered Client model can only be used to license Dedicated Users and Occasional Users. The Registered Client model cannot be used to account for Unknown Users. Licensee is not permitted to estimate the Registered Client license count based on the number of connections needed to serve Unknown Users. Licensee must be able to identify and count each User.
Counting Methodology: With the Registered Client model, the Registered Client count must be equal to the total number of Client Devices, Non-Human Operated Devices and Server Processes that can use a Progress client product or use an application that can access a server Product.

C. Named User License Model
Overview: A Named User license grants a single user the right to use a client Product or use an application that can access a server Product. With the Named User license model, a single license cannot be shared by multiple users even if the license is not used by multiple users simultaneously. It is important to note that a user does not have to be actively connected to a Product to be counted as a Named User. If a user has the ability to log-in to an application that can access a Product, the user is counted as a Named User. The Named User model is a multi-server license model. As a result, if an application is designed to access Products located on multiple servers, a user may access each server with a single Named User license. For example, if Licensee has 100 Named Users and directs requests that are initiated by the 100 Named Users to the application server running on either Server A or Server B, Licensee will need one 100 Named User license. Although Licensee may install a server Product licensed based on the Named User model on multiple servers, this multi-server right is limited to a single platform. Licensee may not install a single Named User license on multiple platforms.

User Definition & Types: With the Named User model, a user can be a human, a Non-Human Operated Device, or a Server Process.
The Named User model can only be used to license Dedicated Users and Occasional Users. The Named User model cannot be used to account for Unknown Users. Licensees are not permitted to estimate the Named User license count based on the number of connections needed to serve Unknown Users. Licensee must be able to identify and count each User.
Counting Methodology: With the Named User model, the Named User count must be equal to the total number of humans, Non-Human Operated Devices and Server Processes that can use a client Product or use an application that can access a server Product.

D. Access Agent License Model
Overview: An Access Agent license grants Licensee the right to configure a single Access Agent to process requests initiated by users. An Access Agent is a process that handles requests in the context of an application environment. The Access Agent model is a single-server license model. As a result, if Licensee runs a Product on multiple servers, multiple Access Agent licenses are required. Licensee may not purchase a single Access Agent license and run a product on multiple servers.
User Definition & Types: With the Access Agent model, although the model is not based on users, counting and categorizing users is important to determine if Licensee is eligible to use the Access Agent model and to determine an appropriate Access Agent count. As with the user-based license models discussed above, a user can be a human, Client Device, a Non-Human Operated Device, or a Server Process.

The Access Agent model can only be used to account for Occasional Users and Unknown Users. The Access Agent model cannot be used to account for Dedicated Users. Unlike the user-based license models discussed above, Licensee is not required to identify and count each user when using the Access Agent model. Licensees are only required to purchase a sufficient number of Access Agents to support the Occasional Users and Unknown Users.

Counting Methodology: With the Access Agent model, the Access Agent count must be equal to the total number of Access Agents available to process requests that are initiated by Occasional and Unknown Users.

E. CPU License Model
Overview: A CPU license grants a licensee the right to run a Progress server product with a single CPU. The CPU model is a single-server license model. As a result, if a licensee runs a Progress server product on multiple servers, multiple CPU licenses are required. A licensee may not purchase a single CPU license and run a product on multiple servers. As a general rule, all CPUs that can run a server Product must be licensed. Licensee may not declare a CPU count that is less than the number of CPUs available within a single server.
Counting Methodology: With the CPU license model, the CPU count must be equal to the total number of CPUs that can run a server Product.

F. Machine License Model
Overview: A Machine license grants a licensee the right to run a Product on a single server. The Machine model is a single-server license model. As a result, if Licensee runs a Product on multiple servers, multiple Machine licenses are required. Licensee may not purchase a single Machine license and run a Product on multiple servers.
Counting Methodology: With the Machine License model, the Machine count must be equal to the total number of Machines that can run a Product.

IV. ADDITIONAL USE PARAMETERS

A. Disaster Recovery Licenses
Under the Concurrent User, CPU, and Machine based license models, a license is required for each server that runs the Product, including, without limitation, servers configured for disaster recovery, load balancing, clustering, development, testing and reporting. Disaster recovery licenses shall only be used for the sole purposes of application recovery in the event a system fails or crashes or the application or database files become corrupt.

B. Development Licenses
If a Product licensed to Licensee hereunder is a development product, then the following additional restrictions apply: (a) Licensee’s license to use the Product shall be limited to use for internal application development and support purposes only, and (b) if the Product includes database or server components, such components are limited to use by Licensee for development and support purposes only.