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Evaluation Agreement

Software License For SQL Integrator Version 3.1, SQL Manager Version 1.0 and ISQL Version 8.0. The B2Systems' SQL Integrator software and accompanying documentation ("Software") are protected by the copyright laws and treaties of the United States ("U.S.") and other countries. In addition, possession and use of the Software are subject to the terms of this License. The purpose of this License is to define Your rights to use the Software and the Rights You acquire by purchasing additional Software licenses. The Software contains various software programs with different license rights. These software programs run in a multiple tiered computer network. Client System (first tier) means a networked desktop computer system that executes programs that use data located within the network. Broker System (second tier) means a networked computer system that is used to collect the data from data sources and return the data to the Client System. Data Server (third tier) means a networked computer system that manages data sources and supplies the data to the Broker System. The Client System, Broker System and Data Server may be the same, overlapping or different physical computer systems. Some of the programs are licensed for use on a single computer central processing unit (CPU) (a Broker System) whereas some are licensed for use on several computers (Client Systems or Data Servers). The type of license that applies depends on the following definitions and the permitted uses specified in the documentation accompanying the Software. Client Software means the software programs that access the Data Broker Software from a Client System running an ODBC application, a JDBC application or SQL Integrator Manager (a standalone JDBC application). Data Broker Software means the software programs that run on a Broker System and that pass data requests and data between the Client Systems and Data Servers. The Data Broker Software is licensed per CPU and computer systems with multiple CPUs requires an equal number of Data Broker Software licenses as CPUs. Data Driver Software means the software programs that run on the Data Servers and support connectivity between the Data Broker Software and a data source managed by the Data Server. Original Product means B2Systems' SQL Integrator software previously and rightfully acquired by You. License. Subject to the terms and conditions of this License, B2Systems' grants to You a non-exclusive, non-transferable right: (a) to use the Data Broker Software to support the Client Software and Data Driver Software; and, (b) to use permitted copies of the Data Broker Software. Evaluation License. This section applies to You if the Software is licensed to You for evaluation or demonstration purposes. You are permitted to use the Software for evaluation or demonstration purposes only. The Software may contain an automatic disabling mechanism. Your right to use the Software is limited in accordance with the terms of the evaluation offering under which You received the Software. If no period of use is specified, then Your right to use the Software shall terminate 60 days from receipt of the Software, at which time You must return or destroy the Software. Validity of Upgrade. This section applies to You if the Software is a user count or database count upgrade, referred to below as the "Upgrade Product." Your use of the Software is subject to the following conditions: 1) You have acquired the right to use the Upgrade Product only if the Original Product qualifies to be upgraded with the Upgrade Product under the B2Systems' policies existing at the time you acquired the Upgrade Product. 2) You are the original licensee of the Original Product. 3) You installed and used the Original Product in accordance with the terms and conditions of the applicable license agreement. 4) At the time You acquired the Original Product, You acquired a complete copy of the Original Product, including all disks and manuals, and not simply a serialized master or license disk. 5) You have not acquired the Original Product in the secondary market, as scrap or through a second hand purchase from a dealer, distributor or another end user. Commercial Public Network Service Restriction. You may not use the Software in a Commercial Public Network Service. A Commercial Public Network Service is a service offered to businesses or the general public that provides Internet access, virtual private networking, remote network management, access to corporate or other networks, or access to any remote computing device, application, service or data. If You would like to use the Software in a Commercial Public Network Service, You must obtain a separate license from B2Systems. License Restrictions. B2Systems reserves all rights not expressly granted to You. Without limiting the generality of the foregoing, You may not modify the license software to increase the number of licenses supported by the Software; use any device, process or computer program in conjunction with the Software that increases, either directly or indirectly, the number of connections to the Software; reverse engineer, decompile, or disassemble the Software except and only to the extent it is expressly permitted by applicable law; or, rent, timeshare or lease the Software unless expressly authorized by B2Systems in writing. Ownership. No title to or ownership of the Software is transferred to You. B2Systems, or the licensor through which B2Systems obtained the rights to distribute the Software, owns and retains all title and ownership of all intellectual property rights in the Software; including any adaptations or copies of the Software. Only the License is purchased by You. General Terms Term. This License becomes effective on the date You legally acquire the Software and will remain in force until terminated. This License shall automatically terminate if You breach any of its terms. You may terminate this License at any time by destroying the original and all copies of the Software. Upon termination of this License, You must destroy the original and all copies of the Software or return them to B2Systems. Transfer. This License may not be transferred or assigned without the prior written approval of B2Systems. Testing. Prior to installation, the Software should be tested in a non-production test environment according to the needs of Your specific system environment for issues regarding the date change to the year 2000. Governing Law. This License shall be governed and construed in accordance with the laws of the State of California, U.S., without regard to laws governing conflict of laws and will be treated as though executed in the State of California. Any action relating to this License shall be prosecuted in the courts of competent jurisdiction of the State of California. Support. B2Systems provides provide support for the Software. For more information on B2Systems's current support offerings, see http://www.b2systems.com. Entire License. This License, the Limited Warranty, and the Upgrade/Additive License Agreement (if applicable) sets forth the entire understanding and agreement between You and B2Systems and may be amended only in a writing signed by both parties. NO VENDOR, DISTRIBUTOR, DEALER, RETAILER, SALES PERSON OR OTHER PERSON IS AUTHORIZED TO MODIFY THIS LICENSE OR TO MAKE ANY REPRESENTATION OR PROMISE THAT IS DIFFERENT FROM, OR IN ADDITION TO, THE REPRESENTATIONS OR PROMISES OF THIS LICENSE. Waiver. No waiver of any right under this License shall be effective unless in writing, signed by a duly authorized representative of the party to be bound. No waiver of any past or present right arising from any breach or failure to perform shall be deemed to be a waiver of any future right arising under this License. Severability. If any provision in this License is invalid or unenforceable, that provision shall be construed, limited, modified or, if necessary, severed, to the extent necessary, to eliminate its invalidity or unenforceability, and the other provisions of this License shall remain unaffected. Export. Regardless of any disclosure made by You to B2Systems of an ultimate destination of the Software, You will not export or transfer, whether directly or indirectly, the Software, or any portion thereof, or any system containing such Software or portion thereof, to anyone outside the U.S. or Canada (including further export if You took delivery of the Software outside the U.S.) without first complying strictly and fully with all export/import controls that may be imposed on the Software by the U.S. Government or any country or organization of nations within whose jurisdiction You operate or do business. It is Your responsibility to comply with all such controls and requirements as they may be amended from time to time. U.S. Government Restricted Rights. Use, duplication, or disclosure by the U.S. Government is subject to the restrictions in FAR § 52.227-14 (June 1987) Alternate III (June 1987), FAR § 52.227-19 (June 1987), or DFARS § 252.227-7013 (b)(3) (Nov 1995), or applicable successor clauses. Contractor/ Manufacturer is B2Systems, Inc., 5951 Encina Road, Suite 200, Santa Barbara, CA 93110. Other. The application of the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded. Limited Warranty Media. B2Systems warrants any physical media accompanying this Software (as defined in the accompanying Software License Agreement) against physical defects for a period of 90 days from purchase. Your sole remedy for defective media is replacement. Software. Except as provided in this Limited Warranty, B2Systems warrants that if the Software fails to conform substantially to the documentation accompanying the Software and if You report the nonconformity to B2Systems in writing within 90 days from the date You purchased the software, B2Systems will at its sole discretion either resolve the nonconformity or upon return of the original and all copies of the software refund any license fees paid by You. THE SOFTWARE IS NOT DESIGNED, MANUFACTURED OR INTENDED FOR USE OR RESALE WITH ON-LINE CONTROL EQUIPMENT IN HAZARDOUS ENVIRON-MENTS REQUIRING FAIL-SAFE PERFORMANCE, SUCH AS IN THE OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION, COMMUNICATION, OR CONTROL SYSTEMS, DIRECT LIFE SUPPORT MACHINES, WEAPONS SYSTEMS, OR OTHER USES IN WHICH FAILURE OF THE SOFTWARE COULD LEAD DIRECTLY TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE. THE SOFTWARE IS ONLY COMPATIBLE WITH CERTAIN COMPUTERS AND OPERATING SYSTEMS. THE SOFTWARE IS NOT WARRANTED FOR NON-COMPATIBLE SYSTEMS. Call B2Systems or your Dealer for information about compatibility. Disclaimer. EXCEPT AS OTHERWISE RESTRICTED BY LAW, B2Systems DISCLAIMS AND EXCLUDES ANY AND ALL IMPLIED WARRANTIES INCLUDING ANY WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. B2Systems MAKES NO WARRANTY, REPRESENTATION OR PROMISE NOT EXPRESSLY SET FORTH IN THIS LIMITED WARRANTY. B2Systems DOES NOT WARRANT THAT THE SOFTWARE WILL SATISFY YOUR REQUIREMENTS, THAT THEY ARE WITHOUT DEFECT OR ERROR, OR THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED. Some jurisdictions do not allow certain disclaimers and limitation of warranties, so certain of these may not apply to you. Non-B2Systems Products. B2Systems DOES NOT WARRANT NON-B2Systems PRODUCTS. ANY SUCH PRODUCTS ARE PROVIDED ON AN "AS IS" BASIS. ANY WARRANTY SERVICE FOR NON-B2Systems PRODUCTS IS PROVIDED BY THE PRODUCT MANUFACTURER IN ACCORDANCE WITH ANY APPLICABLE MANUFACTURER'S WARRANTY. Limitation of Liability. EXCEPT AS OTHERWISE RESTRICTED BY LAW, B2Systems' AGGREGATE LIABILITY ARISING FROM OR RELATING TO YOUR USE OF THE SOFTWARE OR ANY SERVICES PROVIDED BY B2Systems AND/OR ITS AGENTS IS LIMITED TO THE TOTAL OF ALL PAYMENTS MADE BY OR FOR YOU FOR THE SOFTWARE. NEITHER B2Systems NOR ANY OF ITS LICENSORS, EMPLOYEES, CONTRACTORS, OR AGENTS SHALL IN ANY CASE BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT OR PUNITIVE DAMAGES EVEN IF ADVISED OF THE POSSIBILITY OF THOSE DAMAGES. NEITHER B2Systems NOR ANY OF ITS LICENSORS, EMPLOYEES, CONTRACTORS, OR AGENTS IS RESPONSIBLE FOR LOST PROFITS OR REVENUE, LOSS OF USE OF SOFTWARE, LOSS OF DATA, COSTS OF RE-CREATING LOST DATA, OR THE COST OF ANY SUBSTITUTE EQUIPMENT OR PROGRAM. Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so portions of the above limitation or exclusion may not apply to You. Evaluation Software. If the Software is licensed to you for demonstration or evaluation purposes, the Software may contain an automatic disabling mechanism that disables the Software after a specified period of days have elapsed. YOU ARE SOLELY RESPONSIBLE FOR AVOIDING LOSS OF ANY INFORMATION OR DATA DUE TO SUCH DISABLING OF THE SOFTWARE. THE SOFTWARE IS PROVIDED "AS IS" AND WITHOUT ANY WARRANTIES OF ANY KIND. The entire risk arising out of your installation, use and removal of the Software remains with you. B2Systems shall have no obligation to provide support for the Software. (c) 1999 - 2001 B2Systems, Inc. All Rights Reserved. B2Systems is a registered trademark in the United States and other countries. Windows NT is a registered trademark of Microsoft Corporation.