Software License and Support Agreement
1. SCOPE. This Software License and Support Agreement (“Agreement”) is a legal agreement
between you (either an individual or an entity (“Licensee”)) and Embarcadero Technologies, Inc., a
Delaware corporation with offices at 100 California Street, 12th Floor, San Francisco, California
94111, including its affiliates (“Licensor”). By downloading or unsealing Licensor’s software and/or
documentation (“Products”), Licensee is agreeing to be bound by the terms of this Agreement. In theevent of a conflict between the terms of this Agreement and any ordering document, the terms ofthis Agreement will govern and control. If Licensee is evaluating Licensor software, only theprovisions of Section 22 below will govern such evaluation.
2 LICENSES.
2.1 LICENSE GRANT. Licensor grants to Licensee a non-exclusive, nontransferable, perpetual license(the “License”) to install this Product within the country (or in the case of a country within theEuropean Union within the European Union) specified by Licensee’s ship to address provided by
Licensee in the ordering documentation for the Product at the time of purchase (“Licensed Country”)
and solely for the development of software programs and/or management of its internal systems anddata in the following manner:(a)
If Licensee has purchased a Network Named User or Named User License, Licensee may
designate one person in Licensee’s organization ("Named User") the right to install the Product on
one or more computers and use the Product within the Licensed Country, provided that only the
Named User uses the Product.
(b)
If Licensee has purchased a Concurrent Users License, Licensee may install the Product on a
network within the Licensed Country to be used concurrently on different computers by up to theauthorized number of users for which Licensee has purchased a license provided that the Product isaccessed and used only in the Territory. “Territory” means the geographical area in which theProduct may be accessed and used. The use in the Territory shall be subject to the export restrictions
set forth below. Territory may be any one, and only one, of the following three geographic areas:
Americas Territory, EMEA Territory or AsiaPac Territory each as defined below.
The geographic Territories are:‘Americas Territory’ including and limited to those geographical areas found within the boundaries ofNorth and South America (but excluding Cuba).
‘Europe, Middle East and Africa Territory’ or ‘EMEA Territory’ including and limited to thosegeographical areas found within the boundaries of Europe, Middle East and Africa, including
countries in the former Soviet Union (but excluding Syria, Iran and Sudan);‘Asia Pacific Territory’ or ‘AsiaPac Territory’ including and limited to those geographical areas foundwithin the boundaries of Asia and Australia/Pacific (but excluding North Korea).
Except where prohibited by applicable law, transfer of the Product into a country (or in the case of
the European Union, outside the EU) not identified on the ordering documentation at the time ofpurchase is prohibited and will void the license. Temporary usage of a Product outside the Licensed
Country or Territory while a user is traveling for business or personal reasons is permitted.
Licensee usage of the Product may be restricted to DBMS platforms please look to Licensee’sordering document(s) for the specific platforms licensed. Certain editions of the Product may include

AppWave and/or apps features. Additional restrictions applicable to those features may be found insupplemental terms accompanying them.
2.2. GENERAL TERMS THAT APPLY TO COMPILED PROGRAMS AND REDISTRIBUTABLES.
2.2.1 Redistributables. The Product may include certain files, libraries and/or source code specificallydesignated as "redistributables" by Licensor in the accompanying printed or on-line documentation("Redistributables") that are necessary to use works (“Works”) created using the Product. From time
to time, Licensor may designate other files as Redistributables. Licensee should refer to the
documentation, including any "readme" or "deploy" files provided with the Product, for additional
information regarding Redistributables. Unless otherwise indicated in a “readme” or “deploy” file,
Redistributables may only be distributed as part of Licensee’s Works, in executable, non-source form.
Subject to the terms and conditions of this Agreement, Licensee may freely redistribute source code
or compiled code that is entirely Licensee’s own and does not contain any Redistributables.
2.2.2 Licensing of Redistributables. Subject to the terms and conditions of this Agreement including
the restrictions of Section 2.2.3, Licensor grants Licensee the personal, nonexclusive,
nontransferable, and limited license to: (a) make exact copies of the Redistributables and distribute
those copies solely as components of Licensee’s Works and solely as required for permitting end
users of the Works ("End Users") to install and execute the Works; (b) install and execute
Redistributables, without modification, on computers that Licensee owns or possesses solely for
Licensee’s own internal use; and (c) sublicense to Licensee’s End Users the personal, nonexclusive,
nontransferable right to install and execute Redistributables, without modification, solely ascomponents of Works and solely for such End Users' own internal use, subject to End Users'
compliance with the restrictions in Section 5 as to Redistributables. Notwithstanding the foregoing,
Licensee may modify Redistributables that are provided to Licensee in source form, subject to all theterms of this Section 2.2 and provided that the modified Redistributables are distributed (i) only as
part of Licensee’s larger Work (ii) the Redistributable file is renamed and (iii) only executable, nonsource Redistributables may be distributed. The rights granted to Licensee under this Section 2.2.2
may not be exercised by others, including co-developers, regardless of how Licensee might compile,link, or package Licensee’s Works. These rights apply only to Redistributables and to no other file,library, source code or other component or derivative work of the Product. They may be exercised
only with respect to Works created by Licensee using a duly licensed, properly registered copy of the
Product.
2.2.3 Certain Restrictions. Regardless of any modifications that Licensee makes and regardless of
how Licensee might compile, link, or package Licensee’s Works: (a) except as provided in Section
2.2.6, Licensee may not permit Licensee’s End Users to modify or further distribute Redistributables
or use Redistributables in any program that they create; (b) Licensee may not use Licensor's or any of
its suppliers' names, logos, or trademarks to market Licensee’s Works, except to state descriptively
that Licensee’s Work was written using the Product; (c) all copies of the Works Licensee create mustbear a valid copyright notice, either Licensee’s own or the Licensor copyright notice that appears on
the Product, and Licensee may not remove or alter any Licensor copyright, trademark or otherproprietary rights notice contained in any portion of the Redistributables; and (d) Licensee may only
distribute Redistributables with Works that add primary and substantial functionality to theRedistributables and are not merely a set or subset of any of the Redistributables, and that are
created in accordance with the terms of this Agreement. Licensee shall not modify or distribute theRedistributables so that any part of it becomes, or could be interpreted or asserted to be, subject toan Excluded License. An “Excluded License” is one that requires, as a condition of use, modification

or distribution, that (a) the code be disclosed or distributed in source code form; or (b) others havethe right to modify it.
2.2.4 Relationship with End Users. Except as set forth in Section 2.3, there are no third party
beneficiaries to this Agreement. Consequently, Licensor provides no warranty at all to any person,
other than the limited warranty provided to Licensee the original purchaser of the Product, as set
forth herein, and Licensee will be solely responsible to Licensee’s End Users (or anyone else who uses
or acquires Works) for support, service, upgrades, or technical or other assistance (including withrespect to any Redistributables included therein), and such persons will have no right to contact
Licensor for any services or assistance. Licensee will indemnify, defend and hold Licensor, its
licensors, its suppliers and each of their respective employees, officers, directors and affiliates,
harmless from and against any claims or liabilities arising out of or related to the use, procurement,
reproduction or distribution of Licensee’s Works by third parties.
2.2.5 Third Party Software. The Product, including Redistributables, may include source code,
redistributable files, and/or other files provided by a third party vendor ("Third Party Product"). Since
use of Third Party Product might be subject to license restrictions imposed by the third party vendor,
Licensee should refer to the on-line documentation (if any) provided with Third Party Product for any
license restrictions imposed by the third party vendor. In any event, any license restrictions imposedby a third party vendor are in addition to, not in lieu of, the terms and conditions of this Agreement.
2.2.6 Provisions Applicable to Component Developers. For the purpose of this Section 2.2.6, thefollowing terms have the following meanings:"Component" means a program module or object, developed by Licensee using the Product, that isdesigned to interoperate with other program modules/objects developed by others using a different
development environment.
"Component Customer" means an individual or entity that procures Components from Licensee forthe purposes of: (i) integrating such Components with program modules/objects developed using a
different development environment; and (ii) distributing such integrated products to their End Users.
"Component Developer" means an individual or entity that uses the Product to develop Components
for distribution to Component Customers.
If Licensee is a Component Developer, Licensee may (i) distribute copies of the Redistributables toLicensee’s Component Customers, and (ii) grant them the right to distribute copies of theRedistributables along with both Licensee’s Components and their Works to their End Users only if
Licensee have first entered into an agreement with each such Component Customer that conforms tothis Section 2.2.6 and contains the following provisions (enumerated as appropriate to the context):
2.2.6.1 Sublicensing of Redistributables. Subject to the terms and conditions of this section,
including the restrictions of Section 2.2.6.2, [insert Component Developer name] grants you thepersonal, nonexclusive, nontransferable, and limited sublicense to: (a) make exact copies of theRedistributables and distribute those copies solely in conjunction with your works that embody
components procured from [insert Component Developer name] ("Works"), solely as required for
permitting end users of the Works ("End Users") to install and execute the Works; (b) install andexecute Redistributables, without modification, on computers that you own or possess solely foryour own internal development use; and (c) further sublicense to your End Users the personal,
nonexclusive, nontransferable right to install and execute Redistributables, without modification,

solely as components of your Works and solely for such End Users' own internal use, subject to End
Users' compliance with the restrictions in Section 2.2.6.4 as to Redistributables.
2.2.6.2 Certain Restrictions. Regardless of any modifications that you make and regardless of how
you might compile, link, or package your Works: (a) you may not permit your End Users to modify or
further distribute Redistributables or use Redistributables in any program that they create; (b) you
may not use Licensor's or any of its suppliers' names, logos, or trademarks to market your Works,
except to state descriptively that your Work was written using the Product; (c) all copies of the Works
you create must bear a valid copyright notice, either your own or the Licensor copyright notice thatappears on the Product, and you may not remove or alter any Licensor copyright, trademark or otherproprietary rights notice contained in any portion of the Redistributables; and (d) you may only
distribute Redistributables with Works that add primary and substantial functionality to theRedistributables and are not merely a set or subset of any of the Redistributables.
2.2.6.3 No Warranties. Licensor provides no warranty at all to you or to any other person. You will besolely responsible to your End Users (or anyone else who uses or acquires Works) for support,
service, upgrades, or technical or other assistance (including with respect to any Redistributables
included therein), and such persons will have no right to contact Licensor for any services orassistance. You will indemnify, defend and hold Licensor, its licensors, its suppliers and each of theirrespective employees, officers, directors and affiliates, harmless from and against any claims or
liabilities arising out of or related to the use, procurement, reproduction or distribution of yourWorks by third parties.
2.2.6.4 Restrictions. You may not: (a) modify, adapt, alter, translate, or create derivative works of theRedistributables; (b) lease, rent or loan the Redistributables to any third party; (c) sublicense,
distribute or otherwise transfer the Redistributables or any component thereof to any third party
except as expressly authorized in this section; (d) reverse engineer, decompile, disassemble, orotherwise attempt to derive the source code of the Redistributables; (e) remove, alter, or obscure
any confidentiality or proprietary notices (including copyright and trademark notices) of Licensor orits suppliers on the Redistributables; (f) allow third parties to access or use the Redistributables suchas in a time-sharing arrangement or use the Redistributables as part of a service bureau or otherwise
for the use or benefit of third parties; or(g) reproduce or use the Redistributables except as expressly
authorized under this section. Furthermore, you may not permit your End Users to conduct the
restricted activities limited by items (a) through (e) and (g) above insofar as they apply to
Redistributables, and such End User's sublicense rights to the Redistributables are conditioned uponcompliance with such limitations. The limitations in this Section apply equally to your use of theRedistributables, in whole or in part, including any component or Redistributables.
2.2.7 Restrictions. You shall not and you shall not permit your End Users to (a) modify, adapt, alter,translate, or create derivative works of the Redistributables or merge the Redistributables with othersoftware other than as described in the Product's accompanying documentation or as approved of in
writing by Embarcadero; (b) lease, rent or loan the Redistributables to any third party; (c) sublicense,
distribute or otherwise transfer the Redistributables or any component thereof to any third party
except as expressly authorized in this Agreement; (d) reverse engineer, decompile, disassemble, orotherwise attempt to derive the source code of the Redistributables; (e) remove, alter, or obscure
any confidentiality or proprietary notices (including copyright and trademark notices) of
Embarcadero or its suppliers on the Redistributables; or (f) reproduce or use the Redistributables
except as expressly authorized under herein. End User's sublicense rights to the Redistributables areconditioned upon compliance with such limitations.

2.2.8 Other Rights. Contact Licensor for the applicable royalties due and other licensing terms for allother uses or distribution of the Redistributables.
2.3 PROGRAM NOTES. The following terms and conditions ("Program Notes") are specific to certain
editions, versions and components of the Product and are in addition to the provisions of Sections
2.1 and 2.2. If any provision of the Program Notes applicable to the Product conflicts with any otherprovision of this Agreement, then the provision of the Program Notes will supersede and control.
ADDITIONAL LICENSE TERMS APPLICABLE TO STARTER EDITIONIn the event Licensee has obtained a Starter Edition license the following terms hereby apply. To theextent they conflict with the license grant in Section 2.1, these terms shall control. Licensee may use
the Product to develop software (i) for which Licensee does not charge directly or indirectly a fee or
receive other consideration including but not limited a license fee, a service fee, a development fee,a consulting fee, a subscription fee, a support fee, a hosting fee or the like and (ii) for which Licensee
only charges fees (including but not limited a license fee, a service fee, a development fee, a
consulting fee, a subscription fee, a support fee, a hosting fee or the like) that cumulatively, on anannual basis, do not exceed USD$1000. In the event any (for profit or non-profit) company elects tolicense the software then (i) the total company revenues may not exceed USD$1000 and (ii) the total
number of Starter Edition licenses deployed may not exceed 5.
ADDITIONAL LICENSE TERMS APPLICABLE TO SOFTWARE LICENSED FOR EDUCATIONAL USE
Subject to the terms and conditions of this Agreement, Licensee may exercise Licensee’s rights under
this Agreement to use the Product and to create Works solely for Licensee’s own personal use inproviding or receiving instruction within the limited scope of guided computer programming and/or
software training courses in which Licensee are a direct and personal participant, either as student or
instructor ("Courses"). Licensee may only reproduce, distribute and use Works, in source or object
code form, to other participants of the Courses and then only for educational or training purposes.
Licensee may not use the Products or Works created with the products for any commercial, business,governmental or institutional purpose of any kind, except to the extent Licensee are an instructor
teaching a Course. All rights not specifically granted to Licensee herein are retained by Licensor.
ADDITIONAL LICENSE TERMS APPLICABLE TO DELPHI, C++ BUILDER AND EMBARCADERO PRISM,STARTER PROFESSIONAL AND PROFESSIONAL ACADEMIC EDITIONS
Subject to the terms and conditions of this Agreement, Licensor grants to Licensee as the licensed
user of the Product the limited right to use that portion of the Product identified as "dbExpress", in
executable form only, to access a local database installed on the same machine as the Work. Licensee
may not use that portion of the Product identified as "dbExpress" in association with a databaselocated on a different machine other than the machine on which the Works are installed.
ADDITIONAL LICENSE TERMS APPLICABLE TO THIRD PARTY SOFTWARE
Certain components of the Product use or incorporate third-party software programs and/or libraries(but excluding Separately Licensed Code) ("Third-Party Software"). Licensee agree that Licensor's
third- party licensors and suppliers are intended third party beneficiaries of all terms and conditionsof this Agreement intended to protect intellectual property rights in the Product (including the ThirdParty Software) and limit certain uses thereof.
ADDITIONAL LICENSE TERMS FOR INTERBASE

The portion of the Product identified as InterBase is not a Redistributable and is licensed fordevelopment purposes only. This License does not permit Licensee to use the InterBase portion ofthis Product for any commercial, business, governmental institutional or other purpose of any kind,other than development and testing of Works. Licensee must obtain a separate InterBase
deployment license from Embarcadero before deploying or distributing any Work that uses
InterBase.
Separately Licensed CodeThe provisions of this paragraph do not apply to the extent they are held to be invalid or
unenforceable under the law that governs this Agreement. Each of the components listed below is
considered "Separately Licensed Code". Separately Licensed Code is licensed to Licensee under theterms of the applicable third party license agreement(s) set forth in the thirdpartylicense file that
accompanies the Product. Notwithstanding any of the terms in this Agreement, or any otheragreement Licensee may have with Licensor, the terms of such third party license agreement(s)governs Licensee’s use of all Separately Licensed Code unless otherwise noted below.
Future Product updates or fixpacks may contain additional Separately Licensed Code. Licensee
acknowledge that Licensee have read and agree to the license agreements contained in thethirdpartylicense file. If Licensee do not agree to the terms of these third party license agreements,
Licensee may not use the Separately Licensed Code.
Note: Notwithstanding any of the terms in the third party license agreement, the Agreement, or any
other agreement Licensee may have with Licensor:(a) Licensor provides this Separately Licensed Code to Licensee WITHOUT WARRANTIES OF ANY
KIND;(b) LICENSOR DISCLAIMS ANY AND ALL EXPRESS AND IMPLIED WARRANTIES AND CONDITIONSINCLUDING, BUT NOT LIMITED TO, THE WARRANTY OF TITLE, NON-INFRINGEMENT OR
INTERFERENCE AND THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE SEPARATELY LICENSED CODE;(c) Licensor is not liable to Licensee, and will not defend, indemnify, or hold Licensee harmless forany claims arising from or related to the Separately Licensed Code; and(d) Licensor is not liable for any direct, indirect, incidental, special, exemplary, punitive orconsequential damages including, but not limited to, lost data, lost savings, and lost profits, withrespect to the Separately Licensed Code.
The following are Separately License Code:
Software identified in the file called: thirdpartylicense
2.4. Command Line Compiler. Licensee may install the command line compiler on a separate
computer from the Product itself, provided that the sole purpose of doing so is to allow thatcomputer to perform unattended building of applications. The Command Line Compiler shall not be
considered a ‘redistributable’.
3. TERM. This Agreement shall be effective on the date first accessed by Licensee.
4. TERMINATION. Licensor may immediately terminate this Agreement without further obligation or
liability: (a) with respect to a License, if Licensee fails to pay the licensee fee due for the License
hereunder and continues to be delinquent for a period of thirty (30) days after the last day on whichpayment is due, (b) if a petition alleging insolvency is filed by or against Licensee and not stayed
within 60 days, or a receiver is appointed for any part of Licensee’s business, or its assets are
assigned for the benefit of creditors; or (c) if Licensee commits any material breach of thisAgreement and fails to remedy such breach within thirty (30) days after written notice by Licensor ofsuch breach. The termination of this Agreement shall not affect: (i) the obligation of either party
pursuant to any License which has not been terminated, and which shall therefore remain in effect inaccordance with its terms; or (ii) the survival of the representations and warranties contained herein.
Within 60 days of the termination of any License, Licensee shall return to Licensor the terminated
Product and all related documentation, and copies thereof. Licensee shall promptly certify in writing
to Licensor that all copies of the Product have been removed from each computer upon which theProduct was installed, and that any copies not returned have been destroyed.
5. TITLE AND PROPRIETARY INFORMATION.
5.1 TITLE AND COPYRIGHT. Licensor represents and warrants that it has the full rights to license theProduct to Licensee and to perform its obligations under this Agreement. All title and copyrights andother industrial, intellectual and marketing rights in and to the Product, including but not limited to
all modifications thereto made by or for any person, are owned by Licensor and/or its affiliates andlicensors, and are protected by both United States copyright law and applicable international
copyright treaties. Licensee agrees not to claim or assert title to or ownership of the Product. Except
as expressly set forth herein, Licensee may copy the Product only for backup or archival purposes,
and for no other purpose. Licensee will not remove or alter any copyright or proprietary notice fromcopies of the Product, and copies made by or for Licensee shall bear all copyright, trade secret,trademark and any other intellectual property right notices on the original copies. Title and all risk ofloss to Licensor hardware components (“Hardware”) purchased by Licensee under a separate
ordering document shall pass to Licensee upon delivery to a common carrier, FOB Licensor’s facility,
and shall be deemed accepted at that time. All rights not specifically granted to licensee herein are
retained by Embarcadero.
5.2 RESTRICTIONS. Licensee acknowledges and agrees that the Product contains valuable trade
secrets of Licensor and/or its affiliates and licensors, and that this Agreement establishes aconfidential relationship between the parties with respect to this information. Subject to applicablelaw, Licensee agrees (a) not to decompile, disassemble, reverse engineer or otherwise attempt toderive the Product source code from object code except to the extent expressly permitted byapplicable law or treaty despite this limitation; (b) not to sell, rent, lease, license, sublicense, display,
modify, time share, outsource or otherwise transfer the Product to, or permit the use of the Productby, any third party; and (c) to preserve the confidential nature of the proprietary and trade secret
information by retaining and using the Product in trust and confidence, solely for its internal use, andusing the degree of care and protection that Licensee would use for its own information of similar
importance, but in no event less than a reasonable degree of care and protection, to prevent theunauthorized use, copying, publication or dissemination of the Product and Licensor’s confidential
information learned from Licensee’s use of the Product. Licensee will not export or re-export theProduct without both the written consent of Licensor and the appropriate U.S. and/ or foreign
government license(s) or license exception(s). Licensor shall have the right to seek injunctive relief
against any actual or threatened violation of these restrictions, in addition to any other available
remedies. Additional restrictions may apply to certain files, programs or data supplied by third
parties and embedded in the Product; consult the Product installation instructions or release notes
for details. Licensee agrees to promptly report to Licensor any violations of these provisions by
Licensee’s employees, consultants or agents of which Licensee is aware.

6. SUPPORT AND MAINTENANCE (“Support”). Licensee is entitled to the Support services defined
below as part of an annual Support fee.
6.1 ELECTRONIC SERVICES. To the extent that electronic services are available, Licensee mayelectronically access, at no charge, Support services which will be available twenty four (24) hours aday, seven (7) days per week. Such electronic services may include, but are not limited to: incident
submission, case management and Product Releases.
6.2 SUPPORT. Support shall be applicable only to the Product licensed or sold under this Agreement
for which Support fees have been paid. Support will not cover any adaptation or modification of the
Product made by Licensee or any third party. Licensor may discontinue Support for any Product at
any time provided that Major Releases will be covered for eighteen months after initial release.
“Major Release” means a significant release containing new features or functionality and designatedas an “upgrade” by Licensor. The email and phone support hours shall be as identified on the
Embarcadero support website.
Support shall consist of:a. Make available a regional telephone number or other electronic support to Licensee in order for
the Licensee to report Product issues and to receive assistance. Licensor will analyze the incident andverify the existence of the problem and provide direction and assistance in resolving the incident;and(b) Make available all updates, upgrades and other changes (“Releases”) that Licensor, at its sole
discretion, makes or adds to the Product and which Licensor furnishes, without charge, to otherlicensees of the Product that are enrolled in Support. Requests for Releases will only be honored
during the support term. Physical media requires an additional charge.
6.3 TERMINATION OF SUPPORT. Licensee will pay Licensor the applicable Support fees net 30 days
from the support effective date and thereafter 30 days prior to each renewal date. Licensee may
cancel enrollment in Support upon written notice to Licensor at least thirty (30) days prior to thenext Support Anniversary Date. If Licensee’s Support has lapsed, Licensee may renew by paying areinstatement fee as determined by Licensor at its sole discretion. In addition, Licensee must pay theannual charge for Support for the next year in advance. Such reinstatement date shall then beconsidered the Support Anniversary Date. Licensee agrees not to modify the Product without theprior written approval of Licensor. Unapproved alterations to the Product shall void any obligation by
Licensor to provide Support for the Product, pursuant to this Section 6, during the warranty period
and any subsequent period in which Licensee is enrolled in Support.
6.4 CHANGE OF SUPPORT FEES. Licensor reserves the right to change its then current published list
prices for the Products and its charge for Support at any time prior to renewal. Any such change to
Support shall not take effect until the completion of the then current support term.
6.5 SERVICES; UPDATES; PRODUCT CHANGES. Licensor is not required under this Agreement toprovide any installation, training or other services to licensee. Such services, if available, must bepurchased separately. If Licensee purchases support and Licensor provides licensee with a newrelease, error correction, update, upgrade or other modification to the Product, or Licensee
separately purchases an upgrade such modification or upgrade 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. If licensee have acquired an upgrade version of the Product (whether
through support or purchase of a separate upgrade), such upgrade constitutes a single Producttogether with the copy of the Product that licensee upgraded. This means that, although Licensee
may have two sets of Product media and/or two license keys, licensee still has only one license.
Therefore, licensee may not transfer the original copy of the Product or license key to any otherparty or user. Licensor 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. If licensee
acquires a Network Named upgrade or Concurrent upgrade license which includes rights to older
product versions, then Licensee must deactivate the upgraded license upon installation of the
upgrade license provided that the product version(s) of the upgraded license are also included in the
upgrade license.
7. PAYMENT SCHEDULE. Payment for all License and Support fees shall be due thirty (30) following
receipt by Licensee of an invoice by Licensor specifying the amounts due, unless otherwise set forthin an ordering document accepted by Licensor in writing. Licensor shall invoice Licensee for the initial
Support fees upon the initial order of the licensed Products (the “Support Anniversary Date”). Sixty(60) days prior to each annual Support Anniversary Date of the licensed Products, Licensor shallinvoice Licensee the then-current fee for the next year of Support.
8. LIMITED WARRANTY AND CONDITIONS. Licensor warrants and conditions for a period of sixty (60)days that the media on which the Product is furnished will be, under normal use, free from defects inmaterial and workmanship. Licensor also warrants that the Product will perform in all material
respects with the operating specifications contained in the accompanying Product documentation,
for a period of sixty (60) days from the date of shipment. Other than with respect to any
indemnification hereunder, Licensor’s entire liability and Licensee’s exclusive remedy under thisprovision will be for Licensor to use commercially reasonable efforts to remedy defects covered bythis warranty and condition within a reasonable period of time or, at Licensor’s option, either toreplace the defective Product or to refund the amount paid by Licensee to license the use of the
Product. Licensor does not warrant or condition that the operation of the Product will beuninterrupted or error free or that all software defects can be corrected. This warranty and condition
shall not apply if (a) the Product is not used in accordance with applicable documentation; (b)Product defect has been caused by Licensee’s malfunctioning equipment; or (c) Licensee has mademodifications to the Product not expressly authorized in writing by Licensor. No employee, agent, or
representative of Licensor has the authority to bind Licensor to any oral representations, warranties
or conditions concerning the Product. Any written representation, warranty or condition not
expressly contained in this Agreement shall not be enforceable.
THIS WARRANTY AND CONDITION IS IN LIEU OF ALL OTHER WARRANTIES AND CONDITIONS. THEREARE NO OTHER EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS, INCLUDING WITHOUT
LIMITATION THOSE OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT, REGARDING THIS AGREEMENT OR ANY PRODUCT (S) LICENSED HEREUNDER.
9. LIMITATION OF LIABILITY. Neither Licensor nor Licensee shall be liable to the other party forconsequential, indirect, incidental, exemplary, special or punitive damages from any cause, whether
in contract, tort (including negligence) or otherwise, arising out of or in any way connected with thedesign, manufacture, sale, support or use of the Product. Except as provided in Section 10 below, in
no event shall Licensor’s or Licensee's liability for direct damages resulting from the use of the
Product exceed the amount paid by the Licensee to license the use of the Product.
10. INDEMNIFICATION FOR INFRINGEMENT. Licensor will defend or settle, at its own expense, any
claim against Licensee asserting a patent, copyright, trademark, trade secret or proprietary rightviolation which concerns the Product used within the scope of the License hereunder. Licensor shallindemnify Licensee against any loss, expense or liability including reasonable attorney's fees fromany damages alleged against Licensee. However, Licensee must promptly notify Licensor in writing
after Licensee first receives notice of any such claim, action or allegation of infringement and,
Licensor shall have sole control of the defense of any action and all negotiations for its settlement orcompromise, with the reasonable assistance of Licensee. Licensor shall not be liable for any costs or
expenditures incurred by Licensee without Licensor’s prior written consent. If an injunction or orderis obtained against Licensee’s use of the Product by reason of the allegations of infringement, or if in
Licensor’s or Licensee's opinion the Product is likely to become the subject of a claim of
infringement, Licensor shall, at its expense:(a) Procure for Licensee the right to continue using the Product; or(b) Modify or replace the Product with a compatible, functionally equivalent, non-infringing
Product(s); or(c) If neither (a) nor (b) is reasonably practical in Licensor’s judgment, remove the Product and issue
Licensee a pro rata credit based upon the License fees paid for the Product prorated over a thirty-six(36) month period from the date of shipment of the Product. Thereafter, termination shall proceed inaccordance with the terms of Section 4.
This Section 10 is Licensor’s sole liability and Licensee’s exclusive remedy in the event of intellectual
property infringement of any kind.
11. VERIFICATION. If Licensee is entering into this Agreement as an entity other than an individual(e.g., as a corporation, a partnership, or other organization), Licensor may, at its expense, audit the
number of copies of the Product in use by Licensee and the designated CPU(s) on which the Productis installed. Any such audit shall be conducted during regular business hours at Licensee’s facilities
and shall not unreasonably interfere with Licensee’s business activities. If an audit reveals that
LICENSEE has underpaid fees to Licensor, Licensee shall be invoiced for such underpaid fees (basedon the list prices in effect at the time the audit is completed); and if the underpaid fees exceed 5% of
the License fees already paid, then Licensee shall also pay Licensor the reasonable costs ofconducting the audit.
12. ASSIGNMENT. Neither this Agreement nor any of Licensee’s rights, licenses or obligations
hereunder may be assigned or delegated by Licensee to any third party, including without limitationin connection with a merger, acquisition, reorganization, outsourcing, change of control or under any
other circumstance. Any such purported assignment or delegation shall be void and of no effect andshall constitute an incurable breach of this Agreement resulting in the automatic termination of thisAgreement and all rights and licenses granted to Licensee hereunder.
13. U.S. GOVERNMENT RESTRICTED RIGHTS; EXPORT COMPLIANCE. Use, duplication, or disclosure
by the U.S. Government is subject to restrictions set forth in FAR Section 52.227-14 Alt. III (g)(3), FAR
Section 52.227-19, DFARS 252.227-7014 (b) or DFARS 227.7202, as amended from time to time.
Contractor/Manufacturer is Embarcadero Technologies, Inc., 100 California Street, 12th Floor, San
Francisco, CA 94111. Any contract notices should be sent to this address. Licensee may not
download, use, transfer, export or re-export the Product except as authorized by United States law
and the laws of the jurisdiction in which the Product was obtained. In particular, but without
limitation, Product may not be, downloaded, used, exported or re-exported (a) in or to (or by or to anational or resident of) any country then under U.S. economic embargo (currently including, but notnecessarily limited to, Cuba, Iran, North Korea, Sudan, and Syria), (b) or any end user who Licensee’sknows or has reason to know will utilize them in the design, development or production of nuclear,chemical or biological weapons, or rocket systems, space launch vehicles, and sounding rockets, or
unmanned air vehicle systems (c) to any person or entity on the U.S. Treasury Department's list ofSpecially Designated Nationals or on the U.S. Department of Commerce's Denied Persons List or
Entity List. By downloading or using Products, Licensee represents and warrants that it is not locatedin, under control of, or a national or resident of any such country or on any such list.
14. SEVERABILITY. Should any provision of this Agreement be determined to be invalid, ineffective,
or unenforceable, under present or future laws, the remainder of the provisions shall remain in fullforce and effect and shall in no way be affected, impaired or invalidated.
15. NOTICE. Notices to either party shall be in writing to the address indicated in this Agreement (oras later amended) and deemed effective when received, or twenty-four (24) hours following the dateof the postmark, if sent by prepaid certified mail, return receipt requested.
16. REFERENCING. If applicable, Licensee agrees that Licensor may refer to the corporate name ofLicensee as a customer of Licensor, both internally and in externally published media; any additional
disclosure by Licensor with respect to Licensee shall be subject to the prior written approval ofLicensee.
17. FORCE MAJEURE. Neither party will be in default of its obligations under this Agreement to theextent its performance is delayed or prevented by causes beyond its reasonable control, including
but not limited to acts of God, earthquake, flood, embargo, riots, sabotage, utility or transmission
failures, fire or labor disturbances. The party facing an event of force majeure shall use its
commercially reasonable efforts in order to remedy that situation as well as to mitigate its effects.
18. WAIVER. The waiver by a party of one breach or default by another party under this Agreement
will not constitute the waiver of any subsequent breach or default. No waiver shall be effective
unless made in writing and signed by an authorized representative of the waiving party.
19. SURVIVAL. In the event of expiration or termination of this Agreement for any reason, theprovisions of Sections 1, 4, 5, 7-10 and 13-20 shall survive in accordance with their respective terms.
20. ENTIRE AGREEMENT. Licensee agrees that this is the complete and exclusive statement of theagreement between the parties, and supersedes all prior proposals and understandings, oral andwritten, relating to the subject matter of this Agreement.
21. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with thelaws of the State of California without regard to conflicts of law principles. The provisions of the UN
Convention on Contracts for the International Sale of Goods shall not apply.
22. EVALUATION LICENSE. Licensor is the owner and provider of certain proprietary software anddocumentation that Licensee desires to have tested and evaluated on the terms and conditions of
this Section 22(“Software”). For a term not to exceed fourteen (14) days (“Evaluation Period”)
without Licensor’s written authorization, the Software will be provided solely for evaluation purposesfor Licensee’s own internal use (“Evaluation”) and Licensee is hereby granted a nontransferable,
nonexclusive, limited license to operate and use the Software for such Evaluation. The Evaluation
Period begins on the date Licensee downloads or unseals the Software. At the end of the Evaluation
Period, Licensee shall cease using and shall return the Software to Embarcadero in original condition.
This requirement applies to copies of the Software in all forms (partial and complete) on all types of
media and computer memory and whether or not merged into other materials. Licensee agrees not
to cause or permit the reverse engineering, disassembly, modification, translation or decompilation

of the Software. Licensee shall not copy the Software, or write or develop any derivative software.
Licensee shall not release the results of any Evaluation testing or other performance results of the
Software conducted under this Section 22 to any third party without Licensor’s prior written consent
for each such release.
23. Hazardous Uses. The Product is not intended for use, and Licensee may not use or allow others
to use the Product, in connection with any application requiring fail-safe performance such as theoperation 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. Licensee agree that Embarcadero will have no liability of
any nature, and Licensee is solely responsible, for any expense, loss, injury or damage incurred as aresult of such use of the Product
The SOFTWARE provided for THIS EVALUATION IS DELIVERED "AS IS, WHERE IS" AND LICENSORSPECIFICALLY DISCLAIMS ANY AND ALL warrantIES of any kind including warranties of merchantability
AND fitness for a particular purpose. Embarcadero does not warrant that the Products will operate
without interruption or be error free.
Sections 8, 11, 12 and 21 of the Agreement shall be deemed incorporated by this reference in the
Evaluation license granted under this Section 22.
MICROSOFT SOFTWARE LICENSE TERMSMICROSOFT DIRECTX END USER RUNTIME
These license terms are an agreement between Microsoft Corporation (or based on where you live,
one of its affiliates) and you. Please read them. They apply to the software named above, which
includes the media on which you received it, if any. The terms also apply to any Microsoft* updates,* supplements,* Internet-based services, and* support services
for this software, unless other terms accompany those items. If so, those terms apply.
BY USING THE SOFTWARE, YOU ACCEPT THESE TERMS. IF YOU DO NOT ACCEPT THEM, DO NOT USE
THE SOFTWARE.
If you comply with these license terms, you have the rights below.
1. INSTALLATION AND USE RIGHTS. You may install and use any number of copies of the software on
your devices.
2. SCOPE OF LICENSE. The software is licensed, not sold. This agreement only gives you some rights
to use the software. Microsoft reserves all other rights. Unless applicable law gives you more rights
despite this limitation, you may use the software only as expressly permitted in this agreement. In
doing so, you must comply with any technical limitations in the software that only allow you to use itin certain ways. You may not* work around any technical limitations in the software;* reverse engineer, decompile or disassemble the software, except and only to the extent thatapplicable law expressly permits, despite this limitation;* make more copies of the software than specified in this agreement or allowed by applicable law,
despite this limitation;* publish the software for others to copy;* rent, lease or lend the software;* transfer the software or this agreement to any third party; or* use the software for commercial software hosting services.
3. BACKUP COPY. You may make one backup copy of the software. You may use it only to reinstall thesoftware.
4. DOCUMENTATION. Any person that has valid access to your computer or internal network may
copy and use the documentation for your internal, reference purposes.
5. EXPORT RESTRICTIONS. The software is subject to United States export laws and regulations. You
must comply with all domestic and international export laws and regulations that apply to thesoftware. These laws include restrictions on destinations, end users and end use. For additional
information, see www.microsoft.com/exporting.
6. SUPPORT SERVICES. Because this software is “as is,” we may not provide support services for it.
7. ENTIRE AGREEMENT. This agreement, and the terms for supplements, updates, Internet-based
services and support services that you use, are the entire agreement for the software and support
services.
8. APPLICABLE LAW.
a. United States. If you acquired the software in the United States, Washington state law governs theinterpretation of this agreement and applies to claims for breach of it, regardless of conflict of laws
principles. The laws of the state where you live govern all other claims, including claims under state
consumer protection laws, unfair competition laws, and in tort.
b. Outside the United States. If you acquired the software in any other country, the laws of thatcountry apply.
9. LEGAL EFFECT. This agreement describes certain legal rights. You may have other rights under thelaws of your country. You may also have rights with respect to the party from whom you acquired thesoftware. This agreement does not change your rights under the laws of your country if the laws ofyour country do not permit it to do so.
10. DISCLAIMER OF WARRANTY. THE SOFTWARE IS LICENSED “AS-IS.” YOU BEAR THE RISK OF USING
IT. MICROSOFT GIVES NO EXPRESS WARRANTIES, GUARANTEES OR CONDITIONS. YOU MAY HAVEADDITIONAL CONSUMER RIGHTS UNDER YOUR LOCAL LAWS WHICH THIS AGREEMENT CANNOTCHANGE. TO THE EXTENT PERMITTED UNDER YOUR LOCAL LAWS, MICROSOFT EXCLUDES THE
IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT.
11. LIMITATION ON AND EXCLUSION OF REMEDIES AND DAMAGES. YOU CAN RECOVER FROMMICROSOFT AND ITS SUPPLIERS ONLY DIRECT DAMAGES UP TO U.S. $5.00. YOU CANNOT RECOVER

ANY OTHER DAMAGES, INCLUDING CONSEQUENTIAL, LOST PROFITS, SPECIAL, INDIRECT OR
INCIDENTAL DAMAGES.
This limitation applies to* anything related to the software, services, content (including code) on third party Internet sites, or
third party programs; and* claims for breach of contract, breach of warranty, guarantee or condition, strict liability, negligence,or other tort to the extent permitted by applicable law.
It also applies even if Microsoft knew or should have known about the possibility of the damages.
The above limitation or exclusion may not apply to you because your country may not allow theexclusion or limitation of incidental, consequential or other damages.