

TM SQLWINDOWS SOLO SOFTWARE LICENSE AGREEMENT

This is a legal and nonexclusive agreement between you, the end user and Gupta Corporation ("Gupta") concerning your rights to use the accompanying Gupta SQLWindows Solo software product and accompanying materials ("Software").  Carefully read all terms and conditions of this License Agreement ("License") before using the Software.  Using the Software indicates your acceptance of the terms and conditions of this License.  If you do not agree to the terms of this agreement, do not use the Software.

GUPTA SOFTWARE LICENSE

1.  	GRANT OF RIGHTS:  
                            
(a) Scope:  You may use one copy of the Software on a single dedicated computer ("Single Dedicated Computer") only.

(b)  Specific Rights:  You:   

(i)  may use the Software in machine-readable form only and you agree not to cause or permit the reverse compilation or disassembly of the Software;  

(ii) may make one copy of the Software (excluding documentation) for backup and archival purposes only; 

(iii) may transfer the Software on a permanent basis only to another party provided that such party agrees to the terms and conditions of this License and you destroy any and all copies of the Software in your possession;  

(iv)  may not disclose the results of performance/benchmark tests run on the Software without the prior written consent of Gupta; and 

(v) may not rent or lease the Software.

2.  	REDISTRIBUTION RIGHTS AND LIMITATIONS:  

(a)  General Deployment Rights:  Gupta grants you the right to reproduce and distribute the modules of the Software specifically identified as "run time" or "deployment" modules specifically marked as such  in the packaging, documentation or other enclosed material subject to the following: 

(i) you distribute such modules in conjunction with and as a component of an application you developed using the Software;  

(ii) you shall affix a valid copyright notice on such application;   

(iii) unless otherwise agreed to in writing by Gupta, you shall not use the Gupta's name, logo or trademarks in marketing your application; 

(iv) you  indemnify, defend and agree to hold Gupta harmless from and against any claims or lawsuits, including reasonable attorney's fees, that arise or result from the use or distribution of such application.

(b)  Restrictions on Application Transfer to and Modification By Other SQLWindows Editions:  Applications (including source code)  developed using the Software may only be modified, adapted or implemented for use with a connected relational database server if you hold a valid license for another SQLWindows Edition (Starter, Network or Corporate) and such other SQLWindows Edition is installed for use on the Single Dedicated Computer.

(c)   Limited Rights to Copy SQLBase Limited Runtime Engine:  The SQLBase Limited Runtime Engine component of the Software may be freely reproduced and distributed for use with applications developed using the Software as well as any other SQLWindows Edition on any computer.  The conditions specified in Item 2(a) (i) - (iv) above shall apply to any reproduced copies of the SQLBase Limited Runtime Engine component of the Software.

3.  MULTIPLE MEDIA OR MULTIPLE OPERATING ENVIRONMENTS OR MULTIPLE DATABASE ACCESS:  

This package may contain multiple media or versions that may run on multiple operating environments (e.g.  MS-DOS, Microsoft Windows, etc.) or versions that provide access to multiple database servers.  These duplicate copies or versions of the Software are for your convenience only and are not intended to increase the number of computers on which the Software may be used or copied.  

4.  	COPYRIGHT:   

The Software is owned by Gupta and/or Gupta's licensors who shall retain all and sole right, title and interest in and to the Software. By virtue of this License you obtain the right to use the Software only.  The Software is protected by United States copyright law and international treaty provisions.  You agree not to remove any copyright or other proprietary or product identification notices from the Software.

5.  	TERMINATION:  

This License is effective from the date you receive the Software and shall remain in force unless terminated.  You may terminate it at any time by destroying the Software together with all copies; modifications and merged portions in any form.  This License shall also be terminated if you fail to comply with any of the terms or conditions in this License.  You agree, upon such termination, to destroy the Software together with all copies, modifications, and merged portions in any form.

DISCLAIMER OF WARRANTY

GUPTA DISCLAIMS ANY AND ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. 

GUPTA'S LIMIT OF LIABILITY

IN NO EVENT WILL GUPTA BE LIABLE FOR ANY DAMAGES INCLUDING ANY LOST PROFITS, LOST SAVINGS OR OTHER INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE SUCH SOFTWARE EVEN IF GUPTA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY.  

GUPTA'S LIABILITY FOR DAMAGES 

Some states or jurisdictions do not allow disclaimer or limitation on duration of implied warranties or the exclusion or limitation of liability for consequential or incidental damages.  You may have other legal rights.

U.S. GOVERNMENT RESTRICTED RIGHTS

The Software and documentation are provided with RESTRICTED RIGHTS.  Use, duplication, or disclosure by the Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of The Rights in Technical Data and Computer Software clause at DFARS  § 252.227-7013 or subparagraphs (c)(1) and (c)(2) of the Commercial Computer Software--Restricted Rights at 48 CFR 52.227-19 as applicable.  Contractor/manufacturer is Gupta Corporation, 1060 Marsh Road, Menlo Park, CA  94025.

OTHER PROVISIONS

You may not use, copy, modify, sublicense, assign or transfer this license or the Software except as expressly provided in this Agreement.  You acknowledge that you have read this Agreement, understand it, and agree to be bound by its terms and conditions.

If the Software is for use outside the United States, you agree to comply fully with all relevant regulations of the United States Department of Commerce and with the United States Export Administration Act to insure that the Software is not exported in violation of United States law.

If any of the provisions, or portions thereof, of this License are invalid under any applicable statute or rule of law, they are to that extent to be deemed omitted.

This License shall be governed by the laws of the State of California without regard to the United Nations Convention on the International Sale of Goods.

You agree that this License is the complete and exclusive statement of the agreement between you and Gupta  which supersedes all proposals, oral or written, and all other communications between us relating to the subject matter of this License.  You agree that no modification to this Agreement or any of its terms may be made except by express written agreement with Gupta.  The waiver by either party of a breach of any term of this License shall not constitute a waiver of any subsequent breach of this License.




