OpenAccess™ Software Evaluation Order Form

Please tell us about yourself:

Salutation

First Name

Last Name

Title

What type of company do you work for?

 Commercial Software Vendor
 Corporate, End User, Government

What industry are you in?

Company Name

Address

Address

City

Country

-- USA Afghanistan Albania Algeria Andorra Angola Anguilla Antigua and Barbuda Argentina Armenia Aruba Australia Austria Azerbaijan Bahamas Bahrain Bangladesh Barbados Belarus Belgium Belize Benin Bermuda Bhutan Bolivia Bosnia and Herzegovina Botswana Brazil British Virgin Islands Brunei Darussalam Bulgaria Burkina Faso Burma Burundi Cambodia Cameroon Canada Cape Verde Cayman Islands Central African Republic Chad Chile China Colombia Costa Rica Croatia Cuba Cyprus Czech Republic Democratic Republic of the Congo Denmark Djibouti Dominica Dominican Republic East Timor Ecuador Egypt El Salvador Eritrea Estonia Ethiopia Fiji Finland France Gabon Georgia Germany Ghana Greece Greenland Grenada Guadeloupe Guam Guatemala Guinea Guyana Haiti Honduras Hong Kong Hungary Iceland India Indonesia Iran Iraq Ireland Israel Italy Ivory Coast Jamaica Japan Jordan Kazakhstan Kenya Kuwait Kyrgyzstan Laos Latvia Lebanon Lesotho Liberia Libya Liechtenstein Lithuania Luxembourg Macau Macedonia Madagascar Malawi Malaysia Maldives Mali Malta Mauritania Mauritius Mexico Micronesia Moldova Monaco Mongolia Montserrat Morocco Mozambique Namibia Nauru Nepal Netherlands New Caledonia New Zealand Nicaragua Niger Nigeria Niue North Korea Norway Oman Pakistan Palau Panama Papua New Guinea Paraguay Peru Philippines Poland Portugal Puerto Rico Qatar Republic of the Congo Romania Russia Rwanda Saint Kitts and Nevis Saint Lucia Saudi Arabia Senegal Serbia and Montenegro Sierra Leone Singapore Slovakia Slovenia Somalia South Africa South Korea Spain Sri Lanka Sudan Suriname Swaziland Sweden Switzerland Syria Taiwan Tajikistan Tanzania Thailand Togo Tonga Trinidad and Tobago Tunisia Turkey Turkmenistan Turks and Caicos Islands Uganda Ukraine United Arab Emirates United Kingdom Uruguay Uzbekistan Vanuatu Venezuela Vietnam Western Sahara Western Samoa Yemen Yugoslavia Zambia Zimbabwe

State or Province

-- - - - USA - - - AK AL AR AZ CA CO CT DC DE FL GA HI IA ID IL IN KS KY LA MA MD ME MI MN MO MS MT NC ND NE NH NJ NM NV NY OH OK OR PA RI SC SD TN TX UT VA VT WA WI WV WY - - - Argentina - - - Buenos Aires Capital Federal Catamarca Chaco Chubut Cordoba Corrientes Entre Rios Formosa Jujuy La Pampa La Rioja Mendoza Misiones Neuquen Rio Negro Salta San Juan San Luis Santa Cruz Santa Fe Santiago del Estero Tierra del Fuego Tucuman - - - Australia - - - Australian Capital Territory New South Wales Northern Territory Queensland South Australia Tasmania Victoria Western Australia - - - Brazil - - - Acre Alagoas Amapá Amazonas Bahia Ceará Distrito Federal Espirito Santo Goiás Maranhão Mato Grosso Mato Grosso do Sul Minas Gerais Pará Paraíba Pernambuco Piauí Paraná Rio de Janeiro Rio Grande do Norte Rôndonia Roraima Rio Grande do Sul Santa Catarina São Paulo Sergipe Tocantins - - - Canada - - - Alberta British Columbia Manitoba New Brunswick Newfoundland and Labrador Northwest Territories Nova Scotia Nunavut Ontario Prince Edward Island Quebec Saskatchewan Yukon - - - Ecuador - - - Azuay Bolivar Canar Carchi Chimborazo Cotopaxi El Oro Esmeraldas Guayas Imbabura Loja Los Rios Manabi Morona-Santiago Napo Orellana Pastaza Pichincha Sucumbios Tungurahua Zamora-Chinchipe - - - Japan - - - Aichi Akita Aomori Chiba Ehime Fukui Fukuoka Fukushima Gifu Gumma Hiroshima Hokkaido Hyogo Ibaraki Ishikawa Iwate Kagawa Kagoshima Kanagawa Kochi Kumamoto Kyoto Mie Miyagi Miyazaki Nagano Nagasaki Nara Niigata Oita Okayama Okinawa Osaka Saga Saitama Shiga Shimane Shizuoka Tochigi Tokushima Tokyo Tottori Toyama Wakayama Yamagata Yamaguchi Yamanashi - - - Mexico - - - AGS BC BCS CAMPEC CHIH CHIS COAH COL DF DGO GRO GTO HGO JAL MEX MICH MOR NAY NL OAX PUE QRO QUINTA SIN SLP SON TAB TAM TLAX VER YUC ZAC - - - Peru - - - Amazonas Ancash Apurimac Arequipa Ayacucho Cajamarca Callao Cusco Huancavelica Huanuco Ica Junin La Libertad Lambayeque LIMA Loreto Madre de Dios Moquegua Pasco Piura Puno San Martin Tacna Tumbes Ucayali - - - UK - - - Aberdeenshire Avon Ayrshire Bedfordshire Berkshire Buckinghamshire Cambridgeshire Carmarthenshire Channel Islands Cheshire Cleveland Clwyd Cornwall County Durham Cumbria Denbighshire Derbyshire Devon Dorset Dyfed East Lothian East Sussex Essex Fife Gloucestershire Grampian Greater Manchester Guernsey Gwent Gwynedd Hampshire Herefordshire Hertfordshire Humberside Invernesshire Isle of Man Isle of Wight Jersey Kent Lanarkshire Lancashire Leicestershire Lincolnshire Merseyside Mid-Glamorgan Middlesex Monmouthshire Norfolk North East Somerset North Yorkshire Northamptonshire Northern Ireland Northumberland Nottinghamshire Oxfordshire Powys Renfrewshire Rosshire Scotland Shropshire Somerset South Glamorgan South Gloucestershire South Yorkshire Staffordshire Stirlingshire Suffolk Surrey Tyne & Wear Wales Warwickshire West Glamorgan West Lothian West Midlands West Sussex West Yorkshire Wiltshire Worcester
(required only for applicable countries)

Postal Code

Telephone

E-mail

Please tell us about your application:

IMPORTANT: Read this agreement carefully. It constitutes a binding agreement between you ("evaluator" or "you") and DataDirect Technologies, an operating company of Progress Software Corporation ("DataDirect" or "licensor"). By downloading the software (as defined below), you agree to the terms of this agreement. This agreement supersedes and replaces the end-user license agreement appearing during the installation of the product or otherwise included in the product.

END USER PRODUCT LICENSE AGREEMENT (“AGREEMENT”) IMPORTANT: CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS BEFORE DOWNLOADING (IF APPLICABLE), INSTALLING OR USING THE PRODUCT(S) AND DOCUMENTATION ACCOMPANYING THIS AGREEMENT. BY CLICKING ON THE ‘ACCEPT’ OR ‘YES’ BUTTON, 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). DATADIRECT TECHNOLOGIES, AN OPERATING COMPANY OF PROGRESS SOFTWARE CORPORATION (HEREINAFTER “DATADIRECT”) IS ONLY WILLING TO PROVIDE THE PRODUCT(S) AND DOCUMENTATION TO YOU UNDER THESE TERMS AND CONDITIONS. YOUR ACT OF CLICKING ON THE ‘ACCEPT’ OR ‘YES’ BUTTON AND/OR ANY USE BY YOU OF THE PRODUCT(S) AND/OR DOCUMENTATION WILL SIGNIFY YOUR AGREEMENT TO BE BOUND BY THESE TERMS AND CONDITIONS. IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT, CLICK THE ‘DO NOT ACCEPT’ OR ‘NO’ BUTTON, DO NOT PROCEED WITH THE DOWNLOAD (IF APPLICABLE) OR INSTALLATION OF THE PRODUCT(S), AND IF THE PRODUCT(S) AND DOCUMENTATION HAVE BEEN DELIVERED TO YOU, PROMPTLY RETURN THEM TO DATADIRECT OR THE DISTRIBUTOR OR SUPPLIER FROM WHICH IT WAS ACQUIRED (IF APPLICABLE) FOR A FULL REFUND. THE TERM “PROMPTLY” AS USED HEREIN SHALL MEAN NO LATER THAN SIXTY (60) DAYS FOLLOWING THE DELIVERY OF THE PRODUCT(S) AND DOCUMENTATION TO YOU. 1. Grant and Scope of License. 1.1 Subject to the terms and conditions contained herein, DataDirect grants to you (“User”) a non-exclusive, non-transferable, limited license to use the computer program(s) (individually referred to herein as “Product” or collectively as “Products”) for which valid license keys have been issued by DataDirect or its licensors or expressly identified in an order letter, license certificate or other document in written or electronic form provided by DataDirect or its licensors (an “Order Letter”) and related manuals in written or electronic form (“Documentation”). User’s use of the Products shall be limited to internal use and all such use shall be in accordance with the provisions and limitations set forth in Exhibit A to this Agreement and the Order Letter. The Products may include code to verify that User has not exceeded the license keys issued by DataDirect (the “Runtime License Checker”) and in the event that the Runtime License Checker determines that User has exceeded its license the Products may cease to operate. DataDirect reserves all rights not expressly granted to User in this Agreement. 1.2 User may not transfer, sell, assign or otherwise convey this Agreement or the Products, by operation of law or otherwise, to any other party. User may not sell, rent, license, or grant sublicenses, leases, or other rights in the Products to others or otherwise allow the Products to be accessed by another party. User shall have no right to use the Products to provide time sharing services or act as or operate a service bureau or provide subscription or hosting services for others, nor to use the Products in or with any software application that is made available on a time sharing, service bureau, subscription or hosting basis. User may not use the Products to develop, test, support or market products that are competitive with and/or provide similar functionality to the Products. This Agreement automatically terminates if User novates, assigns, sells, rents, licenses, grants, sublicenses, leases or otherwise transfers possession of any copy of the Products or Product Updates to another party or purports to do the same. 1.3 For purposes of this Agreement a “Product Update” shall mean any update, patch, version and/or new release of or to the Product that DataDirect furnishes generally to its customers who are on support in accordance with DataDirect’s then current support policies and fee requirements. A Product Update replaces part or all of a Product or Product Update previously licensed to User 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. 1.4 User agrees to pay the applicable end user license fees, as well as any applicable transportation charges and any value-added taxes or other applicable taxes, tariffs or withholding taxes which the relevant authorities require to pay, within thirty (30) days of date of invoice. 1.5 The term of this Agreement and User’s license hereunder shall be perpetual (unless otherwise specified), subject to termination in accordance with the provisions of Section 2.2 below. The License Model (as defined in Exhibit A) shall be in accordance with the terms of the Order Letter or the license key issued for the product. 2. DataDirect’s Rights. 2.1 The Products are proprietary products of DataDirect or its licensors (if any), and are protected by intellectual property law. By virtue of this Agreement, User acquires only the non-exclusive right to use the Products and does not acquire any rights of ownership or other right in the Products, Documentation or the media upon which they are embodied. DataDirect or its licensors (if any) shall at all times retain all right, title, and interest in the Products, Documentation and media. Except as otherwise expressly provided for in this Agreement, User acquires no rights of any kind in or to any trade name, logo, or trademark of DataDirect or DataDirect’s affiliated companies or licensors, or any product designation under which the Products were or are marketed and shall not make use of the same for any reason except as expressly authorized by this Agreement or otherwise authorized in writing by DataDirect. 2.2 DataDirect may terminate this Agreement by written notice if User materially defaults in the performance of any provision of this Agreement and fails to cure such default to the satisfaction of DataDirect within thirty (30) calendar days after receipt of notice of the default from DataDirect. This remedy shall not be exclusive and shall be in addition to any other remedies which DataDirect may have under this Agreement or otherwise. Within five (5) days after termination of this Agreement for any reason or expiration of the term of this Agreement (if applicable), User will return to DataDirect or destroy all copies of the Products and certify in writing to such return or destruction of all copies of the Products. 3. Non-Disclosure; Copies; Alterations. User acknowledges that the Products are the valuable proprietary and trade secret information of DataDirect or its licensors (if any). User shall (i) limit use and disclosure of the Products to its employees and to its consultants who agree to be bound by the terms of this Agreement; (ii) not provide or disclose any of the Products to any other party without the prior written consent of DataDirect; and (iii) take all reasonable precautions to maintain the confidentiality of the Products. User agrees, under penalty of license termination but not exclusive of any other remedies, not to cause or permit the reverse engineering, modification, decryption, extraction, disassembly, copying, or decompilation of the Product(s) (except as permitted by applicable law). User may copy the Product(s) only for archival purposes. User may copy the Documentation (in electronic format) solely for the purpose of facilitating User’s use of the Product(s) in accordance with, and subject to, the terms and conditions of this Agreement. User may not copy nor allow others to copy the Products or any Product Update, or any portion thereof, for any purpose other than expressly set forth herein. User agrees not to remove any product identification, copyright notices, or other notices or proprietary restrictions from the Products and may not disclose any information regarding any benchmark or similar tests of the Product to any third party. 4. Limited Warranty and Disclaimers. DataDirect warrants that for a period of thirty (30) days from User’s purchase of the license to use the Products (“Warranty Period”), that the Product media will not be defective and that the copy of the Product delivered to you conforms in all material respects to the Documentation. As the sole and exclusive remedy for defective media, DataDirect will repair or replace free of charge such defective media during the Warranty Period provided such defective media is returned to DataDirect or its supplier within the Warranty Period. As the sole and exclusive remedy for any failure of the Product to materially conform to the Documentation, DataDirect shall repair, replace, or correct the Product if such failure is reported during the Warranty Period or, if DataDirect, at its discretion, reasonably determines that such remedy is not economically or technically feasible, this Agreement, and User’s license hereunder, will terminate and DataDirect or its supplier (as applicable) shall provide a full refund of the license fee paid with respect to the particular Product. This warranty does not cover defects due to accident, abuse, service or modification by User or any third party, or any other cause occurring after initial delivery of the Product to User. This warranty is made solely by DataDirect and not its third-party suppliers, as applicable. DataDirect warrants that it has the right to license the Products. DataDirect will defend User against any claim based on an allegation that a Product infringes a U.S. patent or copyright, but only if DataDirect is notified promptly in writing of such claim and is given sole control of the defense thereof and all settlement negotiations relating thereto. Notwithstanding the foregoing, DataDirect shall not be liable to User 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 THE ENTIRE WARRANTIES AND REPRESENTATIONS PROVIDED BY DATADIRECT TO USER WITH RESPECT TO THE PRODUCTS. SUCH LIMITED WARRANTY IS PROVIDED SOLELY BY DATADIRECT AND NOT DATADIRECT’S LICENSORS. EXCEPT FOR THE LIMITED WARRANTY PROVIDED SOLELY BY DATADIRECT TO USER PURSUANT TO THIS SECTION 4, NEITHER DATADIRECT NOR ITS LICENSORS, NOR ANY OF THEIR RESPECTIVE SUPPLIERS, MAKE ANY EXPRESS WARRANTIES OR REPRESENTATIONS RELATING TO THE PRODUCTS 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, WITH RESPECT TO THE PRODUCTS AND ANY SERVICES RELATED THERETO. Without limiting the scope of the disclaimers set forth herein, DataDirect, for example, does not warrant that errors cannot arise during the use of the Product(s). Further, the Product(s) are not fault tolerant and are not designed, manufactured or intended for use in hazardous environments requiring fail-safe performance (including, without limitation, the design, construction, operation or maintenance of any nuclear facility; direct life support machines; weapon systems; or control of aircraft, air traffic, aircraft navigation or aircraft communications), in which the failure of the Product(s) could lead directly or indirectly to death, personal injury or severe physical or environmental damage. Without limiting the scope of the disclaimers set forth herein, DataDirect for itself and on behalf of its licensors and their respective suppliers, disclaims any express or implied warranty of fitness for any such high risk uses. 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 ON HOW LONG ANY IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY. 5. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE LIABILITY OF DATADIRECT, IF ANY, FOR DAMAGES RELATING TO ANY PRODUCTS AND/OR SERVICES SHALL BE LIMITED TO THE ACTUAL AMOUNTS PAID BY USER FOR SUCH PRODUCTS AND/OR SERVICES. DATADIRECT’S LICENSORS AND THEIR SUPPLIERS SHALL HAVE NO LIABILITY TO USER FOR ANY DAMAGES SUFFERED BY USER OR ANY THIRD PARTY AS A RESULT OF USING THE PRODUCTS, OR ANY PORTION THEREOF, OR AS A RESULT OF ANY SERVICES RELATING THERETO. NOTWITHSTANDING THE FOREGOING, IN NO EVENT SHALL DATADIRECT, 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 DATADIRECT, 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 Regulations. The Products, including technical data, are subject to U.S. export control laws, including, without limitation, the U.S. Export Administration Act and its associated regulations, and may be subject to export or import regulations in other countries. User shall not directly or indirectly export or re-export the Products, or the direct product thereof, without first obtaining DataDirect’s written approval. User agrees to comply strictly with all regulations and acknowledges that it has the responsibility to obtain licenses to export, re-export or import the Products. The Products may not be downloaded, or otherwise exported or re-exported (i) into, or to a national or resident of, Cuba, Iraq, Iran, North Korea, Libya, Sudan, Syria, Taliban and areas of Afghanistan controlled by the Taliban, or any country to which the U.S. has embargoed goods; or (ii) to anyone on the U.S. Treasury Department’s list of Specially Designated Nations or the U.S. Commerce Department’s Table of Denial Orders as amended from time to time. 7. U.S. Government Restricted Rights. If the Products are being acquired by or on behalf of the U.S. Government or by a U.S. Government prime contractor or subcontractor (at any tier), then the U.S. Government’s rights in the Products will be only as set forth herein. Each such 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 this Product only with those rights set forth in the license agreement accompanying the Product. Contractor/manufacturer is DataDirect Technologies, an operating company of Progress Software Corporation, 14 Oak Park, Bedford, MA 01730. Unpublished – all rights reserved under the copyright laws of the United States. 8. Records Inspection and Auditing of Usage. User shall maintain books and records in connection with User’s actions under this Agreement. Such records shall include at a minimum the number of licenses purchased and being used by User. Upon the request of DataDirect, User agrees to provide a declaration signed by an authorized representative certifying as to the actual number of units (for example users, servers, CPUs per server, connections, or operating systems, as applicable and as defined in Exhibit A) of the Product(s) currently in use by User. DataDirect may, at its expense: (a) have DataDirect or a third party audit the records of User to ensure compliance with the terms of this Agreement, (b) bundle, install, enable and utilize automated license tracking, management, and/or enforcement solutions with the Products, which User may not disrupt nor alter, (c) require User to demonstrate the accuracy of the records referenced herein, (d) visit the premises of User and inspect User’s use of the Product(s) and (e) evaluate User’s network monitoring software or monitoring capabilities to confirm that it adequately protects against User’s breach of the provisions of this Agreement and the license granted hereunder. All audits shall be conducted during regular business hours at User’s offices and shall not interfere unreasonably with User’s activities. If any audit reveals that User has underpaid license and/or support fees to DataDirect, User shall be invoiced for such underpaid license and/or support fees based on DataDirect’s list price in effect at the time the audit is conducted. If the underpaid license and/or support fees are in excess of five percent (5%) of the license fees previously paid by User, then User shall pay DataDirect’s reasonable costs of conducting the audit and enforcement of this Agreement. 9. Support. If DataDirect offers support and User orders and pays for such support, it shall be provided in accordance with DataDirect’s then current technical support policies. 10. Miscellaneous. THIS AGREEMENT, INCLUDING ANY EXHIBITS, SCHEDULES, AND/OR ORDER LETTERS EXPRESSLY REFERENCED HEREIN, CONSTITUTES THE COMPLETE AGREEMENT BETWEEN THE PARTIES WITH RESPECT TO THE PRODUCTS AND, EXCEPT AS OTHERWISE EXPRESSLY STATED IN THIS SECTION 10, SUPERCEDES ANY OTHER AGREEMENT, COMMUNICATION OR ADVERTISING, ORAL OR WRITTEN, WITH RESPECT TO THE PRODUCTS. To the extent there are any terms and conditions contained in User’s purchase order or other documentation supplied by User (“User Documents”), the terms and conditions contained in the User Documents shall be deemed to be stricken and the terms and conditions of this Agreement shall govern. In the event of a conflict between the provisions of this Agreement and the specific provisions set forth in an Order Letter, the provisions of the Order Letter shall control. 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, national 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 the Products are acquired outside the United States and local law is required, such local law shall apply. If any provision of this Agreement is held to be unenforceable, such provision shall be limited, modified or severed as necessary to eliminate its unenforceability, and all other provisions shall remain unaffected. DataDirect’s failure to enforce any provision of this Agreement shall not be deemed a waiver of such provision. EXHIBIT A I) Definitions. a) “Authorized User” shall mean a single individual who has been designated to use the Product. b) “DataDirect OpenAccess Development Product(s)” shall mean the Product(s) (in object code form) specified in the Order Letter that consist of a software development toolkit (SDK) that may be used to develop a User Interface Provider. c) “DataDirect OpenAccess Runtime Components” shall mean runtime software components (in object code form) that are included in the DataDirect OpenAccess Development Product(s). d) “DataDirect OpenAccess Runtime Product(s)” shall mean the DataDirect OpenAccess Runtime Components (in object code form) specified in the Order Letter that may be used in connection with the deployment of the Custom Driver in an internal production environment. e) “User Interface Provider” shall mean the computer program code written by or for User that provides the interface between the DataDirect OpenAccess Runtime Components and User’s data source. f) “Custom Driver” is the data connectivity driver resulting from the use of the DataDirect OpenAccess Runtime Components in combination with the User Interface Provider. II) License Model for DataDirect OpenAccess Development Product: If the Product listed in the Order Letter is a DataDirect OpenAccess Development Product, the license grant specified in Section 1 of this Agreement is subject to the following use restrictions and additional limitations: a) Authorized User Basis. The DataDirect OpenAccess Development Product is licensed on an Authorized User basis, meaning that the DataDirect OpenAccess Development Product may be used on a single computing machine which may be accessed by the number of Authorized Users specified in the Order Letter. In no event shall the number of persons authorized to have access to the DataDirect OpenAccess Development Product exceed the number of Authorized Users identified in the Order Letter. The right to use the DataDirect OpenAccess Development Product is not based on concurrent users, but instead on an actual “Authorized User” basis. User must, upon request by DataDirect, identify each Authorized User who will have access to the DataDirect OpenAccess Development Product and provide that information to DataDirect. b) Development Use Restriction. The DataDirect OpenAccess Development Product may only be used on a single development computing machine for the purpose of developing a User Interface Provider. Except as expressly permitted pursuant to this Exhibit A, neither the DataDirect OpenAccess Development Product nor any part thereof may be (i) embedded in another software program or application or (ii) used in connection with the operation of a software program or application in a production environment. Any use by User of the DataDirect OpenAccess Runtime Components included in the DataDirect OpenAccess Development Product must be limited to use solely for the purpose of developing and testing the operation of the Custom Driver in a development environment, and under no circumstances may such DataDirect OpenAccess Runtime Components be used or deployed for productive use. User must purchase a separate deployment license for the DataDirect OpenAccess Runtime Product in order to use and deploy said DataDirect OpenAccess Runtime Components in a production environment. c) Operating Systems or Platforms. If the Order Letter specifies that User’s license to the DataDirect OpenAccess Development Product is limited to a specific Operating System (“OS”) or Platform, then, in addition to all other applicable usage restrictions set forth in this Exhibit A, User’s license to the DataDirect OpenAccess Development Product, and any part thereof (including, without limitation, the DataDirect OpenAccess Runtime Components contained therein) is subject to the additional restriction that it be used solely in conjunction with the specified OS or Platform. Use with any other OS or Platform is strictly prohibited. III) License Model for DataDirect OpenAccess Runtime Products: If the Product listed in the Order Letter is a DataDirect OpenAccess Runtime Product, then the license grant specified in Section 1 of this Agreement is subject to the following use restrictions and additional limitations: a) Runtime Deployment. User shall be permitted to make and deploy copies of the DataDirect OpenAccess Runtime Product strictly on an internal deployment basis for use in conjunction with the User Interface Provider to create a Custom Driver where such Custom Driver is used solely by User in an internal testing and/or production environment. If the DataDirect OpenAccess Runtime Product licensed to User is restricted to use for a specific application in accordance with Section IV.a below, then User’s use of the Custom Driver and DataDirect OpenAccess Runtime Product shall be limited to use in connection with the designated application. b) OS, Platform and/or Unit Restrictions. If the Order Letter specifies that User’s license to the DataDirect OpenAccess Runtime Product is subject to certain OS, Platform and/or unit quantity restrictions, including, but not limited to number of Servers, CPU’s, Authorized Users, or other unit measurement restrictions as may be specified in the Order Letter, then User’s use of the DataDirect OpenAccess Runtime Product shall be subject to compliance with such OS, Platorm and/or unit quantity restrictions. The term “Server” as used herein shall mean a logical computer with one or more CPU’s on which the DataDirect OpenAccess Runtime Product resides, along with the applications utilizing the DataDirect OpenAccess Runtime Product, and which can be accessed by other computers. The term “Server” includes, but is not limited to, web servers, batch servers and application servers. Servers utilizing dual core processing (or multiple core processing) or other multi processor technology shall have each core processor count as one (1) CPU. The term “CPU” means a single central processing unit on a computer. c) MVS or OS/390 Operating System Image Basis. If the Order Letter specifies that User’s license to the DataDirect OpenAccess Runtime Product is restricted to use on an MVS or OS/390 Operating System Image basis, then a license fee must be paid for the number of MVS or OS/390 Operating System Images where the DataDirect OpenAccess Runtime Product is installed. User shall identify the number of MVS or OS/390 Operating System Images where the DataDirect OpenAccess Runtime Product is installed and provide the information to DataDirect. d) Warranty Disclaimer. NOTHWITHSTANDING THE PROVISIONS OF SECTION 4 OF THE AGREEMENT, USER UNDERSTANDS AND ACKNOWLEDGES THAT THE DATADIRECT OPENACCESS RUNTIME COMPONENTS DEPLOYED BY USER IN CONJUNCTION WITH THE CUSTOM DRIVER ARE PROVIDED “AS-IS” WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED OR ARISING BY CUSTOM OR TRADE USAGE AND DATADIRECT SPECIFICALLY MAKES NO WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR ANY PARTICULAR PURPOSE OR NONINFRINGEMENT. IV) Other Restrictions: a) Application Specific. If the Order Letter lists a specific application authorized for use with the Product, or if User obtained the Product in conjunction with a software application provided by a third party, then, in addition to all other applicable usage restrictions set forth in this Exhibit A, the Product is licensed for use only with the designated software application. Use with any other application/product is strictly prohibited. b) Term. If the Order Letter specifies that User’s license to the Product is for a term (“Term”), then the term of this Agreement and User’s license to the Product, including any part thereof, shall expire on the expiration date stated in the Order Letter, unless sooner terminated in accordance with Section 2.2 of the Agreement. Upon completion of the Term, User shall return the Product licensed under the Order Letter and associated documentation and related information (including all copies) to DataDirect, or certify its destruction in a writing delivered to DataDirect. c) Evaluation. If the Product is licensed to User on an Evaluation basis, then the Product is licensed on an Authorized User basis for fifteen (15) days from download or receipt (as the case may be) unless a different term is listed in an Order Letter, subject to the additional restriction that it be used solely for evaluation of the Product and no portion of the Product or any software components generated with the use of the Product may be deployed for productive use. NOTWITHSTANDING THE PROVISIONS OF SECTION 4 OF THE AGREEMENT, USER UNDERSTANDS AND ACKNOWLEDGES THAT (i) PRODUCT LICENSED ON AN EVALUATION BASIS IS PROVIDED “AS-IS” WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED OR ARISING BY CUSTOM OR TRADE USAGE AND SPECIFICALLY MAKES NO WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR ANY PARTICULAR PURPOSE OR NONINFRINGEMENT AND (ii) THE EVALUATION VERSION OF THE PRODUCT CONTAINS A DISABLING DEVICE THAT WILL AUTOMATICALLY DISABLE THE EVALUATION VERSION AT THE END OF THE EVALUATION PERIOD. Pursuant to Section 2.2 of the Agreement, User acknowledges and agrees that within five (5) days after expiration of the term of the evaluation period or earlier termination, as the case may be, User will return to DataDirect or destroy all copies of the Products and certify in writing to such return or destruction of all copies of the Products. User further acknowledges and agrees that the evaluation period may not be extended by uninstalling and re-installing the Product or by any other means other than DataDirect’s written consent. d) DataDirect OpenAccess Development Product for ODBC and DataDirect OpenAccess Runtime Product for ODBC. If the Product listed in the Order Letter is the DataDirect OpenAccess Development Product for ODBC or the DataDirect OpenAccess Runtime Component for ODBC then the following shall 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 User’s permitted use of the various non-windows SDK components: User is not licensed to use the ODBC Core Components (hereinafter defined) other than with the Custom Driver created with the use of the DataDirect OpenAccess Development Product (“Permitted Driver”). Use of the ODBC Core Components with any ODBC drivers other than the Permitted Driver 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 User 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. DataDirect OpenAccess EULA Revised 05/18/07

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