ITTIA DB SQL DEVELOPMENT LICENSE AGREEMENT IMPORTANT

READ CAREFULLY BEFORE YOU INSTALL THE SOFTWARE MEDIA

PACKAGE(S). DO NOT OPEN THE PACKAGE(S) UNLESS YOU AGREE TO
BE BOUND BY THE TERMS OF THIS AGREEMENT.
ITTIA will not license you to use the software in the media
package(s) at standard pricing unless you agree to the terms
of this Agreement. If you do not accept the terms stated
below, promptly delete and destroy the package(s) and
accompanying materials.
GRANT OF LICENSE. On these terms and conditions, ITTIA
L.L.C, a Washington Limited Liability Company ("ITTIA")
grants you, our customer, ("LICENSEE"), a non-exclusive
license to develop with the Products according to the
following terms and conditions, including its Exhibit A
which you must acquire separately from ITTIA. The price of
this license is based, in part, upon the operating system
environment, hardware platform (including manufacturer,
series and model) and maximum number of developers specified
in the Exhibit A. Therefore, the Products may be used only
by the number of developers, in the operating system
environment(s) and upon the hardware platform(s) specified
in the Exhibit A which must be signed by LICENSEE and ITTIA.
Licenses for additional developers, different operating
systems or hardware platforms, even from the same hardware
manufacturer, must be separately purchased from ITTIA. You
may use the Products only on the number of Developer
declared in Exhibit A.
This is a legal Agreement between LICENSEE and ITTIA. BY
INSTALLING, COPYING, OR OTHERWISE USING THE PRODUCTS,
LICENSEE AGREES TO BE BOUND BY THE TERMS AND CONDITIONS OF
THIS LICENSE AGREEMENT. ITTIA does not agree to, or accept,
contrary terms in Purchase Orders or Sales Orders. LICENSEE
agrees to take reasonable measures to protect all
proprietary information and copyrights of ITTIA in regard to
the Products. Furthermore, LICENSEE is strictly prohibited
from disclosing licensed Products source, documentation, or
other proprietary information to any other parties, and from
commenting on Products performance, ease of use, or support
to any other parties, regardless of whether or not LICENSEE
modified the Products.
1. LICENSE TO DEVELOP PROGRAMS. ITTIA grants LICENSEE a
limited, non-exclusive, nonassignable, nontransferable right
to use ITTIA DB SQL in source code form (if supplied or in
LICENSEEs possession) and object code form and related
documentation, including any modifications made by ITTIA
from time to time ("Products"), to develop computer programs
in LICENSEEs compiled, linked, executable form ("Authorized
System"), provided the Authorized System does not offer to
constitute a database management product to commercially
compete with the Products.
2. LICENSE FOR A SPECIFIC OPERATING SYSTEM ENVIRONMENT AND
HARDWARE PLATFORM. The price of this license is based, in
part, upon the operating system environment and number of
programmer(s), any person capable of compiling, creating or
making changes to the Products or any component of the
Authorized System that interfaces with the Products
("Developer"), as specified in the Exhibit A.1.4. The
Products must be used in the operating system environment(s)
specified in Exhibit A.1.2. Licenses for additional
operating systems, even from the same hardware manufacturer,
and additional Developers must be separately purchased from
ITTIA. LICENSEE may use the Products only on the hardware
specified in Exhibit A.
3. LICENSE TO MODIFY SOURCE. LICENSEE may not modify and
compile the Products source code, if supplied, unless the
Grant of License include Products source code as may be
described in Exhibit A, provided that LICENSEE does not
delete copyright notices. Subject to this Agreement, all
modified versions are part of the licensed Products, and the
property of ITTIA. Copies of all modifications of, partial
replacements of, and extensions to, ITTIA source code must
be delivered to ITTIA upon completion of the development and
before deployment of Authorized System. ITTIA does not
support modified source code. If LICENSEE compiles the
source code for use with an operating system or hardware
platform other than that specified in Exhibit A, LICENSEE
must purchase another license from ITTIA for that operating
system or hardware platform. In the case of modification to
the source code, ITTIA copyright notice must be
conspicuously displayed.
4. DISTRIBUTION LICENSE. LICENSEE is required to obtain a
separate license to distribute an Authorized System that
includes the Products. Distribute means the reproduction
for installation, whether for commercial resale,
not-for-profit, internal use, or any other use other than to
provide technical support for the Authorized System.
5. OWNERSHIP AND COPYRIGHT. The Products are owned by ITTIA
and are protected by national copyright laws and
international treaty provisions. The Products contain
proprietary information. Therefore LICENSEE must protect
the Products like any other copyrighted material and keep
the source code in strict confidence, ensuring that anyone
with access to the Products refrains from unauthorized
reproduction, use or disclosure. LICENSEE may make one copy
solely for working, backup, or archival purposes. LICENSEE
may not copy the written materials accompanying the
Products.
6. TERM AND TERMINATION. This license shall commence as of
the date signed by LICENSEE and shall continue for one (1)
year. The License may be renewed by mutual written agreement
of the parties with terms and condition to be determined at
the time of any such renewal. This license will terminate
under any of the following conditions: (i) LICENSEE files a
bankruptcy petition or enters into an agreement to assign
its assets for the benefit of creditors, (ii) LICENSEE
violates its obligations as defined by this Agreement and
the failure has not been corrected within 30 days after
notification by ITTIA, (iii) LICENSEE does not pay the full
invoiced amount within 30 days past the NET payment terms
specified in the LICENSEEs purchase order to ITTIA, or (iv)
LICENSEE does not agree to an audit date within 30 days of
ITTIAs written notice of audit. If termination of this
license occurs, LICENSEE must cease all use of Products and
immediately return all Products. Furthermore, LICENSEE must
certify in writing to ITTIA that LICENSEE no longer
possesses or is using Products or documentation.
7. NO LIABILITY FOR CONSEQUENTIAL DAMAGES. IN NO EVENT
SHALL ITTIA BE LIABLE FOR ANY CONSEQUENTIAL DAMAGES WHATEVER
(INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS
PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS
INFORMATION, OR OTHER PECUNIARY LOSS) ARISING OUT OF THE USE
OF OR INABILITY TO USE THE PRODUCTS, WHETHER IN AN ACTION
BASED ON CONTRACT OR TORT, INCLUDING NEGLIGENCE OR STRICT
LIABILITY, EVEN IF ITTIA HAS BEEN ADVISED OF THE POSSIBILITY
OF SUCH DAMAGES. ITTIAS TOTAL LIABILITY IS LIMITED IN THE
AGGREGATE TO AMOUNTS PAID TO ITTIA FOR THE PRODUCTS UNDER
THIS AGREEMENT.
8. DISPUTES. The laws of the State of Washington, U.S.A.,
without regard to its conflicts of law rules, control this
Agreement. Disputes will be finally resolved in arbitration,
before one arbitrator, with at least 10 years of business
law experience, pursuant to UNCITRAL Rules of Arbitration
and conducted in Seattle, Washington, U.S.A. Any
intellectual property rights issues shall be brought before
the US Federal District Court for the Western District
Washington located in Seattle, Washington. The prevailing
party in any arbitration and/suite, including on appeal,
shall be entitled to all costs and reasonable attorneys
fees.
9. Export Restrictions. The Products is subject to United
States export laws and regulations. LICENSEE must comply
with all domestic and international export laws and
regulations that apply to the software.
10. MARKETING. LICENSEE agrees to permit ITTIA to disclose
and to discuss LICENSEEs use of Products as part of ITTIAs
marketing activities. 11. RIGHT OF AUDIT. ITTIA reserves
the right to authorize its independent auditors to inspect
the records of the LICENSEE with respect to limiting the use
of the Products to only the Authorized System and will be
given notice of the intended visit of ITTIAs auditors in
writing. The exact date of the visit shall be determined by
ITTIA and LICENSEE, but must occur within 30 days of the
notice to audit. Should LICENSEE be in violation of the
limited-use nature of this Agreement, LICENSEE is obligated
to pay for additional license fees and the entire cost of
the audit, including travel and subsistence cost of the
auditors. However, should LICENSEE be in compliance with
this Agreement, the entire cost of the audit will be paid by
ITTIA. LICENSEE shall not be required to divulge any company
proprietary information under this clause unless a
non-disclosure agreement is executed between ITTIA and any
third party auditors and LICENSEE.
ENTIRE AGREEMENT. This Agreement contains the entire
agreement between ITTIA and LICENSEE and there are no other
promises or conditions in any other oral or written
agreement.