IMPORTANT-READ CAREFULLY


LICENSE AGREEMENT FOR SYBASE(r) TOOLS PRODUCTS
UNITED STATES AND CANADA

YOU MAY USE THIS SOFTWARE PROGRAM ACQUIRED IN THE UNITED STATES AND CANADA ONLY IN ACCORDANCE WITH THIS LICENSE AGREEMENT (UNLESS YOU HAVE A SEPARATE SIGNED LICENSE AGREEMENT WITH SYBASE OR ONE OF ITS SUBSIDIARIES OR AUTHORIZED RESELLERS COVERING THIS SOFTWARE).  IF YOU ARE INSTALLING THIS SOFTWARE OUTSIDE THE UNITED STATES AND CANADA, THE APPLICABLE LICENSE AGREEMENT IS CONTAINED IN THE PRINTED BOOKLET CONTAINED IN THE PACKAGE WITH THIS PROGRAM, AND YOU SHOULD READ THE APPLICABLE LICENSE TERMS BEFORE CONTINUING.

YOU WILL BE ASKED TO ACCEPT THIS LICENSE AGREEMENT BEFORE YOU CONTINUE TO INSTALL THIS PROGRAM. YOU INDICATE YOUR ACCEPTANCE OF THIS LICENSE AGREEMENT BY CLICKING "YES" BELOW.  IF YOU HAVE ALREADY SIGNED A LICENSE AGREEMENT COVERING THIS SOFTWARE, YOU SHOULD CLICK "YES", BUT THE APPLICABLE LICENSE TERMS WILL REMAIN THOSE SET FORTH IN AN EXISTING SIGNED LICENSE AGREEMENT COVERING THIS SOFTWARE AND SHALL NOT BE MODIFIED OR SUPERSEDED BY THESE TERMS.  IF YOU DO NOT AGREE WITH THESE TERMS, YOU SHOULD PROMPTLY RETURN THE COMPLETE PACKAGE (INCLUDING ALL PRODUCT CONTENTS) WITH YOUR RECEIPT OR OTHER PROOF OF PURCHASE TO SYBASE FOR A REFUND.

LICENSE AGREEMENTS FOR XERCES-C++  PARSER SOFTWARE 
XERCES-C++ PARSER SOFTWARE FROM APACHE SOFTWARE FOUNDATION IS DISTRIBUTED IN CONJUNCTION WITH THIS SOFTWARE PROGRAM AND IS LICENSED TO YOU UNDER THE TERMS OF THE APACHE SOFTWARE LICENSE AGREEMENT AND THE IBM PUBLIC LICENSE AGREEMENT (TOGETHER "OPEN SOURCE AGREEMENTS") WHICH ARE AVAILABLE IN THE "SOURCES\Xerces-C_1_5_0" DIRECTORY.  BY USING THE XERCES-C++ PARSER SOFTWARE YOU AGREE TO THE TERMS OF THE OPEN SOURCE AGREEMENTS. IN ADDITION, THE XERCES-C++  PARSER SOFTWARE IS SUBJECT TO THE DISCLAIMERS AND LIMITATIONS SET FORTH BELOW. 

(THIS IS A LICENSE AND NOT A SALE)

PRODUCT SPECIFIC TERMS

1.	DEFINITIONS. A "Seat" is a specific, identifiable, unique accessor of information such as a terminal, PC, single-user workstation, or real-time device. Use of software or hardware which reduces the number of Seats directly accessing the Programs (sometimes called "multiplexing" or "pooling") does not reduce the number of Seats required to be licensed, but rather the number of licensed Seats must include the number of distinct inputs to the multiplexing software or hardware. A "Named User" is a specific named person licensed to use a Program. The "Programs" means the Sybase software programs designated in the accompanying package or your accepted order(s) and supplied together with this license agreement. Although the program media may contain other software products, you are hereby licensed to install and use only such designated Programs.

2.	LICENSE. You may use solely for your internal business purposes one copy of the enclosed Programs (and accompanying documentation). Each copy may only be used either on one Seat or by one Named User (who may copy and use such Program on more than one computer). The Programs may not be sold, assigned, or otherwise conveyed (whether by operation of law or otherwise) to another party without Sybase's prior written consent. However, the Programs may be transferred on a permanent basis provided you transfer this Agreement, the Programs, and all documentation, retain no copies and the recipient agrees to the terms of this Agreement. If any Program is an update version, any transfer must include the update and all prior versions. 
THERE MAY BE ADDITIONAL RIGHTS AND RESTRICTIONS SPECIFIC TO CERTAIN PROGRAMS SET FORTH BELOW OR IN "PRODUCT SPECIFIC LICENSE TERMS" CARDS ACCOMPANYING THIS AGREEMENT WHICH ARE HEREBY INCORPORATED INTO THIS AGREEMENT.

	Distributable Files. By distributing any Distributable Files (as permitted pursuant to any applicable Product Specific License Terms) to third parties, you agree to indemnify, hold harmless, and defend Sybase, its subsidiaries, and suppliers from and against any third-party claims, including court costs and reasonable fees of attorneys and expert witnesses, arising from the use or distribution of your software including the Distributable Files. You shall include Sybase's copyright notice (and the copyright notices of Sybase's suppliers if required by the documentation) on all copies of the Distributable Files.

	InfoMaker(r). If you have purchased multiple licenses of InfoMaker for use on a network server, then at any one time you may have as many Seats using InfoMaker as you have purchased licenses. InfoMaker is being used if it is loaded on a Seat, whether or not InfoMaker is actually being utilized. You must have a reasonable mechanism in place to assure that the number of Seats using InfoMaker at any one time does not exceed the number licensed. If InfoMaker is included with any Program licensed hereunder, such copy of InfoMaker may only be used with such Program and its use is limited to the computer on which such copy of the Program is being used. 

	Database Products. If any Program licensed hereunder includes SQL Anywhere(tm), Adaptive Server(tm) Anywhere, Sybase SQL Server(tm) or Adaptive Server Enterprise, such copy of SQL Anywhere, Adaptive Server Anywhere, Sybase SQL Server, or Adaptive Server Enterprise may only be used with such Program and its use is limited to the computer on which such copy of the Program is being used.

	Third-Party Products. Third-party products which are supplied with the Programs and are accompanied by a license agreement from the supplier are provided subject to such supplier license agreement and the terms of this Sybase license agreement shall not apply to such third-party products. Sybase provides such third-party products "AS IS" without any warranties of any kind. Sybase shall not be obligated to provide any support or error correction services for such third-party products. Any support or warranty service for such third-party products is provided by the third-party supplier.

	Documentation Software. You may not copy Infobase ("Documentation Software") or any documentation accompanying the Programs.

3.	LIMITED WARRANTY TERM. Ninety (90) days from the date of shipment of the Programs to you.

4.	COPY RESTRICTIONS AND OTHER RESTRICTIONS. You may not copy the Programs except (a) to make a reasonable number of copies for inactive backup or archival purposes, and (b) as specifically authorized in this Agreement. You may make one (1) copy of the written materials and manuals accompanying the Programs ("Documentation") for your own use. You may not modify, reverse engineer, decompile, or disassemble the Programs (except to the extent applicable laws specifically prohibit such restriction and except as specifically permitted in the documentation). If any copy of the Program licensed hereunder includes more than one component program, use of all components of the Program is limited to the same Seat or Named User. Transfer of a Program outside the country in which it was originally delivered to you is not permitted without Sybase's prior written consent and is subject to compliance with all applicable export restrictions. You may not use the Programs for timesharing, rental, or service bureau purposes. You shall not remove any copyright notices or other proprietary notices from the Programs and you must reproduce such notices on all copies or extracts of the Programs. Results of benchmark or other performance tests run on the Programs may not be disclosed to any third party without Sybase's prior written consent. Upon reasonable notice to you, Sybase may audit the number of copies of the Programs in use by you and the number of Seats or Named Users using the Programs.


GENERAL TERMS AND CONDITIONS

5.	COPYRIGHT AND OWNERSHIP. The Programs are owned by Sybase, its subsidiaries, or their suppliers and are protected by copyright laws and international treaty provisions. You acquire only the non-exclusive right to use the Programs as permitted herein and do not acquire any rights of ownership in the Programs.

6.	SUPPORT. This Agreement does not entitle you to any maintenance or new versions of the Programs, which new versions must be separately licensed unless you have purchased a support plan which entitles you to such new versions. Any such new versions licensed shall upon use replace any earlier versions and shall be governed by the terms of this License Agreement. You may purchase support at the rates described in Sybase's then-current price list. If you purchase support for any Program in use on a computer or in a network, you must purchase the same level of support for all copies of such Program in use on such computer or network. Provided that you are then subscribing to support for the Programs, are entitled to maintenance or new versions of the Programs, and are current in your payment of support fees, you may transfer a Program to a different operating system subject to Sybase transfer policies and payment of all applicable fees, as specified in Sybase's then-current price list.

7.	U.S. GOVERNMENT RESTRICTED RIGHTS. The Programs are Commercial Computer Software. Use, duplication, and disclosure of the Programs and documentation by the U.S. Government is subject to restrictions set forth in this license or in a written agreement specifying the Government's right to use the Programs. Sybase reserves all unpublished rights under U.S. copyright laws.

8.	FEES. The license fees and support fees for the Programs are due and payable within thirty (30) days after the invoice date if you have acquired the Programs directly from Sybase; otherwise, such fees are payable in accordance with the reseller's policies. You shall pay all applicable shipping charges, and sales, use, personal property, or similar taxes, tariffs, or governmental charges, exclusive of Sybase's or its reseller's net income and corporate franchise taxes.

9.	TERMINATION. Either party may terminate this Agreement if the other party breaches any of its obligations hereunder and such breach is not cured within thirty (30) days after written notice. Upon termination, you shall cease using the Programs and shall return to Sybase all copies of the Programs and Documentation in any form.

10.	LIMITED WARRANTY. For the period set forth in Section 3 above, Sybase warrants that the Programs, when properly used, will operate in all material respects in conformity with Sybase's published specifications for such version, and the Program media shall be free of defects. In the event of a non-conforming Program or defective media, your sole remedy, at Sybase's option, shall be replacement of the defective Program or a refund of the license fees paid for the affected Program. The Documentation Software is provided AS IS, without any warranty whatsoever. This limited warranty gives you specific legal rights. You may have other rights, which vary among jurisdictions. Some jurisdictions do not allow limitation on the duration of implied warranties so the above limitation may not apply to you.

SYBASE DISCLAIMS ALL OTHER WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABLE QUALITY, NONINFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE, AND WHETHER ARISING BY STATUTE OR IN LAW OR AS A RESULT OF A COURSE OF DEALING OR USAGE OF TRADE, WITH RESPECT TO THE PROGRAMS, DOCUMENTATION, SUPPORT, OR OTHER SERVICES RELATED TO THE PROGRAMS. NO WARRANTY IS MADE REGARDING THE RESULTS OF ANY PROGRAM OR SERVICES OR THAT ALL ERRORS IN THE PROGRAMS WILL BE CORRECTED, OR THAT THE PROGRAMS' FUNCTIONALITY WILL MEET YOUR REQUIREMENTS. YOU ACKNOWLEDGE YOUR RESPONSIBILITY TO (i) REGULARLY BACK UP DATA MAINTAINED ON ANY COMPUTER SYSTEM USING THE PROGRAMS AND (ii) ADEQUATELY TEST PRIOR TO DEPLOYMENT EACH PRODUCTION VERSION OF THE PROGRAMS IN A CONFIGURATION WHICH REASONABLY SIMULATES YOUR PLANNED PRODUCTION ENVIRONMENT. 

11.	LIMITATION ON LIABILITY. SYBASE'S LICENSORS SHALL NOT BE LIABLE FOR DIRECT DAMAGES, AND NEITHER SYBASE, ITS SUBSIDIARIES, NOR ANY OF ITS LICENSORS SHALL BE LIABLE FOR ANY LOSS OR INACCURACY OF DATA, LOSS OF PROFITS, OR INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SYBASE'S AND ITS SUBSIDIARIES' TOTAL LIABILITY, IF ANY, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR YOUR USE OF THE PROGRAMS OR RELATED SERVICES SHALL NOT EXCEED THE FEES PAID BY YOU FOR THE PROGRAMS OR SERVICE(S) GIVING RISE TO THE CLAIM. THE FOREGOING RESTRICTIONS, DISCLAIMERS, AND LIMITATIONS SHALL APPLY AND REMAIN IN FORCE EVEN IN THE EVENT OF A BREACH BY SYBASE HEREUNDER OF A CONDITION OR FUNDAMENTAL TERM HEREUNDER, OR IN THE EVENT OF A BREACH WHICH CONSTITUTES A FUNDAMENTAL BREACH. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

12.	HIGH-RISK ACTIVITIES. The Programs are not fault-tolerant and are not designed, manufactured, or intended for use or resale in the online control of nuclear facilities, aircraft navigation or communication systems, air traffic control, direct life support machines, or weapons systems, in which the failure of the Programs could lead directly to death, personal injury, or severe physical or environmental damage ("High-Risk Activities"). Sybase and its suppliers specifically disclaim any express or implied warranty of fitness for High-Risk Activities.

13. 	GOVERNING LAW; COMPLETE AGREEMENT. THIS AGREEMENT CONSTITUTES THE COMPLETE AGREEMENT BETWEEN THE PARTIES WITH RESPECT TO THE PROGRAMS AND IS GOVERNED BY THE LAWS OF THE STATE OF CALIFORNIA (OTHER THAN CONFLICT OF LAW PROVISIONS) IF YOU ARE LOCATED IN THE UNITED STATES, AND BY THE LAWS OF THE PROVINCE OF ONTARIO (OTHER THAN CONFLICT OF LAW PROVISIONS) IF YOU ARE LOCATED IN CANADA. It shall not be governed by the United Nations Convention on the International Sale of Goods, the application of which is expressly excluded. The terms of this Agreement supersede the terms of any purchase order, order letter, or other document issued or signed by you to authorize your license of the Programs. 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. The failure or delay of either party to exercise any of its rights shall not be deemed a waiver thereof and no waiver by either party of any breach of this Agreement shall constitute a waiver of any other or subsequent breach.

If you have any questions regarding this Agreement, write to:
Sybase, Inc.
Contracts Department
6475 Christie Avenue
Emeryville, California 94608
USA

14. 	TRANSLATION. The parties have requested that this Agreement and all documents contemplated hereby be drawn up in English. Les parties aux prsentes ont exig que cette entente et tous autres documents envisags par les prsentes soient rdigs en anglais.

15. XERCES-C++  PARSER SOFTWARE. 

15.1. XERCES-C++  PARSER software from Apache Software Foundation is distributed in conjunction with the Programs and is licensed to you under the terms of the Apache Software License agreement and the IBM Public License agreement (together "Open Source Agreement(s)") which are available in the "Sources\Xerces-C_1_5_0" directory.  The Programs are  not a Contribution  as such is defined in the Open Source Agreement and are not governed by the terms of the Open Source Agreements. 

15.2. The XERCES-C++  PARSER software distributed in conjunction with the Programs is provided to you "AS IS". WITH RESPECT TO THE XERCES-C++  PARSER SOFTWARE, SYBASE AND ITS LICENSORS DISCLAIM ALL WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABLE QUALITY, NONINFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE, AND WHETHER ARISING BY STATUTE OR IN LAW OR AS A RESULT OF A COURSE OF DEALING OR USAGE OF TRADE. 

15.3. SYBASE, ITS SUBSIDIARIES AND ITS LICENSORS SHALL NOT BE LIABLE FOR ANY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DIRECT DAMAGES, ANY LOSS OR INACCURACY OF DATA, LOSS OF PROFITS OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THE XERCES-C++  PARSER SOFTWARE. IN THE EVENT OF ANY FAILURE OF THE FOREGOING, IN NO EVENT  WILL DAMAGES AGAINST SYBASE OR ITS LICENSORS EXCEED THE AMOUNT OF LICENSE FEES PAID BY YOU FOR THE PROGRAMS.   

15.4  The source code for the XERCES-C++  PARSER software licensed from Apache Software Foundation is available in the "Sources\Xerces-C_1_5_0" directory and is licensed to you under the terms and conditions of the Open Source Agreement(s) included therein.

Copyright (c) 2000 Sybase, Inc. All rights reserved. Unpublished rights reserved under U.S. copyright laws. Sybase, the Sybase logo, InfoMaker, SQL Anywhere, and Adaptive Server are trademarks of Sybase, Inc. All other trademarks are property of their respective owners. (r) indicates registration in the United States of America. 
