Pervasive Software Inc. Pervasive.SQL License Agreement (Workstation/Workgroup Edition)
IMPORTANT:  DO NOT INSTALL THE ENCLOSED SOFTWARE UNTIL YOU HAVE READ THIS LICENSE AGREEMENT.  BY INSTALLING THE SOFTWARE, OR AUTHORIZING ANY OTHER PERSON TO DO SO, YOU, AND SUCH OTHER PERSON, IF APPLICABLE, ACCEPT THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT.  IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENSE AGREEMENT, RETURN THE ENTIRE PACKAGE WITHIN TEN DAYS OF PURCHASE FOR A REFUND.


1. DEFINITIONS.

1.1 "Pervasive" means Pervasive Software Inc., a Delaware corporation, 12365 Riata Trace Parkway, Building II, Austin, Texas (U.S.A.) 78727.
1.2 "You" or "Your Company" means the person or business entity which is licensing the Software pursuant to this Agreement.
1.3 "Software" means all of the software You or Your Company have received from Pervasive with this License.
1.4 "Terminal" means any device capable of running, accessing or interacting with the Software.
1.5 "Documentation" means the manuals and any other printed material provided by Pervasive with the Software.
1.6 "License" means the license purchased and granted pursuant to this Agreement.
1.7 "Effective Date" means the date on which the Software was licensed by You or Your Company.
1.8 "User Count" means both the number of authorized copies of the Software and the number of authorized Terminals with concurrent use of services provided by the Software, whether directly or through another device.
1.9 "Intranet" means privately accessible Communications Network for information distribution within Your Company, its subsidiaries or remote offices, and does not include connection to the Internet.
1.10 "Internet" means the publicly accessible computer Communications Network for information distribution.
1.11 "Communications Network" means a data communication system, which allows a number of independent devices to communicate with each other, including its internal bridges and the workstations physically attached to it.
1.12 "Internet/Intranet License" means the license purchased and granted upon Your payment of the then-current license fees for access to the network  host through the Internet or Your Intranet.

2. LICENSE AND PROTECTION.

2.1 Pervasive grants to You or Your Company, subject to the following terms and conditions, a nonexclusive, nontransferable right to use the Software on one or more Terminals. You or Your Company, without additional charge, may reproduce copies of the Software for this purpose, provided You and Your Company do not change or omit any proprietary rights notices appearing on or in the Software or exceed the User Count limitations.
2.2 If You have purchased the Workstation edition of the Software, Your User Count is identified on the label attached to this License Agreement.  You are authorized to distribute the Software to Your customers provided that You: (i) include this License Agreement, in both paper and electronic format, with each copy of the Software you distribute; (ii) ensure that Your internal use of the Software in addition to Your distribution of the Software does not exceed the applicable User Count; and (iii) remain responsible for compliance with the terms of this License Agreement by the customers who receive the Software from You.  If You desire to install and/or distribute additional copies of the Software, You must purchase additional Licenses from Pervasive.
2.3 If You have purchased the Workgroup edition of the Software, Your User Count is identified on the label attached to this License Agreement.  You are authorized to distribute the Software to Your customers provided that You: (i) include this License Agreement, in both paper and electronic format, with each copy of the Software you distribute; (ii) ensure that Your internal use of the Software in addition to Your distribution of the Software does not exceed the applicable User Count; and (iii) remain responsible for compliance with the terms of this License Agreement by the customers who receive the Software from You.   If You desire to install additional copies of the Software, you must purchase additional Licenses from Pervasive.  Multiple license agreements may also be aggregated to create a higher total User Count.  Notwithstanding the foregoing, You are authorized to install the Software on one (1) more Terminal than authorized in the User Count if performance on the Terminal on which the Software is installed is materially degraded.  Use of the Software on such additional terminal must be restricted to administration of the Pervasive.SQL Workgroup engine and for no other purpose.
2.4 You are prohibited from using the database engine in the Workstation edition or the Workgroup edition to provide connectivity for Internet or Intranet applications and/ or users unless You or Your Company have paid the appropriate fees for, and have been granted, an Internet/Intranet License
2.5 Pervasive reserves all rights not expressly granted to You or Your Company. 
2.6 Protection of Software.  You and Your Company agree to take all reasonable steps to protect the Software and Documentation from unauthorized copying or use. The Software source code represents and embodies trade secrets of Pervasive and/or its licensors. The source code and embodied trade secrets are not licensed to You or Your Company and any modification or addition thereto, or deletion therefrom is strictly prohibited. You and Your Company agree not to disassemble, decompile, or otherwise reverse engineer the Software in order to discover the source code and/or the trade secrets contained in the source code.

3. COPIES.  You may make copies of the Client Software for use in accordance with the rights granted under Sections 2.1, 2.2 and 2.3 and in no other manner, and a single copy of the Software for archival purposes only. All proprietary rights notices must be faithfully reproduced and included on all copies. You may not copy the Documentation.

4. OWNERSHIP. Ownership of, and title to, the Software and Documentation (including any copies) shall be vested solely in Pervasive. Copies are provided to You or Your Company only to allow You or Your Company to exercise Your or Your Company's rights under this Agreement. Only the License is purchased by You or Your Company, as applicable.

5. RESTRICTIONS. Except as expressly authorized in this Agreement, You and Your Company agree not to use, rent, lease, sublicense, distribute, transfer, copy, reproduce, display, modify, create derivative works of, time share or dispose of the Software or Documentation or any part thereof. You or Your Company, as applicable, may use the Software and Documentation solely for your internal business purposes.  Except with the express written consent of Pervasive, notwithstanding anything to the
contrary herein, You and Your Company agree that neither You  nor Your Company may use the Software to host applications for third parties or to provide service bureau, time-sharing or other computer services to third parties.  This License expressly prohibits You and Your  Company  from providing connectivity to the database though an Intranet or Internet conn4ction unless You and Your Company have purchased an Internet/Intranet License.

6. ASSIGNMENT. You or Your Company may not assign or otherwise transfer in whole or in part or in any manner any rights, obligations, or any interest in or under this Agreement without Pervasive's prior written consent and any attempted assignment will be void. A merger or other acquisition by a third party will be treated as an assignment. Pervasive may at any time and without Your or Your Company's consent assign all or a portion of its rights and duties under this Agreement to a company or
companies wholly owning, owned by, or in common ownership with Pervasive.

7. TERM, TERMINATION. This Agreement is effective from the date You or Your Company open the software envelope and will remain in force until terminated. You may terminate this License at any time by destroying the Documentation and the Software together with all copies and adaptations. This Agreement shall automatically terminate if You or Your Company breach any of the terms or conditions of this Agreement. You and Your Company agree to destroy the original and all copies of the Software and
Documentation, or to return them to Pervasive upon termination of this License. Sections 2.4, 2.5, 3, 4, 5, 8.2, 8.3, 9 and 10 of this Agreement shall survive any termination hereof.

8. LIMITED WARRANTY.

8.1 Magnetic Media and Documentation. Pervasive warrants that if the magnetic media or Documentation are in a damaged or physically defective condition at the time that the License is purchased and if they are returned to Pervasive within 90 days of purchase, then Pervasive will provide You or Your Company with replacements at no charge.
8.2 DISCLAIMER OF WARRANTY. PERVASIVE  LICENSES THE SOFTWARE PRODUCT TO YOU OR YOUR COMPANY UNDER THIS AGREEMENT SOLELY ON AN "AS IS" BASIS.  PERVASIVE  MAKES NO OTHER REPRESENTATIONS, CONDITIONS OR WARRANTIES WHATSOEVER, EITHER EXPRESS OR IMPLIED, REGARDING THE SOFTWARE; PERVASIVE  EXPRESSLY STATES AND YOU OR YOUR COMPANY ACKNOWLEDGES THAT PERVASIVE  DOES NOT MAKE ANY REPRESENTATIONS, CONDITIONS OR WARRANTIES, INCLUDING, FOR EXAMPLE, WITH RESPECT TO MERCHANTABILITY, TITLE, OR FITNESS FOR ANY
PARTICULAR PURPOSE OR ARISING FROM COURSE OF DEALING OR USAGE OF TRADE, AMONG OTHERS.
8.3 High Risk Activities.  The Software is not fault-tolerant and is not designed, manufactured or intended for use or resale as on-line control equipment in hazardous environments regarding fail-safe performance, such as in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, direct life support machines, or weapons systems, in which the failure of the Software could lead directly to death, personal injury, or severe physical or environmental
damage ("High Risk Activities").  Pervasive and its suppliers specifically disclaim any express or implied warranty of fitness for High Risk Activities.

9. LIMITATION OF LIABILITY.

9.1 PERVASIVE'S AGGREGATE LIABILITY ARISING FROM OR RELATED TO THIS AGREEMENT OR THE SOFTWARE OR DOCUMENTATION IS LIMITED TO THE TOTAL OF ALL PAYMENTS MADE BY OR FOR YOU OR YOUR COMPANY FOR THE LICENSE.
9.2 CONSEQUENTIAL DAMAGES. WITHOUT LIMITING THE FOREGOING, IN NO EVENT WILL PERVASIVE BE LIABLE TO YOU OR YOUR COMPANY FOR INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THIS LICENSE  AGREEMENT, WHETHER UNDER THEORY OF WARRANTY, TORT, PRODUCTS LIABILITY OR OTHERWISE.

10. GENERAL CONDITIONS.

10.1 Governing Law.  This License Agreement will be governed by, and interpreted in accordance with, the laws of the State of Texas (U.S.A.) exclusive of its choice of law provisions.  This Agreement expressly excludes the United Nations Convention on Contracts for the International Sale of Goods.
10.2 Complete Understanding.  This License Agreement sets forth the entire understanding and agreement between You or Your Company and Pervasive and may be amended only in writing signed by both parties. NO VENDOR, DISTRIBUTOR, DEALER, RETAILER, SALES PERSON OR OTHER PERSON IS AUTHORIZED TO MODIFY THIS AGREEMENT OR TO MAKE ANY WARRANTY, REPRESENTATION OR PROMISE WHICH IS DIFFERENT THAN, OR IN ADDITION TO, THIS AGREEMENT ABOUT THE SOFTWARE.
10.3 Waiver.  No waiver of any right under this Agreement shall be effective unless in writing, signed by a duly authorized representative of Pervasive. No waiver of any past or present right arising from any breach or failure to perform shall be deemed to be a waiver of any future right arising under this Agreement.
10.4 Audit.  You agree to maintain sufficient records, logs and other materials ("Records") sufficient to document that Your use of the Software is in accordance with the terms of this Agreement.  Pervasive may audit such Records upon reasonable notice.
10.5 Severability.  If any provision in this Agreement is held invalid or unenforceable, that provision shall be construed, limited, modified or, if necessary, severed, to the extent necessary, to eliminate its invalidity or unenforceability, and the other provisions of this Agreement shall remain unaffected.
10.6 Export Controls.  None of the Software or underlying information or technology may be downloaded or otherwise exported or reexported (i) into (or to a national or resident of) Cuba, Iraq, Libya, North Korea, Iran, Syria, Sudan or any other country to which the U.S. has embargoed goods; or (ii) to any person or entity on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Denial Orders, or the U.S. Commerce Department's Entity List of Missile, Nuclear, and Chemical and Biological Weapons Proliferators, or the U.S. Department of State's Foreign Terrorist Organization List.  You agree to the foregoing and you represent the warrant that you are not located in, under the control of, or a national or resident of such country or on any such list.  The Software may also be subject to U.S. laws and export regulations of the U.S. government that require an explicit export license prior to any export or reexport of the Software.  You agree to obtain any such explicit export license that may be required.
10.7 U.S. Government End Users.  The Software is a "commercial item," as that term is defined in 48 C.F.R. 2.101 (Oct. 1995), consisting of "commercial computer software" and "commercial computer software documentation," as such terms are used in 48 C.F.R. 12.212 (Sept. 1995).  Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4 (June 1995), all U.S. Government End Users acquire the Software with only those rights set forth herein. Contractor/Manufacturer is
Pervasive Software Inc., 12365 Riata Trace Parkway, Building II, Austin, Texas, 78727.
10.8 Operating System.  It is your responsibility to fully comply with applicable license agreements for any operating systems you may use with the Software.
10.9 Results of benchmark tests or other performance tests run on the Software may not be disclosed to any third party without Pervasive's prior written consent.
10.10 English will be the controlling language of this Agreement.

Revision date: May 26, 2000



