BORLAND SOFTWARE CORPORATION 

LICENSE TERMS 

BORLAND(R) DEVELOPER STUDIO 2006 ARCHITECT
BORLAND(R) DEVELOPER STUDIO 2006 ARCHITECT EDUCATION
BORLAND(R) DEVELOPER STUDIO 2006 ENTERPRISE
BORLAND(R) DEVELOPER STUDIO 2006 PROFESSIONAL
BORLAND(R) DEVELOPER STUDIO 2006 PROFESSIONAL EDUCATION

NOTICE: THIS BORLAND SOFTWARE PRODUCT (TOGETHER WITH ITS 
ACCOMPANYING DOCUMENTATION, THE "PRODUCT") IS THE PROPERTY OF 
BORLAND SOFTWARE CORPORATION ("BORLAND").  THE PRODUCT IS MADE 
AVAILABLE TO YOU, THE ORIGINAL PURCHASER, SUBJECT TO THE 
FOLLOWING LICENSE AGREEMENT ("LICENSE").  PLEASE READ THIS 
LICENSE CAREFULLY BEFORE INSTALLING OR USING THE PRODUCT.  
A COPY OF THIS LICENSE IS AVAILABLE FOR YOUR FUTURE REFERENCE 
IN THE "LICENSE.TXT" FILE PROVIDED WITH THE PRODUCT. 

YOU MAY ACCEPT THIS LICENSE BY INDICATING YOUR ACCEPTANCE 
BELOW.  YOU MAY REJECT THIS LICENSE, AND TERMINATE THIS 
INSTALLATION PROCESS, BY INDICATING YOUR REJECTION OPTION BELOW.  
IF YOU DO NOT ACCEPT THIS LICENSE, THEN YOU MAY NOT INSTALL OR 
USE THE PRODUCT.  IN THAT CASE, YOU MAY, WITHIN TEN (10) DAYS 
AFTER YOU FIRST RECEIVED THE PRODUCT, RETURN IT TO BORLAND OR 
YOUR BORLAND AUTHORIZED RESELLER, ALONG WITH ITS ORIGINAL 
PACKAGING AND PROOF-OF-PURCHASE, FOR A FULL REFUND.  ANY USE BY 
YOU OF THIS PRODUCT ALSO CONSTITUTES YOUR ACCEPTANCE OF THESE 
TERMS. 

Borland is only willing to grant you this License if you obtained
the Product from Borland or a Borland authorized reseller. 
If you obtained the Product from any other source you may not 
install or use the Product. 

1.  OWNERSHIP.  The Product is proprietary to Borland.  The 
Product is licensed, not sold, to you notwithstanding any 
reference herein to "purchases." You acknowledge and agree that:  
(a) the Product is protected under U.S. copyright and other laws; 
(b) Borland and its licensors retain all copyrights and other 
intellectual property rights in the Product; (c) there are no 
implied licenses under this License, and any rights not expressly 
granted to you hereunder are reserved by Borland; (d) you acquire 
no ownership or other interest (other than your license rights) 
in or to the Product; and (e) Borland owns all copies of the 
Product, however made.  You agree that you will not, at any time, 
contest anywhere in the world Borland's ownership of the Product, 
nor will you challenge the validity of Borland's rights in the 
Product.  You have no rights hereunder to use any trademark or 
service mark belonging to Borland. 

2.  GRANT OF LICENSE AND SCOPE OF USE. 

2.1  Licenses. For each license that you acquire to use the 
Product, you will be provided with a License Certificate 
(a "License Certificate"), which may be either a certificate, 
the installation and licensing instructions, your invoice, 
or an activation file and which may be provided to you either 
with the Product media or separately by Borland or its 
authorized distributors or resellers.  The License Certificate 
will contain information specific to the edition of the 
Product that you have licensed (Architect, Architect 
Education, Enterprise, Professional, or Professional 
Education), the type of license under which you may use the 
Product and the number of licenses that you have acquired.  
In order to activate and use the Product as set forth in this 
License Agreement, you must follow the instructions when 
prompted by the Product.  The types of licenses you may acquire 
are an Evaluation License and a Named User License, all defined 
in this Section 2 of this License Agreement. Unless your 
License Certificate identifies your acquisition of another 
license type, you have acquired a Named User License.  For more 
information on which license types, if any, should be included 
with the Product media you should contact Borland or your 
Borland authorized distributor or reseller. 

2.2 Evaluation License.  The terms of this Section 2.2 are 
applicable to you only if you have acquired an Evaluation 
License for the Product directly from Borland or a Borland 
authorized distributor or reseller. In order to evaluate the 
Product, you may install the Product, as outlined below, on a 
temporary basis for trial, evaluation, non-commercial purposes 
only (the "Evaluation Period").  The Evaluation Period is 
limited to the greater of the period of time specified to you 
by Borland or thirty (30) days from the date the Product is 
installed.  At the end of the Evaluation Period your license 
to use the Product expires.  During the Evaluation Period, 
Borland grants you the personal, nonexclusive, nontransferable 
and limited license to use the Product solely for evaluation 
purposes.  THE PRODUCT CONTAINS A TIME-OUT FEATURE THAT 
DISABLES ITS OPERATION AFTER THE EXPIRATION OF THE EVALUATION 
PERIOD.  APPLICATIONS THAT YOU CREATE DURING THE EVALUATION 
PERIOD MAY REQUIRE THE PRODUCT IN ORDER TO RUN. UPON 
EXPIRATION OF THE EVALUATION PERIOD, THOSE APPLICATIONS MAY NO 
LONGER RUN.  YOU SHOULD THEREFORE TAKE PRECAUTIONS TO AVOID 
ANY LOSS OF DATA THAT MIGHT RESULT.  In order to use the 
Product after the Evaluation Period, you must obtain from 
Borland, or its authorized distributors or resellers a License 
Certificate outlining the number and type of grants of a 
license to use the Product in accordance with the terms and 
conditions of this License Agreement.  You may not use the 
Product during the Evaluation Period for any commercial, 
business, governmental or institutional purpose of any kind. 
At the end of the Evaluation Period, further use of the 
Product by you is prohibited without the purchase of a 
commercial license to obtain a License Certificate.  If you 
do not purchase a license for the Product at the end of the 
Evaluation Period, you hereby agree to permanently remove or 
delete the Product from all computer systems, including Servers, 
as defined below, and workstations, on which it was installed 
and destroy any software and documentation received, and not to 
reinstall the Product. If you desire to continue to use the 
Product following the Evaluation Period, you should contact 
Borland or a Borland authorized distributor or reseller to 
order commercial licenses to use the Product. 

2.3 Named User License.  The terms of this Section 2.3 are 
applicable to you only if you have acquired a Named User 
License, as defined below, for the Architect, Architect 
Education, Enterprise, Professional or Professional Education 
edition of the Product, directly from Borland or a Borland 
authorized distributor or reseller. Subject to the terms and 
conditions of this License, Borland grants to you, if you are 
an individual, or, if you are an entity, one (1) designated 
person in your organization ("Named User") a personal, 
nonexclusive, nontransferable and limited license to use the 
Product solely for your own internal purposes. You may 
purchase from Borland or a Borland authorized distributor 
or reseller additional licenses to permit multiple Named 
Users to use the Product (each, a "Named User License").  
The foregoing Named User Licenses shall be for access and 
use, only by the equivalent number of Named Users for whom 
you have paid the applicable license fees and obtained a 
License Certificate. The Product may be used exclusively by 
the specifically designated Named Users, subject to all the 
terms and conditions of this License Agreement.  You agree 
that you will not designate more Named Users than the number 
of Named User Licenses that Borland or a Borland authorized 
distributor or reseller has expressly granted to you and 
you will not allow the Product to be used by any individuals 
other than the Named Users designated by you from time to 
time. You may install the Product on a reasonable number of 
machines provided that the Named User is the only individual 
permitted to use the Product.  Subject to the other terms 
and conditions of this License, you may make a reasonable 
number of copies of the Product to backup devices such as 
hard disks, optical media, or tape and one (1) physical CD 
media backup copy of the Product solely to replace the 
original copy provided to you if the original copy is 
damaged or destroyed. All rights not specifically granted 
to you herein are retained by Borland. 


3.  GENERAL TERMS THAT APPLY TO COMPILED PROGRAMS AND 
REDISTRIBUTABLES. 

3.1 Redistributables.  The Product may include certain 
files, libraries and/or source code specifically designated 
as "redistributables" by Borland in the accompanying printed 
or on-line documentation and that are necessary to use Works 
created using the Product ("Redistributables"). From time to 
time, Borland may designate other files as Redistributables. 
You should refer to the documentation, including any "readme" 
or "deploy" files provided with the Product, for additional 
information regarding Redistributables. Subject to the terms 
and conditions of this License, you may freely redistribute 
source code or compiled code that is entirely your own and 
does not contain any Redistributables. 

3.2 Licensing of Redistributables.  Subject to the terms 
and conditions of this License including the restrictions of 
Section 3.3, Borland grants you the personal, nonexclusive, 
nontransferable, and limited license to: (a) make exact 
copies of the Redistributables and distribute those copies 
solely as components of your Works and solely as required for 
permitting end users of the Works ("End Users") to install 
and execute the Works; (b) install and execute 
Redistributables, without modification, on computers that 
you own or possess solely for your own internal use; and 
(c) sublicense to your End Users the personal, nonexclusive, 
nontransferable right to install and execute Redistributables, 
without modification, solely as components of Works and 
solely for such End Users' own internal use, subject to End 
Users' compliance with the restrictions in Section 5 as to 
Redistributables. The rights granted to you under this 
Section 3.2 may not be exercised by others, including 
co-developers, regardless of how you might compile, link, or 
package your Works.  These rights apply only to 
Redistributables and to no other file, library, source code 
or other component or derivative work of the Product.  They 
may be exercised only with respect to Works created by you 
using a duly licensed, properly registered copy of the 
Product. 

3.3 Certain Restrictions.  Regardless of any modifications 
that you make and regardless of how you might compile, link, 
or package your Works: (a) except as provided in Section 3.6, 
you may not permit your End Users to modify or further 
distribute Redistributables or use Redistributables in any 
program that they create; (b) you may not use Borland's or any 
of its suppliers' names, logos, or trademarks to market your 
Works, except to state descriptively that your Work was 
written using the Product; (c) all copies of the Works you 
create must bear a valid copyright notice, either your own or 
the Borland copyright notice that appears on the Product, and 
you may not remove or alter any Borland copyright, trademark 
or other proprietary rights notice contained in any portion 
of the Redistributables; and (d) you may only distribute 
Redistributables with Works that add primary and substantial 
functionality to the Redistributables and are not merely a 
set or subset of any of the Redistributables, and that are 
created in accordance with the terms of this License. 

3.4 Relationship with End Users.  Except as set forth in 
Section 4, there are no third party beneficiaries to this 
License.  Consequently, Borland provides no warranty at all 
to any person, other than the limited warranty provided to you 
the original purchaser of the Product, as set forth herein, 
and you will be solely responsible to your End Users (or 
anyone else who uses or acquires Works) for support, service, 
upgrades, or technical or other assistance (including with 
respect to any Redistributables included therein), and such 
persons will have no right to contact Borland for any services 
or assistance.  You will indemnify, defend and hold Borland, 
its licensors, its suppliers and each of their respective 
employees, officers, directors and affiliates, harmless from 
and against any claims or liabilities arising out of or 
related to the use, procurement, reproduction or distribution 
of your Works by third parties. 

3.5 Third Party Software.  The Product, including 
Redistributables, may include source code, redistributable 
files, and/or other files provided by a third party vendor 
("Third Party Product"). Since use of Third Party Product 
might be subject to license restrictions imposed by the third 
party vendor, you should refer to the on-line documentation 
(if any) provided with Third Party Product for any license 
restrictions imposed by the third party vendor.  In any event, 
any license restrictions imposed by a third party vendor are 
in addition to, not in lieu of, the terms and conditions of 
this License. 

3.6 Provisions Applicable to Component Developers. For the 
purpose of this Section 3.6, the following terms have the 
following meanings:

"Component" means a program module or object, developed by 
you using the Product, that is designed to interoperate with 
other program modules/objects developed by others using a 
different development environment.

"Component Customer" means an individual or entity that 
procures Components from you for the purposes of: 
(i) integrating such Components with program modules/objects 
developed using a different development environment; and 
(ii) distributing such integrated products to their End 
Users. 

"Component Developer" means an individual or entity that 
uses the Product to develop Components for distribution to 
Component Customers.

If you are a Component Developer, you may (i) distribute 
copies of the Redistributables to your Component Customers, 
and (ii) grant them the right to distribute copies of the 
Redistributables along with both your Components and their 
Works to their End Users only if you have first entered 
into an agreement with each such Component Customer that 
conforms to this Section 3.6 and contains the following 
provisions (enumerated as appropriate to the context):

3.6.1 Sublicensing of Redistributables. Subject to the 
terms and conditions of this section, including the 
restrictions of Section 3.6.2, [insert Component Developer 
name] grants you the personal, nonexclusive, 
nontransferable, and limited sublicense to: (a) make exact 
copies of the Redistributables and distribute those copies 
solely in conjunction with your works that embody 
components procured from [insert Component Developer name] 
("Works"), solely as required for permitting end users of 
the Works ("End Users") to install and execute the Works; 
(b) install and execute Redistributables, without 
modification, on computers that you own or possess solely 
for your own internal development use; and (c) further 
sublicense to your End Users the personal, nonexclusive, 
nontransferable right to install and execute 
Redistributables, without modification, solely as 
components of your Works and solely for such End Users' 
own internal use, subject to End Users' compliance with 
the restrictions in Section 3.6.4 as to Redistributables.

3.6.2 Certain Restrictions. Regardless of any 
modifications that you make and regardless of how you 
might compile, link, or package your Works: (a) you may 
not permit your End Users to modify or further distribute 
Redistributables or use Redistributables in any program 
that they create; (b) you may not use Borland's or any of 
its suppliers' names, logos, or trademarks to market your 
Works, except to state descriptively that your Work was 
written using the Product; (c) all copies of the Works 
you create must bear a valid copyright notice, either 
your own or the Borland copyright notice that appears on 
the Product, and you may not remove or alter any Borland 
copyright, trademark or other proprietary rights notice 
contained in any portion of the Redistributables; and 
(d) you may only distribute Redistributables with Works 
that add primary and substantial functionality to the 
Redistributables and are not merely a set or subset of 
any of the Redistributables.

3.6.3 No Warranties. Borland provides no warranty at all 
to you or to any other person, You will be solely 
responsible to your End Users (or anyone else who uses or 
acquires Works) for support, service, upgrades, or 
technical or other assistance (including with respect to 
any Redistributables included therein), and such persons 
will have no right to contact Borland for any services or 
assistance. You will indemnify, defend and hold Borland, 
its licensors, its suppliers and each of their respective 
employees, officers, directors and affiliates, harmless 
from and against any claims or liabilities arising out of 
or related to the use, procurement, reproduction or 
distribution of your Works by third parties.

3.6.4 You may not: (a) modify, adapt, alter, translate, 
or create derivative works of the Redistributables; 
(b) lease, rent or loan the Redistributables to any third 
party; (c) sublicense, distribute or otherwise transfer 
the Redistributables or any component thereof to any 
third party except as expressly authorized in this 
section; (d) reverse engineer, decompile, disassemble, or 
otherwise attempt to derive the source code of the 
Redistributables; (e) remove, alter, or obscure any 
confidentiality or proprietary notices (including 
copyright and trademark notices) of Borland or its 
suppliers on the Redistributables; (f) allow third parties 
to access or use the Redistributables such as in a 
time-sharing arrangement or use the Redistributables as 
part of a service bureau or otherwise for the use or 
benefit of third parties; (g) reproduce or use the 
Redistributables except as expressly authorized under this 
section; or (h) disclose or publish performance benchmark 
results for the Redistributables. Furthermore, you may not 
permit your End Users to conduct the restricted activities 
limited by items (a) through (e), (g) and (h) above 
insofar as they apply to Redistributables, and such End 
User's sublicense rights to the Redistributables are 
conditioned upon compliance with such limitations. The 
limitations in this Section apply equally to your use of 
the Redistributables, in whole or in part, including any 
component or Redistributables.

3.7 Other Rights.  Contact Borland for the applicable 
royalties due and other licensing terms for all other 
uses or distribution of the Redistributables. 

4.  PROGRAM NOTES. The following terms and conditions 
("Program Notes") are specific to certain editions, 
versions and components of the Product and are in 
addition to the provisions of Sections 2 and 3.  If any 
provision of the Program Notes applicable to the 
Product conflicts with any other provision of this 
License, then the provision of the Program Notes will 
supersede and control. 

4.1 PROGRAM NOTES THAT APPLY TO ARCHITECT, ARCHITECT 
EDUCATION, BORLAND ENTERPRISE, PROFESSIONAL, AND 
PROFESSIONAL EDUCATION EDITIONS.

ADDITIONAL LICENSE TERMS FOR INTERBASE: The portion of 
the Product identified as InterBase is not a 
Redistributable and is licensed for development purposes 
only.  This License does not permit you to use the 
InterBase portion of this Product for any commercial, 
business, governmental institutional or other purpose of 
any kind, other than development and testing of Works.  
You must obtain a separate InterBase deployment license 
from Borland before deploying or distributing any Work 
that uses InterBase.

ADDITIONAL LICENSE TERMS FOR BORLAND ENTERPRISE SERVER 
AND COMPONENTS: The Product may be accompanied by other 
Borland products ("Accompanying Products"), including 
Borland Enterprise Server, VisiBroker® Edition and its 
component parts (including but not limited to VisiBroker). 
These Accompanying Products do not constitute a part of 
the Product. These Accompanying Products are subject to 
separate license terms which are on the media containing 
the Accompanying Products and which may be viewed and 
accepted at the time the Accompanying Products are 
installed. You have no rights under this License to use 
any software other than the Products, and your use of 
the Accompanying Products may require you to obtain 
separate licenses and separate License Certificates.

4.2 ADDITIONAL LICENSE TERMS APPLICABLE TO SOFTWARE 
LICENSED FOR EDUCATIONAL USE 

Subject to the terms and conditions of this License, you 
may exercise your rights under this license to use the 
Product and to create Works solely for your own personal 
use in providing or receiving instruction within the 
limited scope of guided computer programming and/or 
software training courses in which you are a direct and 
personal participant, either as student or instructor 
("Courses"). You may only reproduce, distribute and use 
Works, in source or object code form, to other 
participants of the Courses and then only for educational 
or training purposes. You may not use the Products or 
Works created with the products for any commercial, 
business, governmental or institutional purpose of any 
kind, except to the extent you are an instructor teaching 
a Course. All rights not specifically granted to you 
herein are retained by Borland. 

4.3 ADDITIONAL LICENSE TERMS APPLICABLE TO THIRD PARTY 
SOFTWARE 

Certain components of the Product use or incorporate 
third-party software programs and/or libraries 
("Third-Party Software") which are loaded (in both object 
and source code form) on the Product media. You agree that 
Borland's third- party licensors and suppliers are intended 
third party beneficiaries of all terms and conditions of 
this License intended to protect intellectual property 
rights in the Product (including the Third-Party Software) 
and limit certain uses thereof. 

4.4 ADDITIONAL LICENSE TERMS FOR ACCOMPANYING PRODUCTS IN 
ARCHITECT, ARCHITECT EDUCATION, ENTERPRISE, PROFESSIONAL 
AND PROFESSIONAL EDUCATION EDITIONS: BORLAND DATA PROVIDER.

The Product may contain other Borland and third party 
products ("Accompanying Products"), including the Borland 
Data Provider ("BDP") and its component parts. 
Accompanying Products owned by third parties are subject 
to separate license terms from the owner of such 
Accompanying Product which license terms are on the media 
containing such Accompanying Products and which may be 
viewed and accepted at the time such Accompanying Products 
are installed. 

ARCHITECT, ARCHITECT EDUCATION and ENTERPRISE EDITIONS: 
Subject to the terms and conditions Of this License, 
Borland grants to you as the licensed user of the Product 
the limited right to use that portion of the Product 
identified as "BDP", in executable form only, to access 
either a local database installed on the same machine as 
the Work or on a server for use with the Work. 

PROFESSIONAL and PROFESSIONAL EDUCATION EDITIONS: Subject 
to the terms and conditions of this License, Borland 
grants to you as the licensed user of the Product the 
limited right to use that portion of the Product 
identified as "BDP", in executable form only, to access a 
local database installed on the same machine as the Work.  
You may not use that portion of the Product identified as 
"BDP" in association with a database located on a 
different machine other than the machine on which the 
Works are installed. 

5.  LIMITATIONS.  You may not:  (a) modify, adapt, alter, 
translate, or create derivative works of the Product or 
merge the Product with other software other than as 
described in the Product's accompanying documentation or 
as approved of in writing by Borland; (b) lease, rent or 
loan the Product to any third party; (c) sublicense, 
distribute or otherwise transfer the Product or any 
component thereof to any third party except as expressly 
authorized in this Agreement; (d) reverse engineer, 
decompile, disassemble, or otherwise attempt to derive the 
source code of the Product; (e) remove, alter, or obscure 
any confidentiality or proprietary notices (including 
copyright and trademark notices) of Borland or its 
suppliers on the Product; (f) allow third parties to access 
or use the Product such as in a time-sharing arrangement 
or operate the Product as part of a service bureau or, 
except as expressly authorized under Sections 2, 3 or 4, 
otherwise for the use or benefit of third parties; 
(g) reproduce or use the Product except as expressly 
authorized under Sections 2, 3 or 4; or (h) disclose or 
publish performance benchmark results for the Product.  The 
rights granted under this License apply only to this Product.  
You must procure a separate license to use other Borland 
software.  Furthermore, you may not permit your End Users to 
conduct the restricted activities limited by items 
(a) through (e), (g) and (h) above insofar as they apply to 
Redistributables, and such End User's sublicense rights to 
the Redistributables are conditioned upon compliance with 
such limitations.  The limitations in this Section 5 apply 
equally to your use of the Product, in whole or in part, 
including any component or Redistributable. 

6.  LIMITED WARRANTY AND DISCLAIMER.  Borland warrants to 
you, the original purchaser, and to no other party, that any 
physical media included with the Product, as and when provided 
to you, will be free of physical defects in materials and 
workmanship for a period of ninety (90) days after the date 
that you initially acquire the Product. Your exclusive remedy 
and Borland's sole liability for breach of this warranty is 
that Borland will replace any defective media returned to 
Borland within the ninety (90) day warranty period.  This 
warranty does not apply to damages resulting from misuse, 
abuse or neglect.  Any replacement media will be warranted as 
above for the remainder of the original warranty period or 
twenty (20) days from the date we ship it to you, whichever 
is longer. EXCEPT FOR THIS EXPRESS LIMITED WARRANTY, THE 
PRODUCT IS PROVIDED "AS IS" AND WITHOUT WARRANTY OF ANY KIND.  
BORLAND HEREBY EXCLUDES AND DISCLAIMS ALL IMPLIED OR 
STATUTORY WARRANTIES, INCLUDING ANY WARRANTIES OF 
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, 
NON-INFRINGEMENT, TITLE, RESULTS, EFFORTS OR QUIET ENJOYMENT.  
THERE IS NO WARRANTY THAT THE PRODUCT WILL BE ERROR-FREE OR 
WILL FUNCTION WITHOUT INTERRUPTION.  YOU ASSUME THE ENTIRE 
RISK FOR THE RESULTS OBTAINED USING THE PRODUCT.  TO THE 
EXTENT THAT BORLAND MAY NOT DISCLAIM ANY WARRANTY AS A MATTER 
OF APPLICABLE LAW, THE SCOPE AND DURATION OF SUCH WARRANTY 
WILL BE THE MINIMUM PERMITTED UNDER SUCH LAW. 

SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, 
SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.  THIS LIMITED 
WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO 
HAVE OTHER LEGAL RIGHTS, WHICH VARY FROM STATE TO STATE. 

7.  SERVICES; UPDATES; PRODUCT CHANGES.  Borland is not 
required under this License to provide any installation, 
training or other services to you. Such services, if 
available, must be purchased separately.  If, pursuant to 
a separate support agreement or otherwise, Borland provides 
you with a new release, error correction, update, upgrade or 
other modification to the Product, such modification will 
be deemed part of the Product, and subject to the terms of 
this License, unless the modification is expressly provided 
subject to a separate license agreement. Borland reserves 
the right at any time not to release or to discontinue 
release of any Product and to alter prices, features, 
specifications, capabilities, functions, licensing terms, 
release dates, general availability or other characteristics 
of any future releases of the Product. 

8.  REGISTRATION.  You must register the Product with 
Borland as a condition to your rights to use the Product.  
You will be prompted to register the Product at the time of 
your installation or first use of the Product, at which time 
you will be notified (or directed to online resources 
explaining) how registration information provided by you may 
be used and you will be afforded the opportunity to opt out 
of certain uses of such information. 

9.  CONFIDENTIALITY.  You acknowledge that the Product in 
source code form remains a confidential trade secret of 
Borland.  You agree to hold this information in confidence, 
not disclose it to any person, and not use it for any 
purpose other than the use and operation of the Product as 
permitted under this License. 

10. LIMITATION OF LIABILITY.  IN NO EVENT WILL BORLAND BE 
LIABLE TO ANY PARTY FOR ANY INDIRECT, INCIDENTAL, 
CONSEQUENTIAL, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES, 
INCLUDING ANY LOSS OF PROFIT, REVENUE, BUSINESS OPPORTUNITY 
OR DATA, ARISING FROM OR RELATING TO THIS LICENSE OR THE 
PRODUCT, WHETHER IN CONTRACT, IN TORT OR OTHERWISE, EVEN IF 
BORLAND KNEW, SHOULD HAVE KNOWN OR HAS BEEN ADVISED OF THE 
POSSIBILITY OF SUCH DAMAGES.  BORLAND'S TOTAL CUMULATIVE 
LIABILITY ARISING FROM OR RELATED TO THIS LICENSE OR THE 
PRODUCT, WHETHER IN CONTRACT, IN TORT OR OTHERWISE, WILL NOT 
EXCEED THE FEES ACTUALLY PAID BY YOU UNDER THIS LICENSE.  
THIS SECTION 10 WILL APPLY EVEN IF AN EXCLUSIVE REMEDY 
HEREUNDER HAS FAILED OF ITS ESSENTIAL PURPOSE. 

SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF 
INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION 
OR EXCLUSION MAY NOT APPLY TO YOU. 

11. THIRD PARTY CLAIMS.  Borland will defend and settle any 
suit brought against you by a third party 
(not your affiliate) based on a claim that the Product 
infringes upon any U.S. copyright and Borland will pay those 
costs and damages finally awarded against you in such suit 
that are specifically attributable to such claims or those 
amounts payable by you under a settlement of such suit. The 
foregoing obligations are conditioned on you:  (a) notifying 
Borland promptly in writing of such action; (b) giving 
Borland sole control of the defense thereof and any related 
settlement negotiations; and (c) cooperating and, at 
Borland's request and expense, assisting in such defense. If 
the Product becomes, or in Borland's opinion is likely to 
become, the subject of an infringement claim that Borland is 
required to defend, then Borland may (at its option and 
expense) either:  (a) procure for you the right to continue 
using the Product; (b) replace or modify the Product so that 
it becomes non-infringing; or (c) terminate this License and 
your rights hereunder to use the Product and refund a pro 
rata portion of any license fee you paid under this License, 
based on a three (3) year product life. Notwithstanding the 
foregoing, Borland will have no obligation under this 
Section 11 or otherwise with respect to any infringement 
claim based upon:  (a) any use of the Product not in 
accordance with this License or the products accompanying 
documentation: (b) any use of the Product in combination with 
other products, equipment, software, or data not provided by 
Borland; (c) any use of any version of the Product other than 
the most current version made available to you; or (d) any 
modification of the Product by any person other than Borland 
or its authorized agents ("Excluded Claims"). You will 
indemnify Borland against all liability, damages and costs 
(including reasonable attorneys' fees) resulting from or 
related to an Excluded Claim. This section 11 states Borland's 
entire liability and your sole and exclusive remedy for 
third-party claims relating to the Product. 

12. TERM AND TERMINATION. 

12.1  Term.  The term of this License will begin as of the 
date that you receive the Product and will remain in effect 
perpetually unless terminated under this Section 12. 

12.2  Termination for Convenience.  You may terminate this 
License for any reason, or for no reason, by giving Borland 
five (5) days' written notice. 

12.3  Termination for Cause.  Borland may terminate this 
License if you breach your obligations hereunder.  Borland 
will effect such termination by giving you notice of 
termination, specifying therein the alleged breach.  If 
your breach is curable, you will have a grace period of 
thirty (30) days after such notice is served to cure the 
breach described therein.  If the breach is cured within 
the thirty (30) day grace period, then this License will 
remain in effect; otherwise, this License will automatically 
terminate upon the conclusion of the thirty (30) day grace 
period. 

12.4  Effect of Termination.  Upon the termination of this 
License for any reason the following terms shall apply:  
(a) all rights granted under this License will immediately 
terminate and you must stop all use of the Product and any 
Redistributables; (b) you must return to Borland or destroy 
all copies of the Product provided to or made by you, and 
will, within ten (10) days after the effective date of 
termination, provide Borland with written certification 
that all such copies have been returned or destroyed; and 
(c) all provisions of this License with the exception of 
the licenses granted in Sections 2, 3 and 4, will survive 
termination of this License for any reason. 

13. GENERAL PROVISIONS. 

13.1  Audit.  If you are entering into this license as an 
entity other than an individual (e.g., as a corporation, 
a partnership, or other organization), during the term of 
this License and for one (1) year thereafter, Borland or 
its outside auditors will have the right to conduct an 
audit of your records and computer systems to verify that 
you have paid to Borland the correct amounts owed under 
this License and determine whether the Products are being 
used in accordance with the terms of this License.  Any 
audit will be conducted during regular business hours at 
your facilities, with reasonable notice.  You agree to 
provide the audit team access to the relevant records and 
facilities and to provide reasonable assistance to Borland 
in connection with this provision. You agree to pay the 
cost of the audit if any underpayments during the period 
covered by the audit amount to more than five percent 
(5%) of the fees actually owed or if the number of 
deployments of the Products is more than five percent 
(5%) in excess of that licensed.

13.2  Canadian Transactions.  If you are subject to 
Canadian law, you agree to the following: 

The parties hereto have expressly required that the 
present License and its Exhibits be drawn up in the English 
language. /  Les parties aux presentes, ont expressement 
exige que la presente Convention et ses Annexes soient 
redigees en langue anglaise. 

13.3  Hazardous Uses.  The Product is not intended for use, 
and you may not use or allow others to use the Product, in 
connection with any application requiring fail-safe 
performance such as the operation of nuclear power 
facilities, air traffic control or navigation systems, 
weapons control systems, life support systems, or any other 
system whose failure could lead to injury, death, 
environmental damage or mass destruction.  You agree that 
Borland will have no liability of any nature, and you are 
solely responsible, for any expense, loss, injury or damage 
incurred as a result of such use of the Product. 

13.4  Governing Law.  This License will be governed by and 
construed in accordance with the laws of the United States 
and the State of California, without giving effect to any 
conflicts or choice of laws principles that would require 
the application of the laws of a different jurisdiction.  
The parties expressly exclude the application of the 1980 
United Nations Convention on the International Sale of 
Goods (if applicable). 

13.5  Entire License; Severability.   This License 
constitutes the entire, final and exclusive agreement 
between you and Borland regarding the specific license 
transaction described herein.  If any provision of this 
License is held to be illegal, invalid or unenforceable for 
any reason, then such provision will be enforced to the 
maximum extent permissible and the remainder of the 
provisions of this License will remain in full force and 
effect. 

13.6  Assignment.  You may not transfer the Software media, 
assign this License or assign any of your rights or delegate 
any of your obligations under this License, by operation of 
law or otherwise (including by merger, sale of assets or 
consolidation), without Borland's prior written consent.  
Any attempted assignment in violation of this Section 13.5 
will be void. 

13.7  Export Control.  You may not directly or indirectly 
transfer the Product, including its documentation, to any 
country if such transfer would be prohibited by applicable 
law, including the U.S. Export Administration Act and the 
regulations issued thereunder. You agree to the foregoing 
and you are representing and warranting that you are not 
located in, under the control of, or a national or resident 
of any such country. You will be solely responsible for 
identifying and complying with all laws of any jurisdiction 
outside of the United States regarding the import, export or 
use of Products and technical data supplied by Borland.  You 
will obtain at your own expense all licenses, permits or 
approvals required by any government to use the Product. 

13.8  U.S. Government Rights.  The Product is a "commercial 
item" as that term is defined at 48 C.F.R. 2.101, consisting 
of "commercial computer software" and "commercial computer 
software documentation" as such terms are used in 
48 C.F.R. 12.212.  Consistent with 48 C.F.R. 12.212 and 
48 C.F.R. 227.7202-1 through 227.7202-4, all U.S. Government 
end users acquire the Product with only those rights set forth 
in this License. 

13.9  Waiver and Modifications.  All waivers must be in 
writing.  Any waiver or failure to enforce a provision of this 
License on one occasion shall not be deemed a waiver of any 
other provision or such provision on any other occasion.  This 
License may only be amended by a written document signed by 
both parties. 

If you would like to alter the type or usage parameters of any 
license you have acquired from Borland, you must first contact 
Borland to obtain written approval and pricing for any such 
modifications to your license. 

If you have any questions about this License, please contact 
your Borland authorized reseller or Borland.  IF YOU AGREE TO 
THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT, please 
indicate your acceptance as indicated below.  This will be the 
legal equivalent of your signature on a written contract, and 
equally binding. You must agree to these terms and conditions 
in order to download and/or install the Software.  If you do 
not agree with these terms and conditions, you should indicate 
below that you do not accept, and exit this process, as Borland 
is unwilling to license the Software to you in such case, and 
you may return the Product within ten (10) days after you first 
received it to Borland or your Borland authorized reseller, 
along with its original packaging and proof-of-purchase, for a 
full refund. 

Borland Software Corporation
20450 Stevens Creek Boulevard, Suite 800
Cupertino, CA 95014-2265


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KONIEC