Loading...
HomeMy WebLinkAboutIT1997-0299 - Original - WA State Dept. of Information Services - Microsoft Select Software Products Sublicense - 04/01/1997 11/18/1997, 11:12 3607531673 DIS TECH BRK SVCS PAGE 127 Software Sublicense,Indemnification.And Financial Obligation Agreement for Micrflsofta Select Software Products This Agreement is entered into by and between the Department of Informtndon Services("DIS'l,an agency of Washington State government.and L' �c�, "V-7 CAgency"),a Washington State agency or political subdivision. This Agreement sets forth the terms and conditions under which Agency shall be provided with Microsoft Corporation's Select Software Products("Software')and shall be sublicensed to use such Software. The Software has been licensed to DIS pursuant to the terms and conditions of the Microsoft Select Agreement, between the Microsoft Corporation('Microsoft")and DIS. 1. E ffeetive Date.The effective date of this Agreement shall be the date of execution by both parties,but no sooner than or April 1, 1997. 2_ o i All title and copyrights in and to the Software (including but not limited to any images, photographs, animadons. video. audio. music. text and "applow" incorporated into the Software), the accompanying guides. manuals and other printed materials. and any copies of the Software, are owned by Microsoft or its suppliers. The Software is protected by applicable copyright laws and international treaty provisions. Agency may not copy any Microsoft guides. manuals or other printed mustials describing or expiaining the Software_ All that is granted to Agency is a right to use the m are me as set n�forth t�y is Agreement and the Product Use Rights. An Agency may retake as manycopies 10 distribute the Software to its users.not to exceed the number of Select Software Products ordered. Such copies may be made only from a Select CD-ROM obtained ftom Microsoft or one of its Miat",or a fulfillment CD- ROM or disk set obtained from DIS or from a Microsoft approved fulfillment source. All copies mmust bbg� and complete copies and shall include all copyright and trademark notices of Microsoft Corporaxi may also store or install copies of the Software on a storage device, such as a network server, used only to install or rem the Software on Agency's other computers over an internal network. however, Agency must acquire and dedicate a sublicense for each separate computer on which tau Software is installed or run fim the storage device.A sublicense for any Software may not be shared or used concurrently on different computers. ;. Pr Each copy made pursuant to the right granted above may be used only subject to and strictly in accordance with the terms.conditions, limitations and restrictions eonuined heeear and the applicable provisions of the most recently released version of the Product Use Rights. Microsoft may need to change the product Use Rights during the term of this Agreement to accommodate the addition or deletion of Select Software Products or the introduction of new versions of existing Select Software Produce No such change will ever retroactively alter the terms under which an Agency may use Is Copy of a Select Software Product previously sublicensed. The revised Product Use Rights shall take the place of the existing version, and each copy of a Select Software Product made on or after that daft shall be subject to the terms thereof;as amended q other gesuictim. The Software is for use only by the cortaeting Agency and will not be leased.loaned or axnsfeaed in any form. The Software may be used on computers owned. leased or used by the Agency. The Software may be used on a portable andlor home computer within the parameters specified the or dProd mbke e Rights provision above. The Software will not be modified,reverse eogiee Agency shall not transport,export or otherwise transmit any Select Software products or related documentation. technical data or any software developed by Agency using one or more Select Software products out of the United States except in compliance with all export control laws and regulations of the United States. S. Agency Responsibilities. "Ile Agency is responsible for undersonding and complying with the restrictions described above. The Agency will use reasonable efforts to snake its employees. agantL cotttraaors. representatives or other individuals using the Software under this Agreement aware that the Software products are licensed by Mkmaok may only be used subject to the tam:and conditions contained in this Aunt and the applicable Product Use Righm and may not be copied transferred or otherwise used in violation of such terns and conditions. Unauthorized copying will expose the individual and the Agency to civil and in some cases criminal penalties. Individuals found violating this policy will also be subject to disciplinary action. The Agency shall keep accurate records relating to Agency's reproduction and distribution of the Select Software Product(s). DIS reserves the right for DIS or Microsoft to audit the Agency's records during the tam of this Microsoft Subikense Agreement-1 11,/18/1997, 11:12 3607531673 DIS TECH BRK SVCS PAGE 28 Agreement and for a period of one (1) year thereatier. provided that such audit(S) shall be conducted during normal business hours in such a manner as not to interfere unreasonably with the operations of the Agency. Audit expenses shall be paid by DIS or Microsoft unless material unlicensed use of Microsoft software is disclosed by the audit.in which case audit expenses shall be paid by the Agent -Material Microsoft saftware-'shall exist if, upon audit.it is determined that.with respect to my Select Software Product the party being audited has Sublicenses or other licenses for fewer than ninety-five percent(95%)of the copies disclosed by the audit The Agency agrees that it is financially responsible (liable) for. (i)any financial or other loss to DIS caused by the Agency's actions or omissions; (6) any assessment against the Agency as a result of a material uniicensed use of Microsoft software identified in an audit; ON)any vioiation of copyright law or other restrictions set forth herein. In the event the Agency is audited and a material unlicensed use of Microsoft software is found. or Agency is found to be in violation of copyright law or any other provision of this Agreement. DIS will act in defense of the Agency, either by providing a defense to legal claims or by negotiating with Microsoft Corporation on behalf of the Agency. Agency hereby agrees to cooperate fully with DIS and legal counsel in resolving any dispure and will abide by any sedemertc negotiated between DIS and the Microsoft Corporation on behalf of the Agency. The Agency shall reimburse DIS in fall for any and all penalties.expenses andtor legal costs incurred in the defense of the Agency for any violation of this Agreement. "Agency" includes all its members. officers, agents, contractors representatives or employees. The Agency agrees to pay DIS in a timely fashion the agreed upon price for all Select Software Products and Services received by the Agency. The undersigned certifies that he/she has read.understands and agrees to the provisions of this Agreement and that he/she is has the authority to bind Agency to a legal contract. Approved Approved State of Washington. Agency Deparoment of Information Services Gw . .(AM Si�Aapae Si�taat Fna or Type Now Print or Type Nude Title Hare Ti Dale i a 15 Approved as to Form State of Washington, Office of the Attorney General Type Name / Askip6nt Attorney General Title Dam / Microsoft Subbeenn Agreement-2 11,/18/1997 11:12 3607531673 DIS TECH BRK, SVCS PAGE 29 MICROSOFT SELECT AGENCY COORDINATOR This form is to be completed only after your organization has signed a Microsoft Select"SOFTWent of n F- n SUBLICENSE,ces RMEMNInCATION, AND FINANCIAL OBLIGATION AGREEMENT" with the Deptrtm _ (DIS). The individual listed below has read and understands the obligations andorth will ben the l resect ponsible for coofdinattARE ngSa 1 INDEMNIFICATION, AND FII�IANCIAL OBLIGATION A activity between the organization and DIS for Microsoft Select Software Products accordingly. As the Select Agency Coordi nator, he/she will be responsible for tft Select Software Products Purchased he accurate accounting of all Microso from DIS by the organization. This form, when properly con►F leted and returned to DIS. will enable the Select Agency Coordinator to purchase the organization. The Select Agency Coordinator may authorize Microsoft Select Products by any means authorized by �► rom DIS by means of executed other personnel within the organization top form hase M'crosoft t However.the purchase of Microsoft Sect Products "MICROSOFT SELECT AUTHORIZED PURCHASER" relieves the Select Agency Coordinator of his/herby personnel other than the Select Agency Coordinator in no way responsibility to accurately account for all Microsoft Select products purchased from DIS. ORGANIZATION NAME. Signature of the person who has execute "� C� SUBLICENSE. INDEMNMCATION, MCt OBLIGATION AGREEMENT"on behalf of organization: Telephone Number: Z Address: a c-� 'tom- Mall Stop: Fax y o k 9\ - Internet Address: Signature: When completed this form should be returned to: DIS TechnW02Y Brakuixg Services P.O.Box 42445 Mail Stop 42445 Olympia,WA 99504 FAX: (360)753-1673 �w= Washington Store Departmentof s1r�Il1for mimmon SPJ fes 11/18/1997. 11:1--. 3607531673 DIS TECH BRK SVCS PAGE 30 MICROSOFT SELECT AUTHORIZED pURCHASER This form is to be completed only after your organization has signed a Microsoft Select"`SO FTWARE SUBLICENSE, INDEIMI+IIFICATION, AND FINANCIAL OBLIGATION AGREEMENT" SELECT AGENCY COORDINATOR" enrollment form with the Department of Information Services(DIS). Having provided the signature of the Microsoft Select Agency Coordinator in the space provided,the individual listed below will be authorized to purchase Microsoft Select Software products from DIS by any means authorized by the organization. As a Microsoft Select Authorized Purchaser,it is the responsibility of the individual identified below to report all new purchases of Microsoft Select Software Products to the Microsoft Select Agency Coordinator to insure that an accurate count of all Products purchased can be maintained by the organization. ORGANIZATION NAME: DIS Agency or Sub-Agency Account Number: Name of Microsoft Select Agency Coordinator (Print): �_ o Signature of Microsoft Select Agency Coordinator: Name: Telephone Number.--4a�� Address. Citymp: Mail Stop: - Internet Address: signetnn: When completed.this form should be returned to: DIS Technology Brokering Services P.O.Box 42445 Mail Stop 42445 olympia,WA 98504 FAX:(364)753-1673 ,d , W(shilr ton Stole Department of 111pp-lnormation ServiCeS 15-97 04 : 5 2 P I of r.)t tna t i r r '06 F359 4018 P. 03 11/18/1997 11:12 3607531673 DIS TECH BRK SVCS PAGE 28 Agrestttent and for a period of one (I) year tltereWkr. provided that such audits) shell be conducted during noratsl bat bm=bours in such a tnarawr as not to interfere unrasonably with the operuiow of the Agency. .edit OF shall be paid by DIS or Microsoft unless material unlicensed use of Miaorai software is dlulosed by ow audit_m wbxb use audit expenses shalt be paid by the Agency. "Mates ai unlicensed use of Miami softw@W'shill eam if.upon suit it is dammi ed that wilt respect to stay Seta Softwm Ptoducx the parry being audited has Subliaerlsts or other licence for fewer than nimy five pa c as (95%)of the copies disclosed by the audit The Ageeey eta dirt it is flna DORY tapomi*(IlabM) for. (D any fm.ecial or other toss to DIS caused by the AgaKy's actions or omis$W= (0) any assenmunt against dw Agewy as a rtasult of a mamial unlieaned an of Microsoft software iders&sd in an mmk (itt7 m'vioistion of copyright law.or other InUictiotts sec faun herein. In the event the Agency is andifad and a ataor W unlicensed use of Miami softwom is found.or Agency is found to be in violation of eopyrig&law or say ather provision of this Agreeaent. DIS will act in defense of the Agency, either by pmviding a defense to legal chin or by negotiating with Microsoft Corporation on behalf of the Agency. Agency hereby agtw n coopsrsre fully whin DIS ate Iegal ostmsef in raohrWg may dispw and will abide by nay seatemenrt negodated banwaea DIS and due Miami Corpomtm on behalf of the Ageacn. The Agency shall reimburse DIS in furl for any sod all pataideL saapana saWar legal can maned in the defense of the Agency for any violation of this Atce inent. "Agency" indudes all iu membem of8cere. agents. cw"Ncu rs repraw=bves or employees. The Agency &trot to pay DIS in a tbneiy fashion the agreed upon price for all Select Software Products end Services received by the Agency u ned cwtdles dta hehhe has read understads and agrees to the provisions of this Agreeuau:at and that hefsbe is has the wthc city to bind Agency to a iegai contract. Approve" Apptovod Stm of washingtm ASmicy DeparWHW of InformSz on Sgrvices Gvt J sigr.ae him err ;;t+.e. Praia or Type l+awe 14z4v lq--)- no D= '�_'P ate Apprvv as to Four SUM of Wmltatgwn, Office of the Atto=ney Getnaal . ape Neese A Amortney Ganetal rot naoz Mieteselt SabMa -2 11/18/1997 11:12 3607531673 DIS TECH BRK SVCS PAGE 02 The Department of Information Services Microsoft Select Purchasing. Program Information - and . R e' stration Booklet . �unm WashrngtonStateDepartmentof �•e informadon Services 11/18/1997 11:122 3607531673 DIS TECH BRK SVCS PAGE 03 Purchaser Information DIS/Microsoft "Select"Program The Department of Informtation Services has entered into an agreement with the Microsoft Corporation that enables state and local government organ4aWns to take advantage of flexible licemsimg options and discounted pricing available through Microsoft's"Select"Purchasing Program. Introducing the DIS/Microsoft "Select"Program Microsoft Select is a purchasing program for software license products that is designed to reduce the con associated with acquiring, maintaining and managing Microsoft software. Through this program,the DIS Technology Brokering Services section can offer state and local government organizations the benefits of special discount pricing normally avaiiable only to very large corporate customers. In addition,purchasers enjoy the benefits of favorable pricing while ordering products on an"as-needed"basis rather than having to commit to large-quantity transactions. What is the rerms of the Select Program? The term of the current Select Program is two years.commencing April 1, 1997 and ending March 31, 1999. What products are Available? The Select Purchasing Program allows organizations to pay for only those software product componentss.they need. 'these components are typically made up of the license.the installation media(diskettes or CD-ROM)and the.user documentation. When ordering a license product,for example,you will receive authorization to install that product according to its current licensing provisions-however;you will not receive the installation media or the user documentation. Because die instaliation media and documentation can be ordered separately and may be shared among an unlimited number of users,your overall software acquisition costs are minimized. Licenses you purchase or currently have may also be enrolled under Upgrade Advantage or Upgrade Advantage Plres to entitle you to get-current,stay-current"and"concurrent use"rights for the term of the existing Program period. Sofiware I,ieutses:These products are for those needing to install a Microsoft software product on a workstation or server for the fast time. The purchaser may obtain the required product license through this Program. The right to use these products, subject to Microsoft's"Product Use Rights",extends indefinitely. Sottware t:S ee➢r.,�i=M MU!M ordered env time during the two-year ftffam mod.and will be invoiced as a one-time chan at the end of the mouth in which they are ordered U de dva hiss These products are for those who have already licensed a Microsoft software product on a workstation or server. Upgrade aad concurrent use rights for the following products expire at the same time,which is the end of the Program period. UpgrodeAdWwtagr. By adding Upgrade Advantage to an existing license product;purchasers may iastan the most current version of the product,and any or all new or updated versions that may be released by Microsoft anytime during the two- year Program period- Upgrade Ad mWage Plus:Provides aU the benefits of Upgrade Advantage above,plus allows shared,or concurrent access to specific Microsoft applications(no longer included as part of the basic licensing provisions). Upgrade Advantage Plus is only available for specific application license&and metering software is requited to be in place to ensure that the number of licenses in use does not exceed the number of licenses enrolled in Upgrade Advantage Plus. U an o ds A Ptru a will be invoiced as a one-timeat the end ofthe M9V&in which reaa+dless o when the Mduct is ordered during the Program period.and will not be pro-rated according to the date of the ywchase, SofiWare dbv&udm media and doeumentadw These"tangible"products include software distribution diskettes and CD- ROMs,end Microsoft user documentation(program manuals). Orders for these products will be pracmed as standard product orders by DIS Technology Brokering and will be billed monthly with other"non Seled'purchases. own Washington Store Department of vassim111PP-Informiffl'onSeivices 11/18/1997 11:12 3607531673 DIS TECH BRK SVCS PAGE 04 Is ml-cmwft Select a Statewide Muster Agreemeae7 Although similar in some ways,MIC80t oF1'SELECT iS NOT A STATEWIDE MASTER AG]tEEMEm $eesuae he attain ch o to keeping and other rapitemean of the Prog=.all orders for Microsoft Select PMd=U thrust be plstxd Through the DIS Technology Brokering Services section ratifier than directly with a vendor. This approach also charms the gft�est possible discounts. Do purchases Made Throuo Ire DIS%Microsoft Select Progrm r Sd6*fy the State's CotapeddW Acqubidoa RegQiFentaff p Account Resellef'which was selected Yes. Microsoft Select productsft will be supplied through a Microsoauthorized"Large through the competitive acquisition process. Select Program Enro&ffent Steps This P cvicw,sign,and return the"So[tware Sublicense.111d.emniffeatiaL and Financial Oblineion Atseemttlt." Agrcoment must be siyted by an officer of the organization who has the authority to bind the organization to a legal contract Complete and return the "MM2211dw ALenemy Coordin "enrollment form, This form,identifies the individual within the purchasing organization who will serve as the primary point-of-contact for the=dmge of information regarding this program,and who will be responsible to account for all Select program activity within the purchasing organization. • Complete and return the''Microsoft Seled wuthortud Parebs"e,awollment form. Authorized Purchasers may be added at any time during the Program period with the consent of the purchasing organization's Select Program Coordinator. Note: The purchasing organization must be a current customer of DIS services. Organizations that do not have a ctut+ent business relationship with DIS can complete a"Cuetotaer Servile Aneeamei." The Customs Sertrice Agteetnent fotfn and related information may be obtained from Debra Dunn.at(360)902-355L How to Place an Order Orders for Microsoft License and Advantage Products can be placed.by Authorized Purchasers only,with the DIS Selo"Order Desk either by FAX,U.S.Mail.or E-Mail to; Dgmwoeent of rnformedow Services P.O.BOX 42443 OlyxV* WA 98304-2445 11Seff Swop 42445 FAX (360)664-0930 E:Maii:s&kv1@Alat&9a9 Microsoft License and Advanmw Product orders can be submitted on purchase order forms or other similar fortis used by the purchasing organization, Order%should include the Microsoft part number.description,quaot ey►and especoed pwcbm price- Current pact numb cm descriptions and prices can be found on Stioct price sheets.which will be printed and distributed monthly. How orders are Filled When an order for License or Advantage Products is received from an Authorized Purchaser by the DIS Select Order Desx the order Will be entered into the Select Order Tracking Database. The danbasts will gcna m a"DIS Miicrmft Select Order Confirmation!' which will be sear w the Patchaser via FAX or mail. Once the Purchaser:has received ibis mnbaiatdm doeumene,the otgantatioa may begin to use the ptodtuts listed m the quantities specified. The"DIS—Mievsoft Select Order CnfumsdW should be used by the organization to*=their Fieldmmhan Order receiving document ragwrement for Licatas and Advmrrage produM No additional proof of pwchase will be provided. Orders placed for:software distribution media and documenuation("tangible produas'l will be processed tbrougb the standard DIS Technology Brokering order system. These products will be supplied to the Purchaser according to the sbipPmg maauettons requemd,on the Customer order. How Orders are Billed Orders for Select LWOW and Advantage Products will be billed on a monthly basis. Orders for dbt ribtuion media and documentation will be billed separately at the and of each month with any other regular DIS invoice activity Where to Call with Quasdons Questions about the DIS/Microsoft Select Program may be directed to the DLSSders fie*LLte at(360 992-0:301,or sent via E-P" to:sdeer(u�diatt►arov i MOM We1VMSt&0qP=Mt0f 1m1o1pe-m IRfp/I adonSetwo 419197 11/18/1997 11:1,2 3607531673 DIS TECH BP.K SVCS PAGE . 05 The Department of Information Services Microsoft select Purchasing. Program • f • • • •. • • • • • -• • • • • • • • • • • • • • Product Use Rights 11/18/1997 11:12. 3607531673 DIS TECH BRK SVCS PAGE 06 ADDENDUM A to MICROSOFT SELECT MASTER AGREEMENT PRODUCT USE RIGHTS For the purposes of interpreting these Product Use Rights the term "Software" shall mean the software portion of the Select Software Products. For Licenses ordered under an Outsourcer Enrollment agreement.all references in these Product Use Rights to "Licensee"shall be deemed to be references to the Lead Customer or the Lead Customer Affiliate to which the Licensee has rented.leased or otherwise provided the Software.rather than to the Licensee itself I. li ion Prod — For products which are classilled in the Select Product List as belonging to the Application Product Pool.the followio=apply: A- For application produce not otherwise identified beiew,rbe fo&wing seerian is applicable For each License acquired. Licensee may use one copy of the Software on a single computer. The primacy user of a computer on which a copy of the Software is installed may make a second copy for his or her exclusive use on a portable cc lnpuwr. B. For MletosoJiO Office, .WicrosoftO OfJke Professional .WknwfIS Farcei, Microsoft® Word, .�Ilcrosofle powetpoint, .Vicrosofe Schedule+, .vilcrosoffS Access. Allcresojl* Pubilsher, .1lic%roffe Iverks, .Microsoft® Projeu, and .W1croS0f� FrextPoge' the followLrg sectiox is applicable For each License acquired. Licensee may use one copy of the Software on a single computer. The primary user of a computer on which a copy of the Software is installed may make a second copy for his or her exclusive use on either a home or portable computer. C For itticrosoftO Access Developers Too/kit 2--0, ;lalcrosoft® Visual C+•+44 Mlcros0JW Vcsual J'.T`t and,NlerosolM Visual FoxProg professional.dig following section is applicable I. So are For each License acquires. Licensee tray designate one individual within Licensee's organization who will have the personal. nonexclusive license to use copies of the Software for the sole purposes of designing, developing, and testing Licensee's software product(s). Each designated individual may install copies of the Software on an unlimited number of computers provided that such individual is the only person who uses each such copy of the Software. 2— Electronic Documents. Solelv with respect to electronic documents, if any, included with the Visual. C, . and Visual 1+-r Software Licensee may make an unlimited number of copies(either in hard copy or electronic form), provided that such copies shall be used only for internal purposes and are not republished or distributed to any third party. D. For Microsoft Access Devdopets Toolkit 2.0,die following addidonai section Is applicable REDISTUBUTABLE COMPONENTS. I. Kedistribumbie Run-Time Come. In addition to the rights granted above. for each License acquired, Licensor giants Licensee a nonexclusive royalty-free right to reproduce and distribute the object code version of those portions of the Software listed in the Sotware in the ADTEULa.TXT file ("Run-Time Files"), provided Licensee comoiies with Section 3 below. 2. Additional gec4stribuimble Comoollents. In addition to the rights granted above- for each License acquired Licensor grants Licensee a nonexclusive. royalty-ft'ee right to reproduce and distribute the object code version of the Software identified in the ADTEULA.TXT file as "Replication Manager Redistributable File Luting" ("Replication Manager Files"), provided Licenne complies with Section 4 below. Redistribution Requirements--Run-Time Files. If Licensee redistributes the Run-Time Files.Licensee agrees:ti)to distribute the Run-Time Files in object code only in conjunction witli and as a pan of a Product Use Rights American v4. 0(September i, ?99 11/18/1997 11:12 3607531673 DIS TECH BRK SVCS PAGE 07 soin,are product developed by Licensee which adds significant and primary functionality to the Software and «-tuck is deveioped to operate in the Windon-s or Mridows "TT en ironment: eii)that Licensee's iofr%vare product does not substantially duplicate the capabilities of NvUcrosoft Access or.in the reasonable opinion of Licensor. compete►%,tth same: t UL)to not use Microsoft"s name, logo. or trademarks to market Licensee's soft%%we product: (iv) to include a valid copyright notice on Licensee's software product: and «) to Lndemnii% hold harmless. and defend :Microsoft and its suppliers from and against any claims or lawsuits. inchiding, anorricis• fees. that arse or result from the use or distribution of Licensee's software product. Unless Licensees software product requires Licensee"s. customers' to license Microsoft access. or incorporates a Run-Time File. in order to operate.Licensee may not reproduce or use any of the Run-Time Files for commercial distribution to coniunction with a Qeneral purpose word processing, spreadsheet. or database management software product or an integrated work or product suite whose components include a zenerai purpose,%word processing.spreadsheet. or database management soihvam product except for the exclusive use of imporung or exporung data to. the various formats supponed'by Microsoft Access and included in Licensers sofin-are product te.g.. reading data from and writing data to a single data source at one time). Note: A product that includes limited word processing. spreadsheet, or database components long with other components which provide significant and primary value. such as an accounting product .mith limited spreadsbeet capability.is not considered to be a-general ptupose'Product- 4. Redistribution R rnents—Pcolicttion Manager Files: if Licensee redistributes the Replication Manager Files Licensee agrees: ti)to toot use Microsoft's name.logo.or trademarks w market Licensee s software product: (ii)to include a valid copyright notice on Licensee's software product: and (its)to indemnify, hold harmless.and defend Microsoft and its suppliers from and against any claims or lawsuits. inciudins anorneys' fees. that arise or result from the use or distribution of Licensee's software product: The REDISTRIBL''I'-'1BLES are provided "as is" and without warranty of any kind. E. For mcrosofrg FroxtPoge�the fol1mving adMonal section is applicable 1. ADDITIO\aL 1UGHTS AND/OR RESTRICTIONS_ In addition to the applicable rights and restrictions othe%%rise stated in this Section I. Licensee's use of the Software is subjea:to the following rights and/or restrictions: • Samples Licensee may use. copy. modify. adapt and adjust the sire. color. brightness, err. of the samples that are included in the"Sampies-mf-File of Miet'oso8 Image Cotnposet version LS("Samples"). M combine the Samples with other images, teat, animation. video. sound and soittwate to create documents. products. materials and services(collectively. -Products'): and(c) manufactm market. sell. Iease. rent traas=L license and otherwise distribute. directly or indirectly, the Products conmining the Sampim subject to the following restrictions= • Distribution. -Licensee may, not distribute the Samples using the -flp" (file trander protocol) for the Internet. • Reproduction. Licensee may not=ant end-users of Products any rights to reproduce the Samples. • Intecration into Products. Licensee may not sell or license the Samples on a stated alone basis or transmit or distribute the Samples as part of any Product for resale: however.Licensee may transmit and distribute the Samples as part of am promotional, marketing or advertising documents. materials. products and'sei ices distributed through any.meditun. including but not limited to the following: Corporate brochures Corporate logos Trade show materials Anrnxal ml) N'ewspaper advertisements Newsletters Presentation handouts Promotional mWdmedia titles and games Product catalogs Direct mail materials T ,Cable advertising Magazine advertisements `.-Voridtiide web pages Exhibit designs Corporm identity matenais • Use in Corporate Identity Materials. If Licensee uses the Samples to create corporate identity .V orrh.4mencan r1.0 lSearember 1, 1997'1 Product L'se Rignts 11/18/1997 11:12 3607531673 DIS TECH BRK SVCS PAGE 08 materials(i.e.a"logd').Licensee is solely responsible for any trademark Search-10 Clear the Samples)for use in this fashion and any and all associated costs for znr such search. Licensee shall have no right under the terms of this Section E for the eac)uslvc use of aac Samples. notwithstanding the results of any trademark search conducted for use of the Samples. - Certain Uses Prohibited. Licensee may not use the Samples in any pernorMWr-defamatory.libelous or other unla%IW manner. 2. OTHER TM%IS A.ND CONDITIONS. Licensee's use of the Software is subject to all remaining applicable pro%isions of this Section I. F. For Mierosof is Offiee 97 D^vIgpers Edition, eke follo►viirjr aditireonal section is applicable 1. Electronic Daeumerits. Solely-pith respect to electronic documents.if nay.included with the Soft-are- Licensee may make an unlimited number of copies(either in hard copy or electronic form).provided that such copies shall be used oniv for internal purposes and are not republished or distributed to any third party- I. Redisrriburabje, Comnonems. (Note: the Sample Code.Run-Time Files and Replication Manager Files.each as defined below. are collectively referred to as-'RED1STRlBUTABLES.'-) (a) Samnk Code Licensor panm Licensee a nonvwAusive-royalty-bee right to use and modif%those poravns of the Software idendfled as sample code('Sample Code')and to reproduce and distribute the object code form of the Sampie Code.prowled Licensee complies with Section(2)(e).below. (b) Redbtnbutable Run-Time Corot to Licensor grates Licensee a no wdusive r valty tiee right to reproduce and dismoute the object code-,session of those poruoas of ft Software lMd in the Software in the ODF.EULA.TXT We("Run-Time Files")- prodded Licensee Mzpfles with Swim(2Xd)belm. In the event that Licensor has obtained the Software as an upgrade_ the rights garroted in this subsection also apply to the Rua-Tian Files identified in and provided pith am.prior version of the SOftw=. (c) Additional gedigribumWe Comps Licensor giants L'ae w a npncxltuzve, r&Adr fire tight to reproduce and disaibtue the objects code vemon of the Software idawfed in the ODEEUI.ATXT Me as I eplicadon Nianager Redisibtitabk File Listmf ("RgAc W=M=W FAwj provided Liotassseeemplies with Section(2)(e)below.in the event that Licensee has obtained the Software as an upgrade the sights gtanmd in this subsection also apply to the Replication Files idettt t in and provided with any prior Nwswn of the Software. (d) Redisrrrbatien Ftrani:eMWg=Raa-T=_Fil If Liaesiset redistnbutres the Rim Tiang Flies. I.i=sw amees:W to dison xm the Rua Time Riles in object code only in conjmction with and as a part of a sottwom product de%vioped by Lioerssmus which adds stgmficiat and priman�tlmcnona*to the Software and whwh is de%vkged to operate in the Windows or Windows NT envir (it)that Licensee's sedwae prod=dries not substaatia1r duplicate the capabilities of Microsoft Ace=or.in the r emonabie opmidn of Licensx ooAipae with same;(iiii)to not use Ukrosoft's name. logo. or trademarks to market Licensee's software ptvdetct-(iv)to include a valid WAOt notice on Lic um*s sof wue product and(v)to iademaifv:bold htarmless and de*W Licensor and its suppliers from cad aainst aar claims or lawsuits. including aumneys'fees that arise or result from the use or distribution of Licensee's soft-m product. Unless Licensees software product requires Licensee's customers to license Microsoft(AeoM in order to open utr Licensee may not reproduce or use am of the Rua Time Fins for commenaial disu*uooa in conjunction %ith a general purpose word processing. spreadsheet. or database management software producL or an integrated work or product suite whose components inchrde a general purpose word processing, spreadsheet: or database management software product except for the cwluswe use of importing data to the various formats supported by Microsoft Access. Note: A product that includes limited word processing. spreadsheet, or database components along with other components which provide suptificam and prw my value.such as an accounting product with limited spreadsheet capability. is nor considered to be a"general purpose-product. (e) Redistnbition R@m&h==ter—Samok Code or Rwlig" Manaasr Ftles4 If Licence rediw1buites the Sample Code or Replication Nlattager Files.Lic=-Ace agruxi:(i)to not use MictosoR's names logo or trademarks to matinee I iceatee s software product (ii)to include a valid copyright notice on Licensee's software product -3- \Vorrh Amertcen v.t-0 (Sepremcer 1. 1997i Producr G'se Rtvhrs 11/18/1997 11:1? 3607531673 DIS TECH BRK SVCS PAGE 09 snd (W)to indemnify. hold harmless. and defend Licensor and its suppliers from and against any claims or la.,,=ts.urjuding amorncys' fees`that arise or result 4om the use or distribution of Licensee's software product. The REDISTMUTABLES are provided"as is"and without warranty of any kind. G. For MicrosoftO Vad Remote Client and Schedule+Starter Sit Hie folloaang secdion is appfcable For each License acquired Licensee may use Software designated as Server software on a single computer system (i.e.. a network server) and may use Software designated as Workstation software un a single computer or workstation. If any licensed copy of the Workstation software is permanently installed on the hard disk or other storage device of a computer (other than a network server) and one person uses that computer more than 30%of the time it is in use. then that person may also use the Workstation software on a portable computer. X. For application products enrolled in Upgrade Advantage Plus Hie following additional rights are applicable At any time_Licensee may have as many copies of the Software in use as Licensee has Licenses enrolled in Upgrade Advantage Plu&as long as Licensee has metering software in place to enure that the number of persons using the Software cen currenth does not exceed the number of licenses carolled in Upgrade Advantage Plus. A License for the Software may not be shared or used concurrently on computers located in different time zones.or by a user who is neither an employee of Licensee not an independent contractor providing services to Licensee of the type that are customarily perfbrmed by Licensee's employees. The primary user of a computer on which a copy of the Software is installed or which runs the Software from a storage device used only to install or run the Software on Licensee's computers over an internal network may make a second copy for his or her exclusive use on a portable computer, provided that (x)the total number of second copies trade by Licensees users may not exceed the number of Licenses acquired by Licensee;(y)the number of second copies made by users of computers on which copies of the Software are not installed may not exceed the number of Licenses enrolled by Licensee in Upgrade Advantage Plus: and(z)Licensee must maintain records that enable Licensee to detwaine that it is in compliance with the limitations expressed in clauses(x)and(y)above. L For Microsoft®Visual Basic®,the follo+eing secdOR is applicable 1. . For each License it acquires. Licensee may designaw one individual within Licensee's organization who will have the personal. nonexclusive license to use copies of the Software for the sole purposes of designing,developing,and testing licensee's software product(s)that are d=gwd to operate in conjunction with any Microsoft operating system product Each designated individual may install copies of the Software on an unlimited number of computers provided that such individual is the only person who uses each such copy of the Software. 2. ELectmj& Solely with respect to electronic documents.if any,included with the Software- Licensee may make an unlimited number of copies(either in hard copy or electronic form),provided tbat such copies shall be used only for internal purposes and are not republished or distributed to guy third Pam. 3. RediSdkutable Comtnonents. (a) Sample Codn Licensee array use and modify the source code version of those portions of the Software designated as "Sample Code ("SAWLE CODE") for the sole pugmes of designing, developing, and testing Licensee's software product(s), and to reproduce and distribute the SAMPLE CODE, along with any modifications thereof only in object code form provided that Licensee complies with Section (3)(c) below. N Redistributable Components. Licensee is granted a nonexclusive royalty-free right.to reproduce and distribute the object code version of any portion of the Software listed in the software file Redistvt or.for versions prior to Visual Basic 5.0. in the software file SWDEPEND.TXT or README MY (collectively, "REDISTRIBUTABLE SOFTWARE"). provided Licensee complies with Section(3)(c)below. (c) Redistribution Requirements_ If Licensee redisO*= the SAMPLE CODE or REDISTRIBUTABLE SOFTWARE (collectively_ "REDISIRIB[TTABLES")_ Licensee agrees to: (I)distribuae the -4- N,orth American v4.0 (.September 1. 1997) Product Use Rights 11/18/1991 11:1`2• 3607531673 DIS TECH BRK SVCS PAGE 10 REDLSTMLrrABLF_S in object code of&in conjunction tinith and as a pact of a saftwara application product developed by Licensee which adds significant and primary fiutetionality to the Schware and that i$developed to operate on the N icrosohs Windows or,% iaosoat Wiadoas NTt emrimnment(-AppIia&nor ):(II)not use Miausoh's name logo.,or a2den>arlcs to market Licensee's sofhvwe application product (M)include a slid cop.,mght notice on Licam s software product:(M irndeuuu-fi, hold harmless:and defend Licensor ftvm and acunst am claims or lawsudts- including aWMCYS' fom that arise or result from the use or distribution of Licensee's sofux,= application product: M not permit f sober distribution of the REDLSTRML TABLES b► Licensee-s end-users. TIw following excepdea o appl}• w Seciion M �'e: (1)Licensee may pest ut fiicilier redistribution of the RMISTMUTARI ES by Lioeme s distributors to LICenSM'S erKHM automers if Licensee's distributors only distribute the REDLSTRISLTABLES in conjunction with,and as part of Licensee's Application and Licensee and Licensee's distributors covuQty with all other terms of this Seam,(1)and Sections (0)and(R)below:and(2)Licensor may permit Lieeasae's end users w reproduce and diinzbias the object code ti etsion of the fifes designated by".occ"fik extensiots('Contrvls')only in conjrmctioa with and as a pan of an application and/or Web page that adds Signific:mt acid prima',furiaionaiit�to the Consols-and such end-user complies with all other two of this Section(I)and Seams(0)and(R)below.MOTE:The ruts granted in the foregoing Section(2) DO NOT APPLY to those raw identified in the Software as Dbrid ocx and GnWb32.ocx The license in this section to distribute the REDISTRMUTABLES is Malty fire prouidcd that Licensee's software application prod=is developed for operation in the Windows or Windows NT ewAyonmcm Cant= Licensor for the applicable myalties due and other licensing terms for all other uses and/or distribution of the REDISTRMUTABLES. The REDISTMMUTABLES are provided "as WI and witboat warranty of soy Idnd. I For Microsoft 14bual C++,the foUe"ing additionzi section is applicable 1. Sample Code and Mir Mal Foundation Classes. Licensor grants Licensee the right to use and modify the source code version of those portions of the Software which are idendfud: (a)as sample code in the documearadon and/or listed in the subdirectory devswdlolvcltamples located in the Software (coliecti�-ely, '.SAWLE CODE") and (b) as the viicrosoft Foundation Classes ("1vlFC"), for the sole purposes of designing,developing and testing Licensee's software product(s). g Licensee complies with Section(P)below. ?. Redistributable Files. Provided Licensee complies with Section(P) below(and Section(0) below. if applicable). Licensor grants Licensee a notnexclusivY. royalty-free right to reproduce and distribute the object code version of the following portions of the Software(ColleCively, the"REDISTRMUTABLES"): (a) S.M.AIZ CODE (including any modifications Licensee makes). and (b)IMFC (including auv modifications Licensee makes), and(e)the tiles identified in the Redistrb.wri file located in the Software. For purposes of this subsection,"modifications" shall mean enhancements to functionality of the WC or Sample Code.. & For Arx"soft Yrsusl j++,rise following addhimW secuon is apple 1. Samnk Cody.Licensor grants Licensee the tight to use and modify the source code version of those portions of the Software which ace identified as sample code in the docu menmdon . and/or listed in the subdireao>~ DevStudidNMampks located in the Software ( -SAMPLE CODE"). for the sole purposes of designiM developing,and testing Licensee's software produa(s).provided Licensee complies with Section(P)below- Z. Redistribugble Files. Licensor grants Licensee a nonexclusive. royalty free right to reproduce and distribute the object code version of the following portions of the Software' (c0ttCctivetY- -REDISTRIBUTABLES"): (a)the files identified in the REDISTVJ.WRI Me listed in the subdireetory DevStudio1VAUtedist located in the SaRware: and (b)SAMPLE CODE (including any modifications Licensee makes), grqvieAd Limat compiies with Section (P) below (and Section (0) below if applicable). ti' F-xuk=r Licensee may use copies of the Microsoft Inurna EXlorer softvMrt only in conjunction with a validly licensed copy of Miciasoft open ug system products(e.g..Windows 9=or Windows .Vorrh American%4.0 (September 1. 1997) - Product Use Rights 11/18/1997 11:12 • 360.7531673 DIS TECH BRK SVCS PAGE 11 NT).Licenses mad•make copies of Microsoft Internet Explorer for use on all computers for.vhich Licensee has licensed Microsoft a M"s srstema products. NOTE ON J4VA SUPPORT_ The Sott are product may contain support for programs written in lava" lava teclwolog}is not fault tolerant and is not designed. manufactured or intended for use or resale as online control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities.aircraft na%igation or communications s%stems.air traffic control.direct life support machines, or .seapons systems. in which the failure of lava technology could lead directly to death.personal injury-or seVrre phvstcal or environmental damage. L. For Microsoft rmral FoxPro professional.the following addiriomal secriom is applicable 1- SM2k Licensee is granted the right to use and modiA-the source code version of those portions of the Software designated as -'Sample Code" ("SAMPLE CODE-) for the sole purposes of designing developing. and testing Licensee's software product(s). and to reproduce and distribute the SANeLE CODE_ along titiith any modifications thereof only in object code form prodded that licensee complies with Section(3)below. 3. Redisaibutabie Components" Licensor grams Licensee a mnruoclaaive royalty-free right to reprodum and distribute the object code version of any portion of the Software except those Mes listed in the Software file Ucensex\t ( -REDISTRIBU TABLE SOFTWARE-). prwidad that Licensee complies with Section(3)below. In the event that Licensee has obtained the Software as an upgrade. the rights panted in this Section (2) also apply to the Redistributable Software identified and provided with any prior version of the Sofhvare licensed to Licensee. =- Redistributjon Rggtnremettts. if Licensee redistributes the SAMPLE CODE or REDIS'TRIBUrABL.E SOFTWARE (collectively- -REDISTRIBUTABLES). Licensee agrees to: m distribute the REDISTRIBUTABL.ES in object code only nl conjunction with and as a part of a software application product developed by Licensee Much adds significant and primary hmetioaality to the Software; (II) not use Microsoft°s name.logo.or trademarks to market Licensee's software application,psodu m=include a valid copyright notice on Licensee's software product: (IV)indemnify, hold harmless. and defend Licensor from and against any claims or lawsuits- including attonwt s' fm that arise or rmk ffEom the use or distribution of Licensas's software application product (1+)not permit fiuther distribution of the REDISTAMUTABLES by Licensee's end-users. Contact Licensor for the applicable royalties due and other licensing terms for all other uses and/or distribution of the REDISTRMUTABLES. The REDLSTRMU 'ABLES are provided"as is" and without warraesr of any kind. M For Microsoft®rival lnterDeoTl tke followfmg seczkw it applicable 1" GRANT OF LIB. The Software is cotnpr sed of"Client Software'(those components idled in Elie Software as Aficroaojr L isual IrwDev MedEa.UMAWer,lduac Produrcer, and Image Campeau)and"Sewer Software" (those portions identffieded in the Soflwam as active .Saver Page& Personal Web Server and FronrPoge Sewwr Frn vrarsi.Lioeaaee is grand the bellowing ri glts; a Claw Saftware For each Lie it acquires Licensee may inssail and use up to one copy of any CCrllpOadnt identified as Client Softme.or any prior version of the same oomponast CUM Software for the same opeAdag system on a single comptimr.The primary user of the computer on n hich the Software is installed may make a s=ourl copy for his or her exclusive lusive use on a portable computer. b. Sepia-Software Evxlx with respect w Personal Web Server (as provided below), for each License it acsptites, i.iaeuse mW make. install and use. on any and all sower ooa;ttters wahm I plate of b►>Siness that may be aao=W onto by persons who are geuteafly gtauted access to L,itxslaee's internal comptmer networks, one copy of tine Server Softwam or in its plam any piton versiam of tine same eoatponent Saver Softwam c. Personal Web Serer SaftvvBrG For each I iaase it ampnes.Licensee may iltstali and use up to oa copy of the Personal Web Setvir.or anw prior version of it,on a single cwmptw. The primary uses of'the COMPUff on which the Software is installed may make a second copy for his or her exdusive use on a potable wa*a 10C -6• Worth.4merican v-4.0 6epiember /. 1997) Product Lae Rfghrs 11/18/1997 11:12 . 3607531673 DIS TECH BRK SVCS PAGE 12 d "AlMad k8= Licem= may use cop= of the Miuosod InW= E,PW=software oNc in conlun=on etch a,•etidh b=md cap}•of boson operating stiff p (e-8•• %Yw4u""(w Wmdowa \-n.Li�rssx am male cops of N&crma Internet E�•plomr for use on ad computers for which Tioertsee has lireosed.%fi=soft opm=j system products. ing e. Image Co Sold-with respect to the Client Softwma identified as 1 Cat v foilo� testes shalt also apply: cat Licensee mad-use cop . modifj: adapt and adpiu cm Of the samples that are included in the -Sampks.trt- tale of the Image Coaspos+er Software f Satnpks ). (b) =mbitm the Sam*= ,Inb other images tract anustadon. video, sound. and Shane w Creatr doalamots. products. maUerials and sm.,ces (couectj%vjh-. "products"): and (e) snaritet setL lease, rent m ns=license and odwmse disatbhm diesel)} or irdiMU%.the Products cosuaming the Santos subject to the foliouing resaict ions: Dia*v&p.L+m�osssss�axai�bu��esS � th+ (Bievaniatteaooattfat*e4One Re�earoerow of 5aaglee. Liceeeaae slac oa gaol anduees of hvOnas cent riffs m ergloefuos the 5ample� l>MM� w inr NMeeetl.Liowies rmytta an or fixes ttM SaeeapimIat a ataed dos taaeas orramseM ar deebiloere the s m p n of aw pmdm iarnWa bowew.th+see ms.-araewu p aei deeadDeles0le �pa atapv paeeeaawf maetcepee�or adere:taims doa+enmta etalenalt tA�s and>tRi�dvOnhlmd d*eee�am �+�e5 biRnot herrlad b deeioiivewe� CCoottppaa����ss TradsalfowtseyenoFe V Hamper ad++ee4te++a><s ' F4aa�aaiion ffoledewu Cpoed��neatMials :4no�iN�l onpaioia Vwwdaon �taeeee,o„ed�tiUea aced$clean EdA1b�sdsegs Cee�eaie isa PeoteihilaiL Lioesee tray eat else the Sample cr aeey paerlo�tlie de9nalerx libeioe>t a eebereeeetauelld £ Ammod v1sud Solely with respect to the Clkm Software component idendaw as K=Dmft visual I mID--v.the following teems shall also apply: i. samak r Lacensae is>pmnod fire sight tC use and nW&fv the sourtx Code version of rhos poIMM of the Software wbxh ate idemdW in the Micrmoft Vmmi InterDw Sodlwase as the Sample Code(the-UhUtE CODE"). v I.iaettsae complies with Section f-iii.. below. Licemee may scot disarbtae the SAMPLE CODE or any modified-cutout of the SAMLLE CODE.in sate Coda forte. U. Reeliogmtabie Film. Licensee is mod a nomxduaive, royahwfree right to repmdnoe and disubm the object code vm= of those portions of the Microsoft Visual btt c Dev SoBwaee did as: (i)the Bias idenrled in the REDIST.T:KT Sae:and(ii)SAMPLE CODE(tonecdvety."RWIMMBITI'ABU5"). Licrosoe Coss Wm with Sec dm UL below. W. RedimIggitm If Licence redj=,bU= flu REDLSIRISUTABLFS. LsCeaseC agrees m: (i)dismbtrse the RFDLS fRlBUrABLES is object Code form oaly ru with smd"a pafttt at' S saftntifs+e application product or web pie which adds sib Cad prsmary AMMORW, (u)eat tun -Ntcroscd's name raga or uademmim w mad=Liters soltwrlue aPPbCIWG pmdu= (m)itodmk a valid caorighc no=on Liomsdds softwme product; (iv)u demodfv, hold harmk&L and dcfmd Litt m from Cad agai=any cW= or lawsttits. indixting aumtte~s! Foes, that arise or remk fecal fbD tree or dwxbudon of Licensee's sodtna m application product;and(v)not pe:=t ft=ber d unbudoa of the RWL5TR2WABLES by Licensee's aka.Coasact Licensor for rho applicable royalties due and other Imsm tams fiat all other uses and/or distriiaroion of the REmIS'L murABLES. g. ylusic Pmfm= Liceamee also has the sight to use the Client Sof imm idaot b d as Music Ptoduar to create musical compodtioas is the form of MXI files and to How and&smbwe thoma files as poet of a sofiaatr apph=m pmdo=pmv ibm Licensee(i)does not use Mi+:,t+csWs name. Iogo.or U3d=xft w mukK Licensee's satftarate appdicaaon product~ Q includes a valid copyright notice on Licensee's sodlwme product: and(iii)indemnifies holds harmle m Cad dada Licensor frottl and against any claims or lswmjitL klctudiM attorneys`ferns;that arise or rr_sult from tam use or distribution of Licensee's salt" re application PsodOm ... orrir.4merrcurt v4.0 rSepremoer 1. 19477) Pra&cr Use Rights 11/18/1997' 11:12 • 3607531673 DIS TECH BRK SVCS PAGE 13 h. Mcdia Manager. Licensee has the right to use that portion of the Sofhvare identified as Media Manager.in the manner described above for both"Client Sdh are"and"Server Software.' Microsoft Internet Explorer and the REDISTRIBUTABLES are provided "as is" and without warranty of any kind. NOTE ON JAVA SUPPORT. The Software product may contain support for programs written in Java- lava technology is not fault tolerant and is not designed. manufactured or intended for use or resale as online control equipment in hazardous environments requiring fail-safe performance. such as in the operation of nuclear facilities. aircraft navigation or communications systems,air traffic control,direct life support machines. or weapons systems, in which the failure of lava technology could lead directly to death.personal injury. or severe phvsicw or environmental damage. iv. For.ificrosofr®vtsuoi SeurceSafir ;the fellowor secdon,is applicable For each License it has acquired. Licensee may designate one individual within Licensee's organization who will have the personal. none:cclumt license to make and use copies of the Software for the sole purposes of managing, designing. developing. and testing Licensee's software product(s).Each designated individual may install copies of the Sofhvare on an unlimited number of computers provided that such individual is the only individual using the Software. If Licensee redistributes the SAMPLE CODE or REDISTRMUTABLE SOFTWARE (collectively, "REDISTRIBUTABI.ES`), Licensee agrees to: (1)distribute the REDISTRIBLJTABLES in object code only in conjunction Stith and as a part of a sofnare application product developed by Licensee which adds significant and primary functionality to the Software and that is developed to operate on the Microsoft® Windows® or Nficrowft Windows NTV environment (II)not use Microsoft's name, logo. or trademarks to market Licensee's software application product: (III)include a valid copyright notice on Licensees software product (2V)indemnif). hold harmless, and defend Licensor fioom and against any claims or lawsuits.including attorneys' fees. that arise or result from the use or distribution of Licensee's software application product (V)not permit fitrther distribution of the REDISTRIBUTABLES by Licensee's end-users. Contact Licensor for the applicable royalties due and other licensing terms for all other uses andlor distribution of the REDISIRIBLTI'ABLES_ The REDLS1ROVTABLES are provided as is" and without warranty of any kind. O. For Microsoft nrual Basic. Microsoft rural C++, Microsoft Visual J++ and Microsoft Visual ForP►o Profanion4 eke foUowiug additional section.is opplicabla Mrcrosoft Office Redismitm able ComOoneats If Licensee is developing for commercial distribution.a general- purpose spreadsheet or database management sodlt►= 9 ''I' L cc 30 inwx ed work or product suite whose compo=u include a general-putpm word-pro�, spreadsheet. or database management software product,the files comprising Miaosaft JET daobaw fni t nality("JET Fdee)may not be used or reproduced with Licensee's software product.unkar Licensee's product spires Licensee's custoaners to license Mrcrosaft Office for windows or a component of it,in order to opener.The JET Fda subject to this provision are: Vbar332.d1L _M9accl35.d1L yLljetMAIL Msjint3SAIL Ms*r35.dIL Msltus35AIL Nispdox3SAIL Mud2-x35.d1L MsM05.d L Vlswct35.d1L Mmd)sr35.dlL Msvcch35.dIL DAO330AIL DA0253511b. MSRD020.dIL or RDOCursdll is visual Basic. Vubal C++ and Visual J++. and mp*.* in Visual FoxPro Professiowl. Note: a product which includes limited word processing, spreadsheet or database components along with other components which prmide significant and primary value. such as an accounting product with limited spreadsheet capability, is not considered to be a"general purpose"product. The JEr Files nnay be redisonbumd, subject w subections (1) and (L) above and Seumn (P) below, with Licaum's eummatzdly redistnbuted product in the recut that Licensee's software product is using the JET Files e`<cclusive4 for itnportiag or exporting dare to the various formers supported by the JET Rraceronaliv and 10Uuded in Licensee's softwaue product(e g.,reading data from and writing data to a single data source at one time)- P. For 3ficrosoft Visual C+­and Microsoft ruwal J++,the following additional section is applicable -8- North_.American v4,0 tSeptemoer 1. 199 Producr Use Righrs 11/18/1997 11:12 , 3607531673 DIS TECH BRK. SVCS PAGE 14 tedistnbtttion $ y{ if Licensee redistributes the REDISTFOUTABLES. Licensee agrees to: D distribute the RM STMUI'ABLES in object code only in conjunction With and as a pact of a sofmare application product devvloped by Licensee %%hieh adds si_ou&nt and priman f mcdonalm to the REDISTRIBUTABLES("Application-).(ii)not use:Microsoft's name.logo.or oademwks to market Licensees sofnrare application product (IM include a t2bd cop rr tt nonce on Licensee's softuaare produce: (Iv)indemnify. hold harmim and defend Licensor from and against any claims or la%vuits including aaorneys'fees On arise or result from the use or distribution of Liceagee's saftw re application product:M not permit further disuibtom of the REDISTMUTABLES by Licensee's endlrsers_ The %110%ving Meptiaas apply to Section (V) 2bane: (1)L.icensee may permit hither redistribution of the RJDISTRMUTABLES by License's disaibutors to Limm's end-riser amomers if Licensee's distnbuwrs only distribute the REDISTRIBUTABLES in cwjunction with.and as put of,Licensee's Application and Licensee and Ucensm-s distributors comply with ail other terms of this Section (P) and Sections (C), (J)_ (K) and (0) above: and (2)Licenser ntay permit Licensee's end-hers to.reproduce and diw'ibute the object code version of the hies fisted below.designed to be tedistribumd as Component Object Model(COM)object.for use in devdopn=t of another application("COM Files')only in conjussetion.with and as a part of an Application and/or Web page that adds signiftctnt and primary ftwdonality to the COM Files: and such end-tner complies with all other terrns of this Section (P) and Sections (Q. (1). (K) and (01 above. COM Files: 5VCRT.DLL. OLEPRO32.DLL, WC42.DLL and MSVORT DLL and in V=W C++. A1L-DLL ySS`1MP.DLL and -UMLST.EM Soleh<with respect to Vitsual J+'. Lketum may also pemait Licensees end-users to reppmduce and distibuue the object code vasim of rice files listed bed("LiantoWse RedistribuMle Men for use in development of an application crewed by Licenese's cadAmet ("End-user AWUcadcm:'. p vvidd dor Iiam9oa's cad-user avees ro: (i)disaibtme the Limited-iJx Redmbmwe Files in object cock Daly m mquamm with and as a part of a$O wwe application product deveiaped by them tbat adds mpiucant and ptuttsry fimuonahzy to the Linut%Wse Redismbtnsble Files (`°Pad-u a Applimac ); (ii)not use L iaosad's name. logo, or uadamarics to marimt thee Fuser Applies (iii)include a valid copyright notice on the End-user Application:(iv)m3eami$,hold hsmtkss,and defend Liomsor from aced apirm any claims of kWzuits.inclvdin-attataeys'foes,tbst arise or ra tit from the use:or disaibuti m of tie,Eud-ww Application;and(v)not path Author dimibuton of tit Li=wd-Use R, dumbisaW Files b_v t e-user of the End-user Application. Limited-Use Redistribatable Files: the L=ted-Use Redisttibua Se Files are those files listed m Semon 3 Sad Subsenri=1 and 2 of Sectim 4 of RED5'n7 WRI located in the DevStudiolVARedist di=$Dry- COntact Lira= for the applicable royalties due and other licensing terms for all other uses and/or disc tst ion.of the REDLSTRISLTfABIM. The MMISTRMUTABLES are p#vvided "as is" and without warranty of any Lind. Q. For Microsoft$Yrssol&udoPM the fallowing secdon is applicable I. LICENSE TO UM SOTMARE i General. The Software is comprised of wdmical documentation and a suite of dc%vWpmant tools. including Micmsod't Visual Basic Nicroseft Visual Cam, and Microsoft Visual finerDev (each. a "COMPONENT PRODUCn. Licensee's use of,each COMPONENT PRODUCT' shall be governed by the applicable st>bsections above CCOW)VENT TERKS'),esegn that this Sectioo(Q)shall gores Lkznsee's use of ATS(as ddteed below). b. Anomaly Traddog System. With respect to the portion of the SQft%We idetrtilled as Anomaly Ttadans Svsmm(jATS"),for each L=nse acqu ued.Licensee may desi pm one individual within Licensee`s organuzaan who will have the personal. noneclusive Iioeusa to install and use ATS. Each de>agnaud individual may install copies of ATS on an unlimited number of eompum a provided that sash individual is the only person who uses each such cops of AT& Licensor liuther grants Licensee a nonwzhisrve, royalty-free right to reproduce and distribute the object code version of ATS provided drat Licensee asses to: (i)distribute ATS in object code only and solely in oonjuuc=with and as a part of a software application product or Web Me developed by I icensee with the Software that adds sip zf ant and primary, functionality to ATS (-Applkzdon'):,(it)not use b6crosalt's namre, logo or trad=arks to market Licensees sofflaare application product; (iii)include a valid eopyrigbt notice on Licensee's software product(iv)indemnify,hold harmless.and defend Licensor from and against am claims or bnvauu including artomeys foes.tbu arise or result from the use or distnbuaon of Licensee's software application product and(v)not permit ftmlter distribution of ATS by Licensee's end-user. The fo OVAng exception applies to Section (v), above: Licensee may permit farther redistribution of ATS by Licensee's distributors to Licensee's card-tr_su customers if Licemsw*s distributors on:v -9- .Yorrh.-imerican v4.0 (Sepre)nber 1. :997) Product Use Rizhrs 11/18/1997 11:12. . 3607531673 DIS TECH BPK SVCS PAGE 15 distribute ATS in conjunction voth. and as part of. Licartsee's Appiicllt= and Licensee and Lic=oo.s dismbutots cm*l %%ith all atber terms of this S=Oti(Q)- ATS is pmided"as iS"and widim watrra AV of env kind. ItFor Microsoft lrrsrtal Baste.Microsoft Vtsnai C++,:Nicrotofi iriwal FaxPro Roftstaionat.Microsoft renal InterDev and Microsoft Vests!1++.th c following dd"w al section tf aPP"`ca6k If Licensee is an Eligsble Eduction Customer.for each License it aoquwft Lioatsee may eidw(1)exetrtase the rights gtaund in Secdoas (C). (1) or (M) above. OR (a) if Lioet w u0suds to use the Softwate solely for insm-tionai purposes in connection.vith a class or other educational pmts'XL Licensee may Umn a single cow of the Software on a single comptmer for access and use bg an mdmiud number of student end-users at Lice sec's educational insdtUDOD.provided all such end-users otherwise comply with Se ems(C) (1)•(Mf and (0)and(P)Wxrr. S For MtarosoJS Project 9&the following additional scaion is applicablt This Section S pertains solely to portions of the Software identified as the Microsoft Project Workgroup Ntessage Handler(-Handler")and the Microsoft Project Workgroup Web Server("Web Ser<w"). 1. ADDITIONAL RIGHTS. In addition to the rights granted to Licensee above.Licensor grants Licensee the following rights: • San tr Sandler.Licensee may reproduce and distribute an unlimited number of copies of the Handler which is comprised of dose flies designated in the SoBwam as:wssesup.stf wPOrp.IS,w0crtp-eve,mfc42.du. msvcrtdlL opeumail.exe. Oimenn.ecf opmJ32.dll. oluunu.dlL tusflxguLom olepro32AII, mgwiz.ev+c. oleaut32.dIL su ole-lAb. e-xwaccem semp.ini. pd98 ca-dlL acomaup a ce. ms:Wdil. aesnauap.hip. provided that each copy shall be a true and complete copy, including all copyright and trademark notloea- web Server. Lic asee may use the Software' to post the file designated in the Software as mspjhtrp-cc to a computer acting as a setver to create a TeamInbox- An unlimited number of other users may then connect to the server and use the file mspjbttp em for the purpose of viewing t is► sec s Teaminbox and related Task Lists. 2. O'ITM TERMS AND CONDITIONS. Licensees use of the Handler and Web Server is subject to all remaining+ng applicable provisions of this Section I. M SXM Products--For products which are dsssified in the Selett Product List as beam frog to the Swum Products Pool,the following apply-: A. For sysOw prndndt not otltenris`idmettf ed below.rhff foUo*wW s+eWon is applicable Now: An ameodmetoc or adddendttn to this Section A inky accompany caftsfa of the Softwrare. Additional software components may be distributed to Licenee'along with the Solltrare. To the e..,a=that a separate End-User License Agreement("EULA") is ptovk1ed with any inch additional software componem c-xept as specifically ref renced below.use thereof Shall be governed by such EULA. For each License it has acquired. Licensee may insult and use one copy of the Sofltvat a on the single comptmer on which it was first installed. If the Software includes funs ioortlicv that enables Licensee's single computer to act as a network server. any number of compums or woticsUMUs inky a=css or otlterwise utilize the basic network services of that server. however.Licensee n2ust acquire mad dedcm a License for each 4 ;,s,I to compute on which the SooBtaws is installed or run from the server. A License to use the Software may not be shared of used conatrrendv, on dit'hsent computers. The Software may contain reehnolow that enables appfiationtt to be shared betwo m too or more Licensee may use this camputecs. even if an applicanon is installed on only otu of the compuoers. tedmlog, if it is included in the Software nith all Mictosoft products for muiti-Pany cot krcnccL For non-Microsoft applications. Licensee should consult the aocampPYIng license agreed or coataet the Licensor to determine whether application sharing is perm by the Licensor. -lo- .Vorrh American v4.0 (Sepremoer 1. 1997) Producr Use Rights 11/18/1997 11:12 , 3607531673 DIS TECH BRK SVCS PAGE 16 NOTE ON JAVA SUPPORT. The Software nay contain support for programs written in Java. Jaa technology is not fault tolerant and is not designed. manufactured.or intended for use or resale as on-line control equipment in hazardous environments requiring fail-safe performance.such as in the operation of nuclear facilities. aircraft navigation or communication systems. air traffic controt, direct life support machines or weapons systems- in which the failure of Java technology could lead directly to death personal injury,or sayere physical or environmental damage. R For Miecrosgf O Wurdows N7"T Workstation"thefollowwg addidemal section is also applicable The Software may not be used by more than two 13)processors at any one time on the single computer on which it is running. Licensee may install the Software on a single computer("Workstation Computer") for use as interactive workstation software. but not as server softw-are• However_ Licensee may permit a maximum of ten(10)computers to connect to the Workstation Computer to access and use services of the Software. such as file gad print services and peer web services. The ten connection maximum includes any indirect connections made through sofnare or hardware which pools or aggregates connections. III. Server Products —For products which are classified in the Select Product List as belonging to the Server Products Pool the following applies: A. For server prodscis not otherwi se idendf fed below, the faMewwr sections are opphdable This Microsoft product contains sotto or all of the following types of software: "Server Software" that is installed and provides services on a computer acting as a server ("Server'); "Connector Software" that enables a computer running Microsoft F_xchanee Server to communicate with other Servers running Microsoft Exchange Server or other electronic mail server software: and "Client Software" that allows a computer,workstation.handheld PC.pager."smart phone," or other digital electronic device to access or udlire the services provided by the Server Software. Note: An amendment or addendum to this Section A may accompatn• certain components of the Software. Additional software components may be distributed to Licensee along with the Software. To the extent that a separate End User License Agreement ("EULA") is provided with any such additional software component, except as specifically referenced below,use thereof shall be gwmmed by such EULA. 1. GRANT OF LICENSE.Licensor grants to Licensee the following rights: (a) Iastallation. Licensee may install the Server Software and the Connector Software for use with only one microprocessor archiucture (e.d„ the X86 architecntre or various RISC architecuues) at any given time. Server Software. For each server License acquired. Licensee may install one copy of the Server Software on a single computer (the computer ruarting the Server Software shall be referred to as the -Server")_ Connector Software. For each License acquired. Licensee may install,one copy of the Connector Software on one Server mmmiag Microsoft Exchange Server. Client Software Licensee may install the Client Software on any computer.workstation or outer digital electronic.device. (b) Use of the Server Sof m=. L kensee may use one copy of the Server Smcware on oat Server.which may be connected at art point in time to an unlimited number of workstations or computers operating on one or more networks. Licensee must acquire a separate Client Access License to access or otherwise utilize the services of the Server Software installed on a Server. whether LIMsee uses the Climt Software or any other software to do so. unless otherwise noted in Paragraph (d) below. Each Client Access License must be dedicated to one unique computer or workstation. It permits that computer or workstation to access or utilize the services of the Server Software. This is known as using the Server Software in'-Per Seat Mode.' However,Licensee may elect to use the Server Software for Microsoft SQL Server" Windows NT Server or SNA Server(but not Microsoft Exchange Server or Systems Management Server) in"Per Server Mode"as defined below. If Licensee chooses Per Seat Mode,Llwtsee's choice is permanent. If Licenses initially chooses Per Server Mode.Licensee has the right to change one time only to Per Seat Mode- as long as Licensee acquires.a Client Access License for each.unique workstation or computer accessing or utilizing the smaces of the Server Software. (c) Alternate Terms if Licensee Elects to use the 5erver Software for Microsoft SQL Saver WindowsNT Server orSNA Server in Per Server Mode. Ia Per Server,Mode, the maximum number of computers or workstations that may access or otherwise utilize the services of the Server Software at a given point in -11- Norrh.=lmerican W.0 (September 1. 1997) Product Use Righrs 11/18/1997. 11:12 . 3607531673 DIS TECH BRK SVCS PAGE 17 ume ss equal to the number of Client Access Licenses that Licensee has acquired and designated for use exclusively With that Server. Licenses may access am•Servo Sofitave running in the Per Server Mode by using any Microsoft or third-perm- client sothvam including computers or wodcststions licensed in Per Seat Mode prodded the additional access is within that Server's mmamum liamsed capacity of simultaneously connected computers or workstations. If Licensee elects to change ftom Per Server Mode to Per Sat Made. Licensee may transfer anv Client Access Licenses it acquired for use in Per Server Mode to an equal number of workstations or computers in Per Seat Mode. 1 dt Vo Clint access Lice= Reguimd. Licensee does not need a Client Access License to access or otherwise utilize the sm-ices of the follo«ing Serer Software: Microsoft Internet Information Server (except to the extent that a Server which requires a Client Access Licenm as described below is accessed or utilized by Microsoft Internet Information Server). Microsoft proxy Server. Microsoft Site Server. '.Iwhtcrosoft Site Server.Enterprise Edition. and Microsoft Cluster Server. (e) Use of ft Connector Software. If Licensee chooses to install the Connector Software. Licensee may also use such Connector Software on every other Microsoft Exchange Server in the gam Microsoft E.uhange Organization. A "Microsoft Exchange OrganizatioiC is the group of All L icroso8 Exchange Seri-as with the same organization name specified during the MiexosoS Exchange Server insmilation process for the express purpose of connecting the servers. M U Licensee may use the Client Software to co� ure g and administ the Server. If Licensee uses the Client Software to access or otherwise utilize the,services of the Server Software or for any other purpose. Licensee must acquire a sepa= Client Access License unless otherwise noted in Section 2 below. �) No ".M Use of software or hardware that reduces the cumber of users directly accessing or utilizing the Server Software(sometimes called-muitlple-dW or"pooling' software or hardumre) does not reduce the number of Client Access Licenses required--the requited,number of Client Access Licenses would equal the number of distinct inputs to the muldPIWdng or pooling software or hardware-front end." (h)tnsra I&Wa on a Sift a Server. The Server Software components that matte up the Software may only be installed to_uredw for use on one Server and may not be RVIZ21mL unless otherwise provided is this Section A B; wav of examples and not limitation. the foregoing restriction applies to the Microsoft Bac office product suite. 2.DESCRIPMN OF OTIER RIGHTS AND L541TATIONS. Performasex or BeseJmmark Testing. Licensee may cot disclose the reaft of any benchmark test of either the Server Software or Cut= Software for b&crosoft SQL Server, Microsoft E=hasge Server. Microsoft Traasacaon Server.Microsoft Message Queue Sernr-MiaoeoB Internet LdOnOstim Server,or Viaosat Proxy Server toaar third patty without Lieensm's prior written approval. Wersiou Limitatioo- If the Soflwamr is the Micros�ft HackOffice product suite.I iwatss may iiastall one copy of a lower version of a Server Software eompoaant that is contained in such product suite. (a) Fyr Microsoft Saver==ptocasor I.imiita= The Saves Sottwate may be used by no more than four (4) procasor5 of the Server at any one time. unless Licensee has Wh dow's NT Server. Enterprise Edition in which cast the Saves Software may. be used by uao more than e&t(9)pncesievrs of the Servo at ace•• one time (support for a greater number of processors is available ftm =IdXw ed coatputer hardware vendors). CI'im Acem Licensee needs a separate Client Access License for Windows NT Server in order to access or otherwise utilize the foilowing Windows NT Seaver basic networklepplication se ftu or Server Software components: File Setvtces (daring and mi>aapa;files andlor disk storage).Printing Services(sharing and maaagm prumv) Nkroaodt Mewge QW1130 Seuver (sending or receiving messages ftom Microsoft Message: Queue Saver), MictOsOft Transaction Server (invoking component-based applications managed by Micrtnodt Thmsecdon Server), and Remote Access Service (acoessiing the server from a tetttou location thfOUgh a livkc Now: Remote Access Servier includes the use of Internet Autbentiation Services(vaddUmn or tratas 111 r of a remn access request) or Connection Point Services (remotely configuring the Microsoft Coaaecdon Manager -12- North American v4.0 tSeprember 1. 1997) Producr C"se Rights 11/18/1997 11:12 . 3607531673 DIS TECH BRK SVCS PAGE 18 Client with new phone numbers or other data). Licensee does not need a separate Client Access License for Windows NT Server to access or otherwise utilize any other Windows NT Saver services.to access or run Licensor or third-part se v r applications on Windows.NT Server, or to otherwise use the Client Software. ,Note on Microsoft FroatPage Software. Windows NT Ser%vt contains Microsoft Frontpage software, which allows a single user to develop and maintain an Internetlintrartet Web page. For each License acquired. Licensee may install and use one copy of Microsoft FrontPage on a single computer. Note on Microsoft Site Server Express. Licensee may freely copy and distribute Microsoft Site Serer Express for Licensee's use.on any computer within Licensee's organization. (b) For Microsoft Windows NT Server, Enterprise Editiot=S,�& 5er er Featturc. Windows NT Server. Enterprise Edition may install an additional feature which is a restricted version of N icrosoft SQL Server. If such feanue is installed.Licensee may use it solely in support of the Microsoft Message Queue Server directory functions. However. Licensee may not use such restricted SQL Server feature for any other purpose. Licensee does not need to acquire a separate Client Access License for Microsoft SQL Serer to use the services of%ficrosoft Message Queue Server to access or otherwise utilize the services of the restricted Microsoft SQL Serer feature of Microsoft Windows NT Server.Enterprise Edition. (c) Far Microsoft SOL Server—Client Access. Licensee does not need a separate Client Access License for SQL Server in order to execute SQL Server-to-SQL Server remote stored procedures (also referred to as database remote procedure tails). Note Regarding the Use of Run-Time Software. Licensor hereby grants to Licensee a limited nonexclusive.ro}alty--free right to reproduce and distribute those DB-Library. Net-Library,and ODBC files required for run-time execution of compiled applications("Run-Time Files') in conjunction with and as a part of Licensee's application software product that is created using the Microsoft SQL Serer Software ("Application'), iDmid that Licensee complies with the Distribution Requirements listed below. (d) For Microsoft Exchange Saver. Microsoft Schedule+. Microsoft fixcchange Forms Designer("Forests Designer') and Microsoft Exchange Sample Applications("Sample Appligtioat')provided in Microsoft Exchange Server may only be installed and used in conjunction with the Microsoft Cheat Software. However.the Sample Applications cannot be used with the Client Sodtw we component of the chat service of Microsoft F_xchange Server. Client Access. Licensee must acquire a sepsrw Client Access License for Microsoft Exchange Server in order to use Microsoft Client Software to access and otherwise usiliu Microsoft E.change Server and/or to access or otherwise utilize the services of am other electronic mail server software. Licensee may also use that same Client Access License for any other digiW electronic device that Licensee uses iess than twenty percent (200%) of Licensee's total connection time. The term "total connection time" in the previous sentence means the total amount of time that Licensee uses Microsoft Client Seftwvare(other than the Client Software component of the chat service) to access and otherwise use Microsoft Exchange Server and/or the services of any other elemronic mail server software from a computer. workstation. and other digital electtns= device. Licensee does tot. however,. need a Client Access License for Microsoft Exchange Server forL anonymm access to Microsoft Exchuge Server services. Anonymous access occurs when a computer or workstation accesses information held, in a Microsoft Exchange Sewer without hawing a mailbox or custom recipient object which identifies it and consequently. is not vaiidtued by a Windows NT Server domain ID. Anonymous aeass to Microsoft Exchange Server is currently available only to access either the directory (through a Web browser or an LDAP client). public folders (through a Web brwwser or an NNTP client) or the chat service. Note Regarding the Use of the Chat Service. Licensee does not need to obtain a Client Access License for Microsoft E_xcbanga Server to use the Client Software component of the chat service to access or otherwise utilize the services of any other electronic mail or chat server software. Note regarding the use of the Forms Designer and Sample Applications. The Forms Designer and its components may only br used to create applications which utilize the services of Microsoft Exchange Server("Application-). Licensor grants Licensee the following non-excltuivrrights. (i)to reproduce and distribute the run-time.modules of the Forms Designer in oonjunction With Licensee's Application. (ii) to reproduce. customize .and distribute the awn-ame modules of the Sample Applications in conjunction with Licensee s Application_ and (iii) to use and modify the source code version of the Sample Applications and to reproduce and distribute the object code versions of such modifications m conjunction with Licensee's Application. Any distribution permitted tender this Section must be in compliance with the Distribution Requirements listed -13- �-orrh American u4.() rSearember 1. 1997) Product L'se Rizhrs 11/18/1997- 11:12 3607531673 DIS TECH BRK, SVCS PAGE 19 below. For purposes of this Season (d). "run-time modules" are those figs identified in the written materials accompanying Microsoft Exchange Server as requimd during the execution of Licsnsee's software producL Source Extractor. Microsoft Exchange Administrator Program. and Microsoft Vigil Coaseetor. Microsoft Exchange Senor also irldudes Source Extractor saftwam for a ugruing data from other electronic mail software. Administrator software. and Microsoft Mail Connector software. The Source iwwactor. Adrtanistrator. and Microsoft Mail Connector programs eosatain components which may be installed an additional machines. Licetlsor grants Licensee the additional right (o modifv the source code version of the Source Extractor programs. The Source Extractor programs may only be used to migrate data to Microsoft Exchange Server. The-Microsoft ,NW SMTP Access Component may only be used with NlicrosoH Exchange Server version 5.0. -Note on Microsoft Oudook Software. Microsoft Outlook is included as part of the Microsoft Client Soft we for Microsoft Exchange Sen•er. If Licensee has a valid Client Access License for any version of Microsoft Exchange Serer. Licensee may use Nticrosoft Outlook to access or utilize the services of such version of Microsoft Exchange Server from each computer or workstation for which Licensee has such a valid Client Access License. Licensee may also use one copy of Microsoft Outlook on a stand-alone basis on each computer or workstation for which Licensee has a valid Client Access License for any version of Microsoft Exchange Serer. Licensee does not have any other right ro use Microsoft Outlook on a stand- aloni!basis. (e) FEgj MLggfoft Prmw Server. For each License acquired.Licensee may install and use one copy of the Server Softwam for its use or (for entities') use within Licensee's organization on any Server running Windows NT Serer and Internet Information Server. (f) For Microsoft SNA Server. The 3270 and 3250 terminal emulation applem and the ODBC/DRDA driver provided with SNA Serer are licensed for use only by one user per licensed SNA Sernr. Licenses for additional users must be acquired separately. (g) .For Mi=Xofk Systems mmug r m Server. Licensee must acquire at least one valid Serva License for Microsoft SQL Server to use Systems Mattagenunt Server.However.Licensee does not nod to acquire a Client Access License for Microsoft SQL Saver to use the:admiaisrmun console or utih provided with Systems Management Server to acaexs or otherwise utilize the services of Microsoft SQL Server. (h) For'Nficrosaft Site Server and Site Saver, Ent cidse Editiost—Setter Software (other tltae Commerce Server).For each License acquirer.Licensee may use one copy of the Server Saf3w=(other than Commerce Server)on a single Server. which may be coaaertaad at say point in time to an tmiimited number of wedtstations or computers operating on one or more networks. Now. To utilize the Content Replication System. I.ieeme setrst acquire so addidooW license for the Software and install a copy of the Coemmt Replication System oo a second Server. Comoro ee Server (Site Serves, Enterprise Edition ooiy).For each License acquired,Licensee may install and use one copy of;the Cemmar a Server to support a single "domain' on a single Server. which may be connected at any point in time to an unlimited number of wvrlatmums or computers operating on one or more netaiorim The Server Saftwware for Commem Server may only be installed on the same Server as the otter Serves Saftw=components of Site Senor.Enterprise Edition.For the purposes of this Section A.-domain"shall netan the description of a computer's location on the Internet comprised of a second level domain name(e g,mictosoft)and a top-level domain now (e.g.. cam). For ecampie. h=WWwwmicrosofiCW& and httD:/•/tww%v.miaosvft.cam/orodncW are part of a single domain. while and hap.-O www.itimcornt ace not u Licensee wishes to use do Commerce Server oe the samse Server refer meed above to support additional domains. Licensee aeust "ire a Domain Accem I icenst ("DAL") for each such additional dommo. The Commerce Sava may incluide vPOS software from VenFone_ Inc. Licensee may onh use the vFOS software in connection with Licensee's use of the Commerce Server. In no event shall VaTone. Inc. or its suppliers be liable for any direct special. incidental. indirect, or consequential damages whatsoever. The tax components shipped with the Commerce Server are prodded onth for evaluation and testing purposes As such they are not meant for a production environment A tax component suitable for production use can be obtained hoer independent tax, providers. Site Analyst. For each License acquired. Licensee may install and use one copy of Site -1;- Yorrh American v4.0 (Seprember 1. 1997) Product C'Fe Rigs 11/18/1997 11:12 . 3607531673 DIS TECH BRK SVCS PAGE 20 A West on a single computer to ans4ze one or more Servers.irrespective of whether the Server Software is installed on such Servers. Usage Analyst For each License acquired. Licensee may install and use copies of Usage Anahst on one or more computers located at Licensees prerntsm to a=h.0 a single Setnzr.irrespective of R hetha the Senn Software is installed on such Se:<im ft Liomsex wish"to use L•sage Analyst to analyze additional Servers Licensee mug aegaire an additional [cease for the Software for each such additional Server: Software Development Kits (`'SDK Software'. For each License acquired. Licensee may install and use copies of the SDK Software on one or more computers located at Licensee's premises solely- for the purpose of building applications that work in Conjunction with the Sener Software and/or other components provided as part of or with the Software.Licensee may modiR the Sample Code to design. develop. attd test Licensees applications. For the purposes of this section. -Sample Code- shall mean the sample source and MAL code located in Site Servers' -SDIC.'- -stores"and"samples"directories.exduding the product images and descriptions contained in the sample stores which are provided solely-as examples and[tray not be used within Licensee`s store(s)- Portions of .Site Server are desiguatted as "Redistribuuable Code.'- The rant Ala named redist.ua and license.aL describe the distribution rights associated with each file of the Redistributable Code. (i) ^isu :tion Regu irements,fgr Higesa cut Server and Moused Evchanne Server Run Time Files and SamujS &pPISatiow, if Licensee distributes Microsoft SQL Server Run Time Files. nun ume modules for the Forms Designer or Sample Application'. or object code versions of the Sample Applications (collectireh• "Redistributabl&t) as provided above. Licensee agrees to (i) distribute the Re distribtrrablea only in conjunction with and as a part of Licensee's AppBeatiom (ti)not use Microsoft's [tame, logo. at trademarks to market Licaum-s Application: (W) inedude a valid cOIN.n9ht notice in Liceasos's Application. (ic) if Liceatue's Application contains ODBC Run-Time Film (x) Liemsee:'s Applicmca muss operate in conjunction with Microsoft SQL Server.and(y)Licensee arm to distribute all ODBC components specified in the: READNE Sk to conpac ion with Licensee's AgPbca tea. (v) include an end-user license agreement with Licensee's Application that grants a limited license to an the Redistributables and otherwise process licensors and its suppliers maned[ property ri3bu m the Redistributrhles, and (vi) indomnif►-. hold harmless, and dehad Licensor and its suppliers from and against any clams or law-suim including au mevs` feft that arise or result f ma the use or distribution of Licensee's Application. Licensee shall display any patent or prprferaty rights notices on each copy of its Application(s)that comams execimbles or ewe-elate modules.if and as required in the daoarmeatadon or other materials provided with Nficrosaft SQL Server_ Forms-Designer or Sample Applications, or subsequently provided to Licensee by Licensor. 3. UPGRADES. Upgrades of a Component of the Microsoft BadcOfTce Product Saute. If the Soft-me upgrades a component of the Microsoft. Bat dXBM'product suite and the Software is not an Enterprise Edition the Software mplues and/or supplews of the component being upgraded and Licensee may use,the resulting campomem only as part of such product suite m accordataC+t:with the teams of this Seaton III A The overall product shim and the other componew of the Micrusoft Badc=ce product suite may be used only in accordance with the terms of the Microsoft End-User Lioease Agreement that accompanied the original Mieroeaft BadcOmce product snits. If the Software is an Enurpries Edition which upgrades a component of the Mtccosott BackOtRoe product suim them effective upon Licensee's installation of'the Software. the Sdhvme reputes the componmt being npsrade I and Licenser may use the Software as a standalone prodarex in accordance wide the terms of this Section ULA. The remaining cotnponems of the Mictvsti t BadtOflice product suite may be used only in aecmmbm=wilt the[seers of the Microsoft End-User License Aft that accompuded the original Mic=M Ba&Mcc product surite. Upgrades of Mierossft zukof ce Small Buda m Server- If I.iesasee has acquired the Software as an upgrade from Microsoft BS&Of ce Small Btuiaeas Server. flu Software replaces the components) of Microsoft Badd dice Small Btastoets Server being upgradal and you may use the Software only in accordance with the terms of this Section 13LA: provided that the coruponent(s)being upgraded are darned removed firm the Microsoft Back0fda Small Bu mness Server and Licensee may no longer use any such compoximm sad provided further that the bdi=saft BadkOffiee Small Business Server(as it eeosus subsequent to the upgrade)and the remaining componenn of such Server may be used owl• m accordance with the terms of the Microsoft End-User Liceose Agreement that aoeemtpsnied the original Microsoft BackOfftce Small Business Server. If the Software Liccwec acquired as an upgrade of -LS- Yorth American v 1.0 (September 1. 1997) Prodrret Use ftha 11/18/1997 11:12 , 3607531673 DIS TECH BRK SVCS PAGE 21 ylicrosoft BackOffice Small Business Server is Microsoft BackOffice product suite. than each Server Software component of the Software will be deemed to have "upgraded" the applicable component of .Ycrosoft BackOffice Small Business Server as set forth above only upon yow installation of such Server Software component of the Software. NOTE ON JAVA SUPPORT. The Software may contain support for programs written in Java. Java technology is not fault tolerant and is not designed. manufactured or intended for use or resale as online control equipment in hazardous environments requiring fail-safe performances 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 Java technology could lead directly to death personal injury.or severe physical or environmental damage. B. For Microsoft SOL Serer,the followW added mW section is applicable InjjMet QaLe- or. This Section B describes Licensee's right to permit Internet Users to access Microsoft SQL Server through a Web Server. A"Wth Server" is any server running Microsoft Internet Information Server or a similar nova-Microsoft product. An "Internet User" is am person currently connected to the Internet.other than a person:(i)employed by Licensee(as an employee,independent contractor or in any other capacity)or(ii) otherwise prodding goods or services to Licensee (for example, one of Licensee suppliers)or an Licensee's behalf(for example. one of Licensee's distribuuns or resellets,or a consulting firm hired by Licensee)_ Licensee's use of the Microsoft SQL Server is governed by this Section B and Section,M.A.above. Access to Services of the Server. Licensor grants Licensee the right to permit an unlimited number of computers or workstations being used by Internet Users to access the services of a single Server running Microsoft SQL Server without the need to acquire a separate Client Access License for each such computer or workstation. provided access to such Server is via a Web Server_ The foregoing right is personal to Licensee. and Licensee may not exercise this right on behalf of or for the benefit of any third pam' C. For client access prodmu nor otherwise idanarmd below,Aa foUowuW sac*on is applicable 1. GRAN]"OF LICENSE. (a) Overview of the Use of the Client Access_Lisarnse. T Ws Section C describes Licensee's rights to access or otherwise utilize the servtces of the Server Software or other server software as maybe noted in the Server License for N,ticrosoft Sm-er Products. The services of the Server Software are considered oo be accessed or utillzod when there is a direct or indirect connection between a computer or workstation, handheld PC.pager,"smart phone"or other digital electronic device and the Server Software rmning on a computer_ Each Client Access License must be dedicated to one unique computer.workstation or other digftal electronic device. It permits that computer,workstation or other digital elocttoaic device w access or otherwise utilize the services of the Server Software licensed by licensee. This is known as using the Server Software in Per Seat Mode." However, Licensee may elect w use the Server Software for Microsoft® SQL ServerTK, Windows NTV Server.or SNA Server(but not Microsoft Exchange Server or Svstems Management Server) in "Per Server Mode", as defined below. If Licensee chooses Per Seat Mode. Licensee's choice is permanent. If Licensee initially chooses Per Server Mode, Licensee has the right to change one time-only to Per Sett Mode,as long as Licensee acquires a Client A==License for each unique workstation, computer or other digital electronic device accessing or otherwise utilizing the services of the Server Software licensed by Licensee. This Section C, however does not endtle L.icemsee to access any Server Software when it is a component of Microsoft BackOffice Small Business Server. (b) Alternate Terms if Licensee EIecrs to Use the ClieW Access Licaosees for SOL Server Windows Scrm or SNA Saver in the Per Server Mode. In Per Server Mode.Licensee must acquire.and designate for exclusive um the number of Client Access Licenses equal to the maximum number of computem workstations or other digital electronic devices that will access or otherwise utilize the services of that Server Se tware licensed by Licensee at any given point in time. If Licensee elects to change from Per Server Mode to Per Seat Mode,Licensee may transfer any Client Access Licenses it has acquired for use -16- Norrh American V4.0 (September 1. 199-) Product Guse Rights 11/18/1997, 11:12 3607531673 DIS TECH BRK SVCS PAGE 22 in Per Sen•er Mode to an equal number of ao&stations. computers or other digital electronic deuces for use in Per Seat Modc. ic) rotepgggiging the Use of the glient Access License for . The Client Access License for Microsoft BaekOSSce mad•oniv be used in the Per Seat Mode. Each Client Access License in the Per Seat Mode entitles Licensee to access or utilize the sallies of air computer ru iag asn Server Software component of the Microsoft BackOffiee product suite (no( induding am component upgrades thereto_unless othernise permitted below•i. whether licensed as pan of NSiMMA BarkOffist product suite or acquired separately. If Licensee upgrades a component of the MwfcsOft BackOffice product suite to an f s Enterprise Edition of component with the same or lower version number as the component being upgraded.the Microsoft BackOBgce CIient Access License that Licensee acquired to access the eompoaent being upgraded (to the wont applicable) entitles Licensee to access such Enmtp •lase Edition. whether licensed as an upgrade to the Microsoft BaekOfftce product suite or acquired separately. A Client Access License for Microsoft BackOMce product suite. however,does not entitie Licensee to access any Microsoft BackOl3ice Small Business Server. (d) Tote Regarding Use of the Client Ac=Lkem for h§9299 F'"IM SCIMU an a D EI Device. rf Licensee has acgtnted a Client Access Luease for $e5e^w *W T Mmee s COm�liter and/or worksmn=L l.ioertsee tang' also use that SLIDE Client Access I..i0.' 'e for any other digital electronic device that Licensee;uses less than twetlty peroeoc(204/6)of the Licensees 10M=M=d A tune.The term -total connaaron time' in the previous sesttmce means the total amount of brae that I=nsde uses tilicrosoft client software tether than the client sollrrs►at+e oolnponent of the Mrctosolt E�aW Serra chat service)to at=and otltenwise use MiaM t E.%d ttye Server and/or the services of env other desaonic mail server software from a c=rpucer-1%wkstadon and other thaw electronic der= 2.DESCRIPTION OF OTHER RIGHTS AND LUvffrATIONS_ (a) No' "Pool' . -Multiplexing' or-poolin87 software or hardware does not md= the number of Client Access Licenses required--tile requimd mmber of Client Access Li=scs would equal the number of distinct inputs to the tnultipicung or pooling soRtsare or hardware"ffonr end" 3. UPGRADE. IfLicensee is upgrading from SNA Serverversion 2.0. Licensee is dessned to Tsave trisect Access Licaam for as many computers or %vorkt at ons as were pmiously licensed. If Licensee is upgrading from Windows NTO version 3.1.Licensee is deemed to have twettry(20)users that qualify for apgr:ade Client Access Licenses and if Licensee is upgrading from Windows`TO Advwwcd Serum version 3-1.L- is deemed to have two hundred fifty(250)users that qualify for upgrade Client Access Licenses. NOTE: Upgrading from Windows NT®Server 3.5 to Windows NTM Server 3.51 is not consdeted an"Upgrade" for purposes of this Section. D. For Mlerowyn Site Sager, Entcrprlre Ira ox. Dome=Access LknUff, :line jodlo*wg seafta• is applicable 1.GRANT OF LICENSE This Section D grants Licenses the right to use the Server Software to establish and support one additional -domaia" on a single Sen-er. which may be connected at any point in time to an ttalimited number of workstations or computers operating on one or more wm=kL For the pt gxms of this Saban D. --domain'shall mean the description of a computers location on the Internet compdaW of a second level domain -tame (e.g.. microsoft) and a top-levd domain acme (e.g.. cmn). For example. httnJ/w --w ndc=sgfL and htm.-1h&w-. am pert of a single domain."while h=://www.m MMgti corn and httpJ/w►vw.msn.com ate trot. The Domain Access I== must be dedicated to a particular domain: is may not be used for or shat!ed among moldpie domains. it Liceoaee wishes to tee the Server Sddtware on toe same Server refer+etLeed above to support additioettl domains.Licensee aunt acquire a Domain Access License for each such additional domain. 2. DESCRIPTION OF OTk At RIGHTS AND LN(ITATIONS. Use of Server Softwam Licensee's use of the Server Software is subject to the terms and conditions of Section ULA. above("Server License"). -17- Yorth_4merfcan v4.0 tSeptemoer 1. 1997) Product Use Rights 11/18/1997 11:112 3607531673 DIS TECH BRK SVCS PAGE 23 E For MicrosofrCP flosr Dana Repiicator,the following secrtan is applicable Note: An amendment or addendum to this Section E tray accompany,certain components of the Software. Additional soft-awe components may be distributed to Licensee along with the Software. To the extent that a separate End-User License Agreement (-EULA") is provided with any such additional sofmare component.kept as speci5cally referenced below.use thereof shall be governed by such EL'LA. 1. GRANT OF LICENSE.This Section E grants Licensee the following rights: Installation and Use —The CD-ROM or floppy disk(s) on which the Software resides may contain se%=W copies of the Sofm-Am. each of which is compatible with a different microprocessor architecture (such as the x86 architecture or various RISC architectures). For each License acquired. licensee may install the Softnam for use with only one of those architectim at any given time. Licenses may install and use one copy of the Software on a single computer. Performance or Benchmark Testing Licensee may not disclose the results of any benchmark test of the Software to any third party without Licenser's prior written approval. NOTE ON JAVA SUPPORT The Software tray contain support for programs written in java. Java technology is not fault tolerant and is not designed.manufactured. or intended for use or resale as online control equipment in hazardous emironments requiring fail-safe performance.such as in the operation of nuclear facilitie& aircraft navigation or communication systemm air traffic control. direct life support machines, or weapons systems_ in wluich the failure of java tetdmolo&v could lead directly to death. personal injury.or severe physical,or environmental damage. F M&rosoft®Intmter Financial Server T'ooLW,theJbUowiss section is applicable The Software includes the following components. OFX TRANSLATION SERVER OFX PROXY SERVER, SERVER ADMINISTRATION TOOLS. CLIENT SDK and SERVER SDK (includes SQL bank tables,and serves sample code). Additional software components ma. have been distributed to Licensee along with the Software. Except if such additional saftwate components are accompanied by a separate end-user license agreematt, such components are governed by this Section F subject to the same terms governing the OFX TRANSLATION SERVER l. GRANT OF LICENSE.This Section F grants Licensee the following rights: a. LmHadon and Usc—For each License acquired.Licensee may install and use one copy of the OFX TRANSLATION SERVER on a single computer. I.iceretee may install and use an udimited number of copies of the OFX PROXY SERVER and SERVER ADMMSTRA'IION TOOLS for use with the OFX TRANSLATTON SERVER. If the CD-ROM or floppy disks) on which the Software resides contains more than one version of the Softy wc for use with a different microprocessor architectures (such as the x86 architm=*or various RISC architectures), then Licensee may insmil the Software for use with only one of those architecmtes at any given time. b. M:Marerials—Licensee may install and use an unlimited number copies of the CLIENT SDK and SERVER SDK software solely for the purpose of creating software to work in conjunction with the Software. Licensee mac modify 3m software code included with the SDKs that is identified as"Sample Code" to design, develop. and test Licensee's software. Portions of the SDKs may be designated as 'Redisaribuuable Code." Licensee may copy and redistribute the Sample Code and/orRedittnWatable Code (collectively"REDISTRIBUTABLE COMONENTS") as part of software Licensee distributes to others. provided that(a)Licensee distributes the REDISTRISUTABLE COMPONENTS only in conjunction with Licensee's use of the Software; (b) Licensee's distributed software adds significant And primary funaionality to the REDISTRIBUTABLE COMPONENTS: (c) the REDISTRIBUTABLE COMPONENTS only operate in conjunction with Microsoft Windows or Windows NT_ (d)Licensee does not permit further redistn coon of the REDISTRIBUTABLE COMPONENTS by Licensee's end-user customers: (e) Licensee does not use Microsoft's name. logo. or trademarks to market Licensee's distributed software (except as othemise permitted by Licennsor). (f) Licamee includes a valid eop}Mght notice on Licensee's distributed soft-am: and (g) Licensee agrees to indemnify, hold harmless. and defend Licensor from and against any claims or lawsuits. including attorneys" fees. that arise or result -18- Norrh Americem v t.0 /September 1. :997) Product Use Rights 11/18/1997 11:12 3607531673 DIS TECH BRK SVCS PAGE 26 The Department of.Information..Services Microsoft..Select Purchasing Program : . . . . . . . . . . . . . . . . . . . . . . Do Customer Enrollment cuments 11/18/19.97, 11:12 3607531673 DIS TECH BRK SVCS PAGE 24 from the use distribution of Licensee's software. �TIONS. ?. DESCRIP?",N OF OTHER RIGHTS r LilVIIT_ Reataxcept Whet othemise specificWll. pcnuiaed under the terms aced conditions of this Section F. if L E Licensw makes available a service which involves use of the Software on behalf of or for the benefit of a third parts' (e.g-, a web hosting scWicel- such sa%'ce shall be deemed a "rentai7 of the Software and prohibited under this Section F. Performance or Benchmark Tesdn�vnthout ��r� �� disclose �e results of any benchmark test of the Sofrnarc to am'third pant G. For Microsoft R:Mail Gate►rop Server Soft-we-the following section is applicable Each copy of the Software may be used on a computer system connected to a single terminal (i.e. a single CPty acting as a Microsoft* Mail Gatow1k, computer as described in the user documentation for such or Soil,.-are. If the Software includes software designated as a Gat av 5 such way poreon(s of the Message Service softvare. Licensee ma}' use, for each copy' of the Soft,,-= on a CPUs which is acting as a MicTosottg Mail "postoflice" as described in the user documentation for such Software- X. For MIrrosit"Services for NetWare,the followueg section is applicable Thi,Microsoft product is comprised of mvo components: File do Print Services for NetWare and Director Service Manager for N%Ware (coilective►y. "Software"). The Software contains software char provides services on a computer called a "serer' ("Serer Software''), and software than allows a computer or workstation to access or othervwrise utilize the services provided by the Server Software("Client Software*"). Licensor grants to Licensee the following rights to the Server Software and the Client Software: Use Licensee map install one cop-'of the Server Software on a single • �"�""�I to as the `'Sen-et�. computer (the computer running the Server Software shall be referred or worlcsrations Licensee may install the Client Software on any one or z�re comers r Software for connected to the Server.Licensee mat•install the Server Software aced the Conn= SC use with onlc one microprocessor architecture (e.g., tbie X86 architecture amens-RI archi=nuvs)at any given time.Licensee is only licensed to use the Software compatible with the version of Windows NT Server installed on the Server during installation of the Software• • For File& for etWace- If Licensee has already acquired a Client Access License for Windows NT Server to access or otherwise utilize the basic services of the Server-that ient aoL Access License gives Licensee the tight to access and utilize the Server Software. Licensee needs a separate Client Access License for Windows NT Server for each computer or workstation that will be accessing or otherwise utilizing the services of the Server. Refer I the Server License for Microsoft Windows NT Server for more information . Far Direaonv Se or NetWate . Licensee does not need a separate Client Access License for Windows NT Server to access or otherwise utilize the Serti'er Softgare. -19- Vorrh American v4-0 aepfember 1. 199") Product Use Rights 11/18/1997 11:12 3607531673 DIS TECH BRK SVCS PAGE 26 The Department of.Information..Services Microsoft. Select Purchasing ,Program Customer Enrollment Documents