# FREEWARE EDITION SOFTWARE LICENSE AGREEMENT
## Embarcadero Technologies, Inc.

10801 North Mopac Expressway  
Building 1, Suite 100  
Austin, Texas 78759  
Ph: (512) 226-8080  

**BY PROCEEDING TO INSTALL OR USE THE SOFTWARE WITH WHICH THIS AGREEMENT
IS INCLUDED, YOU HEREBY ACKNOWLEDGE AND AGREE TO BE BOUND BY THE
FOLLOWING TERMS AND CONDITIONS. IF YOU DO NOT AGREE WITH THESE TERMS AND
CONDITIONS, THEN DO NOT INSTALL OR USE THE SOFTWARE. BY INSTALLING AND
OPERATING THE SOFTWARE, YOU ACKNOWLEDGE AND AGREE THAT ON BEHALF OF
YOURSELF AND YOUR EMPLOYER YOU HAVE READ THIS SOFTWARE LICENSE AGREEMENT
(THIS “AGREEMENT”) CAREFULLY, THAT YOU AND YOUR EMPLOYER AGREE TO BE
BOUND BY THIS AGREEMENT AND THAT IF APPLICABLE YOUR EMPLOYER HAS
INFORMED YOU OF THE RELEVANT PROVISIONS OF THIS AGREEMENT WHICH MAY BE
APPLICABLE TO YOU. THIS AGREEMENT, SHALL GOVERN YOUR INSTALLATION AND
USE OF THE SOFTWARE WITH WHICH THIS AGREEMENT IS INCLUDED. EMBARCADERO
URGES YOU TO CAREFULLY READ THIS AGREEMENT AND ASSESS YOUR USE OF THE
SOFTWARE PRIOR TO INSTALLING OR USING THE SOFTWARE.**

THIS SOFTWARE LICENSE AGREEMENT, dated as of the date of Customer’s
installation of the Licensed Software, between Embarcadero Technologies,
Inc., a Delaware corporation (“Embarcadero”), and the person installing
or using the Licensed Software or for whose benefit the Licensed
Software is being installed or used (“Customer”), sets forth the terms
and conditions whereby Embarcadero agrees to provide to Customer and
Customer agrees to acquire from Embarcadero one or more limited licenses
to use certain software and documentation in which this Agreement is
embedded. In consideration of the mutual promises and agreements
contained herein, the parties hereto also agree as follows:

**GENERAL TERMS AND CONDITIONS**

1.  **Definitions –**
<ol type="a">
<li> “Agreement” means this Freeware Edition software license agreement.
<li> “Confidential Information” means all technical and
    non-technical information in both tangible and intangible form,
    including, but not limited to, product design information, software
    code, technical information, customer information, cost and pricing
    information, financial information, the terms of this Agreement and
    the results derived from or methodology employed by Customer in
    conducting any benchmark testing of the Licensed Software; provided
    that the term “Confidential Information” shall not include
    information which the recipient can show by reasonable proof (i) to
    have been known by the recipient prior to the time of disclosure by
    the disclosing party, (ii) to have become part of the public domain
    through no fault or breach of this Agreement by the recipient, (iii)
    to have been disclosed to the recipient in good faith by a third
    party who is not under any obligation of confidence or secrecy to
    the disclosing party at the time such third party discloses the
    information to the recipient or (iv) to have been compelled to be
    produced by a court of competent jurisdiction, provided that the
    recipient shall first give notice to the disclosing party of any
    such request or order of the court to give the disclosing party an
    opportunity to contest or limit said request or order of the court.

<li> “Customer” means the person installing or using the Licensed
    Material or for whose benefit the Licensed Material is being
    installed or used.

<li>  “Derivative Works” means any software programs which are
    developed by Customer and which incorporates or contains any
    Redistributables or Licensed Software.

<li>  “Effective Date” means the date upon which Customer installs
    the Licensed Software.

<li>  “Licensed Documentation” means the published user manual that
    Embarcadero makes generally available for the License Software.

<li>  “Licensed Material” means the Licensed Software and the
    Licensed Documentation.

<li>  “Licensed Software” means the machine-readable object code
    version of (i) the software specified on each Purchase Order,
    whether embedded on disc, tape, internet download site or other
    media and (ii) all Updates, revisions, enhancements, improvements
    and modifications to and programming fix for the Licensed Software
    that Customer is entitled to receive.

<li>  “Redistributable” means the file intended for distribution by
    Customer to users of programs created by Customer.
</ol>

2. **LICENSE** – Subject to the terms and conditions of this
    Agreement and Customer’s full compliance herewith and according to
    the scope, time period and other terms indicated herein, Embarcadero
    hereby grants Customer during the Term (as defined in Section 8
    below) and Customer hereby accepts from Embarcadero, a limited,
    non-exclusive and non-transferable right and license to install and
    use the Licensed Material on computer hardware that is owned or
    operated by or on behalf of Customer solely for Customer’s internal
    business use and to copy the Licensed Material as permitted by this
    Agreement. Customer may install and use one copy of the Licensed
    Software per user. Customer’s right to use the Licensed Material
    shall extend to use by third parties under contract with Customer to
    provide outsourcing services for Customer's own internal business
    use; provided, such third parties have agreed to abide by the terms
    of this Agreement, including the confidentiality provisions
    contained herein. Customer shall reproduce all confidentiality and
    proprietary notices on each of the copies permitted hereunder and
    maintain an accurate record of the location of each of the copies.
    Customer shall not otherwise copy or duplicate the Licensed
    Material. Customer shall not reverse engineer, disassemble,
    translate, modify, adapt, or decompile the Licensed Material or
    apply any procedure or process to the Licensed Material in order to
    ascertain, derive, and/or appropriate the source code or source
    listings for the Licensed Software or any trade secret or other
    proprietary information contained in the Licensed Software. Customer
    acknowledges that all use of the Licensed Material by Customer is
    restricted to “internal business use” only. The term “internal
    business use” means that the Licensed Material only be licensed to
    and used by and for the benefit of Customer on computer hardware
    that is owned or operated by or on behalf of Customer and may not be
    used for the benefit of or in connection with any other person,
    corporation, partnership, limited liability company or other
    business entity.

3.  **ADDITIONAL LICENSE TERMS GOVERNING LICENSES OF EMBARCADERO C++
    COMPILER** – The following additional terms and conditions contained
    in this Section 3 shall apply to all licenses of Embarcadero C++
    Compiler licensed by Embarcadero to Customer:

 > Subject to the terms and conditions of this Agreement and Customer’s
    full compliance herewith and according to the scope, time period and
    other terms indicated herein, Embarcadero grants Customer during the
    term (as defined in Section 8 below) a personal, nonexclusive
    license to install and use the Licensed Software for the purposes of
    designing, developing, testing, and deploying application programs
    created by Customer. Customer may install a copy of the Licensed
    Software on a computer and freely move the Licensed Software from
    one computer to another, provided that Customer is an individual
    using the Licensed Software for personal use. If Customer is an
    entity, Embarcadero grants Customer the right to designate one
    individual within Customer’s organization (“Named User”) to have the
    right to use the Licensed Software in the manner provided above.
    Use, duplication, or disclosure of the Licensed Software by the any
    government entity or agency is subject to restriction as set forth
    in FAR 52.227-19(c)(2) or subparagraph (c)(1)(ii) of the Rights in
    Technical Data and Computer Software clause at DFARS 252.227-7013
    and/or in similar or successor clauses in the FAR, or the DOD or
    NASA FAR Supplement. Unpublished rights are reserved under the
    Copyright Laws of the United States. Contractors/Manufacturers are
    Embarcadero, Inc., 10801 North Mopac Expressway, Building 1, Suite
    100, Austin, Texas 78759 and, in the case of Embarcadero C++
    Compiler, Dinkumware, Ltd., 398 Main Street, Concord MA 01742.

4.  **GENERAL TERMS THAT APPLY TO COMPILED PROGRAMS AND
    REDISTRIBUTABLES –** Customer may write and compile (including
    byte-code compile) Derivative Works, including any libraries and
    source code included for such purpose with the Licensed Software,
    provided that in no event shall Customer create any Derivative Work
    that is competitive with or offers substantially the same
    functionality as the Licensed Software or any other product or
    software application commercially offered by Embarcadero. Customer
    may reproduce and distribute Derivative Works without additional
    license or fees, subject to all of the conditions in this Agreement.
    The Licensed Software may include Redistributables intended for
    distribution by Customer to the users of Derivative Works.
    Redistributables include, for example, those files identified in the
    accompanying printed or on-line documentation as redistributable
    files or those files preselected for deployment by an install
    utility provided with the Licensed Software (if any).  In any event,
    Redistributables included with the Licensed Software are only those
    files specifically designated as such by Embarcadero.  From time to
    time, Embarcadero may designate other files as Redistributables.
    Customer should refer to the documentation, including any "readme"
    or "deploy" files included with the Licensed Software, for
    additional information. Subject to all of the conditions in this
    Agreement, Customer may reproduce and distribute exact copies of the
    Redistributables, provided that such copies are made from the
    original copy of the Licensed Software or the copy transferred to a
    single hard disk. Copies of Redistributables may only be distributed
    with and for the sole purpose of executing Derivative Works
    permitted under this Agreement. Under no circumstances may any
    copies of Redistributables be distributed separately.  Regardless of
    any modifications which Customer makes and regardless of how
    Customer might compile, link, and/or package Derivative Works, under
    no circumstances may the libraries (including runtime libraries),
    code, Redistributables, and/or other files of the Licensed Software
    (including any portions thereof) be used for developing software
    programs by anyone other than Customer.  Only Customer as the
    licensed user (or the Named User) has the right to use the libraries
    (including runtime libraries), code, Redistributables, or other
    files of the Licensed Software (or any portions thereof) for
    developing programs created with the Licensed Software.  In
    particular, Customer may not share copies of the Redistributables
    with other co-developers.  Customer may not reproduce or distribute
    any Licensed Documentation without Embarcadero's express written
    permission. The license granted in this Agreement for Customer to
    create and distribute Derivative Works and the Redistributables (if
    any) is subject to all of the following conditions:  (i) all copies
    of Derivative Works must bear a valid copyright notice, either
    Customer’s or Embarcadero’s copyright notice that appears on the
    Licensed Software;  (ii) Customer may not remove or alter any
    Embarcadero copyright, trademark, license agreement, or other
    proprietary rights notice contained in any portion of Embarcadero
    libraries, source code, Redistributables or other files that bear
    such a notice; (iii) Embarcadero provides no warranty at all to
    Customer or any other person regarding the Licensed Software, and
    Customer will remain solely responsible to anyone receiving
    Customer’s programs for support, service, upgrades, or technical or
    other assistance, and such recipients will have no right to contact
    Embarcadero for such services or assistance; (iv) Customer will
    indemnify and hold Embarcadero, its related companies and its
    suppliers, harmless from and against any claims or liabilities
    arising out of the use, reproduction or distribution of any
    Derivative Work;  (v) Derivative Works must be written using a
    licensed copy of the Licensed Software;  (vi) Customer programs must
    add primary and substantial functionality, and may not be merely a
    set or subset of any of the libraries (including runtime libraries),
    code, Redistributables or other files of the Software; (vii)
    regardless of any modifications made by Customer and regardless of
    how Customer might compile, link, or package Derivative Works, the
    libraries (including runtime libraries), code, Redistributables,
    and/or other files of the Licensed Software (including any portions
    thereof) may not be used in software programs created by Customer’s
    end users (i.e., users of Customer’s programs) and may not be
    further redistributed by Customer end users; and (viii) Customer may
    not use Embarcadero's or any of its suppliers' names, logos, or
    trademarks to market Derivative Works, except to state that a
    Derivative Work was written using the Licensed Software. The
    Licensed Software might include source code, redistributable files,
    and/or other files provided by a third party vendor (“Third Party
    Software”).  Since use of Third Party Software might be subject to
    license restrictions imposed by the third party vendor, Customer
    should refer to the on-line documentation (if any) provided with
    Third Party Software for any license restrictions imposed by the
    third party vendor.  Any license restrictions imposed by a third
    party vendor are in addition to, not in lieu of, the terms and
    conditions of the Agreement. All Embarcadero libraries, source code,
    Redistributables and other files remain Embarcadero's exclusive
    property.  Regardless of any modifications that Customer may make,
    Customer may not distribute any files (particularly Embarcadero
    source code and other non-executable files) except those that
    Embarcadero has expressly designated as Redistributables.  Nothing
    in the Agreement permits Customer to derive the source code of files
    that Embarcadero has provided to Customer in executable form only,
    or to reproduce, modify, use, or distribute the source code of such
    files.  Source code that Customer generates with an Embarcadero
    source code generator, such as an Application Wizard, is considered
    by Embarcadero to be Customer code. Contact Embarcadero for the
    applicable royalties due and other licensing terms for all other
    uses and/or distribution of the Redistributables.

5.  **PROPRIETARY RIGHTS** – Customer shall not acquire, by virtue of
    this Agreement, any right or license other than as expressly
    provided herein. Customer shall not reproduce the Licensed Material
    or other confidential or proprietary information of Embarcadero,
    except as provided in this Agreement. All proprietary rights in and
    to the Licensed Material, all derivatives, translations,
    modifications, adaptations, improvements, enhancements or
    developments thereof and all confidential or proprietary information
    of Embarcadero, including without limitation, all rights under and
    with respect to patents, copyrights, trademarks and rights under the
    trade secret laws of any jurisdiction shall remain the property of
    Embarcadero or its applicable licensor, whether recognized by or
    perfected under applicable local law. Customer shall promptly notify
    Embarcadero of any infringement of Embarcadero’s proprietary rights
    of which Customer becomes aware.

6.  **NO WARRANTY**

<ol type="a"> 
<li> <u>WARRANTY</u> – CUSTOMER ACKNOWLEDGES AND AGREES THAT THE
    LICENSED MATERIAL IS PROVIDED ON AN “AS IS” BASIS WITHOUT ANY
    WARRANTIES OF ANY KIND. EMBARCADERO MAKES NO WARRANTIES THAT THE USE
    OF THE LICENSED MATERIAL WILL BE ERROR-FREE OR UNINTERRUPTED, OR ANY
    OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY
    WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A
    PARTICULAR PURPOSE.

<li> <u>NO CONSEQUENTIAL DAMAGES</u> - UNDER NO CIRCUMSTANCES WILL
    EMBARCADERO OR ITS AUTHORIZED REPRESENTATIVES BE LIABLE FOR ANY
    CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY OR INCIDENTAL
    DAMAGES, WHETHER FORESEEABLE OR UNFORESEEABLE, BASED ON CLAIMS BY
    CUSTOMER OR ANY THIRD PARTY (INCLUDING, BUT NOT LIMITED TO, CLAIMS
    FOR LOSS OF DATA, GOODWILL, PROFITS, USE OF MONEY OR USE OF THE
    PRODUCTS, INTERRUPTION IN USE OR AVAILABILITY OF DATA, STOPPAGE OF
    OTHER WORK OR IMPAIRMENT OF OTHER ASSETS), ARISING OUT OF BREACH OF
    EXPRESS OR IMPLIED WARRANTY, BREACH OF CONTRACT, BREACH OF ANY
    INTELLECTUAL PROPERTY RIGHT, MISREPRESENTATION, NEGLIGENCE, STRICT
    LIABILITY IN TORT OR OTHERWISE. IN NO EVENT WILL THE AGGREGATE
    LIABILITY INCURRED IN ANY ACTION OR PROCEEDING BY EMBARCADERO OR ITS
    AUTHORIZED REPRESENTATIVE EXCEED ONE HUNDRED DOLLARS.
</ol>

7. **CONFIDENTIALITY** - Customer acknowledges that the Licensed
    Material incorporates confidential and proprietary information
    developed or acquired by or licensed to Embarcadero and that all
    results of testing of the Licensed Software, whether performed by
    Customer or another third party, are confidential. In no event will
    Customer publish or disclose the results of any testing or
    performance specifications of the Licensed Software without
    Embarcadero’s express prior written consent. Each party shall take
    all reasonable precautions necessary to safeguard the
    confiden­tiality of all Confidential Information disclosed by the
    other party, including those precautions (i) taken by the disclosing
    party to protect its own Confidential Information and (ii) which the
    disclosing party or its authorized representative may reasonably
    request from time to time. Neither party shall allow the removal or
    defacement of any confidentiality or proprietary notice placed on
    the Confidential Information disclosed by the disclosing party. The
    placement of copyright notices on Confidential Information shall not
    constitute publication or otherwise impair their confidential nature
    of such information. If an unauthorized use or disclosure of the
    disclosing party’s Confidential Information occurs within the
    recipient party’s enterprise, the recipient party will immed­iately
    notify the disclosing party or its authorized representative and
    take, at recipient party’s expense, all steps which may be available
    to recover such Confidential Information and to prevent its
    subsequent unauthorized use or dissemination.

8.  **TERMINATION** – This Agreement and all licenses granted
    hereunder shall commence upon the Effective date and terminate
    immediately upon the earliest of (i) the date upon which Customer
    violates or breaches any term or condition of this Agreement
    and (ii) the date upon which either party notifies the other party
    of its termination of this Agreement (the “Term”). This Agreement
    will terminate automatically if Customer becomes insolvent, goes or
    is put into receivership or liquidation, makes an arrangement for
    the benefit of his creditors or enters into bankruptcy, suspension
    of payments, moratorium, reorganization or any other proceeding that
    relates to insolvency or protection of creditors’ rights or takes or
    suffers any similar action in consequence of debt. Upon the
    termination of this Agreement for any reason, all rights granted to
    Customer hereunder will cease, and Customer will promptly purge the
    Licensed Software from all of Customer’s computer systems, storage
    media and other files and destroy the Licensed Material and all
    copies thereof.

9.  **U.S. EXPORT RESTRICTIONS** - Customer acknowledges that the
    Licensed Material and all related technical information, documents
    and materials are subject to export controls under the U.S. Export
    Administration Regulations. Customer covenants and agrees to comply
    with all import and export control regulations of the United States
    with respect to the Licensed Material. Customer acknowledges that it
    may not re-export or divert the Licensed Material or any related
    technical information, document or material, or direct derivatives
    thereof, to any country set forth on the U.S. Department of
    Commerce’s list of State Sponsors of Terrorism (currently, Cuba,
    Iran, North Korea, and Syria), including any future changes to the
    government’s list of State Sponsors of Terrorism.

10.  **EQUITABLE RELIEF** – The parties recognize that Sections 5 and
    7 are necessary for the protection of the business and goodwill of
    the parties and are considered by the parties to be reasonable for
    such purpose. The parties agree that any breach of such Sections
    would cause the other party substantial and irreparable damage and
    therefore, in the event of any such breach, in addition to other
    remedies which may be available, the non-breaching party shall have
    the right to seek specific performance and other injunctive and
    equitable relief in a court of law.

11.  **ENFORCEABILITY** - If for any reason a court of competent
    jurisdiction finds any provision of this Agreement, or portion
    thereof, to be unenforceable, void, invalid or illegal, that
    provision shall be enforced to the maximum extent permissible so as
    to effect the intent of the parties, and the remainder of this
    Agreement shall continue in full force and effect.

12.  **ENTIRE AGREEMENT** - Customer acknowledges that Customer has
    read this Agreement, understands the Agreement and agrees to be
    bound by its terms. Customer and Embarcadero further agree that this
    Agreement is the complete and exclusive statement of the agreement
    between Customer and Embarcadero and supersedes all proposals, oral
    or written, and all other communications between the parties
    relating to the subject matter of this Agreement. This Agreement may
    not be amended, modified, supplemented or altered except by a
    written agreement that is signed by both parties.

13.  **MISCELLANEOUS** - This Agreement is not intended to be nor
    shall it be construed as a joint venture, association, partnership
    or other form of business organization or agency relationship.
    Headings used in this Agreement are for reference purposes only and
    shall not be used to modify the meaning of the terms and conditions
    of this Agreement. Customer may not assign, delegate or otherwise
    transfer this Agreement or any of its rights or obligations
    hereunder to any other person or entity without Embarcadero’s prior
    written consent. This Agreement shall be binding upon the parties
    hereto and shall inure to the benefit of the parties hereto and
    their respective permitted successors and assigns. The waiver of
    compliance with or breach of any term or condition of this Agreement
    or the failure of a party to exercise any right under this Agreement
    shall in no event constitute a waiver as to any other failure to
    comply or breach, whether similar or dissimilar in nature, or
    prevent the exercise of any right under this Agreement. **THIS
    AGREEMENT WILL BE GOVERNED BY AND INTERPRETED IN ACCORDANCE WITH THE
    LAWS OF THE STATE OF TEXAS WITHOUT GIVING EFFECT TO ANY CHOICE OF
    LAW RULES. EMBARCADERO AND CUSTOMER HEREBY AGREE ON BEHALF OF
    THEMSELVES THAT THE SOLE AND EXCLUSIVE JURISDICTION AND VENUE FOR
    ANY LITIGATION ARISING FROM OR RELATING TO THIS AGREEMENT OR THE
    SUBJECT MATTER HEREOF SHALL BE IN AN APPROPRIATE FEDERAL OR STATE
    COURT IN THE STATE OF TEXAS LOCATED IN TRAVIS COUNTY**.

Embarcadero Freeware Edition SLA Ver. 060121ns
