﻿IMPORTANT - READ CAREFULLY BEFORE USING THE ACCOMPANYING SOFTWARE 

Sybase® jConnect LICENSE AGREEMENT

NOTICE TO USER: BY INSTALLING OR USING THIS SOFTWARE YOU ACCEPT ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT. PLEASE READ IT CAREFULLY. 

THE FOLLOWING TERMS AND CONDITIONS ("AGREEMENT") SHALL GOVERN YOUR INSTALLATION AND USE OF THE SYBASE JCONNECT SOFTWARE PROGRAM, DOCUMENTATION AND RELATED EXPLANATORY MATERIALS (THE "PROGRAM"). IF YOU DO NOT ACCEPT OR AGREE WITH THESE TERMS, YOU MAY NOT INSTALL OR USE THE PROGRAM.

YOU ARE REQUIRED TO ACCEPT THE TERMS OF THE AGREEMENT BEFORE YOU CONTINUE TO INSTALL THE PROGRAM.  YOU INDICATE YOUR ACCEPTANCE OF THIS AGREEMENT BY CLICKING “I ACCEPT” BELOW. 

UPON YOUR ACCEPTANCE OF THIS AGREEMENT, SYBASE GRANTS YOU A LIMITED, NON-EXCLUSIVE LICENSE TO USE THE PROGRAM AS FOLLOWS: 

1. USE OF PROGRAM. You may install and use the Program internally in your organization solely to develop applications that interoperate with the Sybase Adaptive Server® Enterprise product. The Program may not be transferred, sold, assigned, sublicensed or otherwise conveyed (whether by operation of law or otherwise) to another party without Sybase's prior written consent.

2. RESTRICTIONS. Except as expressly permitted in the documentation, you may not modify or adapt the Program in whole or in part (including but not limited to translating or creating derivative works) or reverse engineer, decompile or disassemble the Program (except to the extent applicable laws specifically prohibit such restriction). You may not use the Program for timesharing, rental or service bureau purposes. You shall not remove any copyright notices or other proprietary notices from the Program or documentation and you must reproduce such notices on all copies or extracts of the Program and documentation.  Results of benchmark or other performance tests run on the Program may not be disclosed to any third party without Sybase's prior written consent.  Transfer of the Program outside the country in which it was originally delivered to you is not permitted without Sybase’s prior written consent, and is subject to compliance with all applicable export regulations and restrictions.  Upon reasonable notice to you, Sybase may audit your use of the Program.

3. COPYRIGHT AND OWNERSHIP. The Program is owned by Sybase, its subsidiaries or their suppliers and are protected by copyright laws and international treaty provisions. You acquire only the non-exclusive right to use the Program as permitted herein and do not acquire any rights of ownership in the Program or any other implied rights or licenses under any intellectual property rights of Sybase. 

4. SUPPORT. The Program is provided on an "as is" basis and is unsupported. This Agreement does not entitle you to any maintenance or other services or any updates or new versions of the Program.

5. CONFIDENTIAL INFORMATION. "Confidential Information" shall include the Program (including methods or concepts utilized therein) and all information identified by Sybase as proprietary or confidential.  Confidential Information shall remain the sole property of Sybase and shall not be disclosed to any third party without the express written consent of Sybase; except that you may disclose Confidential Information to consultants performing services for your benefit, provided that such consultants are bound by a written non-disclosure agreement with you protecting such Confidential Information in a manner consistent with this Agreement.  Except with respect to the Program, items will not be deemed Confidential Information if (i) available to the public other than by a breach of an agreement with Sybase; (ii) rightfully received from a third party not in breach of any obligation of confidentiality; (iii) independently developed by you without access to the Confidential Information; or (iv) if proven to have been known to you at the time of disclosure.  You shall immediately inform Sybase if you are required to produce Confidential Information by operation of law, and if so requested by Sybase, shall provide reasonable assistance to Sybase in seeking to limit such production.  A copyright notice on the Program does not, by itself, constitute evidence of publication or public disclosure. 

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

7. TERMINATION. Sybase may immediately terminate this Agreement on notice to you if you violate any terms of the Agreement. Upon termination, you shall cease using the Program and shall destroy all copies of the Program (and associated documentation) in any form. All disclaimers of warranties and limitations of liability shall survive any termination of this Agreement. 

8. WARRANTY DISCLAIMER. The Program is provided AS IS, without any warranty whatsoever. SYBASE DISCLAIMS ALL WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABLE QUALITY, NONINFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. 

9. LIMITATION ON LIABILITY. NEITHER SYBASE, ITS SUBSIDIARIES NOR ANY OF ITS LICENSORS SHALL BE LIABLE FOR ANY LOSS OR DAMAGE HEREUNDER, INCLUDING, WITHOUT LIMITATION, ANY INACCURACY OF DATA, LOSS OF PROFITS OR DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10. EXPORT. You agree to fully comply with all laws and regulations of the United States and other countries ("Export Laws") to assure that neither the Program nor any direct products thereof are (1) exported, directly or indirectly, in violation of Export Laws, or (2) are used for any purpose prohibited by Export Laws, including, without limitation, nuclear, chemical or biological weapons production.

11. English Language.  The parties agree that the Agreement and all documents contemplated hereby be drawn up in English (les parties aux présentes ont exigé que cette entente et tous autres documents envisagés par las présentes soient rédigés en anglais). 

12. GOVERNING LAW; COMPLETE AGREEMENT. This Agreement constitutes the complete agreement between the parties with respect to the Program and is governed by the laws of the State of California (other than its conflict of law provisions).  If any provision of this Agreement is held to be unenforceable, such provision shall be limited, modified or severed, as necessary, to eliminate its unenforceability, and all other provisions shall remain unaffected.  The failure or delay of either party to exercise any of its rights shall not be deemed a waiver of such rights, and no waiver of any breach of this Agreement shall constitute a waiver of any other breach.