License Agreement

version 2004 (Modified)

This is a License Agreement and NOT an agreement for sale.

4D and/or its suppliers continue to be the sole owner(s) of the copy of the Software and all other copies that LICENSEE is authorized to have or make in accordance with this Agreement.

LICENSEE's rights to use the Software are specified in this Agreement and 4D retains all rights not expressly granted to LICENSEE in this Agreement. No other express or implied rights are granted to LICENSEE relating to the Software.

4D grants LICENSEE with a limited, personal, and non-exclusive right to use the Software in the Environment and in the language indicated on its Media.

LICENSEE may:

a) transfer the Software on one (1) hard disk only for use as described in article 2.1.A, provided that LICENSEE does not use the original Media on another computer at the same time and that LICENSEE can immediately prove ownership of the original license;

b) make a copy of the Software for back-up purposes only and in executable form, provided that LICENSEE reproduces all the copyright, trademark and other proprietary notices which appear on or in the Software; such copy being subject to the terms and conditions of the Agreement;

LICENSEE may:

a) install and use the Software on any computer, provided the Software is installed and used on one (1) computer at a time;

b) transfer the Software from one computer to another, provided the Software is installed and used on one (1) computer at a time.

LICENSEE may:

a) install and use the Software solely for internal data processing operations on one micro-computer ("server computer") only, and on client computers in a single client/server computer network on as many client computers as necessary in order to satisfy for LICENSEE's needs, provided the Software is used by no more than the maximum number of authorized Concurrent Users, on the same server computer;

b) transfer the Software from one server computer to another, provided the Software is used on one (1) server computer at a time.

4D grants LICENSEE a limited, personal, non-transferable, and non-exclusive right to use the Software in the Environment and in the language indicated on its Media.

The Evaluation license is granted free of charge.

LICENSEE shall:

a) use the Software on a single computer exclusively or a replacement computer in case the former is out of order, being agreed that the Software may not be used on more than one (1) computer at a time;

b) use the Software only for data processing, for evaluation and testing purposes.

Notwithstanding the dispositions of provision 2.3, LICENSEE shall not use the Software for any production purposes. Any use of the Software for production purposes is subject to the prior acquisition of a license of use by LICENSEE under the price terms and conditions then in force.

LICENSEE may not:

a) sublicense, sell, lease, rent, share the use of the Software or otherwise transfer it, or permit any third party to use the Software for consulting services, time sharing, service bureau, outsourcing services, application service provider services, or application hosting provider services and more generally LICENSEE shall not grant any kind of rights regarding the Software or any portion thereof in any form to any third party without the prior written consent of 4D.

b) transfer the Software to another computer platform or operating system. LICENSEE agrees that LICENSEE must pay a license fee according to 4D's standard fees in effect at a time for such a transfer;

c) modify, translate, reverse-engineer, decompile, disassemble, partially or completely, the Software, except as otherwise mentioned by the legal measures in force. Nevertheless, LICENSEE shall ask 4D for the information which is necessary to achieve the interoperability of the Software with another program and this, before any decompilation;

d) remove or alter any Software identification, proprietary notice, labels or trademarks which appear on or in the Software, except as otherwise expressly allowed by 4D;

e) use the back-up and archival copy (or allow anyone else to use such copy) for any purpose other than to replace the original copy in the event it is destroyed or becomes defective;

f) disclose the results of any benchmark or other test of the Software, without 4D's prior written consent;

g) use the Software in violation of any Country, Treaty, Federal or State law, regulation or rules, including laws with respect to misuse or improper use of information.

For US LICENSEE only: provision f) is not applicable.

B. Single Use

LICENSEE may not:

a)install and use the Software on a computer network. (If LICENSEE wishes to use the Software on more than one computer or in another Environment, LICENSEE must obtain an additional license, subject to 4D's standard fees in effect at the time of order);

b)use the Software to create application and/or data servers, except in case LICENSEE has been granted a license for 4D WEB SERVER or a license for 4D WEB SERVICES pursuant to payment of appropriate license fee.

LICENSEE may not transfer to another computer platform or operating system, and/or use of the Software with more than the authorized number of concurrent users. (LICENSEE must pay an additional license fee according to 4D's standard fees in effect at a time for such a transfer or increase of Concurrent Users).

The license granted by 4D permits the use of such Software on the two available platforms, being agreed the simultaneous use of 4D STANDARD EDITION on both platforms implies the grant of two separate licenses.

• 4D RUNTIME VOLUME LICENSE LIGHT

a) A license for 4D RUNTIME VOLUME LICENSE LIGHT, without any specific serial number, is included with 4D DEVELOPER EDITION. By virtue of the license which is granted, LICENSEE may run and deploy 4D RUNTIME VOLUME LICENSE LIGHT for the purpose of deploying compiled single-use 4D Applications and this, within the structural limits (number of methods, number of recordings) defined in the Software.

b) The use of demonstration or evaluation versions of plug-ins combined with 4D RUNTIME VOLUME LICENSE LIGHT is authorized, any use of the other plug-ins being forbidden.

c) LICENSEE shall not alter or modify in any way, the dialog installed by 4D when a user quits a 4D Application run and deployed with 4D RUNTIME VOLUME LICENSE LIGHT , particularly the legal notices relating to intellectual and industrial property, notably the trademarks, logos and domain names appearing in the dialog.

• 4D RUNTIME VOLUME LICENSE SPONSORED

a) LICENSEE may use the Software named 4D RUNTIME VOLUME LICENSE SPONSORED for the sole purpose of running and deploying one or more compiled and single-use 4D Application(s) exclusively. 4D RUNTIME VOLUME LICENSE SPONSORED is only to be deployed as part of 4D Applications.

b) The use of "sponsored" plug-ins combined with 4D RUNTIME VOLUME LICENSE SPONSORED is authorized, any use of the other plug-ins being forbidden.

c) LICENSEE shall not alter or modify in any way, the dialog installed by 4D when a user quits a 4D Application run and deployed with 4D RUNTIME VOLUME LICENSE SPONSORED, particularly the legal notices relating to intellectual and industrial property, notably trademarks, logos and domain names appearing in the dialog.

• 4D RUNTIME VOLUME LICENSE PRO

a) LICENSEE may use 4D RUNTIME VOLUME LICENSE PRO for the sole purpose of running and deploying one or more compiled single-use 4D Application(s) within the limit of the number of copies allowed as defined in the certificate of authenticity of 4D RUNTIME VOLUME LICENSE PRO (all platforms included), being specified that the evaluation versions are not included in the account of the above-mentioned number of copies. 4D RUNTIME VOLUME LICENSE PRO is only to be deployed as part of 4D Applications.

b) The use of "sponsored" plug-ins is not authorized as part of the use of 4D RUNTIME VOLUME LICENSE PRO. Such plug-ins may be used only with 4D RUNTIME VOLUME LICENSE SPONSORED.

4D RUNTIME SINGLE USER may be used solely for execution purposes, to run one or more compiled 4D Application(s). In no event, 4D RUNTIME SINGLE USER may be used to develop new applications and/or database management.

4D RUNTIME INTERPRETED may be used solely for execution purposes, to run one or more interpreted 4D Application(s). In no event, 4D RUNTIME INTERPRETED may be used to develop new applications and/or database management.

4D SERVER RUNTIME may be used solely for execution purposes, to run one or more compiled 4D Application(s). In no event, 4D SERVER RUNTIME may be used to develop new applications and/or database management.

a) Notwithstanding the terms of the Contract, such Software may be used as an Intranet/Internet Server, without limitation of the number of connections, being agreed that the license is granted to LICENSEE provided LICENSEE has previously acquired a 4D PRODUCT LINE license and is limited to one 4D Application, one stand-alone computer exclusively; being agreed that each 4D WEB SERVER implies that LICENSEE has been granted beforehand a 4D SERVER license.

b) The use or development of Web Services as a Server (publishing of Web Services) implies the prior purchase of a 4D WEB SERVICES license. The use or development of Web Services as a client (subscription to Web Services) does not require the purchase of one or the other of these licenses.

LICENSEE may:

- print the Electronic Documentation for use with the Software;

- transfer the HTML files to a server for use on LICENSEE's Intranet;

- transfer the Electronic Documentation on a hard drive for LICENSEE's use with the Software.

LICENSEE may not:

- distribute the Documentation;

- transfer the Documentation in any manner that causes it to be accessed on the Internet;

- make derivative works of the Documentation.

The Software may include one or more libraries, files or other items intended to help LICENSEE to use the Software. 4D grants LICENSEE the right to use these libraries, files and other items provided LICENSEE complies with the terms of this Agreement and any terms specific to the libraries or files. LICENSEE should refer to the Documentation and the "Read me" file included in the Software for additional information and terms.

LICENSEE is informed that the Software may give access to a library that allows LICENSEE to code certain information in the applications developed with the Software. LICENSEE agrees that some laws do not allow or limit the use of the algorithms contained in this library and agrees to comply with all applicable laws and regulations related to such use.

In any case, it is LICENSEE's responsibility to make sure that any user of the Software complies with the terms of this License Agreement.

The evaluation license does not include any technical support or maintenance services.

If LICENSEE wants to obtain technical support services and update rights to the Software from 4D or its local subsidiaries/distributors, LICENSEE MUST REGISTER THE SOFTWARE AS SOON AS POSSIBLE, BY APPROPRIATE MEANS, including, if necessary, on line according to the methods as indicated on the concerned 4D or local subsidiaries/distributors Web sites ; such services being supplied according to the then local applicable terms and conditions.

If the Software contains an update of the Software, the update constitutes a single product with the Software. Consequently, LICENSEE ceases using the previous version of the Software and/or permitting such use and LICENSEE agrees on all the terms of this Agreement which govern the terms and conditions of use of the updated Software.

Within a ninety (90) days-period from the Software's serial number delivery to LICENSEE, as evidenced by a copy of the sales receipt, 4D exclusively warrants that the Software, subject to a License of Use, is recorded on a Media free from defects in materials and workmanship under normal use and service and that such software shall be capable of performing the essential functions described in the documentation, when used in the Environment as indicated on the Media and the documentation. As said in provision 4.1 below, no warranty is provided for evaluation Software Licenses which is are provided "AS IS".

In case of a breach of this warranty, 4D's entire liability and LICENSEE's entire remedy shall be, at 4D's option, either the replacement of the Media and/or the Software, being agreed that the replacement Software will be warranted for the remainder of the original warranty period, or the refund of the license fee paid for the Software and the termination of this Agreement.

However, if the failure has resulted from an accident, an abuse, a modification of the Software or a misapplication, 4D shall have no responsibility to replace the Media or refund the license fee.

Exception to the above, LICENSEE agrees that the Software is obtained through download at its own discretion and risk and that LICENSEE is responsible for any damage to its computer system or loss of data that results from the downloading of the Software.

4D does not warrant that the functions included in the Software will meet LICENSEE's requirements or that the operation will be uninterrupted or error free or that all errors will be corrected.

The above warranty is valid provided that the defect has not resulted from a misuse of the Software or an accident.

THE WARRANTY STATED ABOVE IS EXCLUSIVE AND THEREFORE ALL OTHER WARRANTIES ARE WAIVED BY LICENSEE, TO THE EXTENT PERMITTED BY LAW, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED CONDITIONS OR WARRANTIES OF MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE.

The entire risk as to choice and use of the Software as well as the results obtained with the Software is with LICENSEE. Further, it is LICENSEE's responsibility to take the necessary steps for the protection of its data.

The warranty as stated in this provision is personal to LICENSEE and no third party that uses the results obtained by LICENSEE with Software may benefit from such warranty. Consequently, 4D shall not be responsible to any third party, for the use of any 4D Application. LICENSEE shall indemnify 4D from any claim by a third party related to such 4D Application.

In any case 4D's liability shall not exceed the amount of money paid by LICENSEE for the concerned license of use.

Neither 4D nor anyone else who has been involved in the design, the production, or the distribution of the Software will be liable for any incidental, consequential, direct or indirect damages caused to LICENSEE, any user or third party, even in case of negligence, including but not limited, to the interruption of the good order work of the Software, the loss of profits, loss of data or any other financial loss arising from the use of the Software or inability to use it even if 4D has been notified of the possibility of such damages.

The foregoing does not affect or prejudice LICENSEE's statutory rights.

The Software is provided for evaluation purposes only and "as is", without any express or implied warranty.

4D does not provide any warranty for the use, the functionality and the performances of the Software. It doesn't certify either that the Software is free from bugs and/or errors. More specifically, 4D does not warrant that the functions included in the Software will meet LICENSEE's requirements or that the operation will be uninterrupted.

The entire risk as to the choice of the use of the Software is with LICENSEE.

Further, it is LICENSEE's responsibility to take the necessary steps for the protection of its data.

4D will never be liable for any financial, commercial or other damages caused to LICENSEE directly or indirectly by the use or the functioning of the Software, even if 4D has been notified of the possibility of such damages.

The Software is an original creation protected by French copyright law and international treaty provisions.

Trademarks (logos, trade names and domain names) quoted in the Agreement, on or in the Software are the property of their respective owners.

LICENSEE shall not change the legal notices relating to copyright and other intellectual and industrial property privileges on or in the Software.

Any reproduction whether whole or partial of the Software is only allowed on the absolute condition that it contains all the legal specifications of the Software property.

The structure and organization of the Software are valuable trade secrets and confidential information of 4D and/or its suppliers. LICENSEE shall not disclose such trade secrets.

The obligation of non-disclosure shall remain in force five (5) years after the termination of this Agreement.

LICENSEE expressly agrees that 4D has the right to publicly announce the 4D/LICENSEE relationship.

Unless early termination, the license of use granted under this Agreement is allowed for a length of time equal to the legal time protection of the Software.

In case of early termination for any reason and except as expressly otherwise stated in this Agreement, LICENSEE agrees that the fees paid for the corresponding license are not refundable and that such termination shall not relieve LICENSEE from paying any amount due at the date of the termination pursuant to this Agreement.

The LICENSEE may terminate a license at any time without cause by registered letter. This termination shall not relieve the LICENSEE from its liability arising before the termination date.

4D may terminate the Agreement at any time and without prior written notice in the event of any breach of the Agreement by the LICENSEE.

The termination of the Agreement does not prevent 4D from claiming any further damages.

Upon termination for any reason, such termination shall relieve 4D from any of its obligations related to the Agreement, notably the maintenance and support services. The LICENSEE shall stop using the Software, destroy or return the Software and the Documentation and any copy made whether partial or whole, and return the serial number to 4D.

The LICENSEE shall certify by means of a written document duly signed by a legal representative that the provisions of the present article have been respected within a time limit of five (5) days from the date of termination.

This Evaluation License is allowed for a length of time corresponding to the creation of fifty (50) records, as defined in the Documentation.

Any of the parties may terminate this evaluation license at any time without cause upon written notice.

If LICENSEE fails to comply with any provision of this Agreement, the termination does not prevent 4D from claiming any further damages.

Upon termination for any reason, LICENSEE shall stop using the Software, destroy or return it, and any copy made whether partial or whole, to 4D.

LICENSEE shall certify by means of a written document duly signed by a legal representative that the provisions of the present article have been respected within a time limit of five (5) days from the date of termination.

The LICENSEE permits 4D to perform either itself or by any representative any audit or control in order to verify that the LICENSEE complies with all provisions of this Agreement.

It is LICENSEE's responsibility to comply with any applicable EU, French and export control laws and regulations. LICENSEE shall not directly or indirectly transfer the Software to any country to which such transfer would be prohibited by any applicable export control laws or would be subject to an export license or any administrative authorization, without having obtain first, such license or authorization. Further, LICENSEE warrants that LICENSEE is not a national or a resident of a country to which exporting the Software is not allowed by virtue of any Export laws or regulations.

No change or modification to this Agreement will be valid unless it is in writing, and is signed by LICENSEE and an authorized officer of 4D.

If any provision of this Agreement is held to be unenforceable upon a definite legal or reglementary provision or a statutory or judicial determination, the remainder of this Agreement shall continue in full force and effect.

The waiver by 4D of one breach or default hereunder does not constitute the waiver of any subsequent breach or default.

This Agreement constitutes the entire agreement between 4D and LICENSEE relating to the Software and supersedes any prior purchase order, communications, advertising or representations concerning the Software.

A printed version of this Agreement under electronic form and any warning notice delivered under electronic form by 4D, shall be accepted in the course of any legal proceedings regarding the execution of this Agreement.

The relationship between 4D and the LICENSEE is that of LICENSOR/LICENSEE. In all matters relating to the present Agreement, the LICENSEE will act as an independent party.

This Agreement will be governed by French law and any dispute, controversy or claim arising out of or related to this Agreement shall be settled by adjudication before the Commercial Court of Nanterre.

THE LICENSEE ACKNOWLEDGES TO HAVE READ, UNDERSTOOD AND AGREED TO BE BOUND BY THE TERMS AND CONDITIONS OF THE AGREEMENT PRINTED ABOVE.

Should LICENSEE have any questions concerning this Agreement or wish to request any information from 4D, please contact 4D (33) (0)1 40 87 92 00 (e-mail: info@4d.fr) or the local 4D subsidiary serving your country.

* Notice to United States Government end-users:

Use, duplication or disclosure by the US Government is subject to restrictions stated in paragraph (c) (1) (ii) of the Rights in Technical Data and Computer Software clause at 252.227-7013.

All 4D product names are registered trademarks of 4D SA.

All other trade names and trademarks are trademarks or registered trademarks of their respective holders.