This license supercedes all previous Delphi 8 licenses and removes some deployment restrictions in the original license. Please see the modified paragraph 3.6, and new paragraphs 3.6.1, 3.6.2, 3.6.3, 3.6.4 for additional information.
The license is listed below:
BORLAND SOFTWARE CORPORATION LICENSE TERMS
BORLAND(R) DELPHI 8 FOR THE MICROSOFT .NET FRAMEWORK(TM) ARCHITECT v. 1.0
BORLAND(R) DELPHI 8 FOR THE MICROSOFT .NET FRAMEWORK(TM) ARCHITECT TRIAL v. 1.0
BORLAND(R) DELPHI 8 FOR THE MICROSOFT .NET FRAMEWORK(TM) ENTERPRISE v. 1.0
BORLAND(R) DELPHI 8 FOR THE MICROSOFT .NET FRAMEWORK(TM) PROFESSIONAL v. 1.0
NOTICE: THIS BORLAND SOFTWARE PRODUCT (TOGETHER WITH ITS ACCOMPANYING
DOCUMENTATION, THE "PRODUCT") IS THE PROPERTY OF BORLAND SOFTWARE CORPORATION
("BORLAND"). THE PRODUCT IS MADE AVAILABLE TO YOU, THE ORIGINAL PURCHASER,
SUBJECT TO THE FOLLOWING LICENSE AGREEMENT ("LICENSE"). PLEASE READ THIS LICENSE
CAREFULLY BEFORE INSTALLING OR USING THE PRODUCT. A COPY OF THIS LICENSE IS
AVAILABLE FOR YOUR FUTURE REFERENCE IN THE "LICENSE.TXT" FILE PROVIDED WITH THE
PRODUCT.
YOU MAY ACCEPT THIS LICENSE BY SELECTING THE "I ACCEPT THE TERMS IN THE LICENSE
AGREEMENT" OPTION BELOW. YOU MAY REJECT THIS LICENSE, AND TERMINATE THIS
INSTALLATION PROCESS, BY SELECTING THE "I DO NOT ACCEPT THE TERMS IN THE LICENSE
AGREEMENT" OPTION BELOW. IF YOU DO NOT ACCEPT THIS LICENSE, THEN YOU MAY NOT
INSTALL OR USE THE PRODUCT. IN THAT CASE, YOU MAY, WITHIN TEN (10) DAYS AFTER
YOU FIRST RECEIVED THE PRODUCT, RETURN IT TO BORLAND OR YOUR BORLAND AUTHORIZED
RESELLER, ALONG WITH ITS ORIGINAL PACKAGING AND PROOF-OF-PURCHASE, FOR A FULL
REFUND. ANY USE BY YOU OF THIS PRODUCT ALSO CONSTITUTES YOUR ACCEPTANCE OF THESE
TERMS.
Borland is only willing to grant you this License if you obtained the Product
from Borland or a Borland authorized reseller. If you obtained the Product from
any other source you may not install or use the Product.
1. OWNERSHIP. The Product is proprietary to Borland. The Product is licensed,
not sold, to you notwithstanding any reference herein to "purchases." You
acknowledge and agree that: (a) the Product is protected under U.S. copyright
and other laws; (b) Borland and its licensors retain all copyrights and other
intellectual property rights in the Product; (c) there are no implied licenses
under this License, and any rights not expressly granted to you hereunder are
reserved by Borland; (d) you acquire no ownership or other interest (other than
your license rights) in or to the Product; and (e) Borland owns all copies of
the Product, however made. You agree that you will not, at any time, contest
anywhere in the world Borlands ownership of the Product, nor will you challenge
the validity of Borlands rights in the Product. You have no rights hereunder to
use any trademark or service mark belonging to Borland.
2. GRANT OF LICENSE AND SCOPE OF USE.
2.1 Licenses. For each license that you acquire to use the Product, you will be
provided with a License Certificate (a "License Certificate"), which may be
either a certificate, the installation and licensing instructions, your invoice,
or an activation file and which may be provided to you either with the Product
media or separately by Borland or its authorized distributors or resellers. The
License Certificate will contain information specific to the edition of the
Product that you have licensed (Architect, Architect Trial, Enterprise, or
Professional), the type of license under which you may use the Product and the
number of licenses that you have acquired. In order to activate and use the
Product as set forth in this License Agreement, you must follow the instructions
when prompted by the Product. The types of licenses you may acquire are an
Evaluation License and a Named User License, all defined in this Section 2 of
this License Agreement. Unless your License Certificate identifies your
acquisition of another license type, you have acquired a Named User License. For
more information on which license types, if any, should be included with the
Product media you should contact Borland or your Borland authorized distributor
or reseller.
2.2 Evaluation License. The terms of this Section 2.2 are applicable to you only
if you have acquired an Evaluation License for the Trial or Download editions,
as defined below, for the Product directly from Borland or a Borland authorized
distributor or reseller. In order to evaluate the Product, you may install the
Product, as outlined below, on a temporary basis for trial, evaluation, non-
commercial purposes only (the "Evaluation Period"). The Evaluation Period is
limited to the greater of the period of time specified to you by Borland or
thirty (30) days from the date the Product is installed. At the end of the
Evaluation Period your license to use the Product expires. During the Evaluation
Period, Borland grants you the personal, nonexclusive, nontransferable and
limited license to use the Product solely for evaluation purposes. THE PRODUCT
CONTAINS A TIME-OUT FEATURE THAT DISABLES ITS OPERATION AFTER THE EXPIRATION OF
THE EVALUATION PERIOD. APPLICATIONS THAT YOU CREATE DURING THE EVALUATION PERIOD
MAY REQUIRE THE PRODUCT IN ORDER TO RUN. UPON EXPIRATION OF THE EVALUATION
PERIOD, THOSE APPLICATIONS MAY NO LONGER RUN. YOU SHOULD THEREFORE TAKE
PRECAUTIONS TO AVOID ANY LOSS OF DATA THAT MIGHT RESULT. In order to use the
Product after the Evaluation Period, you must obtain from Borland, or its
authorized distributors or resellers a License Certificate outlining the number
and type of grants of a license to use the Product in accordance with the terms
and conditions of this License Agreement. You may not use the Product during the
Evaluation Period for any commercial, business, governmental or institutional
purpose of any kind. At the end of the Evaluation Period, further use of the
Product by you is prohibited without the purchase of a commercial license to
obtain a License Certificate. If you do not purchase a license for the Product
at the end of the Evaluation Period, you hereby agree to permanently remove or
delete the Product from all computer systems, including Servers, as defined
below, and workstations, on which it was installed and destroy any software and
documentation received, and not to reinstall the Product. If you desire to
continue to use the Product following the Evaluation Period, you should contact
Borland or a Borland authorized distributor or reseller to order commercial
licenses to use the Product.
2.3 Named User Grant of License. The terms of this Section 2.3 are applicable to
you only if you have acquired a Named User License, as defined below, for the
Architect, Enterprise, or Professional edition of the Product, directly from
Borland or a Borland authorized distributor or reseller. Subject to the terms
and conditions of this License, Borland grants to you, if you are an individual,
or, if you are an entity, one (1) designated person in your organization ("Named
User") a personal, nonexclusive, nontransferable and limited license to use the
Product solely for your own internal purposes. You may purchase from Borland or
a Borland authorized distributor or reseller additional licenses to permit
multiple Named Users to use the Product (each, a "Named User License"). The
foregoing Named User Licenses shall be for access and use, only by the
equivalent number of Named Users for whom you have paid the applicable license
fees and obtained a License Certificate. The Product may be used exclusively by
the specifically designated Named Users, subject to all the terms and conditions
of this License Agreement. You agree that you will not designate more Named
Users than the number of Named User Licenses that Borland or a Borland
authorized distributor or reseller has expressly granted to you and you will not
allow the Product to be used by any individuals other than the Named Users
designated by you from time to time. You may install the Product on a reasonable
number of machines provided that the Named User is the only individual permitted
to use the Product. Subject to the other terms and conditions of this License,
you may make a reasonable number of copies of the Product to backup devices such
as hard disks, optical media, or tape and one (1) physical CD media backup copy
of the Product solely to replace the original copy provided to you if the
original copy is damaged or destroyed. All rights not specifically granted to
you herein are retained by Borland.
3. GENERAL TERMS THAT APPLY TO COMPILED PROGRAMS AND REDISTRIBUTABLES.
3.1 Redistributables. The Product may include certain files, libraries and/or
source code specifically designated as "redistributables" by Borland in the
accompanying printed or on-line documentation and that are necessary to use
Works created using the Product ("Redistributables"). From time to time, Borland
may designate other files as Redistributables. You should refer to the
documentation, including any "readme" or "deploy" files provided with the
Product, for additional information regarding Redistributables. Subject to the
terms and conditions of this License, you may freely redistribute source code or
compiled code that is entirely your own and does not contain any
Redistributables.
3.2 Licensing of Redistributables. Subject to the terms and conditions of this
License including the restrictions of Section 3.3, Borland grants you the
personal, nonexclusive, nontransferable, and limited license to: (a) make exact
copies of the Redistributables and distribute those copies solely as components
of your Works and solely as required for permitting end users of the Works ("End
Users") to install and execute the Works; (b) install and execute
Redistributables, without modification, on computers that you own or possess
solely for your own internal use; and (c) sublicense to your End Users the
personal, nonexclusive, nontransferable right to install and execute
Redistributables, without modification, solely as components of Works and solely
for such End Users own internal use, subject to End Users compliance with the
restrictions in Section 5 as to Redistributables. The rights granted to you
under this Section 3.2 may not be exercised by others, including co-developers,
regardless of how you might compile, link, or package your Works. These rights
apply only to Redistributables and to no other file, library, source code or
other component or derivative work of the Product. They may be exercised only
with respect to Works created by you using a duly licensed, properly registered
copy of the Product.
3.3 Certain Restrictions. Regardless of any modifications that you make and
regardless of how you might compile, link, or package your Works: (a)except as
provided in Section 3.6, you may not permit your End Users to modify or further
distribute Redistributables or use Redistributables in any program that they
create; (b) you may not use Borland's or any of its suppliers' names, logos, or
trademarks to market your Works, except to state descriptively that your Work
was written using the Product; (c) all copies of the Works you create must bear
a valid copyright notice, either your own or the Borland copyright notice that
appears on the Product, and you may not remove or alter any Borland copyright,
trademark or other proprietary rights notice contained in any portion of the
Redistributables; and (d) you may only distribute Redistributables with Works
that add primary and substantial functionality to the Redistributables and are
not merely a set or subset of any of the Redistributables, and that are created
in accordance with the terms of this License.
3.4 Relationship with End Users. Except as set forth in Section 4, there are no
third party beneficiaries to this License. Consequently, Borland provides no
warranty at all to any person, other than the limited warranty provided to you
the original purchaser of the Product, as set forth herein, and you will be
solely responsible to your End Users (or anyone else who uses or acquires Works)
for support, service, upgrades, or technical or other assistance (including with
respect to any Redistributables included therein), and such persons will have no
right to contact Borland for any services or assistance. You will indemnify,
defend and hold Borland, its licensors, its suppliers and each of their
respective employees, officers, directors and affiliates, harmless from and
against any claims or liabilities arising out of or related to the use,
procurement, reproduction or distribution of your Works by third parties.
3.5 Third Party Software. The Product, including Redistributables, may include
source code, redistributable files, and/or other files provided by a third party
vendor ("Third Party Product"). Since use of Third Party Product might be
subject to license restrictions imposed by the third party vendor, you should
refer to the on-line documentation (if any) provided with Third Party Product
for any license restrictions imposed by the third party vendor. In any event,
any license restrictions imposed by a third party vendor are in addition to, not
in lieu of, the terms and conditions of this License.
3.6 Provisions Applicable to Component Developers. For the purpose of this
Section 3.6, the following terms have the following meanings:
Component means a program module or object, developed by you using the
Product, that is designed to interoperate with other program modules/objects
developed by others using a different development environment.
Component Customer means an individual or entity that procures Components from
you for the purposes of: (i) integrating such Components with program
modules/objects developed using a different development environment; and (ii)
distributing such integrated products to their End Users.
Component Developer means an individual or entity that uses the Product to
develop Components for distribution to Component Customers.
If you are a Component Developer, you may (i) distribute copies of the
Redistributables to your Component Customers, and (ii) grant them the right to
distribute copies of the Redistributables along with both your Components and
their Works to their End Users only if you have first entered into an agreement
with each such Component Customer that conforms to this Section 3.6 and contains
the following provisions (enumerated as appropriate to the context):
3.6.1 Sublicensing of Redistributables. Subject to the terms and conditions
of this section, including the restrictions of Section 3.6.2, [insert Component
Developer name] grants you the personal, nonexclusive, nontransferable, and
limited sublicense to: (a) make exact copies of the Redistributables and
distribute those copies solely in conjunction with your works that embody
components procured from [insert Component Developer name] (Works), solely as
required for permitting end users of the Works ("End Users") to install and
execute the Works; (b) install and execute Redistributables, without
modification, on computers that you own or possess solely for your own internal
development use; and (c) further sublicense to your End Users the personal,
nonexclusive, nontransferable right to install and execute Redistributables,
without modification, solely as components of your Works and solely for such End
Users own internal use, subject to End Users compliance with the restrictions
in Section 3.6.4 as to Redistributables.
3.6.2 Certain Restrictions. Regardless of any modifications that you make and
regardless of how you might compile, link, or package your Works: (a) you may
not permit your End Users to modify or further distribute Redistributables or
use Redistributables in any program that they create; (b) you may not use
Borland's or any of its suppliers' names, logos, or trademarks to market your
Works, except to state descriptively that your Work was written using the
Product; (c) all copies of the Works you create must bear a valid copyright
notice, either your own or the Borland copyright notice that appears on the
Product, and you may not remove or alter any Borland copyright, trademark or
other proprietary rights notice contained in any portion of the
Redistributables; and (d) you may only distribute Redistributables with Works
that add primary and substantial functionality to the Redistributables and are
not merely a set or subset of any of the Redistributables.
3.6.3 No Warranties. Borland provides no warranty at all to you or to any
other person, You will be solely responsible to your End Users (or anyone else
who uses or acquires Works) for support, service, upgrades, or technical or
other assistance (including with respect to any Redistributables included
therein), and such persons will have no right to contact Borland for any
services or assistance. You will indemnify, defend and hold Borland, its
licensors, its suppliers and each of their respective employees, officers,
directors and affiliates, harmless from and against any claims or liabilities
arising out of or related to the use, procurement, reproduction or distribution
of your Works by third parties.
3.6.4 You may not: (a) modify, adapt, alter, translate, or create derivative
works of the Redistributables; (b) lease, rent or loan the Redistributables to
any third party; (c) sublicense, distribute or otherwise transfer the
Redistributables or any component thereof to any third party except as expressly
authorized in this section; (d) reverse engineer, decompile, disassemble, or
otherwise attempt to derive the source code of the Redistributables; (e) remove,
alter, or obscure any confidentiality or proprietary notices (including
copyright and trademark notices) of Borland or its suppliers on the
Redistributables; (f) allow third parties to access or use the Redistributables
such as in a time-sharing arrangement or use the Redistributables as part of a
service bureau or otherwise for the use or benefit of third parties; (g)
reproduce or use the Redistributables except as expressly authorized under this
section; or (h) disclose or publish performance benchmark results for the
Redistributables. Furthermore, you may not permit your End Users to conduct the
restricted activities limited by items (a) through (e), (g) and (h) above
insofar as they apply to Redistributables, and such End Users sublicense rights
to the Redistributables are conditioned upon compliance with such limitations.
The limitations in this Section apply equally to your use of the
Redistributables, in whole or in part, including any component or
Redistributables.
3.7 Other Rights. Contact Borland for the applicable royalties due and other
licensing terms for all other uses or distribution of the Redistributables.
4. SPECIAL TERMS. The following terms and conditions ("Special Terms") are
specific to certain editions, versions and components of the Product and are in
addition to the provisions of Sections 2 and 3. If any provision of the Special
Terms applicable to the Product conflicts with any other provision of this
License, then the provision of the Special Terms will supercede and control.
4.1 SPECIAL TERMS THAT APPLY TO BORLAND DELPHI 8 FOR THE MICROSOFT .NET
FRAMEWORK ARCHITECT AND BORLAND DELPHI 8 FOR THE MICROSOFT .NET FRAMEWORK
ENTERPRISE
ADDITIONAL LICENSE TERMS FOR INTERBASE The portion of the Product identified as
InterBase is not a Redistributable and is licensed for development purposes
only. This License does not permit you to use the InterBase portion of this
Product for any commercial, business, governmental institutional or other
purpose of any kind, other than development and testing of Works. You must
purchase a separate InterBase deployment license from Borland before deploying
or distributing any Work that uses InterBase.
4.2 ADDITIONAL LICENSE TERMS APPLICABLE TO SOFTWARE LICENSED FOR EDUCATIONAL USE
Subject to the terms and conditions of this License, you may exercise your
rights under this license to use the Product and to create Works solely for your
own personal use in providing or receiving instruction within the limited scope
of guided computer programming and/or software training courses in which you are
a direct and personal participant, either as student or instructor ("Courses").
You may only reproduce, distribute and use Works, in source or object code form,
to other participants of the Courses and then only for educational or training
purposes. You may not use the Products or Works created with the products for
any commercial, business, governmental or institutional purpose of any kind,
except to the extent you are an instructor teaching a Course. All rights not
specifically granted to you herein are retained by Borland.
4.3 ADDITIONAL LICENSE TERMS APPLICABLE TO THIRD PARTY SOFTWARE
Certain components of the Product use or incorporate third- party software
programs and/or libraries ("Third-Party Software") which are loaded (in both
object and source code form) on the Product media. You agree that Borlands
third- party licensors and suppliers are intended third party beneficiaries of
all terms and conditions of this License intended to protect intellectual
property rights in the Product (including the Third-Party Software) and limit
certain uses thereof.
4.4 ADDITIONAL LICENSE TERMS FOR ACCOMPANYING PRODUCTS IN BORLAND DELPHI 8 FOR
THE MICROSOFT .NET FRAMEWORK ARCHITECT, BORLAND DELPHI 8 FOR THE MICROSOFT .NET
FRAMEWORK ENTERPRISE, AND BORLAND DELPHI 8 FOR THE MICROSOFT .NET FRAMEWORK
ENTERPRISE - BORLAND DATA PROVIDER
The Product may contain other Borland and third party products ("Accompanying
Products"), including the Borland Data Provider ("BDP") and its component parts.
Accompanying Products owned by third parties are subject to separate license
terms from the owner of such Accompanying Product which license terms are on the
media containing such Accompanying Products and which may be viewed and accepted
at the time such Accompanying Products are installed.
BORLAND DELPHI 8 FOR THE MICROSOFT .NET FRAMEWORK ARCHITECT AND BORLAND DELPHI 8
FOR THE MICROSOFT .NET FRAMEWORK ENTERPRISE - Subject to the terms and
conditions Of this License, Borland grants to you as the licensed user of the
Product the limited right to use that portion of the Product identified as
"BDP", in executable form only, to access either a local database installed on
the same machine as the Product or on a server for use with the Product.
BORLAND DELPHI 8 FOR THE MICROSOFT .NET FRAMEWORK PROFESSIONAL - Subject to the
terms and conditions of this License, Borland grants to you as the licensed user
of the Product the limited right to use that portion of the Product identified
as "BDP", in executable form only, to access a local database installed on the
same machine as the Works. You may not use that portion of the Product
identified as "BDP" in association with a database located on a different
machine other than the machine on which the Works are installed.
5. LIMITATIONS. You may not: (a) modify, adapt, alter, translate, or create
derivative works of the Product or merge the Product with other software other
than as described in the Products accompanying documentation or as approved of
in writing by Borland; (b) lease, rent or loan the Product to any third party;
(c) sublicense, distribute or otherwise transfer the Product or any component
thereof to any third party except as expressly authorized in this Agreement; (d)
reverse engineer, decompile, disassemble, or otherwise attempt to derive the
source code of the Product; (e) remove, alter, or obscure any confidentiality or
proprietary notices (including copyright and trademark notices) of Borland or
its suppliers on the Product; (f) allow third parties to access or use the
Product such as in a time-sharing arrangement or operate the Product as part of
a service bureau or, except as expressly authorized under Sections 2, 3 or 4,
otherwise for the use or benefit of third parties; (g) reproduce or use the
Product except as expressly authorized under Sections 2, 3 or 4; or (h) disclose
or publish performance benchmark results for the Product. The rights granted
under this License apply only to this Product. You must procure a separate
license to use other Borland software. Furthermore, you may not permit your End
Users to conduct the restricted activities limited by items (a) through (e), (g)
and (h) above insofar as they apply to Redistributables, and such End Users
sublicense rights to the Redistributables are conditioned upon compliance with
such limitations. The limitations in this Section 5 apply equally to your use of
the Product, in whole or in part, including any component or Redistributable.
6. LIMITED WARRANTY AND DISCLAIMER. Borland warrants to you, the original
purchaser and to no other party, that any physical media included with the
Product, as and when provided to you, will be free of physical defects in
materials and workmanship for a period of ninety (90) days after the date that
you initially acquire the Product. Your exclusive remedy and Borland's sole
liability for breach of this warranty is that Borland will replace any defective
media returned to Borland within the ninety (90) day warranty period. This
warranty does not apply to damages resulting from misuse, abuse or neglect. Any
replacement media will be warranted as above for the remainder of the original
warranty period or twenty (20) days from the date we ship it to you, whichever
is longer. EXCEPT FOR THIS EXPRESS LIMITED WARRANTY, THE PRODUCT IS PROVIDED "AS
IS" AND WITHOUT WARRANTY OF ANY KIND. BORLAND HEREBY EXCLUDES AND DISCLAIMS ALL
IMPLIED OR STATUTORY WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, QUALITY, NON-INFRINGEMENT, TITLE, RESULTS,
EFFORTS OR QUIET ENJOYMENT. THERE IS NO WARRANTY THAT THE PRODUCT WILL BE ERROR-
FREE OR WILL FUNCTION WITHOUT INTERRUPTION. YOU ASSUME THE ENTIRE RISK FOR THE
RESULTS OBTAINED USING THE PRODUCT. TO THE EXTENT THAT BORLAND MAY NOT DISCLAIM
ANY WARRANTY AS A MATTER OF APPLICABLE LAW, THE SCOPE AND DURATION OF SUCH
WARRANTY WILL BE THE MINIMUM PERMITTED UNDER SUCH LAW.
SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE
EXCLUSION MAY NOT APPLY TO YOU. THIS LIMITED WARRANTY GIVES YOU SPECIFIC LEGAL
RIGHTS, AND YOU MAY ALSO HAVE OTHER LEGAL RIGHTS, WHICH VARY FROM STATE TO
STATE.
7. SERVICES; UPDATES; PRODUCT CHANGES. Borland is not required under this
License to provide any installation, training or other services to you. Such
services, if available, must be purchased separately. If, pursuant to a separate
support agreement or otherwise, Borland provides you with a new release, error
correction, update, upgrade or other modification to the Product, such
modification will be deemed part of the Product, and subject to the terms of
this License, unless the modification is expressly provided subject to a
separate license agreement. Borland reserves the right at any time not to
release or to discontinue release of any Product and to alter prices, features,
specifications, capabilities, functions, licensing terms, release dates, general
availability or other characteristics of any future releases of the Product.
8. REGISTRATION. You must register the Product with Borland as a condition to
your rights to use the Product. You will be prompted to register the Product at
the time of your installation or first use of the Product, at which time you
will be notified (or directed to online resources explaining) how registration
information provided by you may be used and you will be afforded the opportunity
to opt out of certain uses of such information.
9. CONFIDENTIALITY. You acknowledge that the Product in source code form remains
a confidential trade secret of Borland. You agree to hold this information in
confidence, not disclose it to any person, and not use it for any purpose other
than the use and operation of the Product as permitted under this License.
10. LIMITATION OF LIABILITY. IN NO EVENT WILL BORLAND BE LIABLE TO ANY PARTY FOR
ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES,
INCLUDING ANY LOSS OF PROFIT, REVENUE, BUSINESS OPPORTUNITY OR DATA, ARISING
FROM OR RELATING TO THIS LICENSE OR THE PRODUCT, WHETHER IN CONTRACT, IN TORT OR
OTHERWISE, EVEN IF BORLAND KNEW, SHOULD HAVE KNOWN OR HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES. BORLANDS TOTAL CUMULATIVE LIABILITY ARISING FROM
OR RELATED TO THIS LICENSE OR THE PRODUCT, WHETHER IN CONTRACT, IN TORT OR
OTHERWISE, WILL NOT EXCEED THE FEES ACTUALLY PAID BY YOU UNDER THIS LICENSE.
THIS SECTION 10 WILL APPLY EVEN IF AN EXCLUSIVE REMEDY HEREUNDER HAS FAILED OF
ITS ESSENTIAL PURPOSE.
SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR
CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO
YOU.
11. THIRD PARTY CLAIMS. Borland will defend and settle any suit brought against
you by a third party (not your affiliate) based on a claim that the Product
infringes upon any U.S. copyright and Borland will pay those costs and damages
finally awarded against you in such suit that are specifically attributable to
such claims or those amounts payable by you under a settlement of such suit. The
foregoing obligations are conditioned on you: (a) notifying Borland promptly in
writing of such action; (b) giving Borland sole control of the defense thereof
and any related settlement negotiations; and (c) cooperating and, at Borlands
request and expense, assisting in such defense. If the Product becomes, or in
Borlands opinion is likely to become, the subject of an infringement claim that
Borland is required to defend, then Borland may (at its option and expense)
either: (a) procure for you the right to continue using the Product; (b) replace
or modify the Product so that it becomes non-infringing; or (c) terminate this
License and your rights hereunder to use the Product and refund a pro rata
portion of any license fee you paid under this License, based on a three (3)
year product life. Notwithstanding the foregoing, Borland will have no
obligation under this Section 11 or otherwise with respect to any infringement
claim based upon: (a) any use of the Product not in accordance with this License
or the products accompanying documentation: (b) any use of the Product in
combination with other products, equipment, software, or data not provided by
Borland; (c) any use of any version of the Product other than the most current
version made available to you; or (d) any modification of the Product by any
person other than Borland or its authorized agents ("Excluded Claims"). You will
indemnify Borland against all liability, damages and costs (including reasonable
attorneys fees) resulting from or related to an Excluded Claim. This section 11
states Borlands entire liability and your sole and exclusive remedy for third-
party claims relating to the Product.
12. TERM AND TERMINATION.
12.1 Term. The term of this License will begin as of the date that you receive
the Product and will remain in effect perpetually unless terminated under this
Section 12.
12.2 Termination for Convenience. You may terminate this License for any reason,
or for no reason, by giving Borland five (5) days written notice.
12.3 Termination for Cause. Borland may terminate this License if you breach
your obligations hereunder. Borland will effect such termination by giving you
notice of termination, specifying therein the alleged breach. If your breach is
curable, you will have a grace period of thirty (30) days after such notice is
served to cure the breach described therein. If the breach is cured within the
thirty (30) day grace period, then this License will remain in effect;
otherwise, this License will automatically terminate upon the conclusion of the
thirty (30) day grace period.
12.4 Effect of Termination. Upon the termination of this License for any reason
the following terms shall apply: (a) all rights granted under this License will
immediately terminate and you must stop all use of the Product and any
Redistributables; (b) you must return to Borland or destroy all copies of the
Product provided to or made by you, and will, within ten (10) days after the
effective date of termination, provide Borland with written certification that
all such copies have been returned or destroyed;; and (c) all provisions of this
License with the exception of the licenses granted in Sections 2, 3 and 4, will
survive termination of this License for any reason.
13. GENERAL PROVISIONS.
13.1 Canadian Transactions. If you are subject to Canadian law, you agree to the
following:
The parties hereto have expressly required that the present License and its
Exhibits be drawn up in the English language. / Les parties aux prisentes, ont
expressiment exigi que la prisente Convention et ses Annexes soient ridigies en
langue anglaise.
13.2 Hazardous Uses. The Product is not intended for use, and you may not use or
allow others to use the Product, in connection with any application requiring
fail-safe performance such as the operation of nuclear power facilities, air
traffic control or navigation systems, weapons control systems, life support
systems, or any other system whose failure could lead to injury, death,
environmental damage or mass destruction. You agree that Borland will have no
liability of any nature, and you are solely responsible, for any expense, loss,
injury or damage incurred as a result of such use of the Product.
13.3 Governing Law. This License will be governed by and construed in accordance
with the laws of the United States and the State of California, without giving
effect to any conflicts or choice of laws principles that would require the
application of the laws of a different jurisdiction. The parties expressly
exclude the application of the 1980 United Nations Convention on the
International Sale of Goods (if applicable).
13.4 Entire License; Severability. This License constitutes the entire, final
and exclusive agreement between you and Borland regarding the specific license
transaction described herein. If any provision of this License is held to be
illegal, invalid or unenforceable for any reason, then such provision will be
enforced to the maximum extent permissible and the remainder of the provisions
of this License will remain in full force and effect.
13.5 Assignment. You may not transfer the Software media, assign this License or
assign any of your rights or delegate any of your obligations under this
License, by operation of law or otherwise (including by merger, sale of assets
or consolidation), without Borlands prior written consent. Any attempted
assignment in violation of this Section 13.5 will be void.
13.6 Export Control. You may not directly or indirectly transfer the Product,
including its documentation, to any country if such transfer would be prohibited
by applicable law, including the U.S. Export Administration Act and the
regulations issued thereunder. You agree to the foregoing and you are
representing and warranting that you are not located in, under the control of,
or a national or resident of any such country. You will be solely responsible
for identifying and complying with all laws of any jurisdiction outside of the
United States regarding the import, export or use of Products and technical data
supplied by Borland. You will obtain at your own expense all licenses, permits
or approvals required by any government to use the Product.
13.7 U.S. Government Rights. The Product is a "commercial item" as that term is
defined at 48 C.F.R. 2.101, consisting of "commercial computer software" and
"commercial computer software documentation" as such terms are used in 48 C.F.R.
12.212. Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through
227.7202-4, all U.S. Government end users acquire the Product with only those
rights set forth in this License.
13.8 Waiver and Modifications. All waivers must be in writing. Any waiver or
failure to enforce a provision of this License on one occasion shall not be
deemed a waiver of any other provision or such provision on any other occasion.
This License may only be amended by a written document signed by both parties.
If you would like to alter the type or usage parameters of any license you have
acquired from Borland, you must first contact Borland to obtain written approval
and pricing for any such modifications to your license.
If you have any questions about this License, please contact your Borland
authorized reseller or Borland. If you agree to the terms and conditions of this
License Agreement, please select the "I ACCEPT THE TERMS OF THE LICENSE
AGREEMENT" option below. This will be the legal equivalent of your signature on
a written contract and the terms of this license shall be a legally binding
agreement between you and Borland. You must agree to these terms and conditions
in order to install and use the Product. If you do not agree with these terms
and conditions, you should select the "I DO NOT ACCEPT THE TERMS OF THE LICENSE
AGREEMENT" option below to exit this installation process, as Borland is
unwilling to license the Product to you in such case, and you may return the
Product within ten (10) days after you first received it to Borland or your
Borland authorized reseller, along with its original packaging and proof-of-
purchase, for a full refund.
Borland Software Corporation 100 Enterprise Way Scotts Valley, CA 95066-3249
