DAPTOOLS LIBRARY LICENSE AGREEMENT DAPTOOLS DAPTOOLS is an on-line database accessible through CompuSERVE and through the DAP Internet site located at DAP.SVO.COM (192.195.29.5), which IBM is making available to members of the IBM Personal Software Products Developer Assistance Programs (DAP). DAPTOOLS is intended to facilitate the development of application programs for use with IBM Personal Software Products operating system platforms including (but not limited to) OS/2 and PC DOS. DAPTOOLS includes the following categories of materials (DAPTOOLS Materials) which you may electronically download to your workstation and use as described in this agreement. DAPTOOLS Materials are files identified with the descriptive legend "DAPTOOLS LIBRARY Restricted Software." These specific materials are listed in the DAPTOOLS file section of CompuSERVE and at the DAP Internet site DAP.SVO.COM (192.195.29.5) in the DAPTOOLS.300 disk directory. Development Tools. These are IBM development-level programs and associated documentation which may be useful in developing application programs for IBM OS/2 and other Personal Software Products operating platforms. IBM has not tested, debugged or documented these programs to the same extent as programs which IBM makes generally available. IBM cannot assure that the Development Tools are complete or useable enough to be suitable for your intended use. Demo Programs. These are sample versions of non-IBM application development programs that are commercially marketed by other companies for use with IBM OS/2 and/or other IBM Personal Software Products operating platforms. The vendors of the Demo Programs have agreed to make the Demo Programs available for your evaluation through DAPTOOLS. IBM does not endorse or guarantee these products. You should contact the vendor directly for information about the products and their availability and pricing. Sample Source Programs. These are machine readable sample programs in source languages illustrating programming techniques for developing OS/2 and/or other IBM Personal Software Products application programs. IBM has not tested, debugged or documented these programs to the same extent as programs which IBM makes generally available. IBM cannot assure that the Development Tools are complete or useable enough to be suitable for your intended use. Access to DAPTOOLS and use of DAPTOOLS Materials You are authorized to use DAPTOOLS only as described herein. This Agreement defines the terms and conditions which you may access the DAPTOOLS library. Each program has a specific license which governs the use of the program, which must be accepted prior to downloading the program. You agree to comply with the instructions provided by IBM for access to DAPTOOLS, and you will ensure that any of your company's employees who access DAPTOOLS or DAPTOOLS Materials will also comply. You are responsible for providing the appropriate workstation hardware, operating system, other software, modem, and telephone line needed to access DAPTOOLS on CompuSERVE or via the Internet. You also are responsible for paying any telephone charges and host connect charges necessary to connect and communicate with the CompuSERVE node or the DAP Internet site. IBM may provide limited technical support if you have questions about the DAPTOOLS Materials. You remain responsible for the design of your application programs and your results in developing and/or marketing them. You will use the Development Tools and Sample Source Programs solely for the purpose of developing, testing or assessing the feasibility of developing application program(s) for IBM Personal Software Products operating system platforms. You will use the Demo Programs solely for the purpose of evaluation and demonstration within your company. IBM retains ownership of the DAPTOOLS Materials, including any copies. You obtain no rights other that those granted in this Agreement. For use within your company as authorized by this agreement, you may (a) make a reasonable number of copies of the development tools and Demo Programs, and (b) merge them with other programs or modify them. Each copy must contain the copyright notice in the original. You may not reverse assemble or reverse compile their program code. You may not lend, transfer, sublicense, pledge or assign the Development Tools or Demo Programs or any copies. Any attempt to do so is void. You may copy and distribute the Sample Source Programs in any form without payment to IBM, for the purposes of developing, using, marketing and distributing application programs written to the OS/2 application program interface. Each copy of any portion of the Sample Source Programs or any derivative work, which is distributed outside your company, must include a copyright notice as follows: "(c) Copyright (your company name) (year). All Rights Reserved. Term Either you or IBM may terminate this Agreement at any time upon 20 days' prior written notice. IBM may immediately terminate this Agreement or deny access to DAPTOOLS if IBM believes that you are violating the terms of this Agreement or if you cease being a member of the World Wide Developer Assistance Program. Your authorization to access DAPTOOLS, and your license to use any downloaded copies of the Development Tools and Demo Programs, will end upon expiration or termination of this Agreement. Your license to the downloaded Sample Source Programs will survive unless IBM terminates this Agreement due to a violation of the terms. You agree to return or destroy the DAPTOOLS Materials when your license ends. Disclaimers DAPTOOLS, THE DAPTOOLS MATERIALS, AND ANY RELATED IBM TECHNICAL SUPPORT ARE PROVIDED "AS IS" WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES. IN NO EVENT WILL IBM BE LIABLE FOR ANY DAMAGES, INCLUDING BUT NOT LIMITED TO ANY LOST PROFITS, LOST SAVINGS OR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY YOU BASED ON A THIRD PARTY CLAIM. IBM does not want to receive and you agree not to disclosed to IBM any information that is confidential or proprietary to you or others. IBM is free to use and disclose any information you provide, notwithstanding any legends to the contrary. General This Agreement does not authorize you to use the names or trademarks of IBM or any other company for any publicity or marketing activities. Neither you nor IBM has any obligation to purchase anything under this Agreement. No agency, partnership, joint venture or other joint relationship is created by this Agreement. IBM may enter into the same or similar agreements with others. In the case of any conflict between the terms of this Agreement or any other amendment to it, the terms of this Agreement shall prevail. All other terms of the Agreement or any other Amendment to it shall remain in effect. Any change or addition to this Agreement must be in writing signed by you and IBM. The laws of the State of New York govern this Agreement. You acknowledge that they have read this Agreement and understand it and agree to be bound by its terms and conditions. Further, you agree that this Agreement is the complete and exclusive statement of the agreement between you and IBM relating to this subject. This statement of agreement supersedes all proposals or prior agreements, oral or written, and all other communications between the parties relating to this subject. By downloading DAPTOOLS Materials, identified as "DAPTOOLS LIBRARY Restricted Software," you hereby agree to the above terms and conditions.