CRYSTAL REPORTS FOR BORLAND DELPHI LICENSE AGREEMENT

IMPORTANT-READ CAREFULLY: THIS IS A LEGAL AGREEMENT BETWEEN YOU AND BUSINESS OBJECTS FOR THE BUSINESS OBJECTS SOFTWARE PRODUCT IDENTIFIED ABOVE, WHICH MAY INCLUDE COMPUTER SOFTWARE, ASSOCIATED MEDIA, PRINTED MATERIALS AND ONLINE OR ELECTRONIC DOCUMENTATION (“SOFTWARE”).   BEFORE CONTINUING WITH THE INSTALLATION OF THE SOFTWARE, YOU MUST READ, ACKNOWLEDGE AND ACCEPT THE TERMS AND CONDITIONS OF THE SOFTWARE LICENSE AGREEMENT THAT FOLLOWS (“AGREEMENT”). IF YOU DO NOT ACCEPT THE TERMS AND CONDITIONS OF THE AGREEMENT, YOU MAY RETURN, WITHIN THIRTY (30) DAYS OF PURCHASE, THE SOFTWARE TO THE PLACE YOU OBTAINED IT FOR A FULL REFUND.
1.	GRANT OF LICENSE.   Business Objects grants you a nonexclusive and limited license to use the Software functionality accompanying this license agreement, solely for your internal business purposes and in accordance with the terms and conditions of this License Agreement. The Software is licensed, not sold, to you. 
This Software is bundled with Borland Delphi and is subject to the following OEM license terms: you may use each licensed copy of the Designer Tools only on a Named User basis. The Designer Tools and Runtime Software may only Access data that is used in conjunction with an Application developed within the Borland Delphi environment. Accessing data that is not specifically created or used within the Delphi environment is in violation of this license.
“Business Objects” refers to (a) Business Objects, Inc. or its successor if you acquired the Software in the United States; (b) Business Objects Corporation or its successor if you acquired the Software in Canada; and (c) Business Objects (Ireland) Limited or its successor if you acquired the Software outside the United States and Canada.
2.	INSTALLATION AND USE. You may install and use the Software only in the configuration and for the number of licenses ordered by you. You may also install the Software as is reasonably necessary for disaster recovery, emergency restart and backup, including, but not limited to making copies for such purposes for use at one or more disaster recovery sites. In order to exercise your rights to the Software under this License Agreement you must activate your copy of the Software in the manner described during the launch sequence.  Business Objects may control the number and type of licenses and the use of the Software by key codes.
3.	LICENSE TYPES.
3.1	Named User License for Designer Tools.  The Crystal Reports report design application and utilities installed by the Crystal Reports setup program (“Designer Tools”) are licensed to you as Named User Licenses.  Each individual user must be specifically identified as the sole holder of a Named User License.  The sharing of licenses is expressly prohibited and is a material breach of this Agreement.  A Named User License may not be transferred from one individual to another unless the original end user no longer requires, and is no longer permitted, Access to the Software.  A Named User may install and use the Software on more than one computer provided that the Named User is the exclusive user of the Software on all computers.
4.	USE, DEPLOYMENT AND DISTRIBUTION OF RUNTIME SOFTWARE.
4.1	Definitions
4.1.1.	“Access” means to connect to the Runtime Software either directly or indirectly through any middle tier Application(s). 
4.1.2.	“Client Application” means an application developed by you that a) utilizes the Runtime Software, b) is installed fully on an end user’s machine, with all report processing local to that machine, and c) adds significant and primary functionality to the Runtime Software.  
4.1.3.	“Deployment” or “Deploy” means installing into production Client Applications and/or Server Applications on one or more computers within your company or organization only in connection with your internal business purposes. 
4.1.4.	“Distribution” or “Distribute” means selling, leasing, licensing or redistributing Client Applications and/or Server Applications to third party end users external to your company or organization. 
4.1.5.	“Processor” means a single physical central processing unit or CPU.
4.1.6.	“Project” means one or more Server Applications (a) providing the same or substantially similar reports; (b) utilizing the same or a substantially similar custom Application interface; or (c) consisting of related modules or components. 
4.1.7.	“Runtime Software” means the version specific files and application program interfaces (APIs) specified in the RUNTIME.TXT file provided with the Software.
4.1.8.	“Server Application” means an application developed by you that a) utilizes the Runtime Software, b) allows more than one user to Access the Runtime Software either directly or indirectly through any middle tier application(s), and c) adds significant and primary functionality to the Runtime Software.  A Client Application installed in a Windows Terminal Server environment (e.g. Citrix or Microsoft Remote Desktop Platform) is a Server Application.
4.1.9.	“Applications” refers to either Client Applications or Server Applications.
4.2	Use of the Runtime Software.  You may install and use a single copy of the Runtime Software to develop Client Applications and Server Applications.  The Distribution and Deployment terms and conditions differ based on the type of Applications you develop, as described in the following sections.
4.3	Deployment of Client Applications.  Business Objects grants you a personal, nonexclusive, limited license to Deploy and reproduce Client Applications to end users, if you comply with all of the terms of this license agreement, including section 4.6.  
4.4	Deployment of Server Applications.  You may Deploy multiple Server Applications within your organization provided that each Server Application or Project may Access the Runtime Software on only one Processor.  Under no circumstances may you allow a Server Application or Project to Access the Runtime Software on more than one Processor by combining additional Software licenses, other Business Objects products that include the Runtime Software, promotional offers of any kind, or by any other means, unless you acquire additional Processor licenses for additional Runtime Software scalability.  If you have acquired additional Processor licenses, the Runtime Software may be installed and executed upon the number of Processors licensed.
4.5	Distribution of Applications.  This Agreement does not in itself give you any right to Distribute Applications to third parties.  If you want to Distribute Applications to third parties, you must obtain a license from Business Objects to do so.  Additional information is available at http://www.businessobjects.com/products/reporting/crystalreports/licensing/previousversions.asp.  If you obtain a license from Business Objects to Distribute Applications to third parties, you may reproduce and Distribute copies of Applications to end users of Applications so long as you comply with such license and all of the terms of this license agreement, including section 4.6. 
4.6	Runtime Software Distribution Requirements.  If you Distribute the Runtime Software to third parties pursuant to sections 4.2 or 4.4, you agree to comply with the following requirements:
4.6.1.	You Distribute copies of the Runtime Software solely as a part of an Application that adds specific and primary functionality to the Runtime Software;
4.6.2.	You remain solely responsible for support, service, upgrades, and technical or other assistance, required or requested by anyone receiving such Runtime Software copies or sample Applications;
4.6.3.	You do not use the name, logo, or trademark of Business Objects, or the Software, without written permission from Business Objects;
4.6.4.	You will defend, indemnify and hold Business Objects harmless against any claims or liabilities arising out of the use, reproduction or Distribution of Runtime Software;
4.6.5.	You shall secure the end user’s consent to terms substantially similar to the following:  
End User agrees not to alter, disassemble, decompile, translate, adapt or reverse-engineer the Runtime Software or the report file (.RPT) format;
End User agrees not to Distribute the Runtime Software with any general-purpose report writing, data analysis or report delivery product or any other product that performs the same or similar functions as Business Objects’ product offerings;
End User agrees not to use the Runtime Software to create for Distribution a product that is generally competitive with Business Objects product offerings;
End User agrees not to use the Runtime Software to create for Distribution a product that converts the report file (.RPT) format to an alternative report file format used by any general-purpose report writing, data analysis or report delivery product that is not the property of Business Objects;
End User agrees not to use the Software on a rental or timesharing basis or to operate a service bureau facility for the benefit of third-parties;
Business Objects and its suppliers DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT OF THIRD PARTY RIGHTS.  Business Objects AND ITS SUPPLIERS SHALL HAVE NO LIABILITY WHATSOEVER UNDER THIS AGREEMENT OR IN CONNECTION WITH THE SOFTWARE. 
5.	OWNERSHIP.  Business Objects and/or its suppliers retain all right, title and interest in and to the Software and all copies at all times, regardless of the form or media in or on which the original or other copies may subsequently exist.  You neither own nor hereby acquire any claim or right of ownership to the Software or to any related patents, copyrights, trademarks or other intellectual property.  You agree to use reasonable efforts to prevent and protect the contents of the Software from unauthorized disclosure or use.  Business Objects and/or its suppliers reserve all rights not expressly granted to you.  Business Objects’ suppliers are the intended third party beneficiaries of this License Agreement and have the express right to rely upon and directly enforce the terms set forth herein.  
6.	COPYRIGHT. The Software is copyrighted by Business Objects and/or its suppliers and is protected by United States copyright and patent laws and international treaty provisions.  You may not copy the Software except:  (a) to provide a backup copy; or (b) to install the Software components licensed by you, as set forth in Sections 2, 3 and 4, on to computers as part of executing the Software.  Solely with respect to the documentation included with the Software, you may make a reasonable number of copies (either in hardcopy or electronic form), provided that such copies shall be used only by licensed end users in conjunction with their use of the Software and are not republished or Distributed to any third party.  You must reproduce and include all copyright notices, trademarks or other proprietary legends of Business Objects and its suppliers on any copy of the Software or documentation made by you.  Any and all other copies of the Software made by you are in violation of this License Agreement. 
7.	RESTRICTIONS.  Except as expressly permitted by this License Agreement: (a) you may Access the Software only in connection with the processing and Distribution to your employees, customers and business partners of: (i) your data, and (ii) any third-party data you have a right to process and Distribute; (b) you shall not use the Software on a timesharing basis or to operate a service bureau facility or provide hosted services for the benefit of third-parties; (c) you shall not modify or translate the Software except as necessary to configure the Software using the menus, options and tools provided for such purposes and contained in the Software; (d) you shall not in any way reverse engineer, disassemble or decompile the Software or any portion thereof except to the extent and for the express purposes authorized by applicable law notwithstanding this limitation; (e) you shall not sublicense, assign, rent, sell, lease, Distribute or otherwise transfer the Software or any of the rights granted by this License Agreement without the express written permission of Business Objects; (f) you shall not use the Software to develop a product for Distribution that is generally competitive with Business Objects’ product offerings; (g) you shall not use the Software or Runtime Software to develop a product that converts the report file (.RPT) format to an alternative report file format used by any general-purpose report writing, data analysis or report delivery product that is not the property of Business Objects; (h) you shall not alter, disassemble, decompile, translate, adapt, or reverse-engineer the report file (.RPT) format; (i) you shall not use unauthorized keycodes to Access additional Software functionality or performance, (j) you shall not disclose any Software benchmark results to any third party without Business Objects’ prior written approval; and (k) you shall not Distribute the Software or Runtime Software with any general-purpose report writing, data analysis or report delivery product or any other product that performs the same or similar functions as Business Objects product offerings.  If you wish to develop and/or test an interface to the Software or merge the Software with any other software, you shall inform Business Objects and Business Objects, at its option, may provide you with information sufficient to enable interoperability between the Software and such other software or products.
 
8.	LIMITED WARRANTY AND REMEDY.  

	a)	Business Objects warrants to you that:  (i) for a period of ninety (90) days from delivery of the Software, the Software will substantially conform to the functional description set forth in its associated documentation; and (ii) for a period of ninety (90) days from delivery the physical media and physical documentation containing the Software will be free from defects in materials and workmanship.  Any implied warranties on the Software and media are limited to ninety (90) days from delivery, to the extent such warranties cannot be disclaimed under Section 8(c) below.  The above warranties specifically exclude defects resulting from accident, abuse, unauthorized repair, modifications, or enhancements, or misapplication.  Business Objects does not warrant that use of the Software will be uninterrupted or error free.  Delivery of additional copies of, or revisions or upgrades to, the Software, including releases provided under a maintenance program, shall not restart or otherwise affect the warranty period.

	b)	Your exclusive remedy for breach of the above-stated limited warranty shall be, at Business Objects' option, either:  (i) correction or replacement of the Software with product(s) which conform to the above-stated limited warranty; or (ii) return of the price paid for the Software and termination of this License Agreement with respect to those copies not in compliance.  Such remedy shall be provided to you by Business Objects only if you give Business Objects written notice of any breach of the above-stated limited warranty, within ninety (90) days of delivery of the Software.

	c)	EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 8, BUSINESS OBJECTS AND ITS SUPPLIERS AND DISTRIBUTORS MAKE NO WARRANTIES, REPRESENTATIONS, CONDITIONS, OR GUARANTEES OF ANY KIND, EITHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, ORAL OR WRITTEN, WITH RESPECT TO THE SOFTWARE AND ANY SERVICES FURNISHED IN CONNECTION WITH THE SOFTWARE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OR CONDITIONS:  (I) OF MERCHANTABILITY; (II) OF SATISFACTORY OR MERCHANTABLE QUALITY; (III) OF FITNESS FOR A PARTICULAR PURPOSE; (IV) OF NONINFRINGEMENT; OR (V) ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE.  Some states/jurisdictions do not allow the exclusion of implied warranties, so the above exclusion may not apply to you, and you may have other legal rights that vary from state to state or by jurisdiction.
9.	LIMITATION OF LIABILITY.  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, in no event will BUSINESS OBJECTS or its officers, employees, DISTRIBUTORS, SUPPLIERS or aFFILIATES be liable for:  (I) COSTS OF SUBSTITUTE GOODS OR SERVICES; (Ii) special, INDIRECT, incidental or consequential damages OF ANY CHARACTER, WHETHER In an action of contract OR tort, even if BUSINESS OBJECTS has been advised of the possibility of such damages; (iii) any claim against you by any third party; and (iv) any damages, losses or injuries to you, or those claiming through you, in excess of the feeS paid by you for the Software OR SERVICES DIRECTLY CAUSING THE LIABILITY.  THESE LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.  THE FOREGOING ALLOCATION OF RISK IS REFLECTED IN THE FEES CHARGED UNDER THIS LICENSE AGREEMENT.  Some states/jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages, so the above limitation may not apply to you.

10.	MAINTENANCE AND SUPPORT SERVICES. If you purchased maintenance services, Business Objects will provide to you fixes, maintenance releases and major releases to the Software for which you are a then-current paid subscriber of maintenance, together with the relevant documentation updates, that from time to time are implemented and generally made available by Business Objects to maintenance subscribers at no additional charge (the “Maintenance Services”). At Business Objects’ discretion, fixes, maintenance releases and major releases will either be posted on the Business Objects web site or electronic bulletin board for download or will be shipped to the address designated by you.  Business Objects provides Maintenance Services only for the most recent version of the Business Objects product.  If you purchased technical support services, Business Objects will provide technical support services in accordance with its then current technical support policies.

FOR MAINTENANCE AND TECHNICAL SUPPORT SERVICES, BUSINESS OBJECTS DOES NOT MAKE, AND FULLY DISCLAIMS, ANY EXPRESS OR IMPLIED CONDITIONS OR WARRANTIES, INCLUDING BUT NOT LIMITED TO, THE IMPLIED CONDITIONS AND WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. BUSINESS OBJECTS DOES NOT WARRANT THAT ALL ERRORS OR DEFECTS IN THE PRODUCT CAN OR WILL BE CORRECTED UNDER THIS AGREEMENT. 
11.	TERMINATION.  This Agreement is effective until terminated. You may terminate this License Agreement at any time by providing Business Objects with written notice, provided that you have complied with the return and/or destruction policy set forth below. However, you shall receive a refund of your license fee only if this Agreement is terminated in compliance with Section 8 hereof. If you ordered an Evaluation License for the Software that is time disabled, this Agreement will automatically terminate after the Evaluation Period, and you agree not to avoid, or attempt to avoid, any applicable time limitation. This Agreement may be terminated by Business Objects if: (i) you fail to pay the license fees and other charges set forth at the time of your order; or (ii) you fail to comply with any of the terms and conditions set forth in this Agreement and do not remedy such failure within thirty (30) days after receiving notice thereof. Upon any termination of this Agreement, you agree to: (i) immediately cease all use of the Software, including the use and Distribution of any Custom Applications incorporating the Software; and (ii) either return the Software to Business Objects or destroy same, and certify to Business Objects, in writing, that all copies and partial copies thereof have been returned or completely destroyed and are no longer being used. Sections 5, 6, 8(c), 9, 11, 12, 13, 14, and 15 shall survive any termination of this License Agreement. 
12.	AUDIT.  During the term of this Agreement and for three (3) years after termination or expiration, Business Objects may audit, upon reasonable notice to you and at Business Objects’ expense, your books and records to determine your compliance with this Agreement.  In the event any such audit reveals that you have underpaid Business Objects by an amount greater than five percent (5%) of the amounts due Business Objects in the period being audited, or that you have knowingly breached any material obligation hereunder, then, in addition to such other remedies as Business Objects may have, you shall pay or reimburse to Business Objects the cost of the audit.

13.	GENERAL.  Except as otherwise preempted by United States federal law, this Agreement is governed by the laws of the State of California, United States, without reference to conflict of laws provisions or the United Nations 1980 Convention on Contracts for the International Sale of Goods and any amendments thereto. If any provision of this Agreement is ruled invalid, such invalidity shall not affect the validity of the remaining portions of this Agreement. This Agreement constitutes the entire agreement between you and Business Objects, and supersedes any prior agreement, whether written or oral, relating to the subject matter of this Agreement. This Agreement may not be modified except by an instrument in writing duly signed by an authorized representative of each of the parties. If you are acquiring the Software on behalf of an entity, you represent and warrant that you have the legal capacity to bind such entity to this Agreement. All terms of any purchase order or other ordering document submitted by you shall be superseded by this License Agreement. In the event you and Business Objects have executed a mutually agreed upon Master Software License Agreement (“MSLA”) and acquired the Software pursuant to such MSLA, the terms of the MSLA shall govern your use of the Software and the terms of this Agreement shall be superseded by the MSLA. The product name for the Software is a trademark or registered trademark of Business Objects. Should you have questions concerning this License Agreement, please contact your local Business Objects sales office or authorized reseller, or write to: Business Objects, Inc., Attn: Contracts Department, 895 Emerson St., Palo Alto, CA 94301.
14.	U.S. GOVERNMENT RESTRICTED RIGHTS.  The Software is a "commercial item," as that term is defined at 48 C.F.R. 2.101 (Oct. 1995), consisting of "commercial computer software" and "commercial computer software documentation," as such terms are used in 48 C.F.R. 12.212 (Sept. 1995).  Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4 (June 1995) (or an equivalent provision, e.g., in supplements of various U.S. government agencies, as applicable), all U.S. Government users acquire the Software with only those rights set forth herein.  Manufacturer is Business Objects, Inc., 895 Emerson St., Palo Alto, CA  94301. 
15.	EXPORT CONTROLS.  You acknowledge that the Software is of U.S. origin.  You agree to comply with all applicable international and national laws that apply to the Software, including the U.S. Export Administration Regulations, as well as end-user, end-use and destination restrictions issued by U.S. and other governments. 
16.	ORDER TERMS. Purchase orders conforming to Business Objects purchase order requirements may be accepted from qualified companies. All pre-printed terms of any purchase order shall have no effect. Payment terms are net-30 days from date of invoice. FOB Business Objects facility.  Business Objects specifically disclaims price guarantees of any kind. You are responsible for payment of all applicable sales, use, consumption, VAT, GST, and other taxes and all applicable export and import fees, custom duties and similar charges, excluding taxes based on Business Objects net income.

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