End User License Agreement

READ THIS END USER LICENSE AGREEMENT ("EULA") BEFORE INSTALLING OR USING THE 
PRODUCT TO WHICH THIS EULA APPLIES. BY ACCEPTING THIS EULA, COMPLETING THE 
REGISTRATION PROCESS, AND/OR INSTALLING OR USING THE PRODUCT, YOU AGREE ON 
BEHALF OF YOURSELF AND YOUR COMPANY (IF APPLICABLE) TO THE TERMS BELOW. IF YOU 
DO NOT AGREE WITH THESE TERMS, OR DO NOT HAVE THE AUTHORITY TO BIND YOUR 
COMPANY, DO NOT INSTALL, REGISTER FOR OR USE THE PRODUCT, AND DESTROY OR RETURN 
ALL COPIES OF THE PRODUCT.  ONCE YOU HAVE DONE THIS, YOU MAY REQUEST FROM THE 
POINT OF PURCHASE A FULL REFUND OF THE LICENSE FEES, IF ANY, PAID FOR THE 
PRODUCT (OR, IF THE PRODUCT IS PROVIDED TO YOU AS A HOSTED SERVICE, A REFUND OF 
THE PREPAID SERVICE FEES FOR THE REMAINDER OF THE SUBSCRIPTION PERIOD OF THE 
PRODUCT). SUCH REQUEST MUST BE COMPLETED WITHIN THIRTY (30) DAYS OF DELIVERY OF 
THE PRODUCT TO YOU. UNLESS OTHERWISE SPECIFIED IN THIS EULA, PROGRESS SOFTWARE 
CORPORATION IS THE LICENSOR OF THE PRODUCT. THE LICENSOR MAY BE REFERRED TO 
HEREIN AS "Licensor", "we", "us", or "our". IF YOU ARE AGREEING TO THIS EULA ON 
BEHALF OF YOURSELF IN YOUR INDIVIDUAL CAPACITY, THEN YOU ARE THE LICENSEE AND 
YOU MAY BE REFERRED TO HEREIN AS "Licensee", "you", or "your". IF YOU ARE 
AGREEING TO THIS EULA ON BEHALF OF YOUR COMPANY, THEN YOUR COMPANY IS THE 
LICENSEE AND ANY REFERENCES TO "Licensee", "you", or "your" WILL MEAN YOUR 
COMPANY.

This EULA includes the following sections: 

1. GENERAL TERMS AND CONDITIONS - these terms apply to all Products;

2.A.	TERMS FOR ON-PREMISE PRODUCTS - these terms apply to Products that you 
or Permitted Third Parties install on computers;

2.B.	TERMS FOR HOSTED SERVICES - these terms apply to Products that we host;

3.	PRODUCT FAMILY SPECIFIC TERMS - these terms apply to all Products that 
are part of the family of Products referenced in this section; and  

4.	PRODUCT SPECIFIC TERMS - these terms apply to specific Products 
referenced in this section.



1. GENERAL TERMS AND CONDITIONS
1.1. Definitions.
1.1.1. "Affiliate" means any legal entity that directly or indirectly controls, 
is controlled by, or is under common control with you or us. For the purposes 
of this definition, "control" means ownership, directly or indirectly, of more 
than fifty percent (50%) of the voting shares or other equity interest in an 
entity.
1.1.2. "Applicable Laws" means national, federal, state, and local laws, rules, 
and regulations including, without limitation, those laws and regulations 
relating to data privacy and security in each applicable jurisdiction.
1.1.3. "Authorized Reseller" means a third party who is not our Affiliate and 
who is authorized by us or our Affiliate to resell the Product.
1.1.4. "Authorized User" means you, your employee or a third-party consultant 
or agent that you authorize to use the Product for your benefit in accordance 
with section 1.2.3 (Third Party Use).
1.1.5. "Documentation" means any technical instructions or materials describing 
the operation of the Product made available to you (electronically or 
otherwise) by us for use with the Product, expressly excluding any user blogs, 
reviews or forums.
1.1.6. "Hosted Services" means computer software program(s), content and 
related services provided by us on a software-as-a-service basis through 
computers we or our Affiliates or our respective contractors (including cloud 
infrastructure suppliers) control.
1.1.7. "Intellectual Property Rights" means any and all current and future (a) 
rights associated with works of authorship, including copyrights, mask work 
rights, and moral rights; (b) trademark or service mark rights; (c) trade 
secret rights; (d) patents, patent rights, and industrial property rights; (e) 
layout design rights, design rights, and other proprietary rights of every kind 
and nature other than trademarks, service marks, trade dress, and similar 
rights; and (f) registrations, applications, renewals, extensions, or reissues 
of any of (a) to (e) , in each case, in any jurisdiction throughout the world. 
1.1.8. "On-Premise Product(s)" means computer software program(s) provided to 
you to download, install and use on computer(s) controlled directly or 
indirectly by you. 
1.1.9. "Order" means a written or electronic order document entered into 
between you and us (or our Affiliate or an Authorized Reseller) for the 
Product.  Unless an Order says something different, each Order will be governed 
by the terms of this EULA and include the name of the Product being licensed 
and any usage limitations, applicable fees, and any other details related to 
the transaction.
1.1.10. "Our Technology" means any software, code, tools, libraries, scripts, 
application programming interfaces, templates, algorithms, data science recipes 
(including any source code for data science recipes and any modifications to 
such source code), data science workflows, user interfaces, links, proprietary 
methods and systems, know-how, trade secrets, techniques, designs, inventions, 
and other tangible or intangible technical material, information and works of 
authorship underlying or otherwise used to make available the Product, 
including, without limitation, all Intellectual Property Rights therein and 
thereto. 
1.1.11. "Permitted Third Party" has the meaning given in section 1.2.3 (Third 
Party Use). 
1.1.12. "Product" means the On-Premise Product(s) or Hosted Services, as 
applicable, identified in an Order, and any Updates.
1.1.13. "Update" means any update, enhancement, error correction, modification 
or new release to the Product that we make available to you.
1.2. General License Terms, Restrictions and Order of Precedence.
1.2.1. General License Terms.  The Product is licensed, not sold, to you by us 
under the terms of this EULA and the Order. The scope of license granted by us 
to you for the Product is set out in section 3 (Product Family Specific Terms) 
and section 4 (Product Specific Terms).
1.2.2. Authorized Users.  Anything your Authorized Users do or fail to do will 
be considered your act or omission, and you accept full responsibility for any 
such act or omission to the extent you would be liable if it were your act or 
omission.
1.2.3. Third Party Use.  You may allow your agents, contractors and outsourcing 
service providers (each a "Permitted Third Party") to use the Product(s) 
licensed to you hereunder solely for your benefit in accordance with the terms 
of this EULA and you are responsible for any such Permitted Third Party's 
compliance with this EULA in such use. Any breach by any Permitted Third Party 
of the terms of this EULA will be considered your breach.  
1.2.4. Restrictions.  Except as otherwise expressly permitted in this EULA, you 
will not (and will not allow any of your Affiliates or any third party to): 
       (a) copy, modify, adapt, translate, or otherwise create derivative works 
of the Product, Documentation, or any software, services, or other technology 
of third party vendor(s) or hosting provider(s) that we or our Affiliate engage;
       (b) disassemble, decompile or "unlock", decode or otherwise reverse 
translate or engineer, or attempt in any manner to reconstruct or discover the 
source code or underlying structure, ideas, or algorithms of the Product except 
as expressly permitted by law in effect in the jurisdiction in which you are 
located; 
       (c) rent, lease, sell, distribute, pledge, assign, sublicense or 
otherwise transfer or encumber rights to the Product;   
       (d) make the Product available on a timesharing or service bureau basis 
or otherwise allow any third party to use or access the Product;
       (e) remove or modify any proprietary notices, legends, or labels on the 
Product or Documentation; 
       (f) use or access the Product in a manner that: (i) violates any 
Applicable Laws; (ii) violates the rights of any third party; (iii) purports to 
subject us or our Affiliates to any other obligations; (iv) could be 
fraudulent; or (v) is not permitted under this EULA; 
       (g) use the Product to develop, test, support or market products that 
are competitive with and/or provide similar functionality to the Product; or
       (h) permit your Affiliates to access or use the Product unless 
specifically authorized elsewhere in this EULA or the Order.
1.2.5. Limitations on Evaluation or Trial Licenses.  If the Product is licensed 
to you on an evaluation or trial basis, then you may use the Product only for 
such purposes until the earlier of: (a) the end of the evaluation period, if 
any, specified in the Order, this EULA or otherwise communicated by us to you 
at the time of delivery; or (b) the start date of a paid for license to the 
Product; or (c) termination in accordance with the terms of this EULA. You may 
not extend the evaluation period by uninstalling and re-installing the 
Product(s) or by any other means other than our written consent. You must not 
use the Product in a production environment. You will be required to pay for a 
license for the Product at our then applicable license price if you continue to 
use the Product, whether in a production or non-production environment, after 
the evaluation license expires or terminates, and the terms and conditions of 
the EULA in effect at that time will apply to your continued use of the 
Product. A Product licensed to you on an evaluation or trial basis may be 
subject to one or more usage limits specified in section 3 (Product Family 
Specific Terms), section 4 (Product Specific Terms), the Order or otherwise 
communicated at the time of delivery (including posting of such limits at the 
location where you download the Product for evaluation). We may, at our sole 
discretion, decide whether to offer any maintenance and support for the Product 
during the evaluation period, and to include any conditions or limits on such 
maintenance and support. You may not circumvent any technical limitations 
included in the Product licensed to you on an evaluation or trial basis.
1.2.6. Redistribution.  If the Order or section 3 (Product Family Specific 
Terms) or section 4 (Product Specific Terms) grants you the express right to 
redistribute or offer access to all or a portion of the Product 
("Redistributables"), then, in conjunction with any such grant, you must comply 
with any limitations or requirements specified in the Order, section 3 (Product 
Family Specific Terms) or section 4 (Product Specific Terms), as applicable, 
and you must distribute or offer access to the Redistributables subject to a 
license agreement or terms of use between you and each third party receiving or 
accessing the Redistributables ("your customer") that: (a) protects our 
interests consistent with the terms contained in this EULA, (b) prohibits your 
customer from any further distribution of the Redistributables (unless 
expressly permitted pursuant to section 3 (Product Family Specific Terms) or 
section 4 (Product Specific Terms)), (c) includes a limitation of damages 
clause that, to the maximum extent permitted by applicable law, disclaims on 
behalf of us, our Affiliates or our or their respective licensors, suppliers or 
Authorized Resellers, liability for any and all damages, whether direct, 
special, incidental or consequential damages, (d) contains terms substantially 
similar to those in subparts (a) through (g) of section 1.2.4 (Restrictions), 
section 1.5.1 (Export Compliance) and section 1.5.2 (U.S. Government 
Customers), and (e) includes a notice substantially similar to section 1.2.7 
(Third Party Notices).  
1.2.7. Third Party Notices.  The Product may contain or be accompanied by 
certain third-party components which are subject to additional restrictions. 
These components, are identified in, and subject to, special license terms and 
conditions which, in the case of On-Premise Product(s), are set out in the 
"readme.txt" file, the "notices.txt" file, or the "Third Party Software" file 
accompanying the Product or portions thereof, and in the case of Hosted 
Services, are set out in the third-party license agreement or notices that 
comes with the third-party component or is otherwise provided on the web page 
on which such third-party component is made available ("Special Notices"). The 
Special Notices include important licensing and warranty information and 
disclaimers. Unless otherwise expressly stated for a given third-party 
component, all such third-party components may be used solely in connection 
with the use of the Product subject to and in accordance with the terms and 
conditions of this EULA and the Special Notices. In the event of conflict 
between the Special Notices and the other portions of this EULA, the Special 
Notices will take precedence (but solely with respect to the third-party 
component(s) to which the Special Notice relates).
1.2.8. Order of Precedence between EULA and Order.  If there is any conflict 
between the terms and conditions in the Order and the terms and conditions of 
this EULA, or if the Order changes any of the terms of this EULA, the terms and 
conditions of the Order will apply, except if the Order is between you and an 
Authorized Reseller, or the Order is issued/generated by you. In the case where 
the Order is between you and an Authorized Reseller, the terms of the Order 
will apply subject to the following:  (a) any terms and conditions in the Order 
imposing obligations on the Authorized Reseller that are in addition to or 
different from the obligations we have to you pursuant to this EULA will be 
born solely by the Authorized Reseller and our obligations to you and limits on 
our liability will be governed solely by the terms and conditions of this EULA 
and (b) any terms and conditions that conflict with or would otherwise alter 
any of the following under this EULA will have no effect unless expressly 
agreed to in a written instrument executed by us: our ownership rights, yours 
and our confidentiality obligations, your export compliance obligations, 
limitations on your rights as a U.S. Government customer (if applicable), our 
audit rights, restrictions on your right to assign, our publicity rights or 
governing law and jurisdiction. In cases where the Order is issued/generated by 
you, the terms and conditions of Section 1.19.2. of this EULA, governing a 
purchase order or other document you supply in connection with this EULA, shall 
apply to such Order.
1.2.9. Order of Precedence within EULA.  If there is any conflict among the 
terms and conditions of this EULA, or if a section changes the terms of another 
section within this EULA, the order of precedence will be as follows: first, 
section 4 (Product Specific Terms) (if any); second, section 3 (Product Family 
Specific Terms) (if any); third, section 2.A (Terms for On-Premise Products) 
and/or section 2.B (Terms for Hosted Services), as applicable; and fourth and 
finally, section 1 (General Terms and Conditions).
1.3. License Types.
1.3.1. Overview of License Types.  The license type for the Product will, 
unless otherwise specified in this EULA, be one of the following license types: 
perpetual, term or subscription.  This will be confirmed in the Order or will 
be the default license type listed in section 3 (Product Family Specific Terms) 
or section 4 (Product Specific Terms).
1.3.2. Perpetual License Type.  Your license to use the Product will continue 
in perpetuity unless earlier terminated in accordance with the terms of this 
EULA. 
1.3.3. Term License Type.  Your license to use the Product will continue until 
the expiration of the term identified in the Order unless earlier terminated in 
accordance with the terms of this EULA. If we continue to make the Product 
generally available to our customers, you may purchase a new term license for 
the Product from us or our Authorized Reseller. 
1.3.4. Subscription License Type. Your license to use the Product will continue 
until the expiration of the subscription period identified in the Order unless 
earlier terminated in accordance with the terms of this EULA. The procedure for 
renewing your license to the Product is set out in section 3 (Product Family 
Specific Terms) or section 4 (Product Specific Terms). If you upgrade your 
subscription to the Product, the upgrade will take effect immediately and you 
will be charged and must pay the applicable fee, and the term of your 
then-current subscription period may be extended, as described at the time you 
upgrade. You may not downgrade a subscription to the Product.
1.4. Our Business Principles.  We will apply the principles set out in our Code 
of Conduct and Business Ethics (published on our website at 
http://investors.progress.com/governance.cfm) in our performance under this 
EULA.
1.5. Export Compliance and U.S. Government Customers.  
1.5.1. Export Compliance.  Export laws and regulations of the United States and 
any other relevant local export laws and regulations apply to the Products. You 
agree that such export control laws, including, without limitation, the U.S. 
Export Administration Act and its associated regulations, govern your use of 
the Product (including technical data), and you agree to comply with all such 
export laws and regulations (including "deemed export" and "deemed re-export" 
regulations). You agree that no data, information and/or Product (or direct 
product thereof) will be exported, directly or indirectly, in violation of 
these laws, or will be used for any purpose prohibited by these laws including, 
without limitation, nuclear, chemical, or biological weapons proliferation, or 
development of missile technology. 
1.5.2. U.S. Government Customers.  If the Product is being acquired by or on 
behalf of the U.S. Government or by a U.S. Government prime contractor or 
subcontractor (at any tier), then the U.S. Government's rights in the Product 
will be only as set out herein. The Product and Documentation are "commercial 
items" as that term is defined at 48 C.F.R. 2.101, consisting of "commercial 
computer software" and "commercial 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 and such Documentation with only those rights set out herein. 
1.6. IP Ownership and Feedback.  
1.6.1. IP Ownership.  The Product, Our Technology, Documentation, and all other 
current or future intellectual property developed by us or our Affiliates, and 
all worldwide Intellectual Property Rights in each of the foregoing and all 
Updates, upgrades, enhancements, new versions, releases, corrections, and other 
modifications thereto and derivative works thereof, are the exclusive property 
of us or our Affiliates or our or their licensors or suppliers. Except for the 
rights and licenses expressly granted herein, all such rights are reserved by 
us and our Affiliates and our or their licensors and suppliers.  All title and 
Intellectual Property Rights in and to the content that may be accessed through 
use of the Product is the property of the respective content owner and may be 
protected by applicable copyright or other intellectual property laws and 
treaties. This EULA grants you no rights to use such content.
1.6.2. Feedback.  If you provide us any ideas, thoughts, criticisms, suggested 
improvements or other feedback related to Our Technology (collectively 
"Feedback") you own the Feedback and you grant to us a worldwide, royalty-free, 
fully paid, perpetual, irrevocable license to use, reproduce, modify, 
translate, distribute, perform, display, import, sell, license, offer for sale, 
make, have made and otherwise exploit the Feedback in any form, media, or 
technology, whether now known or hereafter developed, and to allow others to do 
the same without restriction or obligation of any kind, on account of 
confidential information, intellectual property rights or otherwise, and may 
incorporate into our products or services any service, product, technology, 
enhancement, documentation or other development ("Improvement") incorporating 
or derived from any Feedback with no obligation to license or to make available 
the Improvement to you or any other person or entity. This is true whether you 
provide the Feedback through use of the Product or through any other method of 
communication with us, unless we have entered into a separate agreement with 
you that provides otherwise. 
1.7. Maintenance.  
1.7.1. Our Maintenance and Support Policies.  If we offer and you purchase 
maintenance and support for the Product, then it will be provided in accordance 
with our then current maintenance and support policies for the applicable 
Product in effect at the time of purchase. You may access our maintenance and 
support policies by clicking on the applicable Product family link located at 
https://www.progress.com/support. 
1.7.2. Maintenance and Support for Perpetual or Term License Types.  For 
Perpetual and Term License Types, unless otherwise expressly stated by us in 
the Order, first year annual maintenance and support (if offered by us) is 
required for the Product and starts on the date the Product is delivered. 
Thereafter, you may choose to purchase annual maintenance and support (if 
offered by us). If you do not purchase renewal maintenance and support services 
for a Product, then you will not receive any maintenance and support services 
for that Product and will have no entitlement to any benefits of maintenance 
and support services including, bug fixes, patches, upgrades, enhancements, new 
releases or technical support. If you want to reinstate lapsed maintenance and 
support services on a Product, and we offer reinstatement to our customers, 
then you may re-instate maintenance and support services by paying the 
then-current fee, plus a reinstatement fee for the lapsed maintenance and 
support period in accordance with our maintenance and support reinstatement 
policies then in effect.
1.7.3. Maintenance and Support for Subscription License Type.  If the license 
type for the Product licensed to you is the subscription license type, then 
maintenance and support (if offered by us) is included in the subscription fees 
for each subscription period. 
1.8. Fees and Taxes.  
1.8.1. Payment Terms and Taxes.  All fees payable to us are payable in the 
currency specified in the Order, or if no currency is specified, in United 
States Dollars, are due within 30 days from the invoice date and, except as 
otherwise expressly specified herein, are non-cancellable and non-refundable. 
We may charge you interest at a rate of 1.5% per month (or the highest rate 
permitted by law, if less) on all overdue payments. You agree to pay any sales, 
value-added or other similar taxes imposed by applicable law that we must pay 
on such fees, except those based on our income. Invoices may be issued by our 
Affiliate. If you and we agree that you will pay by credit card, you will 
provide us with valid and updated credit card information and you authorize us 
to store such information and bill such credit card for all fees applicable: 
(a) at the time that you order the Product and (b) at the time of any renewal 
or upgrade. 
1.8.2. Fees for Renewal Subscription Licenses.  If the license type for the 
Product licensed to you is the Subscription License Type then each renewal 
subscription will be calculated at the then-current price offered for the 
Product at the time of renewal. 
1.8.3. Fees for Renewal Maintenance Terms.  If the license type for the Product 
licensed to you is a Perpetual license or Term license, then, unless otherwise 
specified in the Order or in section 3 (Product Family Specific Terms) or 
section 4 (Product-Specific Terms), the fee for an optional annual renewal 
maintenance and support term for the Product will be calculated based on the 
annual rate applicable for the initial maintenance and support term or 
immediately preceding renewal maintenance and support term, whichever is 
applicable, plus a rate increase, if applicable, calculated at the lesser of 
any standard price increase or CPI (or equivalent index) after applying any 
increases as a consequence of our Lifetime Support policy, if applicable.
1.8.4. Orders between You and Our Authorized Reseller.  Notwithstanding the 
above terms of this section 1.8 (Fees and Taxes), if you purchased your license 
to the Product and/or maintenance and support from an Authorized Reseller, then 
the fees will be set out in the Order between you and the Authorized Reseller. 
The Authorized Reseller may be responsible for billing and/or collecting 
payment from you and if so, the billing and collection terms agreed to between 
you and the Authorized Reseller may differ from the terms set out in this 
section 1.8 (Fees and Taxes). 
1.8.5. No Reliance on Future Availability of any Product or Update.  You agree 
that you have not relied on the future availability of any Product or Updates 
in your purchasing decision or in entering into the payment obligations in your 
Order.
1.9. Warranties.
1.9.1. Authority.  Each party represents and warrants that it has the legal 
power and authority to enter into this EULA.
1.9.2. Product Compliance with Documentation.  We warrant to you that, for six 
(6) months from delivery (in the case of an On-Premise Product) or for the 
duration of the license (in the case of a Hosted Service), the Product will 
comply with the applicable Documentation in all material respects. Your 
exclusive remedy, and our sole liability, with respect to any breach of this 
warranty will be for us to use commercially reasonable efforts to promptly 
correct the non-compliance (provided that you notify us in writing within the 
warranty period and allow us a reasonable cure period).  If we, at our 
discretion, reasonably determine that correction is not economically or 
technically feasible, we may terminate your license to the Product and provide 
you a full refund of the fees paid to us with respect to the Product (in the 
case of an On-Premise Product) or a refund of the prepaid fees for the unused 
portion of the license period (in the case of a Hosted Service). Delivery of 
additional copies of, or Updates to, the Product will not restart or otherwise 
affect the warranty period.
1.9.3. Warranty Exclusions.  The warranty specified in section 1.9.2 (Product 
Compliance with Documentation) does not cover any Product provided on an unpaid 
evaluation or trial basis, or defects to the Product due to accident, abuse, 
service, alteration, modification or improper installation or configuration by 
you, your Affiliates, your or their personnel or any third party not engaged by 
us. 
1.9.4. Warranty Disclaimers.  EXCEPT FOR THE WARRANTIES EXPRESSLY STATED IN 
THIS SECTION 1.9 OR THE ADDITIONAL WARRANTIES (IF ANY) EXPRESSLY STATED IN 
SECTION 3 (PRODUCT FAMILY SPECIFIC TERMS) OR SECTION 4 (PRODUCT SPECIFIC 
TERMS), THE PRODUCT, DOCUMENTATION AND OUR TECHNOLOGY  ARE PROVIDED "AS IS", 
WITH ALL FAULTS, AND WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, 
BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR 
PURPOSE, TITLE, NONINFRINGEMENT, AVAILABILITY, ERROR-FREE OR UNINTERRUPTED 
OPERATION, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF 
PERFORMANCE, OR USAGE OF TRADE. TO THE EXTENT THAT WE MAY NOT AS A MATTER OF 
APPLICABLE LAW DISCLAIM ANY IMPLIED WARRANTY, THE SCOPE AND DURATION OF SUCH 
WARRANTY WILL BE THE MINIMUM PERMITTED UNDER APPLICABLE LAW.
1.10. Indemnification.
1.10.1. Our Indemnification Obligation.
       1.10.1.1. Intellectual Property Infringement.  We will defend you, and 
your officers, directors, employees, and agents from and against any and all 
third party claims, lawsuits, and proceedings alleging that your use of the 
Product, in accordance with the terms and conditions of this EULA, constitutes 
a direct infringement or misappropriation of such third party's patent, 
copyright or trade secret rights (the "IP Claim"), and we will indemnify you 
for damages finally awarded against you by a court of competent jurisdiction 
with respect to the IP Claim. 
       1.10.1.2. Exceptions.  We will not indemnify you to the extent that the 
alleged infringement or misappropriation results from (a) use of the Product in 
combination with any other software or item not supplied by us; (b) failure to 
promptly implement an Update provided by us pursuant to 1.10.1.3 (Our Options); 
(c) modification of the Product not made or provided by us; or (d) use of the 
Product in a manner not permitted by this EULA. We also will not indemnify you 
if we notify you of our decision to terminate this EULA, and the license to the 
Product granted hereunder, in accordance with section 1.10.1.3 (Our Options) 
and you have not ceased all use of the Product within thirty (30) days of such 
notification. 
       1.10.1.3. Our Options.  If a final injunction is, or we reasonably 
believe that it could be, obtained against your use of the Product, or if in 
our opinion the Product is likely to become the subject of a successful claim 
of infringement, we may, at our option and expense, (a) replace or modify the 
Product so that it becomes non-infringing (provided that the functionality is 
substantially equivalent), (b) obtain for you a license to continue to use the 
Product, or (c) if neither (a) nor (b) are reasonably practicable, terminate 
this EULA on thirty (30) days' notice and, if the Product was licensed to you 
on a Perpetual License or Term License basis, refund to you the license fee 
paid to us for the Product less an amount for depreciation determined on a 
straight-line five year (or actual term if shorter) depreciation basis with a 
commencement date as of the date of delivery of the Product, or if the Product 
was licensed to you on a Subscription License basis, refund to you the unused 
portion of the fees paid in advance to us for the then-current subscription 
period for the Product. THE INDEMNIFICATION PROVISIONS SET OUT IN THIS SECTION 
1.10.1 STATE OUR ENTIRE LIABILITY AND YOUR SOLE AND EXCLUSIVE REMEDY WITH 
RESPECT TO ANY INFRINGEMENT OR ALLEGED INFRINGEMENT BY US OF ANY INTELLECTUAL 
PROPERTY RIGHTS OR PROPRIETARY RIGHTS IN RESPECT OF THE PRODUCT OR ITS USE.
1.10.2. Your Indemnification Obligation.
       1.10.2.1. Indemnification for Third Party-Claims.  To the extent 
permitted by applicable law, you will defend us and our Affiliates, and our and 
their respective officers, directors, employees, and agents from and against 
any and all third party claims, lawsuits, and proceedings that arise or result 
from (a) your breach of this EULA, (b) your use, distribution and/or licensing 
of the Redistributables, if applicable, except to the extent it arises from an 
IP Claim covered under section 1.10.1 above, or (c) your failure or alleged 
failure to comply with Applicable Laws or any violation of a third party's 
rights in connection with your use of the Product (each a "Third-Party Claim" 
and collectively "Third-Party Claims") and you will indemnify for damages 
finally awarded by a court of competent jurisdiction with respect to any 
Third-Party Claim. 
1.10.3. Control of the Defense or Settlement. For any indemnification 
obligation covered in section 1.10.1,"Indemnifying Party" means us, 
"Indemnified Party" means you, and "Claim" means an IP Claim. For any 
indemnification obligation covered in section 1.10.2, "Indemnifying Party" 
means you, "Indemnified Party" means us, and "Claim" means a Third-Party Claim. 
The Indemnified Party must provide the Indemnifying Party with prompt written 
notice of a Claim; however, the Indemnified Party's failure to provide or delay 
in providing such notice will not relieve the Indemnifying Party of its 
obligations under this section except to the extent the Indemnifying Party is 
prejudiced by the Indemnified Party's failure or delay. The Indemnified Party 
will give the Indemnifying Party full control of the defense and settlement of 
the Claim as long as such settlement does not include a financial obligation on 
or admission of liability by the Indemnified Party. If the Indemnified Party 
does not do so, then the Indemnified Party waives the Indemnifying Party's 
indemnification obligations under section 1.10.1 or 1.10.2, as applicable. The 
Indemnified Party will reasonably cooperate in the defense of the Claim and may 
appear, at its own expense, through counsel reasonably acceptable to the 
Indemnifying Party.
1.11. Confidentiality.  
1.11.1. Confidentiality Obligations.  Except as otherwise provided herein, each 
party agrees to retain in confidence all information and know-how transmitted 
or disclosed to the other that the disclosing party has identified as being 
proprietary and/or confidential or should reasonably  be  understood  to  be  
confidential  given  the  nature  of  the  information  and  the  circumstances 
surrounding its disclosure, and agrees to make no use of such information and 
know-how except under the terms of this EULA. However, neither party will have 
an obligation to maintain the confidentiality of information that (a) it 
received rightfully from a third party without an obligation to maintain such 
information in confidence; (b) was known to the receiving party prior to its 
disclosure by the disclosing party; (c) is or becomes a matter of public 
knowledge through no fault of the receiving party; or (d) is independently 
developed by the receiving party without use of the confidential information of 
the disclosing party. Further, either party may disclose confidential 
information of the other party as required by governmental or judicial order, 
provided such party gives the other party prompt written notice prior to such 
disclosure (unless such prior notice is not permitted by applicable law) and 
complies with any protective order (or equivalent) imposed on such disclosure. 
You will treat any source code for the Product as our confidential information 
and will not disclose, disseminate or distribute such materials to any third 
party without our prior written permission. Each party's obligations under this 
section 1.11 will apply during the term of this EULA and for five (5) years 
following termination of this EULA, provided, however, that (i) obligations 
with respect to source code will survive forever and (ii) trade secrets will be 
maintained as such until they fall into the public domain.
1.11.2. Product Benchmark Results.  You acknowledge that any benchmark results 
pertaining to the Product are our confidential information and may not be 
disclosed or published without our prior written consent. This provision 
applies regardless of whether the benchmark tests are conducted by you or us.
1.11.3. Remedies for Breach of Confidentiality Obligations.  Each party 
acknowledges that in the event of a breach or threat of breach of this section 
1.11, money damages will not be adequate. Therefore, in addition to any other 
legal or equitable remedies, the non-breaching party will be entitled to seek 
injunctive or similar equitable relief against such breach or threat of breach 
without proof of actual injury and without posting of a bond.
1.12. Data Collection and Personal Data.
1.12.1. Data Collection through use of the Product.  THE PRODUCT MAY INCLUDE 
FEATURE(S) THAT (A) GATHER PRODUCT ACTIVATION, USAGE AND/OR ENVIRONMENT 
INFORMATION, (B) IDENTIFY TRENDS AND/OR BUGS, (C) COLLECT USAGE STATISTICS, 
AND/OR (D) TRACK OTHER DATA RELATED TO YOUR USE OF THE PRODUCT, AS FURTHER 
DESCRIBED IN THE CURRENT VERSION OF OUR PRIVACY POLICY AVAILABLE AT 
https://www.progress.com/legal/privacy-policy. BY YOUR ACCEPTANCE OF THE TERMS 
OF THIS EULA AND/OR USE OF THE PRODUCT, YOU AUTHORIZE THE COLLECTION, USE AND 
DISCLOSURE OF THIS DATA FOR THE PURPOSES PROVIDED FOR IN THIS EULA AND/OR THE 
PRIVACY POLICY. 
1.12.2. Additional Data Collection Terms.  Depending on the Product licensed to 
you, this EULA may contain additional data collection terms in section 3 
(Product Family Specific Terms) or section 4 (Product Specific Terms) and/or, 
if we are hosting the Product, in section 2.B (Terms for Hosted Services). 
1.12.3.	Your Personal Data. If you determine that you will be supplying us with 
your Personal Data (as defined in the Data Processing Addendum referenced 
below) for us to process on your behalf, in the provision of maintenance and 
support services or hosting services (if the Product licensed to you is a 
Hosted Service) or during the course of any audits we conduct pursuant to 
section 1.14 (Audit), you may submit a written request at 
privacy@progress.com   for the mutual execution of a Data Processing Addendum 
substantially in the form we make available at 
https://www.progress.com/docs/default-source/progress-software/data-processing-a
ddendum.pdf and we will enter into such Data Processing Addendum with you. To 
the extent there is any conflict between this EULA and such Data Processing 
Addendum, the Data Processing Addendum will prevail with respect to our 
handling and processing of your Personal Data. 
1.13. Limitation of Liability and Disclaimer of Certain Types of Damages.
1.13.1. Limitation of Liability.  EXCEPT FOR A PARTY'S INDEMNIFICATION 
OBLIGATIONS SET OUT IN THIS EULA OR A PARTY'S BREACH OF ITS CONFIDENTIALITY 
OBLIGATIONS PURSUANT TO SECTION 1.11 (CONFIDENTIALITY), OR YOUR MATERIAL 
VIOLATION OF OUR INTELLECTUAL PROPERTY RIGHTS OR OF THE LICENSE RESTRICTIONS 
SET OUT IN THIS EULA, TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT 
WILL EITHER PARTY'S LIABILITY FOR ALL COSTS, DAMAGES, AND EXPENSES ARISING OUT 
OF OR RELATED TO THIS EULA WHETHER BASED UPON WARRANTY, CONTRACT, TORT 
(INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE AT LAW EXCEED, IN THE 
AGGREGATE, THE FEES PAID TO US FOR THE PRODUCT AND/OR SERVICE THAT IS THE 
SUBJECT OF THE CLAIM, PROVIDED, HOWEVER, THAT IF THE FEES PAID FOR SUCH PRODUCT 
AND/OR SERVICE ARE PAID ON A RECURRING BASIS, THEN THE NOT TO EXCEED LIMIT WILL 
BE THE FEES PAID TO US FOR THE PRODUCT AND/OR SERVICE DURING THE TWELVE (12) 
MONTH PERIOD IMMEDIATELY PRECEDING THE DATE THE CLAIM AROSE. OUR AFFILIATES AND 
LICENSORS, AND THE SUPPLIERS TO US, OUR AFFILIATES OR LICENSORS, WILL, TO THE 
EXTENT PERMITTED BY APPLICABLE LAW, HAVE NO LIABILITY TO YOU OR TO ANY OTHER 
PERSON OR ENTITY FOR DAMAGES, DIRECT OR OTHERWISE, ARISING OUT OF THIS EULA, 
INCLUDING, WITHOUT LIMITATION, DAMAGES IN CONNECTION WITH THE PERFORMANCE OR 
OPERATION OF OUR PRODUCTS OR OUR PERFORMANCE OF SERVICES. 
1.13.2	Disclaimer of Certain Types of Damages.  EXCEPT FOR A PARTY'S 
INDEMNIFICATION OBLIGATIONS SET OUT IN THIS EULA OR YOUR MATERIAL VIOLATION OF 
OUR INTELLECTUAL PROPERTY RIGHTS OR THE LICENSE RESTRICTIONS SET OUT IN THIS 
EULA, TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY, 
ITS AFFILIATES OR ITS LICENSORS OR THEIR RESPECTIVE SUPPLIERS BE LIABLE FOR ANY 
SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR TORT DAMAGES ARISING 
IN CONNECTION WITH THIS EULA OR EITHER PARTY'S PERFORMANCE UNDER THIS EULA OR 
THE PERFORMANCE OF OUR PRODUCTS, OR FOR ANY DAMAGES RESULTING FROM LOSS OF USE, 
LOSS OF OPPORTUNITY, LOSS OF DATA, LOSS OF REVENUE, LOSS OF PROFITS, OR LOSS OF 
BUSINESS, EVEN IF THE PARTY, ITS AFFILIATES, ITS LICENSORS, OR ANY OF THEIR 
RESPECTIVE SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES.
1.14. Audit.  We may install and use automated license tracking, management 
and/or enforcement solutions with the Product, which you may not disrupt or 
alter. You will maintain records in connection with this EULA and the use of 
the Product and any Updates and/or services provided hereunder. Such records 
will include at a minimum the number of licenses purchased and being used by 
you. At our expense and with reasonable written notice to you, we or a third 
party appointed by us may audit the records, and if necessary and as 
applicable, the systems on which the Product or any Update is installed for the 
sole purpose of ensuring compliance with the terms of this EULA. We will have 
the right to conduct audits as necessary. These audits may be conducted on 
site at a location where you have installed the Product, remotely from our 
offices, or a combination of both, if applicable to the Product. On-site audits 
will be conducted during regular business hours, and neither on-site nor remote 
audits will interfere unreasonably with your business operations. You agree to 
share with us copies of all records referenced herein, as well as Product log 
files and other information reasonably requested by us promptly following such 
request, but in no event more than five (5) business days following receipt of 
our written request (or such longer period, if applicable, that we specify in 
the written request). We will treat all such information obtained or accessed 
by us during the audit as confidential information pursuant to section 1.11 
(Confidentiality) for use by us only as necessary to ensure compliance with and 
enforcement of the terms of this EULA. If any audit reveals that you have 
underpaid license, maintenance and support or subscription fees, you will be 
invoiced for all such underpaid fees based on our list price in effect at the 
time the audit is completed. If the underpaid fees exceed five percent (5%) of 
the fees previously paid by you, then you will also pay our reasonable costs of 
conducting the audit and enforcement of this EULA.
1.15. Termination. 
1.15.1. Termination for Breach.  We may terminate this EULA by written notice 
at any time if you do not comply with any of your obligations under this EULA 
and fail to cure such failure to our satisfaction within thirty (30) days after 
such notice. This remedy will not be exclusive and will be in addition to any 
other remedies which we may have under this EULA or otherwise. 
1.15.2. Effect of Termination.  Upon expiration of your license term to the 
Product (if applicable) or earlier termination of this EULA, your license to 
access and/or use the Product and/or distribute the Redistributables (if 
applicable) will terminate. You must immediately cease use of the Product and 
destroy all copies of the Product in your possession (and required any 
Permitted Third Parties to do the same). Any licenses you have granted to the 
Redistributables in accordance with the terms and conditions of this EULA will, 
unless otherwise specified in section 3 (Product Family Specific Terms) or 
section 4 (Product Specific Terms), survive termination of this EULA.
1.15.3. Survival.  Any provisions of this EULA containing licensing 
restrictions, warranties and warranty disclaimers, confidentiality obligations, 
limitations of liability and/or indemnity terms, audits rights, and any term of 
this EULA which, by its nature, is intended to survive termination or 
expiration, will remain in effect following any termination or expiration if 
this EULA, as will your obligation to pay any fees accrued and owing to us as 
of termination or expiration.
1.16. Assignment.  You may not, without our prior written consent, assign or 
novate this EULA, any of your rights or obligations under this EULA, or the 
Products or any of our Confidential Information, in whole or in part, by 
operation of law, sale of assets, merger or otherwise, to any other party, 
including any parent, subsidiary or affiliated entity. Your Change of Control 
will constitute an assignment for purposes of the preceding sentence. A 
"Change of Control" will include, but not be limited to, any merger, 
consolidation, amalgamation, reorganization or sale, transfer or exchange of 
the capital stock or equity interests of you in a transaction or series of 
transactions which results in the holders of your capital stock or equity 
interests holding less than 50% of the outstanding capital stock or equity 
interests immediately following such transaction(s). 
1.17. Choice of Law.  This EULA is governed by the laws of the Commonwealth of 
Massachusetts, U.S.A., without regard to the conflict of laws principles 
thereof. If any dispute, controversy, or claim cannot be resolved by a 
good-faith discussion between the parties, then it will be submitted for 
resolution to a state or federal court in Boston, Massachusetts, USA, and the 
parties hereby irrevocably and unconditionally agree to submit to the exclusive 
jurisdiction and venue of such court. The Uniform Computer Information 
Transactions Act and the United Nations Convention on the International Sale of 
Goods will not apply to this EULA.
1.18. Publicity.  You agree that we may, in our sole discretion, publicize your 
use of the Product, and you license to us (and our Affiliates and necessary 
sublicensees) any intellectual property rights required to allow us (and our 
Affiliates and necessary sublicensees) to use your name, trade name(s), 
trademark(s), service mark(s), logo(s) and domain name(s) in connection with 
such publicity.  
1.19. Miscellaneous.
1.19.1. Notices.  Notices of termination, material breach, your insolvency or 
an indemnifiable claim ("Legal Notices") must be clearly identified as Legal 
Notices and sent via overnight courier or certified mail with proof of delivery 
to the following addresses: For us:  14 Oak Park Drive, Bedford, MA 01730, 
Attention: General Counsel. For you: your address set out in the Order. Legal 
Notices sent in accordance with the above will be effective upon the second 
business day after mailing. Either party may change its address for receipt of 
notices upon written notice to the other party.
1.19.2. Entire Agreement.  This EULA, and any terms expressly incorporated 
herein by reference, will constitute the entire agreement between you and us 
with respect to the subject matter of this EULA and supersedes all prior and 
contemporaneous communications, oral or written, signed or unsigned, regarding 
such subject matter. Use of any purchase order or other document you supply in 
connection with this EULA will be for administrative convenience only and all 
terms and conditions stated therein will be void and of no effect. Except as 
otherwise expressly contemplated in this EULA, this EULA may not be modified or 
amended other than in writing signed by you and us.
1.19.3. Severability.  If any provision of this EULA is terminated or held by a 
court of competent jurisdiction to be invalid, illegal, or unenforceable, the 
remainder of this EULA will remain in full force and effect. 
1.19.4. Waiver.  Failure or delay in exercising any right, power, privilege or 
remedy hereunder will not constitute a waiver thereof. A waiver of default 
will not operate as a waiver of any other default or of the same type of 
default on future occasions.
1.19.5. English Language.  This EULA has been drawn up in English at the 
express wish of the parties. Le present contrat a ete redige en anglais a la 
demande expresse des parties.
1.19.6. Force Majeure.  Neither you nor we will be liable for any delay or 
failure to take any action required under this EULA (except for payment) due to 
any cause beyond the reasonable control of you or us, as the case may be, 
including, but not limited to unavailability or shortages of labour, materials, 
or equipment, failure or delay in the delivery of vendors and suppliers and 
delays in transportation.
1.19.7. Our Use of Our Affiliates.  We may, at our discretion, engage one or 
more of our Affiliates in the fulfilment of our obligations, including, our 
obligations for delivery of the Product to you and/or the provision of any 
maintenance and support services.

2.A. TERMS FOR ON-PREMISE PRODUCTS		
2.A.1. Delivery.  Unless otherwise specified by us, On-Premise Product(s) will 
be provided to you via electronic delivery, and delivery is deemed complete 
when the On-Premise Product(s) is/are made available at the electronic software 
download site specified by us and you are e-mailed or otherwise provided with 
any necessary instructions, password and/or license keys required for you to be 
able to access, download and install the On-Premise Product(s). If we provide 
the On-Premise Product(s) on physical media, shipping terms will be FOB 
shipping point.
2.A.2. Updates.  Each Update to an On-Premise Product replaces part or all of 
the On-Premise Product (or earlier Update) previously licensed to you 
("Replaced Product") and will terminate such previously licensed Replaced 
Product to the extent replaced by the Update; provided, however, that you may 
continue to operate the Replaced Product for up to ninety (90) days from 
delivery of the Update to allow you to complete your implementation of the 
Update. You must cease all use of the Replaced Product at the end of the ninety 
(90) day period. Each Update will be subject to the terms and conditions of the 
license agreement accompanying the Update which must be accepted by you at the 
time you download or install the Update. If you do not agree to the license 
agreement accompanying the Update, do not download or install the Update.
2.A.3. Cloud Environment.  You may upload the On-Premise Product(s) licensed to 
you pursuant to this EULA onto a cloud instance supplied by a third party, 
provided that the operation of the On-Premise Product(s) in the cloud instance 
complies with all license model restrictions and usage limitations applicable 
to the On-Premise Product(s).  You may also allow the third party to upload, 
install, operate and/or use the On-Premise Products on the cloud instance, 
provided that the third party's access to and use of the On-Premise Products is 
solely for your benefit in accordance with the terms of this EULA. The third 
party will be considered a Permitted Third Party, and you will be responsible 
for the Permitted Third Party's compliance with this EULA in accordance with 
section 1.2.3 (Third Party Use).

2.B. TERMS FOR HOSTED SERVICES	THIS SECTION IS NOT APPLICABLE

3. PRODUCT FAMILY SPECIFIC TERMS 
This section specifies terms and conditions that are applicable to the 
following On-Premise Products, as made generally available by us to our 
customers: (1) all Progress OpenEdge products (excluding Progress OpenEdge 
Developer Kit), (2) all Progress DataDirect ODBC, JDBC, ADO.NET, SequeLink, 
OpenAccess, Hybrid Data Pipeline and Data Integration products; and (3) all 
Progress Corticon products.  

Default License Type for each of the above-referenced On-Premise Products: 
Perpetual
3.1. Product Family Definitions.
Any defined term used in this section 3 (Product Family Specific Terms) but not 
defined herein will have the meaning ascribed to it in section 1 (General Terms 
and Conditions) or section 2 (Terms for On-Premise Products). 
3.1.1. "Client Device" means any input technology that allows you to access the 
Product, including but not limited to a workstation, a personal computer, a PDA 
device, a cellular phone, a tablet, a laptop or other device that is operated 
by an individual.
3.1.2. "Container" means a software package that relies on virtual isolation to 
deploy and run on the same Server multiple Product instances, components of the 
Product, or the applications utilizing the Product, while accessing a shared 
operating system kernel.
3.1.3. "Core" means a core processor of a CPU as allocated by you made up of an 
independent processor combined onto a single integrated circuit or silicon 
chip, in both a virtualized and/or non-virtualized environment, and regardless 
of whether used in a production or non-production (e.g., test, development) 
environment.
3.1.4. "CPU" means a central processing unit, also known as a processor or 
microprocessor. It can contain multiple cores in both virtualized and/or 
non-virtualized environments.
3.1.5. "Disaster" means any unplanned event or condition that renders you 
unable to use an application or database for its intended computer processing 
and related purposes.
3.1.6. "Named User" means a single individual, Non-Human Operated Device or 
Process.
3.1.7. "Non-Human Operated Device" means a device that is not operated by an 
individual including, but not limited to, a temperature device, a production 
line bar code scanner, or a tracking device.
3.1.8. "Platform" means a specific combination of the hardware and the 
operating system, a change to either would constitute a platform change.
3.1.9. "Process" means any automated process that is not initiated by a Client 
Device or a Non-Human Operated Device and includes, without limitation, 
automated controls and background jobs.
3.1.10. "Server" means a logical computer (can be a physical hardware or a 
virtual machine) with one or more CPUs on which the Product resides, along with 
the applications utilizing the Product, and which can be accessed by other 
computers. If the Product is installed on a Container, such Container is 
treated as a separate Server. 
3.1.11. "Site" means a single building or campus of buildings sharing the same 
postal address. 
3.1.12. "Use Case" means a description in the Order of one or more 
limitation(s) on the way the Product may be used by you. Such limitation(s) may 
include, but are not limited to, use of the Product only for a specific 
project, application, line of business, purpose of use or group of users.
3.2. License Grant.  Subject to the terms and conditions contained in this 
EULA, including all Orders and License Addenda (as defined below), we grant to 
you a non-exclusive, non-transferable, limited, personal license (without the 
right to sublicense) to use the Product identified in the Order. We also grant 
you a non-exclusive, non-transferable, limited, personal license (without the 
right to sublicense) to use the Documentation. The license model applicable to 
the Product license granted to you will be identified in the Order and 
described in section 3.4 (Product Family License Models) or section 4.2 
(Product-Specific License Models). 
3.3. Product Family Applicable License Restrictions. The following license 
restrictions apply in addition to those set forth in section 1.2.3 
(Restrictions):
3.3.1. Internal Use; No Affiliate Use.  Your use of the Product and 
Documentation is limited to internal use within your company. The Product and 
Documentation may not be used by your Affiliates unless specifically authorized 
in the Order. Use will be in accordance with this EULA and any additional 
terms, if any, set out in any Order or additional agreement executed by us and 
you in connection with this EULA which specifically states the terms thereof 
will be in addition to or in lieu of any of the terms set out in this EULA 
(each a "License Addendum" and collectively, the "License Addenda").
3.3.2. No Use by Others. Except as otherwise expressly permitted in this EULA, 
you may not allow the Product to be accessed, used or possessed by another 
party. For these purposes, the term "use" will include, without limitation, 
direct or indirect use via thin-client or web-based remote access software 
which but for the use thereof would have required a copy of the Product to be 
installed or used locally by that user.
3.3.3. No Time Sharing or Similar Services.  You will have no right to use the 
Product to provide outsourced services, or facility management services or to 
act as or operate a service bureau or provide information, data processing, 
subscription or hosting services for another party. 
3.4. Product Family License Models. This section specifies license models that 
may be applicable to one or more Products. Note that not all license models are 
available for all Products. 
3.4.1. CPU License. A CPU License grants you the right to run the Product, or 
an application which can access the Product, on a single CPU, on a single 
Server and on a single Platform, where such CPU contains only one Core. If the 
CPU contains more than one Core, then you must either purchase a Core License 
for the Product or, if no Core License model is available for the Product, then 
each Core in the CPU will count as one (1) CPU. Additional CPU License(s) are 
required for each CPU on a Server that runs the Product, including, without 
limitation, Servers configured for disaster recovery, load balancing, 
clustering, development, testing and reporting. A CPU License may not be 
transferred from one Server or Platform to another.
3.4.2. Named User/Seat License.  A Named User or Seat License grants you the 
right to designate a Named User to access and use the Product or access and use 
an application which can access the Product. You must be able to identify and 
count each Named User. A Named User License is a multi-server license in that 
it is not limited by Core, CPU or Server count, but the Product must be used on 
a single Platform. A Named User may not be designated concurrently on different 
computers or devices or shared by multiple users. A Named User does not have to 
be logged on to the Product to be counted as a Named User. A Named User License 
designation may be transferred from one Named User to another provided that the 
original Named User no longer requires and is no longer permitted access to the 
Product. The foregoing transfer right will not affect the assignment 
prohibition set forth in section 1.16 (No Assignment). All Named Users must be 
bound to the terms and conditions of this EULA.
3.4.3. Server/Machine License.  A Server or Machine License grants you the 
right to install and use the Product, or an application which can access the 
Product, on a single Server and on a single Platform. Additional Server or 
Machine License(s) are required for each Server that runs the Product 
including, without limitation, Servers configured for disaster recovery, load 
balancing, clustering, development, testing and reporting. A Server or Machine 
License may not be transferred from one Server or Platform to another.
3.4.4. Site License.  A Site License grants you the right to install and use 
the Product, or an application which can access the Product, in any Server at a 
single Site and on any device (wherein the device can be a Client Device, a 
Non-Human Operated Device or a Process) operated by users who share the same 
principal place of business as the Site location, regardless of whether the 
Product, or an application which can access the Product is used in a 
virtualized and/or non-virtualized environment.
3.4.5. Application Specific License.  If the Order lists a specific application 
authorized for use with the Product, or if you obtained the Product in 
conjunction with a software application provided by a third party, the Product 
is licensed for use only with that application. Use with any other 
application/product is strictly prohibited. You will also be subject to the 
license terms of the appropriate license model for the Product (e.g., CPU 
License, Core License, Named User/Seat License, etc.) designated in the Order. 
In no event do we make any representations or warranties, express, implied or 
arising by custom or trade usage, regarding a third party's application and 
assume no liability or responsibility for such application.
3.4.6. Developer License.  A Developer License limits your access to and use of 
the Product to internal application development and support purposes only. If 
the license is for components of the Product only, then this right is limited 
to those components. You will also be subject to the license terms of the 
appropriate license model for the Product (e.g., CPU License, Core License, 
Server/Machine License, etc.) designated in the Order. A Developer License may 
not be transferred. 
3.4.7. Disaster Recovery License.  A Disaster Recovery License will only be 
used by you for the sole purpose of application recovery in the event a system 
fails or crashes or the Product or database files become corrupt. In that case, 
a Disaster Recovery License grants you the right to use the Product for a 
period not to exceed ninety (90) days ("D/R Deployment Period"). You will 
notify us in writing within five (5) business days of the commencement of the 
D/R Deployment Period. You will also be subject to the same quantity limits and 
license terms of the appropriate license model for the Product (e.g., CPU 
License, Core License, Server/Machine License, etc.) designated in the Order. A 
Disaster Recovery License may be transferred from one Server or CPU to another 
with prior notice to us so long as such change is permitted by the underlying 
license model. No Disaster Recovery License is required for a switch from a 
primary Server to a secondary Server so long as the primary Server is 
permanently disabled. However, a Disaster Recovery License is required for any 
other temporary reassignment between the primary Server and any other Server. 
The foregoing transfer right will not affect the assignment prohibition set 
forth in section 1.16 (No Assignment).
3.4.8. Evaluation License. An Evaluation License grants you the right to use 
the Product solely for evaluation, demonstration, prototyping, testing and/or 
proof of concept purposes in accordance with the terms set forth in section 
1.2.5 (Limitations on Evaluation or Trial Licenses), and not in conjunction 
with the development or deployment of any software application. No commercial 
product development work is authorized. YOU UNDERSTAND AND ACKNOWLEDGE THAT THE 
PRODUCT LICENSED TO YOU PURSUANT TO AN EVALUATION LICENSE CONTAINS A DISABLING 
DEVICE THAT WILL AUTOMATICALLY DISABLE THE PRODUCT THIRTY (30) DAYS FROM 
INSTALLATION OR AT THE END OF SUCH LONGER OR SHORTER PERIOD OF TIME AS MAY BE 
SPECIFIED IN AN ORDER OR AGREED BY YOU AND US IN WRITING. 
3.4.9. Testing and Staging License.  A Testing and Staging License grants you 
the right to use the Product for internal quality assurance testing purposes 
only and you may not deploy the Product in a production environment. You will 
also be subject to the license terms of the appropriate license model for the 
Product (e.g., CPU License, Core License, Server/Machine License, etc.) 
designated in the Order. A Testing and Staging License may not be transferred.
3.5. General Usage Limitations
3.5.1. Templates, Samples and/or Accelerators.  
       3.5.1.1. No Warranties.  NOTWITHSTANDING ANYTHING TO THE CONTRARY IN 
THIS EULA, INCLUDING WITHOUT LIMITATION ANYTHING TO THE CONTRARY IN SECTION 1.9 
(WARRANTIES), ANY TEMPLATES, SAMPLES OR ACCELERATORS THAT ARE LOCATED IN THE 
PRODUCT AND DESCRIBED IN THE DOCUMENTATION AS A SAMPLE, TEMPLATE OR 
ACCELERATOR, ARE PROVIDED SOLELY ON AN "AS IS" BASIS WITHOUT WARRANTY OF ANY 
KIND. WE MAKE NO WARRANTIESWITH RESPECT TO SUCH TEMPLATES, SAMPLES AND/OR 
ACCELERATORS, EXPRESS, IMPLIED, OR ARISING BY CUSTOM OR TRADE USAGE, AND 
SPECIFICALLY MAKE NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR 
PURPOSE.
       3.5.1.2. No Maintenance and Support.  Any maintenance and support 
services offered by us for the Product will not include maintenance and support 
for the above-mentioned templates, samples or accelerators, as may be 
configured by you for your own implementation. You will be solely responsible 
for the use and configuration of said templates, samples and/or accelerators.
       3.5.1.3. Ownership of Templates, Samples and/or Accelerators.  We retain 
all ownership rights in and to the above-mentioned templates, samples and/or 
accelerators, and any modifications thereto or derivatives thereof, in 
accordance with section 1.6.1 (IP Ownership).
3.5.2. Optional Components.  The Product licensed and delivered to you may 
include on the media or in the electronically delivered files, as applicable, 
components, features or other Products for which a separate license purchase 
and license key(s) or control code(s) are required. You are permitted to use 
only the Product(s) and/or components thereof for which you have ordered and 
received a valid license key or control code. 
3.5.3. Use Case and/or User Group Restrictions.  If the Order indicates that 
the Product may be used for specific Use Case(s) or by specific user group(s), 
the Product may only be used for the Use Case(s) and/or by the user group(s) 
listed in the Order.
3.5.4. Products Available via a Container Method. If we offer a download option 
for the Product in a container image then the Product will be provided in a 
container image that may also contain third party product(s) as identified in 
the Special Notices accompanying the Product, and subject to the additional 
licensing terms referenced in the Special Notices. Notwithstanding anything to 
the contrary in this EULA, we make no representations or warranties and assume 
no indemnification obligations in regard to such third party product(s), 
its/their operation or its/their security. User modifications to the version of 
the third party product(s) provided by us in the container image, even if 
permitted under the applicable license referenced in the Special Notices, may 
result in errors or instability in performance of the Product which are not 
covered by us under warranty or maintenance terms. You are responsible for 
obtaining, at your own expense, any required licenses from the supplier of the 
container technology to deploy the container image that contains the Product 
and the above-referenced third-party products and any such deployment of the 
Product must comply with the terms and conditions of this EULA. 
3.5.5. Technical Preview Features.  Product(s) may include features that are 
identified as a "Technical Preview", and if included, such features are 
documented in the Documentation such as the Product Releases Notes. We are not 
obligated to provide any maintenance, technical or other support for the 
Technical Preview features, but may, from time to time, provide technical 
support and/or Updates to the Technical Preview features at our sole 
discretion. All such Updates will be subject to the terms and conditions of 
this EULA, including, without limitation, the terms and conditions set forth in 
this section. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN IN SECTION 1.9 
(WARRANTIES), TECHNICAL PREVIEW FEATURES, ANY UPDATES THERETO AND ANY RELATED 
TECHNICAL SUPPORT SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. 
WE MAKE NO WARRANTIES WITH RESPECT TO THE TECHNICAL PREVIEW FEATURES, ANY 
UPDATES THERETO, OR ANY RELATED TECHNICAL SUPPORT SERVICES, WHETHER EXPRESS, 
IMPLIED, OR ARISING BY CUSTOM OR TRADE USAGE, AND SPECIFICALLY MAKE NO WARRANTY 
OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, TITLE OR 
NONINFRINGEMENT.
 
4. PRODUCT SPECIFIC TERMS 

This section specifies terms and conditions that are applicable to Products 
included in the Progress DataDirect ODBC, JDBC, ADO.NET, SequeLink, OpenAccess, 
Hybrid Data Pipeline and Data Integration product lines. 
4.1. Product Specific Definitions.  Any defined term used in this section 4 
(Product-Specific Terms) but not defined herein will have the meaning ascribed 
to it in section 1 (General Terms and Conditions), section 2 (Terms for 
On-Premise Products) or section 3 (Product Family Specific Terms).
4.1.1. "Custom Driver" means a data connectivity driver resulting from the use 
of the DataDirect OpenAccess Runtime Components in combination with the User 
Interface Provider.
4.1.2. "Progress OpenAccess Development Product(s)" means Product(s) (in object 
code form) described in the Order as an "OpenAccess SDK" (or similar label or 
identifier) and that consist of a software development toolkit (SDK) that may 
be used to develop a User Interface Provider.
4.1.3. "Progress OpenAccess Runtime Components" means the runtime software 
components (in object code form) that are included in the Progress OpenAccess 
Development Product(s).
4.1.4. "Progress OpenAccess Runtime Product(s)" means the Progress OpenAccess 
Runtime Components (in object code form) specified in the Order that may be 
used in connection with the deployment of the Custom Driver in an internal 
production environment.
4.1.5. "User Interface Provider" means computer program code written by or for 
you that provides the interface between the Progress OpenAccess Runtime 
Components and your data source.
4.2. Product Specific License Models.  This section specifies license models 
that may be applicable to one or more Products in the Progress DataDirect ODBC, 
JDBC, ADO.NET, SequeLink, OpenAccess, Hybrid Data Pipeline and Data Integration 
product lines. Note that not all license models are available for all Products.
4.2.1. Authorized User License.  If the Product is licensed on an Authorized 
User basis, then the Product may be used on a single computing machine which 
may be accessed by the number of Authorized Users specified in the Order. In no 
event shall the number of persons authorized to have access to the Product 
exceed the number of Authorized Users identified in the Order. The right to use 
the Product is not based on concurrent users, but instead on an actual 
"Authorized User" basis. You must, upon request by Progress, identify each 
Authorized User who will have access to the Product and provide that 
information to Progress.
4.2.2. Concurrent User License. If the Product is licensed on a Concurrent User 
basis, then the Product may be installed and used on multiple machines for 
access by multiple users provided that at any given time the maximum number of 
Concurrent Users accessing or using the Product may not exceed the number of 
Concurrent Users identified in the Order. A "Concurrent User" is a single 
individual making use of or accessing the Product under a Concurrent User 
License model and will be deemed a "Concurrent User" at all times while such 
use or access is occurring.
4.2.3. Connection Basis (for DataDirect Connect for ODBC, DataDirect for 
ODBC).  If the Product licensed to you is a Progress DataDirect Product which 
incorporates the term "for ODBC" into the Product name or Product description 
or which is otherwise designated as being "for ODBC", and if the Product is 
licensed on a Connection basis, then a license fee must be paid for both the 
maximum number of simultaneous Connections utilized by the Server and the 
maximum number of CPUs utilized by the Server whether or not such access is 
simultaneous or consecutive. For the purposes of this provision only a 
"Connection" is defined as the driver state after a successful call to 
SQLConnect, SQLDriverConnect, or SQLBrowseConnect and before termination of 
this state, normally through a successful call to SQLDisconnect. Servers 
utilizing dual core processing (or multiple core processing) or other 
multi-processor technology shall have each core processor count as one (1) CPU. 
The Product may only be used by Server-based applications running on that 
Server accessed by other computers and may not be installed via file sharing on 
a local area network file system.
4.2.4. Connection Basis (for DataDirect Connect for JDBC, DataDirect for 
JDBC).  If the Product licensed to you is a Progress DataDirect Product which 
incorporates the term "for JDBC" into the Product name or Product description 
or which is otherwise designated as being "for JDBC", and if the Product is 
licensed on a Connection basis, then a license fee must be paid for both the 
maximum number of simultaneous Connections utilized by the Server and the 
maximum number of CPUs utilized by the Server whether or not such access is 
simultaneous or consecutive. For the purposes of this provision only a 
"Connection" is defined as the driver state after a successful call to the 
DriverManager.getConnection method or the driver's Driver.connect, 
DataSource.getConnection ConnectionPoolDataSource.getPooledConnection, 
XADataSource.getXAConnection, or 
ManagedConnectionFactory.createManagedConnection methods and before termination 
of this state, normally through a successful call to the driver's 
Connection.close, PooledConnection.close or ManagedConnection.destroy methods. 
Servers utilizing dual core processing (or multiple core processing) or other 
multi-processor technology shall have each core processor count as one (1) CPU. 
The Product may only be used by Server-based applications running on that 
Server accessed by other computers and may not be installed via file sharing on 
a local area network file system.
4.2.5. Connection Basis (for DataDirect Connect for ADO.NET only).  If the 
Product is licensed on a Connection basis, then a license fee must be paid for 
both the maximum number of simultaneous Connections utilized by the Server and 
the maximum number of CPUs utilized by the Server whether or not such access is 
simultaneous or consecutive. For the purposes of this provision only a 
"Connection" is defined as the provider state after a successful call to the 
Open method in the System.Data.Common.DbConnection class or the 
DDTek.DB2.DB2Connection class or the DDTek.Oracle.OracleConnection class or the 
DDTek.SQLServer.SQLServerConnection class or the DDTek.Sybase.SybaseConnection 
class and before termination of this state, normally through a successful call 
to the Close method in the System.Data.Common.DbConnection class or the 
DDTek.DB2.DB2Connection class or the DDTek.Oracle.OracleConnection class or the 
DDTek.SQLServer.SQLServerConnection class or the DDTek.Sybase.SybaseConnection 
class. Servers utilizing dual core processing (or multiple core processing) or 
other multi-processor technology shall have each core processor count as one 
(1) CPU. The Product may only be used by Server-based applications running on 
that Server accessed by other computers and may not be installed via file 
sharing on a local area network file system.
4.2.6. Core License.  If the Product is licensed on a Core basis, then you may 
run the Product on a single Core, on a single Server. The total number of Cores 
on the Server may not exceed the total number licensed to you. Additional Core 
License(s) are required for each Core of a Server on which the Product runs, 
including, without limitation, Servers configured for disaster recovery, load 
balancing, clustering, development, testing and reporting.
4.2.7. Virtualized Environment. The terms of this section apply only to 
Products licensed under a Core license model. Notwithstanding anything in the 
EULA to the contrary, you may install and use the Product(s) in a virtual 
machine environment, provided however, that you must not allow more than the 
number of applicable licensed Cores to be allocated to each Product via the 
virtual machine technology. The applicable licensed Cores will be the number of 
Cores that you are licensed to install and use each Product as specified in the 
Order. Any allocation of any portion of a Core's processing ability to the 
Product will constitute one Core toward the virtual machine environment 
licensed hereunder. You will be responsible for allocating the Cores to the 
Product(s) in a manner to ensure compliance with this restriction. Use of the 
Product(s) in any configuration or environment (including, without limitation, 
dynamic virtualization where additional Cores could be allocated to the 
Product(s) at peak load times) that at any time exceeds the restrictions set 
forth above is strictly prohibited, and requires the purchase of additional 
licenses.
4.2.8. z/OS Operating System Image License.  If the Product is licensed to you 
on an z/OS Operating System Image basis, then a license fee must be paid for 
the number of z/OS Operating System Images where the Product is installed. You 
will identify the number of z/OS Operating System Images where the Product is 
installed and provide the information to us.
4.2.9. MVS or OS/390 Operating System Image License.  If the Product is 
licensed to you on an MVS or OS/390 Operating System Image basis, then a 
license fee must be paid for the number of MVS or OS/390 Operating System 
Images, whichever is applicable, where the Product is installed. You will 
identify the number of MVS or OS/390 Operating System Images, whichever is 
applicable, where the Product is installed and provide the information to 
Progress.
4.2.10. Workstation License.  If the Product is licensed on a Workstation 
basis, each Workstation using or accessing the Product must be licensed. A 
"Workstation" is defined as a computer that is operated, either attended or via 
remote access, by one person at a time, and cannot be used by more than one 
person, directly or indirectly, simultaneously. In no event will the number of 
workstations utilizing or accessing the Product exceed the number of 
Workstations identified in the Order.
4.2.11. Evaluation License Term. Notwithstanding anything to the contrary in 
section 3.4.8 (Evaluation License), the default license term for any evaluation 
license granted to you for the Product(s) pursuant to this EULA will be fifteen 
(15) days.
4.2.12. Term and Subscription Licenses.  If the Order specifies that your 
license to the Product(s) is a term or subscription license, then, unless 
otherwise specified in the Order, your license to the Products will not auto 
renew and the term of this EULA and your license to the Product(s) hereunder 
will expire on the expiration date stated in the Order unless sooner terminated 
in accordance with the terms of this EULA. For the duration of the Term or 
Subscription license (as applicable) you will be further subject to the license 
terms of the appropriate license model for the Product (e.g., CPU, Core, 
Server/Machine, etc.) designated in the Order. Upon completion of the term or 
subscription (as applicable) the Product(s) may automatically timeout or cease 
to function. Upon completion of the term or subscription (as applicable), all 
of your license rights in and to the Products will terminate and you must 
satisfy the requirements in section 1.15.2 (Effect of Termination).    
4.3. Product-Specific Usage Limitations. 
4.3.1. Runtime License Checker. The Products may include code to verify that 
you have not exceeded the license keys issued by us (the "Runtime License 
Checker") and in the event that the Runtime License Checker determines that you 
have exceeded your license the Products may cease to operate.
4.3.2. Operating Systems or Platforms.  If the Order specifies that your 
license to the Product(s) is/are limited to a specific Operating System ("OS") 
or Platform, then the Product(s) is/are licensed with the additional 
restriction that it be used solely in conjunction with the specified OS or 
Platform. Use with any other OS or Platform is strictly prohibited. Without 
limiting the foregoing, if the Product is a Progress OpenAccess Development 
Product (as defined above), then the additional restriction specified in the 
preceding sentence applies to any part of the Progress OpenAccess Development 
Product, including, without limitation, the Progress OpenAccess Runtime 
Components (as defined above) contained therein.
4.3.3. Progress DataDirect and OpenAccess Products "for ODBC".  If the Product 
licensed to you is a Progress DataDirect or OpenAccess Product which 
incorporates the term "for ODBC" into the Product name or Product description 
or which is otherwise designated as being "for ODBC", (each the "Licensed 
Product"), the following additional requirements will apply: we have licensed, 
and have rights to sub-license certain third party software that is part of the 
ODBC SDK components and which is usable for certain non-Windows platforms - Mac 
OS, OS/2, HP-UX, AIX, Linux, Solaris, and other non-Windows operating systems. 
This section sets forth the conditions that govern your permitted use of the 
various non-windows SDK components: you are not licensed to use the ODBC Core 
Components (hereinafter defined) other than with the Licensed Product, or in 
the case where the Licensed Product is Progress OpenAccess Development 
Product for ODBC or Progress OpenAccess Runtime Product for ODBC, other than 
with the Custom Driver (as defined above) created with the use of the Progress 
OpenAccess Development Product ("Permitted Driver"). Use of the ODBC Core 
Components with any ODBC drivers other than the Licensed Product, or in the 
case where the Licensed Product is Progress OpenAccess Development 
Product for ODBC or Progress OpenAccess Runtime Product for ODBC, other than 
the Permitted Driver, is expressly prohibited. You may not embed in any 
products, or otherwise sub-license the ODBC Core Components, without a separate 
license agreement. For the purposes hereof, the term "ODBC Core Components" 
means the ODBC Driver Manager and support files for non-Windows operating 
systems. A separate license must be obtained from us if you want to embed and 
sub-license the ODBC Header Files (hereinafter defined) with any software 
product. For the purposes hereof, the term "ODBC Header Files" means the text 
files for compilation and development of software.
4.3.4. Stylus Studio Products.  If the Product licensed to you is a Stylus 
Studio product the following requirements apply:
4.3.4.1. If the Product is Stylus Studio, Stylus Studio XML Enterprise Suite, 
or Stylus Studio XML Professional Suite then the Product is licensed on either:
       (a) a named user basis meaning specific individuals are authorized to 
access the Product and the total number of named users may not exceed the total 
number licensed by you; or
       (b) a Concurrent User basis meaning the quantity of Concurrent Users (as 
defined above) identified in the Order for the Product must equal the maximum 
number of users concurrently using or accessing the Product at any given time 
in accordance with the Concurrent User license model described above.
Stylus Studio, Stylus Studio XML Enterprise Suite and Stylus Studio XML 
Professional Suite are subject to the additional restriction that it may be 
used by you solely for development and testing of software applications, and 
not in conjunction with the deployment of such software applications.
4.3.4.2. If the Product is Stylus Studio XML Home Edition, then the Product is 
licensed on a single named user basis for personal use only. The Stylus Studio 
XML Home Edition is subject to the additional restriction that it not be used 
in conjunction with any commercial or for-profit transactions. NOTWITHSTANDING 
ANYTHING TO THE CONTRARY IN SECTION 1.9 (WARRANTIES), AND EXCEPT AS PROHIBITED 
BY APPLICABLE LAW, STYLUS STUDIO XML HOME EDITION IS PROVIDED "AS IS" WITHOUT 
WARRANTY OF ANY KIND. WE MAKE NO WARRANTIES WITH RESPECT TO THE STYLUS STUDIO 
XML HOME EDITION, EXPRESS, IMPLIED, OR ARISING BY CUSTOM OR TRADE USAGE, AND 
SPECIFICALLY MAKE NO WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR ANY 
PARTICULAR PURPOSE OR NONINFRINGEMENT. You have the sole responsibility for 
adequate protection and back-up of all data use in connection with the product.
4.3.4.3. Notwithstanding anything to the contrary in section 3.4.8 (Evaluation 
License), if the Product is an evaluation version of Stylus Studio, then the 
Product is licensed on a single named user basis and is subject to the 
additional restriction that it be used by you solely for evaluation of software 
applications, and not in conjunction with the development or deployment of such 
software applications. You must purchase a license for Stylus Studio for the 
development and testing of software applications. Evaluation includes the use 
of Products in performance benchmarking. We update the Product regularly and 
benchmarking data for the Product is subject to change. Benchmark tests on 
prior versions of the Product may yield results that are not reflective of the 
performance of the current version of the Product. The most current version of 
the Product is available at www.stylusstudio.com. YOU UNDERSTAND AND 
ACKNOWLEDGE THAT THE EVALUATION VERSION OF STYLUS STUDIO CONTAINS A DISABLING 
DEVICE THAT WILL AUTOMATICALLY DISABLE THE PRODUCT FIFTEEN (15) DAYS FROM 
INSTALLATION. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN SECTION 1.9 
(WARRANTIES), THE EVALUATION VERSION OF STYLUS STUDIO IS PROVIDED "AS IS" 
WITHOUT WARRANTY OF ANY KIND. WE MAKE NO WARRANTIES WITH RESPECT TO THE 
EVALUATION VERSION OF STYLUS STUDIO, EXPRESS, IMPLIED, OR ARISING BY CUSTOM OR 
TRADE USAGE, AND SPECIFICALLY MAKE NO WARRANTY OF MERCHANTABILITY OR OF FITNESS 
FOR ANY PARTICULAR PURPOSE OR NONINFRINGEMENT.
4.3.4.4. If you ordered or obtained the Product license from an Authorized 
Reseller, then, in addition to the terms and conditions of this EULA, your use 
of the Product may be subject to additional scope of license terms and 
conditions (if any) specified in the Order between you and the Authorized 
Reseller, including, without limitation, a restriction that you limit your use 
of the Product to use solely in conjunction with the Authorized Reseller's 
software product(s) licensed by the Authorized Reseller to you. In the event of 
conflict between the terms and conditions specified in the Order between you 
and the Authorized Reseller and the terms of this EULA, the order of precedence 
will be as set forth in section 1.2.8 (Order of Precedence between EULA and 
Order).  
4.3.4.5. The Product may contain programs that perform automated collection of 
system data and transmit said data to equipment owned by us or under our 
control in order to (i) register your activation of the Product, (ii) perform 
automated updating services for the Product, and/or (iii) validate whether you 
are entitled to use the Product. System data collected through such programs 
may be used by us for the purpose of providing you with remote system services 
and/or for the purpose of enforcing the terms and conditions of this EULA.
4.3.4.6. Notwithstanding anything to the contrary in this EULA, maintenance and 
support for Stylus Studio products is only available online via the Stylus 
Studio Developer Network (SSDN).
4.3.5. Progress OpenAccess Development Product.  If the Product licensed to you 
is a Progress OpenAccess Development Product the following additional 
requirements apply: Except as expressly permitted pursuant to this EULA, 
neither the Progress OpenAccess Development Product nor any part thereof may be 
(i) embedded in another software program or application or (ii) used in 
connection with the operation of a software program or application in a 
production environment. Any use by you of the Progress OpenAccess Runtime 
Components included in the Progress OpenAccess Development Product must be 
limited to use solely for the purpose of developing and testing the operation 
of the Custom Driver in a development environment, and under no circumstances 
may such Progress OpenAccess Runtime Components be used or deployed for 
productive use. You must purchase a separate deployment license for the 
Progress OpenAccess Runtime Product (as defined above) in order to use and 
deploy said Progress OpenAccess Runtime Components in a production environment.
4.3.6. Progress OpenAccess Runtime Product.  If the Product licensed to you is 
a Progress OpenAccess Runtime Product the following additional requirements 
apply:
4.3.6.1. You are permitted to make and deploy copies of the Progress OpenAccess 
Runtime Product strictly on an internal deployment basis for use in conjunction 
with the User Interface Provider to create a Custom Driver where such Custom 
Driver is used solely by you in an internal testing and/or production 
environment. If the Progress OpenAccess Runtime Product licensed to you is 
restricted to use for a specific application in accordance with section 3.4.5 
(Application Specific License), then your use of the Custom Driver and Progress 
OpenAccess Runtime Product is limited to use in connection with the designated 
application. You are further subject to the license terms of the appropriate 
license model for the Progress OpenAccess Runtime Product as identified in the 
Order and as described in this EULA.
4.3.6.2. NOTWITHSTANDING THE PROVISIONS OF SECTION 1.9 (WARRANTIES), YOU 
UNDERSTAND AND ACKNOWLEDGE THAT THE PROGRESS OPENACCESS RUNTIME COMPONENTS 
DEPLOYED BY YOU IN CONJUNCTION WITH THE CUSTOM DRIVER ARE PROVIDED "AS IS" 
WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED OR ARISING BY CUSTOM OR 
TRADE USAGE AND WE SPECIFICALLY MAKES NO WARRANTY OF MERCHANTABILITY OR OF 
FITNESS FOR ANY PARTICULAR PURPOSE OR NONINFRINGEMENT.
4.3.7. Progress Hybrid Data Pipeline Product.  If the Product licensed to you 
is the Progress Hybrid Data Pipeline Product the following additional 
requirements apply:
4.3.7.1. The Product consists of four main parts: (1) the Hybrid Data Pipeline 
Server, (2) the Hybrid Data Pipeline client libraries (e.g., ODBC and/or JDBC), 
(3) the Hybrid Data Pipeline data source connectors and (4) the Hybrid Data 
Pipeline on-premises connector. The Product is licensed under a Core license 
model; however, the Core license unit quantity limitation specified in the 
Order will apply only to the Hybrid Data Pipeline Server portion of the 
Product. You may install and use the Hybrid Data Pipeline client libraries and 
Hybrid Data Pipeline data source connectors designated in the Order and, 
subject to subsection 4.3.7.3 below, the Hybrid Data Pipeline on-premises 
connector on an unlimited number of Servers with any number of Cores.
4.3.7.2. The Order will designate each Hybrid Data Pipeline client library 
licensed to you (e.g., ODBC, JDBC and/or OData). The Order will also identify a 
Hybrid Data Pipeline data source connector for each data source supported by us 
and that you are authorized to use the Product to connect to. Each license to 
the Product includes Hybrid Data Pipeline data source connectors for up to 
three (3) supported data sources to be selected by you and identified in the 
Order. For each data source identified in the Order, you may utilize the 
applicable Hybrid Data Pipeline data source connector and, subject to 
subsection 4.3.7.3 below, the Hybrid Data Pipeline on-premises connector to 
access and transmit data to and from an unlimited number of database instances 
of that data source. You may purchase a license for additional Hybrid Data 
Pipeline data source connectors to access additional supported data sources at 
our then-current pricing.
4.3.7.3. The Hybrid Data Pipeline on-premises connector will be included in the 
license to the Progress Hybrid Data Pipeline Product unless expressly excluded 
in the applicable Order.
4.3.7.4. The Hybrid Data Pipeline data source connectors and the Hybrid Data 
Pipeline on-premises connector (if applicable in accordance with subsection 
4.3.7.3 above) may only be used in conjunction with the operation of the Hybrid 
Data Pipeline Server.
4.3.7.5. The Product licensed and delivered to you may include on the media or 
in the electronically delivered files, as applicable, Hybrid Data Pipeline data 
source connectors enabling connectivity to data source(s) other than those 
identified in the applicable Order and/or the Hybrid Data Pipeline on-premises 
connector despite its express exclusion in the applicable Order. You may only 
use the Progress Hybrid Data Pipeline data source connectors to connect to the 
data sources that are listed in the applicable Order and may not use the Hybrid 
Data Pipeline on-premises connector if it has been expressly excluded in the 
applicable Order.




Rev. TMPLT06JAN2020DC&I06JAN2020
	 



