SOFTWARE LICENSE AND RELATED SERVICES AGREEMENT IMPORTANT - READ CAREFULLY: THIS IS A LEGAL AGREEMENT BETWEEN LICENSEE AND BUSINESS OBJECTS S.A. (OR ITS LOCAL SUBSIDIARY) ("LICENSOR") FOR THE BUSINESS OBJECTS SOFTWARE PRODUCT THAT ACCOMPANIES THIS AGREEMENT, WHICH MAY INCLUDE COMPUTER SOFTWARE, ASSOCIATED MEDIA, PRINTED MATERIALS AND ONLINE OR ELECTRONIC DOCUMENTATION ("PRODUCTS"). BEFORE INSTALLING THE PRODUCTS, 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. DEFINITIONS. 1.1 "Certified Operating Environment" or "COE" means all hardware, operating system, middleware, database, and other products on which Licensor indicates a Product will operate. 1.2 "Documentation" means the user documentation and the reference manual(s), in whatever form recorded, supplied by Licensor with the Product. 1.3 "Licensee" means the specific corporation or division designated herein, or purchasing hereunder, or any permitted successor assignee (whether by change of name, dissolution, merger, consolidation, reorganization or otherwise) to such corporation or division or its business assets. 1.4 "Order Schedule" means a document entitled "Order Schedule" executed by the parties that refers to this Agreement, and that describes in greater detail Licensee's order-specific information, including, but not limited to, Licensee's billing information, lists of Products ordered, pricing, and payment and shipping information. Such Order Schedule(s) is (are) hereby incorporated into this Agreement by reference. 1.5 "Outsourcer" means a third party engaged by a Licensee for data processing, consulting, product customization, or internal information management at a designated Licensee or Outsourcer site. 1.6 "Products" means the machine-readable object code of the software programs specified in an Order Schedule and/or a Purchase Order (in conjunction with a Licensor quotation), together with any Documentation and Updates thereto. 1.7 "Purchase Order" means a non-cancelable, non- refundable Licensee order to obtain Products or Support Services that is signed by an authorized Licensee representative. 1.8 "Support Services" means Product support services described in Exhibit A. 1.9 "Updates" means any update, upgrade, or enhancement that may be provided under Support Services. 2. LICENSE. 2.1 License Grant. Subject to Licensee's compliance with this Agreement, Licensee is granted a personal, non- exclusive, and non-transferable license to use the Products identified in a Purchase Order and/or Order Schedule accepted under this Agreement in accordance with the product use rights set forth in Exhibit B. 2.2 License Restrictions. Except as expressly permitted by this Agreement, Licensee may not: (i) lease, loan, resell, sublicense, or otherwise distribute a Product; (ii) use a Product to provide or operate Application Service Provider (ASP), service bureau, marketing, training, consulting, or any other commercial service related to the Products; (iii) use a Product to develop a product which is competitive with any of the Products; (iv) permit third-party access to, or use of, the Products, except as may be expressly permitted in Exhibit B or Section 2.3; v) distribute or publish keycode(s) to the Products; or (v) use unauthorized keycode(s). Licensee shall notify Licensor if Licensee becomes aware of any unauthorized third party access to, or use of, a Product. 2.3 Outsourcers. If Licensee contracts with an Outsourcer, Licensee may permit access to, and use of, the Products by the Outsourcer, provided that: (i) the Outsourcer agrees to comply with the terms of this Agreement and to access and use the Products solely for purposes of rendering services to Licensee; and (ii) the total number of licenses used by Licensee and Outsourcer must not exceed the number of licenses ordered. Licensee shall be responsible for Outsourcer's compliance with the terms of this Agreement. Upon completion of Licensee's services by Outsourcer, Licensee shall certify in writing that Outsourcer has un-installed and destroyed all copies of Products within thirty (30) days of such completion of services. 2.4 Product Territory. The licenses granted hereunder are only valid in the country in which they were purchased (the "Territory"). Licensee shall not ship, transfer, or otherwise export the Product outside the Territory without Licensor's prior written consent and Licensee's payment of any additional fees at Licensor's then current rates. When exporting the Products, Licensee shall comply with all applicable export laws and regulations. 2.5 Duplication of Product. Licensee may make Product copies equal to the number of licensed copies expressly authorized under this Agreement plus a reasonable number of archival copies for inactive backup purposes. All Product copyright, trademark, patent, and related proprietary notices incorporated in or fixed to the Product shall be duplicated by Licensee on all copies or extracts thereof and shall not be altered, removed, or obliterated. 2.6 PRODUCT OWNERSHIP AND RESTRICTIONS. All intellectual property rights and title to the Product shall remain with Licensor and/or its licensors and no interest or ownership therein is conveyed to Licensee. No right to modify (even for purposes of error correction), adapt, or translate the Product or create derivative works therefrom is granted to Licensee, except as necessary to configure the Product using the menus, options and tools provided for such purposes and contained in the Product. Licensee shall not use the Product 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 Licensor or alter, disassemble, decompile, translate, adapt, or reverse-engineer the report file (.RPT) format. Nothing in this Agreement shall be construed to mean, by inference or otherwise, that Licensee has any right to obtain Product source code. Except as required to be permitted by applicable law, reverse compiling (including reverse compiling to ensure interoperability), reverse engineering and other source code derivation of the Product is prohibited. If Licensee wishes to exercise any right to reverse engineer to ensure interoperability in accordance with applicable law, Licensee shall first provide written notice to Licensor and permit Licensor, at its option, to make an offer to provide information and assistance reasonably required to ensure Product interoperability with other Licensee products for a fee to be mutually agreed upon (if any). 3. SUPPORT AND ADDITIONAL SERVICES. 3.1 Support Services. Exhibit A describes terms and conditions for Support Services. Support Services may be obtained at Licensor's then-current rates and for terms specified in a Purchase Order referencing a written Licensor quotation. Licensor may suspend or terminate Support Services for all Product(s) in the event that Licensee does not pay fees for Support Services when due. If Licensee purchases Support Services for a Product, then Licensee shall purchase Support Services for all licenses of such Product in its possession. Licensor may select qualified subcontractors to perform Support Services or assign performance of Support Services to Business Objects S.A. or any of its subsidiaries or affiliates. 3.2 Additional Services. Product consulting or training may be obtained by Licensee on an as-available basis and at mutually agreed rates in accordance with a separate agreement. Should Licensor agree to provide consulting services, the payment of the Product license and Support Services fees under this Agreement shall not be contingent under any circumstances upon the performance of any such services including installation and implementation services. 4. FEES; TAXES; PAYMENT TERMS; PURCHASE ORDERS; SHIPPING 4.1 Fees. Licensor fees or other charges for any Product, Support Services, Documentation, or other service shall be as specified in a Purchase Order or on a written price quotation from Licensor duly referenced in the Purchase Order. Discounts extended by Licensor under this Agreement shall not apply to fees due when Licensee orders additional Products or services, unless otherwise stated in Licensor's price quotation. 4.2 Taxes. Licensor fees are exclusive of, and Licensee is responsible for, duties and taxes (other than Licensor taxes on income). 4.3 Invoicing and Payment. All payments of fees or charges under this Agreement shall be made in U.S. Dollars within thirty (30) days of the date of the applicable Licensor invoice. Any amount payable by Licensee to Licensor hereunder which is past due shall be subject to a late payment charge equal to one percent (1%) per month, or the highest rate permitted by law, whichever is less. The receipt or request for payment of such amounts shall not prejudice Licensor's rights with respect to Licensee's failure to pay on the due date. 4.4 Shipping. Licensor, without liability to Licensee, reserves the right to refuse shipment of Product if the Purchase Orders received are incomplete, improperly completed, or contain unacceptable terms. Licensor shall fulfill Purchase Orders in accordance with the terms of this Agreement and ship Products and Documentation FOB origin, Licensor's manufacturing site. 5. LIMITED WARRANTIES. 5.1 Licensor warrants that the Products will operate substantially in conformity with the applicable Documentation for thirty (30) days from the date of Licensee's receipt. 5.2 Within thirty (30) days following Licensee's Product receipt, if Licensee detects a defect in a Product's physical media, Licensee may return the defective media to Licensor and Licensor will replace it free of charge. 5.3 Provided that Licensor is notified in writing of a warranty defect within the applicable warranty period, Licensor shall: a) at its option, repair or replace the defective Product, or b) if the defects are not cured after using reasonable efforts, refund the license fees paid for the Product in exchange for a return of the defective Product. 5.4 EXCEPT FOR EXPRESS WARRANTIES STATED IN THIS SECTION 5 AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE PRODUCTS AND SERVICES ARE PROVIDED "AS IS", AND LICENSOR DISCLAIMS ALL OTHER WARRANTIES, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS. 6. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL LICENSOR OR ITS SUPPLIERS BE LIABLE TO LICENSEE OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, ANY LOST PROFITS OR REVENUES, LOSS OR INACCURACY OF ANY DATA, OR COST OF SUBSTITUTE GOODS, REGARDLESS OF THE THEORY OF LIABILITY (INCLUDING NEGLIGENCE) AND EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR THE OBLIGATION UNDER SECTION 7 (INDEMNIFICATION), LICENSOR'S AGGREGATE LIABILITY TO LICENSEE FOR ACTUAL DIRECT DAMAGES FOR ANY CAUSE WHATSOEVER SHALL BE LIMITED TO THE CUMULATIVE PRODUCT LICENSE FEES PAID BY LICENSEE TO LICENSOR FOR THE PRODUCT (OR THE FEES PAID BY LICENSEE TO LICENSOR UNDER THE STATEMENT OF WORK FOR THE SERVICE) DIRECTLY CAUSING THE DAMAGES. IN NO EVENT SHALL LICENSEE RAISE ANY CLAIM UNDER THIS AGREEMENT MORE THAN TWO YEARS AFTER: (i)THE DISCOVERY OF THE CIRCUMSTANCES GIVING RISE TO SUCH CLAIM; OR (ii) THE EFFECTIVE DATE OF THE TERMINATION OF THIS AGREEMENT. 7. INDEMNIFICATION. 7.1 Licensor shall: (i) defend, or at its option settle, any claim against Licensee on the basis of a Product's infringement of any United States patent, trademark, copyright or trade secret; (ii) pay any final judgment entered against Licensee on such claim or any settlement entered into by Licensor on Licensee's behalf, provided that: Licensee (i) notifies Licensor promptly of each such claim; (ii) gives Licensor sole control of the defense and/or settlement of the claim; (iii) fully cooperates with Licensor in the defense or settlement of the claim; and (iv) takes no action that may prejudice Licensor's ability to defend the claim. 7.2 If all or any part of the Product is, or in the opinion of Licensor is likely to become, the subject of a claim of infringement, Licensor may at its sole discretion: (i) procure for Licensee the right to use the Product or the affected part thereof; (ii) replace the Product or affected part with other suitable software; (iii) modify the software or affected part to make it non-infringing; or (iv) if none of the foregoing remedies is commercially feasible, Licensor shall refund, upon return of the infringing Product, a pro- rated (over a 36 month period on a straight-line basis) portion of the payments paid by Licensee to Licensor for the Product or the affected part. 7.3 Licensor shall have no indemnity or other obligations to the extent a claim is based on: (i) failure to use an update provided by Licensor, if infringement could have been avoided by use of the updated version; (ii) combination, operation, or use of Products with other products not provided by Licensor, if such infringement would have been avoided in the absence of such combination, operation, or use; (iii) Licensee's use of Product in any manner inconsistent with license terms and conditions, including without limitation, the use of the Product on, or in conjunction with, an operating environment other than the specified COE; or (iv) modification, alteration, or enhancement to the Product not performed or expressly authorized by Licensor. THE FOREGOING PROVISIONS OF THIS SECTION STATE THE ENTIRE LIABILITY AND OBLIGATION OF LICENSOR AND THE EXCLUSIVE REMEDY OF LICENSEE FOR CLAIMS OF INFRINGEMENT OF THIRD PARTY RIGHTS. 8. TERM AND TERMINATION. Except as otherwise specified in a Purchase Order or any written Licensor price quotation duly referenced in a Purchase Order, the Product licenses granted hereunder shall be perpetual; provided however, Licensor may immediately terminate this Agreement or any services hereunder if: (i) Licensor notifies Licensee in writing of a breach and such breach is not cured within thirty (30) days; or (ii) the Licensee makes an assignment for the benefit of creditors or proceedings are commenced by or for the Licensee under any bankruptcy, insolvency, or debtor's relief law. Termination shall not relieve Licensee from its obligation to pay fees that remain unpaid and shall not limit either party from pursuing other available remedies. Upon termination by Licensor of this Agreement or any part thereof, Licensor shall have no obligation to refund to Licensee any fees paid by Licensee, and Licensee agrees to waive, in perpetuity and unconditionally, any and all claims for refunds. If a Product license is revoked or expired, Licensee must certify in writing to Licensor that Licensee has immediately un-installed and destroyed all copies of the Product within thirty (30) days of such revocation/expiration. The following Sections survive termination of this Agreement: 5, 6, 7, 8, and 9. 9. GENERAL 9.1 Confidential Information. Each party receiving Confidential Information ("Recipient") shall retain in confidence and require its employees, agents, and contractors to retain in confidence the terms and conditions of this Agreement and all Confidential Information of the other party ("Discloser"). "Confidential Information" means information, in written or other tangible form, which has been conspicuously marked by Discloser as "confidential" or "proprietary" or if not so marked, was indicated at the time of disclosure to be confidential and is later summarized and confirmed as confidential in a writing transmitted to Recipient within ten (10) days after disclosure. Licensee agrees that the Products as well as results of any Product benchmark or similar tests (whether performed by Licensor, Licensee, or any third party) are the Confidential Information of Licensor. Recipient shall retain Discloser's Confidential Information in the manner Recipient retains its own Confidential Information, but in no event with less than reasonable care. Confidential Information shall remain the sole property of the Discloser and shall not be disclosed to any third party without Discloser's express written consent (except, solely to employees, agents, advisors, attorneys, consultants, and subsidiaries, who need to know and are bound by a written agreement with Recipient to maintain the confidentiality of such Confidential Information in a manner consistent with this Agreement). Confidential Information shall not include any information that: (i) is or becomes publicly available without the Recipient's breach of any obligations owed to the Discloser; (ii) is known to the Recipient prior to the Discloser's disclosure of such information to the Recipient; (iii) becomes known to the Recipient from a source other than the Discloser without a breach of an obligation of confidentiality owed to the Discloser; or (iv) is independently developed by the Recipient. Either party may disclose information in compliance with applicable law or a court order, provided the Discloser is given reasonably prompt notice thereof. 9.2 The obligations set forth herein with respect to Confidential Information shall continue in full force and effect for a period of two (2) years after the date of disclosure of Confidential Information. Thereafter, the parties' obligations survive and continue with respect to any Confidential Information that is a trade secret under applicable law. 9.3 Governing Law and Venue. The governing law for any claim arising under this Agreement shall be the laws of California, excluding its conflicts of law principles. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. The venue for any claims arising under this Agreement shall be the courts located in San Jose, California, and the parties agree to submit to the exclusive personal jurisdiction of such courts. 9.4 Integration and Amendment. This Agreement constitutes the entire agreement between the parties and supersedes all prior or contemporaneous conditions, agreements, or representations, whether oral or written, relating to the subject matter hereof. Any additional or different terms in Licensee's documents (including any preprinted terms contained on Purchase Orders) are hereby deemed to be material alterations and notice of objection to, and rejection of, them is hereby given. This Agreement may not be modified or any term or condition waived except in a writing signed by a duly authorized representative of each party. Headings are for convenience only and shall not affect the interpretation of any provision hereunder. 9.5 Assignment. Neither this Agreement nor any right, obligation, or Product licensed hereunder may be assigned by Licensee without Licensor's prior written consent. Any purported assignment in violation of the foregoing is void. Subject to the foregoing, the provisions of this Agreement shall be binding upon and inure to the benefit of the parties, their successors, and permitted assigns. 9.6 Severability. If any provision of this Agreement is declared unlawful, void, or unenforceable, then that provision shall be limited to the extent enforceable, or otherwise severed, and will not affect the validity and enforceability of the remaining provisions. 9.7 Audits. Licensor, or Licensor's designated agent, may, upon five (5) days prior written notice to Licensee, inspect any Licensee facility where Products are used and audit records for the purpose of confirming Licensee's compliance with this Agreement. Licensor may perform one audit per twelve (12) month period. Licensor's audit shall be performed at Licensor's sole expense; provided however, that if, as a result of Licensor's audit, it is determined that Licensee owes Licensor additional fees, then Licensee shall bear the reasonable cost of Licensor's audit and pay all past-due fees in accordance with the terms of this Agreement. This section survives termination of this Agreement for two (2) years. 9.8 Restricted Rights. The Product shall be deemed "commercial computer software" and "commercial computer software documentation" pursuant to DFAR Section 227.7202 and FAR Section 12.212 (and any successor sections). The use of the Product including, but not limited to, its reproduction and display, by the United States of America and/or any of its instrumentalities, regardless of form (collectively "Government"), shall be governed by this Agreement. Under no circumstances shall Licensor be obligated to comply with any Government requirements regarding cost or pricing data or cost accounting requirements. For any Licensee use of the Products that would require compliance by Licensor with such Government requirements or in any manner affect Licensor's rights in the Products, Licensee must notify Licensor of said Government requirement and obtain a waiver or exemption from such requirements for the benefit of Licensor before any Government access to the Products. 9.9 Force Majeure. Except with respect to the obligation to pay fees when due hereunder, neither party shall be deemed in default of this Agreement because of a delay or failure in performance of its obligation resulting from any cause beyond its reasonable control (a "Force Majeure"), provided it gives reasonably prompt notice of the Force Majeure condition and uses reasonable efforts to mitigate the delay or failure. 9.10 Notices. Any notices required or permitted to be given hereunder shall be delivered by personal delivery, express courier, or certified mail, postage prepaid, return receipt requested, to a party's address set forth below, or if to Licensor to: Business Objects, Attn: Contracts Manager, 3030 Orchard Parkway San Jose, California 95134. A notice shall be deemed effective when actually delivered. 9.11 Press Releases. Except when the parties have agreed otherwise in writing, neither party shall issue press releases or make public statements or announcements without the other party's advance consent. Notwithstanding the foregoing, Licensee agrees to allow Licensor to state that Licensee is a customer on its website and marketing materials and to issue a press release announcing Licensee's selection of Licensor as its business intelligence solution. Licensor will draft the press release, to be mutually agreed upon by the parties prior to release. Subject to spokesperson availability and the Licensee's corporate communications policies, Licensee will conduct at least one press interview with a computer trade (such as InformationWeek) or business publication. EXHIBIT A Support and Maintenance Services Terms The following terms and conditions relate to Support and Maintenance Services for Licensor Products. Below is a summary of Licensor's current Support Services programs: S: Standard Support: * Provides support during local Licensor office hours in the region where licenses were purchased * Gives You flexibility to log Your cases via the Online Customer Support web site or telephone * Three Named Contacts * Unlimited cases per year * Receive Updates P: Elite Support: * Provides support during local Licensor office hours in the region where licenses were purchased * Provides emergency Support for production down (Severity 1) issues 24 x 7 x 365 for licenses in use within the region where they were purchased * Gives You flexibility to log Your cases via the Online Customer Support web site or telephone. * Provides personalized service through a team of Elite Support engineers * Provides You with a weekly status report of all case activity for the prior week (for Your primary contact) * Six Named Contacts * Unlimited cases per year * Receive Updates P: Premium Support: * Provides support during local Licensor office hours in the region where licenses were purchased * Provides emergency Support for production down (Severity 1) issues 24 x 7 x 365 for licenses in use within the region where they were purchased * Gives You flexibility to log Your cases via the Online Customer Support web site or telephone. * Provides personalized service through a group of Premium Support engineers * Provides a Technical Account Manager who will make regular site visits as well as conduct a review of Your environment and make recommendations as needed * Priority response to all cases * Provides You with a weekly status report of all case activity for the prior week (for Your primary contact) * Provides You with access to self-service online reporting tool (for up to three of your nine named contacts) * Nine Named Contacts * Unlimited cases per year * Receive Updates 1. To receive Support Services, Licensee must be current (paid in full) on all Support Services fees ("Support Fees"). Support Services shall only be provided on a twelve (12) month basis, and shall be automatically renewed each year unless Licensee gives written notice thirty (30) days prior to the end of the initial service period or any extension thereof, of its intention to terminate the service. Support Services fees at the time of automatic renewals shall be invoiced to Licensee at the then-current Support Services rates. For a period of three (3) years from the date each Product license is initially acquired by Customer under this Agreement, the Support Services renewal fee for such Product shall not exceed the Support Services fees paid, for the same support plan, in the previous year by more than 5% or the previous calendar years All Urban Consumer Price index, whichever is greater. 2. Licensor's obligations with respect to Support Services shall be: (a) "Interactive Assistance" support consisting of assistance and workarounds for resolving known problems, to Licensee Named Contacts (and only to such individuals) in the event that Licensee experiences Documentation or Product related issues. "Named Contacts" shall mean the personnel of Licensee who are identified by name to Licensor in writing and who may contact Licensor for support. The number of Named Contacts shall be limited to that number provided by the applicable Support Services program, unless a different number is set forth on the cover page of this Agreement. (b) "Maintenance" consisting of replacements of Product in order to correct programming errors, if required in the judgment of Licensor to enable the Product to perform substantially in conformity with published specifications that accompany the Product. (c) Provide Updates if and when they are generally available to Product licensees. An "Update" means: (i) a "Major Release" that includes architectural changes and may be identified by a change of the first digit of the release numbering, (ii) a "Minor Release" that includes improvements and bug corrections and may be identified by a change of the second digit of the release numbering, or (iii) a "Maintenance Release" indicating a bug correction release and may be identified by a change of the third digit of the release numbering; in each case, when generally provided on an upgrade basis without additional charge to Product licensees who are current subscribers of Support Services. "Updates" shall not include any new products, features, or enhancements for which Licensor generally charges an additional fee (including to subscribers of Support Service). Except for Excluded Products (as defined below), for each Major Release, Licensor shall offer Maintenance and Interactive Assistance Support for a period of thirty (36) months from the date of first general commercial availability. Prior releases may not be tested against new releases of third party software such as database clients or new operating systems. (d) Licensor is under no obligation to provide Support Services to Licensee with respect to (i) any Products altered or modified by Licensee or third parties, (ii) restoration of lost data, (iii) third party software or applications being used in conjunction with the Products, (iv) Products not operated on Licensor certified operating environments or in manner inconsistent with its documentation or license use terms, (v) computer hacking, security breaches, or illegal or unauthorized access to software products, servers, or computer systems, (vi) installation, consulting or customer training, any of which may be obtained by Licensee at Licensor's then current rates, on an as-available basis; (vii) modification, integration, installation, or configuration of the Product to run with new versions of the operating system, database, middleware or models of hardware installed by Licensee; or (viii) responding to Licensee's support calls if Licensee fails to provide sufficient information, as reasonably requested by Licensor, to enable Licensor to identify, reproduce and analyze the reported problem. This Agreement does not cover the maintenance and/or service of any machines, computer hardware or equipment. 3. Once Licensor provides Licensee with the latest Update, Licensee may continue to use the licenses for the previous version of the Product, or may replace some or all of the copies of the previous versions of the Product with the latest Update. In any event, at any moment in time the cumulative total number of licenses (previous version and latest Update, combined) installed and in use may not exceed the cumulative number of licenses purchased by Licensee. 4. Licensee's obligations shall be: (i) designation and training of Named Contacts who shall ordinarily be the sole contact with Licensor; (ii) installation of the Product and any Updates; (iii) notification to Licensor of any malfunction, programming error or other problem in accordance with procedures furnished by Licensor including providing sufficient information, as reasonably requested by Licensor, to identify, reproduce, and analyze the reported problem. 5. Lapsed Support Services. After commencement of Support Services, should Licensee's Support Services ever be permitted to lapse and Licensee then desires to reinstate Support Services, Licensee may do so by paying the then-current Support Fees for the reinstated 12-month period and a reinstatement fee equal to the Support Fees that would have been invoiced during the lapsed period plus an additional 10% fee based on the lapsed period. 6. Limited Support. (a) Licensor is under no obligation to provide Support Services or correct errors relating to the BusinessObjects Personal Trainer Product. Notwithstanding the foregoing, Licensor may provide installation support for the BusinessObjects Personal Trainer Product for a period of two (2) months following the shipment date to Licensee, provided that the BusinessObjects Personal Trainer Product is installed in a COE and otherwise deployed in accordance with the Agreement. (b) Rapid Deployment Template Products ("RDTs") are templates (i.e. metadata) and are not programs. RDTs are licensed "as is", without any Support Services. There shall be no new versions or Updates offered for RDTs. (c) Licensor reserves the right to end-of-life a particular Excluded Product. In this event, Licensor shall notify Licensee of the Excluded Product end-of-life decision. Subject to the terms of this Agreement, Licensor will provide, for a Excluded Product declared end-of-lifed, six (6) months of maintenance support (as defined above), from the declared end-of-life date, and then after this 6 month period, twelve (12) months of interactive assistance support, provided however that any such maintenance and interactive assistance support shall be provided solely with respect to the latest Major Release of the product declared end-of- lifed. "Excluded Product" means any Product (other than Crystal Enterprise, Crystal Reports, and Crystal Analysis) made generally available by Licensor prior to January 1, 2004, and includes the following products: Data Integrator 5.5.x, Data Integrator 6.0.x, Data Integrator 6.1.x, BusinessObjects 5.1.x, and BusinessObjects 6.1.x. EXHIBIT B Software License and Related Services Agreement Description of Product Use Rights The following product use rights apply to all licenses of Business Objects ("Licensor") Products. 1. LICENSE TYPES. 1.1. Named User License ("NUL"). When the Product is licensed on a Named User basis, each individual Named User must be specifically identified as the sole holder of a NUL. A Named User means one specifically identified individual authorized to access the Product. The individual Named User may access only those Product components for which he or she has obtained a NUL. The sharing of the NUL by more than one individual is expressly prohibited and is a material breach of this License Agreement. In addition, NUL(s) 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 Product. NUL(s) are assigned to a single Deployment, and may not be shared among different Deployments. A Deployment means for Business Objects products an installation utilizing a single Repository and/or Security Domain, and for Crystal products a single Crystal Management Server ("CMS") or CMS Cluster. 1.2. Concurrent Access License ("CAL"). When the Product is licensed on a Concurrent Access basis, Licensee obtains the right to provide access to the Product for any number of end users, provided that the aggregate number of end users accessing the Product at any one time does not exceed the number of CALs Licensee has obtained. CAL(s) are assigned to a particular Deployment, and may not be shared among different Deployments. When using CALs, Licensee may not utilize a program or system to cache or queue report requests. 1.3. Processor License. When the Product is licensed on a Processor basis, Licensee may run the Product on a predefined number of physical central processing units ("Processors"). The aggregate number of Processors running any Product components(s) (except, as to Crystal Enterprise, the Web Connector, SDK, Report Publishing Wizard and report viewers) may not exceed the number of Processors licensed. If the aggregate number of Processors on the server(s) running the Product component(s) exceeds the number of Processors licensed, Licensee must either (1) acquire Processor licenses for each Processor on the server(s) or (2) limit the server to run the Product only on the number of Processors licensed. 1.4. Server License. (A) "Server" means a computer with up to but no more than four (4) central processing units ("CPUs"). (B) Products licensed on a capped Server basis are limited to a certain number of Named Users. Products licensed on a Business Objects Server Unit ("BOSU") are licensed for up to 250 Named Users per Server, and are not limited to 4 CPUs. In the event that the maximum number of Named Users is exceeded, or if the needs of the Named Users require additional Servers, additional Product licenses must be purchased. (C) Products licensed on a data integration server unit ("DISU") are licensed per server for up to 4 CPUs. 1.5. Development License. If Licensee receives a Development License, Licensee may use the number and type of licenses acquired only to develop or test reports and applications. A Development License cannot be used in or transferred to a production environment. 1.6. Update License. If Licensee received the Product as an update to a previously licensed product, Licensee's license to use the Product is limited to the aggregate number of licenses Licensee has acquired for the previous product. If Licensee chooses to use the Product and the previous product simultaneously, the aggregate number of licenses used to access the Product and the previous product may not exceed the aggregate number of licenses Licensee acquired for the previous product. 1.7. Promotional License. If Licensee received the Product as a special offer or promotional license ("Promotional License"), Licensee may only use the Promotional Licenses with a new Deployment. Promotional Licenses may not be added to or used with an existing Deployment or Project. "Project" means one or more Deployments (a) providing the same or substantially similar Reports; (b) utilizing the same or a substantially similar custom application interface; or (c) used with applications consisting of related modules or components. 1.8. Limited Production License (Crystal Enterprise Embedded Edition only). If Licensee receives a Limited Production License, Licensee may install and use a single copy of the Product on a single server owned or operated by Licensee. Limited Production Licenses may not be added to or used with an existing Product Deployment or Project by combining additional Processor, Limited Production or Promotional Licenses, or by any other means. "Project" means one or more Deployments of the Product (a) providing the same or substantially similar reports; (b) utilizing the same or a substantially similar custom application interface; or (c) used with applications consisting of related modules or components. 1.9. LPAR License (DB2 Information Integrator only). A LPAR license permits use of the Product with a single data source on a single logical partition as implemented by IBM. 1.10. Restricted License. If you acquired the Product bundled or otherwise provided in combination with or for use with a third party product (OEM Application), you have acquired a Restricted License. You may use each licensed copy of the Product only in conjunction with the OEM Application with which it was provided. Accessing data that is not specifically created or processed by the OEM Application is in violation of this license. If the OEM Application requires the use of a data mart or data warehouse, the Product may be used with the data mart or data warehouse only to access data created or processed by the OEM Application. Restricted Licenses may not be combined with unrestricted licenses in the same Business Objects Deployment. 1.11. Evaluation/Not for Resale License. An Evaluation or Not For Resale license may be used on the number and type of licenses specified for the period specified on the Product packaging, ordering or shipping documentation. If the ordering or shipping documentation specifies a particular project, the Product may be used only with that project. An Evaluation or Not for Resale License may only be used for evaluation purposes and may not be used for production purposes. Notwithstanding any other provision of this Agreement, Products provided under an Evaluation or Not for Resale License are provided "AS-IS" without warranty of any kind, express or implied. An Evaluation License may be terminated by Business Objects at any time upon written notice to Licensee. 2.0 BUSINESS OBJECTS PRODUCT FAMILY 2.1 Analytic Modules. Licensee may only use the specific software (e.g. the analytics, metrics, KPIs, sets, universes) of the modules licensed, and shall not use any software that supports the entire BusinessObjects Analytics enterprise data model, unless Licensee licenses all analytic application modules. The Business Objects products included with the Analytic Module or Analytic Solution may only be used to customize the Analytic Module or Analytic Solution with which they were provided. 2.2 BusinessObjects Designer Product. A license for the BusinessObjects Designer Product grants Licensee the right to use the BusinessObjects Designer Product to create universes, and to test the universes using the Licensee's existing licenses to Licensor's Business Objects Product Family, with the exception of licenses to the following Products: BusinessQuery, BusinessObjects Knowledge Accelerator and BusinessObjects Set Analyzer. Licensee's right to use the existing licenses to Licensor's Products shall only be for proofing or validating universes, and not for production purposes. 2.3 BusinessObjects Enterprise and Options. BusinessObjects Enterprise is available in several editions and with Options which are governed by the following use terms. Licensee may not combine licenses for different editions of BusinessObjects Enterprise in a single Deployment. For example, if Licensee orders additional licenses for a Deployment on which BusinessObjects Enterprise Premium is installed, Licensee must purchase additional licenses of BusinessObjects Enterprise Premium. The Product may not be used by itself or as part of a system to automatically or regularly deliver, distribute or share Reports to persons outside of the BusinessObjects Enterprise environment (i.e., to persons not using the BusinessObjects Enterprise Framework to view reports via an intranet or internet; for example, to e-mail recipients using the Schedule to Destination feature) unless the recipient is a licensed user of BusinessObjects Enterprise or Licensee has acquired a Report Distribution License. "Report" means any work or document created using a Licensor software product, regardless of resulting file format. 2.3.1 BusinessObjects Enterprise Professional. BusinessObjects Enterprise Professional may be licensed on a NUL or Processor basis. The following Option licenses may be purchased for BusinessObjects Enterprise Professional Deployments: 2.3.1(a) BusinessObjects Enterprise Explorer Option. BusinessObjects Enterprise Explorer Option is licensed as an add- on to the total number of BusinessObjects Enterprise licenses in a single Deployment. The number and type of BusinessObjects Enterprise Explorer licenses must match the number and type of BusinessObjects Enterprise Professional licenses within that Deployment. 2.3.1(b) BusinessObjects Enterprise Auditor Option. A BusinessObjects Enterprise Auditor Option is licensed as an add-on to the total number of BusinessObjects Enterprise licenses in a single BusinessObjects Enterprise deployment. The number and type of BusinessObjects Enterprise Auditor Option licenses must match the total number and type of BusinessObjects Enterprise licenses in the Deployment where the BusinessObjects Enterprise Auditor Option licenses are utilized. 2.3.1(c) BusinessObjects Enterprise OLAP Access Option. BusinessObjects Enterprise OLAP Access Option is licensed as an add-on to the total number of BusinessObjects Enterprise licenses in a single BusinessObjects Enterprise Deployment. The number and type of BusinessObjects Enterprise OLAP Access Option licenses must match the number and type of BusinessObjects Enterprise licenses in the Deployment where the BusinessObjects Enterprise OLAP Access Option licenses are utilized. 2.3.2 BusinessObjects Enterprise Premium. BusinessObjects Enterprise Premium may be licensed on a NUL or Processor basis. BusinessObjects Enterprise Premium includes all the BusinessObjects Enterprise Add-Ons. 2.4 Report Distribution License. If Licensee acquires a Report Distribution License, Licensee has the right to automatically or regularly deliver, distribute or share Reports outside of the BusinessObjects Enterprise environment. The Report Distribution License is licensed on a NUL or Processor basis. If licensed on a NUL basis, each recipient of a report must have a NUL. If licensed on a Processor basis, the total number of Report Distribution License processor licenses must match the number of BusinessObjects Enterprise Processor licenses in the BusinessObjects Enterprise Deployment. 2.5 BusinessObjects, Dashboard Manager, Performance Manager, Application Foundation and WebIntelligence. BusinessObjects, Dashboard Manager, Performance Manager, Application Foundation and WebIntelligence may be licensed on a NUL or Processor basis. Each user of these products must also be a licensed user of BusinessObjects Enterprise. A Processor license of these products may be utilized only if BusinessObjects Enterprise is licensed on a Processor basis. 2.6 BusinessObjects Enterprise Publisher. BusinessObjects Enterprise Publisher is licensed on a NUL or Processor basis and requires matching number and type of Report Distribution Licenses. 2.7 BusinessObjects Rapid Marts Product. When licensing the BusinessObjects Rapid Marts Product, a license for BusinessObjects Data Integrator Product must also be obtained. If the BusinessObjects Rapid Marts Product is licensed with the BusinessObjects Data Integrator Product, an individual BusinessObjects Rapid Marts Product license must be obtained for each BusinessObjects Data Integrator Product license. Copying one BusinessObjects Rapid Marts Product license and then deploying it to other instances is prohibited. In addition to the foregoing, Licensee must license certain applicable application interfaces. 2.8 BusinessObjects Data Integrator Products. If Licensee desires to deploy a DISU license to access enterprise data sources such as packaged applications, mainframes, or technology infrastructure products ("Enterprise Data Sources"), Licensee must obtain individual BusinessObjects Data Integrator Interface licenses. If Licensee obtains the BusinessObjects Data Integrator Product, Licensee may build interfaces to source or target data stores using the BusinessObjects Developer Suite Integrator. 2.9 BusinessObjects Data Integrator Interfaces. When licensing the BusinessObjects Data Integrator Interfaces, licenses for BusinessObjects Data Integrator Product must also be obtained. An individual interface license must be acquired for each BusinessObjects Data Integrator Product license. If multiple instances of an Application, Technology, or Mainframe type are accessed by the BusinessObjects Data Integrator Interface, then one interface license must be acquired for each instance. If multiple instances of a Database type are accessed by the BusinessObjects Data Integrator Interface, then only one interface license must be acquired for that Database type. Unlike other Interfaces, Database interfaces are charged per database type and not per instance. 2.10 Advizor Designer Product. The Advizor Designer Product is licensed for development purposes only; and use in a production environment is strictly prohibited. 2.11 BusinessObjects Knowledge Accelerator Product. The BusinessObjects Knowledge Accelerator Product may be used to meet Licensee's employee training needs for the number of employees identified to Licensor ("Employees") and may not be used by or on behalf of any third party. Licensee shall purchase additional licenses equal to the number of additional or new Employees to be trained. Any customization tools included with the BusinessObjects Knowledge Accelerator Product (RWD Info Pak Simulator, Publisher and Web Architect) shall be used only for modifying or customizing the content developed by BusinessObjects Knowledge Accelerator Product, and only by two instructional designers and one administrator. Licensee shall not modify such tools, or use such tools to develop other content, including content related to other Licensor products. 2.12 Crystal Reports/Crystal Analysis Report Type Delivery Add-On. The Crystal Reports/Crystal Analysis Report Type Delivery Add-On license permits deployment of Crystal Reports and Crystal Analysis reports using Crystal Enterprise Technology to licensed users of a BusinessObjects Enterprise Deployment. The Crystal Reports/Crystal Analysis Report Type Delivery Add-On is licensed on a Named User or Processor basis. The Crystal Reports/Crystal Analysis Report Type Delivery Add-On licenses may only be used to deliver Crystal Reports and Crystal Analysis reports to users of the associated Business Objects Deployment. The number and type of Add-On licenses must match the number and type of licenses in the associated BusinessObjects Enterprise Deployment. If the BusinessObjects and Crystal Enterprise technologies are combined in a single infrastructure product and Licensee is entitled to receive the combined product under Support Services, the number and type of licenses provided to Licensee for the combined product will be based on the number and type of licenses of the associated BusinessObjects Enterprise Deployment and will not be increased by the number of Crystal Reports/Crystal Analysis Report Type Delivery Add-On licenses. 3.0 CRYSTAL DECISIONS PRODUCT FAMILY 3.1 Crystal Enterprise and Add-Ons. Crystal Enterprise is available in several editions and with optional add-ons which are governed by the following use terms. Licensee may not combine licenses for different editions of Crystal Enterprise in a single Deployment. For example, if Licensee orders additional licenses for a Deployment on which Crystal Enterprise Premium is installed, Licensee must purchase additional licenses of Crystal Enterprise Premium. The Product may not be used by itself or as part of a system to automatically or regularly deliver, distribute or share Reports to persons outside of the Crystal Enterprise environment (i.e., to persons not using the Crystal Enterprise Framework to view reports via an intranet or internet; for example, to e-mail recipients using the Schedule to Destination feature) unless Licensee has acquired a Report Distribution License. "Report" means any work or document created using a Licensor software product, regardless of resulting file format. A "Deployment" of Crystal Enterprise means a single Crystal Management Server ("CMS") or CMS Cluster. 3.1.1 Crystal Enterprise Express. Crystal Enterprise Express may be licensed only on a NUL basis and may be deployed only on a single server. Licensee may use Crystal Enterprise Express to publish and distribute one, not both, of Crystal's proprietary report format types (.rpt or .car). Licensee may not (i) extend or modify the Product using any application programming interface, (ii) modify an existing user interface of the Product, or (iii) create a new user interface for the Product. Licensee may not use Crystal Enterprise Express with any Licensor or third-party add-ons or plug-ins. 3.1.2 Crystal Enterprise Professional. Crystal Enterprise Professional may be licensed on a CAL, NUL, combination of CAL and NUL, or Processor basis; and may be deployed across multiple servers. Licensee may use Crystal Enterprise Professional to publish and distribute one, not both, of Crystal's proprietary report format types (.rpt or .car). Licensee may not use the auditing database in the Crystal Configuration Manager or enable auditing on a server through the Crystal Management Console unless Licensee has obtained an Auditor License as described below. The following Add-On licenses may be purchased for Crystal Enterprise Professional Deployments: 3.1.2.1 Crystal Explorer (Report Modification). Crystal Explorer is licensed as an add-on to the total number of Crystal Enterprise licenses in a single Deployment. The number and type of Crystal Explorer licenses must match the number and type of Crystal Enterprise Professional licenses within that Deployment. 3.1.2.2 Auditor License. If Licensee acquires an Auditor License Licensee may use the Product to set up an auditing database in the Crystal Configuration Manager and/or enable auditing on a server through the Crystal Management Console. An Auditor License is licensed as an add-on to the total number of Crystal Enterprise licenses in a single Crystal Enterprise Deployment. The number and type of Auditor Licenses must match the total number and type of Crystal Enterprise licenses in the Deployment where the Auditor Licenses are utilized. 3.1.2.3 OLAP Access License. If Licensee acquires an OLAP Access License Licensee may use the Product to publish and distribute both of Crystal's proprietary report format types (.rpt and .car). OLAP Access License is licensed as an add-on to the total number of Crystal Enterprise licenses in a single Crystal Enterprise Deployment ("Deployment Wide License"). If licensed as a Deployment Wide License, the number and type of OLAP Access licenses must match the number and type of Crystal Enterprise licenses in the Deployment where the OLAP Access licenses are utilized. 3.1.2.4 Live Office License. Live Office is licensed as an add- on to the total number of Crystal Enterprise licenses in a single Deployment. The number and type of Live Office Licenses must match the number and type of Crystal Enterprise Professional licenses within that Deployment. If Licensee acquires additional Crystal Enterprise Professional licenses for that Deployment, Licensee must acquire Live Office Licenses for the additional Crystal Enterprise licenses. 3.1.3 Crystal Enterprise Premium. Crystal Enterprise Premium may be licensed on a CAL, NUL, combination of CAL and NUL, or Processor basis; and may be deployed on multiple servers. Crystal Enterprise Premium includes all the Crystal Enterprise Professional Add-Ons defined above. 3.1.4 Crystal Enterprise Embedded Edition. Crystal Enterprise Embedded Edition may be licensed on a Processor or Limited Production basis and may be deployed on multiple servers. 3.1.5 Report Distribution License. If Licensee acquires a Report Distribution License, Licensee may use the Product to automatically or regularly deliver, distribute or share Reports outside of the Crystal Enterprise environment. A Report Distribution License may only be utilized on a single Crystal Enterprise Deployment. A Report Distribution License may not be utilized with a Deployment of Crystal Enterprise Express. 3.1.6 Crystal Offline Viewer. The license to the Crystal Enterprise Professional and Premium also includes a limited license to use the Product component known as the "Crystal Offline Viewer" as such component may be more fully described in the Product's documentation. Licensee may install and use the Crystal Offline Viewer on multiple computers under Licensee's control in the United States, and any other country to which the Product is legally exported, provided that the Crystal Offline Viewer is used only to view reports generated by the Product as permitted by and subject to the terms and conditions contained in this Agreement. 3.1.7 BusinessObjects/WebIntelligence Report Type Delivery Add-On. The BusinessObjects/WebIntelligence Report Type Delivery Add-On license permits deployment of BusinessObjects and WebIntelligence reports using BusinessObjects technology to users of a Crystal Enterprise Deployment. The BusinessObjects/WebIntelligence Report Type Delivery Add-On is licensed on a Named User, Concurrent Access License or Processor basis. BusinessObjects/WebIntelligence Report Type Delivery Add-On licenses may only be used to deliver BusinessObjects and WebIntelligence reports to users of the associated Crystal Enterprise Deployment. The number and type of Add-On licenses must match the number and type of licenses in the associated Crystal Enterprise Deployment. If the BusinessObjects and Crystal Enterprise technologies are combined in a single infrastructure product and Licensee is entitled to receive the combined product under Support Services, the number and type of licenses provided to Licensee for the combined product will be based on the number and type of licenses of the associated Crystal Enterprise Deployment and will not be increased by the number of BusinessObjects/WebIntelligence Report Type Delivery Add-On licenses. 3.2 Crystal Analysis Professional. Crystal Analysis Professional is licensed on a Named User basis. 3.3 Crystal Reports. Crystal Reports is available in several editions and with optional add-on licenses to increase scalability. 3.3.1 Crystal Reports Standard And Professional. Crystal Reports Standard and Professional are licensed on a Named User basis. 3.3.2 Crystal Reports Developer And Advanced Designer Tools. Crystal Reports Developer and Advanced include Designer Tools and Runtime Product. The Crystal Reports report design application and utilities installed by the Crystal Reports setup program ("Designer Tools") are licensed on a Named User basis. 3.3.3 Crystal Reports Developer And Advanced Runtime Software. 3.3.3.1 Definitions Applicable to Crystal Reports Developer and Advanced "Access" means to connect to the Runtime Product either directly or indirectly through any middle tier application(s). "Client Application" means an application developed by Licensee that a) utilizes the Runtime Product, 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 Product. "Deployment" or "Deploy" means installing into production Client Applications and/or Server Applications on one or more computers within Licensee's company or organization only in connection with Licensee's internal business purposes. "Distribution" or "Distribute" means selling, leasing, licensing or redistributing Client Applications and/or Server Applications to third party end users external to Licensee's company or organization. "Processor" means a single physical central processing unit or CPU. "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. "Runtime Product" means the version specific files and application program interfaces (APIs) specified in the RUNTIME.TXT file provided with the Product. "Server Application" means an application developed by Licensee that a) utilizes the Runtime Product, b) allows more than one user to access the Runtime Product either directly or indirectly through any middle tier application(s), and c) adds significant and primary functionality to the Runtime Product. A Client Application installed in a Windows Terminal Server environment (e.g. Citrix or Microsoft Remote Desktop Platform) is a Server Application. 3.3.3.2 Use of the Runtime Product. Licensee may install and use a single copy of the Runtime Product to develop Client Applications and Server Applications. The Distribution and Deployment terms and conditions differ based on the type of applications Licensee develop, as described in the following sections. 3.3.3.3 Deployment and Distribution of Client Applications. Licensor grants Licensee a personal, nonexclusive, limited license to Deploy, reproduce and Distribute Client Applications to end users, if Licensee complies with all of the terms of this license agreement, including without limitation section 3.3.3.6. Crystal Reports Advanced Developer includes the right to develop and Deploy Client Applications utilizing the Report Creation API ("RCAPI"). If Licensee Distributes Client Applications utilizing the RCAPI ("RCAPI Applications"), Licensee must obtain a license from Licensor to do so. Additional information is available at the Business Objects web site (http://www.businessobjects.com/products/reporting/crystalreports /licensing/default.asp). If Licensee obtains a license from Licensor to distribute RCAPI Applications to third parties, Licensee may reproduce and Distribute copies of RCAPI Applications to end users so long as Licensee complies with all of the terms of such license and this license agreement, including without limitation section 3.3.3.6. 3.3.3.4 Deployment of Server Applications. Licensee may Deploy multiple Server Applications within Licensee's organization provided that each Server Application or Project may Access the Runtime Product on only one Processor. Under no circumstances may Licensee allow a Server Application or Project to Access the Runtime Product on more than one Processor by combining additional Product licenses, other Licensor products that include the Runtime Product, promotional offers of any kind, or by any other means, unless Licensee acquires additional Processor licenses for additional Runtime Product scalability. 3.3.3.5 Distribution of Server Applications. This Agreement does not in itself give Licensee any right to Distribute Server Applications to third parties. If Licensee wants to Distribute Server Applications to third parties, Licensee must obtain a license from Licensor to do so. Additional information is available at the Business Objects web site (http://www.businessobjects.com/products/reporting/crystalreports /licensing/default.asp). If Licensee obtains a license from Licensor to distribute Server Applications to third parties, Licensee may reproduce and Distribute copies of Server Applications to end users of Server Applications so long as Licensee complies with all of the terms of such license and this license agreement, including without limitation section 3.3.3.6. 3.3.3.6 Runtime Product Distribution Requirements. If Licensee Distributes the Runtime Product to third parties pursuant to sections 3.3.3.3 or 3.3.3.5, Licensee agrees to comply with the following requirements: (a) Licensee Distributes copies of the Runtime Product solely as a part of an application that adds specific and primary functionality to the Runtime Product or the associated application; (b) Licensee remains solely responsible for support, service, upgrades, and technical or other assistance, required or requested by anyone receiving such Runtime Product copies or sample applications; (c) Licensee does not use the name, logo, or trademark of Licensor, or the Product, without prior written permission from Licensor; (d) Licensee will defend, indemnify and hold Licensor harmless against any claims or liabilities arising out of the use, reproduction or distribution of Runtime Product; (e) Licensee shall not distribute the Runtime Product with any general-purpose report writing, data analysis or report delivery product or any other product that performs the same or similar functions as Licensor product offerings; (f) Licensee shall secure the end user's ("End User") consent to terms substantially similar to the following: End User agrees not to alter, disassemble, decompile, translate, adapt or reverse-engineer the Runtime Product or the report file (.RPT) format; End User agrees not to distribute the Runtime Product to any third party; End User agrees not to use the Runtime Product to create for distribution a product that is generally competitive with Licensor product offerings; End User agrees not to use the Runtime Product 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 Licensor; End User agrees not to use the Product on a rental or timesharing basis or to operate a service bureau facility for the benefit of third-parties; Licensor 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. Licensor AND ITS SUPPLIERS SHALL HAVE NO LIABILITY WHATSOEVER FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, COVER OR OTHER DAMAGES ARISING UNDER THIS AGREEMENT OR IN CONNECTION WITH THE SOFTWARE. 3.3.4 Crystal Reports Runtime Software Processor License. Scalability of Server Applications utilizing the Runtime Product can be increased by acquiring Runtime Product Processor Licenses. The Runtime Product may be installed and executed upon the number of Processors licensed.