SICSTUS PROLOG

ACADEMIC SOFTWARE LICENSE AGREEMENT

By ordering the Software (as defined below) this Software License Agreement (the Agreement) will be a binding Agreement between you—(the Licensee)—and SICS Swedish ICT AB, PO Box 1263, SE-164 29 Kista, Sweden (SICS), whereby the Licensee will use the Software under the terms and conditions set forth below.

1 Definitions

1.1 Software means the software products, SICStus Prolog, version 4, delivered as binary code and Documentation delivered by SICS to the Licensee.

1.2 Documentation means all documentation in machine readable form of the accompanying manuals (User's Manual and Release Notes) that is provided with the Software.

1.3 Application Programs means the Licensee's stand-alone applications developed on the Software and packaged with the parts of the Software known as bin/sprt*.*, lib/libsprt*.*, and any files from library/, where these paths are relative to the installation directory.

1.4 Acceptance Date means the last day of the month in which the Licensee is ordering the software.

1.5 Maintenance means bug fixes and error corrections in writing.

1.6 Site means: a branch or campus of a public institution such as a university.

2 Grant of License

2.1 Subject to the terms and conditions of this Agreement, SICS hereby grants the Licensee, and the Licensee accepts, a non-exclusive, non-transferable, paid-up license to use the Software only on the Site as follows:

2.2 The Licensee will make available to SICS any improvements, corrections and modifications introduced by the Licensee to the Software together with any and all documents and know-how related thereto. Such documents, in English, will be furnished without any charge, except delivery costs to SICS at request in each case.

2.3 The Licensee will grant to SICS without any charge a non-exclusive right to use such Licensee's know-how as is furnished to SICS under this Agreement and a non-exclusive license to exercise such Licensee's copyrights and patents relating to the Software, inclusive of sub-licensing of said Licensee's know-how, copyrights and patents in connection with SICS's licensing of the Software.

2.4 Subject to the terms and conditions of this Agreement and upon payment of the Sub-licensing Right Fee stated in Exhibit B, SICS grants the Licensee a non-exclusive, non-transferable, time-limited right to sub-license the binary code of the Software to individual students registered with the Licensee free-of-charge pursuant to the conditions stated in Exhibit D. The grant of right to sub-license the binary code of the Software shall remain in force as long as the Licensee is provided Maintenance according to Section 5 of this Agreement.

3 Ownership

By virtue of this Agreement the Licensee acquires only the rights in Section 2 Grant of License. All right, title and interest in the Software remains with SICS. However, the Software consists of modules for which there are and shall remain other exclusive owners. Such other owners are specified in Exhibit A.

4 Warranty

Provided that the Licensee has paid the applicable fees, SICS warrants to the Licensee for a period of three months from the Acceptance Date that the Software will substantially perform the functions described in the Documentation provided by SICS. If SICS finds a substantial deviation in the Software's performance during this period, SICS will use its best efforts to replace or modify the Software so that it performs substantially in accordance with the Documentation.

Other than as stated in this Section 4, there is no representation or warranty, express or implied, as to any matter whatsoever, including without limitation, the condition of the software, its merchantability or fitness for a particular purpose.

5 Maintenance

5.1 Maintenance is included the first year from the Acceptance Date. From the second year a Maintenance Fee will apply according to the fees listed in Exhibit B.

5.2 Maintenance of the Software under this Agreement is available for not longer than 12 months after a new version of the Software becomes generally available.

5.3 SICS undertakes to make reasonable efforts to provide the Licensee the following Maintenance in respect to the use of the Software, as stated in this Section 5.4 through 5.8.

5.4 Any reproducible error(s) for which verification is required shall be reported in writing to SICS. The Licensee undertakes, before an Error(s) report is sent to SICS, to ascertain that the Error(s) has not already been reported by SICS; verify that the Error(s) is reproducible; and provide to SICS, in machine readable form, all the information necessary to reproduce the Error(s). SICS undertakes to confirm receipt of the Error(s) report in writing to the Licensee; analyze the Error(s) report and verify the existence of the Error(s); and, if the reported Error(s) seriously affects the use of the Software and can be circumvented, to create a temporary solution.

5.5. SICS shall in writing provide answers to questions regarding installation, configuration and documentation, as well as generally advise regarding submitted reports on Error(s).

5.6 SICS shall make available to the Licensee all updates of the Software as soon as these have been made generally available by SICS.

5.7 SICS shall advise the Licensee of new versions of the Software as soon as they have been made generally available.

5.8 SICS will have no obligation to correct defects or difficulties due to the Licensee modifying the Software, changing its system or computer environment, using the Software on equipment not recommended by SICS or installing it in a way not recommended by SICS, or other causes external to the Software. Such recommendations are found in the Release Notes which are part of the Software delivered by SICS.

6 Indemnification

To the best of SICS's knowledge the Software or the use thereof does not infringe any third party's rights. SICS shall have no responsibility whatsoever for any claims of infringements of patents, trademarks, industrial designs, copyrights or other property rights affecting the Licensee's use of the Software.

The foregoing states the entire liability and obligation of SICS with respect to infringement or claims of infringement of any patent, copyright, trade secret, or any other proprietary right.

7 Non-Disclosure

By virtue of this Agreement, the parties may have access to information that is confidential to one another (Confidential Information). Confidential Information shall be limited to the Software and all information clearly marked as confidential.

A party's Confidential Information shall not include information which a) is or becomes a part of the public domain through no act or omission of the other party; or b) was in the Licensee's lawful possession prior to the disclosure and had not been obtained by the Licensee either directly or indirectly from SICS; or c) is lawfully disclosed to the other party by a third party without restriction of disclosure; or d) is independently developed by the other party; or e) is distributed as permitted under this agreement with Application Programs.

The parties agree, both during the term of this Agreement and for a period of five years after termination of the Agreement and of all licenses granted hereunder, to hold each other's Confidential Information in confidence. The parties agree not to make each other's Confidential Information available in any form to any third party or to use each other's Confidential Information for any other purpose than the implementation of this Agreement. Each party agrees to take all reasonable steps to ensure that Confidential Information is not disclosed or distributed by its employees, students or agents in violation of the provisions of this Agreement.

8 Limitation of Liability

SICS shall not be liable to the Licensee for any loss or damage whatsoever or howsoever caused arising directly or indirectly in connection with this agreement, the software, its use or otherwise.

Notwithstanding the generality of the above, SICS expressly excludes liability for consequential loss or damage which may arise in respect of the software, its use, the system or in respect of other equipment or property, or for loss of profit, business revenue, goodwill or anticipated savings.

Regardless of whether any remedy fails of its essential purpose, in no event will SICS be liable for incidental, indirect, special or consequential damages, notwithstanding being aware of the possibility of such damages.

9 Termination

If either party defaults in the material performance of any provision of this Agreement, then the non-defaulting party may give written notice to the defaulting party that if the default is not cured within thirty (30) days the Agreement will be terminated. If the non-defaulting party gives such notice and the default is not cured in the non-defaulting party's reasonable opinion during the thirty day period, the Agreement will terminate immediately upon notice by the non-defaulting party.

Termination of this Agreement shall not limit either party from pursuing any other remedies available to it, including injunctive relief, nor shall such termination relieve the Licensee's obligation to pay all fees that accrued prior to termination.

If a license granted in this Agreement is terminated, the Licensee shall a) cease using, copying and sub-licensing the Software and Documentation, and b) certify to SICS within one month after termination that the Licensee has destroyed or has returned the Software and Documentation including all copies thereof. This requirement applies to copies in all forms, partial and complete, and all types of media and computer memory and whether or not modified or merged into other materials.

Use of Application Programs distributed by the Licensee to its customers and use of the Software sub-licensed by the Licensee to its students in accordance with this Agreement shall not be affected by the termination of this Agreement.

10 Term

The Software shall be under license effective from the Acceptance Date and shall remain in force until the Licensee discontinues the use of the Software; or the license is otherwise terminated as provided herein. New versions of the Software are available under separate agreement and are not covered or provided by this license.

11 Entire Agreement

This Agreement, including Exhibit A, Exhibit B, Exhibit C, and Exhibit D, sets forth the entire agreement and understanding of the parties relating to the subject matter herein and merges all prior agreements, discussions, and understandings between them.

12 Governing Law, Arbitration

This Agreement shall be governed by and construed in accordance with the substantive laws of Sweden.

All disputes, differences or questions between the parties to the Agreement with respect to any matter arising out of or relating to the Agreement shall be finally settled under the Rules of Conciliation and Arbitration of the International Chamber of Commerce, in Stockholm, by three (3) arbitrators appointed in accordance with the said Rules and the proceedings shall be conducted in the Swedish language.

All awards may if necessary be enforced by any court having jurisdiction in the same manner as a judgment in such court.


EXHIBIT A

List of software modules owned by third parties distributed by SICS with the SICStus Prolog Software.

CHR
© Katholieke Universiteit, Leuven. The full copyright notice is in the file library('chr.pl').
clp(Q,R)
© Austrian Research Institute for Artificial Intelligence.
clp(R) examples
© Monash University.
console.c
© Jan Wielemaker.
PiLLoW
© Technical University of Madrid.
prolog.el
© Free Software Foundation.
MD5 Message-Digest Algorithm
© RSA Data Security, Inc.
qsort.ic
© Regents of the University of California. The full copyright notice is in the file library('clpfd/qsort.ic').
strtod.c
© AT&T. The full copyright notice is in the file library('strtod.h').
library(xml)
in the public domain.
library(plunit)
© University of Amsterdam.
library('zinc/globals.mzn'), library('zinc/examples')
in the public domain.
zlib compression library
in the public domain

EXHIBIT B

Fees applicable to SICStus Prolog release 4 exclusive Value Added Tax (VAT). The fees are subject to change by SICS once a year. For customers in Sweden there will be Swedish VAT added (at present 25%).

One Time License Fee

Yearly Maintenance Fee

The Licensee will be deemed the registered subscriber to SICS Maintenance services for a period of one (1) year from the Acceptance Date. The subscription will be prolonged for a period of one (1) year at a time - upon timely receipt of payment of the Maintenance Fee.

Maintenance Reinstatement Fee

This Maintenance Reinstatement Fee is applicable where the Licensee wishes to reinstate a lapsed Maintenance Service contract.

Sub-licensing (Optional)

The Licensee registered as a subscriber to SICS Maintenance services is granted a time-limited right to sub-license the binary code of the Software to individual students registered with the Licensee free-of-charge pursuant to the conditions stated in Exhibit D. The grant of right to sub-license will be prolonged for a period of one (1) year at a time upon timely receipt of payment of the Maintenance Fee.

Payment Terms

Any amounts payable under this Agreement are net amounts and are payable in full to SICS without any deduction for any withholding taxes. The Licensee agrees to pay any withholding taxes due directly to the relevant taxing authority. The Licensee shall make payment to SICS within thirty (30) days after date of invoice. The Maintenance Fee shall be payable yearly within thirty (30) days after expiration of the current Maintenance Service period.


EXHIBIT C

Contact Points at SICS

Ordering information

Email: sicstus-request@sics.se
Fax:   +46 8 751 7230
Phone: +46 8 633 1500

Contract Administration/Invoicing

Email: sicstus-contract@sics.se
Fax:   +46 8 751 7230
Phone: +46 8 633 1500

Maintenance Contact

Email: sicstus-support@sics.se
Fax:   +46 8 751 7230
Phone: +46 8 633 1500

Contact Points at The Licensee

(please use block letters)

Contract Administration/Invoicing

Title/Name: ___________________________________________

Email: ________________________________________________

Fax:   ________________________________________________

Phone: ________________________________________________

Address: ______________________________________________

VAT number (where applicable): ________________________

Your Purchase Order Number:____________________________

Maintenance Contact

Title/Name: ___________________________________________

Email: ________________________________________________

Fax:   ________________________________________________

Phone: ________________________________________________

Address: ______________________________________________

Research/Educational Contact

Title/Name: ___________________________________________

Email: ________________________________________________

Fax:   ________________________________________________

Phone: ________________________________________________

Address: ______________________________________________

Platform Details

Hardware model: _______________________________________

Operating system: _____________________________________

EXHIBIT D (Student Sub-licensing)

SICSTUS PROLOG

STUDENT SOFTWARE LICENSE AGREEMENT

By receiving the Software (as defined below) this Software License Agreement (the Agreement) will be a binding Agreement between you - as the Student - (the Student) and SICS, SICS Swedish ICT AB, PO Box 1263, SE-164 29 Kista, Sweden (SICS).

1 Definitions

1.1 Software means the software product, SICStus Prolog, version 4, except facilities for generating Runtime Systems, delivered as binary code and Documentation delivered by SICS to the Student.

1.2 Documentation means all documentation in machine readable form (User's Manual and Release Notes) that is provided with the Software.

2 Grant of License

2.1 Subject to the terms and conditions of this Agreement, SICS hereby grants the Student, and the Student accepts, a non-exclusive, non-transferable license to use Software as follows:

3 Ownership

By virtue of this Agreement the Student acquires only the rights in Section 2, Grant of License. All right, title and interest in the Software remains with SICS. However, the Software consists of modules for which there are and shall remain other exclusive owners. Such other owners are specified in Exhibit A.

4 Warranty

The Software is distributed as is.

Other than as stated in this Section 4, there is no representation or warranty, express or implied, as to any matter whatsoever, including without limitation, the condition of the software, its merchantability or fitness for a particular purpose.

5 Maintenance

No Maintenance is included.

6 Indemnification

To the best of SICS's knowledge the Software or the use thereof does not infringe any third party's rights. SICS shall have no responsibility whatsoever for any claims of infringements of patents, trademarks, industrial designs, copyrights or other property rights affecting the Student's use of the Software.

The foregoing states the entire liability and obligation of SICS with respect to infringement or claims of infringement of any patent, copyright, trade secret, or any other proprietary right.

7 Non-Disclosure

The Student undertakes (i) to keep in confidence all such information concerning the Software received under this Agreement, (ii) to use such information exclusively for the purpose stated in Section 2, and (iii) to prevent the disclosure of such information.

8 Limitation of Liability

SICS shall not be liable to the Student for any loss or damage whatsoever or howsoever caused arising directly or indirectly in connection with this agreement, the software, its use or otherwise.

Notwithstanding the generality of the above, SICS expressly excludes liability for consequential loss or damage which may arise in respect of the software, its use, the system or in respect of other equipment or property, or for loss of profit, business revenue, goodwill or anticipated savings.

Regardless of whether any remedy fails of its essential purpose, in no event will SICS be liable for incidental, indirect, special or consequential damages, notwithstanding being aware of the possibility of such damages.