SICSTUS PROLOG

COMMERCIAL SOFTWARE LICENSE AGREEMENT

By ordering the Software (as defined below) this Software License Agreement (the Agreement) will be a binding Agreement between you—as the Licensee including all your employees, if any—(the Licensee) and SICS, Swedish Institute of Computer Science AB, PO Box 1263, SE-164 29 Kista, Sweden (SICS).

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 User means a physical person permitted to use the Software in accordance with this Agreement.

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 up to the Number of Users paid for as follows:

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

The Licensee 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 outside the Licensee's organisation except for information which is distributed as permitted under this agreement with Application Programs.

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.

If the Licensee is furnishing Application Programs to a third party by contract, the Licensee shall obtain from such third party a provision affording SICS and its suppliers the protection of this Section.

9 Termination

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

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 and copying 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 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, and Exhibit C, sets forth the entire agreement and understanding of the parties relating to the subject matter herein.

12 Governing Law

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


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 Single User License Fee

One Time License Fee For Five (5) Or More Users

Application Program 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.

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: ______________________________________________

Platform Details

Hardware model: _______________________________________

Operating system: _____________________________________