END USER LICENSE AGREEMENT - ROCKET D3/mvBase PRODUCTS
Rev. 12-01-13
THANK YOU FOR CHOOSING THE ACCOMPANYING ROCKET SOFTWARE (TOGETHER WITH ITS 
ACCOMPANYING DOCUMENTATION, THE "SOFTWARE"). THIS LICENSE IS THE LEGAL 
AGREEMENT ("AGREEMENT") BETWEEN YOU, THE CUSTOMER WHO HAS ACQUIRED THIS 
SOFTWARE ("YOU") AND THE AUTHORIZED VENDOR - EITHER ROCKET SOFTWARE INC   
("ROCKET") OR ITS AUTHORIZED VALUE ADDED RESELLER - FROM WHOM YOU ACQUIRED THE 
SOFTWARE ("VENDOR"). PLEASE READ THIS AGREEMENT CAREFULLY.
VENDOR IS ONLY WILLING TO PROVIDE THE SOFTWARE TO YOU ON THE CONDITION THAT 
YOU ACCEPT ALL OF THE TERMS CONTAINED IN THIS AGREEMENT. YOU ACCEPT THIS 
AGREEMENT BY INSTALLING OR USING THE SOFTWARE.
IF YOU ARE UNWILLING TO ACCEPT THIS AGREEMENT, DO NOT USE THE SOFTWARE. IF 
YOU HAVE ALREADY PAID FOR THE SOFTWARE WITHOUT HAVING A PRIOR OPPORTUNITY 
TO REVIEW THIS AGREEMENT, AND ARE UNWILLING TO AGREE TO THESE TERMS, YOU MAY, 
WITHIN TEN (10) DAYS AFTER THE DATE ON WHICH YOU ACQUIRED THE SOFTWARE, 
RETURN IT TO VENDOR, ALONG WITH ITS ORIGINAL PACKAGING AND PROOF-OF-
PURCHASE, FOR A FULL REFUND.
 1.	OWNERSHIP. Notwithstanding anything in this Agreement to the contrary, Software (exclusive of its physical 
        packaging) is licensed. It is not sold. The Software, and all worldwide copyright and other intellectual property 
        rights therein, are the exclusive property of Rocket and its suppliers. All rights in and to the Software not expressly 
        granted to you in this Agreement are reserved by Rocket and its suppliers. Nothing in this Agreement will be deemed 
        to grant, by implication, estoppel or otherwise, a license under any of Rocket's existing or future patents. You 
        agree that you will not, at any time, contest anywhere in the world Rocket's or its supplier's ownership of the 
        Software, nor will you challenge the validity of Rocket's or its suppliers' rights to the Software.
 2.	LICENSES.
       2.1	Evaluation/Demonstration License.  Subject to the terms and conditions of this 
                Agreement, if you have acquired an evaluation version of the Software, then Vendor grants you a limited, non-
                transferable, non-exclusive license to install and execute the Software, in object code format only, for your own internal 
                use solely for purposes of evaluating or demonstrating the Software for up to four (4) weeks from the date that Vendor 
                delivers or delivered the Software to you or such other term as set forth on the invoice, license certificate or other 
                documentation issued to you by Vendor in connection with the Software.
       2.2	Server License.  Subject to the terms and conditions of this Agreement, including payment by 
                you of the applicable license fees, Vendor grants you a limited, non-exclusive, non-transferable license during the term 
                of this Agreement to install and execute the Software, in object code format only, on one (1) computer ("Licensed 
                Server") for your own commercial business purposes, including the creation and deployment of applications using 
                the Software.  You may have only one (1) copy of the Software on the Licensed Server, so this license permits you 
                to operate the Software either directly on the Licensed Server (without virtualization or other  emulation) or on one 
                (1) virtual (or otherwise emulated) hardware system on one Licensed Server. Under this license, you may only allow 
                as many individual users to concurrently use or otherwise access the Software as the number of Seats that you have 
                purchased. A "Seat" is the right to permit one (1) individual to use or otherwise access the Software at any one time. The 
                number of Seats that you have purchased will be indicated on the invoice, license certificate or other documentation 
                issued to you by Vendor in connection with the Software, and if not so indicated will be equal to one (1). If you make 
                Software available to end users through an intermediate process or server, such as an application server or a Web 
                server, then you must provide a separate persistent session for each user who accesses the Software, and you may 
                only have as many sessions open at one time as the number of Seats that you have purchased. You may not 
                combine transactions from multiple users onto a single session. A session must persist for a reasonable period of 
                time commensurate with the time an individual user actually spends interacting with the Software, so long as you do not 
                combine transactions from multiple users onto a single session.
       2.3	Backup (Hot Backup or Fast Fault Recovery) and Archive.  You may make one (1) 
                archive copy of the Software, so long as you never use such archive copy for any purpose other than to replace the 
                original copy of the Software provided to you by Vendor if such copy is damaged or destroyed. You must reproduce on 
                such archive copy all proprietary rights notices (including copyright and trademark notices) of Vendor or its suppliers 
                displayed on, in or by the Software. Subject to the terms and conditions of this Agreement, if you have purchased a hot 
                backup or fast fault recovery license, then Vendor also grants you a non-exclusive, non-transferable limited license 
                during the term of this Agreement to install and execute one (1) copy of the Software, in object code format only, 
                on one (1) computer in addition to the Licensed Server (either directly without virtualization or other emulation or on 
                one (1) virtual or otherwise emulated hardware system) solely for the purpose of providing one (1) hot backup copy 
                ("Backup Copy") for the copy of the Software installed pursuant to Section 2.2 ("Production Copy"). The Backup Copy 
                may not be used to perform any operation other than to mirror operations performed on the Production Copy unless 
                the Production Copy is unavailable due to a system malfunction. If the Production Copy is unavailable due to a 
                system malfunction, then you may use the Backup Copy subject to and in accordance with the license granted under 
                Section 2.2 until such time as the Production Copy is restored to operation.
       2.4	No Separation of Components.  The Software is licensed as a single unit and 
                components of the Software may not be installed on more than one (1) computer (including any virtual (or 
                otherwise emulated) hardware system, except that you may install and execute Client Components of the Software on 
                multiple computers in your possession as part of applications solely for interacting with a single Licensed Server on 
                which the database functionality of the Software has been installed. A "Client Component" is a component of the 
                Software expressly designated by Rocket as a component intended for running on client workstations and that does not 
                include any database functionality.
       2.5	Applications.  You may not use the Software or technical information, such as application 
                program interfaces ("API"s"), provided under this Agreement to develop, support, maintain or demonstrate applications that 
                are distributed to or intended for distribution to third parties. Under no circumstances may you transfer to any third 
                party an application that contains the Client Components or any other part of the Software. If you would like to develop 
                applications for third parties using the Software, you must enter into a separate value-added reseller agreement with 
                Rocket or its authorized distributor. Please contact Rocket for more details.
       2.6	Upgrades.  Software licensed under this Agreement covers any future maintenance 
                releases, upgrades or other versions thereto that you may acquire unless such versions are subject to a separate 
                license agreement. If you acquired this Software as an "upgrade" to a previously installed version (as indicated on the 
                packaging that accompanies the Software or on the invoice, license certificate or other documentation issued to you by 
                Vendor in connection with the Software), then you may not continue to use the previously installed version once you 
                install this upgrade.
       2.7	High Risk Activities.  The Software is not fault tolerant and is not intended for use in high-
                risk activities. You may not use the Software or any application in the design, construction, operation or 
                maintenance of any nuclear facility or weapon of mass destruction, or for the purpose of aircraft navigation or 
                control or any other activity in which the failure of the Software or an application could result in loss of human life, 
                personal injury or property damage.
3.	ACTIVATION CODES.  License rights are granted hereunder for a specific copy of Software as identified by 
        a unique serial number. You may not exercise license rights granted for use with one serial number with a copy of 
        Software having a different serial number. To install Software, you may need to obtain and enter an activation code from 
        Vendor. This code will only work with a single specific Licensed Server. Subject to the applicable license limitations 
        set forth above, you may move Software from one Licensed Server to another, as a replacement, but installation of 
        Software on each new Licensed Server will require you to obtain and enter a replacement activation code. During the 
        term of your license, Vendor will provide you with up to three (3) replacement activation codes every eighteen (18) 
        months under this Agreement. Additional codes will be provided only upon payment of Vendor's then-current fee. If 
        the license granted to you under this Agreement is for a limited term, then the activation code will expire - and 
        the Software will no longer continue to operate - upon expiration of the limited license term. In that 
        case, to continue using the Software, you will need to purchase a new license from Vendor, if 
        available, at then current prices and terms.
4.	RESTRICTIONS ON USE.  You may not: (a) modify, adapt, alter, translate, or create derivative works of 
        the Software; (b) merge the Software with other software other than as described in Rocket's documentation or as 
        approved in writing by Rocket; (c) sublicense, lease, rent, loan, assign or otherwise transfer the Software to any 
        third party; (d) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the 
        Software except and only to the limited extent that such activities are expressly permitted by applicable law; (e) remove, 
        alter, or obscure any confidentiality or proprietary notices (including copyright and trademark notices) of Rocket or 
        its suppliers on the Software; (f) allow third parties to access or use the Software such as in a time-sharing 
        arrangement or operate the Software as part of a service bureau or otherwise for the use or benefit of third parties; 
        (g) reproduce or use the Software except as expressly authorized under Section 2; in particular you may not install or 
        execute the Software on more than one (1) computer at time except as provided in Section 2.3 and 2.4; or (h) circumvent, 
        or provide or use a program intended to circumvent, technological measures (such as activation codes) provided by 
        Rocket to control installation and use of the Software. Technical information provided to you under this Agreement, 
        including APIs, is confidential and proprietary to Rocket and may not be disclosed by you to third parties without 
        Rocket's express permission.
5.	SERVICES.  There are no services provided under this Agreement. You are responsible for installing the Software 
        on your computers as permitted under this Agreement. Support, maintenance and other services must be purchased 
        separately.
6.	FEES.  All license fees are non-refundable and non-cancelable except as expressly provided in this Agreement 
        and do not include shipping, sales tax, excise tax, or customs duties, all of which you are responsible for paying.
7.	LIMITED WARRANTIES.  Vendor warrants to you that, for a period of thirty (30) days after initial delivery 
        of Software to you, the media, if any, on which the Software is provided to you, will be free of defects in materials and 
        workmanship. Your exclusive remedy for breach of this warranty is to notify Vendor of the breach in writing during the 
        thirty (30) day warranty period, whereupon Vendor, as its sole obligation and liability, will at its election either: (a) use 
        commercially reasonable efforts to correct the media within thirty (30) days after you inform Vendor of the problem, 
        or (b) terminate this Agreement and refund to you the license fees you paid for the nonconforming Software.
8.	DISCLAIMER. EXCEPT FOR THE EXPRESS LIMITED WARRANTY OF SECTION 7, THE 
        SOFTWARE IS PROVIDED "AS IS" AND WITHOUT WARRANTY OF ANY KIND. VENDOR 
        HEREBY EXCLUDES AND DISCLAIMS ALL IMPLIED OR STATUTORY WARRANTIES, 
        INCLUDING (WITHOUT LIMITATION) ANY WARRANTIES OF MERCHANTABILITY, FITNESS 
        FOR A PARTICULAR PURPOSE, QUALITY, NON-INFRINGEMENT, TITLE, RESULTS, EFFORTS 
        OR QUIET ENJOYMENT. THERE IS NO WARRANTY THAT THE SOFTWARE IS ERROR-FREE OR 
        WILL FUNCTION WITHOUT INTERRUPTION. YOU ASSUME THE ENTIRE RISK ARISING OUT OF 
        THE PERFORMANCE OR USE OF THE SOFTWARE. TO THE EXTENT THAT VENDOR MAY NOT 
        DISCLAIM ANY WARRANTY AS A MATTER OF APPLICABLE LAW, THE SCOPE AND DURATION 
        OF SUCH WARRANTY WILL BE THE MINIMUM TIME PERMITTED UNDER SUCH LAW.
9.	LIMITATION OF LIABILITY. IN NO EVENT WILL VENDOR BE LIABLE FOR ANY 
        CONSEQUENTIAL, INDIRECT, EXEMPLARY, PUNITIVE, SPECIAL, OR INCIDENTAL DAMAGES, 
        INCLUDING ANY LOST DATA AND LOST PROFITS, ARISING FROM OR RELATING TO THIS 
        AGREEMENT OR YOUR USE OF THE SOFTWARE. VENDOR'S TOTAL CUMULATIVE 
        LIABILITY IN CONNECTION WITH THIS AGREEMENT AND THE SOFTWARE, WHETHER IN 
        CONTRACT, IN TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, WILL NOT EXCEED THE 
        AMOUNT OF LICENSE FEES PAID TO VENDOR HEREUNDER. YOU ACKNOWLEDGE THAT THE 
        LICENSE FEES REFLECT THE ALLOCATION OF RISK SET FORTH IN THIS AGREEMENT AND 
        THAT VENDOR WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS 
        ON ITS LIABILITY. TO THE EXTENT PERMITTED BY APPLICABLE LAW, NO LICENSOR OR 
        OTHER SUPPLIER OF VENDOR WILL HAVE ANY LIABILITY TO YOU, WHETHER IN CONTRACT, IN 
        TORT OR OTHERWISE UNDER THIS AGREEMENT OR IN RELATION TO THE SOFTWARE.
10.	TERMINATION.  This Agreement will remain in effect until terminated as provided herein. If the license 
        granted to you is for a limited term (as indicated on the packaging that accompanies the Software or on the invoice, 
        license certificate or other documentation issued to you by Vendor in connection with the Software), then this 
        Agreement and your license rights hereunder terminate upon expiration of that term. You may also terminate this 
        Agreement at any time, with or without cause, upon written notice to Vendor. Vendor may terminate this Agreement, 
        effective immediately upon written notice to you if you fail to pay any portion of the license fees when due or if you 
        otherwise breach any provision of this Agreement. Upon expiration or termination of this Agreement, you must erase 
        or otherwise destroy all copies of the Software and your rights hereunder will immediately end. Sections 1, 4, 8, 9, 11 
        and 12 will survive expiration or termination of this Agreement for any reason.
11.	THIRD PARTY SOFTWARE PROGRAMS.  The Software contains or may be accompanied by certain open 
        source and other programs ("Third Party Programs") licensed by third party developers ("Third Party Developers"). 
        The Third Party Programs will be identified in the documentation that accompanies the Software. Certain Third 
        Party Programs are subject to separate third-party license terms as specified by their respective Third Party 
        Developers, and these terms are included in the documentation provided with the Software. By using the Software, 
        you agree to comply with these third-party license terms for the benefit of the applicable Third Party Developer. 
        VENDOR PROVIDES THIRD PARTY PROGRAMS TO YOU "AS IS" AND WITHOUT WARRANTY OF ANY 
        KIND. As between Vendor and you, Sections 5, 8, and 9 of this Agreement will apply to your use of Third Party 
        Programs.
12.	GENERAL.
       12.1	Compliance with Laws. You will comply with all applicable export and import control laws 
                and regulations in your use of the Software and, in particular, you will not export or re-export the Software without 
                all required United States and foreign government licenses. You will defend, indemnify, and hold harmless Vendor and 
                its suppliers from and against any violation of such laws or regulations by you.
       12.2	Inspections. You will permit Vendor or its representatives to review your relevant records and 
                inspect your business facilities and records to ensure compliance with this Agreement. Vendor will give you at least ten 
                (10) days advance notice of any such inspection and will conduct the same during normal business hours in a manner 
                that does not unreasonably interfere with your normal operations.
       12.3	Relationship between the Parties. The parties are independent contractors. If Rocket is 
                not the Vendor with whom you are contracting, then Rocket is hereby named as an express intended third party 
                beneficiary of all of Vendor's rights under this Agreement and Rocket may institute legal action to enforce such 
                rights.
       12.4	Assignments. You may not assign or transfer, by operation of law or otherwise, any of your 
                rights under this Agreement (including your licenses with respect to the Software) to any third party without Vendor's 
                prior written consent. Any attempted assignment or transfer in violation of the foregoing will be void.
       12.5	Language. This Agreement is in the English language and its English language version will be 
                controlling over any other translation.
       12.6	Governing Law.  This Agreement will be governed by the laws of the Commonwealth of 
                Massachusetts without giving effect to any choice of law principles that would require the application of the laws of 
                a different country or state. The United Nations Convention on Contracts for the International Sale of Goods and the 
                Uniform Computer Information Transactions Act do not apply to this Agreement.
       12.7	Remedies.  Except as provided in Sections 8 and 9, the parties' rights and remedies under this 
                Agreement are cumulative. You acknowledge that the Software contains valuable trade secrets and proprietary 
                information of Vendor and its suppliers that any actual or threatened breach of Sections 2 or 4 of this Agreement will 
                constitute immediate, irreparable harm to Vendor for which monetary damages would be an inadequate remedy, and 
                that injunctive relief is an appropriate remedy for such breach. If any legal action is brought to enforce this 
                Agreement, the prevailing party will be entitled to receive its attorneys' fees, court costs, and other collection 
                expenses, in addition to any other relief it may receive.
       12.8	Waivers.  All waivers must be in writing. Any waiver or failure to enforce any provision of this 
                Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other 
                occasion.
       12.9	Severability.  If any provision of this Agreement is unenforceable, such provision will be 
                changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable 
                law and the remaining provisions will continue in full force and effect. Without limiting the generality of the 
                foregoing, you agree that Section 9 will remain in effect notwithstanding the unenforceability of any provision 
                in Section 8.
       12.10	Entire Agreement.  This Agreement constitutes the final and entire agreement between the 
                parties regarding the subject hereof and supersedes all prior or contemporaneous agreements, understandings, 
                and communication, whether written or oral. This Agreement may be amended only by a written document signed by 
                both parties. The terms of any purchase order or similar document submitted by you to Vendor will have no effect.
13.     INTERNATIONAL PROVISIONS. If you are domiciled in one of the jurisdictions listed below, then the 
        provisions set forth below your jurisdiction will apply to this Agreement notwithstanding any contrary provision in 
        Sections 1-12:

        CANADA.                
        The parties hereto have expressly required that the present Agreement and its Exhibits be drawn up in the 
        English language. / Les parties aux presents ont expressement exige que la presente convention et ses 
        Annexes soient redigees en langue anglaise.

        EUROPEAN UNION.
        Notwithstanding the prohibitions against reverse engineering set forth in Section 4 above, you may reverse 
        engineer, decompile, disassemble or otherwise attempt to derive the source code of Software solely as 
        expressly allowed by the applicable implementing regulations of the EU Software Directive, and then only for the 
        limited purposes specified therein.

        UNITED STATES.
        Warranty. Some states do not allow the exclusion of implied warranties, so the above exclusion may not 
        apply to you. The limited warranty of Section 7 gives you specific legal rights, and you may also have other 
        legal rights, which vary from state to state.
        U.S. Government Rights. You acknowledge that the Software is a "commercial item" as that term is 
        bdefined at 48 C.F.R. 2.101, consisting of "commercial computer software" and "commercial computer 
        software documentation" as such terms are used in 48 C.F.R. 12.212. Any technical data provided with such 
        Software is commercial technical data as defined in 48 C.F.R. 12.211. Consistent with 48 C.F.R. 12.211 through 
        12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4, and 48 C.F.R. 252.227-7015, all U.S. Government end 
        users acquire the Software with only those rights set forth in this Agreement.


* * * *
Copyright (c) 2013 Rocket Software Inc. 
77 Fourth Avenue
Waltham, MA 02451
Visit Rocket's Web Site at http://www.rocketsoftware.com
Rev. 12-01-13	1.	EULA - ROCKET D3/mvBase PRODUCTS
