CODEMESH PRODUCT EVALUATION LICENSE

BY VIEWING AND RUNNING THIS DEMONSTRATION SOFTWARE, YOU (LICENSEE) ARE ENTERING INTO AN AGREEMENT WITH CODEMESH, INC. (LICENSOR), A DELAWARE CORPORATION LOCATED AT

P.O.BOX 3410
WESTPORT, MA 02790
UNITED STATES OF AMERICA
info@codemesh.com

AS SET FORTH BELOW.

Licensor has designed and developed a tool, known as "JDBC Courier", that exposes the Java Database Connectivity (JDBC) API and assorted support types to C++ and .NET. Licensor's tool, run-time library(s), and product documentation will be used by the Licensee to write software (which software is referred to as "Applications") that can access a JDBC provider via code written in C++ or .NET. The tool, bundled or separately downloaded run-time library(s), product documentation, and any related documentation explaining these materials, are referred to collectively as the "Product". Licensee's C++ or .NET programs that incorporate Proxy Classes generated by the Product are referred to as "Applications."

Under the terms of this Agreement, you are acquiring a royalty-free, limited license to examine the Product, by running the Product, for evaluation purposes only. To make any other use of the Product requires execution of a Codemesh, Inc. Product License Agreement. By viewing and running the Product, you are entering into this Agreement and agreeing to the terms and conditions under which the Product is to be used by you for evaluation.

You agree as follows.

1. LICENSE

1. Licensor hereby grants to you a royalty-free, personal, nonexclusive, and nontransferable right to use the Product on your CPU (central processing unit) for a period of 30 days from the date you acquire the Product. Licensor may, at Licensor's discretion, extend your evaluation period.
   
   
2. You agree not to transfer or disclose the Product, any part of the Product, or any information relating to the Product, to any person outside your company. You agree not to copy the Product or any part of the Product except as necessary for evaluation purposes.You agree not to modify the Product in any manner. You agree not to decompile, reverse engineer, or disassemble the Product Software or the Software.
   
   
3. You will use the Product only for your own evaluation purposes in order to determine whether you wish to obtain a license to use the Product.
   
   
4. You are responsible for obtaining the appropriate license or permission to use any Java classes that you may make use of in connection with the Product.

2. INTELLECTUAL PROPERTY RIGHTS AND OBLIGATIONS

You acknowledge that all copyrights, patents and patent rights, trade secrets, confidential information, trademarks, and other similar rights in the Product are and shall remain the valuable property of Licensor, and that you shall acquire no rights therein. You shall not remove any copyright or other proprietary notices from the Product.

3. NO WARRANTIES

THE PRODUCT IS PROVIDED TO YOU "AS IS" AND LICENSOR MAKES NO WARRANTIES AS TO THE PERFORMANCE OF THE PRODUCT EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THOSE OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

LICENSOR SHALL NOT BE LIABLE FOR ANY DAMAGES SUFFERED BY YOU AS A RESULT OF EVALUATING OR USING THE PRODUCT. IN NO EVENT SHALL LICENSOR BE LIABLE FOR DAMAGES, DIRECT OR INDIRECT, INCLUDING INCIDENTAL OR CONSEQUENTIAL DAMAGES, SUFFERED BY YOU OR ANY THIRD PARTY CLAIMING BREACH OF WARRANTY OR BREACH OF CONTRACT, NEGLIGENCE, OR ANY OTHER LEGAL GROUND OF ACTION.

4. TERMINATION

1. Licensor shall have the right to terminate this Agreement immediately if you breach any of the provisions of this Agreement.
   
   
2. Upon expiration or termination of this Agreement, you shall:
   
   
   1. Discontinue all use of the Product; and
      
      
   2. Delete or destroy any of the Product contained in the
      computer memory or data storage apparatus under your
      control or stored on paper or any other fixed medium.
      
      
   3. Delete or destroy any Applications that were created
      by using the Product.
      
      
3. Upon Licensor's request, you shall acknowledge in writing or by electronic mail to Licensor at the above address within five days after termination or expiration of this Agreement that you have fully complied with the above requirements.
   

5. NOTICES

Any notice required to be given pursuant to this Agreement shall be in writing and sent by certified or registered mail, return receipt requested, or electronic mail.

6. MISCELLANEOUS

1. This Agreement shall be governed by the laws of the Commonwealth of Massachusetts, and all disputes hereunder shall be resolved in the applicable state or federal courts of the Commonwealth of Massachusetts.
   You consent to the jurisdiction of such courts, agree to accept service of process by mail, and waive any jurisdictional or venue defenses otherwise available.
   
   
2. This Agreement shall be binding on and shall inure to the benefit of your heirs, administrators, successors, and assigns.
   
   
3. If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other provision and such invalid provision shall be deemed to be severed from the Agreement.
   
   
4. The license granted hereunder is personal to you and may not be assigned.