IMPORTANT: LICENSOR IS PROVIDING THIS SOFTWARE FOR YOUR USE SUBJECT TO
YOUR AGREEMENT TO BE BOUND BY THE TERMS AND CONDITIONS SET FORTH BELOW. IF YOU
DO NOT AGREE TO THE TERMS OF THIS AGREEMENT BY CLICKING ON SETUP'S ACCEPT
BUTTON, YOU WILL NOT BE ABLE TO USE THE SOFTWARE. BY CLICKING SETUP’S ACCEPT
BUTTON YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTOOD IT, AND
AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.
WHEREAS, Licensor desires to grant to Licensee, and Licensee desires to
accept from Licensor, a license to use Licensed Software (as defined herein)
upon the terms and conditions hereinafter set forth; NOW, THEREFORE, Licensor
and Licensee agree as follows:
For this End User License Agreement (“License Agreement”) the
following terms shall have the meanings given below:
“Blades” means multiple server modules housed in a single chassis
each with its own CPU, hard disk and memory.
“Core” means a single unit of processing within a computer chip,
comprising an arithmetic logic unit, registers, instruction fetcher and data
fetcher/storer. “CPU” (Central Processor Unit) means a data processing unit,
normally identified with a single microchip mounted on a single circuit board
and can comprise several Cores. A computer “box” can contain several CPUs. The
“box” is sometimes referred to as a “server” or a “machine” (or possibly a
“mainframe”).
“Licensor” means the Micro Focus named legal entity authorized to
license the Licensed Software in the country in which Licensee acquires the
Licensed Software.
“Licensed Software” means the object code version of the Licensor
computer programs, their accompanying user documentation (“Documentation”) and
other supplemental materials as provided to Licensee by Licensor, including but
not limited to any software security keys, modifications or additions relating
thereto. The Licensed Software shall also include any new releases, updates,
revisions, modifications, additions, corrections and fixes of the Licensed
Software that Licensee receives under Sections 6 and 7 below or under
maintenance for which Licensee has separately contracted and paid. From
commencement of this License Agreement, the “Licensed Software” shall also
include, and this License Agreement shall apply to, any prior versions of the
Licensed Software licensed by Licensee. This License Agreement does not grant
Licensee the right to any new releases, updates, revisions, modifications,
additions, corrections and fixes of the Licensed Software unless provided by
Licensor under Section 6 below. Licensed Software products are available to
operate on the Windows, Linux, Unix or other computer platforms and a separate
license is required for a Licensed Software product for each computer
platform.
“Product Order” means a document that has been (i) executed by
Licensee, describing each Licensed Software license purchased and (ii) accepted
by Licensor or its authorized distributors. Licensor will accept the Product
Order by either confirming Licensor’s acceptance in writing or by delivering
the Licensed Software Licensee, whichever occurs first. Each Product Order
shall constitute a separate agreement and shall incorporate therein all of the
terms and conditions of this License Agreement. In the event of any conflict
between the terms of this License Agreement and the terms of any Product Order
which have been expressly accepted by a duly authorized signatory of Licensor
in writing, such terms of the Product Order shall govern. In no event shall any
terms and conditions of Licensee contained in a purchase order or similar
document issued by Licensee in connection with this License Agreement or a
Product Order apply and any such document issued shall be only for the
administrative purposes of identifying the Licensed Software ordered, the
number of licenses, and the price to be paid and shall have no other legal
effect.
“Disaster Recovery System” is defined as a computer system that is
used (i) if a disaster arises and the original production system is
unavailable, (ii) for the purposes of disaster recovery testing and/or (iii)
for system diagnostics or maintenance of the Disaster Recovery System itself. A
Disaster Recovery System does not include any system that is in the same
computer cluster as the machine on which the development or production copy of
the Licensed Software is installed.
“Virtual Machine” means a software implementation that executes
programs like a physical machine where the software running inside the virtual
machine is limited to the resources and abstractions provided by the virtual
machine.
- GRANT OF LICENSE. For payment of the applicable non-refundable
license fees identified on the Product Order, Licensor grants solely to
Licensee, as an end user, a personal, perpetual, non-transferable,
non-sublicensable and non exclusive license to use the Licensed Software
subject to the terms and conditions set forth in this License Agreement.
Licensee shall have the right to use the Licensed Software solely for its
own internal use and benefit. For the avoidance of doubt, the license
granted herein does not permit (i) third party contractors (including without
limitation outsourcers) to access or use the Licensed Software for Licensee’s
internal use and benefit without the prior written consent of Licensor and the
payment of an additional license fee, (ii) the public to access or use the
Licensed Software (including without limitation, via the internet) except as
specifically provided in Annex 1 hereunder, and/or (iii) installation, use or
access of the Licensed Software on, in, or from a Virtual Machine except as
specifically provided in Annex 1 or Annex 2 hereunder. Where permitted by
Licensor pursuant to sections 1(i) and (ii) hereof, Licensee shall be liable to
Licensor in respect of any breach of this License Agreement resulting from any
access or use by third party contractors and/or the public. Access and/or use
of data, results and/or output obtained and/or generated, either directly or
indirectly, through the use of any Licensed Software are deemed to be access
and/or use of such Licensed Software and such data, results and/or output shall
be subject to the licensing terms and restrictions applicable to such Licensed
Software. Different license options are available from Licensor as set forth or
referred to in Annex 1 (“License Option(s)”), although not all License Options
are available for each specific Licensed Software product. The applicable
License Option to be purchased by Licensee for the Licensed Software shall be
identified in the Product Order. Additional License Options (as appropriate)
are required to be purchased by Licensee for use of the Licensed Software on a
Disaster Recovery System or for load-balancing, fail-over, training, or testing
purposes. Licensed Software purchased for testing purposes will be subject to
the Test License Option terms and restrictions set forth in Annex 1.E. Certain
Licensed Software may also be subject to additional terms and conditions as set
forth in the “Specific Software Terms” located in Annex 2. The Specific
Software Terms will prevail in the event of any conflict.
- USER RESTRICTION. Licensee agrees not to:
- Copy and distribute the Licensed Software, in whole or in part, for
internal use without paying Licensor the applicable additional fees, except (i)
for making a reasonable number of archival back-up copies; or (ii) as expressly
authorized by Licensor in writing; or (iii) for making a reasonable number of
copies of the Documentation supplied to Licensee by Licensor in electronic
form. Licensee shall reproduce and affix all copyright and other proprietary
rights notices appearing in or on the Licensed Software, including the notices
of all third party suppliers and all those included in any Third Party
Software, as defined below in all such copies thereof.
- Copy and/or distribute the Licensed Software, in whole or in part,
to third parties without first entering into a separate distribution license
agreement with Licensor or permit use or access to all or part of the Licensed
Software to any third party except as specifically provided in Annex 1
hereunder. For the avoidance of doubt, third party(ies) include without
limitation contractors, outsourcers, Licensee’s customers and the public.
- Transfer, ship or use the Licensed Software outside the continent
in which it was originally licensed to Licensee, except as otherwise specified
in Annex 1 and/or Annex 2.
- Install, access or use the Licensed Software on an operating system
other than the operating system for which the Licensed Software was originally
licensed to Licensee, except as otherwise specified in Annex 1 and/or Annex
2.
- Assign, sell, rent, lease, lend, sublicense, outsource or otherwise
transfer the Licensed Software to any third party, or authorize or appoint any
third party to do so.
- Use the Licensed Software for timesharing, facilities management,
outsourcing, hosting, service bureau use, other data processing services to
third parties or like purposes.
- Modify the Licensed Software or provide any person with the means
to do the same.
- Create derivative works, translate, disassemble, recompile or
reverse engineer any Licensed Software or attempt to do so (except to the
extent applicable law specifically permits such activity).
- Alter, destroy, or otherwise remove any proprietary notices or
labels on or embedded within the Licensed Software or Documentation.
- Utilize for itself, or permit any third party to utilize, any
software application program created, in whole or in part, utilizing any
Licensed Software without a valid and properly granted Deployment Product
License.
- Use the Licensed Software in a manner other than as specifically
permitted in this License Agreement.
- AUDITS. Licensee agrees to (i) keep records of and provide the
location, model and serial number of any and all machines on which the Licensed
Software is installed or from which the Licensed Software is accessed, and the
names of and how many users are accessing the Licensed Software, (ii) implement
a reasonable mechanism or process to ensure that Licensee’s use of the Licensed
Software does not exceed the number of licenses granted, (iii) take all
necessary steps to destroy or erase all Licensed Software codes, programs and
other proprietary information before disposing of any media containing the
Licensed Software, and (iv) promptly provide written notice to Licensor if
Licensee’s usage exceeds the license granted. Upon Licensor’s reasonable
request, but not more frequently than annually without reasonable cause,
Licensee shall furnish Licensor with a statement signed by a director and/or
auditor, as required by Licensor, verifying the above and shall permit Licensor
to audit the use of the Licensed Software at such times as may be mutually
agreed upon. In the event Licensee’s usage exceeds the license granted, without
prejudice to any other rights or remedies Licensor may have, including without
limitation injunctive relief, Licensee agrees to pay Licensor the then current
license and maintenance fees for the use of the additional licenses. Further,
if such usage exceeds the license granted by more than five percent (5%),
Licensee shall also reimburse Licensor for the reasonable cost of such audit in
addition to other amounts due.
- DOCUMENTATION. One (1) electronic copy of Licensor’s standard
Documentation, describing Licensor’s recommended use and application of the
Licensed Software, will be furnished free of additional charge to Licensee by
Licensor with the Licensed Software. Printed copies of any documentation may be
available for purchase from Licensor or its authorized distributors.
- TERM OF LICENSE. This License Agreement and Licensee’s license
for the Licensed Software is perpetual, unless a subscription/term license has
been purchased by Licensee, and is subject to earlier termination as provided
in this Section 5. Licensor may terminate this License Agreement and Licensee’s
license to the Licensed Software immediately by giving Licensee written notice
of termination in the event that either (i) Licensee breaches any term or
condition of this License Agreement and Licensee has failed to remedy such
breach within ten (10) days of the date of notice from Licensor to Licensee or
(ii) Licensee is wound up, has a receiver appointed or enters into liquidation
or bankruptcy or analogous process or processes in Licensee’s home country.
Termination shall be without prejudice to any other rights or remedies Licensor
may have. Licensee may at any time terminate this License Agreement voluntarily
by giving written notice of termination to Licensor. In the event of any
termination Licensee will have no right to keep or use the Licensed Software or
any copy of the Licensed Software for any purpose and Licensee shall destroy
and erase all copies of such Licensed Software in its possession or control,
and forward written certification to Licensor that all such copies of Licensed
Software have been destroyed or erased.
- MAINTENANCE. Where Licensee purchases maintenance services,
Licensee’s initial maintenance term will begin upon delivery to Licensee of the
Licensed Software and continue for one (1) year thereafter unless otherwise
specified in the applicable annual maintenance agreement or in the Product
Order, or earlier if the license is terminated. Where Licensee purchases
maintenance for any Licensed Software product licensed hereunder, Licensee
hereby agrees that it shall purchase such support services for all of
Licensee’s licensed copies of such Licensed Software product on the relevant
computer platform. Maintenance services provided by Licensor will be subject to
Licensor’s then current applicable annual maintenance agreement unless
otherwise agreed by the parties in writing.
- LIMITED WARRANTY. Licensor warrants for a period of ninety (90)
days from delivery to Licensee (“Warranty Period”) (i) that the media on which
the Licensed Software is supplied is free from defects in materials or
workmanship under normal use and (ii) that the copy of the Licensed Software
delivered to Licensee conforms in all material respects to the Documentation.
As the sole and exclusive remedy for not meeting part (i) of the above
warranty, Licensor’s sole obligation shall be to repair or replace free of
charge any defective media on which the Licensed Software is delivered if the
media is returned to Licensor by Licensee during the Warranty Period. As the
sole and exclusive remedy for not meeting part (ii) of the above warranty,
Licensor shall repair or replace the Licensed Software free of charge or if
Licensor reasonably determines that such remedy is not economically or
technically feasible, Licensee shall be entitled to a full refund of the
license fee and any maintenance fee paid by Licensee with respect to that
particular Licensed Software and Licensee’s license to use such Licensed
Software will terminate. The warranty set forth in this Section 7 shall not
apply if the defect in the Licensed Software is the result of: (a) the Licensed
Software not being used in accordance with the Documentation, this License
Agreement or with the platform(s) for which the Licensed Software has been
designed and licensed by Licensor; or (b) the Licensed Software having been
altered, modified or converted by Licensee or any third party except as may be
specified in the Documentation; or (c) the malfunctioning of Licensee’s
equipment; or (d) accident or abuse; or (e) service by any unauthorized person;
or (f) other software used by Licensee which has not been provided by Licensor
or for which the Licensed Software is not designed and licensed for operation;
or (g) Third Party Software, as defined below; or (h) any other cause occurring
after initial delivery of the media to Licensee unless caused directly by
Licensor. The foregoing states the complete and entire remedies that Licensee
has under this warranty. Licensor shall have no responsibility for any warranty
claims made outside of the Warranty Period.
- DISCLAIMER OF WARRANTY. The Licensed Software cannot be tested
in every possible operating environment, therefore Licensor does not warrant
that the functions contained in the Licensed Software will meet Licensee’s
requirements, that operation of the Licensed Software will be uninterrupted, or
that the Licensed Software is error free. EXCEPT AS SET FORTH HEREIN AND TO THE
EXTENT PERMITTED BY LAW, ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, STATUTORY
OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF
MERCHANTABILITY, QUALITY AND FITNESS FOR A PARTICULAR PURPOSE ARE EXCLUDED ON
THE PART OF LICENSOR AND ITS THIRD-PARTY SUPPLIERS. Licensee acknowledges that
Licensee is responsible for the selection of the Licensed Software to achieve
Licensee’s intended results and for the installation of, use of and results
obtained from the Licensed Software.
- LIMITATION OF LIABILITY. ANY LIABILITY OF LICENSOR SHALL BE
LIMITED IN THE AGGREGATE TO THE AMOUNTS PAID BY LICENSEE FOR THE LICENSED
SOFTWARE. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION, INCLUDING WITHOUT
LIMITATION BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT
LIABILITY, MISREPRESENTATION AND OTHER TORTS. THE LIMITATIONS OF LIABILITY
DESCRIBED IN THIS SECTION 9 ALSO APPLY TO LICENSOR’S THIRD-PARTY SUPPLIERS.
LICENSOR’S AND ITS THIRD-PARTY SUPPLIERS’ LIMITATIONS OF LIABILITY ARE NOT
CUMULATIVE. Licensee’s remedies in this License Agreement are Licensee’s
exclusive remedies.
NEITHER LICENSOR NOR ANY OF ITS THIRD-PARTY SUPPLIERS SHALL BE LIABLE
FOR ANY INJURY, LOSS OR DAMAGE, WHETHER INDIRECT, SPECIAL, INCIDENTAL OR
CONSEQUENTIAL NOR FOR ANY LOST PROFITS, CONTRACTS, LOSS OF DATA OR PROGRAMS, OR
THE COST OF RECOVERING SUCH DATA OR PROGRAMS, EVEN IF INFORMED OF THE
POSSIBILITY OF SUCH DAMAGES IN ADVANCE.
NEITHER THIS LICENSE AGREEMENT NOR ANYTHING IN THIS SECTION 9 SHALL
PURPORT TO EXCLUDE OR RESTRICT THE LIABILITY OF LICENSOR OR ITS THIRD-PARTY
SUPPLIERS TO ANY EXTENT NOT PERMITTED BY LAW.
- HIGH-RISK USES. The Licensed Software is not fault tolerant, nor
designed, manufactured or intended for use in hazardous environments requiring
fail-safe performance (including, without limitation, the operation of nuclear
facilities, aircraft navigation or communication systems, air traffic control,
direct life support machines, or weapons systems) in which failure of the
Licensed Software could lead directly or indirectly to death, personal injury
or severe physical or environmental damage. Licensor and its suppliers
specifically disclaim any express or implied warranty of fitness for a
particular purpose and shall have no liability for any use of the Licensed
Software in any high-risk situations.
- OWNERSHIP. Licensor (or its affiliates) and where applicable
Licensor’s third party suppliers have and will retain all ownership rights to
the Licensed Software, together with any complete or partial copies thereof.
Such ownership rights include without limitation all patent rights, copyrights,
trademarks, trade secrets, service marks, related goodwill, and confidential
and proprietary information relating thereto. This License Agreement does not
convey any proprietary interest to Licensee with respect to the Licensed
Software other than the license specified herein. Where the Licensed Software
provided under this License Agreement contains or is derived from portions of
materials provided by a third-party supplier under license to Licensor,
Licensor has assumed responsibility for the selection of such materials and
their use in producing the Licensed Software and any such third-party suppliers
are intended beneficiaries of this License Agreement.
- NOTICE TO U.S. GOVERNMENT END USERS. The Licensed Software is
provided to the United States Government with RESTRICTED RIGHTS and its
supporting documentation is provided with LIMITED RIGHTS. Use, duplication, or
disclosure by the United States Government is subject to the restrictions as
set forth in FAR52.227-14 and DFAR252.227-7013 et seq. or the successor as
appropriate. Manufacturer is Micro Focus (US), Inc., 9420 Key West Drive,
Rockville, MD 20850 as or on behalf of Licensor.
- LICENSE FEES, PAYMENT, AND TERMS. Licensee agrees to pay the
applicable end user license fees for the Licensed Software within thirty (30)
days of the date of invoice or such earlier date as is specified in the Product
Order. End user license fees are non-refundable except as provided in Section 7
above, or in the Specific Software Terms below, and shall be paid without
deduction, including without limitation, of any withholding tax. End user
license fees are exclusive of any applicable transportation charges, value
added and other applicable taxes and duties and all such amounts shall be paid
or reimbursed by Licensee. Late payments shall accrue interest at the rate of
1.5% per month compounded or, if lower, the maximum rate allowed by law.
- RELATED SERVICES. Licensee shall be responsible for obtaining
and installing all proper hardware and support software (including operating
systems) and for proper installation and implementation of and training
concerning the Licensed Software. In the event that Licensee retains Licensor
to perform any services with respect to the Licensed Software (for example:
installation, implementation, maintenance, consulting and/or training
services), Licensee and Licensor agree that such services shall be subject to
Licensor’s then current standard terms, conditions and rates for such services
unless otherwise agreed in writing by Licensor.
- THIRD PARTY SOFTWARE AND COMPONENTS. The Licensed Software may
contain certain named third party software programs that Licensee shall license
directly from the third party subject to such third party’s terms and
conditions (for example Adobe Acrobat or Microsoft Internet Explorer) (“Third
Party Software”). All Third Party Software is provided by the licensor of the
Third Party Software and solely under such third party’s terms and conditions
and not by Licensor. Therefore the obligations, duties and rights of Licensor
and Licensee under this License Agreement do not apply to such Third Party
Software. Additionally, Licensor has embedded certain run time or other
elements provided by third party suppliers to Licensor (“Third Party
Components”). Such Third Party Components may also be loaded on the Licensed
Software media. Third Party Components are licensed to Licensee pursuant to
this License Agreement. Licensee may only access Third Party Components of the
Licensed Software in the course of using the Licensed Software. Licensee may
not make or attempt any direct access to any such Third Party Components other
than with the Licensed Software. The Third-Party Software is the property of
its respective third party supplier to Licensor. Such third party suppliers own
all copies of the Third-Party Software, however made. Licensee agrees not to
contest the ownership of the Third Party Components nor use any trademark or
service mark belonging to such third party suppliers. All limitations,
restrictions and obligations applicable to the Licensed Software set forth in
this License Agreement shall apply to Licensee’s use of the Third Party
Components. Licensee agrees that such third party suppliers are intended third
party beneficiaries of all terms and conditions of this License Agreement
intended to protect intellectual property rights in the Licensed Software
(including the Third Party Components) and limit certain uses thereof.
- PRIVACY. The Licensed Software may contain features which may
allow Licensee to collect data from, control and/or monitor computers running
the Licensed Software deployed by Licensee without notice to or knowledge by
users of the Licensed Software. Licensee is solely responsible for, and assumes
all liability with respect to, the collection of data with respect to its users
of the Licensed Software including, without limitation, notifying such users
and complying with all data collection, privacy and other regulations, laws,
industry standards and rights of others applicable to any such activity.
Licensee shall indemnify and hold Licensor harmless from and against any
damages, claims, losses, settlements, attorneys' fees, legal fees and court
costs and other expenses related to any such activities or any claims in
connection therewith. To the extent permitted by law, by entering into this
License Agreement, Licensee hereby expressly consents to (i) Licensor sending
information to Licensee from time to time advertising the various products that
Licensor provides, whether or not such products are provided under this License
Agreement; (ii) the use of Licensee’s name in Licensor customer lists,
promotional materials and/or press releases; and (iii) the collection and use
by Licensor of information about the computer system on which the Licensed
Software is installed (e.g. product version, serial number) for internal
security and licensing purposes; Licensor does not use this information to
identify individuals utilizing such software.
- MISCELLANEOUS. Licensor may assign this License Agreement to any
member of Licensor’s group of companies or to a purchaser of the intellectual
property rights in the Licensed Software, but otherwise neither this License
Agreement nor any rights hereunder may be assigned (any change of control
merger, sale or other transfer of all, or substantially all, of the assets of
Licensee shall be included in the meaning of an assignment) nor duties
delegated by either party, and any attempt to do so will be void. If Licensee
acquires the Licensed Software in North America, the laws of the state of
Maryland govern this License Agreement and it shall be subject to the exclusive
jurisdiction of the courts of the State of Maryland. If Licensee acquires the
Licensed Software in France, Germany or Japan, this License Agreement is
governed by the laws of the country in which Licensee acquired the Licensed
Software. In the rest of the world the laws of England govern this License
Agreement. The aforesaid applicable law shall apply without regard to conflicts
of laws provisions thereof, and without regard to the United Nations Convention
on the International Sale of Goods. Other than for North American transactions,
this License Agreement shall be subject to the exclusive jurisdiction of the
courts of the country determining the applicable law as aforesaid. This License
Agreement is in addition expressly made subject to any United States, United
Kingdom or European Union laws, regulations and other restrictions regarding
export or re-export of computer software and technology. Licensee agrees not to
export or re-export any Licensed Software or derivative thereof in
contradiction to any such applicable restriction. Except for the Product Order,
this License Agreement is the complete and exclusive statement of agreement
between the parties relating to the license for the Licensed Software and
supersedes all proposals, communications, purchase orders, and prior
agreements, verbal or written, including without limitation prior end user
license agreements in relation to the Licensed Software between the parties and
end user license agreements embedded in such Licensed Software. Upon Licensee’s
properly authorized installation of any update and/or upgrade of any Licensed
Software licensed hereunder, the license granted to such prior version and/or
release shall terminate after a ninety (90) day transition period from such
installation and only the license to such updated and/or upgraded Licensed
Software shall continue. No employee, agent, or representative of Licensor has
the authority to bind Licensor to any oral representation or warranty
concerning the Licensed Software. No representation or statement not expressly
contained in this License Agreement nor any supplement, modification, or
amendment of this License Agreement will be binding on either party unless
executed in writing by a duly authorized representative of each party to this
License Agreement.
All Micro Focus Application Development and Application Deployment
products, including Net Express®, Net Express® with .NET, Net Express® for
Eclipse, Server Express™, Server Express™ for Eclipse, Micro Focus Studio™
Enterprise Edition, Micro Focus Studio™ for COBOL Developers, Micro Focus
Studio™ for ISVs, SOA Express, Micro Focus Server™ Enterprise Edition, Micro
Focus Server ™ for COBOL, Micro Focus Server™ for .NET, Micro Focus Server ™
for SOA, Extend®, Relativity®, RM/COBOL®, Open PL/I, Open PL/I SQL, Open PL/I
Run Time, ReUzeDeveloper, ReUze Server, XDBC, Database Connectors and
Xcentrisity® including portions thereof, other products within the same product
families and other Software Products where indicated by Licensor.
- Development License Options
- Named User License. Licensed Software provided under
this License Option gives Licensee the right to install the Licensed Software
on either (i) a single machine which may be accessed by the named end users for
those licenses or (ii) on a single host machine or server (“Host Server”) which
may be accessed by any of the named end users licensed. A Named User License
means that only one named person can use each license and that named person has
the right to unlimited access to the Licensed Software. A Named User License is
not based on concurrent users, but instead on an actual named user basis.
Licensor reserves the right at any time to require Licensee to provide a list
of the named end users. Licensee may change a named end user provided that the
change is made either permanently away from the named end user or temporarily
to accommodate the use of the Licensed Software by a temporary worker while the
named end user is absent, but in no event more than once every 30 days.
- Lines of Code License. Licensed Software provided under
the Lines of Code license option requires, as a condition of use, that Licensee
use a usage counter containing a credit for the number of lines of code that
Licensee has purchased (“Usage Counter”). Licensee shall have sole
responsibility for installing, configuring, and administering the Usage
Counter. The Usage Counter will allow Licensee to create metering control files
in order to track the number of lines of code which Licensee has purchased and
which Licensee accesses. Licensee hereby acknowledges and agrees that unless
Licensee can demonstrate to Licensor’s satisfaction that the Usage Counter was
faulty on delivery to Licensee, Licensee is solely responsible for any lost,
damaged, corrupted, destroyed, inaccurate or improperly used metering control
files or metering transaction files, and in any such circumstance, may be
required to pay an additional license fee on a line of code basis for lines of
code which may have been already accessed and recorded using the Usage Counter.
Each line of code which Licensee has accessed using the Licensed Software and
which has been properly recorded using the Usage Counter may be re-accessed
without the need to pay an additional license fee. However, if Licensee creates
an additional line of code by updating a line of code source member which has
already been accessed and metered by the Licensed Software, then Licensee will
need to pay an additional license fee to access such additional line of code
using the Licensed Software. Upon exhaustion of prepaid license fees, however,
Licensee must purchase more lines of code in order to continue to use the
Licensed Software on lines of code not yet accessed by the Licensed Software
and properly recorded using the Usage Counter. Any prepaid license fees are
non-cancellable and non-refundable.
- Deployment License Options
- User License for Authorized Users. Licensed Software
provided under this License Option gives Licensee the right to install the
Licensed Software on unlimited Host Servers for use by the total number of
named individuals for whom Licensee has paid the applicable license fee. The
Licensed Software may not be used or accessed by (a) individuals who are not
named individuals; or (b) any other software or hardware device that does not
require a named individual to use or access it. A named individual means an
individual identified by Licensee by name who is authorized to use any device
or other software program that may access the Licensed Software, either
directly or indirectly through any other software program, regardless of how
such access occurs or if such individual uses any hardware or software that
reduces the apparent number of users who are using the Licensed Software, such
as by using a terminal service. The Licensed Software may not be used or
accessed by any other software or hardware device that does not require an
individual to use or access it including, without limitation, batch processing
(as defined in subsection (b)(ii) below). Licensor reserves the right at any
time to require Licensee to provide a list of the named individual(s). Licensee
may change a named individual provided that the change is made either
permanently away from the named individual or temporarily to accommodate the
use of the Licensed Software by a temporary worker while the named individual
is absent, but in no event more than once every 30 days.
- Server License. There are two options for server-based
licenses.
- Server License for Concurrent Users. Licensed
Software provided under this License Option gives Licensee the right to install
the Licensed Software on the designated Host Server specified in the Product
Order for use by the maximum number of Concurrent Users for whom Licensee has
paid the applicable license fee. Concurrent Users are individuals who are
actively using any device or other software program that may access the
Licensed Software either directly, or indirectly through any other software
program, regardless of how such access occurs or if such user uses any hardware
or software that reduces the apparent number of users who are using the
Licensed Software, such as by using a terminal service. The Licensed Software
may not be used or accessed by any other software or hardware device that does
not require an individual to use or access it including, without limitation,
batch processing (as defined in subsection (b)(ii) below). Licensee may change
the designated Host Server to an equivalent Host Server for which Licensee has
paid the applicable license fee. Licensee may only use the Licensed Software on
or access the Licensed Software from one Host Server at any one time. Subject
to the prior written consent of Licensor and to payment of additional license
fees, Licensee may permit the public and/or Licensee’ customers to access and
use the Licensed Software via the internet and/or Licensee’ terminals in
connection with Licensee’ internal business purposes (for example to access
internet banking from Licensee) but not for the public’ and/or Licensee’
customers’ own internal use.
- Server License for CPUs. Licensed Software provided
under this License Option gives Licensee the right to install the Licensed
Software on the designated Host Server specified in the Product Order and have
the Licensed Software executed by up to the total number of Cores and other
processing devices within such Host Server. The Host Server comprises the
entire computer system (i.e. combined hardware) that will be running the
Licensed Software (e.g. all CPUs, Cores, Blades and other processing devices
running an operating system compatible with that which the Licensed Software is
designed for and which are contained in, and/or can be accessed by, the same
computer system, even if one or more of such CPUs, Cores, Blades or other
processing devices are not accessing or running the Licensed Software). Each
Core or other processing device on a multi-core or multi-processing device
requires its own CPU license. For example a dual core single CPU Host Server
will require a 2 CPU license (in the absence of any Blades or other processing
devices). The Licensed Software is for use by an unlimited number of Licensee’s
internal users, other software devices and hardware devices. A Server License
for CPU is the only license authorized for use or access by Licensee for any
batch processing. Batch processing is defined as the execution of one or more
task, transaction or program by a computer system without the interaction of
the end user with the Licensed Software while such tasks, transactions or
programs are being executed by the system. Batch processing includes situations
where a queue of jobs is processed as resources become available and is in
contrast to transaction or interactive processing. Licensor reserves the right
at any time to require Licensee to provide a specification of the Host Server.
Licensee may change the designated Host Server provided that the total number
of CPU and Core licenses required in the new Host Server does not exceed the
total number of CPU and Core licenses designated in the Product Order. Licensee
may only use or access the Licensed Software from one Host Server at any one
time. Licensee is required to purchase a license for each Host Server that
accesses or uses the Licensed Software either directly or indirectly through
any other software program, regardless of how such access occurs, or if the
Host Server, CPU or operator uses any hardware or software that reduces the
apparent number of CPU, Cores, blades or other processing devices that are
using the Licensed Software, such as by using a terminal service. Subject to
the prior written consent of Licensor and to payment of additional license
fees, Licensee may permit the public and/or Licensee’ customers to access and
use the Licensed Software via the internet and/or Licensee’ terminals in
connection with Licensee’ internal business purposes (for example to access
internet banking from Licensee) but not for the public’ and/or Licensee’
customers’ own internal use.
- reUZE Mainframe Migration Licensing. Micro Focus
reUZE software products may be licensed for installation and use solely
with computer environments which meet the following criteria, provided Licensee
complies with the restrictions set forth in this Subsection 3 in addition to
those contained in the License Agreement. The licensing model in this
Subsection 3 is only applicable to the reUZE software products and is
not available for licensees who exceed one or more of the following
limitations: (i) Mainframe Size Limitation: The Micro Focus reUZE
software is expressly limited for use where Licensee’s entire mainframe estate
(the “Licensee Mainframe System”) does not exceed a collective performance
speed of 50 MIPS (million instructions per second). The Licensee Mainframe
System shall include all mainframe systems owned, leased and/or operated
(either by Licensee or a third party) by, or for the benefit of, Licensee
(including but not limited to the system environment which the applicable
application is being migrated from). The collective performance speed benchmark
test shall be a collective measurement of the total possible performance of all
such mainframe system(s). In the event that the Licensee Mainframe System
exceeds a collective performance speed greater than 50 MIPS, Licensee shall not
be permitted to utilize the reUZE software product and must contact
Licensor for proper licensing of its computer system(s); (ii) CPU and Core
Requirements: Notwithstanding Subsection 2(b)(ii) of this Annex 1A, a
Deployment Product License option for a Server license for CPU shall be limited
by the number of CPUs instead of the combination of Cores, Blades, CPUs and
other processing devices; and (iii) Application Limitation: The reUZE
software is expressly limited for use by Licensee solely with a specific
application(s). Such application(s) shall be designated in writing in the
Product Order.
OnWeb™, RUMBA™, ViewNow™, Modernization Workbench™, Analyzer
Express™, Analyzer Architect ™, Business Rule Manager ™, Enterprise View
Express ™, Data Express™, Mainframe Express Enterprise Edition Data Express™,
Modernisation Workbench Data Express®, OPTIMAL TRACE®, QACENTER®, QADIRECTOR®,
QALOAD®, QARUN®, RECONCILE®, TESTPARTNER®, TRACKRECORD®, CARS®, TEST FACTORY™,
DEVPARTNER® including portions thereof, other products within the same product
families and other Software Products where indicated by Licensor.
- Workstation License Licensed Software provided under this
License Option gives Licensee the right to install and use one copy of the
Licensed Software on one stand-alone workstation. Licensee may not (i) install
the Licensed Software on any networked workstation (e.g., a server) that allows
more than one user to use a copy of the Licensed Software, or (ii) use the
Licensed Software other than on one stand-alone workstation at a time. Licensee
may transfer the Licensed Software to another stand-alone workstation and
reactivate it for use on such other stand-alone workstation provided that the
Licensed Software is removed and all copies of it are deleted from the
stand-alone workstation from which it is transferred. Such transfers may not be
undertaken more often than once every 30 days.
- Named User License Licensed Software provided under this
License Option gives Licensee the right to install the Licensed Software on
either (i) a single machine which may be accessed by the named end users for
those licenses or (ii) on one or more host machines or servers which may be
accessed by any of the named end users licensed. A Named User License means
that only one named person can use each license and that named person has the
right to unlimited access to the Licensed Software. A Named User License is not
based on concurrent users, but instead on an actual named user basis. Licensor
reserves the right at any time to require Licensee to provide a list of the
named end users. Licensee may change a named end user provided that the change
is made either permanently away from the named end user or temporarily to
accommodate the use of the Licensed Software by a temporary worker while the
named end user is absent, but in no event more than once every 30 days.
- Volume of Data Licensed Software provided under this option
gives Licensee the right to utilize the Licensed Software with the volume of
data (the number of terabytes) identified in the Product Order for each of the
applicable modules or extensions licensed with the Licensed Software. Volume of
data is measured as the original volume of Licensee’ production data to be
processed utilizing the Licensed Software before any data reduction process by
the Licensed Software or otherwise has been applied. The same data source
(defined as a database table or a file) and data may be processed multiple
times without counting it more than once towards the total volume of data
processed by the Licensed Software, however any additional data and/or data
sources (that is, new or increased amounts to the original data source) are
counted cumulatively towards such total volume of data number.
- Concurrent User License Licensed Software provided under
this License Option gives Licensee the right to install and use one copy of the
Licensed Software on the designated Host Server (as defined above) specified in
the Product Order for use by the maximum number of Concurrent Users (defined
above) for whom Licensee has paid the applicable license fee. Licensee may
connect any number of workstations to the Host Server; however, the total
number of users who may access and use the Licensed Software at any given time
is limited by the number of Concurrent Users expressly authorized by Licensor
in the Product Order. The total number of Concurrent Users is one (1), unless
Licensor expressly authorized Licensee to connect more than one Concurrent
User.
- Concurrent Users with Load Sharing Configuration Licensed
Software provided under this License Option gives Licensee the right to install
and use one copy of the Licensed Software on each server supported by a single
load sharing device. Licensee may connect any number of workstations to the
load sharing device and its connected servers; however, the total number of
users who may access and use the Licensed Software at any given time is limited
by the number of Concurrent Users expressly authorized by Licensor in the
Product Order. The total number of Concurrent Users is one (1), unless Licensor
expressly authorized Licensee to connect more than one Concurrent User.
- Server Based Thin Client License Licensed Software provided
under this License Option gives Licensee the right to install and use one copy
of the server portion of the Licensed Software on one server. If installation
of the server portion of the Licensed Software requires a thin client component
to be installed, Licensee may install and use one copy of the thin client
portion of the Licensed Software on one workstation per each thin client
license that is specified in the Product Order and for which Licensee has paid
the applicable license fee.
- Processor Capacity License Licensed Software provided under
this License Option gives Licensee the right to install the Licensed Software
on up to the total number of Cores and other processing devices within each CPU
on the designated Host Server specified in the Product Order. Licensee may
install an unlimited number of copies of the Licensed Software on single-user
computers to allow communication with the designated single Host Server.
Licensee may not reinstall or operate the Licensed Software on multiple host
processors without Licensor’s prior written consent and payment of all
applicable fees.
CaliberRM™, TeamDefine™, Together®, StarTeam®, Tempo™,
TeamDemand®, TeamFocus™, TeamAnalytics®, TeamInspector™, SilkCentral®, Test
Manager™, SilkTest®, Silk4J™, SilkPerformer® including portions thereof, other
products within the same product families and other Software Products where
indicated by Licensor.
Regardless of the type of license, each copy of the Licensed Software
contains (i) software that provides services on a computer called a server
(“Server Software”) and (ii) software that allows a computer or workstation to
access or utilize the services provided by the Server Software (“Client
Software”). For any type of license acquired, Licensee may install one copy of
the Server Software on a single computer (the computer running the Server
Software shall be referred to as the “Server”). The number of Client Software
copies that may be installed is determined by the type of license acquired as
set forth below.
- Named User A Named User license means Licensee may allow
only one (1) designated person in Licensee’s organization (“Named User”) to use
the Licensed Software per Named User license purchased (each, a “Named User
License”). The foregoing Named User Licenses shall be for access and use, only
by the equivalent number of Named Users licenses purchased. For each Named
User, Licensee may install the Client Software on up to five (5) computers
provided that the Named User is the only individual permitted to use the
Licensed Software.
- Concurrent User A Concurrent User License means Licensee may
install the Client Software on a reasonable number of computers or machines,
provided that the Licensed Software is used only by as many concurrent users at
any given moment in time as Licensee has purchased concurrent licenses and
provided further that Licensee’s use of the Licensed Software (both Client
Software and Server Software) is only on computers or machines located in the
Territory and accessed only by users physically located in the Territory. The
foregoing license shall be for access and use, only by the equivalent number of
concurrent users for whom Licensee has paid the applicable license fees. As
used in this Section, use or in use means that the Licensed Software is "in
use" on a computer or machine when it is loaded into random access memory (RAM)
of that computer and “access” means the ability to use, copy or operate the
Licensed Software . The Licensed Software may not be shared or used
concurrently on computers or machines located outside of the Territory or in
such a way to enable use or access by users located outside the Territory.
‘Territory’ means the geographical area in which the Licensed Software may be
used. The use in the Territory shall be subject to applicable export
restrictions. Territory may be any one, and only one, of the following three
geographic areas: Americas Territory, EMEA Territory or AsiaPac Territory each
as defined below. The Territory shall be based on the primary business location
of the Licensor, unless otherwise specified in a Product Order. The geographic
Territories are: (i) ‘Americas Territory’ including and limited to those
geographical areas found within the boundaries of North and South America. (ii)
‘Europe, Middle East and Africa Territory’ or ‘EMEA Territory’ including and
limited to those geographical areas found within the boundaries of Europe,
Middle East and Africa, including all the countries which are part of the
European Union, Switzerland, Norway, Jersey, Guernsey, Isle of Man, Iceland,
Monaco, Andorra, Liechtenstein, San Marino, Albania, all the countries of the
former Yugoslavia, Israel, Turkey, countries of the Arab Middle East, all the
countries of the former Soviet Union, Africa, Madagascar, and the Islands of
the South Indian Ocean. (iii) ‘Asia Pacific Territory’ or ‘AsiaPac Territory’
including and limited to those geographical areas found within the boundaries
of Asia and Australia/Pacific including South Korea, Japan, China, Taiwan, Hong
Kong, and Macau India, Maldives, Pakistan, Myanmar, Nepal, Bhutan, Bangladesh,
Thailand, Laos, Cambodia, Vietnam, Singapore, Malaysia, Indonesia, East Timor,
the Philippines, Brunei, Papua New Guinea, the Pacific Ocean Islands,
Australia, and New Zealand.
- Virtual User (SilkPerformer only) A "Virtual User"
represents a simulation of a particular individual user executing a transaction
or sequence of operations. Virtual Users are further qualified by class, and
may be licensed on either a Node-Locked or Concurrent User basis. If a Virtual
User is licensed on a Node-Locked basis (as provided below) (“Node-Locked
Virtual User License”), that Virtual User may be associated with a
Multi-Machine Controller (“MMC”) component of the Licensed Software only on the
particular system for which the Virtual User is licensed. If a Virtual User is
licensed on a Concurrent User basis (as provided below) (“Concurrent Virtual
User License”), then that Virtual User may be associated with any licensed
instantiation of a MMC at any one time, but during the operation of that
instantiation, may not be associated with any other instantiation of a MMC at
the same time. By way of example; if 50 Virtual Users are licensed on a
Concurrent User basis, Licensee may simultaneously associate all 50 with one
MMC instantiation; or simultaneously may associate 20 with one MMC
instantiation and 30 with a second MMC instantiation; but could not, for
example, simultaneously associate 30 with each of the two MMC instantiations. A
"Web Virtual User" is a Virtual User limited to performing actions in basic
web-based applications making use of the common web protocols set forth in the
accompanying release notes. A "Standard Virtual User" is a Virtual User that
has all of the rights of a Web Virtual User, and that may additionally make use
of certain client-server, database and other protocols as set forth in the
accompanying release notes. A "Premium Virtual User" is a Virtual User that has
all of the rights of a Standard Virtual User, and that may additionally make
use of certain protocols for packaged third-party applications and complex
enterprise technologies as set forth in the accompanying release notes.
Node-Locked Virtual User Licenses and Concurrent Virtual User Licenses are
available for the MMC or Service Analysis Module (“SAM”) component of the
Licensed Software. A Node Locked Virtual User License means Licensee may use
the Licensed Software in object code form on a production basis on one (1)
computer and to permit the Licensed Software to be used and accessed at any one
time by no more than the number of users indicated in the applicable Product
Order (each a "Node Locked User"). If no number is indicated, the number shall
be 1. A Concurrent Virtual User License means the same as the Concurrent User
license option above.
Notes (i) Multiplexing software: The use of one or more
external tools, including multiplexors or replicators, to reduce the number of
users directly connected to the Licensed Software shall not exempt Licensee
from acquiring licenses for all users. For example, use of multiplexing or
connection pooling software or hardware to reduce the number of users directly
connected to the Licensed Software, the number of Named Users or Concurrent
Users within Licensee’s organization using the Licensed Software shall be
measured as the number of distinct inputs to the multiplexing or connection
pooling front end and Licensee shall purchase the equivalent number of Named
User or Concurrent User Licenses. If Licensee uses replicator software,
Licensee may not use the Licensed Software or share licenses in any way not
explicitly provided for in this License Agreement. (ii) APIs: Any user
of any third party application that calls any Licensed Software application
programming interfaces (“Product APIs”) must have a valid license to connect to
the Licensed Software. Licensee shall not, and shall not allow others, to
reverse engineer, decompile, or disassemble the Product APIs. Commercial
distribution of any products that include Product APIs requires a separate
distribution license and such license is not granted by this License Agreement.
(iii) TeamInspector: TeamInspector is licensed on a Named User basis
only. (iv) Connectors: A license purchased for this Licensed Software
allows use of such software in any quantity solely in conjunction with
TeamAnalytics that is licensed and ordered separately.
All Application Middleware products including AppServer™ and
VisiBroker® including portions thereof, other products within the same product
families and other Software Products where indicated by Licensor.
- Development License Options
- Named User: For each Named User License, Licensee may
install and execute the Licensed Software on one (1) computer for use by one
(1) person in Licensee’s organization solely to develop, compile (including
byte code compile), and test, in source or object code form, Licensee’s own
application programs and other works ("Works") designed to work with the
Licensed Software. Unless Licensee has purchased a valid Deployment License as
described below, Licensee may not deploy or use the Licensed Software on a
production basis. The Licensed Software contains certain time-out features
designed to prevent the Licensed Software from being deployed in a runtime
environment for longer than a specified period without Deployment License keys.
Deployment License keys will be provided to Licensee at such time as Licensee
purchases the requisite Deployment Licenses. WORKS CREATED USING THE LICENSED
SOFTWARE MAY REQUIRE THE LICENSED SOFTWARE IN ORDER TO RUN. WITHOUT THE
REQUISITE DEPLOYMENT LICENSE KEYS, THE LICENSED SOFTWARE WILL BE DISABLED AND
THOSE WORKS MAY NO LONGER RUN. LICENSEE SHOULD THEREFORE TAKE PRECAUTIONS TO
AVOID ANY LOSS OF DATA THAT MIGHT RESULT.
- Deployment License Options
- Concurrent User: For each Concurrent User Deployment
License, License may install the Licensed Software, in executable form only, on
a server accessed and used by multiple users over a network, provided that the
Licensed Software is used only by as many concurrent users at any given moment
in time as Licensee has purchased concurrent licenses and provided further that
use of the Licensed Software is only in the Territory and accessed only by
users physically located in the Territory. The foregoing license shall be for
access and use, only by the equivalent number of concurrent users for whom
Licensee has paid the applicable license fees, solely to create, compile
(including byte code compile), test and deploy, in source or object code form,
Works. As used in this Section, use or in use means that the Licensed Software
is "in use" on a computer or machine when it is loaded into random access
memory (RAM) of that computer. The Licensed Software may not be shared or used
concurrently on computers or machines located outside of the Territory or in
such a way to enable use or access by users located outside the Territory.
- Server/CPU: For each Server/CPU Deployment License
Licensee may install and execute the Licensed Software in object code form on a
production basis on one (1) server hardware unit that is operating the platform
designated in the applicable Product Order and that has no more than the number
of CPUs designated in the applicable Product Order and to permit the Licensed
Software as so installed to be accessed at any one time by an unlimited number
of concurrent users. Licensee may not install or execute the Licensed Software
on any type of device that has a greater number of CPUs and Licensee may not,
under a given Server/CPU Deployment License, install or execute the Licensed
Software on more than one (1) computer. Licensee may use and deploy the
Licensed Software either as a Server or as a Client. Use of the Licensed
Software as a "Server" means to manage and control the automated exchanges of
information with one or more remote computers through various
telecommunications channels. Use of the Licensed Software as a "Client" means
to operate the Licensed Software on a computer to facilitate communications
with the Server. The Client shall not act as or perform the functions of a
Server. A Client may make only a maximum of 10 concurrent call backs. A Client
shall not have POA (Portable Object Adapter) policies with the following
values: LifespanPolicyValue.PERSISTENT;
RequestProcessingPolicyValue.USE_SERVANT_MANAGER;
RequestProcessingPolicyValue.USE_DEFAULT_SERVANT Subject to these restrictions
and limitations and any additional restrictions or limitations that may appear
in the applicable Product Order, Licensee may install the Client on an
unlimited number of computers. Licensee receives no right to deploy Clients
without the purchase of a Server/CPU Deployment License.
- Backup Server License Option for AppServer and
VisiBroker Licensee may install the Licensed Software on a single backup
server and use the Licensed Software in object code form solely for backup or
disaster recovery purposes (“Backup Server License”). Licensee may not use the
Licensed Software on a production basis except during periods when one or more
copies of the Licensed Software for which Licensee has purchased a Deployment
License are nonfunctional, and, in such event, only in accordance with the
terms of the Deployment License.
- Standby Server License Option for AppServer and
VisiBroker Licensee may install the Licensed Software on a single standby
server and use the Licensed Software in object code form solely in a standby,
non-production mode for use in the event the primary server fails (“Standby
Server License”). Licensee may not use the Licensed Software on a production
basis under a Standby Server License except during periods when one or more
copies of the Licensed Software for which Licensee has purchased a Deployment
License are nonfunctional, and, in such event, only in accordance with the
terms of the Deployment License.
- System Partitioning /LPAR/IFL Licensed Software may be licensed for
installation and use on computer systems which incorporate logical partitioning
(LPAR), and/or Integrated Facility for Linux (“IFL”) provided such rights have
been expressly granted to Licensee by Licensor in writing and Licensee complies
with the restrictions set forth in this Section. The licensing models in this
Section 1 are only applicable to Server type licenses and are not available for
computer systems where system resources (e.g. Cores/CPUs) may be scaled down or
varied (e.g. “Pay Per Use” or “Pay Per Forecast” models).
- Logical Partitioning (LPAR): The licensing requirements
of computer systems (e.g. a Host Server) which incorporate hard and/or soft
partitioning shall have their licensing requirements determined as follows:
- Hard Partitioning: Hard partitioning is established
by using a hard physical partition to physically segment a single larger server
so that the Host Server utilizing the Licensed Software is a separate and
distinct smaller system (that is, each separate system acts as a physically
independent, self-contained server with its own CPUs, operating system,
separate boot area, memory, input/output subsystem and network resources).
Examples of such hard partitioning include: Dynamic System Domains (DSD) --
enabled by Dynamic Reconfiguration (DR), Solaris 10 Containers (capped
Containers only), LPAR (adds DLPAR with AIX 5.2), Micro-Partitions (capped
partitions only), vPar, nPar, Integrity Virtual Machine (capped partitions
only), Secure Resource Partitions (capped partitions only), and Static Hard
Partitioning. For computer systems where hard partitioning has been employed to
create the Host Server being utilized to operate the Licensed Software, such
Host Server shall be licensed pursuant to the terms and conditions set forth in
this Section 1 as if such Host Server where a separate and distinct computer
system. For example, where the total computer system has 8 Cores/CPUs but only
4 Cores/CPUs have been hard portioned to use the Licensed Software, Licensee
shall only be required to license such 4 Cores/CPUs on such hard partitioned
system.
- Soft Partitioning: Soft partitioning is established
by using the computer systems operating system resource manager to segment and
limit the number of Cores/CPUs where the Licensed Software is running by
creating areas where processor resources are allocated and limited within the
same operating system. Examples of such soft partitioning include: Solaris 9
Resource Containers, AIX Workload Manager, HP Process Resource Manager,
Affinity Management, Oracle VM, and VMware. For computer systems where soft
partitioning has been employed to create the Host Server being utilized to
operate the Licensed Software, such Host Server shall be licensed pursuant to
the terms and conditions set forth in this Section 1 as if such Host Server
where a separate and distinct computer system but the Cores/CPU required to be
licensed shall be an “expected” Cores/CPU number calculated as the ratio of the
number of Cores/CPUs soft partitioned as a percentage of the entire computer
system’ Cores/CPUs, increased by ten percent (10%). For example, on an 8
Core/CPU computer system where soft partitioning has been utilized such that
only 4 Cores/CPUs are allocated to use the Licensed Software, a Server License
fee charge equal to 60% of the total computer system Cores/CPUs would be
required (50%+10% = 60% of an 8 Core/CPU system license fee).
- Integrated Facility for Linux (“IFL”): An Integrated
Facility for Linux or IFL Host Server is established by using a dedicated Host
Server where the IFL Host Server is isolated from general use and is only
capable of utilizing the Linux operating system and running Linux applications
and cannot run other operating systems or applications. For IFL Host Server
computer systems being utilized to operate the Licensed Software, such IFL Host
Server shall be licensed pursuant to the terms and conditions set forth in this
Section 1 as if such IFL Host Server were a separate and distinct computer
system. For example, where the total computer system that has 8 Cores/CPUs but
the IFL Host Server is a 4 Cores/CPUs IFL computer system and the IFL system is
the only system using the Licensed Software, Licensee shall only be required to
license such 4 Cores/CPUs on such IFL Host Server system.
- LPAR and IFL Host Server Verification: Licensee shall
provide to Licensor, upon commencement of this License Agreement and at such
other times as Licensor may reasonably request, confirmation that Licensee’s
computer systems comply with the LPAR and/or IFL license requirements set forth
in Subsections 1(a) and (b) above. Such confirmation shall be signed by a
director or officer of Licensee and shall be accompanied by all information as
Licensor reasonably requires to verify that Licensee is utilizing the Licensed
Software in compliance with the terms and conditions of the License Agreement.
The foregoing is in addition to Licensor’s rights under Section 3 of the
License Agreement.
- Evaluation License Option Licensed Software provided under
this License Option gives Licensee a term license to use the Licensed Software
within Licensee’s organization during the evaluation term specified in writing
by Licensor, solely for evaluation and testing purposes on a single computer
system and not for development, commercial, or production purposes. Licensee
may not reproduce or distribute the Licensed Software. Licensee’s results of
benchmark or other performance tests run on or using the Licensed Software may
not be disclosed to any third party without Licensor’s prior written consent.
At any time during the evaluation term or upon completion thereof, Licensee
may, upon written notification to Licensor and payment of the applicable
license fee, replace the evaluation license with a license to use the Licensed
Software pursuant to one of the other applicable options listed in Annex1. In
the absence of such notification by Licensee, the evaluation license shall
automatically terminate at the end of the evaluation term and Licensee shall
return, or, if Licensor so directs, delete and destroy all such Licensed
Software and provide Licensor with written confirmation of such deletion and
destruction being completed. Licensor may, in its sole discretion, grant
Licensee an extension to the evaluation term subject to receiving a written
request and reasons for such request from Licensee prior to expiration of the
evaluation term. Licensor will specify any such agreed extension in writing to
Licensee. Licensed Software provided by Licensor free of license fee charge
shall be deemed to be provided pursuant to this Evaluation License Option
unless otherwise agreed in writing. In the absence of any contrary period
specified in writing by Licensor, the evaluation term shall be deemed to be
thirty (30) days. In relation to Licensed Software provided pursuant to this
Evaluation License Option, this Section shall prevail over any contrary
provisions set forth in this License Agreement.
- Test License Option Licensed Software provided under this
License Option gives Licensee a limited license to use the Licensed Software
solely for Licensee’ internal testing purposes on a single computer system. At
no time may Licensee use the Licensed Software for development, commercial, or
production purposes, nor may Licensee reproduce or distribute the Licensed
Software or any software application programs created with it. The applicable
license fee for this License Option will be determined by the access or use to
be tested. For example, batch process testing will require the payment of the
applicable license fee for a Licensor server license for CPU. Licensee’ results
of benchmark or other performance tests run on or using the Licensed Software
may not be disclosed to any third party without Licensor’s prior written
consent. If Licensee uses the Test Licenses for any purpose other than for
Licensee’ internal testing purposes, the Test License shall terminate
automatically and without notice. Upon such termination, Licensee may convert
the terminated Test License to a standard license type listed above by paying
the applicable conversion fee. In relation to Licensed Software provided
pursuant to this Test License Option, this Section shall prevail over any
contrary provisions set forth in this License Agreement.
The following terms and conditions apply to the applicable Licensed
Software products named below and supersede any conflicting terms and
conditions set forth elsewhere in this License Agreement:
ALL VERSIONS OF NET EXPRESS®, SERVER EXPRESS™, MICRO FOCUS STUDIO™,
MICRO FOCUS SERVER™, EXTEND®, RELATIVITY®, RM/COBOL® , REUZE DEVELOPER, OPEN
PL/I AND XCENTRISITY®. For this Licensed Software Licensee has the option
to use the Licensed Software licenses purchased either (i) for internal
development purposes, or (ii) to reproduce and distribute internally, as both
options are described in Annex 1, any software application program created by
Licensee using any such Licensed Software product, in whole or in part, as a
part of Licensee’ own application software product (“Licensee Application
Software”). Where the foregoing option (ii) is selected it is contingent upon
Licensee (a) including Licensor’s copyright notice for the Licensed Software on
the product label and as a part of the sign-on message for such Licensee
Application Software product; and (b) indemnifying, holding harmless and
defending Licensor and its third-party suppliers from and against any claims or
lawsuits, including attorneys’ fees, legal fees and court costs that arise out
of, or result from, the use or distribution of such Licensee Application
Software. Licensee can only reproduce and distribute Licensee Application
Software to third parties after entering into a separate distribution agreement
with Licensor. Usage and distribution of the Licensed Software arises both by
the explicit distribution of any Licensee Application Software and by the
implicit distribution and usage of any such functionality when linked into a
software application program. The grant of license for the Licensed Software
does not permit Licensee to either use or reproduce and distribute any files
supplied as part of the Licensed Software in order to create a compiler,
interpreter or runtime support product. Licensor offers specific production
licensing options for distribution to third parties which vary depending upon
the license fees paid by Licensee and Licensee should contact its Licensor
sales representative for more details.
MAINFRAME EXPRESS® ENTERPRISE EDITION.
- Where Mainframe Express Enterprise Edition (all versions and editions
including earlier versions such as Mainframe Express) is the Licensed Software,
Mainframe Express Enterprise Edition may only be used for development purposes.
Licensee may not use Mainframe Express Enterprise Edition for production
purposes nor utilize or access any of the Mainframe Access portions of the
Licensed Software from any Licensed Software product licensed separately,
unless the Licensor product, Mainframe Access, has also been separately
licensed from Licensor, in which case, the Mainframe Access product included as
part of Mainframe Express Enterprise Edition may be installed on the number of
host (mainframe) machines needed to support the number of authorized end-users
of Mainframe Express Enterprise Edition.
- Where Mainframe Express Enterprise Edition is the Licensed Software,
the Licensed Software will contain Component Generator. In order to use the
components created using Component Generator, Licensee must pay a license fee.
Upon payment of such license fee, Licensor grants Licensee a personal,
non-exclusive, non-transferable license to use the components according to the
type of license granted. Licensor has and will retain all ownership rights to
any application source code generated by a template, wizard or similar
functionality, (“Generated Source Code”) supplied as part of the Component
Generator including without limitation all patent rights, copyrights,
trademarks, trade secrets, service marks, related goodwill, and confidential
and proprietary information relating thereto. For the avoidance of doubt,
Generated Source Code does not include Application Server Files. Licensee shall
have and retain all ownership rights to Licensee’s implementation of the
Generated Source Code, provided that nothing in this Section shall be construed
as in any way granting Licensee any right to limit or prevent: (i) Licensor
from licensing any of its existing or future Licensed Software or providing any
of its existing or future services to third parties; or (ii) Licensor or any
other users of the Component Generator from generating and using identical or
similar implementations of Generated Source Code. Licensor grants Licensee a
perpetual, transferable, non-exclusive, royalty-free right to reproduce and
distribute the Generated Source Code in object code form together with any
implementation Licensee make thereto as a part of Licensee’s application of the
Licensed Software product created using the Component Generator and that such
Licensee application of the Licensed Software product adds significant and
primary functionality to the Generated Source Code.
ALL VERSIONS OF MICRO FOCUS STUDIO, REUZE DEVELOPER AND NET
EXPRESS. For this Licensed Software
- Redistribution of Internet Shortcut Support DLL (URL.DLL) in
Microsoft Win32 SDK. To obtain rights to distribute file "URL.DLL" supplied
as part of the Microsoft Win32 SDK that may be included with the Licensed
Software, Licensee must print out, sign and return the Microsoft Win32 SDK End
User Licensee Software License Agreement (located at \license\win32sdk.txt in
the Microsoft Win32 SDK) to Microsoft Corporation, Win32 SDK Program, Building
5-2, One Microsoft Way, Redmond, Washington 98052-6399. URL.DLL may be included
as part of a future version of Windows or Windows NT. Upon notification by
Microsoft of its inclusion of URL.DLL in Windows or Windows NT, Licensee shall
upgrade its application so that it no longer contains URL.DLL, and within a
reasonable period after such time, but no later than six (6) months, cease
distribution of URL.DLL.
- Use of Microsoft Visual Studio Technology and Visual Studio .NET
Premier Partner Edition, including VSIP-SDK (“VSN Software”). The VSN
Software is provided by and governed under the VSN Software End User License
Agreement (“VSN EULA”) enclosed with the Licensed Software. Licensee must agree
to be bound by the VSN EULA before use of the VSN Software. Licensee shall not
use or enable others to use the information/content of the VSIP-SDK to enable
any development environment other than Visual Studio .NET to host packages that
use the interfaces documented in the VSIP-SDK or use or enable others to
develop or distribute extensions to or wrappers for the VSN Software, or the
interfaces between the Licensed Software and the VSN Software.
ACADEMIC EDITIONS/USERS. Where Licensed Software is licensed
under Licensor’s ACTION Program, in addition to the above terms and
conditions:
- Licensee shall not use the Licensed Software for any purpose other
than for education, training or academic research activities.
- Licensee shall not copy the Licensed Software, nor shall Licensee
distribute, transfer or assign the Licensed Software without specific
permission from Licensor.
- License management: If Licensee is the academic institution using the
Licensed Software for teaching purposes, Licensee will manage all student
licenses through a license server provided by Licensor in accordance with
guidelines provided by Licensor. Licensee agrees to provide reports describing
the number of licenses Licensee has issued in each period upon Licensor’s
request.
- Where CALIBERRM™, TEAMDEFINE™, TOGETHER®, STARTEAM®, TEMPO™,
TEAMDEMAND®, TEAMFOCUS™, TEAMANALYTICS®, TEAMINSPECTOR™, SILKCENTRAL®, TEST
MANAGER™, SILKTEST®, SILK4J™, SILKPERFORMER® APPSERVER™ OR VISIBROKER is
the Licensed Software, the Licensed Software may be used solely for Licensee’s
personal use in providing or receiving instruction within the limited scope of
guided computer programming and/or software training course(s) in which
Licensee is a direct and personal participant, either as student or instructor
(“Course(s)”). The Licensed Software may only be used with other participants
of the Courses and then only for educational or training purposes. The Licensed
Software may not be used for any commercial, business, governmental or
institutional purpose of any kind, except to the extent Licensee is an
instructor teaching a Course.
NET EXPRESS PERSONAL EDITION. Where Net Express Personal Edition
is the Licensed Software, in addition to the above terms and conditions:
- Licensee shall not to use the Licensed Software for any purpose other
than for personal educational and non-commercial activities. The Licensed
Software may not be used for training or teaching purposes.
- Licensee shall not use the Licensed Software to compile source code
for applications of more than two thousand, two hundred (2200) lines of
procedural code (exclusive of lines containing comments and/or blanks) in any
one (1) application or to deploy such application to any other machine.
- Licensee shall not copy the Licensed Software, nor shall Licensee
distribute, transfer or assign the Licensed Software without specific
permission from Licensor
ALL VERSIONS OF MICRO FOCUS STUDIO, NET EXPRESS, AND SERVER
EXPRESS. This Licensed Software may include or generate limited licenses
for Micro Focus Server, Application Server and/or Enterprise Server. If such
licenses are included or generated, these limited licenses are provided solely
for use by the Named User of the Licensed Software in order to unit test an
application developed with any version of Micro Focus Studio, Net Express, or
Server Express on the server used to develop the application and may not be
used for system testing, production or deployment. Any use of this limited
license outside of the development and unit testing of such applications is
outside the scope of the license.
ALL VERSIONS OF MICRO FOCUS STUDIO, REVOLVE® ENTERPRISE EDITION,
MAINFRAME EXPRESS, NET EXPRESS, AND MICRO FOCUS LICENSE SERVER. Licensee
may use the Micro Focus License Server that accompanies the Licensed Software
to generate request or access codes for Licensee’s use of the Licensed
Software. Licensee may not use the Micro Focus License Server to generate
multiple-user request of access codes for the Licensed Software unless Licensee
has paid the appropriate license fees for each authorized user accessing the
Licensed Software.
MICRO FOCUS STUDIO FOR COBOL DEVELOPERS AND MICRO FOCUS STUDIO
ENTERPRISE EDITION. Where Micro Focus Studio is the Licensed Software,
Licensee may utilize the Licensed Software on both the Windows platform and one
UNIX platform, which will be designated on the Product Order. Use of the
Licensed Software on a different UNIX platform than originally licensed or on
more than one UNIX platform will require additional licenses and the payment of
applicable license fees. Licensee may install the Licensed Software on more
than one machine or Host Server, so long as the Licensed Software is only used
by the same named user on each machine or Host Server.
MICRO FOCUS REVOLVE ENTERPRISE EDITION. Where Micro Focus Revolve
Enterprise Edition is the Licensed Software, Licensee may only utilize the
Licensed Software for its own internal benefit and may not use the Licensed
Software to process third-party code or to generate reports to be delivered to
a third-party for that third party’s benefit without first entering into a
separate agreement with Licensor.
MICRO FOCUS DATA EXPRESS™. Where Micro Focus Data Express is the
Licensed Software Licensee may utilize both the Data Subset Extraction and the
Data Masking modules, however, Licensee may only use other modules that are
expressly listed in the relevant Product Order and for which Licensee has paid
the separate relevant license fee.
MICRO FOCUS ENTERPRISE VIEW™. Where Micro Focus Enterprise View
is the Licensed Software, Licensee may only use those additional modules that
are listed in the Product Order and for which Licensee has paid a separate
license fee. Where a Micro Focus Enterprise View module has language-specific
capability, any licensed languages shall be listed in the Product Order.
Support for additional languages is subject to an additional license fee.
MICRO FOCUS ENTERPRISE VIEW - RAPID ASSESSMENT OPTION. Micro
Focus Enterprise View – Rapid Assessment Option is provided to Licensee on a
fixed term license basis only. The start and ending dates of the term will be
set forth in the Product Order. Unless otherwise stated in the Product Order,
Micro Focus Enterprise View – Rapid Assessment Option is licensed on a “Line of
Code” basis.
MODERNIZATION WORKBENCH SOFTWARE DEVELOPMENT KIT. This Licensed
Software may only be utilized for the purpose of creating applications designed
to operate with Modernization Workbench. The SDK does not contain any
redistributable code and Licensee is not permitted to distribute any part of
the SDK. No support is provided for the SDK.
XCENTRISITY BUSINESS INFORMATION SERVER. This Licensed Software
is licensed on a concurrent user basis for local area network usage (“LAN”) or
wide area network usage (“WAN”). A LAN license may only be installed and used
on one server, whereas a WAN license may be installed and used on any number of
servers, both subject to the number of concurrent users licensed.
OPTIMAL TRACE, QACENTER, QADIRECTOR, QALOAD, QARUN, RECONCILE,
TESTPARTNER, TRACKRECORD, CARS, TEST FACTORY, DEVPARTNER. This Licensed
Software may include technology for monitoring authorized use, including the
policy files and license keys required to use the Licensed Software (the
“License Authorization Server” or “LAS”). The LAS may be installed on a
single-specified computer system at the specific site for which Licensee has
contracted (the “Designated System”). The LAS, or any part thereof, may not be
transferred from the Designated System. Regardless of the installation of the
LAS, Licensee must remain compliant with the terms in this License Agreement
(including without limitation any license restrictions and number of users
permitted pursuant to this License Agreement). The LAS cannot be used or
installed on a Virtual Machine.
Licensee may not transfer, ship or use this Licensed Software outside
the country in which it was originally licensed to Licensee. Only one copy of
the Licensed Software may be installed on a single computer at any one time
unless: (A)The Software is designed and intended by Licensor for use in a
shared network client server environment, as set forth in the Documentation; or
(B) Licensee has purchased a license for each individual user of the Licensed
Software and/or for each computer that will have access to the Software. Except
for Optimal Trace Enterprise Edition, in the event the Software is designed and
intended by Licensor for use in a shared network client server environment,
Licensee may only install the Software on a single server.
The following shall only apply if the Licensed Software is device
driver development software, used by Licensee to develop application or device
driver programs (“User Software”), as specified in the Documentation. The User
Software may include run-time components (“RTCs”) that have been extracted by
the Software from the library files of the Software, programs to remotely test
the User Software, and compiled code examples. These RTCs, examples, and
programs are specifically designated as redistributable in the Documentation.
Licensee has a worldwide, non-exclusive, royalty-free, restricted license to:
(A) modify, compile and distribute the driver code examples; (B) distribute the
remote testing program for testing purposes only; (C) embed the RTCs and driver
code examples in its User Software, in object code form only; and (D) reproduce
and distribute the RTCs and driver code examples embedded in its User Software,
in object code form only provided that with respect to each of (A) – (D)
inclusive (i) Licensee distributes the RTCs and driver code examples only in
conjunction with and as a part of its User Software; (ii) Licensee will be
solely responsible to anyone receiving its User Software for any updates,
technical and other support obligations, and any other liability which may
arise from the distribution of its User Software; (iii) Licensee does not use
Licensor’s or its licensors' names, logos, or trademarks to market or
distribute its User Software; (iv) Licensee includes Licensor’s and its
licensors' copyright and/or proprietary notices and legends within the
executable images of its User Software and on Licensee's software media and
documentation; and (v) Licensee agrees to indemnify, hold harmless and defend
Licensor and its licensors from and against any claims or lawsuits, including
attorneys’ fees, that arise or result from the use or distribution of its User
Software.
OPTIMAL TRACE, QACENTER, QADIRECTOR, QALOAD, QARUN, QUALITY MANAGER,
RECONCILE, TESTPARTNER, TRACKRECORD, TEST FACTORY, DEVPARTNER. This
Licensed Software may be used in a Virtual Machine only where licensed for
concurrent users. In addition this Licensed Software may be used on any
operating system on which the Licensed Software is capable of operating and
which is supported by Licensor.
QALOAD. This Licensed Software may be licensed on a Virtual User
basis. A "Virtual User" represents a simulation of a particular individual user
executing a transaction or sequence of operations. QALoad Virtual users are
pooled for use by the total number of licensed QALoad Conductors and one or
more licensed QALoad Conductors may use some or all licensed Virtual Users.
Virtual Users may be used across all support protocols (Easyscripts).
SILKCENTRAL, TEST MANAGER, SILKTEST, SILK4J, SILKPERFORMER This
Licensed Software may include technology for monitoring authorized use,
including the policy files and license keys required to use the Licensed
Software (the “License Authorization Server” or “LAS”). The LAS may be
installed on a single-specified computer system at the specific site for which
Licensee has contracted (the “Designated System”). The LAS, or any part
thereof, may not be transferred from the Designated System. Regardless of the
installation of the LAS, Licensee must remain compliant with the terms in this
License Agreement (including without limitation any license restrictions and
number of users permitted pursuant to this License Agreement). The LAS cannot
be used or installed on a Virtual Machine.
SILK PERFORMER. This Licensed Software may be installed on a
reasonable number of Licensee computer systems. Licensee may use the
Multi-Machine Controller (also referred to as “Workbench”) (“MMC”) component
and related load-test agents on an unlimited number of machines for an
unlimited number of users, but solely in connection with the use of
SilkPerformer in accordance with the number, type and class of Virtual User
Licenses purchased. Premium Virtual User Licenses for SilkPerformer, when
ordered in any quantity, include a single Named User limited license to use
SilkTest (the “Additional Product”). The Additional Product may be used ONLY in
conjunction with the Premium Virtual User Licenses of SilkPerformer and may not
be used or transferred on a stand-alone basis. Incremental use of any
Additional Product beyond the single Named User license, or stand-alone use,
must be licensed and paid for separately.
TEAMANALYTICS 2008. This Licensed Software includes a single
Named User limited license to use StarTeam (either StarTeam Enterprise 2006,
StarTeam Enterprise Advantage 2006, StarTeam Enterprise 2008 or StarTeam
Enterprise Advantage 2008), CaliberRM (either CaliberRM 2006 or CaliberRM 2008)
and SilkCentral Test Manager (either SilkCentral Test Manager 2006 or
SilkCentral Test Manager 2008) (the “Additional Products”). The Additional
Products may be used only in conjunction with the TeamAnalytics 2008 product
and may not be used or transferred on a stand-alone basis. Incremental use of
any Additional Products beyond the single Named User license, or stand-alone
use, must be licensed and paid for separately.
TEAMANALYTICS 2009. This Licensed Software includes a single
Named User limited license to use StarTeam, CaliberRM and SilkCentral Test
Manager (collectively, the “Additional Products”). The Additional Products may
be used ONLY in conjunction with the TeamAnalytics 2009 and may not be used or
transferred on a stand-alone basis. Incremental use of any Additional Products
beyond the single Named User license, or stand-alone use, must be licensed and
paid for separately.
TOGETHER. This Licensed Software may be used solely to create,
compile (including byte code compile), test and deploy, in source or object
code form, Licensee application programs and other works. This Licensed
Software requires registration with Licensor prior to use. Licensee will be
prompted to register at the time of installation or first use, at which time
Licensee will be notified, or directed to online resources explaining, how
registration information provided by Licensee may be used and Licensee will be
afforded the opportunity to opt out of certain uses of such information.
Licensee may use the License Manager component of the Licensed Software, in
executable form only, on a server for use solely in connection with Licensee’s
use of the Licensed Software.
TEAMDEFINE. This Licensed Software includes the capability for an
unlimited number of users to review the simulation program integrated into the
Licensed Software by Licensor or its suppliers. Such users may not otherwise
use the Licensed Software. Where an evaluation license option is obtained for
this Licensed Software pursuant to Annex 1.E.2 the evaluation period will
continue for up to 365 days. During the first 30 days of the evaluation period
Licensee will be able to access all functionality of this Licensed Software
except “Project Export”. During the remaining evaluation period such
functionality will continue except that Licensee will have read only access to
“simulations”, “requirements”, “SDK”, “integrations”, “images” and “templates”.
Licensee may purchase a full license for this Licensed Software at any time
during the evaluation period.
SILKCENTRAL, TEST MANAGER, SILKTEST, SILK4J, SILKPERFORMER,
TEAMDEFINE, CALIBER™, TOGETHER, STARTEAM, TEMPO, TEAMDEMAND, TEAMFOCUS,
TEAMANALYTICS, TEAMINSPECTOR, APPSERVER, VISIBROKER. This Licensed Software
may be used in a Virtual Machine only where a concurrent user license has been
granted
APPSERVER, VISIBROKER. For this Licensed Software, regardless of
the number of CPU's for which Licensee has purchased a Deployment License: (i)
Licensee may not run more than one instance of the deployed Licensed Software
on a single computer, and (ii) the Licensed Software may not be accessed at any
one time by more than the number of Concurrent Users indicated in the
applicable Product Order. In the event Licensee desire additional instances or
additional Concurrent Users, Licensee must purchase a separate license
applicable to a different computer.
APPLICATION MIDDLEWARE PRODUCTS. Licensee may not include this
Licensed Software or any component thereof in any general-purpose software
development tool, library, component, or any other product that is generally
competitive with or a substitute for the Licensed Software or any other
Licensor product offerings; nor may Licensee use the Licensed Software to
create a product or operate a service that is generally competitive with the
Licensed Software or any other Licensor product offerings, including any
general-purpose software development tool. The foregoing restriction does not
apply, however, to use of the Licensed Software to develop "plug-ins" (i.e.,
integrations created using the Licensed Software's open tools API) so long as
such plug-ins are designed to provide supplementary functionality to the
Licensed Software.
This Licensed Software is not redistributable. Licensee is not permitted
to reproduce the Licensed Software for sublicensing, resale, lending, leasing,
deployment or distribution to any party, including without limitation,
distributing the Licensed Software as part of a VAR, OEM, distributor or
reseller arrangement. If Licensee integrates the Licensed Software into a Work
and intends to distribute or resell the resulting integrated Work, Licensee
must contact Licensor to obtain the appropriate distribution license.
The portions of this Licensed Software identified as VISISECURE,
VISITRANSACT, VISINOTIFY, VISITIME and VISITELCOLOG (collectively, the "
VISISERVICES") are not redistributable. This License Agreement does not permit
Licensee to execute, or otherwise use the VISISERVICES portion of the Licensed
Software for any purpose unless Licensee has acquired a separate Development
and/or Deployment License for VISISERVICES directly from Licensor before
developing or deploying any Work that uses such portion of the Licensed
Software. Licensee is not permitted to reproduce VISISERVICES for sublicensing,
resale, lending, leasing, deployment or distribution to any party, including
without limitation, distributing VISISERVICES as part of a VAR, OEM,
distributor or reseller arrangement. If Licensee integrates VISISERVICES into a
Work and intends to distribute or resell the resulting integrated Work,
Licensee must contact Licensor to obtain the appropriate distribution
license.
Notwithstanding the prohibition hereunder against decompiling this
Licensed Software, Licensee may use that portion of the Licensed Software
identified as "API Decompiler" for inspecting the public application
programming interface (API) of the JAVA BEANS COMPONENT LIBRARY, DATAEXPRESS,
DBSWING and OPENTOOLS API modules.
The following Java Technology Restrictions are applicable to the
component of this Licensed Software identified as SonicMQ if it accompanies the
Licensed Software: Licensee may not modify the Java Platform Interface ("JPI",
identified as classes contained within the "java" package or any subpackages of
the "java" package), by creating additional classes within the JPI or otherwise
causing the addition to or modification of the classes in the JPI. In the event
that Licensee otherwise create an additional class and associated API(s) which
(i) extends the functionality of a Java platform, and (ii) is exposed to third
party software developers for the purpose of developing additional software
which invokes such additional API, Licensee must promptly publish broadly an
accurate specification for such API for free use by all developers. Licensee
may not create, or authorize its own licensees to create additional classes,
interfaces, or subpackages that are in any way identified as "java", "javax",
"sun" or similar convention as specified by sun in any class file naming
convention.
This Licensed Software may include certain files, libraries and/or
source code specifically designated as “redistributables" by Licensor in the
accompanying printed or on-line documentation and that are necessary to use
works created using the Product ("Redistributables"). From time to time,
Licensor may designate other files as Redistributables. Subject to the terms
and conditions of this License Agreement, Licensee may freely redistribute
source code or compiled code that is entirely Licensee’s own and does not
contain any Redistributables. Subject to the terms and conditions of this
License Agreement, Licensor grants Licensee the personal, non-exclusive,
non-transferable and limited license to: (a) make exact copies of the
Redistributables and distribute those copies solely as components of Licensee’s
Works and solely as required for permitting end users of the Works ('End
users") to install and execute the Works; (b) install and execute
Redistributables, without modification, solely for Licensee’s own internal use;
and (c) sublicense to End Users the personal, non-exclusive, non-transferable
right to install and execute Redistributables, without modification, solely as
components of Works and solely for such End Users' own internal use, subject to
End Users' compliance with the restrictions in this License Agreement. These
rights granted may not be exercised by others, including co-developers,
regardless of how Licensee’s Works are compiled, linked, or packaged. These
rights apply only to Redistributables and to no other file, library, source
code or other component or derivative work of the Licensed Software. They may
be exercised only with respect to works created by Licensee using a duly
licensed, properly registered copy of the Licensed Software.
| Micro Focus License Agreement 1 November 2009 All
products |
LIC-GEN-17 |
ENDS