END-USER LICENSE AGREEMENT
IMPORTANT—READ CAREFULLY: This End-User License Agreement (“EULA”) is a legal
agreement by and between “you” (either an individual or a single legal entity) and
Intergraph Corporation doing business as Hexagon Geospatial (“Hexagon”) for the
Intergraph software product(s) (“SOFTWARE PRODUCT”) delivered with this EULA,
which includes the computer software, object code copy, and all of the contents of the
files, disk(s), CD-ROM(s) or other media with which this EULA is provided, including any
templates, printed materials, and online or electronic documentation. All copies of the
SOFTWARE PRODUCT and any Updates of the SOFTWARE PRODUCT, if any, are
licensed to you by Hexagon pursuant to the terms of this EULA. Any software, including,
without limitation, any open source components and/or Upgrades, associated with a
separate end-user license agreement is licensed to you under the terms of that license
agreement. By installing, copying, downloading, accessing or otherwise using the
SOFTWARE PRODUCT, you agree to be bound by the terms of this EULA, which shall
take precedence over any other document and shall govern your use of the SOFTWARE
PRODUCT, unless Hexagon and you have agreed to a signed license agreement with
Hexagon that specifically addresses the licensing of the applicable SOFTWARE
PRODUCT(s) for a discrete transaction, in which case the signed license agreement shall
take precedence and shall govern your use of the SOFTWARE PRODUCT. You agree that
this EULA is enforceable against you the same as any written, negotiated contract signed
by you. If you do not agree to the terms of this EULA, you are not authorized to, and you
shall not, download, install or use the SOFTWARE PRODUCT.
1.0
DEFINITIONS. As used in this EULA, the following terms are defined as follows and
other capitalized terms set forth in this EULA shall have the meaning ascribed to them in this
EULA:
1.1
“Core” means a physical processor on a computer server that can respond to
and execute the basic instructions that drive the computer. A Central Processing Unit (CPU)
may have one or more Cores, and a given server may have multiple CPU sockets that may
each contain multiple Cores.
1.2
“Desktop-based SOFTWARE PRODUCT” means a self-contained application
that runs from a local drive and does not require network connectivity to operate.
1.3
“Installation Guide” means a computer file in a Microsoft Word or Adobe PDF
document or a text file that contains information a User may need to install or operate a
SOFTWARE PRODUCT program
1.4
“Primary License” means the license(s) of the SOFTWARE PRODUCT
provided to you for general production use as authorized by this EULA.
1.5
“Supplementary License” means a license(s) of the SOFTWARE PRODUCT
which is made available by Hexagon for select SOFTWARE PRODUCTS to augment Primary
Licenses for special purposes. Each Supplementary License requires a Primary License and the
term of the Supplementary License shall not exceed the term of the applicable Primary License.
1.6
“System” means a physical or operational location where the SOFTWARE
PRODUCT resides and operates on an individual server or where a single operational
identification number (“Site ID”) has been assigned by Hexagon.
1.7
PRODUCT.
“Update” means any modified version, fix, or patch of the SOFTWARE
1.8
“Upgrade” means each new release of the SOFTWARE PRODUCT that is as a
result of an architectural, major, or minor change to the SOFTWARE PRODUCT. Upgrades
may be provided with a separate EULA. The EULA delivered with the Upgrade will supersede
any EULA or signed license agreement associated with prior releases of the SOFTWARE
PRODUCT.
1.9
“User” means you or an individual employed by you. A User may also include
your contractor who requires temporary use of the SOFTWARE PRODUCT to provide services
on your behalf.
1.10 “Web-based SOFTWARE PRODUCT” means a Webservices-based
SOFTWARE PRODUCT that is accessed by Users solely over the World Wide Web, Internet or
intranet.
1.11 “XML Files” means the XML (Extensible Markup Language) files generated by
the SOFTWARE PRODUCT, where applicable.
1.12 “XSL Stylesheets” means the XSL (Extensible Stylesheet Language)
presentation of a class of XML Files which, when included with the SOFTWARE PRODUCT,
describe how an instance of the class is transformed into an XML (Extensible Markup
Language) document that uses the formatting vocabulary.
2.0
LICENSE GRANT. Provided you are not in breach of any term or condition of this
EULA, Hexagon hereby grants you a limited, non-exclusive license to install and use the
SOFTWARE PRODUCT, in object code form only, strictly for your internal use and strictly in
accordance with this EULA. The license is non-transferable, except as specifically set forth in
this EULA. You assume full responsibility for the selection of the SOFTWARE PRODUCT to
achieve your intended results, and for the installation, use and results obtained from the
SOFTWARE PRODUCT.
2.1
Minimum Requirements. The SOFTWARE PRODUCT may require your
System to comply with specific minimum software, hardware and/or Internet connection
requirements. The specific minimum software, hardware and/or Internet connection
requirements vary by SOFTWARE PRODUCT and per type of license and are available from
Hexagon upon request.
2.2
License Type and Mode. SOFTWARE PRODUCTS are licensed as either
Primary Licenses or Supplementary Licenses. There are two (2) types of Primary Licenses and
seven (7) types of Supplementary Licenses as described below. Depending on your license, a
license may be used in either Concurrent-Use mode or Node-Locked mode. The license type
and mode for the SOFTWARE PRODUCT you subscribed to or obtained will be designated (per
the abbreviations set forth below) in the product description set forth on the proposal, quote or
packaging provided with the SOFTWARE PRODUCT, and, if an electronic license manager tool
is incorporated in the SOFTWARE PRODUCT, verified by the Hexagon license system. If not
otherwise indicated, your license type and mode will be a Node-Locked Primary License. Each
license of the SOFTWARE PRODUCT is subject to the terms of this EULA.
2.2.1
Primary Licenses are described below:
(a) Concurrent-Use mode (CC) allows for the checking in and checking out of the total
available licenses of the SOFTWARE PRODUCT for Users. At any point, you may run as
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many copies of the SOFTWARE PRODUCT as you have licenses. If the SOFTWARE
PRODUCT is enabled to be run in a disconnected mode, as set forth in the Installation
Guide, a User may check out a license from the System for mobile or home use, thus
reducing the total number of licenses available in the license pool until the license is
checked back in to the System. If the SOFTWARE PRODUCT is not enabled to be run in a
disconnected mode, the mobile or home computer will require a Node-Locked License. If
the anticipated number of Users of the SOFTWARE PRODUCT will exceed the number of
applicable licenses, and in the absence of a license manager tool incorporated in the
SOFTWARE PRODUCT, you must use a reasonable mechanism or process to assure that
the number of persons using the SOFTWARE PRODUCT concurrently does not exceed the
number of licenses. You consent to the use of a license mechanism, license files,
hardware keys, and other security devices in connection with the SOFTWARE PRODUCT
and agree not to attempt to circumvent, reverse engineer, or duplicate such devices.
(b) Node-Locked mode (NL) allows a single copy of the SOFTWARE PRODUCT to be stored
on hard disk and loaded for execution on a single designated workstation, or, for software
designed for use on a handheld device, for execution on a single designated handheld
device.
2.2.2
Supplementary Licenses are described below:
(a) Backup License (BCK) is licensed solely for “cold standby” when manual switchover of the
SOFTWARE PRODUCT to the Supplementary License is required in the event of failure of
the Primary License.
(b) Developer’s License (DEV) is a license of a Web-based SOFTWARE PRODUCT that is
delivered solely in connection with the Primary License of such SOFTWARE PRODUCT for
the purposes of developing and testing your website built only with the SOFTWARE
PRODUCT. Developer’s Licenses shall not be used for production purposes (i.e. a fully
deployed website).
(c) Load Balancing License (LOB) is a license of a Web-based SOFTWARE PRODUCT
solely for use as a second or successive license on a web cluster to balance the load with
the Primary License on multiple servers represented by one (1) IP address.
(d) Redundant License (RDT) is licensed solely for “hot standby” when automatic switchover
of the SOFTWARE PRODUCT to the Supplementary License is required in the event of
failure of the Primary License.
(e) Test License (TST) is licensed solely for testing purposes. However, Hexagon also allows
a Test License to be used to conduct no-cost training on test servers for a maximum of
thirty (30) days per year.
(f) Training License (TRN) is licensed solely for training purposes.
(g) Secondary License (SEC or TFB) is licensed for non-productive use for training,
development, testing, failover, backup, etc. Number of Secondary Licenses cannot exceed
the number of purchased Primary Licenses.
2.3
Updates and Upgrades. If the SOFTWARE PRODUCT is an Update or
Upgrade to a previous version of the SOFTWARE PRODUCT, you must possess a valid license
to such previous version in order to use the Update or Upgrade. The SOFTWARE PRODUCT
and any previous version may not be used by or transferred to a third party. All Updates and
Upgrades are provided to you on a license exchange basis and are subject to all of the terms
3
and conditions of the EULA provided with the latest version of the SOFTWARE PRODUCT. By
using an Update or Upgrade, you (i) agree to voluntarily terminate your right to use any previous
version of the SOFTWARE PRODUCT, except to the extent that the previous version is
required to transition to the Update or Upgrade; and (ii) acknowledge and agree that any
obligation that Hexagon may have to support the previous version(s) of the SOFTWARE
PRODUCT will end upon availability of the Update. If an Update is provided, you will take
prompt action to install such Update as directed by Hexagon. If you fail to do so, you
acknowledge that the SOFTWARE PRODUCT may not work correctly or that you will not be
able to take advantage of all of the SOFTWARE PRODUCT’s available features. In such event,
Hexagon will not be liable for additional costs you incur as a result of your failure to install such
Update.
3.0
RIGHTS AND LIMITATIONS. Please see specific exceptions and additional terms
related to GeoMedia Viewer Software, Beta Software, Evaluation Software, and Educational
Software set forth at the Addendum to this EULA.
3.1
THE FOLLOWING ARE PERMITTED FOR YOUR LICENSE:
3.1.1 You may make one copy of the SOFTWARE PRODUCT media in
machine readable or printed form and solely for backup purposes. Hexagon retains ownership
of all User created copies. You may not transfer the rights to a backup copy unless you transfer
all rights in the SOFTWARE PRODUCT and license as provided for in Section 3.1.2. Any other
copying of the SOFTWARE PRODUCT, any use of copies in excess of the number of copies
you have been authorized to use and have paid for, and any distribution of the SOFTWARE
PRODUCT not expressly permitted by this EULA, is a violation of this EULA and of federal or
applicable governing law.
3.1.2 You may transfer the SOFTWARE PRODUCT and license within your
company (intra-company transfer), subject to the Hexagon Software Transfer Policy (“Hexagon
Software Transfer Policy”) and the terms of this EULA. The Hexagon Software Transfer Policy
is available from Hexagon upon request. If you transfer the SOFTWARE PRODUCT, you must
at the same time either transfer all copies, modifications, or merged portions, in whatever form,
to the same party, or you must destroy those not transferred.
3.1.3
For a Web-based SOFTWARE PRODUCT:
(a) You may run multiple Websites and provide multiple Webservices to your client users with
a single license.
(b) You may distribute client side web page plug-ins (e.g., ActiveX controls, Java applets and
applications, Enhanced Compressed Wavelet (ECW) plug ins) to Users.
(c) You may load this Web-based SOFTWARE PRODUCT on multiple machines within a
cluster that is acting as a single web server, provided you have obtained the applicable
number of Load Balancing Licenses or number of Cores from Hexagon and the total
number of map servers or number of Cores deployed do not exceed the quantity licensed.
(d) Unless otherwise stated in the Installation Guide, you may only copy and distribute the
Java script source files to support the Web-based SOFTWARE PRODUCT’s output vector
map type and your associated websites, and you may prepare derivative works solely for
your internal use.
3.1.4 Unless otherwise stated in the Installation Guide, for SOFTWARE
PRODUCTS which contain XSL Stylesheets for presenting XML Files, you may only use the
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XSL Stylesheets and derivative works thereof for the purpose of presenting XML Files and
derivative works thereof (collectively, “XML Products”) for your enterprise. You may not
distribute the XSL Stylesheets or XML Products on a stand-alone basis. XSL Stylesheets may
not be used in the production of libelous, defamatory, fraudulent, lewd, obscene or pornographic
material, or any material that infringes upon any third party intellectual property rights, or
otherwise in any illegal manner. All XSL Stylesheets supplied with the SOFTWARE PRODUCT
are and will remain the property of Hexagon.
3.1.5 Unless otherwise stated in the Installation Guide, for SOFTWARE
PRODUCTS that are delivered with an Application Programming Interface (“API”) and/or
configuration set-up, you may use the API(s) to write your own extensions to the SOFTWARE
PRODUCTS, and you may use configuration setup to configure the SOFTWARE PRODUCT,
but only to the extent permitted by the API(s) and/or configuration setup. Insofar as Hexagon
does not transfer to you any rights in its Intellectual Property (as that term is defined in Section
6.1.2) by allowing you to write your own extensions using the API(s) or to configure the software
via the configuration set-up, you hereby agree and acknowledge that Hexagon retains all rights
in its SOFTWARE PRODUCT, API(s), and configuration setup. Hexagon does not make any
representations or warranties with respect to such extensions and/or configurations and to the
maximum extent permitted by applicable law, Hexagon and its suppliers disclaim all warranties,
either express or implied, relating to such extensions and/or configurations, including, but not
limited to, implied warranties of merchantability, fitness for a particular purpose, high risk use
and non-infringement. Your use of such extensions and/or configurations is solely at your own
risk, and you hereby agree to indemnify and hold harmless Hexagon and its suppliers with
respect to such extensions and/or configurations.
3.1.6 You are responsible, and bear the sole risk, for backing up all systems,
software, applications, and data, as well as properly using the SOFTWARE PRODUCT.
3.1.7 At all times, you must keep, reproduce and include all copyright, patent,
trademark and attribution notices on any copy, modification or portion of the SOFTWARE
PRODUCT, including, without limitation, when installed, used, checked out, checked in and/or
merged into another program.
3.2
THE FOLLOWING ARE PROHIBITED FOR YOUR LICENSE:
3.2.1 You may not sell, rent, license, lease, lend or otherwise transfer the
SOFTWARE PRODUCT, or any copy, modification, or merged portion thereof, to another
company or entity (i.e. inter-company transfer) or person. Any such unauthorized transfer will
result in automatic and immediate termination of the license.
3.2.2 You may not, and you may not authorize anyone else to, decompile,
disassemble, or otherwise reverse engineer the SOFTWARE PRODUCT.
3.2.3 You may not, and you may not authorize anyone else to, work around any
technical limitations in the SOFTWARE PRODUCT.
3.2.4 You may not, and you may not authorize anyone else to, publish the
SOFTWARE PRODUCT for others to copy or use.
3.2.5 You may not, and you may not authorize anyone else to, use, copy,
modify, distribute, disclose, license or transfer the SOFTWARE PRODUCT, or any copy,
modification, or merged portion, in whole or in part, except as expressly provided for in this
EULA.
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3.2.6 You may not, and you may not authorize anyone else to, re-use the
component parts of the SOFTWARE PRODUCT with a different software product from the one
you are licensed to use or on different computers. The SOFTWARE PRODUCT is licensed as a
single product.
3.2.7 You may not, and you may not authorize anyone else to, circumvent any
license mechanism in the SOFTWARE PRODUCT or the licensing policy.
3.2.8 You may not, and you may not authorize or allow anyone else to, use or
view the SOFTWARE PRODUCT for any purposes competitive with those of Hexagon.
3.2.9 You may not, and you may not authorize anyone else to, use the
SOFTWARE PRODUCT except as expressly set forth in this EULA.
3.2.10 For a Desktop-based SOFTWARE PRODUCT that is Node-Locked:
(a)
You may not run the SOFTWARE PRODUCT for Web-based
applications.
(b)
You may not allow the SOFTWARE PRODUCT to be used by
multiple Users on a single workstation at the same time.
3.2.11 You may not, and you may not authorize or allow anyone else to, use the
Developer’s License for production purposes (i.e., a fully-deployed website).
3.2.12 You may not, and you may not authorize or allow anyone else to, publish
to a third party any results of benchmark tests run on the SOFTWARE PRODUCT. The sample
and demo data set(s) and related script(s) delivered with some SOFTWARE PRODUCTS (the
“Sample Data”) are provided solely for the purpose of instructing the User on how to use the
SOFTWARE PRODUCT with which the Sample Data are delivered. The Sample Data are
licensed in conjunction with the SOFTWARE PRODUCT and are not to be redistributed,
licensed, sold, transferred, used or otherwise dealt with in a production solution without
Hexagon’s prior written consent.
3.2.13 The SOFTWARE PRODUCT is not one hundred percent (100%) faulttolerant. The SOFTWARE PRODUCT is not designed or intended for use in any situation
where failure or fault of any kind of the SOFTWARE PRODUCT could lead to death or serious
bodily injury of any person, or to severe physical, property or environmental damage (“High Risk
Use”). You are not licensed to use the SOFTWARE PRODUCT in, or in conjunction with, any
High Risk Use. High Risk Use is STRICTLY PROHIBITED. High Risk Use includes, for
example, the following: operation of aircraft or other modes of human mass transportation,
nuclear or chemical facilities, and Class III medical devices. You hereby agree not to use the
SOFTWARE PRODUCT in, or in connection with, any High Risk Use.
3.2.14 For a Web-based SOFTWARE PRODUCT:
(a) You may not use the Web-based SOFTWARE PRODUCT to operate software as a service
or hosting without the prior written consent of Hexagon.
(b) You may not use a Load Balancing License (LOB) of the Web-based SOFTWARE
PRODUCT detached of its Primary License.
(c) You may not use Primary Licenses (and their allocated Load Balancing Licenses) ordered
or delivered under a single part number (e.g. “product name – WORKGROUP”) for other
entities or organizations or at a different physical geographic address.
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(d) Core Restrictions for Hexagon APOLLO SOFTWARE PRODUCT: License fees and
installation restrictions for Hexagon APOLLO SOFTWARE PRODUCTS may be based on
the number of Cores present in the server on which the Hexagon APOLLO SOFTWARE
PRODUCTS are installed. The license type for APOLLO will be designated in the product
descriptions set forth on the proposal, quote or packaging provided with the SOFTWARE
PRODUCT. If your APOLLO SOFTWARE PRODUCTS are Core based, this section will
apply. Each product can be licensed in multiples of four (4) Cores, up to a maximum thirtytwo (32) Cores. You are responsible for determining the number of Cores on your host
server and ordering the appropriate number of Core licenses. Each license of a Hexagon
APOLLO SOFTWARE PRODUCT must be installed only on a single server. For example,
an 8-Core license does not permit you to install two copies of a component, each on a 4Core server. In a virtualized data processing environment, where hyper-threading, "virtual
machine" technology or other similar techniques create "virtual processors" which do not
necessarily correspond to the physical Cores present on the server, your usage rights
depend on the relationship between the number of Cores for which you are licensed, the
number of physical Cores present on the host server, and the number of processors
available to the Hexagon APOLLO SOFTWARE PRODUCT in the virtualized environment,
as follows: if the number of Cores for which you are licensed equals or exceeds the number
of physical Cores present on the host server, then additional virtual processors created by
hyper-threading or other methods of multi-tasking a physical Core do not violate your
licensing restriction. However, if you wish to install the Hexagon APOLLO SOFTWARE
PRODUCT on a host server having a greater number of physical Cores present than the
number of Cores for which you are licensed, you must operate the Hexagon APOLLO
SOFTWARE PRODUCT only within a "guest" virtual machine that accesses a maximum
number of processors (whether virtual, physical or both) that is less than or equal to the
number of Cores for which you are licensed.
3.3
Indemnification by You. You agree to hold harmless and indemnify Hexagon
for any causes of action, claims, costs, expenses and/or damages resulting to Hexagon from a
breach by you or any User of any of the limitations or prohibited actions set forth in this EULA.
4.0
TERM. This EULA is effective until terminated or until your software subscription or
lease expires without being renewed. This EULA may be terminated (a) by you, by returning to
Hexagon the original SOFTWARE PRODUCT or by permanently destroying the SOFTWARE
PRODUCT, together with all copies, modifications and merged portions in any form; (b) by
Hexagon, upon your breach of any of the terms hereof or your failure to pay the appropriate
license or subscription fee(s); (c) upon your installation of an Upgrade that is accompanied by a
new license agreement covering the SOFTWARE PRODUCT Upgrade; or (d) by expiration of
the applicable license files, if this is a temporary license. You agree upon the earlier of the
termination of this EULA or expiration of your software subscription to cease using and to
permanently destroy the SOFTWARE PRODUCT (and any copies, modifications and merged
portions of the SOFTWARE PRODUCT in any form, and all of the component parts of the
SOFTWARE PRODUCT) and certify such destruction in writing to Hexagon.
5.0
AUDIT. Hexagon shall have the right, during your normal business hours, to audit your
use of the SOFTWARE PRODUCT and your compliance with the provisions of this EULA.
Hexagon will provide you with thirty (30) days prior written notice of an audit. The right of audit
shall be limited to twice per calendar year. Prior to the start of an audit, Hexagon’s personnel
will sign a reasonable non-disclosure agreement provided by you. During the audit, you shall
allow Hexagon’s personnel to be provided reasonable access to both your records and
personnel. The cost of the audit shall be paid by Hexagon unless the results of the audit
7
indicate that you have underpaid fees to Hexagon, in which case, you agree to promptly pay
Hexagon such fees at the price previously agreed to for the SOFTWARE PRODUCT license or
software subscription plus interest on such underpayments from the original due date at the
lesser of two percent (2%) per month or the highest rate allowed by applicable law, and you
further agree to bear all costs associated with the audit.
6.0
INTELLECTUAL PROPERTY.
6.1
Ownership.
6.1.1 Software. ALL SOFTWARE PRODUCTS ARE PROPRIETARY
PRODUCTS OF HEXAGON AND ADDITIONAL THIRD PARTIES, AND ARE PROTECTED BY
COPYRIGHT LAWS AND INTERNATIONAL TREATIES. TITLE TO SOFTWARE PRODUCTS
AND ALL COPIES, MODIFICATIONS AND MERGED PORTIONS OF A SOFTWARE
PRODUCT SHALL AT ALL TIMES REMAIN WITH HEXAGON AND SUCH THIRD PARTIES.
SOFTWARE PRODUCTS are licensed, not sold pursuant to this EULA. Hexagon and additional
third parties retain all right, title and interest in and to all SOFTWARE PRODUCTS, including,
but not limited to, all Intellectual Property rights in and to each SOFTWARE PRODUCT. All
rights not expressly granted to you by this EULA or other applicable third party software license
agreement or terms and conditions are reserved by Hexagon and such third parties. No source
code is deliverable hereunder unless otherwise agreed to in writing by Hexagon. Additional
information regarding Hexagon patents, including a list of registered patents associated with the
Intergraph SOFTWARE PRODUCTS, is available at www.intergraph.com/patents.
6.1.2 Intellectual Property. You acknowledge and agree that Hexagon and
third party manufacturers, as applicable, own all rights in and to Hexagon’s and the applicable
third party manufacturer’s trade names, and no right or license is granted to you pursuant to this
EULA to use such trade names. You also acknowledge and agree that Hexagon and third party
manufacturers, as applicable, own all right, title and interest in and to all intellectual property
relating to and for the SOFTWARE PRODUCT, including, without limitation, patents,
trademarks, copyrights, inventions (whether registerable or not), trade secrets, concepts, ideas,
methods, techniques, formulae, algorithms, logic designs, screen displays, schematics, and
source and object code computer programs (collectively, “Intellectual Property”). If you bring a
patent claim against Hexagon or any third party manufacturer over patents you claim are being
infringed by the SOFTWARE PRODUCT, your patent license from Hexagon and any applicable
third party manufacturer(s) for the SOFTWARE PRODUCT automatically ends.
6.2
Intellectual Property Infringement.
6.2.1 Remedy by Hexagon. In the event the SOFTWARE PRODUCT is, in
Hexagon’s opinion, likely to or becomes the subject of a claim of infringement of any duly issued
U.S. Intellectual Property, Hexagon may, at its sole option and expense (a) procure for you the
right to continue using the SOFTWARE PRODUCT; (b) modify the SOFTWARE PRODUCT to
make it non-infringing, but functionally the same; (c) replace the SOFTWARE PRODUCT with a
SOFTWARE PRODUCT which is non-infringing, but functionally the same; or (d) provide a
prorated refund to you of the actual amount you paid Hexagon for the SOFTWARE PRODUCT.
6.2.2 Indemnification by You. In the event any proceeding (suit, claim, or
action) is based (in whole or in part) on modifications, enhancements or additions made by you
or any person or entity on your behalf, or your use of the SOFTWARE PRODUCT in
combination with other products not furnished by Hexagon, you agree to hold harmless and
defend, at your sole cost and expense, all of Hexagon’s right, title and interest in and to the
SOFTWARE PRODUCT, as well as Hexagon’s goodwill and reputation both in good faith and at
8
a standard as if the claim is made against you. You shall reimburse Hexagon any defense
expenses inclusive of reasonable attorneys’ fees expended by Hexagon in defense of said
claim, and pay any judgment rendered against Hexagon. You shall make such defense by
counsel of your choosing and Hexagon shall reasonably cooperate with said counsel at your
sole cost and expense. You shall have sole control of said defense, but you shall allow Hexagon
to reasonably participate in its own defense and you shall reasonably cooperate with Hexagon
with respect to the settlement of any claim. Notwithstanding the foregoing, Hexagon may at any
time decide to take over any defense of Hexagon at Hexagon’s cost and expense and you shall
render full cooperation and assistance to transfer such defense to Hexagon and with respect to
such defense.
6.3
DISCLAIMER OF INTELLECTUAL PROPERTY WARRANTIES AND
LIMITATION OF LIABILITY. THE INTELLECTUAL PROPERTY LIMITED WARRANTIES SET
FORTH IN THIS EULA ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED,
RELATED TO INTELLECTUAL PROPERTY INFRINGEMENT AND THESE INTELLECTUAL
PROPERTY LIMITED WARRANTIES ALONG WITH THE STATED REMEDIES REPRESENT
THE FULL AND TOTAL WARRANTY OBLIGATION AND LIABILITY OF HEXAGON WITH
REGARD TO INTELLECTUAL PROPERTY INFRINGEMENT. THE INTELLECTUAL
PROPERTY LIMITED WARRANTIES PROVIDE YOU WITH SPECIFIC LEGAL RIGHTS. YOU
MAY HAVE OTHER RIGHTS, WHICH VARY FROM JURISDICTION TO JURISDICTION. IF
ANY PART OF THIS DISCLAIMER OF EXPRESS OR IMPLIED WARRANTIES OR
LIMITATION OF LIABILITY IS RULED INVALID, THEN HEXAGON DISCLAIMS EXPRESS OR
IMPLIED WARRANTIES AND LIMITS ITS LIABILITY TO THE MAXIMUM EXTENT ALLOWED
BY APPLICABLE LAW. IF A GREATER WARRANTY OR LIABILITY IS MANDATED
PURSUANT TO THE LAW HELD APPLICABLE TO THIS AGREEMENT, THEN HEXAGON
WARRANTS THE SOFTWARE PRODUCT AND PROVIDES LIABILITY TO THE MINIMUM
EXTENT REQUIRED BY SAID LAW.
7.0
LIMITED WARRANTIES.
7.1
Hexagon warrants to you for a period of thirty (30) days from the date of
shipment that the SOFTWARE PRODUCT delivery media will be free of defects in material and
workmanship, provided the SOFTWARE PRODUCT is used under normal conditions and in
strict accordance with the terms and conditions of this EULA. You agree to promptly notify
Hexagon of any unauthorized use, repair or modification, or misuse of the SOFTWARE
PRODUCT, as well as any suspected defect in the SOFTWARE PRODUCT delivery media.
7.2
Hexagon warrants that it has the right to grant you this license.
7.3
THE ABOVE LIMITED WARRANTIES ARE IN LIEU OF ALL OTHER
WARRANTIES, EXPRESS OR IMPLIED, AND REPRESENT THE FULL WARRANTY
OBLIGATION OF HEXAGON. THE LIMITED WARRANTIES PROVIDE YOU WITH SPECIFIC
LEGAL RIGHTS. YOU MAY HAVE OTHER RIGHTS, WHICH VARY FROM JURISDICTION TO
JURISDICTION. IF THIS WARRANTY SECTION DOES NOT ADHERE TO LOCAL LAWS,
THEN THE MINIMUM WARRANTY TERM PRESCRIBED BY THE LAWS OF YOUR
JURISDICTION SHALL APPLY.
8.0
WARRANTY DISCLAIMERS. ALL WARRANTIES PROVIDED PURSUANT TO THIS
EULA ARE VOID IF FAILURE OF A WARRANTED ITEM RESULTS DIRECTLY, OR
INDIRECTLY, FROM AN UNAUTHORIZED USE OR MISUSE OF A WARRANTED ITEM,
INCLUDING, WITHOUT LIMITATION, USE OF A WARRANTED ITEM UNDER ABNORMAL
OPERATING CONDITIONS OR UNAUTHORIZED MODIFICATION OR REPAIR OF A
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WARRANTED ITEM OR FAILURE TO ROUTINELY MAINTAIN A WARRANTED ITEM.
EXCEPT AS SPECIFICALLY SET FORTH IN THIS EULA, TO THE MAXIMUM EXTENT
PERMITTED BY APPLICABLE LAW, HEXAGON AND ITS SUPPLIERS DISCLAIM ALL
WARRANTIES, EITHER EXPRESS OR IMPLIED, RELATING TO THE SOFTWARE
PRODUCT, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF
MERCHANTABILITY, DURABILITY, FITNESS FOR A PARTICULAR PURPOSE, HIGH RISK
USE AND NON-INFRINGEMENT.
HEXAGON DOES NOT WARRANT THAT ANY
SOFTWARE PRODUCT WILL MEET YOUR REQUIREMENTS, AND UNDER NO
CIRCUMSTANCES DOES HEXAGON WARRANT THAT ANY SOFTWARE PRODUCT WILL
OPERATE UNINTERRUPTED OR ERROR FREE.
THE SOFTWARE PRODUCT IS
PROVIDED “AS IS” AND YOU BEAR THE SOLE RISK OF USING THE SOFTWARE
PRODUCT. IF ANY PART OF THIS DISCLAIMER OF EXPRESS OR IMPLIED WARRANTIES
IS RULED INVALID, THEN HEXAGON DISCLAIMS EXPRESS OR IMPLIED WARRANTIES
TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW. IF A GREATER WARRANTY
OR LIABILITY IS MANDATED PURSUANT TO THE LAW HELD APPLICABLE TO THIS
AGREEMENT, THEN HEXAGON WARRANTS THE SOFTWARE PRODUCT AND PROVIDES
LIABILITY TO THE MINIMUM EXTENT REQUIRED BY SAID LAW.
9.0
LIMITATION OF LIABILITY. YOU ASSUME FULL AND COMPLETE LIABILITY FOR
YOUR USE OF THE SOFTWARE PRODUCT. TO THE MAXIMUM EXTENT PERMITTED BY
APPLICABLE LAW, IN NO EVENT SHALL HEXAGON OR ITS SUPPLIERS BE LIABLE FOR
ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES
WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE OR
PRODUCTION, LOSS OF REVENUE OR PROFIT, LOSS OF DATA, LOSS OF BUSINESS
INFORMATION, BUSINESS INTERRUPTION, CLAIMS OF THIRD PARTIES OR ANY OTHER
PECUNIARY LOSS) ARISING OUT OF THIS AGREEMENT AND/OR THE USE OF OR
INABILITY TO USE THE SOFTWARE PRODUCT, EVEN IF HEXAGON HAS BEEN ADVISED
OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL HEXAGON BE LIABLE
FOR ANY CLAIM, DAMAGES, OR OTHER LIABILITY ARISING OUT OF, OR IN
CONNECTION WITH, THE DOWNLOADING, VIEWING, USE, DUPLICATION, DISTRIBUTION
OR DISCLOSURE OF ANY SAMPLE DATA PROVIDED BY HEXAGON, INCLUDING, BUT
NOT LIMITED TO, ANY CLAIM, LIABILITY OR DIRECT, INDIRECT, INCIDENTAL, SPECIAL,
PUNITIVE OR CONSEQUENTIAL DAMAGES, OR LOSS OR CORRUPTION OF DATA
ARISING FROM, OUT OF OR IN CONNECTION WITH, THE SAMPLE DATA OR THE USE
OR OTHER DEALINGS WITH THE SAMPLE DATA. HEXAGON’S ENTIRE LIABILITY
ARISING OUT OF OR IN CONNECTION WITH THIS EULA SHALL BE LIMITED TO THE
AMOUNT ACTUALLY PAID BY YOU TO HEXAGON FOR THE SOFTWARE PRODUCT OR
SOFTWARE SUBSCRIPTION AT ISSUE AT THE TIME THE INITIAL EVENT GIVING RISE TO
THE CLAIM OCCURS. EXCEPT AS OTHERWISE PROVIDED BY APPLICABLE LAW, NO
CLAIM, REGARDLESS OF FORM, ARISING OUT OF OR RELATING TO THIS EULA MAY BE
BROUGHT BY YOU MORE THAN ONE (1) YEAR FOLLOWING THE INITIAL EVENT GIVING
RISE TO THE CAUSE OF ACTION. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE
EXCLUSION OR LIMITATION OF LIABILITY, THE ABOVE LIMITATION MAY NOT APPLY TO
YOU. IF ANY PART OF THIS SECTION IS HELD INVALID, THEN HEXAGON LIMITS ITS
LIABILITY TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW.
9.1
In the event the SOFTWARE PRODUCT does not substantially comply with the
limited warranties set forth in this EULA, Hexagon’s entire liability and your exclusive remedy
shall be, in Hexagon’s sole and absolute discretion, either (i) the modification, repair or
replacement of the SOFTWARE PRODUCT; or (ii) termination of this EULA and a prorated
10
refund to you of the actual amount you paid Hexagon for the SOFTWARE PRODUCT for the
period of time that the SOFTWARE PRODUCT did not substantially conform to the limited
warranties set forth in this EULA. All replacements, Updates, and/or Upgrades made during the
original warranty period will be warranted only for the remainder of the original warranty period.
So long as Hexagon performs any one of the remedies set forth above, this limited remedy shall
not be deemed to have failed of its essential purpose.
9.2
Hexagon is acting on behalf of its suppliers for the sole purpose of disclaiming,
excluding and/or limiting obligations, warranties and liability as provided in this EULA, but in no
other respects and for no other purpose.
10.0
RESTRICTIONS.
10.1 United States Government Restricted Rights. If the SOFTWARE PRODUCT
(including any Updates, Upgrades, documentation or technical data related to such
SOFTWARE PRODUCT) is licensed, purchased, subscribed to or obtained, directly or
indirectly, by or on behalf of a unit or agency of the United States Government, then this Section
10.1 also applies.
10.1.1 For civilian agencies: The SOFTWARE PRODUCT was developed at
private expense and is “restricted computer software” submitted with restricted rights in
accordance with the Federal Acquisition Regulations (“FAR”) 52.227-19 (a) through (d)
(Commercial Computer Software – Restricted Rights).
10.1.2 For units of the Department of Defense: The SOFTWARE PRODUCT
was developed at private expense and is “commercial computer software” submitted with
restricted rights in accordance with the Defense Federal Acquisition Regulations (“DFARS”)
DFARS 227.7202-3 (Rights in commercial computer software or commercial computer software
documentation).
10.1.3 Notice:
This SOFTWARE PRODUCT is “Commercial Computer
Software” as defined in DFARS 252.227-7014 (Rights in Noncommercial Computer Software)
and FAR 12.212 (Computer Software), which includes “technical data” as defined in DFARS
252.227-7015 (Technical Data) and FAR 12.211 (Technical Data). All use, modification,
reproduction, release, performance, display or disclosure of this “Commercial Computer
Software” shall be in strict accordance with the manufacturer’s standard commercial license,
which is attached to and incorporated into the governing Government contract. Hexagon and
any applicable third party software manufacturer(s) are the manufacturer. This SOFTWARE
PRODUCT is unpublished and all rights are reserved under the Copyright Laws of the United
States.
10.1.4 Government Reserved Rights: MrSID technology incorporated in the
SOFTWARE PRODUCT was developed in part through a project at the Los Alamos National
Laboratory, funded by the U.S. Government, managed under contract by the University of
California (the “University”), and is under exclusive commercial license to LizardTech, Inc. It is
used under license from LizardTech. MrSID technology is protected by U.S. Patent No.
5,710,835. Foreign patents pending. The U.S. Government and the University have reserved
rights in MrSID technology, including without limitation: (a) The U.S. Government has a nonexclusive, nontransferable, irrevocable, paid-up license to practice or have practiced throughout
the world, for or on behalf of the United States, inventions covered by U.S. Patent No.
5,710,835 and has other rights under 35 U.S.C. § 200-212 and applicable implementing
regulations; (b) If LizardTech’s rights in the MrSID technology terminate during the term of this
EULA, you may continue to use the SOFTWARE PRODUCT. Any provisions of this license
11
which could reasonably be deemed to do so would then protect the University and/or the U.S.
Government; and (c) The University has no obligation to furnish any know-how, technical
assistance, or technical data to users of MrSID technology and makes no warranty or
representation as to the validity of U.S. Patent 5,710,835 nor that the MrSID technology will not
infringe any patent or other proprietary right. For further information about these provisions,
contact LizardTech, 1008 Western Ave., Suite 200, Seattle, WA 98104.
10.2 Export Restrictions. This SOFTWARE PRODUCT, including any technical data
related to this SOFTWARE PRODUCT, is subject to the export control laws and regulations of
the United States, including, but not limited to the U.S. Export Administrations Act. Diversion
contrary to United States law is prohibited. This SOFTWARE PRODUCT, including any
technical data related to this SOFTWARE PRODUCT and any derivatives of this SOFTWARE
PRODUCT, shall not be exported or re-exported, directly or indirectly (including via remote
access), under the following circumstances:
10.2.1 To Cuba, Iran, North Korea, Sudan, or Syria, or any national of these
countries.
10.2.2 To any person or entity listed on any United States government denial list,
including, but not limited to, the United States Department of Commerce Denied Persons,
Entities, and Unverified Lists, the United States Department of Treasury Specially Designated
Nationals List, and the United States Department of State Debarred List (presently accessible
at: https://build.export.gov/main/ecr/eg_main_023148).
10.2.3 To any entity if you know, or have reason to know, the end use is related
to the design, development, production, or use of missiles, chemical, biological, or nuclear
weapons, or other unsafeguarded or sensitive nuclear uses.
10.2.4 To any entity if you know, or have reason to know, that an illegal
reshipment will take place.
If the SOFTWARE PRODUCT you received is identified on the media as being ITAR-controlled,
this SOFTWARE PRODUCT has been determined to be a defense article subject to the U.S.
International Traffic in Arms Regulations (ITAR). Export of this SOFTWARE PRODUCT from
the United States must be covered by a license issued by the Directorate of Defense Trade
Controls (DDTC) of the U.S. Department of State or by an ITAR license exemption. This
SOFTWARE PRODUCT may not be resold, diverted, or transferred to any country or any end
user, or used in any country or by any end user other than as authorized by the existing license
or ITAR exemption. Subject to the terms of this EULA, this SOFTWARE PRODUCT may be
used in other countries or by other end users if prior written approval of DDTC is obtained.
You agree to hold harmless and indemnify Hexagon for any causes of actions, claims, costs,
expenses and/or damages resulting to Hexagon from a breach by you or any User of the export
restrictions set forth in this EULA. Any questions regarding export or re-export of the
SOFTWARE PRODUCT or concerning ITAR restrictions, if applicable, should be addressed to
Hexagon’s Export Compliance Department at 305 Intergraph Way, Madison, Alabama, United
States 35758 or at exportcompliance@intergraph.com.
10.3 Territorial Use Restriction. Unless otherwise specifically permitted in writing by
Hexagon, use of the SOFTWARE PRODUCT outside the country in which it is licensed is
strictly prohibited.
10.4 Non-disclosure. You understand that Hexagon possesses information and
data, including, without limitation, Intellectual Property, that was developed, created or
12
discovered by Hexagon, or which has become known to or has been conveyed to Hexagon,
which has commercial value in Hexagon’s day-to-day business (“Confidential Information”).
Hexagon considers such Confidential Information to be proprietary and confidential. You agree
to treat and maintain as proprietary and confidential Hexagon’s Confidential Information and any
information or data provided by Hexagon, in whatever form, as you would treat your own
proprietary and confidential information and data, but in any event, no less than with reasonable
care, and to comply with all license requirements, copyright, patent, trademark and trade secret
laws as they may pertain to any of Hexagon’s Confidential Information or other information or
data provided by Hexagon.
11.0
GENERAL.
11.1 Entire Agreement. You acknowledge that you have read this EULA, understand
it and agree to be bound by its terms and conditions. You further agree that this EULA is the
complete and exclusive statement of the agreement between you and Hexagon relating to the
subject matter of this EULA and that this EULA supersedes any proposal or prior agreement,
oral or written, and any other communications between you and Hexagon relating to the subject
matter of this EULA. This EULA may be amended only by a written instrument signed by both
you and Hexagon; provided however, certain Intergraph SOFTWARE PRODUCTS and
Upgrades may be subject to additional, or different, as applicable, terms and conditions
contained in a EULA Addendum or separate EULA that is delivered with the applicable
SOFTWARE PRODUCT or Upgrade. Any reproduction of this EULA made by reliable means
(for example, printed, photocopy or facsimile) will be deemed an original.
11.2 Severability. Whenever possible, each provision of this EULA shall be
interpreted in such a manner as to be effective and valid under applicable law. However, if any
provision of this EULA shall be prohibited by or invalid under applicable law, such provision shall
be ineffective only to the extent of such prohibition or invalidity without invalidating the
remainder of such provision or the remaining provisions of this EULA.
11.3 Headings. The various headings in this EULA are inserted for convenience only
and shall not affect the meaning or interpretation of this EULA or any section or provision of this
EULA.
11.4 No Waiver. Any failure by either party to enforce performance of this EULA shall
not constitute a waiver of, or affect said party’s right to avail itself of, such remedies as it may
have for any subsequent breach of the terms of this EULA.
11.5 Notices. Any notice or other communication (“Notice”) required or permitted
under this EULA shall be in writing and either delivered personally or sent by electronic mail,
facsimile, overnight delivery, express mail, or certified or registered mail, postage prepaid,
return receipt requested. A Notice delivered personally shall be deemed given only if
acknowledged in writing by the person to whom it is given. A Notice sent by electronic mail or
facsimile shall be deemed given when transmitted, provided that the sender obtains written
confirmation from the recipient that the transmission was received. A Notice sent by overnight
delivery or express mail shall be deemed given twenty-four (24) hours after having been sent. A
Notice that is sent by certified mail or registered mail shall be deemed given forty-eight (48)
hours after it is mailed. If any time period in this EULA commences upon the delivery of Notice
to any one or more parties, the time period shall commence only when all of the required
Notices have been deemed given. Hexagon’s address for Notices is Hexagon Geospatial, 305
Intergraph Way, Madison, Alabama 35758, Attn: Legal Department, 256-730-2333.
13
11.6 Assignment. Neither party shall have the right to assign any of its rights nor
delegate any of its obligations under this EULA without the prior written consent of the other
party, except that Hexagon may assign its rights and obligations under this EULA, without your
approval, to (i) an entity which acquires all or substantially all of the assets of Hexagon or the
Hexagon division providing a product or service subject to this EULA; (ii) an entity which
acquires all or substantially all of the product or product line assets subject to this EULA; or (iii)
any subsidiary, affiliate or successor in a merger or acquisition of Hexagon. Any attempt by you
to sublicense, assign or transfer the license or the SOFTWARE PRODUCT, except as expressly
provided in this EULA, is void and immediately terminates the license.
11.7 Other Intergraph software products. If you have or use other Intergraph
software products, please read this EULA and all other terms and conditions carefully, as there
may be differences in the terms and conditions.
11.8 Limited Relationship. The relationship between you and Hexagon is that of
independent contractors and neither you nor your agents shall have any authority to bind
Hexagon.
11.9 Governing Law; Venue and Jurisdiction. This EULA shall for all purposes be
construed and enforced under and in accordance with the Laws of the State of Alabama and
shall have been deemed to have been accepted in Madison, Alabama, United States. You and
Hexagon agree that any legal action or proceeding arising, directly or indirectly, out of or relating
to this EULA shall be instituted in the Circuit Court for Madison County, Alabama, United States
or the United States District Court for the Northern District of Alabama, Northeastern Division.
You and Hexagon agree to submit to the jurisdiction of and agree that venue is proper in these
courts for any such legal action or proceedings. This EULA shall not be governed by the conflict
of law rules of any jurisdiction or the United Nations Convention on Contracts for the
International Sale of Goods, the application of which is expressly excluded.
11.10 WAIVER OF JURY TRIAL. HEXAGON AND YOU EACH HEREBY WAIVE, TO
THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT EITHER MAY
HAVE TO A TRIAL BY JURY FOR ANY LEGAL PROCEEDING ARISING, DIRECTLY OR
INDIRECTLY, OUT OF OR RELATING TO THIS EULA. BOTH HEXAGON AND YOU (I)
CERTIFY THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY
HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD
NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER;
AND (II) ACKNOWLEDGE THAT BOTH HEXAGON AND YOU HAVE BEEN INDUCED TO
ENTER INTO THIS EULA BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
CERTIFICATIONS IN THIS WAIVER OF JURY TRIAL.
11.11 Injunctive Relief; Cumulative Remedies. You acknowledge and agree that a
breach of this EULA by you could cause irreparable harm to Hexagon for which monetary
damages may be difficult to ascertain or may be an inadequate remedy. You agree that
Hexagon will have the right, in addition to its other rights and remedies, to seek and obtain
injunctive relief for any breach of this EULA by you, and you expressly waive any objection that
Hexagon has or may have an adequate remedy at law with respect to any such breach. The
rights and remedies set forth in this EULA are cumulative and concurrent and may be pursued
separately, successively or together.
11.12 Attorneys’ Fees and Costs. In the event of any legal proceeding arising out of
or relating to this EULA, the prevailing party in such action shall be entitled to an award of its
14
reasonable attorneys’ fees and costs for all such legal proceedings, including for trial and all
levels of appeal.
11.13 Governing Language. The controlling language of this EULA is English. If you
received a translation of this EULA into another language, it has been provided for your
convenience only.
11.14 USE OUTSIDE THE UNITED STATES. If you are located outside the United
States, then the provisions of this section shall also apply: (i) Les parties en présence
confirment leur volonté que cette convention de même que tous les documents y compris tout
avis qui s’y rattachent, soient redigés en langue anglaise (Translation: “The parties confirm that
this agreement and all related documentation is and will be in the English language.”); and (ii)
You are responsible for complying with any local laws in your jurisdiction which might impact
your right to import, export or use the SOFTWARE PRODUCT, and you represent that you have
complied with any and all regulations or registration procedures required by applicable law to
make this EULA fully enforceable.
11.15 Survival.
The provisions of this EULA which require or contemplate
performance after the expiration or termination of this EULA shall be enforceable
notwithstanding said expiration or termination.
15
HEXAGON END-USER LICENSE AGREEMENT
ADDENDUM FOR CERTAIN PRODUCTS
This Addendum is applicable to you in the event that the “SOFTWARE PRODUCT” is one that
also makes use of the products identified below. If applicable, this Addendum (“Addendum ”)
sets forth the terms of the Licensee’s use of the SOFTWARE PRODUCT in addition to the
terms of the END-USER LICENSE AGREEMENT (“EULA”) provided to the Licensee at the time
of purchase. This Addendum shall only apply to you if you use any of the products identified
below by or through Hexagon. To the extent not inconsistent with this Addendum, all terms of
the EULA shall apply to the use of the SOFTWARE PRODUCT. In the event of a conflict of
terms between the EULA and this Addendum, this Addendum shall take precedence over the
EULA. The EULA can be found at:
https://sgisupport.intergraph.com/infocenter/index?page=support_policies
1.0.
Geospatial Desktop Program. This section only applies if the “SOFTWARE PRODUCT” is
that particular bundle of applications known as the “Geospatial Desktop Program.”
1.1.
Definitions.
1.1.1. “Effective Date” shall mean the date of delivery of the License Key(s) to
Licensee, or such later date as specified in the Quote.
1.1.2. “Existing Products” - any Intergraph software products held by Customer
prior to entering into this Agreement that are duplicative of one or more
components of the Geospatial Desktop made the subject of this Addendum.
1.1.3. “License Key” shall mean the unique key provided to the Licensee by
Hexagon for the run-time use of the SOFTWARE PRODUCT
1.1.4. “Licensee” shall mean an individual or single legal entity authorized by
Hexagon to utilize the SOFTWARE PRODUCT pursuant to the EULA and
this Addendum.
1.1.5. “Quote” shall mean a quotation for the License of Licensed Software
submitted to Licensee by Hexagon or an authorized Hexagon partner, and
associated maintenance and support services as described herein this
Agreement.
1.2.
License Grant. Provided you are not in breach of any term or condition of the
EULA or this Addendum , Hexagon hereby grants you a limited, non-exclusive
license to install and use the SOFTWARE PRODUCT, in object code form only,
strictly for your internal use and strictly in accordance with the EULA and this
Addendum. The license is non-transferable, except as specifically set forth in the
EULA. You assume full responsibility for the selection of the SOFTWARE PRODUCT
to achieve your intended results, and for the installation, use and results obtained
from the SOFTWARE PRODUCT.
1.2.1. License type and Mode: The SOFTWARE PRODUCT licensed pursuant to
this Addendum shall be concurrent-use mode (CC) in accordance with
Section 2.2.1(a) of the EULA.
1.3.
Term. This Addendum and the rights granted to Licensee pursuant to this
Addendum and the EULA shall begin upon the Effective Date and remain in effect for
a period of twelve (12) months. This Agreement may be renewed in accordance with
section 2.1 below. New License Keys and/or installation media will be issued
annually upon renewal of this Agreement.
Approximately thirty (30) days prior to the end of the license term, Hexagon
may submit a renewal Quote to the Licensee to renew the license(s) for the
next subscription period at the prices provided in the renewal Quote. If the
16
license(s) are not renewed at the end of the term, Licensee acknowledges
that all rights and license grants provided by this EULA and this Addendum
shall terminate upon expiration of the term described in Section 1.3 above.
1.4.
Customer’s Existing Products. Any Existing Hexagon products held by
Customer are not a part of this Agreement.
1.4.1.
Any Existing Products must be subject to a separate Hexagon
maintenance agreement. Customer may choose to not renew
maintenance for Existing Products only at the expiration of the term of
any maintenance agreement applicable to Existing Products. Early
maintenance termination is not permitted for Existing Products under this
Addendum.
2.0. Geospatial SDK. This section only applies if the “SOFTWARE PRODUCT” is the
Geospatial Portal SDK.
2.1.
License Limitations for Sencha Products. You shall not distribute the Sencha
Products in stand-alone form. You shall not provide license rights, consulting,
training or other services with the standalone functionality of the Sencha Products.
You shall not allow third parties to develop or use the Sencha Products on a
standalone basis. Copies of the Sencha Products are licensed and not sold. You
may not: (a) modify the Sencha Products or permit or encourage any third party to do
so; (b) rent, lease or sell or otherwise provide temporary access to the Sencha
Products to any third party; (c) use the Sencha Products in any manner to assist or
take part in the development, marketing, or sale of a product potentially competitive
with the Sencha Products; (d) modify, remove or obstruct any copyright or other
proprietary rights statements or notices contained within the Sencha Products; (e)
distribute the Sencha Products except as provided herein; (f) allow, assist or permit
any others to do any of the foregoing. You agree to not reverse engineer,
decompile, disassemble or otherwise attempt to discover the source code of the
Sencha Products. You may only make a single copy of the Sencha Products for
back-up purposes only.
2.2.
Limitations on Use. You may only use the Geospatial Portal SDK and Sencha
Products in combination with the Geospatial Portal. For the avoidance of doubt,
“You” in this Addendum means an individual person. Only one person may use the
Geospatial Portal SDK per license. You are the only authorized user of this licensed
copy of the Geospatial Portal SDK and you may not allow anyone other than yourself
to use the Geospatial Portal SDK.
3.0. Remote Content Management. This section only applies if the “SOFTWARE PRODUCT”
is Remote Content Management and makes use of DotNetZip Library.
3.1.
“Contributor” shall mean any person that distributes its contribution under this
license.
3.2.
If you bring a patent claim against any contributor over patents that you claim are
infringed by the software, your patent license from such contributor to the software
ends automatically.
4.0. IMAGINE GeoPDF PUBLISHER. This section only applies if the “SOFTWARE PRODUCT”
is the IMAGINE GeoPDF PUBLISHER product.
4.1.
Warranty Disclaimer. Notwithstanding anything to the contrary herein, no
warranty is provided with respect to the performance of IMAGINE GeoPDF
PUBLISHER. For greater clarity IMAGINE GeoPDF PUBLISHER is provided on an
‘AS IS” basis.
17
4.2.
Limitation of Liability. Hexagon, its licensors or its suppliers shall not be liable for
any claims relating to or arising out of IMAGINE GeoPDF PUBLISHER, regardless
of form, in connection with your use of IMAGINE GeoPDF PUBLISHER.
4.3.
Acceptance. IMAGINE GeoPDF PUBLISHER shall be deemed accepted upon
your installation of the same.
4.4.
Use Restrictions. You may use the GeoPDF PUBLISHER only for your internal
business use, and you may not use IMAGINE GeoPDF PUBLISHER to render any
files other than GeoPDF files.
5.0. Euclideon technology. This section only applies if the SOFTWARE PRODUCT are
APOLLO, ERDAS IMAGINE, Geospatial Portal or GeoMedia WebMap. These SOFTWARE
PRODUCTS have Euclideon technology embedded within the final products and the
intellectual property rights of such third-party technology remain with Euclideon. By
installing and using these SOFTWARE PRODUCTS, you agree that you will not modify,
reverse engineer, disassemble or decompile any Euclideon software, that you will not
remove, obscure or alter any notice of patent, trademark, copyright or trade name.
6.0. mTransformer. mTransformer by myVR Software AS is delivered with the Hexagon
Geospatial Provider Suite and Platform Suite products. mTransformer may be installed on
any machine and used within an organization that has a valid license for any product from
the Provider Suite or the Platform Suite.
7.0. ADDITIONAL TERMS FOR SPECIFIC SOFTWARE PRODUCTS.
7.1.
GeoMedia Viewer Software – Additional Terms. The software license
specifically for GeoMedia Viewer permits copies to be stored on hard disk and
loaded for execution on one or more workstations. The GeoMedia Viewer software
may be freely copied, transferred and loaned both inside and outside your company.
7.2.
Beta Software - Additional Terms. If the SOFTWARE PRODUCT you received
with this EULA is pre-commercial release or beta software (“Beta Software”), then
the following additional terms apply. To the extent that any provision in this section
is in conflict with any other terms or conditions in this EULA, this section shall
supercede such other terms and conditions with respect to the Beta Software, but
only to the extent necessary to resolve the conflict. You shall hold all information
concerning Beta Software and your use and evaluation of such information and the
Beta Software (collectively, “Beta Software Information”) in confidence and with the
same degree of care you use to keep your own similar information confidential, but in
no event shall you use less than a reasonable degree of care; and you shall not,
without the prior written consent of Hexagon, disclose such Beta Software
Information to any person or entity for any reason at any time; provided, however, it
is understood that you may disclose any Beta Software Information to those of your
representatives who actually need such information for the purpose of participating in
the proposed evaluation and testing (“Beta Testing”) of the Beta Software, on the
condition that, prior to such disclosure, such representative has been made aware of
the terms of this EULA. You shall not use any Beta Software Information for any
reason or purpose other than as necessary for Beta Testing. You agree to make no
other use of the Beta Software Information or to incorporate any Beta Software
Information into any work or product. You acknowledge that the Beta Software is a
pre-release, beta version, does not represent final product from Hexagon, and may
contain bugs, errors and other problems that could cause system or other failures
and data loss. THE BETA SOFTWARE IS PROVIDED TO YOU “AS-IS”, AND
HEXAGON DISCLAIMS ALL WARRANTY AND LIABILITY OBLIGATIONS TO YOU
18
OF ANY KIND. You may use the Beta Software only for evaluation and testing
and not for general production use. You acknowledge that Hexagon has not
promised or guaranteed to you that Beta Software or any portion thereof will be
announced or made available to anyone in the future, Hexagon has no express or
implied obligation to you to announce or introduce the Beta Software and that
Hexagon may not introduce a product similar to or compatible with the Beta
Software. Accordingly, you acknowledge that any research or development that you
perform regarding the Beta Software or any product associated with the Beta
Software is done entirely at your own risk. During the term of this EULA, if requested
by Hexagon, you will provide feedback to Hexagon regarding Beta Testing, including
error or bug reports. Upon receipt of a later unreleased version of Beta Software or
release by Hexagon of a publicly released commercial version of the SOFTWARE
PRODUCT, you agree to return or permanently destroy all earlier Beta Software
received from Hexagon. You agree that you will return or destroy all unreleased
versions of the Beta Software within thirty (30) days of the completion of Beta
Testing when such date is earlier than the date for Hexagon’s first commercial
shipment of the publicly released commercial software.
7.3.
Evaluation Software - Additional Terms. If the SOFTWARE PRODUCT you
have received with this EULA is provided specifically for evaluation purposes
(“Evaluation Software”), then the following section applies until such time that you
purchase a license of the full retail version of the SOFTWARE PRODUCT. To the
extent that any provision in this section is in conflict with any other term or condition
in this EULA, this section shall supercede such other terms and conditions with
respect to the Evaluation Software, but only to the extent necessary to resolve the
conflict. You may use the Evaluation Software only for evaluation and testing
and not for general production use. You acknowledge that the Evaluation
Software may contain limited functionality and/or may function for a limited period of
time. Hexagon is licensing the Evaluation Software on an “AS-IS” basis, solely for
your evaluation to assist in your purchase decision. If the Evaluation Software is a
timeout version, then the program will terminate operation after a designated period
of time following installation (the “Time Out Date”). Upon such Time Out Date, the
Evaluation Software license will cease operation and you will not be able to use the
SOFTWARE PRODUCT, unless you purchase a license for a full retail version of the
SOFTWARE PRODUCT. You acknowledge that such Evaluation Software shall
cease operation upon the Time Out Date and accordingly, access to any files or
output created with such Evaluation Software or any product associated with the
Evaluation Software is done entirely at your own risk.
7.4.
Educational Software Product – Additional Terms. If the SOFTWARE
PRODUCT you have received with this EULA is Educational Software Product
(where either an education price is paid for the SOFTWARE PRODUCT, or the
SOFTWARE PRODUCT is received by virtue of your participation in an Hexagon
program designed for educational or research institutions, or is received through an
education grant from Hexagon), you are not entitled to use the SOFTWARE
PRODUCT unless you qualify in your jurisdiction as an Educational End User. You
may use the Educational Software Product only for educational and research
purposes. Commercial and general production use of Educational Software
Products is specifically prohibited. Additional terms and conditions, as well as the
19
definition of an Educational End User, are detailed in Hexagon’s Education Policy
which is available from Hexagon upon request.
7.5.
ImageStation and Geospatial SDI Software – Additional Terms. Some
SOFTWARE PRODUCTS of the ImageStation and Geospatial SDI product families
contain one or more dynamic link libraries (DLLs) that were built at least partially
from open source code subject to the Code Project Open License (CPOL) 1.02
which may be found at http://www.codeproject.com/info/cpol10.aspx. By installing
and using these SOFTWARE PRODUCTS, you agree that the terms of the CPOL
license apply to the portions of such DLLs built with CPOL-licensed open source
code.
7.6.
ECW Browser Plug-in – Additional Terms. The Enhanced Compression
Wavelet (ECW) browser plug-in SOFTWARE PRODUCT (“Browser Plug-in”) is
designed to be used as a browser plug-in to view, within the Microsoft Internet
Explorer, Google Chrome and Mozilla Firefox browsers (the “Browsers”), images
created using ECW image technology. Browsers are not included with the Browser
Plug-in. You may make and install as many copies of the Browser Plug-in as you
need, as plug-ins to lawfully licensed Browsers on computers that you own or
control. If you have a valid license to use Hexagon Enhanced Compression Wavelet
(ECWP) server SOFTWARE PRODUCT (“ECWP Server Software”), you may also
distribute copies of the Browser Plug-in to others whom you wish to authorize to
access images residing on your ECWP server, provided you include this EULA with
the distributed copies. All copies of the Browser Plug-in authorized as described
herein are considered to be authorized copies. You may install and use the Browser
Plug-in only to enable the Browsers to display images that are created with ECW
image technology, and that are accessed via your licensed ECWP Server Software.
The Browser Plug-in is licensed only for research, commercial, governmental, and
educational purposes and is not licensed, and shall not be used, for personal, family,
or household purposes.
8.0.
AAIC and RINAV - Limits on use. Licensee may not use a single license of AAIC or RINAV
for more than four (4) simultaneous jobs. Licensees desiring to execute AAIC or RINAV
simultaneously on more than four (4) cores may purchase additional licenses.
SGI09172015
DJA880650
HGD1182016
20
HEXAGON END-USER LICENSE AGREEMENT
ADDENDUM FOR ORACLE CONTENT
This Addendum (“Addendum”) is applicable to you in the event that you have obtained the following
software products (“SOFTWARE PRODUCTS”) from Hexagon that deliver content licensed from Oracle
Corporation (“Oracle Content”): ERDAS APOLLO, ERDAS IMAGINE, Geospatial Portal, and GeoMedia
WebMap. If applicable, this Addendum sets forth the terms of your use of the SOFTWARE PRODUCT in
addition to the terms of the END-USER LICENSE AGREEMENT (“EULA”) provided to you at the time of
purchase. This Addendum shall only apply to you if you use any of the SOFTWARE PRODUCTS
identified above by or through Hexagon. To the extent not inconsistent with this Addendum, all terms of
the EULA shall apply to the use of the SOFTWARE PRODUCTS. In the event of a conflict of terms
between the EULA, any other EULA Addendum, and this Addendum, this Addendum shall take
precedence over the EULA and any other EULA Addendum regarding the subject hereof. The EULA may
be found at: https://sgisupport.intergraph.com/infocenter/index?page=support_policies.
This Addendum has two sections. SECTION A addresses the licensing for the following Oracle
components delivered with all of the SOFTWARE PRODUCTS identified above: Client, Instant Client, and
ODP.NET Driver (“Oracle Components”). SECTION B addresses the licensing of certain Java SE
Platform Products, including Java Platform Standard Edition Development Kit (JDK), delivered with
ERDAS APOLLO only.
SECTION A
Hexagon provides the Oracle Components subject to a restricted license and licenses them to you strictly
for your internal use with the SOFTWARE PRODUCTS listed above, and strictly in accordance with this
Addendum. The EULA shall govern your use of the SOFTWARE PRODUCTS. This Addendum Section
A addresses additional license rights and restrictions specific to the Oracle Components delivered as part
of the SOFTWARE PRODUCTS.
The following additional terms and conditions shall apply to the Oracle Components licensed hereunder:
1. Use of the Oracle Components is limited to the legal entity that executes or otherwise accepts
this Addendum in accordance with the terms and conditions governing acceptance set forth in the
EULA.
2. Use of the Oracle Components is restricted to running the SOFTWARE PRODUCTS for your
business operations.
3. You are prohibited from assigning, giving, or transferring the Oracle Components or any interest
in them to another individual or entity (in the event you grant a security interest in the Oracle
Components, the secured party has no right to use or transfer the Oracle Components).
4. You are prohibited from (a) the removal or modification of any Oracle Components’ markings or
any notice of Oracle’s or its licensors’ proprietary rights; (b) making the Oracle Components
available in any manner to any third party for use in the third party’s business operations; and (c)
title of the Oracle Components passing to you or any other party.
5. You are prohibited from reverse engineering (unless required by law for interoperability),
disassembly or decompilation of the Oracle Components and from duplication of the Oracle
Components except for a sufficient number of copies of each Oracle Component for your licensed
use and one copy of each Oracle Component’s media.
Page 1 of 8
6. Hexagon disclaims, to the extent permitted by applicable law, Oracle’s liability for any damages,
whether direct, indirect, incidental, special, punitive, or consequential, arising from the use of the
Oracle Components.
7. Upon termination of the EULA and this Addendum, you are required to discontinue use and to
destroy or return to Hexagon all copies of the Oracle Components and documentation.
8. You are prohibited from publication of any results of benchmark tests run on the Oracle
Components.
9. You are required to comply fully with all relevant export laws and regulations of the United States
and other applicable export and import laws to assure that neither the Oracle Components, nor
any direct product thereof, are exported, directly or indirectly, in violation of applicable laws.
10. Oracle shall not be required to perform any obligation or incur any liability under this Addendum.
11. Hexagon shall be permitted to audit your use of the Oracle Components, and Hexagon shall be
permitted to assign to Oracle Hexagon’s right to audit your use of the Oracle Components .
12. Oracle shall be a third party beneficiary of this Addendum.
13. The Uniform Computer Information Transactions Act shall not apply to this Addendum.
14. THE ORACLE COMPONENTS ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND.
HEXAGON AND ORACLE FURTHER DISCLAIM ALL WARRANTIES, EXPRESS AND IMPLIED,
INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT. IN NO EVENT SHALL
HEXAGON OR ORACLE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE
OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA
OR DATA USE, INCURRED BY YOU OR ANY THIRD PARTY, WHETHER IN AN ACTION IN
CONTRACT OR TORT, EVEN IF HEAXGON OR ORACLE HAVE BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES. HEXAGON AND ORACLE’S ENTIRE LIABILITY FOR
DAMAGES HEREUNDER SHALL IN NO EVENT EXCEED ONE THOUSAND DOLLARS (U.S.
$1,000).
15. Oracle’s technical support organization will not provide technical support, phone support, or
updates to you for the Oracle Components.
16. You may terminate this Addendum by destroying all copies of the Oracle Components. Hexagon
has the right to terminate your right to use the Oracle Components if you fail to comply with any of
the terms of this Addendum, in which case you shall destroy all copies of the Oracle
Components.
17. The relationship between us is that of licensee/licensor. Neither party will represent that it has any
authority to assume or create any obligation, express or implied, on behalf of the other party, nor
to represent the other party as agent, employee, franchisee, or in any other capacity. Nothing in
this Addendum shall be construed to limit either party's right to independently develop or
distribute software that is functionally similar to the other party's products, so long as proprietary
information of the other party is not included in such software.
18. "Open Source" software is software available without charge for use, modification and distribution
is often licensed under terms that require the user to make the user's modifications to the Open
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Source software or any software that the user 'combines' with the Open Source software freely
available in source code form. If you use Open Source software in conjunction with the Oracle
Components, you must ensure that your use does not: (i) create, or purport to create, obligations
of Hexagon or Oracle with respect to the Oracle Components; or (ii) grant, or purport to grant, to
any third party any rights to or immunities under Oracle’s intellectual property or proprietary rights
in the Oracle Components. For example, you may not develop a software program using an
Oracle Component and an Open Source program where such use results in a program file(s) that
contains code from both the Oracle Component and the Open Source program (including without
limitation libraries) if the Open Source program is licensed under a license that requires any
"modifications" be made freely available. You also may not combine the Oracle Components with
programs licensed under the GNU General Public License ("GPL") in any manner that could
cause, or could be interpreted or asserted to cause, the Oracle Components or any modifications
thereto to become subject to the terms of the GPL.
SECTION B
Hexagon provides the Java SE Platform Products, including Java Platform Standard Edition
Development Kit (JDK), delivered with ERDAS APOLLO subject to only the following Oracle Binary
Code License Agreement.
Oracle Binary Code License Agreement for the Java SE Platform Products and JavaFX
ORACLE AMERICA, INC. ("ORACLE"), FOR AND ON BEHALF OF ITSELF AND ITS
SUBSIDIARIES AND AFFILIATES UNDER COMMON CONTROL, IS WILLING TO LICENSE THE
SOFTWARE TO YOU ONLY UPON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS
CONTAINED IN THIS BINARY CODE LICENSE AGREEMENT AND SUPPLEMENTAL LICENSE
TERMS (COLLECTIVELY "AGREEMENT"). PLEASE READ THE AGREEMENT CAREFULLY. BY
SELECTING THE "ACCEPT LICENSE AGREEMENT" (OR THE EQUIVALENT) BUTTON AND/OR
BY USING THE SOFTWARE YOU ACKNOWLEDGE THAT YOU HAVE READ THE TERMS AND
AGREE TO THEM. IF YOU ARE AGREEING TO THESE TERMS ON BEHALF OF A COMPANY OR
OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE LEGAL AUTHORITY TO BIND
THE LEGAL ENTITY TO THESE TERMS. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU
DO NOT WISH TO BE BOUND BY THE TERMS, THEN SELECT THE "DECLINE LICENSE
AGREEMENT" (OR THE EQUIVALENT) BUTTON AND YOU MUST NOT USE THE SOFTWARE
ON THIS SITE OR ANY OTHER MEDIA ON WHICH THE SOFTWARE IS CONTAINED.
1. DEFINITIONS. "Software" means the software identified above in binary form that you selected for
download, install or use (in the version You selected for download, install or use) from Oracle or its
authorized licensees, any other machine readable materials (including, but not limited to, libraries,
source files, header files, and data files), any updates or error corrections provided by Oracle, and
any user manuals, programming guides and other documentation provided to you by Oracle under
this Agreement. "General Purpose Desktop Computers and Servers" means computers, including
desktop and laptop computers, or servers, used for general computing functions under end user
control (such as but not specifically limited to email, general purpose Internet browsing, and office
suite productivity tools). The use of Software in systems and solutions that provide dedicated
functionality (other than as mentioned above) or designed for use in embedded or function-specific
software applications, for example but not limited to: Software embedded in or bundled with industrial
control systems, wireless mobile telephones, wireless handheld devices, kiosks, TV/STB, Blu-ray
Disc devices, telematics and network control switching equipment, printers and storage management
systems, and other related systems are excluded from this definition and not licensed under this
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Agreement. "Programs" means (a) Java technology applets and applications intended to run on the
Java Platform, Standard Edition platform on Java-enabled General Purpose Desktop Computers and
Servers; and (b) JavaFX technology applications intended to run on the JavaFX Runtime on JavaFXenabled General Purpose Desktop Computers and Servers. “Commercial Features” means those
features identified in Table 1-1 (Commercial Features In Java SE Product Editions) of the Java SE
documentation accessible at
http://www.oracle.com/technetwork/java/javase/documentation/index.html. “README File” means the
README file for the Software accessible at
http://www.oracle.com/technetwork/java/javase/documentation/index.html.
2. LICENSE TO USE. Subject to the terms and conditions of this Agreement including, but not limited
to, the Java Technology Restrictions of the Supplemental License Terms, Oracle grants you a nonexclusive, non-transferable, limited license without license fees to reproduce and use internally the
Software complete and unmodified for the sole purpose of running Programs. THE LICENSE SET
FORTH IN THIS SECTION 2 DOES NOT EXTEND TO THE COMMERCIAL FEATURES. YOUR
RIGHTS AND OBLIGATIONS RELATED TO THE COMMERCIAL FEATURES ARE AS SET FORTH
IN THE SUPPLEMENTAL TERMS ALONG WITH ADDITIONAL LICENSES FOR DEVELOPERS
AND PUBLISHERS.
3. RESTRICTIONS. Software is copyrighted. Title to Software and all associated intellectual property
rights is retained by Oracle and/or its licensors. Unless enforcement is prohibited by applicable law,
you may not modify, decompile, or reverse engineer Software. You acknowledge that the Software is
developed for general use in a variety of information management applications; it is not developed or
intended for use in any inherently dangerous applications, including applications that may create a
risk of personal injury. If you use the Software in dangerous applications, then you shall be
responsible to take all appropriate fail-safe, backup, redundancy, and other measures to ensure its
safe use. Oracle disclaims any express or implied warranty of fitness for such uses. No right, title or
interest in or to any trademark, service mark, logo or trade name of Oracle or its licensors is granted
under this Agreement. Additional restrictions for developers and/or publishers licenses are set forth in
the Supplemental License Terms.
4. DISCLAIMER OF WARRANTY. THE SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTY
OF ANY KIND. ORACLE FURTHER DISCLAIMS ALL WARRANTIES, EXPRESS AND IMPLIED,
INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT.
5. LIMITATION OF LIABILITY. IN NO EVENT SHALL ORACLE BE LIABLE FOR ANY INDIRECT,
INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOSS
OF PROFITS, REVENUE, DATA OR DATA USE, INCURRED BY YOU OR ANY THIRD PARTY,
WHETHER IN AN ACTION IN CONTRACT OR TORT, EVEN IF ORACLE HAS BEEN ADVISED OF
THE POSSIBILITY OF SUCH DAMAGES. ORACLE'S ENTIRE LIABILITY FOR DAMAGES
HEREUNDER SHALL IN NO EVENT EXCEED ONE THOUSAND DOLLARS (U.S. $1,000).
6. TERMINATION. This Agreement is effective until terminated. You may terminate this Agreement at
any time by destroying all copies of Software. This Agreement will terminate immediately without
notice from Oracle if you fail to comply with any provision of this Agreement. Either party may
terminate this Agreement immediately should any Software become, or in either party's opinion be
likely to become, the subject of a claim of infringement of any intellectual property right. Upon
termination, you must destroy all copies of Software.
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7. EXPORT REGULATIONS. You agree that U.S. export control laws and other applicable export and
import laws govern your use of the Software, including technical data; additional information can be
found on Oracle's Global Trade Compliance web site (http://www.oracle.com/us/products/export). You
agree that neither the Software nor any direct product thereof will be exported, directly, or indirectly,
in violation of these laws, or will be used for any purpose prohibited by these laws including, without
limitation, nuclear, chemical, or biological weapons proliferation.
8. TRADEMARKS AND LOGOS. You acknowledge and agree as between you
and Oracle that Oracle owns the ORACLE and JAVA trademarks and all ORACLE- and JAVA-related
trademarks, service marks, logos and other brand designations ("Oracle Marks"), and you agree to
comply with the Third Party Usage Guidelines for Oracle Trademarks currently located at
http://www.oracle.com/us/legal/third-party-trademarks/index.html. Any use you make of the Oracle
Marks inures to Oracle's benefit.
9. U.S. GOVERNMENT LICENSE RIGHTS. If Software is being acquired by or on behalf of the U.S.
Government or by a U.S. Government prime contractor or subcontractor (at any tier), then the
Government's rights in Software and accompanying documentation shall be only those set forth in
this Agreement.
10. GOVERNING LAW. This agreement is governed by the substantive and procedural laws of
California. You and Oracle agree to submit to the exclusive jurisdiction of, and venue in, the courts of
San Francisco, or Santa Clara counties in California in any dispute arising out of or relating to this
agreement.
11. SEVERABILITY. If any provision of this Agreement is held to be unenforceable, this Agreement
will remain in effect with the provision omitted, unless omission would frustrate the intent of the
parties, in which case this Agreement will immediately terminate.
12. INTEGRATION. This Agreement is the entire agreement between you and Oracle relating to its
subject matter. It supersedes all prior or contemporaneous oral or written communications, proposals,
representations and warranties and prevails over any conflicting or additional terms of any quote,
order, acknowledgment, or other communication between the parties relating to its subject matter
during the term of this Agreement. No modification of this Agreement will be binding, unless in writing
and signed by an authorized representative of each party.
SUPPLEMENTAL LICENSE TERMS
These Supplemental License Terms add to or modify the terms of the Binary Code License
Agreement. Capitalized terms not defined in these Supplemental Terms shall have the same
meanings ascribed to them in the Binary Code License Agreement. These Supplemental Terms shall
supersede any inconsistent or conflicting terms in the Binary Code License Agreement, or in any
license contained within the Software.
A. COMMERCIAL FEATURES. You may not use the Commercial Features for running Programs,
Java applets or applications in your internal business operations or for any commercial or production
purpose, or for any purpose other than as set forth in Sections B, C, D and E of these Supplemental
Terms. If You want to use the Commercial Features for any purpose other than as permitted in this
Agreement, You must obtain a separate license from Oracle.
B. SOFTWARE INTERNAL USE FOR DEVELOPMENT LICENSE GRANT. Subject to the terms and
conditions of this Agreement and restrictions and exceptions set forth in the README File
Page 5 of 8
incorporated herein by reference, including, but not limited to the Java Technology Restrictions of
these Supplemental Terms, Oracle grants you a non-exclusive, non-transferable, limited license
without fees to reproduce internally and use internally the Software complete and unmodified for the
purpose of designing, developing, and testing your Programs.
C. LICENSE TO DISTRIBUTE SOFTWARE. Subject to the terms and conditions of this Agreement
and restrictions and exceptions set forth in the README File, including, but not limited to the Java
Technology Restrictions and Limitations on Redistribution of these Supplemental Terms, Oracle
grants you a non-exclusive, non-transferable, limited license without fees to reproduce and distribute
the Software, provided that (i) you distribute the Software complete and unmodified and only bundled
as part of, and for the sole purpose of running, your Programs, (ii) the Programs add significant and
primary functionality to the Software, (iii) you do not distribute additional software intended to replace
any component(s) of the Software, (iv) you do not remove or alter any proprietary legends or notices
contained in the Software, (v) you only distribute the Software subject to a license agreement that: (a)
is a complete, unmodified reproduction of this Agreement; or (b) protects Oracle's interests consistent
with the terms contained in this Agreement and that includes the notice set forth in Section H, and (vi)
you agree to defend and indemnify Oracle and its licensors from and against any damages, costs,
liabilities, settlement amounts and/or expenses (including attorneys' fees) incurred in connection with
any claim, lawsuit or action by any third party that arises or results from the use or distribution of any
and all Programs and/or Software. The license set forth in this Section C does not extend to the
Software identified in Section G.
D. LICENSE TO DISTRIBUTE REDISTRIBUTABLES. Subject to the terms and conditions of this
Agreement and restrictions and exceptions set forth in the README File, including but not limited to
the Java Technology Restrictions and Limitations on Redistribution of these Supplemental Terms,
Oracle grants you a non-exclusive, non-transferable, limited license without fees to reproduce and
distribute those files specifically identified as redistributable in the README File ("Redistributables")
provided that: (i) you distribute the Redistributables complete and unmodified, and only bundled as
part of Programs, (ii) the Programs add significant and primary functionality to the Redistributables,
(iii) you do not distribute additional software intended to supersede any component(s) of the
Redistributables (unless otherwise specified in the applicable README File), (iv) you do not remove
or alter any proprietary legends or notices contained in or on the Redistributables, (v) you only
distribute the Redistributables pursuant to a license agreement that: (a) is a complete, unmodified
reproduction of this Agreement; or (b) protects Oracle's interests consistent with the terms contained
in the Agreement and includes the notice set forth in Section H, (vi) you agree to defend and
indemnify Oracle and its licensors from and against any damages, costs, liabilities, settlement
amounts and/or expenses (including attorneys' fees) incurred in connection with any claim, lawsuit or
action by any third party that arises or results from the use or distribution of any and all Programs
and/or Software. The license set forth in this Section D does not extend to the Software identified in
Section G.
E. DISTRIBUTION BY PUBLISHERS. This section pertains to your distribution of the JavaTM SE
Development Kit Software (“JDK”) with your printed book or magazine (as those terms are commonly
used in the industry) relating to Java technology ("Publication"). Subject to and conditioned upon your
compliance with the restrictions and obligations contained in the Agreement, Oracle hereby grants to
you a non-exclusive, nontransferable limited right to reproduce complete and unmodified copies of
the JDK on electronic media (the "Media") for the sole purpose of inclusion and distribution with your
Publication(s), subject to the following terms: (i) You may not distribute the JDK on a stand-alone
basis; it must be distributed with your Publication(s); (ii) You are responsible for downloading the JDK
Page 6 of 8
from the applicable Oracle web site; (iii) You must refer to the JDK as JavaTM SE Development Kit;
(iv) The JDK must be reproduced in its entirety and without any modification whatsoever (including
with respect to all proprietary notices) and distributed with your Publication subject to a license
agreement that is a complete, unmodified reproduction of this Agreement; (v) The Media label shall
include the following information: “Copyright [YEAR], Oracle America, Inc. All rights reserved. Use is
subject to license terms. ORACLE and JAVA trademarks and all ORACLE- and JAVA-related
trademarks, service marks, logos and other brand designations are trademarks or registered
trademarks of Oracle in the U.S. and other countries.” [YEAR] is the year of Oracle's release of the
Software; the year information can typically be found in the Software’s “About” box or screen. This
information must be placed on the Media label in such a manner as to only apply to the JDK; (vi) You
must clearly identify the JDK as Oracle's product on the Media holder or Media label, and you may
not state or imply that Oracle is responsible for any third-party software contained on the Media; (vii)
You may not include any third party software on the Media which is intended to be a replacement or
substitute for the JDK; (viii) You agree to defend and indemnify Oracle and its licensors from and
against any damages, costs, liabilities, settlement amounts and/or expenses (including attorneys'
fees) incurred in connection with any claim, lawsuit or action by any third party that arises or results
from the use or distribution of the JDK and/or the Publication; ; and (ix) You shall provide Oracle with
a written notice for each Publication; such notice shall include the following information: (1) title of
Publication, (2) author(s), (3) date of Publication, and (4) ISBN or ISSN numbers. Such notice shall
be sent to Oracle America, Inc., 500 Oracle Parkway, Redwood Shores, California 94065 U.S.A,
Attention: General Counsel.
F. JAVA TECHNOLOGY RESTRICTIONS. You may not create, modify, or change the behavior of, or
authorize your licensees to create, modify, or change the behavior of, classes, interfaces, or
subpackages that are in any way identified as "java", "javax", "sun", “oracle” or similar convention as
specified by Oracle in any naming convention designation.
G. LIMITATIONS ON REDISTRIBUTION. You may not redistribute or otherwise transfer patches, bug
fixes or updates made available by Oracle through Oracle Premier Support, including those made
available under Oracle's Java SE Support program.
H. COMMERCIAL FEATURES NOTICE. For purpose of complying with Supplemental Term Section
C.(v)(b) and D.(v)(b), your license agreement shall include the following notice, where the notice is
displayed in a manner that anyone using the Software will see the notice:
Use of the Commercial Features for any commercial or production purpose requires a separate
license from Oracle. “Commercial Features” means those features identified Table 1-1 (Commercial
Features In Java SE Product Editions) of the Java SE documentation accessible at
http://www.oracle.com/technetwork/java/javase/documentation/index.html
I. SOURCE CODE. Software may contain source code that, unless expressly licensed for other
purposes, is provided solely for reference purposes pursuant to the terms of this Agreement. Source
code may not be redistributed unless expressly provided for in this Agreement.
J. THIRD PARTY CODE. Additional copyright notices and license terms applicable to portions of the
Software are set forth in the THIRDPARTYLICENSEREADME file accessible at
http://www.oracle.com/technetwork/java/javase/documentation/index.html. In addition to any terms
and conditions of any third party opensource/freeware license identified in the
THIRDPARTYLICENSEREADME file, the disclaimer of warranty and limitation of liability provisions in
Page 7 of 8
paragraphs 4 and 5 of the Binary Code License Agreement shall apply to all Software in this
distribution.
K. TERMINATION FOR INFRINGEMENT. Either party may terminate this Agreement immediately
should any Software become, or in either party's opinion be likely to become, the subject of a claim of
infringement of any intellectual property right.
L. INSTALLATION AND AUTO-UPDATE. The Software's installation and auto-update processes
transmit a limited amount of data to Oracle (or its service provider) about those specific processes to
help Oracle understand and optimize them. Oracle does not associate the data with personally
identifiable information. You can find more information about the data Oracle collects as a result of
your Software download at http://www.oracle.com/technetwork/java/javase/documentation/index.html.
For inquiries please contact: Oracle America, Inc., 500 Oracle Parkway, Redwood Shores, California
94065, USA.
Last updated 02 April 2013
DDCC076D0B – Oracle Content Addendum
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