Software AG Legal Notices
LEGAL NOTICES
(ALLv201310)
This notice is valid for all products, product lines and associated products
of Software AG comprising software, documentation, user manuals and other
related materials in tangible or electronic form (the "Product").
IMPORTANT: PLEASE READ BEFORE INSTALLING THE PRODUCT
PART A: GENERAL TERMS
You are not allowed to install or use the Product without a corresponding
license agreement.
If you have entered into a commercial license agreement with one of
Software AG's subsidiaries or distributors ("Commercial License
Agreement")
the installation and use of the Product is subject to your acceptance of
additional terms which are provided for you in "Part B: Additional
Terms".
If you have not entered into a Commercial License Agreement and you have
been granted access to a webMethods Partner Server by a sponsoring company
that has licensed a Software AG webMethods solution, you must execute the
license agreement with Software AG which is provided for you in "Part C:
Software AG License Agreement for webMethods Partner Servers Only"
If you have not entered into a Commercial License Agreement and you are
not using a webMethods Partner Server pursuant to PartC, you must execute
the license agreement with Software AG which is provided for you in
"Part D
Software AG Evaluation License Agreement for Trial Versions of Software AG
Products" ONLY.
COPYRIGHT AND TRADEMARK NOTICE
The name Software AG, webMethods and all Software AG product names are either
trademarks or registered trademarks of Software AG and/or Software AG USA,
Inc. Other company and product names mentioned herein may be trademarks of
their respective owners.
Other brands or names mentioned may be trademarks or registered trademarks
of their respective owners.
Software AG or its subsidiaries are the sole owner of all intellectual
property rights to the Products and accompanying user documentation or have
the respective distribution rights. References made in or on the Products to
the copyright and/or to the industrial property rights must not be altered,
deleted or obliterated in any manner.
No right, title or interest in any trademark or trade names of Software AG
or its subsidiaries or its licensors is granted hereunder.
(c) Copyright 2013 Software AG, Darmstadt, Germany and/or Software AG USA
Inc., Reston, United States of America, and/or their licensors.
PART B: ADDITIONAL TERMS COMMERCIAL LICENSE
The Commercial License Agreement does not grant you the right to sublicense,
rent, assign or lease the software, in whole or in part, and you may not
decompile, disassemble, modify, decrypt, extract or otherwise reverse engineer,
or make further copies of the software, except as explicitly permitted by
the Commercial License Agreement.
Also, the Product contains certain third party technology that is not designed
or intended for use in on-line control of aircraft, air traffic, aircraft
navigation or aircraft communications; or in the design, construction,
operation or maintenance of any nuclear facility. You must not use or
redistribute the Product for such purposes.
The Product, including technical data is subject to export and import control
laws and associated regulations of various governments including those of
Germany, and the United States of America. You must comply strictly with
all such regulations and you are responsible for obtaining all licenses or
other consents related to the export, re-export or import of the Product.
If applicable, you will find specific terms in addition to your commercial
license agreement for the use of this product in Part E.
PART C: SOFTWARE AG LICENSE AGREEMENT FOR WEBMETHODS PARTNER SERVERS ONLY
IMPORTANT: THIS AGREEMENT APPLIES ONLY IF YOU ARE USING A WEBMETHODS PARTNER
SERVER PROVIDED BY A SPONSORING COMPANY THAT HAS LICENSED A SOFTWARE AG
WEBMETHODS SOLUTION. THE TERMS OF THIS AGREEMENT DO NOT APPLY IF YOU
HAVE ALREADY EXECUTED A COMMERCIAL LICENSE AGREEMENT FOR THE WEBMETHODS
PARTNER SERVER WITH A SOFTWARE AG SUBSIDIARY OR DISTRIBUTOR. PLEASE READ
THIS AGREEMENT CAREFULLY BEFORE IN ANY WAY INSTALLING, ACCESSING, OR USING
THE PRODUCT.
SOFTWARE AG LICENSE AGREEMENT FOR WEBMETHODS PARTNER SERVERS
By installing the Product, you, as licensee, are entering into an agreement
with Software AG, as licensor, with GENERAL TERMS as defined in Part A,
as well as with terms set forth below in Part C. In case of conflicting
terms between Part A and the Part C, the terms of this Part C shall apply.
If you do not agree to the terms of this Agreement, you must immediately,
and in any case before installation, destroy the Product and all copies of
the Product in physical, electronic or other form. By installing and/or
using the Product, you agree to be bound by and manifest your assent to all
the terms and conditions of this Part C.
LICENSE GRANT
Subject to the terms and conditions set forth in this Agreement, Software AG
hereby grants to Licensee a nontransferable, non-sublicensable, nonexclusive,
limited license during the Term to use the webMethods Partner Server and any
other associated Software AG software program(s) made available to Licensee
(the "Software"), in Executable Code form, together with the
Documentation.
This Agreement only grants Licensee the right to use the Software on one
(1) designated CPU and to make one (1) copy of the Software for backup and
archival purposes. All use of the Software is strictly limited to
Licensee's
internal data processing in connection with the Software AG webMethods solution
licensed to the sponsoring company and is strictly limited to bi-directional
delivery of data between Licensee and such sponsoring company. Any and
all other use of the Software is strictly prohibited. For purposes of this
Agreement, the term (i) "Documentation" means the user manuals
made available
to Licensee in connection with the Software; and (ii) the term "Executable
Code" means the fully compiled version of a software program that can be
executed by a computer and used by an end user without further compilation.
PROPRIETYARY RIGHTS
a. Licensee acknowledges and agrees that the Software, Documentation, and
all other related information and materials (collectively, the
"Proprietary
Information") provided to or made available to Licensee, and all patents,
copyrights, trade secrets, and other United States or international
intellectual property rights (each, an "Intellectual Property Right")
embodied in the foregoing, are the exclusive and proprietary property of
Software AG and/or its suppliers. Licensee further acknowledges and agrees
that the Software and its structure, underlying concepts, organization,
and source code constitute valuable trade secrets of Software AG and/or its
suppliers. Accordingly, Licensee agrees not to (a) disassemble, reverse
engineer, reverse compile, or otherwise attempt to derive the source code
for the Software in whole or in part, (b) modify, adapt, alter, translate,
or create derivative works from the Software; (c) merge the Software with
other software; (d) sublicense, lease, rent, loan, or otherwise transfer
the Software to any third party; or (e) except as expressly set forth in
this Agreement, otherwise use, provide access to, or copy the Software.
b. Licensee shall keep the Proprietary Information in strict confidence and
use the Property Information solely for purposes of exercising the license
rights set forth in Section 1 of this Agreement. Licensee shall restrict
access to the Proprietary Information to only those authorized persons with
a need to know in order for Licensee to exercise the license rights granted
under Section 1 and shall ensure that all such authorized persons shall
refrain from any disclosure, use, duplication, or reproduction prohibited by
this Section 2. Except as expressly set forth in this Agreement, Licensee
shall not, directly or indirectly, use, disclose, distribute, duplicate,
or otherwise reproduce the Proprietary Information, in whole or in part.
Licensee agrees not to remove any copyright notice or other proprietary
markings from the Proprietary Information or any copies thereof.
c. Licensee shall have no obligation to preserve the proprietary nature
of only that portion of the Software AG's Proprietary Information that is
or becomes generally available to the public by other than unauthorized
disclosure. In the event Licensee is required to disclose Proprietary
Information by law or by any governmental agency having jurisdiction pursuant
to an order to produce, or in the course of a legal proceeding pursuant to
a lawful request for discovery, Licensee may disclose only that portion
of the Proprietary Information that it is legally required to disclose;
provided Licensee promptly notifies Software AG and reasonably cooperates
with Software AG if Software AG's elects, at its expense, to seek to
limit or
avoid such disclosure by any lawful means and Licensee takes all reasonable
and necessary actions to protect the confidentiality of the Proprietary
Information disclosed.
d. Licensee agrees not to challenge, directly or indirectly, the right, title,
and interest of Software AG in and to the Software or any other Proprietary
Information, or any Intellectual Property Rights therein, nor the validity
or enforceability of Software AG's rights under applicable law. Licensee
agrees not to, directly or indirectly, register, apply for registration,
or attempt to acquire any legal protection for the Software or any other
Proprietary Information, or any Intellectual Proprietary Rights therein,
or to take any other action which may adversely affect Software AG's
rights,
title, or interest in or to the Software or any other Proprietary Information
in any jurisdiction.
e. Licensee agrees to notify Software AG immediately and in writing of all
circumstances surrounding the unauthorized possession or use of the Software
or any other Proprietary Information by any person or entity. Licensee agrees
to cooperate fully with Software AG in any litigation relating to or arising
from such unauthorized possession or use.
f. Licensee acknowledge that the Proprietary Information is unique and
that Licensee's failure to comply with the provisions of this Section
2 may
result in irreparable harm to Software AG and, in the event of the breach
or threatened breach by Licensee of its obligations under this Section 2,
Software AG shall be entitled to equitable relief in the form of specific
performance and/or an injunction for any such actual or threatened breach,
in addition to the exercise of any other remedies at law and in equity.
g. Software AG reserves all rights regarding the Software and all other
Proprietary Information owned or licensed by Software AG to the extent such
rights are not expressly granted to Licensee in this Agreement.
TERM AND TERMINATION
Subject to Licensee's strict compliance with the terms and conditions
of this
Agreement, the term of this Agreement ("Term") shall be coincident
with the
term of the license granted to the sponsoring company for the Software AG
webMethods solution. This Agreement shall remain in effect until the Term
expires or is terminated or this Agreement is otherwise terminated by Software
AG for Licensee's breach of any of the provisions of this Agreement.
Upon the
termination or expiration of this Agreement for any reason, all license rights
granted under this Agreement shall immediately cease to exist and Licensee
shall immediately discontinue all use of the Software and shall, within ten
(10) days after the expiration or termination, certify in writing to Software
AG that the Software and Documentation and all copies and related materials in
the possession of Licensee have been removed from its system and destroyed.
Notwithstanding any other provision of this Agreement, all of Licensee's
obligations under this Agreement shall continue perpetually and irrevocably.
SUPPORT AND MAINTENANCE
Software AG, in its sole discretion, may provide (and subsequently cease
providing) Licensee with limited support and maintenance services for
the Software. Notwithstanding any decision by Software AG to exercise
its discretion in providing Licensee with such services, in no event shall
Licensee be deemed entitled to any support or maintenance or other similar
services from Software AG, including but not limited to any fixes, updates,
or new releases of the Software.
DISCLAIMER OF WARRANTIES
ALL SOFTWARE, DOCUMENTATION, INFORMATION, MATERIALS AND/OR SERVICES PROVIDED
TO LICENSEE IN CONNECTION WITH THIS AGREEMENT ARE PROVIDED "AS IS,
WITH ALL
FAULTS." SOFTWARE AG DOES NOT WARRANT THAT SOFTWARE WILL OPERATE
UNINTERRUPTED
OR ERROR FREE, THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL FUNCTION
WITH OTHER SOFTWARE, HARDWARE, OR WITHIN A SYSTEM, OR THAT THE SOFTWARE,
DOCUMENTATION, INFORMATION, MATERIALS AND/OR SERVICES PROVIDED PURSUANT TO
THIS AGREEMENT WILL FULFILL ANY OF LICENSEE'S PARTICULAR PURPOSES
OR NEEDS.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SOFTWARE AG SPECIFICALLY
DISCLAIMS ALL WARRANTIES, EXPRESS, STATUTORY, AND IMPLIED, INCLUDING,
BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF ACCURACY, QUIET ENJOYMENT,
NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE.
LIMITATIONS OF LIABILITY
NEITHER SOFTWARE AG NOR ANY OF ITS SUPPLIERS SHALL BE LIABLE TO LICENSEE OR ANY
OTHER PARTY FOR ANY LOSS OR DAMAGE THAT ARISES IN CONNECTION WITH
LICENSEE'S
USE OF THE SOFTWARE OR THAT OTHERWISE ARISES FROM OR RELATES IN ANY WAY TO
THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, ANY MONETARY DAMAGES OR ANY
DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES,
REGARDLESS OF THE FORM OF ACTION ALLEGED, EVEN IF ADVISED OF THE POSSIBILITY
OF SUCH DAMAGES. IN NO EVENT SHALL LICENSEE BE ENTITLED TO OBTAIN SPECIFIC
PERFORMANCE IN CONNECTION WITH THIS AGREEMENT. Licensee acknowledges that
the limitations of liability and the disclaimer of warranties set forth in
this Agreement constitute a fundamental basis of this Agreement and form the
primary consideration between the parties and that Software AG would not have
entered into this Agreement nor provided Licensee with access to the Software
without such limitations of liability and the disclaimer of warranties.
MISCELLANEOUS
Assignment. Licensee may not assign or transfer this Agreement, or any rights
or obligations hereunder (including the license rights), or the Software,
in whole or part, whether by operation of law, change of control, or in any
other manner. Any assignment or attempted assignment in violation of the
foregoing shall be null and void. Software AG may assign any or all of its
rights and obligations under this Agreement.
Audit. Licensee will reasonably cooperate with Software AG and provide
Software AG with reasonable access to Licensee's information, facilities,
and systems to enable Software AG to ensure Licensee's compliance with the
terms of this Agreement.
Export. The Software and related materials are subject to the export
and import control laws and associated regulations of various governments,
including those of the United States and Germany. Licensee agrees to strictly
comply with all such laws and regulations and acknowledges that Licensee
is responsible for obtaining any licenses required to export, re-export,
or import the Software and related materials.
Jurisdiction. This Agreement will be governed by and construed in accordance
with the substantive laws in force: (a) in the Commonwealth of Virginia,
if a license to the Software is obtained when Licensee is in the United
States, Canada, Mexico, or any other country not described in subsections
(b) and (c) below; (b) in Japan, if a license to the Software is obtained
when Licensee is in Japan, China, Korea, or other southeast Asian country
where the official languages are written in either an ideographic script
(e.g., hanzi, kanji, or hanja) and/or other script based upon or similar
in structure to an ideographic script (e.g., hangul or kana); or (c) the
United Kingdom, if a license to the Software is obtained when Licensee is
in any European Union country. This Agreement will 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
are expressly excluded.
Severability. If any provision of this Agreement is determined by a court
of competent jurisdiction to be or becomes unenforceable or illegal, such
provision shall be adjusted to the minimum extent necessary to cure such
unenforceability or illegality and the remainder of this Agreement shall
remain in effect in accordance with its terms as modified by such adjustment.
U.S. Government Procurement. If the Software is being acquired by or
on behalf of the U.S. Government by a U.S. Government prime contractor
or subcontractor (at any tier), then the U.S. Government's rights in the
Software and accompanying Documentation will be only as set forth in this
Agreement; this is in accordance with 48 CFR 227.7201 through 227.7202-4
(for Department of Defense ("DOD") acquisitions) and with 48 CFR
2.101 and
12.212 (for non-DOD acquisitions).
Waiver. No waiver or retraction of a waiver under this Agreement shall be
valid or binding unless set forth in writing and executed by a duly authorized
representative of the party against whom such waiver is sought. The failure
of either party to exercise any right granted herein, or to require the
performance by the other party of any obligation set forth herein, or the
waiver by either party of any breach of this Agreement, will not prevent a
subsequent exercise or enforcement of such provisions or be deemed a waiver
of any subsequent breach of the same or any other provision of this Agreement.
Integration. This Agreement constitutes the entire agreement between
the parties regarding the subject hereof and supersedes all prior and
all contemporaneous agreements, understandings, marketing materials, and
communications, whether written or oral. Any modification or amendment of
any provision of this Agreement must be in writing and bear the signature
of the duly authorized representative of each party. Neither the course of
conduct between the parties nor trade usage will act to modify this Agreement.
PART D: SOFTWARE AG EVALUATION LICENSE AGREEMENT FOR TRIAL VERSIONS OF
SOFTWARE AG PRODUCT ONLY
IMPORTANT: PLEASE READ THIS SOFTWARE AG EVALUATION LICENSE AGREEMENT CAREFULLY
BEFORE INSTALLING THE PRODUCT! THE TERMS OF THIS EVALUATION LICENSE AGREEMENT
APPLY ONLY IF YOU HAVE NOT ALREADY EXECUTED A COMMERCIAL LICENSE AGREEMENT
WITH A SOFTWARE AG SUBSIDIARY OR DISTRIBUTOR.
EVALUATION LICENSE AGREEMENT FOR TRIAL VERSION
By installing the Product, you, as licensee, are entering into an agreement
with Software AG, as licensor, with GENERAL TERMS as defined in Part A, as
well as with terms set forth below (Part D). In case of conflicting terms
between Part A and D, the terms of this Part D shall apply ("Evaluation)
License Agreement"). If you do not agree to the terms of this agreement,
you must immediately, and in any case before installation, destroy the
Product and all copies of the Product in physical, electronic or other form.
THE LICENSE
With this Evaluation License Agreement, Software AG grants you - free of charge
- a non-exclusive license to use the Product and accompanying documentation on
a single computer, on a workstation or on a single terminal within a network
for evaluation and testing purposes for a time period defined below (see
section License Validity). In no event may the Product be deployed or used
for any commercial production purpose such as developing new applications or
testing, supporting, maintaining, or reengineering of existing applications,
unless you acquire a commercial license from Software AG and pay the applicable
license fees. You may not pass on copies of the Product to any third party or
transfer the Product by electronic means to other computers via a network. For
multi-user hardware systems or networks, a separate license is required for
each user or each workstation. You have the right to make one copy of the
Product solely for archival and backup purposes. You may not decompile,
disassemble, modify, decrypt, extract or otherwise reverse engineer, or
make further copies of the Product or parts thereof. This Evaluation License
Agreement, with the downloaded or otherwise provided and used authorization
key, is proof of your entering into this agreement and you must retain it. This
Evaluation License Agreement does not grant you the right to sublicense,
transfer, rent, assign or lease the Product, in whole or in part.
THIRD PARTY RESTRICTIONS
The Product is designed for general office use. It is not designed or
intended for use in air traffic control, mass transit systems, critical
medical purposes, the operation of nuclear facilities or any other use which
could result in a high risk of safety or property damage. You warrant that
you will not use the Product for such purposes.
LICENSE VALIDITY
This Evaluation License Agreement is limited to a period no longer than
ninety (90) days starting from the date of installation of the Product,
or as defined in the license key file or in Part E below. The license might
limit your use of the Product to certain features, platforms or restrictions
in capacity or other limitations incorporated by default, by license key
file or - if applicable - by definition in Part E below. You accept these
limitations and will in no event bypass these.
COPYRIGHT
Software AG or its affiliates are the sole owner of the industrial property
rights and copyright to the Product and accompanying user documentation or
have the respective distribution rights. References made in or on the Product
to the copyright or to other industrial property rights must not be altered,
deleted or obliterated in any manner.
CONFIDENTIALITY
The Product is confidential and proprietary information of Software AG and
its licensors, and may not be disclosed to third parties. You shall use
such information only for the purpose of exercising the Evaluation License
Agreement to the Product and shall disclose confidential and proprietary
information only to your employees who require such information for the
purpose stated above. You agree to take adequate steps to protect the Product
from unauthorized disclosure or use.
LIMITED WARRANTY
The Product is provided "as is" without any warranty whatsoever. You
assume full responsibility for the selection of the Product to achieve your
intended results and for the installation, use and results obtained from
the Product. Any kind of support for the Software AG Product is explicitly
excluded.
UPDATES AND MAINTENANCE
This Evaluation License Agreement does not grant you any right to, license
for or interest in any improvements, modifications, enhancements or updates
to the Product and documentation or other support services. Such services
are typically available under a Commercial License Agreement only. Any such
arrangements shall be the subject of a separate written agreement.
LIMITATION OF LIABILITY
Under no circumstances shall Software AG or its licensors be liable for
any damages whatsoever (including, without limitation, damages for loss
of business profits, work stoppage, loss of data or other financial loss)
arising from the use of, or inability to use, this Product. In no event shall
any liability of Software AG arising out of this agreement exceed the amount
paid, if any, by you to Software AG hereunder.
TERMINATION
This Evaluation License Agreement will terminate immediately without notice
from Software AG if you fail to comply with any provision of this Evaluation
License Agreement. Software AG reserves the right to terminate this agreement
immediately for good cause, whereby good cause is understood as any gross
breach of this agreement. Upon termination, you must immediately discontinue
the use of the Product and destroy the Product and all copies of the Product
in physical, electronic or other form.
EXPORT
The Product, including technical data is subject to export and import control
laws and associated regulations of various governments including those of
Germany and the United States of America. You must comply strictly with all
such regulations and you are responsible for obtaining all licenses or other
consents related to the export, re-export or import of the Product.
MISCELLANEOUS
The invalidity of any provision of this agreement shall not affect any other
part of this agreement. This agreement represents the complete and exclusive
statement concerning this Evaluation License Agreement between the parties. No
modification or amendment of this agreement will be binding on any party
unless acknowledged in writing by their duly authorized representatives. This
agreement shall be governed and construed by the laws of the Federal Republic
of Germany.
PART E: PRODUCT SPECIFIC TERMS for Adabas, Natural and NaturalONE Community
Editions
(ADANATCOMv201001)
In paragraph "LICENSE VALIDITY" the first sentence shall be
replaced by:
This Evaluation License Agreement is limited to a period defined in the
license key file, or until terminated by either party.
In case of conflicting terms between this Part E and your license agreement,
the terms of this Part E shall apply.
PART E: PRODUCT SPECIFIC TERMS for Tamino
(INSv200702)
List of Redistributable Programs for Tamino XML Server The product distribution
contains programs that you may redistribute with your application. The names
of these redistributable programs and their locations after Tamino XML Server
has been installed are as follows ("<InstallDir>" refers to
the Tamino XML
Server installation directory):
Tamino API for Java (<InstallDir>/SDK/TaminoAPI4J)
HTTP Client API for JScript (<InstallDir>/SDK/JScriptAPI)
HTTP Client API for ActiveX (<InstallDir>/SDK/ActiveXAPI)
Tamino API for .NET (<InstallDir>/SDK/TaminoAPI4DotNET)
Tamino API for C (<InstallDir>/SDK/TaminoAPI4C)
PART E: PRODUCT SPECIFIC TERMS for CentraSite
(INMv200912)
E1 - Usage of WebDAV
Licensee of the CentraSite Community Edition may not use the CentraSite
Repository via the WebDAV interface to store or extend data assets except
through applications of CentraSite Community sponsors.
E2 - Usage of Design GUI
Licensee of any CentraSite Edition may not use the integrated Application
Designer's UI development components other than for the intended creation
of CentraSite plug-ins.
E3 - Usage of Federation Capabilities
Generating a single, logical view on distributed CentraSite
Registries/Repositories or other UDDI registries (Federation Capabilities)
is exclusive to CentraSite ActiveSOA Edition licensees. Community Edition
licensees are not entitled to use the built-in Federation Capabilities,
which might not be (technically) available with future Community Edition
updates and/or versions.
PART E: PRODUCT SPECIFIC TERMS for Event Server
(WEPv201310)
E1 - Usage of BPMS
Licensees of webMethods products who have not explicitly licensed Event Server
(WEP)
may use Event Server only for the Milestone Feature and Process Monitoring
along
with the Process Event Tracker. Other uses of Event Server require a full
license
for Event Server (WEP).
END OF LEGAL NOTICESPART D: PRODUCT SPECIFIC TERMS
- none -
END OF LEGAL NOTICES
