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License Agreement
READ THIS NOTICE CAREFULLY, THE SOFTWARE IS THE PROPRIETARY
INTELLECTUAL PROPERTY OF FILENET CORPORATION AND IS SUBJECT TO THE MINIMUM
TERMS AND CONDITIONS SET FORTH BELOW. THESE TERMS AND CONDITIONS MAY BE
SUPERCEDED BY THE TERMS AND CONDITIONS OF THE SOFTWARE LICENSE ENTERED
INTO BY YOUR EMPLOYER FOR THE USE OF FILENET SOFTWARE. BY USING THE SOFTWARE,
YOU ACKNOWLEDGE IT IS FILENET PROPRIETARY INTELLECTUAL PROPERTY AND THAT
A VALID SOFTWARE LICENSE WITH FILENET CORPORATION IS APPLICABLE. THEREFORE
AT A MINIMUM, YOU AGREE TO BE BOUND BY THE FOLLOWING FILENET END USER
SOFTWARE LICENSE TERMS AND CONDITIONS (HEREINAFTER "Agreement"):
- Definition of Software
The software consists of software owned by FileNet, as well as software
owned by certain third party providers ("Third Party Providers").
Each software product includes any documentation relating to or describing
such software, such as, logic manuals, flow charts, reference materials,
and improvements or updates provided by FileNet (software and documentation
collectively called "Software").
- Grant of License
- Each Software product, including any documentation relating to
or describing such Software, such as, but not limited to, manuals,
flow charts and improvements or updates provided by FileNet (collectively
"Software"), is furnished to End User under a personal,
non-exclusive, nontransferable license solely for End User's own
internal use on End User's servers and client devices ("System")
in compliance with this license and all applicable laws and regulations.
End User agrees that this license does not permit End User to: (1)
use the Software for a service bureau application or (2) rent, lease,
or sublicense the Software; (3) modify or remove any proprietary
notices; or (4) transfer the Software without prior written consent
from FileNet. The Software is licensed to the End User, not sold.
- The Software may only be copied, in whole or in part (with the
proper inclusion of FileNet's copyright notice and any other proprietary
notice and/or trademarks on such Software), as may be necessary
and incidental for archival purposes or to replace a worn or defective
copy.
- Title to and ownership of the Software and any portions (or any
modifications, translations, or derivatives thereof, even if unauthorized)
and all applicable rights in patents, copyrights and trade secrets
in the Software shall remain exclusively with FileNet and its licensors,
if any. Software provided hereunder is valuable, proprietary, and
unique, and End User agrees to be bound by and observe the proprietary
nature thereof as provided herein. End User agrees to take diligent
action to fulfill its obligations hereunder by instruction or agreement
with its employees or agents (whose confidentiality obligations
shall survive termination of employment or agency) who are permitted
access to the Software. Access shall only be given on a need-to-know
basis. Except as set forth in this Agreement or as may be permitted
in writing by FileNet, End User shall not use, provide or otherwise
make available the Software or any part or copies thereof to any
third party. End User shall not reverse engineer, decompile or disassemble
the Software or any portion thereof, nor otherwise attempt to create
or derive the source code. End User acknowledges that unauthorized
reproduction, use, or disclosure of the Software or any part thereof
may cause irreparable injury to FileNet and/or its licensors, who
may therefore be entitled to injunctive relief to enforce these
license restrictions, in addition to any other remedies available
at law, in equity, or under this Agreement. Further, the trademarks
are owned by the respective trademark holder.
- FileNet agrees that End User's affiliates (business entities
of which End User owns or controls more than fifty {50%} percent
of the voting rights or the controlling body of the business entity)
may use the Software; provided that prior to any affiliate's use
of the Software: (i) End User accepts responsibility for the acts
or omissions of such affiliates as if they were End User's acts
or omissions; (ii) End User shall indemnify FileNet against losses
or damages suffered by FileNet arising from breach of this Agreement
by any such affiliate; and (iii) such use shall not constitute an
unauthorized exportation of the Software or documentation under
U.S. Government laws and regulations.
- Termination. FileNet shall have the right to terminate End
User's license if End User fails to pay any and all required license
fees or otherwise fails to comply with these license terms and conditions.
Upon expiration of the license term or upon notice of such termination,
End User shall immediately return or destroy the Software and all portions
and copies thereof as directed by FileNet and, if requested by FileNet,
shall certify in writing as to the destruction or return of the same.
All confidentiality and non-disclosure obligations herein shall survive
termination.
- Limited Warranty
- FileNet warrants that it has good and clear title to or has the
right to sublicense the Software being licensed hereunder, free
and clear of all liens and encumbrances.
- FileNet warrants for a period of one year from the Shipment Date,
Software used in a manner for which it was designed will perform
the functions described in the applicable FileNet documentation
supplied at the time of delivery provided that, (i) Software is
continuously subject to a FileNet Software Support contract, (ii)
any substantial nonconformance is reproducible, and (iii) the substantial
nonconformance is not caused by third party software or hardware
not specified in FileNet's documentation or not expressly authorized
in advance by FileNet. FileNet's sole obligation and liability hereunder
shall be to use reasonable efforts to remedy any material non-conformance
which is reported to FileNet in writing within the warranty period.
- End User accepts sole responsibility for, system configuration,
design and requirements, selection of the software for the intended
results, modifications, changes or alterations.
- THERE ARE NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING,
BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS
FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT WITH RESPECT TO THIS
AGREEMENT, THE AGREEMENT, OR THE SOFTWARE LICENSED HEREUNDER. FILENET
DOES NOT WARRANT THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPPTED,
THAT THE SOFTWARE IS ERROR-FREE, OR THAT ALL ERRORS CAN BE CORRECTED.
- Export. End User agrees that the Products purchased hereunder
will not be exported directly or indirectly, separately or as part of
any system, without first obtaining a license from the U.S. Department
of Commerce or any other appropriate agency of the U.S. Government,
as required.
- Restrictions on Use. End User acknowledges that one of FileNet's
Third Party Providers provides application integration software as part
of the Software (the "Integration Software"). End User agrees
to use the Software solely as follows: (i) FileNet's workflow or content
management software will be the triggering source and/or the destination
of the transaction managed by the Integration Software; (ii) FileNet's
workflow or content management functionality must be a necessary part
of the transaction managed by the Integration Software such that without
such FileNet functionality, the transaction managed by the Integration
Software could not process; (iii) the Software will not be used or configured
in such a way as to only provide the functionality that the Integration
Software provides; and (iv) all derivative works of the Software made
by or for End User are subject to the foregoing restrictions.
- Choice of Law. The laws of the State of California will govern
the construction and operation of this Agreement without regard to the
conflict of laws provisions thereof.
- U.S. Government Restricted Rights. The Software is Commercial
Software and the Software and Documentation are provided with Restricted
Rights. Use, duplication or disclosure by the Government is subject
to restrictions as set forth in paragraph (c) (1) (ii) of the Rights
in Technical Data and Computer Software Clause at DFARS 252.227-7013
or subparagraphs (c) (1) and (2) of the Commercial Computer Software-Restricted
Rights at 48 CFR 52.227-19, as applicable. Contractor/manufacturer is
FileNet Corporation, 3565 Harbor Blvd., Costa Mesa, California 92626.
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