Rational
ClearCase SCM Adapter Product License Agreement
(Rev. 04 Mar 2003)
IMPORTANT! READ THIS
LICENSE AGREEMENT (HEREAFTER “AGREEMENT”) BEFORE BREAKING THE SEAL ON THE
PROGRAM MEDIA PACKAGE, CLICKING ON THE “ACCEPT” BUTTON, ENTERING “YES” IN
RESPONSE TO THE ELECTRONIC LICENSE ACCEPTANCE INQUIRY, INSTALLING, OR
ELECTRONICALLY DOWNLOADING. ANY OF THE
ABOVE ACTIONS INDICATE ACCEPTANCE OF, AND LEGALLY BINDS YOU, YOUR COMPANY, AND
ITS EMPLOYEES (“LICENSEE”), AND RATIONAL SOFTWARE CORPORATION, INCLUDING ITS
SUBSIDIARIES (“RATIONAL”), TO THE TERMS AND CONDITIONS SET FORTH BELOW. IF LICENSEE DESIRES TO NEGOTIATE NEW OR
DIFFERENT TERMS, CONTACT RATIONAL'S CONTRACTS DEPARTMENT AT+1-408-863-9900
BEFORE TAKING ANY OF THE ABOVE ACTIONS.
1.0
GENERAL GRANT OF LICENSE. Subject to the terms and conditions of this
Agreement, Rational hereby grants to Licensee a nonexclusive license to use,
solely for Licensee’s internal business purposes, the enclosed software
program(s) (including any link-time and run-time modules), any hardware key
that may be furnished, user documentation, and/or development process
documentation (including, but not limited to documentation on computer readable
media), except to the extent excluded from this grant by Section 11 (“Excluded
Code”) of this Agreement, or separately
licensed to Licensee by Rational or a third party (collectively
"Product") within the Site (defined below). Licensee may also use any enclosed documentation solely to
support such use of the Product. A Site
(“Site”) shall be defined as one of the following regions, or other mutually
negotiated geographic designation and shall be subject to Export Control
restrictions as defined in Section 8 of this Agreement.
1.1
REGIONS.
Region 1: North and
South America.
Region 2: Europe,
Middle East and Africa.
(Includes
the 15 countries of the European Community, Switzerland, Norway, Jersey,
Guernsey, Isle of Man, Iceland, Monaco, Andorra, Liechtenstein, San Marino,
Malta, Cyprus, Albania, all the countries of the former Yugoslavia, Israel,
Turkey, all the countries of the Arab Middle East, Iran, the 6 countries of the
former Eastern Europe region (Bulgaria, Romania, Poland, Czech Republic,
Slovakia, Hungary), all the countries of the former Soviet Union, all the
countries of Africa, Madagascar, and the Islands of the South Indian Ocean.)
Region 3: North East
Asia.
(Includes
South Korea, Japan, China, Taiwan, Hong Kong, and Macau.)
Region 4: South and
South East Asia and Australia/Pacific.
(Includes
India, Maldives, Pakistan, Myanmar, Nepal, Bhutan, Bangladesh, Thailand, Laos,
Cambodia, Vietnam, Singapore, Malaysia, Indonesia, East Timor, the Philippines,
Brunei, Papua New Guinea, the Pacific Ocean Islands, Australia, and New
Zealand.)
1.2
ACCESS AND USE. Only Licensee may access or use the
Product. Product may only be accessed
and used on Licensee’s equipment at Licensee’s facilities within the Site. Licensee may not rent, lease or use the
Product in a service bureau or application service provider capacity, unless
Licensee has paid appropriate fees to Rational.
Notwithstanding
any contrary terms of this Agreement, Licensee’s third-party contractors or
consultants (“Contractor”) shall be permitted to use the Product: (a) solely
for the benefit of Licensee; (b) only according to the terms of this Agreement
(including the requirement that Product remains installed only on Licensee’s
equipment at Licensee’s facility); and (c) with technical support to Contractor
to be coordinated through Licensee.
Licensee shall at all times be responsible for Contractor’s compliance
with the terms of this Agreement.
To the
extent that third party software programs are bundled with Product, they may
not be unbundled from, or used independently of, the Product. Some Products may contain third party
software for which Rational may be required to publish specific copyright
notices, trademarks/tradename notices, legends information, or other licensing
requirements. Licensee should refer to
Product release notes and/or other Product documentation for such notices or
information, which are incorporated by reference herein.
Licensee
shall inform all users of the Product of the terms and conditions of this
Agreement. Title to and full ownership
of all copies of the Product remain with Rational and/or Rational's licensors
and are protected by United States copyright laws, patent laws, international
treaties, and all other applicable laws.
All rights not explicitly granted to Licensee herein are reserved to
Rational.
2.0 COPIES. The Product (or any derivative work, if applicable) may be copied
only as reasonably required for back-up or archival purposes. Licensee may copy Product documentation as
reasonably required to support internal use of the Product. In all instances of authorized copying,
Licensee shall reproduce in each copy all copyright, patent, proprietary rights
and confidentiality notices and restricted rights legends.
3.0 TERM AND TERMINATION OF PRODUCT LICENSE. The Product license shall be valid from the
date the Product is installed by Licensee and is perpetual unless terminated
by: (a) mutual consent; (b) Licensee’s election; or (c) Rational
upon Licensee's failure to cure a material breach of this Agreement within
thirty (30) days of receipt of written notice of breach, or immediately upon
written notice if the breach by its nature is incurable. In the event of any termination of this
Agreement, Licensee shall immediately return to Rational all copies of the
Product and other Rational provided materials and certify to Rational that any
and all copies of the Product have been destroyed.
4.0 UPDATES. This Agreement does not grant Licensee rights to any
improvements, modifications, enhancements, updates to the Product, or other
support services. Use of improvements,
modifications, enhancements or updates to the Product shall be governed by the
terms and conditions of this Agreement.
5.0 DISCLAIMER OF WARRANTIES.
THE PRODUCT IS PROVIDED ‘AS IS’. RATIONAL AND ITS THIRD PARTY LICENSORS
DISCLAIM ALL WARRANTIES EXPRESS OR IMPLIED INCLUDING, WITHOUT LIMITATION, THE
WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT, TITLE OR FITNESS FOR A
PARTICULAR PURPOSE OR ARISING OUT OF THE COURSE OF DEALING, USAGE OR TRADE
PRACTICE, CONTENT OF THE PRODUCT AND ANY WARRANTY AGAINST INTERFERENCE WITH
LICENSEE’S QUIET ENJOYMENT OF THE PRODUCT. RATIONAL MAKES NO WARRANTIES OR
REPRESENTATIONS REGARDING THE ACCURACY OR COMPLETENESS OF THE INFORMATION
PROVIDED BY THE PRODUCT OR THAT THE PRODUCT WILL MEET LICENSEE’S REQUIREMENTS
OR THAT THE PRODUCT WILL BE ERROR FREE.
Rational does not warrant that
the functions contained in the Product will meet LICENSEE’S requirements or
that the Product will be error-free.
EXCEPT TO THE EXTENT PROHIBITED or limited by law from jurisdiction to
jurisdiction, RATIONAL EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR
IMPLIED, WITH RESPECT TO THE MEDIA AND PRODUCT, INCLUDING, WITHOUT LIMITATION,
THE WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, TITLE OR FITNESS FOR A
PARTICULAR PURPOSE OR ARISING FROM A COURSE OF DEALING, USAGE OR TRADE
PRACTICE, AND ANY WARRANTY AGAINST INTERFERENCE WITH LICENSEE'S QUIET ENJOYMENT
OF THE PRODUCT. TO THE EXTENT NOT
PROHIBITED BY LAW, IN NO EVENT SHALL RATIONAL OR ITS LICENSORS BE LIABLE TO LICENSEE
OR A THIRD PARTY FOR ANY INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES INCLUDING
LOST PROFITS, LOST DATA AND THE LIKE ARISING OUT OF OR IN CONNECTION WITH THIS
AGREEMENT EVEN IF RATIONAL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES. EXCEPT FOR THE INDEMNIFICATION
OBLIGATIONS OF PARAGRAPH 8.0, IN NO EVENT SHALL THE CUMULATIVE LIABILITY OF RATIONAL OR ITS LICENSORS TO LICENSEE OR ANY
OTHER PARTY FOR ANY LOSS OR DAMAGES RESULTING FROM ANY CLAIMS, DEMANDS, OR
ACTIONS RELATED TO, ARISING FROM, OR BASED UPON this AGREEMENT EXCEED THE LICENSE
FEE PAID BY LICENSEE FOR USE OF THE PRODUCT.
RATIONAL DOES NOT MAKE ANY REPRESENTATION OR WARRANTY, EXPRESS OR
IMPLIED, RELATED TO ANY SOFTWARE PROGrAMS WHICH ARE SHIPPED WITH THE PRODUCT,
BUT ARE EXCLUDED FROM THE GRANT OF LICENSE per the terms of SECTION 1.0 OF THIS
AGREEMENT.
6.0 INDEMNIFICATION. Licensee agrees to indemnify and hold
harmless Rational and its suppliers for (1) any inaccuracy, error, or omission
of (a) the Product, or (b) the transmission or delivery of information by the
Product; (2) any loss or damage arising from or occasioned by (a) any such
inaccuracy, error, or omission, or (b) non-performance. THIS SECTION 6.0 STATES
RATIONAL'S AND ITS LICENSORS’ ENTIRE LIABILITY FOR COPYRIGHT, TRADE SECRET,
PATENT OR OTHER INTELLECTUAL PROPERTY RIGHT INFRINGEMENT BY THE PRODUCT
FURNISHED HEREUNDER.
7.0 LICENSEE RESPONSIBILITIES. Licensee agrees not to reproduce, deactivate
or bypass the security devices, including any hardware key, supplied with the
Product. Licensee agrees to comply with
all Rational standard Product licensing procedures, and not to utilize
programs, scripts or any other automatic devices to access or use the Product
in a manner inconsistent with the terms of this Agreement. Licensee agrees to preserve and respect all
copyright, patent, proprietary rights and confidentiality notices and
restricted rights legends included in the Product. Licensee agrees not to
disassemble or reverse-compile the Product or any portion thereof and to not
permit others to do so, except as permitted by applicable law, but then only to
the extent that: (a) Rational is not legally entitled to exclude or limit such
rights by contract and; (b) Licensee notifies Rational of Licensee's
requirements with respect to interoperability or functional compatibility
before engaging in reverse engineering and give Rational the opportunity to
provide to Licensee the information necessary to achieve such interoperability
or compatibility without reverse engineering.
Licensee hereby acknowledges that Licensee is aware of the fact that the
Product contains professional and confidential know-how and, therefore, agrees
not to disclose, transfer, or otherwise provide to any third party any portion
of the Product except as provided in this Agreement or with the express written
permission of Rational. Licensee shall
be responsible for all taxes including, but not limited to, sales, use,
withholding, value-added, goods and services and excise taxes assessed or
levied by any jurisdiction arising out of the performance of this Agreement,
except for taxes based on the net income of Rational.
8.0 EXPORT CONTROLS. The Product is subject to all applicable
export laws in accordance with the U.S. Export Administration Regulations and
Licensee hereby agrees that neither the technical data nor the direct product
thereof is intended to be shipped, either directly or indirectly to any
embargoed countries nor used for or in support of any prohibited activities.
9.0 GENERAL. This Agreement represents the complete and exclusive statement of
the agreements concerning the license between the parties, supersedes all prior
agreements and understandings and may be modified only in writing signed by
Licensee and Rational. Installing the
Product is expressly made conditional on Licensee’s assent to fully comply with
all applicable laws and regulations, the terms and conditions set forth herein,
and any additional or inconsistent terms or conditions contained in writing
pertaining to this license are hereby rejected. In the event of an irreparable or incurable breach of this
Agreement including, but not limited to, unauthorized access to or use of the
Product, Licensee agrees that Rational shall be entitled to seek injunctive
relief, without posting a bond or proving damages. If any provision of this Agreement is held to be unenforceable or
illegal under certain circumstances for any reason, such decision shall not
affect the validity or enforceability of such provisions under other
circumstances or the remaining provisions hereof and such provisions shall be
reformed only to the extent necessary to make them enforceable under such
circumstances. This Agreement shall be
governed by California law, in any appropriate jurisdiction.
10.0 U.S. GOVERNMENT RIGHTS. All Product provided to the U.S. Government
pursuant to this Agreement is provided and licensed as commercial software,
subject to the terms herein. All
Product provided to the U.S. Government pursuant to solicitations issued prior
to December 1, 1995 is provided with "Restricted Rights" as provided
for in FAR, 48 CFR 52.227-14 (JUNE 1987) or DFARS, 48 CFR 252.227-7013 (OCT
1988), as applicable.
11.0
EXCLUDED CODE.
11.1
Notwithstanding the terms and conditions of any other
agreement Licensee may have with Rational or any of its related or affiliated
companies (collectively "Rational”), the following terms and conditions
apply to all "Excluded Code" identified in this License Information
document: (a) all Excluded Code are provided on an "AS IS" basis; (b)
RATIONAL DISCLAIMS ANY AND ALL EXPRESS AND IMPLIED WARRANTIES AND CONDITIONS
INCLUDING, BUT NOT LIMITED TO, THE WARRANTY OF NON-INFRINGEMENT OR INTERFERENCE
AND THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE; (c) Rational will not be liable to Licensee or indemnify
Licensee for any claims related to the Excluded Code; and (d) Rational will not
be liable for any direct, indirect, incidental, special exemplary, punitive or
consequential damages with respect to the Excluded Components.
11.2 The
Product is provided with software applications and portions of applications,
including, without limitation, interfaces, functions, and class definitions,
which are Excluded Code.
11.3 The Product and future updates to the Product
may contain, certain software applications and portions of applications which
are provided to Licensee under terms and conditions which are different from
this Agreement, or which require Rational to provide Licensee with certain
notices and/or information. For such Excluded Code, either Rational will
identify such Excluded Code in a "README" file (or in an updated
"README" file accompanying the update), or in a file or files
referenced in such "README" files (and shall include any associated
license agreement, notices and other related information
therein), or the Excluded Code will contain or be accompanied by its own
license agreement (for example, provided when installing or starting such
component, or accompanying such component in a file entitled
"README",
"COPYING", "LICENSE" or a substantially similar
title, or included among the Program's paper documentation, if any). Licensee
use of the Excluded Code, which contains or is accompanied by its own license
agreement, or for which Rational has identified a license agreement in one of the
above "README" files (or in a file or files referenced therein), will
be subject to the terms and conditions of such other license agreement, and not this
Agreement. By using or not uninstalling
such Excluded Code after the initial installation of the Excluded Code (thereby
giving Licensee access to the applicable license agreements, notices and
information), Licensee acknowledges and agrees to all such license agreements,
notices and information, including those provided only in the English language.
Licensee agrees to review any updated "README" files, which accompany
updates to the Product.