ARAS INNOVATOR® LICENSE AGREEMENT 1.1
Last
Updated December 1st 2006
IMPORTANT - READ CAREFULLY.
This License Agreement (Agreement) is a legal agreement
between you (either an individual or a single entity, collectively “You” or
“Licensee”) and Aras Corporation for the Aras Innovator® software
product and all certified software applications (the “Solutions”) provided by
Aras Corporation that run on the Aras Innovator® application
framework, (collectively “Licensed Software”) as well as the documentation (the
“Documentation”). By installing,
copying, or otherwise using the Licensed Software, you agree to be bound by the
terms of this Agreement. If you do not agree to the terms of this Agreement, do
not install or use the Licensed Software.
1. GRANT OF LICENSE.
Licensee is hereby granted the following non-exclusive,
non-transferable, and non-sublicensable rights with respect to Licensed
Software and Documentation:
(a) to install the Licensed Software on computer servers owned or leased
by Licensee for use solely by Licensee’s employees and the employees of
Licensee’s suppliers and customers (“Authorized Users”);
(b) to make an unlimited number of copies of the Licensed Software for
backup and disaster recovery purposes, provided Licensee shall reproduce all
confidentiality and proprietary rights notices on all copies of the Licensed
Software; and
(c) to make an unlimited number of copies of the Documentation and
distribute those copies to Authorized Users, provided Licensee shall reproduce all
confidentiality and proprietary rights notices on all copies of the
Documentation.
2. COPYRIGHT.
Except
for the rights expressly granted above, all right, title and interest to the
Licensed Software and the Documentation and copies thereof remains exclusively
with Aras Corporation. Licensee may not
sell, lease or sublicense any of the Licensed Software, Solutions or
Documentation, or any derivative thereof to any third party, without executing
an OEM commercial license agreement with Aras Corporation. Licensee agrees not to dispute any of Aras
Corporation’s ownership rights in the Licensed Software or the Documentation.
4. EXPORT RESTRICTIONS.
Licensee represents and warrants that Licensee shall not,
directly or indirectly, export, re-export or transship products, technology or
software in violation of any applicable U.S. export control laws and
regulations or any other applicable export control laws of any country having
jurisdiction over the parties or the transaction contemplated by this Agreement.
5. U.S. GOVERNMENT RESTRICTED
RIGHTS.
The Licensed Software is unpublished “restricted computer
software” as such term is defined in FAR 52.227-19. With respect to the use of the Licensed
Software by agencies of the United States government, Aras reserves rights to
the Licensed Software under the Copyright Laws of the United States. Use, duplication and disclosure by DOD
agencies is subject solely to the terms of this Agreement as specified in DFARS
227.7202.
6. Warrantee
(a) To the maximum extent permitted by applicable law, except as stated
in this Agreement, the Licensed Software as provided by Aras Corporation is
provided and LICENSED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER
EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTY OF
MERCHANTABILITY, TITLE, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE.
(b) During the term of this Agreement, if any portion of the Licensed
Software is held by a court of competent jurisdiction to infringe any third
party intellectual property rights, then Aras will, at its expense and option:
(i) obtain the right for Licensee to continue to use the Licensed Software
consistent with this Agreement; (ii) modify the Licensed Software so that it is
non-infringing; or (iii) replace the infringing component with a non-infringing
component.
7. Limitation of Liability.
IN NO EVENT SHALL ARAS CORPORATION BE LIABLE FOR ANY LOST OR ANTICIPATED
PROFITS, OR ANY INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL, RELIANCE OR
CONSEQUENTIAL DAMAGES, REGARDLESS OF WHETHER IT WAS ADVISED OF THE POSSIBILITY
OF SUCH DAMAGES. Aras Corporation entire liability and your exclusive remedy under
this Agreement shall not exceed five dollars (US $5.00).
8. Miscellaneous
(a) This Agreement is governed by the laws of the Commonwealth of Massachusetts.
Should you have any questions concerning this Agreement, or if you desire to
contact Aras Corporation for any reason, please access our website at www.aras.com
or contact us at sales@aras.com.
(b) Limitations on Reverse
Engineering, Decompilation, and Disassembly. You may not reverse engineer,
decompile, or disassemble the Licensed Software, except and only to the extent
that such activity is expressly permitted by applicable law notwithstanding
this limitation.
(c) Without prejudice to any other rights, Aras Corporation may
terminate this Agreement if Licensee fails to comply with the terms and
conditions of this Agreement. In such event, Licensee must destroy all copies
of the Licensed Software and all of its component parts.
(d) If you sue anyone over patents that you think may apply to the Licensed
Software (including a cross-claim or counterclaim in a lawsuit), your license
to the Licensed Software ends automatically.