Like our entire business model, our goal is to conduct business in a simple, straightforward way. Toward that end, we want an uncomplicated agreement that's fair to both parties and can be accepted without risk during a click-thru. The idea being that this approach eliminates the costs and delays of multiple lawyers redlining and jockeying for advantage. Simple and fair, like installing Acrobat Reader or iTunes; one click and done.
We wanted to write our agreement in regular English but our lawyers made us write in legal English, so we wrote this summary to make it even easier to understand what's in there. If you still need your lawyer to read it that's up to you, but if you make edits and redlines we'll have to bill you for our legal expenses.
Summary of the Aras Innovator® Agreement*
If you use our software you agree to the following terms and conditions. If you don't agree to these terms, please don't use our software. These terms cover all end-users, partners and developers.
Our agreement has 4 sections:
- Your rights (or lack thereof) if you download and use our software without paying (open user).
- Your rights and obligations as a Subscriber if you elect to purchase a subscription.
- The terms of our consulting engagements if you elect to purchase consulting from us.
- General legal terms, non-disclosures, confidentiality, and other stuff the lawyers make us say.
1. About Your Open User License
- You're allowed to install our software on any server you own or lease, and any of your employees, customers and your suppliers' employees can log on. However, you can't create a PLM Cloud hosting environment and sell access to it unless you are an Aras OEM partner. If you want to OEM our stuff, give us a call.
- You can make copies of our software for back up and disaster recovery purposes.
- You can copy our documentation and distribute it to your users.
Your Rights to our IP
- You can't sell or license our software, solutions or documentation to anyone else unless you want to get into an OEM agreement with us - if so, call us and let's talk.
Your Warranty & Our Liability
- All software is distributed "as-is" with no warranties. If you are a Subscriber, we'll diligently work to fix any problems you find. Unfortunately, if you're not a Subscriber we can't guarantee that our software will work for the purpose you intend.
- If for any a reason a court should find that we violated someone else's rights in creating our software, your license to use our software will likely be terminated. Sorry.
Service Packs and Bug Alerts
- Every once in a while our software will send us information about your operating environment and the language packs you've installed. We collect this info so we can efficiently support our users around the world. But don't worry; we won't make any updates without your permission. And we won't download any information from your database or your vault – by the way, all of that is covered by privacy laws and / or the non-disclosure agreement between us.
Other People's Software
- This agreement only covers our core software that you're about to download. It doesn't cover third-party software or add-ons developed by our partners or other community members.
2. About Your Subscription
If you become a Subscriber, for as long as your subscription is active, we will:
- Give you the latest versions, upgrades and updates of the software you subscribe to.
- Fix any errors we can verify and replicate.
- Track the issues you report and report back on them.
- Provide phone and online support.
- Give you access to our training materials.
- Allow you to attend any regularly scheduled training class free of charge (that's just for the course; doesn't include travel and stuff) as long as there are seats available.
- Give you a license key that unlocks all the Subscriber-only modules, features and functions.
- Upgrade you to the latest versions of the software you subscribe to, provided you ask us to do it. Upgrades are done remotely and we will upgrade all the customizations you've done to our software. We can't however upgrade any 3rd party software you are using with Aras Innovator®.
- If you want us to do the upgrade at your place, you'll have to pay for our time and expenses.
- If you need something special call us and we'll give you a quote.
Your Warranty & Our Liability if You're a Subscriber
- All software is distributed "as-is" with no warranties. If you are a Subscriber we'll diligently work to fix any problems you find and we guarantee that our software will be error-free for the first 90 days of your subscription.
- If something should go wrong in the first 90 days we'll either fix it or replace the software, and if we can't do that we'll give you your money back.
- As long as you use our software the way we've agreed to we'll take responsibility for any 3rd party claims of IP infringement. However, if you modify our software in an unauthorized way or use it outside the terms of this agreement, you are on your own.
- If we don't keep up our end of the agreement and you decide to seek damages from us for it, our liability is limited to the cost of your subscription for the previous 12 months.
The Pricing & Terms of Your Subscription
- Your subscription begins on the date you include on your purchase order. The initial term is usually 2 years.
- After the initial subscription term your subscription will renew annually and automatically at our current list price unless you give us 90 days written notice that you don't want to renew.
- The renewal price is based on current list prices and your planned number of users for the renewal period.
- We're happy to let you lock in pricing for longer terms if you want to renew for more than 1 year at a time.
- If either of us believes the other has violated the terms of this agreement we have to let the other know in writing. If after 30 days of written notification the problem is still unresolved, the agreement can be cancelled. If it's our fault, we'll give you a pro-rated refund for your subscription.
- If you decide not to renew your subscription you can still use our software, however you won't keep getting the benefits of a subscription and your access to Subscriber-only features, functions and solutions will be shut off.
3. About Our Consulting Services
- The terms for all of our consulting services are covered by this agreement. We write a separate Statement of Work (SOW) for each engagement and this will have the details of the spec, schedule, pricing, deliverables and other special terms, such as the ownership of IP.
- If you hire us for consulting work, you agree to provide all the things we need to do the work, such as access to your facility if we're coming on site, access to your data, access to required 3rd party applications, etc.
- If the project gets delayed by you, we may have to make changes in the overall schedule and milestones.
Terms of Consulting Services
- If you don't pay for our consulting services as due in our agreement, we will provide you with written notice and if you still haven't paid us 5 days later, we will stop doing the work for you and expect immediate payment of all outstanding fees.
- If either of us believes the other has violated the terms of the agreement we have to let the other know in writing. If after 30 days of written notification the problem is still unresolved, the agreement can be cancelled.
IP - Who Owns What
- Aras retains the rights to all changes and customizations we make to our software during the consulting engagement and we give you a royalty-free, perpetual license to those changes and customizations. Unless you say otherwise in the SOW any customizing we do on your behalf may be contributed to the Community and re-used by other community members. We'll happily respect your preferences; just let us know if the work is proprietary before we get started.
Your Warranty and Our Liability of Consulting Services
- We will ensure that the consulting work we do meets the specs defined in the SOW.
- We provide a 60 review period following delivery of the work. If any part of the work fails to meet the spec, we will fix or replace it provided you tell us about the problem in writing during the review period.
- If you modify our work without our approval we are no longer responsible for that work.
- Other than that, there are no guarantees.
Infringement of 3rd Party IP
- During the term of the agreement if a court should find that we violated someone else's rights in producing the work, we will either secure the rights for you to use the work legally, re-do the portion of the work that is affected, or change it out for something else.
4. General Terms & Conditions
- If you're not a Subscriber, we're not responsible for your losses or unrealized gains as a result of using our software. If you are a Subscriber, we're only responsible in certain situations (see above) and even then the most you can get from us is $5.00 or the amount you've paid in subscription fees.
- If either of us goes bankrupt we can cancel the agreement. Notification must be in writing and must follow the general guidelines for notifying creditors.
- Unless specifically permitted by law, you can't reverse engineer, decompile or disassemble our software.
- Should you fail to meet the terms of this agreement and we cancel, you must destroy all copies of any Subscriber-only software and its components.
- If you sue us over any patents or rights to our software your license will be terminated.
- We agree to maintain confidentiality of any of your non-public technical and business information for 2 years after this agreement ends.
- We both agree to use all confidential information only for the purpose for which it was intended under this agreement and we both agree to take reasonable care to protect each other's confidential information.
- When this agreement ends we will each return any confidential information received during the agreement.
- We each have the right to publicly disclose the existence of this agreement and to issue mutually agreed upon press releases and to use each other's name and logo for business purposes.
- [Indulge us as we digress and talk about why this is so important... Aras is community-driven. We are able to keep subscription costs low and not charge for PLM software licenses because the activity and support of the Aras Community helps minimize our sales and marketing costs. Everyone who enjoys the benefits of Aras has an obligation to help promote the Community. If you want to operate under the radar, give us a call and we'll discuss other ways you can financially support community growth, otherwise we expect your participation in and support of the Community.]
- Even if this agreement is terminated, all the parts about ownership of IP, warranty and liability, as well as these general T&Cs, remain in effect.
- You agree not to transport or transfer our software to any country that would result in a violation of U.S. export law. If you are not sure what that means, contact us before sending a copy of our software to your friends.
- Our software and documentation are defined as "commercial computer software" and "commercial computer software documentation". This agreement applies to the U.S. Government as well as non-government users.
- This agreement is made in the Commonwealth of Massachusetts and any legal issues pertaining to it will be handled in Massachusetts courts. Your lawyer will want to change the venue to the state in which he is licensed to practice but this increases Aras's costs, ultimately causing us to increase subscription and consulting rates for you and everyone else. That would be a bummer.
- If one portion of this agreement is found to be invalid or must be changed, the remainder of the agreement remains intact and in effect.
- If circumstances beyond control, such as war, earthquakes, labor strikes, etc., make it reasonably impossible for either of us to meet the terms of this agreement, we will both be released from the agreement without liability.
- No changes to this agreement are binding unless they are submitted in writing and signed by both of us.
- All fees are exclusive of applicable taxes and fees required by law. You agree to pay all required taxes and fees related to sales or VAT. If you are tax exempt, let us know.
*This summary of the Aras Innovator Agreement is for informational purposes only and does not serve as a substitute for the Aras Click-Thru Agreement.