OPSLOGIX B.V. Revision: 1.1 Date: December 2008
LICENSE AGREEMENT BETWEEN OPSLOGIX B.V. AND THE CUSTOMER
1. LICENSE GRANT: OPSLOGIX B.V. (hereinafter "OPSLOGIX") hereby grants you (hereinafter "CUSTOMER") a non-transferable, non-exclusive, non assignable right to use, display, copy, load and run following software and the documentation related thereto (collectively, the "Software") on any compatible computer platform at the CUSTOMER's location only for the internal purposes of the CUSTOMER. If a license was issued to the CUSTOMER for an evaluation period (hereinafter "Evaluation Period"), the Evaluation Period commences on the date of delivery of the Software to CUSTOMER and ends no more than 30 days later at no charges to the CUSTOMER. CUSTOMER EXPRESSLY ACKNOWLEDGES THAT THE SOFTWARE WILL BE RENDERED INOPERATIVE AFTER THIS EVALUATION PERIOD. If a license has been purchased by the CUSTOMER, the foregoing license is restricted to the Microsoft Systems Center Operations Manager 2007 management group.
2. TITLE: CUSTOMER acknowledges that title to the Software, including all intellectual property rights related thereto, is and shall remain the sole and exclusive property of OPSLOGIX and / or its licensors.
3. NO WARRANTY: OPSLOGIX makes no warranty whatsoever with respect to the operation of the Software. The Software is provided to CUSTOMER "as is". All implied and statutory warranties are hereby disclaimed.
4. LIMITATION OF LIABILITY: In no event shall OPSLOGIX neither OPSLOGIX's partners be liable for any consequential, indirect or special damages or lost revenues or profits, including, without limitation, consequential or special damages for work stoppage or loss of work product data caused by the use or inability to use this software, even if OPSLOGIX has been advised of the possibility or such damages or losses. By signing this Agreement, you agree that OPSLOGIX's liability for damages caused by the use or inability to use this software is governed by Dutch Law. In case you suffer any damages for which OPSLOGIX is liable to compensate you or in cases where the jurisdiction of a specific country does not permit limiting liability as far as compensation for damages, the contracting parties have agreed that a conventional fine in the amount of the license fee paid for the software will be assessed by the CUSTOMER. This fine is inclusive of any and all compensation for damages caused. The software is not specifically designed for high-risk applications including situations where the failure of such software would threaten lives or cause extensive material damages. Such applications include operating parts of nuclear power plants, weapon systems, equipment designed for sustaining people's basic bodily functions, etc.
5. CONFIDENTIAL INFORMATION: The Software provided to the CUSTOMER constitutes confidential information and trade secrets of OPSLOGIX and / or its licensors. CUSTOMER shall not disclose the Software to any third party other than employees of CUSTOMER involved with evaluation of the Software and shall use the same degree of care to avoid disclosure as the CUSTOMER employs with respect to its own confidential information. The CUSTOMER shall not reverse engineer, disassemble or decompile the Software. Any OPSLOGIX designations, logos, trade names or trade-marks on the Software shall not be removed or altered.
6. TERMINATION: OPSLOGIX may terminate this Agreement if CUSTOMER is in breach of any of its terms. Upon such termination, CUSTOMER shall comply with the provisions of subparagraph (b) below. If this Agreement has not been terminated by CUSTOMER's breach, the CUSTOMER agrees that by the end of the Evaluation Period it will either: (a) enter into a license agreement with OPSLOGIX for a perpetual, non-exclusive right to use the Software; or (b) remove all copies of the Software from its computer system(s) and either return to OPSLOGIX the Software, including any related documentation in CUSTOMER's possession and the media on which the Software was delivered to CUSTOMER or destroy all copies of the Software if obtained electronically. IF CUSTOMER FAILS TO COMPLY WITH THE TERMS OF THIS PARAGRAPH, OPSLOGIX MAY COMMENCE LEGAL PROCEEDINGS AGAINST CUSTOMER FOR BREACH OF THIS AGREEMENT.
7. RESPONSIBILITY FOR SOFTWARE UPDATES. In order to ensure that the software functions properly, OPSLOGIX publishes updates to this software on its web pages. These updates improve the workings of the software, ensure the software complies with minor Microsoft updates or remove any bugs known to OpsLogix at the time of issuing of the update.
CUSTOMER is entitled to these updates for a period of one year after purchase of the Software. This period can be prolonged for subsequent years by paying an annual maintenance fee of 20% of the original purchase price of the SOFTWARE. The CUSTOMER is responsible for proper configuration of the software updating process to provide for the highest possible level of functional reliability.
8. GOVERNING LAW, ARBITRATION CLAUSE. This Agreement shall be governed by the laws of the Netherlands and any disputes arising from this contract shall be submitted exclusively to the jurisdiction of the competent courts of Amsterdam, The Netherlands.