NetIQ(r) LDAP Proxy 1.6

 

NetIQ End User License Agreement

 

 

PLEASE READ THIS AGREEMENT CAREFULLY.  BY INSTALLING, DOWNLOADING

OR OTHERWISE USING THE SOFTWARE, YOU AGREE TO THE TERMS OF THIS

AGREEMENT.  IF YOU DO NOT AGREE WITH THESE TERMS, YOU ARE NOT

PERMITTED TO DOWNLOAD, INSTALL OR USE THE SOFTWARE AND YOU SHOULD

NOTIFY THE PARTY FROM WHICH YOU PURCHASED THE SOFTWARE TO OBTAIN A

REFUND.  THE SOFTWARE MAY NOT BE SOLD, TRANSFERRED, OR FURTHER

DISTRIBUTED EXCEPT AS AUTHORIZED BY LICENSOR.

 

 

This End User License Agreement ("Agreement") is a legal agreement

between You (an entity or a person) and NetIQ Corporation

("Licensor").  The software product identified in the title of this

Agreement for which You have acquired licenses, any media and

accompanying documentation (collectively the "Software") is

protected by the copyright laws and treaties of the United States

("U.S.") and other countries and is subject to the terms of this

Agreement.  If the laws of Your country of origin require contracts

to be in the local language to be enforceable, such local language

version may be obtained from Licensor upon written request and shall

be deemed to govern Your purchase of licenses to the Software.  Any

update, mobile application, module or adapter or support release to

the Software that You may download or receive that is not

accompanied by a license agreement is Software and governed by this

Agreement.  If the Software is an update or support release, then

You must have validly licensed the version and quantity of the

Software being updated or supported in order to install or use the

update or support release.

 

 

LICENSED USE

 

 

Commercial Software.

 

 

"Instance" means the initial copy of the Software necessary for

execution of the Software and each additional copy (or partial copy)

of the Software stored or loaded in memory or virtual memory.

 

 

You must acquire an instance license for each Instance of the

Software. Best deployment practices recommend purchase of a minimum

of 2 Instances for any deployment of NetIQ LDAP Proxy.

 

 

Evaluation Software.  If the Software is an evaluation version or is

provided to You for evaluation purposes in non-production use, then,

unless otherwise approved in writing by an authorized representative

of Licensor, Your license to use the Software is limited solely for

internal evaluation purposes in non-production use and in accordance

with the terms of the evaluation offering under which You received

the Software, and expires 90 days from installation (or such other

period as may be indicated within the Software).  Upon expiration of

the evaluation period, You must discontinue use of the Software,

return to an original state any actions performed by the Software,

and delete the Software entirely from Your system and You may not

download the Software again unless approved in writing by an

authorized representative of Licensor.  The Software may contain an

automatic disabling mechanism that prevents its use after a certain

period of time. 

 

 

RESTRICTIONS

 

 

License Restrictions.  Licensor reserves all rights not expressly

granted to You.  The Software is licensed for Your internal use

only.  Except as this Agreement expressly allows, You may not (1)

copy (except for back-up purposes), modify, alter, create derivative

works, reverse engineer, decompile, or disassemble the Software

except and only to the extent  expressly permitted by applicable

law; (2) transfer, assign, pledge, rent, timeshare, host or lease

the Software, or sublicense any of Your  license grants or rights

under this Agreement; in whole or in part, without prior written

permission of Licensor; (3) remove any patent, trademark, copyright,

trade secret or other proprietary notices or labels on the Software

or its documentation; or (4) disclose the results of any

performance, functional or other evaluation or benchmarking of the

Software to any third party without the prior written permission of

Licensor. 

 

 

Hosting Restrictions.  In the event that You desire to have a third

party manage, host (either remotely or virtually) or use the

Software on Your behalf, You shall (1) first enter into a valid and

binding agreement with such third party that contains terms and

conditions to protect Licensor's rights in the Software that are no

less prohibitive and/or restrictive than those contained in this

Agreement, including, without limitation, the Verification section

below; (2) prohibit use by such third party except for the sole

benefit of You; and (3) be solely responsible to Licensor for any

and all breaches of the above terms and conditions by such third

party.

 

 

Suite Licenses.  If Your license to use the Software is for a suite

of products, then for each license only one user may use the

products in the suite.  The suite license does not allow use of

individual products in the suite by multiple users if licensed on a

user basis or multiple devices if licensed on a device or server

basis.

 

 

Upgrade Software.  This section applies to You if You have purchased

the Software based upon upgrade pricing or otherwise received an

upgrade or update to the Software.  "Original Product" means the

product from which You are upgrading.  You are authorized to use the

Software only if You are the authorized user of the Original Product

and You may use the Software to replace Your licensed unit count of

the Original Product on a one-for-one basis, not exceeding the

authorized licensed unit count for the Original Software. This

Agreement shall replace and govern any license agreement for the

surviving units of Original Product.  This Agreement is specific to

the Software (by product and version) that it accompanies, and You

may not re-allocate Your Software licensed unit count to another

product or version except under express written permission from

Licensor.

 

 

Maintenance and Support.  Licensor has no obligation to provide

support unless You purchase an offering that expressly includes

support services.  If You make such a purchase and no separate

agreement specifically applies to the support services, then the

terms of this Agreement will govern the provision of such support

services ("Services").  For more information on Licensor's current

support offerings, see https://www.NetIQ.com/support.

 

 

OWNERSHIP

 

 

No title to or ownership of the Software is transferred to You. 

Licensor and/or its third party licensors retain all right, title

and interest in and to all intellectual property rights in the

Software and Services, including any adaptations or copies thereof. 

The Software is not sold to You, You acquire only a conditional

license to use the Software.  Title, ownership rights and

intellectual property rights in and to the content accessed through

the Software are the property of the applicable content owner and

may be protected by applicable copyright or other law.  This

Agreement gives You no rights to such content.

 

 

LIMITED WARRANTY

 

 

For ninety (90) days from Your date of purchase, Licensor warrants

that the Software will substantially conform to its accompanying

documentation.  If You report the nonconformity to Licensor within

ninety (90) days from the date of purchase, Licensor will at its

sole discretion either resolve the nonconformity or refund the

license fees You paid for the Software.  Any unauthorized use or

modification to the Software voids this warranty.  THE FOREGOING

WARRANTY IS YOUR SOLE AND EXCLUSIVE REMEDY AND IS IN LIEU OF ALL

OTHER WARRANTIES, EXPRESS OR IMPLIED.  The foregoing warranty does

not apply to Software provided free of charge.  SUCH SOFTWARE IS

PROVIDED "AS IS" WITHOUT ANY WARRANTIES OF ANY KIND.

 

 

Services.  Licensor warrants that any Services purchased will be

supplied in a professional manner in accordance with generally

accepted industry standards.  This warranty will be effective for

thirty (30) days following delivery of the Services.  Upon any

breach of this warranty, Licensor's only obligation is to either

correct the Services so that they comply with this warranty or at

its option refund the amount You paid to Licensor for the portion of

the Services that fail to comply with this warranty.  You agree to

take appropriate measures to isolate and back up Your systems.

 

 

THE SOFTWARE IS NOT DESIGNED, MANUFACTURED OR INTENDED FOR USE OR

DISTRIBUTION WITH ON-LINE CONTROL EQUIPMENT IN HAZARDOUS

ENVIRONMENTS REQUIRING FAIL-SAFE PERFORMANCE, SUCH AS IN THE

OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION, COMMUNICATION,

OR CONTROL SYSTEMS, DIRECT LIFE SUPPORT MACHINES, WEAPONS SYSTEMS,

OR OTHER USES IN WHICH FAILURE OF THE SOFTWARE COULD LEAD DIRECTLY

TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL

DAMAGE.

 

 

Non-Licensor Products.  The Software may include or be bundled with

hardware or other software programs or services licensed or sold by

an entity other than Licensor.  LICENSOR DOES NOT WARRANT

NON-LICENSOR PRODUCTS OR SERVICES.  ANY SUCH PRODUCTS OR SERVICES

ARE PROVIDED ON AN "AS IS" BASIS.  WARRANTY SERVICE IF ANY FOR

NON-LICENSOR PRODUCTS IS PROVIDED BY THE PRODUCT LICENSOR IN

ACCORDANCE WITH THE APPLICABLE LICENSOR WARRANTY.

 

 

EXCEPT AS OTHERWISE RESTRICTED BY LAW, LICENSOR DISCLAIMS AND

EXCLUDES ANY AND ALL IMPLIED WARRANTIES INCLUDING ANY WARRANTIES OF

MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR

NON-INFRINGEMENT NOR ARE THERE ANY WARRANTIES CREATED BY COURSE OF

DEALING, COURSE OF PERFORMANCE OR TRADE USAGE.  LICENSOR MAKES NO

WARRANTY, REPRESENTATION OR PROMISE NOT EXPRESSLY SET FORTH IN THIS

LIMITED WARRANTY.  LICENSOR DOES NOT WARRANT THAT THE SOFTWARE OR

SERVICES WILL SATISFY YOUR REQUIREMENTS, BE COMPATIBLE WITH ALL

OPERATING SYSTEMS, OR THAT THE OPERATION OF THE SOFTWARE OR SERVICES

WILL BE UNINTERRUPTED OR ERROR-FREE.  THE FOREGOING EXCLUSIONS AND

DISCLAIMERS ARE AN ESSENTIAL PART OF THIS AGREEMENT AND FORMED THE

BASIS FOR DETERMINING THE PRICE CHARGED FOR THE PRODUCTS.  Some

jurisdictions do not allow certain disclaimers and limitations of

warranties, so portions of the above limitations may not apply to

You.  This limited warranty gives You specific rights and You may

also have other rights which vary by state or jurisdiction. 

 

 

LIMITATION OF LIABILITY

 

 

Consequential Losses.  NEITHER LICENSOR NOR ANY OF ITS THIRD PARTY

LICENSORS, SUBSIDIARIES, OR EMPLOYEES WILL IN ANY CASE BE LIABLE FOR

ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT, TORT, ECONOMIC OR

PUNITIVE DAMAGES, WHETHER BASED ON CONTRACT, NEGLIGENCE, STRICT

LIABILITY OR OTHER TORT, BREACH OF ANY STATUTORY DUTY, INDEMNITY OR

CONTRIBUTION, INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, BUSINESS

OR DATA, EVEN IF ADVISED OF THE POSSIBILITY OF THOSE DAMAGES.

 

Direct Damages.  IN NO EVENT WILL LICENSOR'S AGGREGATE LIABILITY

FOR DIRECT DAMAGES TO PROPERTY OR PERSON (WHETHER IN ONE INSTANCE OR

A SERIES OF INSTANCES) EXCEED 1.25 TIMES THE AMOUNT PAID BY YOU FOR

THE SOFTWARE OR SERVICES OUT OF WHICH SUCH CLAIM AROSE (OR $50

(U.S.) IF YOU RECEIVED THE SOFTWARE FREE OF CHARGE).  The above

exclusions and limitations will not apply to claims relating to

death or personal injury caused by the negligence of Licensor or its

employees, agents or contractors.  In those jurisdictions that do

not allow the exclusion or limitation of damages, including, without

limitation, damages for breach of any implied terms as to title or

quiet enjoyment of any Software obtained pursuant to this Agreement

or for fraudulent misrepresentation, Licensor's liability shall be

limited or excluded to the maximum extent allowed within those

jurisdictions.

 

 

GENERAL TERMS

 

 

 

Term.  This Agreement becomes effective on the date You legally

acquire the Software and will automatically terminate if You breach

any of its terms.  If the Software is provided to You on a

subscription basis, then Your right to possess or use the Software

will terminate at the end of the applicable subscription period. 

Upon termination of this Agreement or any applicable subscription

period, You must destroy the original and all copies of the Software

or return them to Licensor and delete the Software from Your

systems.

 

Verification. Licensor has the right to verify Your compliance with

this Agreement. You agree to:  (1)  Implement internal safeguards to

prevent any unauthorized copying, distribution, installation, use

of, or access to, the Software; (2)  Keep records sufficient to

certify Your compliance with this Agreement (including its Product

Use Rights Appendix, if any), and, upon request of Licensor, provide

and certify metrics and/or reports based upon such records and

account for both numbers of copies (by product and version) and

network architectures as they may reasonably relate to Your

licensing and deployment of the Software; and  (3)  Allow a Licensor

representative or an independent auditor ("Auditor") to inspect and

audit Your, or Your contractor's, computers and records, during Your

normal business hours, for compliance with the licensing terms for

Licensor's software products. Upon Licensor's and Auditor's

presentation of their signed written confidentiality statement form

to safeguard Your confidential information, You shall fully

cooperate with such audit and provide any necessary assistance and

access to records and computers. If an audit reveals that You have

or at any time have had unlicensed installation, use of, or access

to the Software, You will, within 30 days, purchase sufficient

licenses to cover any shortfall without benefit of any otherwise

applicable discount and subject to license fees reflecting the

duration of the shortfall. If a material license shortfall of 5% or

more is found, You must reimburse Licensor for the costs incurred in

the audit.

 

Third Party Software/Open Source.  Nothing in this Agreement shall

restrict, limit or otherwise affect any rights or obligations You

may have, or conditions to which You may be subject, under any

applicable open source licenses to any open source code contained in

the Software.  The Software may include or be bundled with other

software programs licensed under different terms and/or licensed by

a licensor other than Licensor.  Use of any software programs

accompanied by a separate license agreement is governed by that

separate license agreement.  Any third party software that may be

provided with the Software is included for use at Your option.

Transfer.  This Agreement and the associated licenses purchased for

use of the Software may not be transferred or assigned without the

prior written approval of Licensor.  Any such attempted transfer or

assignment shall be void and of no effect.  Please contact

OrderManagement@netiq.com to request the transfer of licenses and

assignment of this Agreement.  This Agreement may not be transferred

or assigned without the prior written approval of Licensor. Any such

attempted assignment shall be void and of no effect.

 

Law. All matters arising out of or relating to the Agreement will

be governed by the substantive laws of the United States and the

State of Utah without regard to its choice of law provisions. Any

suit, action or proceeding arising out of or relating to the

Agreement may only be brought before a federal or state court of

appropriate jurisdiction in Utah.  If a party initiates Agreement-

related legal proceedings, the prevailing party will be entitled to

recover reasonable attorneys' fees.  If, however, Your country of

principal residence is a member state of the European Union or the

European Free Trade Association, (1) the courts of Ireland shall

have exclusive jurisdiction over any action of law relating to this

Agreement; and (2) where the laws of such country of principal

residence are required to be applied to any such action of law the

laws of that country shall apply.  The application of the United

Nations Convention of Contracts for the International Sale of Goods

is expressly excluded.

 

Entire Agreement.  This Agreement, together with any other purchase

documents or other agreement between You and Licensor, sets forth

the entire understanding and agreement between You and Licensor and

may be amended or modified only by a written agreement agreed to by

You and an authorized representative of Licensor.  NO LICENSOR,

DISTRIBUTOR, DEALER, RETAILER, RESELLER, SALES PERSON, OR EMPLOYEE

IS AUTHORIZED TO MODIFY THIS AGREEMENT OR TO MAKE ANY REPRESENTATION

OR PROMISE THAT IS DIFFERENT FROM, OR IN ADDITION TO, THE TERMS OF

THIS AGREEMENT.

 

Waiver.  No waiver of any right under this Agreement will be

effective unless in writing, signed by a duly authorized

representative of the party to be bound.  No waiver of any past or

present right arising from any breach or failure to perform will be

deemed to be a waiver of any future right arising under this

Agreement.

 

Severability.  If any provision in this Agreement is invalid or

unenforceable, that provision will be construed, limited, modified

or, if necessary, severed, to the extent necessary, to eliminate its

invalidity or unenforceability, and the other provisions of this

Agreement will remain unaffected.

Export Compliance.  You acknowledge that Licensor's products and/or

technology are subject to the U.S. Export Administration Regulations

(the "EAR") and You agree to comply with the EAR.  You will not

export or re-export Licensor's products, directly or indirectly, to:

(1) any countries that are subject to US export restrictions; (2)

any end user who You know or have reason to know will utilize

Licensor's products in the design, development or production of

nuclear, chemical or biological weapons, or rocket systems, space

launch vehicles, and sounding rockets, or unmanned air vehicle

systems; or (3) any end user who has been prohibited from

participating in the US export transactions by any federal agency of

the US government. By downloading or using the Software, You are

agreeing to the foregoing and You are representing and warranting

that You are not located in, under the control of, or a national or

resident of any such country or on any such list. In addition, You

are responsible for complying with any local laws in Your

jurisdiction which may impact Your right to import, export or use

Licensor's products.  Please consult the Bureau of Industry and

Security web page www.bis.doc.gov before exporting items subject to

the EAR. Upon request, Licensor's International Trade Services

Department can provide information regarding applicable export

restrictions for Licensor products. Licensor assumes no

responsibility for Your failure to obtain any necessary export

approvals.

 

U.S. Government Restricted Rights.  Use, duplication, or disclosure

of any Deliverables by the U.S. Government is subject to the

restrictions in FAR 52.227-14 (Dec 2007) Alternate III (Dec 2007),

FAR 52.227-19 (Dec 2007), or DFARS 252.227-7013(b)(3) (Nov 1995), or

applicable successor clauses.

 

 

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