[Product Name]

NetIQ_® Access Manager 3.2

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, DO NOT DOWNLOAD, INSTALL OR USE THE SOFTWARE AND, IF APPLICABLE, RETURN THE ENTIRE UNUSED PACKAGE TO THE RESELLER WITH YOUR RECEIPT FOR A REFUND. THE SOFTWARE MAY NOT BE SOLD, TRANSFERRED, OR FURTHER DISTRIBUTED EXCEPT AS AUTHORIZED BY NETIQ.

This NetIQ License Agreement (“Agreement”) is a legal agreement between You (an entity or a person) and NetIQ Corporation or an affiliate (“NetIQ”). 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. Any update or support release to the Software that You may download or receive that is not accompanied by a license agreement expressly superseding this 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.

The Software may include or be bundled with other software programs licensed under different terms and/or licensed by a licensor other than NetIQ. 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.

GRANT. Subject to your acceptance of and compliance with this Agreement, timely payment of required payments, and your adherence to the license restrictions set forth herein, in the Documentation accompanying the Software and in the Order Documentation (the “License Restrictions”), NetIQ hereby grants to You as licensee, a nonexclusive, nontransferable license, without right of sublicense, to use the software, together with any adapters, modules, updates and modifications to the foregoing, if any, provided to You by NetIQ subject to the License Restrictions (collectively "Software"). The Software is licensed solely in object code format and solely for Your internal business use. For purposes hereof, Order Documentation "Order Documentation” means the software license schedule, purchase order, purchase letter or other similar document provided by NetIQ by which You place an order for the Software.

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.

"User" means a user object in a single directory tree (or other class of object that contains data representing a person, such as objects containing credit card information or PIN numbers) that has (a) access or use rights to any portion of the Software, or (b) access or use rights to products (devices, hardware, or software) being managed by the Software, regardless of whether the user object is assigned to a person or device. User objects (or other classes of objects) representing the same person that are linked to each other within a single tree and/or linked across multiple trees count as only one User.

"Access Gateway Software" means the gateway software that performs access management services to protected web applications, including role based authorization, web single sign-on and data encryption.

"Identity Server" means the server software that performs authentication, federation, role definition and policy distribution.

"SSLVPN" means the server software that performs access management services to protected enterprise applications, including role based authorization and client integrity checking.

The following licenses apply to Your use of the Software depending on whether You have purchased licenses to the Software under a User license model or an Instance license model. If You have received the Software as an entitlement under upgrade protection You purchased for the Novell iChain product, then You are licensed to use the Software under the User Model specified below in a quantity equivalent to the number of Your Novell iChain user licenses covered by the applicable upgrade protection. For evaluation rights, please see the Evaluation Software paragraph below.

User Model. You must acquire a user license for each User. Each person who accesses or uses the Software must have at least one user object uniquely assigned to that person and access the Software through the user object.

Instance Model. The Access Gateway component of the Software and the Identity Server component of the Software are licensed separately. Use of each requires purchase of the applicable quantity of Access Manager instance licenses.

Access Gateway. You must acquire an Access Manager instance license for each Instance of the Access Gateway Software. You may install and use one Instance of the SSLVPN for each Instance of the Access Gateway Software You have licensed.

Identity Server. You must acquire an Access Manager instance license for each Instance of the Identity Server Software.

NetIQ Access Manager Appliance. If You deploy the Software as an appliance, then You will have installed an Instance of the Access Gateway Software as well as an Instance of the Identify Server Software. Consequently, You must acquire two (2) Access Manager Instance licenses for each appliance.

SLES_® Appliance License. If the Software is deployed as an appliance and includes the SUSE_® Linux Enterprise Server product (SLES), then You are subject to the following restriction with respect to use of SLES. Notwithstanding the license rights in the license agreement accompanying the copy of SLES You received with the Software, You agree to use SLES solely for the purpose of running the Access Manager Software. SLES includes components that are open source packages accompanied by separate license terms. Your license rights with respect to individual components accompanied by separate license terms are defined by those terms; 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 such license terms.

eDirectory™ Software License. The quantity of licenses for the eDirectory software included with Your lawfully acquired user licenses of the Access Manager Software is equal to the greater of (1) the quantity of User licenses You have lawfully acquired for the Access Manager Software, or (2) 250,000 Users per company/entity. If You have licensed the Software on an Instance model, then You may use an equivalent number of Instance licenses of the eDirectory software, but Your use of eDirectory software is limited to use only with the Software. The foregoing eDirectory licenses are not upgradeable and are otherwise subject to the license agreement accompanying the eDirectory software.

Audit Software License. Your use of the Audit Software included with Access Manager is limited to use solely in connection with Access Manager. Any other use of the Audit Software requires the purchase of the applicable Audit Software licenses.

Staging Software License

Provided that You are in compliance with the terms of this Agreement, You are authorized to use the Software in Your internal, non-production environment solely for testing purposes in a quantity equal to that of Your Instance or User commercial licenses.

Evaluation Software

In the event that the Software is licensed only for Evaluation Use, the terms of this paragraph shall apply. Your license to use the Software commences on installation of the Software and, unless you and NetIQ agree to a different period, will terminate after a period of 30 days (the “Evaluation Period”). You may use the Software in a non-production environment during the Evaluation Period. At the end of the Evaluation Period, your license to use the Evaluation version of the Software is automatically terminated. You may not extend the time limits of the Software in any manner. At the end of the Evaluation Period You agree to de-install the Software and if required by NetIQ, return all copies or partial copies of the Software or certify to NetIQ that all copies or partial copies of the Software have been deleted from Your computer libraries and/or storage devices and have been destroyed. If You desire to continue Your use of the Software beyond the Evaluation Period, You must contact NetIQ to acquire a license to the Software for the applicable fee. The Software may contain an automatic disabling mechanism that prevents its use after a certain period of time, so You should back up Your system and take other measures to prevent any loss of files or data.

EVALUATION SOFTWARE IS PROVIDED ON AN “AS IS” BASIS, WITHOUT WARRANTIES OR REPRESENTATIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OR REPRESENTATIONS OF TITLE OR NON-INFRINGEMENT.

RESTRICTIONS

License Restrictions. NetIQ reserves all rights not expressly granted to You. You may not (1) reverse engineer, decompile, or disassemble the Software except and only to the extent it is expressly permitted by applicable law; (2) modify, alter, rent, timeshare host or lease the Software or sublicense any of Your rights under this Agreement; (3) transfer the Software or Your license rights under this Agreement, in whole or in part, without written permission by NetIQ; (4) copy the Software (except for back-up purposes); (5) remove any patent, trademark, copyright, trade secret or other proprietary notices or labels on the Software or documentation; (6) you may not transfer, lease, assign, sublicense, pledge, rent, share or distribute the Software or make it available for timesharing, service bureau or on-line use, unless previously agreed to in writing by NetIQ; and (7) you may not 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 NetIQ.

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 Protection. If You purchased upgrade protection or maintenance under a NetIQ program for this Software, the upgrade protection or maintenance only entitles You to upgrades of the Software as a whole and does not entitle You to upgrades of any component programs or products bundled with the Software or any individual products included in a suite if the Software is licensed as a suite of products. You may separately purchase upgrade protection for individual components of the Software if permitted by the applicable NetIQ policies and programs.

Upgrade Software. This section applies to You if You have purchased the Software based upon upgrade pricing. “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 meet the following conditions: (1) You have acquired the right to use the Software solely to replace the Original Product that You acquired legally and that is qualified to be upgraded with the Software under the NetIQ policies existing at the time You acquired the Software; (2) You installed and used the Original Product in accordance with the terms and conditions of the applicable license agreement; and (3) You will not sell or otherwise transfer possession of the Original Product.

Support. NetIQ 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 NetIQ's current support offerings, see http://netiq.com/support/process.asp

OWNERSHIP

No title to or ownership of the Software is transferred to You. NetIQ and/or its 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. You acquire only a conditional license to use the Software.

LIMITED WARRANTY

For ninety (90) days from Your date of purchase, NetIQ warrants that any media on which the Software is delivered is free from physical defects. If the defective items are returned to NetIQ within ninety (90) days from the date of purchase, NetIQ 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.)

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.

THE SOFTWARE IS ONLY COMPATIBLE WITH CERTAIN COMPUTERS AND OPERATING SYSTEMS. THE SOFTWARE IS NOT WARRANTED FOR NON-COMPATIBLE SYSTEMS. Call NetIQ or Your reseller for information about compatibility.

Non-NetIQ Products. The Software may include or be bundled with hardware or other software programs or services licensed or sold by an entity other than NetIQ. NETIQ DOES NOT WARRANT NON-NETIQ PRODUCTS OR SERVICES. ANY SUCH PRODUCTS OR SERVICES ARE PROVIDED ON AN “AS IS” BASIS. WARRANTY SERVICE IF ANY FOR NON-NETIQ PRODUCTS IS PROVIDED BY THE PRODUCT LICENSOR IN ACCORDANCE WITH THE APPLICABLE LICENSOR WARRANTY.

EXCEPT AS OTHERWISE RESTRICTED BY LAW, NETIQ DISCLAIMS AND EXCLUDES ANY AND ALL IMPLIED WARRANTIES INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT. NETIQ MAKES NO WARRANTY, REPRESENTATION OR PROMISE NOT EXPRESSLY SET FORTH IN THIS LIMITED WARRANTY. NETIQ DOES NOT WARRANT THAT THE SOFTWARE OR SERVICES WILL SATISFY YOUR REQUIREMENTS OR THAT THE OPERATION OF THE SOFTWARE OR SERVICES WILL BE UNINTERRUPTED. 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 NETIQ NOR ANY OF ITS LICENSORS, SUBSIDIARIES, OR EMPLOYEES WILL IN ANY CASE BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT, TORT, ECONOMIC OR PUNITIVE DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE OR SERVICES, INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, BUSINESS OR DATA, EVEN IF ADVISED OF THE POSSIBILITY OF THOSE DAMAGES.

Direct Damages. IN NO EVENT WILL NETIQ'S OR ITS 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. In those jurisdictions that do not allow the exclusion or limitation of damages, NetIQ's and its Licensors’ 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 NetIQ and delete the Software from Your systems.

Verification; Audit Rights. NetIQ may, upon fifteen (15) days’ advance notice and at its expense, conduct an annual audit, during your normal business hours, of your use of the Software and Documentation to verify compliance with this Agreement. You agree to implement internal safeguards to prevent any unauthorized copying, distribution, installation, or use of, or access to, the Software. You further agree to keep records sufficient to certify your compliance with this Agreement (including its License Restrictions), and, upon request of NetIQ, provide and certify metrics and/or reports based upon such records and accounting both numbers of copies (by product and version) and network architectures as they may reasonably relate to your licensing and deployment of the Software. You shall provide NetIQ or an authorized representative with access to records, hardware and employees in order to perform the audit. Upon NetIQ’s or its authorized representative’s presentation of their reasonable written commitment(s) 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 promptly acquire sufficient licenses to cover any shortage. If a material license shortage of 5% or more is found, you must reimburse NetIQ for the costs incurred in the audit and acquire the necessary additional licenses within 30 days without the benefit of any otherwise applicable discount.

Benchmark Testing. This benchmark testing restriction applies to You if You are a software developer or licensor or if You are performing testing on the Software at the direction of or on behalf of a software developer or licensor. You may not, without NetIQ's prior written consent not to be unreasonably withheld, publish or disclose to any third party the results of any benchmark test of the Software.

Open Source. The software may contain or be distributed with third party software covered by an open source software license (“Open Source Software”) or other third party software (“Third Party Software”) covered by a different license. If Open Source Software is included the terms and conditions of this license do not apply to the Open Source Software. If Third Party Software is included the terms and conditions of this license may not apply to Third Party Software. Information concerning the inclusion of the Open Source Software and Third Party Software not covered by this license, if any, and the notices, license terms and disclaimers applicable to such software is contained in the About Box and/or ThirdPartySoftware.txt file or available upon request from NetIQ. 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.

Transfer. This Agreement may not be transferred or assigned without the prior written approval of NetIQ.

Law and Jurisdiction. This Agreement is governed by the laws of the State of Texas, U.S. Any action at law relating to this Agreement may only be brought before the courts of competent jurisdiction of the State of Texas. If, however, Your country of principal residence is a member state of the European Union or the European Free Trade Association, this Agreement is governed by the laws of that country, and any action at law may only be brought before a court of competent jurisdiction of that country.

Entire Agreement. This Agreement, together with any Order Documentation, sets forth the entire understanding and agreement between You and NetIQ and may be amended or modified only by a written agreement agreed to by You and an authorized representative of NetIQ. 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. Any products or technical information provided under this Agreement may be subject to U.S. export controls and the trade laws of other countries. The parties agree to comply with all export control regulations and to obtain any required licenses or classification to export, re-export or import deliverables. The parties agree not to export or re-export to entities on the current U.S. export exclusion lists or to any embargoed or terrorist countries as specified in the U.S. export laws. The parties will not use deliverables for prohibited nuclear, missile, or chemical biological weaponry end uses. Please consult the Bureau of Industry and Security web page www.bis.doc.gov before exporting NetIQ products from the U.S. Upon request, NetIQ will provide You specific information regarding applicable restrictions. However, NetIQ assumes no responsibility for Your failure to obtain any necessary export approvals and you agree to indemnify and hold harmless NetIQ from any claims or damages arising from your noncompliance with U.S. export laws.

U.S. Government Restricted Rights. Use, duplication, or disclosure by the U.S. Government is subject to the restrictions in FAR 52.227-14 (June 1987) Alternate III (June 1987), FAR 52.227-19 (June 1987), or DFARS 252.227-7013 (b) (3) (Nov 1995), or applicable successor clauses. Contractor/Manufacturer is NetIQ Corporation, 1233 West Loop South, Houston, TX 77027.

Other. The application of the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded.

Communication. By registering or downloading this product, you make the registered e-mail address available to receive information about NetIQ Corporation and our products. To remove yourself from this mailing list, please visit: http://www.netiq.com/Account/lists.asp

Payment. You are responsible for making full and timely payment for the Software license. You shall pay all of NetIQ’s reasonable fees, costs and expenses (including reasonable attorneys’ fees) if legal action is required to collect outstanding balances.

Force Majeure. NetIQ and its suppliers shall not be liable in any respect for failures to perform hereunder due wholly or substantially to the elements, acts of God, labor disputes, acts of terrorism, acts of civil or military authority, fires, floods, epidemics, quarantine restrictions, armed hostilities, riots and other unavoidable events beyond the control of NetIQ or its suppliers, and the time for performance of obligations hereunder by NetIQ or its suppliers subject to such event shall be extended for the duration of such event.

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NetIQ, SUSE, SLES, Novell iChain, and eDirectory are registered or common law trademarks or trade names of NetIQ Corporation or its affiliates and licensors in the United States and other countries.