HP Mediascape Authoring Toolkit

Licence:
THIS PRODUCT IS LICENSED TO USERS (CUSTOMERS) UNDER HP’S STANDARD SOFTWARE LICENSE TERMS, SUBJECT TO THE FOLLOWING HP BASE TERMS, WHICH TAKE PRECEDENCE OVER ANY CONFLICTING PROVISION IN THE STANDARD SOFTWARE LICENSE TERMS. THIS PRODUCT IS LICENSED ONLY FOR EDUCATIONAL AND OTHER NON-COMMERCIAL USE. THE PRODUCT IS EXPERIMENTAL AND IS PROVIDED AS A COURTESY, FREE OF CHARGE, “AS-IS” BY HEWLETT-PACKARD LIMITED. USE OF THE PRODUCT IS SUBJECT TO ITS LICENSE TERMS. INSTALLING OR USING THE SOFTWARE INDICATES YOUR ACCEPTANCE OF THESE LICENSE TERMS. A. HP BASE TERMS 1. DEFINITIONS a. Affiliate of a party means an entity controlling, controlled by, or under common control with, that party. c. Hardware means computer and related devices and equipment, related documentation, accessories, parts, and upgrades. d. HP Branded means Products bearing a trademark or service mark of Hewlett-Packard Company or any Hewlett-Packard Company Affiliate, and embedded HP selected third party Software that is not offered under a third party license agreement. e. HP Business Partner means select companies authorized by HP to promote, market, sell, support, and deliver certain Products. f. Product means Hardware and Software made available under these license terms and includes products that are modified, altered, or customized to meet Customer requirements “Custom Products”. g. Software means machine-readable instructions and data (and copies thereof) including middleware and firmware and related updates and upgrades, licensed materials, user documentation, user manuals, and operating procedures. h. Specification means technical information about Products published in HP Product manuals, user documentation, and technical data sheets in effect on the date HP delivers Products to Customer. i. Version means a release of Software that contains new features, enhancements, and/or maintenance updates, or for certain Software, a collection of revisions packaged into a single entity and, as such, made available by HP to its customers (also called a “Release”). 2. NON-COMMERCIAL USE Products obtained under this license may ONLY be used by customer for educational or other non-commercial purposes. Commercial use includes, but is not limited to, use at or for a commercial enterprise, use for financial gain, personal or otherwise, and use by government agencies. 3. MAINTENANCE AND SUPPORT. HP is under no obligation to maintain or support or update the Product in any way, or to provide updates or error corrections. 4. WARRANTY PROVISIONS HP MAKES NO EXPRESS OR IMPLIED WARRANTY OF ANY KIND REGARDING THIS PRODUCT INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT. 5. INTELLECTUAL PROPERTY RIGHTS No rights in copyright, patents, trademarks, trade secrets, or other intellectual property are granted by either party to the other except as expressly provided under this Agreement. Customer will not register or use any mark or internet domain name that contains HP's trademarks (e.g., “HP”, “hp”, or “Hewlett-Packard”). 6. RESTRICTED USE Products are not specifically designed, manufactured, or intended for use as parts, components, or assemblies for the planning, construction, maintenance, or direct operation of a nuclear facility. Customer is solely liable if Products acquired by Customer are used for these applications and will indemnify and hold HP harmless from all loss, damage, expense, or liability in connection with such use. 7. LIMITATION OF LIABILITY AND REMEDIES a. Limitation of Liability. Except for damages for bodily injury (including death) HP's total aggregate liability is limited to the amount paid by Customer for:the Product. b. Disclaimer of Damages. HP SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER LEGAL THEORY, IN CONNECTION WITH OR ARISING OUT OF THE FURNISHING, PERFORMANCE OR USE OF THIS PRODUCT. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL, OR CONSEQUENTIAL COSTS OR DAMAGES INCLUDING, WITHOUT LIMITATION, DOWNTIME COSTS; LOST BUSINESS, REVENUES, OR PROFITS; FAILURE TO REALIZE EXPECTED SAVINGS; LOSS OR UNAVAILABILITY OF OR DAMAGE TO DATA; OR SOFTWARE RESTORATION. c. Legal Theory. TO THE EXTENT ALLOWED BY LOCAL LAW, THESE LIMITATIONS WILL APPLY REGARDLESS OF THE BASIS OF LIABILITY, INCLUDING NEGLIGENCE, MISREPRESENTATION, BREACH OF ANY KIND, OR ANY OTHER CLAIMS IN CONTRACT, TORT OR OTHERWISE. 8. TERMINATION a. Termination for Convenience. Either party may terminate this Agreement for convenience upon thirty (30) days prior written notice to the other party. b. Termination for Cause. Either party may terminate this Agreement on written notice if the other party fails to comply with this Agreement after it has been notified in writing of the nature of the failure and been provided with a reasonable time to cure the failure. c. Bankruptcy. If either party becomes insolvent, is unable to pay its debts when due, files for bankruptcy, is subject of involuntary bankruptcy, has a receiver appointed, or has its assets assigned, the other party may terminate this Agreement without notice and may cancel any unfulfilled obligations. d. Survival. Any terms in this Agreement which by their nature extend beyond the termination or expiration of this Agreement will remain in effect until fulfilled and will apply to both parties' respective successors and permitted assigns. Any termination under this sub-section A.12. will be without prejudice to the terminating party's legal rights and remedies, including injunction and other equitable remedies. 9. FEEDBACK Customer shall make reasonable efforts to provide feedback to HP on the performance and utility of the Product if such feedback is requested by HP. 10. GENERAL a. Internal Use. Products acquired by Customer under this Agreement are solely for Customer's own internal use and not for resale or sub-licensing. b. Force Majeure. Neither party will be liable for performance delays or for non-performance due to causes beyond its reasonable control; however, this provision will not apply to Customer's payment obligations. In the event such circumstances continue for more than three (3) months, either party may terminate the Agreement or affected orders in respect of Products not yet delivered. c. Assignment. Customer may not assign, delegate or otherwise transfer all or any part of this Agreement without prior written consent from HP. Any such attempted assignment, delegation, or transfer will be null and void. Assignments of HP Software licenses are subject to compliance with HP's Software license transfer policies. HP may assign, delegate and transfer any rights and obligations hereunder to an HP Affiliate at any time subject to written notice. d. Export and Import. Customer who exports, re-exports, or imports Products, technology, or technical data purchased or acquired hereunder, assumes responsibility for complying with applicable laws and regulations and for obtaining required export and import authorizations. HP may suspend performance if Customer is in violation of any applicable laws or regulations. e Governing Law. Disputes arising from this Agreement will be governed by the law of the jurisdiction of the principal place of business of the HP Affiliate accepting the order to which the dispute relates and the courts of that locale will have jurisdiction, except that HP may, at its option, bring suit for collection in the country where the Customer Affiliate that placed the order is located. Customer and HP agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement. Claims arising or raised in the United States will be governed by the laws of the State of California, excluding rules as to choice and conflict of law. f. Notices. All notices that are required under this Agreement will be in writing and will be considered effective upon receipt. g. Entire Agreement. This Agreement is the entire agreement between HP and Customer regarding Customer's acquisition of Products, and supersedes and replaces any previous communications, representations, or agreements, or Customer's additional or inconsistent terms, whether oral or written. In the event any provision of this Agreement is held invalid or unenforceable the remainder of the Agreement will remain enforceable and unaffected thereby. h. Waiver. Neither party's failure to exercise or delay in exercising any of its rights under this Agreement will constitute or be deemed a waiver or forfeiture of those rights. k Order of Precedence. Unless otherwise agreed or provided herein, documents will apply in the following descending order of precedence: 1. section A of this Agreement; 2. section B of this Agreement; l. Independent Contractor. HP is an independent contractor in the performance of this Agreement and neither HP nor any HP personnel are employees or agents of Customer or HP Business Partners. Nothing in this Agreement will be construed as creating a joint venture, partnership or employment relationship between the parties, nor will either party have the right, power or authority to create any obligation or duty, express or implied, on behalf of the other. B. HP SOFTWARE LICENSE TERMS 1. LICENSE GRANT HP grants Customer a non-exclusive, non-transferable license to “Use”, in object code form, the Version or Release of the HP Branded Software delivered on acceptance of these license terms. For purposes of this Agreement, unless otherwise specified in the Transaction Documents, “Use” means to install, store, load, execute, and display one copy of the Software on one device at a time for Customer's internal business purposes. Customer's Use of such Software is subject to these license terms and the Use restrictions and authorizations for the Software specified by HP in Transaction Documents that accompany or are otherwise made available to Customer with the Software (the “Software License”). In the event of any conflict among such terms, the order of precedence will be the accompanying Transaction Documents then the terms of this Agreement. 2. THIRD-PARTY SOFTWARE For non-HP Branded Software, the third party supplier’s license terms and use restrictions found in the Transaction Documents that may accompany that Software will solely govern its Use. 3. OWNERSHIP This Software License confers no title or ownership and is not a sale of any rights in the Software. Third-party suppliers are intended beneficiaries under this Agreement and independently may protect their rights in the Software in the event of any infringement. All rights not expressly granted to Customer are reserved solely to HP or its suppliers. 4. ACCEPTANCE Customer accepts Software upon delivery. 5. UPGRADES Software Versions or maintenance updates, if available, may be ordered separately or may be available through Software Support. HP reserves the right to require additional licenses and fees for Software Versions or separately purchased maintenance updates or for Use of the Software in conjunction with upgraded Hardware or Software. When Customer obtains a license for a new Software Version, Customer's Software License for the earlier Version shall terminate. Software Versions are subject to the license terms in effect on the date that HP delivers or makes the Version available to Customer. 6. LICENSE RESTRICTIONS a. Use Restrictions. Customer may not exceed the number of licenses, agents, tiers, nodes, seats, or other Use restrictions or authorizations agreed to and paid for by Customer. Some Software may require license keys or contain other technical protection measures. Customer acknowledges that HP may monitor Customer's compliance with Use restrictions and authorizations remotely, or otherwise. If HP makes a license management program available which records and reports license usage information, Customer agrees to appropriately install, configure and execute such license management program beginning no later than one hundred and eighty (180) days from the date it is made available to Customer and continuing for the period that the software is used. b. Copy and Adaptation. Unless otherwise permitted by HP, Customer may only make copies or adaptations of the Software for archival purposes or when copying or adaptation is an essential step in the authorized Use of the Software. If Customer makes a copy for backup purposes and installs such copy on a backup device, unless otherwise provided in the Transaction Documents, Customer may not operate such backup installation of the Software without paying an additional license fee, except in cases where the original device becomes inoperable. If a copy is activated on a backup device in response to failure of the original device, the Use on the backup device must be discontinued when the original or replacement device becomes operable. Customer may not copy the Software onto or otherwise Use or make it available on, to, or through any public or external distributed network. Licenses that allow Use over Customer's intranet require restricted access by authorized users only. c. Copyright Notice. Customer must reproduce all copyright notices that appear in or on the Software (including documentation) on all permitted copies or adaptations. Copies of documentation are limited to internal use. d. Designated System. Notwithstanding anything to the contrary herein, the Software License for certain Software, as identified in Transaction Documents, is non-transferable and for use only on a computer system owned, controlled, or operated by or solely on behalf of Customer and may be further identified by HP by the combination of a unique number and a specific system type (“Designated System”) and such license will terminate in the event of a change in either the system number or system type, an unauthorized relocation, or if the Designated System ceases to be within the possession or control of Customer. e. OS Software. Operating system Software may only be used when operating the associated Hardware in configurations as approved, sold, or subsequently upgraded by HP or an HP Business Partner. f. Changes. Customer will not modify, reverse engineer, disassemble, decrypt, decompile, or make derivative works of the Software. Where Customer has other rights mandated under statute, Customer will provide HP with reasonably detailed information regarding any intended modifications, reverse engineering, disassembly, decryption, or decompilation and the purposes therefore. g. Use for Service Provision. Extending the Use of Software to any person or entity other than Customer as a function of providing services, (i.e.; making the Software available through a commercial timesharing or service bureau) must be authorized in writing by HP prior to such use and may require additional licenses and fees. 7. LICENSE TERM AND TERMINATION Unless otherwise specified in a Transaction Document, the Software License granted Customer will be perpetual, provided however that HP may terminate the Software License upon notice for failure to comply with this Agreement. Immediately upon termination of the Software License or upon expiration of any individual limited term license, Customer will destroy the Software and all copies of the Software subject to the termination or expiration or return them to HP. Customer shall remove and destroy or return to HP any copies of the Software that are merged into adaptations, except for individual pieces of data in Customer's database. Customer may retain one copy of the Software subsequent to termination solely for archival purposes only. At HP's request, Customer will certify in writing to HP that Customer has complied with these requirements. 8. LICENSE TRANSFER Customer may not sublicense, assign, transfer, rent, or lease the Software or the Software License to any other party except as permitted in this section. Except as provided in sub-section B.6.d. above, HP Branded Software licenses are transferable subject to HP's prior written authorization and payment to HP of any applicable fees or compliance with applicable third party terms. Upon transfer of the Software License Customer's rights under the License will terminate and Customer will immediately deliver the Software and all copies to the transferee. The transferee must agree in writing to the terms of the Software License, and, upon such agreement, the transferee will be considered the “Customer” for purposes of the license terms. Customer may transfer firmware only upon transfer of the associated Hardware. 9. U.S. FEDERAL GOVERNMENT USE If the Software is licensed for use in the performance of a U.S. Government prime contract or subcontract, Customer agrees that, consistent with FAR 12.211 and 12.212, commercial computer Software, computer Software documentation and technical data for commercial items are licensed under HP’s standard commercial license. 10. COMPLIANCE Customer agrees that HP may audit Customer's compliance with the Software License terms. Any such audit would be at HP's expense, require reasonable notice, and would be performed during normal business hours. If an audit reveals underpayments then Customer will immediately pay HP such underpayments together with the costs reasonably incurred by HP in connection with the audit and seeking compliance with this sub-section. 11. WARRANTY HP Branded Software will materially conform to its Specifications. If a warranty period is not specified for HP Branded Software, the warranty period will be ninety (90) days from the delivery date. 12. VIRUS WARRANTY HP warrants that any physical media containing HP Branded Software will be shipped free of viruses. 13. WARRANTY LIMITATION HP does not warrant that the operation of Software will be uninterrupted or error free, or that Software will operate in Hardware and Software combinations other than as expressly required by HP in the Product Specifications or that Software will meet requirements specified by Customer. 14. EXCLUSIVE REMEDIES If notified of a valid warranty claim during the warranty period, HP will, at its option, correct the warranty defect for HP Branded Software, or replace such Software. If HP is unable, within a reasonable time, to complete the correction, or replace such Software, Customer will be entitled to a refund of the purchase price paid upon prompt return of such Software to HP. Customer will pay expenses for return of such Software to HP. HP will pay expenses for shipment of repaired or replacement Software to Customer. This sub-section B.14. states HP's entire liability for warranty claims. 15. IMPLIED LICENSE There are no implied licenses. 16. FREEWARE AND OPEN SOURCE Notwithstanding other statements in this Agreement, Software licensed under Open Source or freeware licenses is provided “AS IS” without any warranties or indemnities of any kind. Software provided under an Open Source license is governed solely by such license terms which will prevail over this Agreement.

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