FileNet End User Software License Agreement
READ THIS NOTICE CAREFULLY, THE SOFTWARE IS THE PROPRIETARY INTELLECTUAL PROPERTY OF FILENET
CORPORATION AND IS SUBJECT TO THE MINIMUM TERMS AND CONDITIONS SET FORTH BELOW. THESE TERMS
AND CONDITIONS MAY BE SUPERCEDED BY THE TERMS AND CONDITIONS OF THE SOFTWARE LICENSE
ENTERED INTO BY YOUR EMPLOYER FOR THE USE OF FILENET SOFTWARE. BY USING THE SOFTWARE, YOU
ACKNOWLEDGE IT IS FILENET PROPRIETARY INTELLECTUAL PROPERTY AND THAT A VALID SOFTWARE LICENSE WITH FILENET CORPORATION IS APPLICABLE. THEREFORE AT A MINIMUM, YOU AGREE TO BE BOUND BY THE FOLLOWING FILENET END USER SOFTWARE LICENSE TERMS AND CONDITIONS (HEREINAFTER “Agreement”):
The software consists of software owned by FileNet, as well as software owned by certain third party providers (“Third Party Providers”). Each software product includes any documentation relating to or describing such software, such as, logic manuals, flow charts, reference materials, and improvements or updates provided by FileNet (software and documentation collectively called "Software").
A. Each Software product, including any documentation relating to or describing such Software, such as, but not limited to, manuals, flow charts and improvements or updates provided by FileNet (collectively "Software"), is furnished to End User under a personal, non-exclusive, nontransferable license solely for End User's own internal use on End User’s servers and client devices (“System”) in compliance with this license and all applicable laws and regulations. End User agrees that this license does not permit End User to: (1) use the Software for a service bureau application or (2) rent, lease, or sublicense the Software; (3) modify or remove any proprietary notices; or (4) transfer the Software without prior written consent from FileNet. The Software is licensed to the End User, not sold.
B. The Software may only be copied, in whole or in part (with the proper inclusion of FileNet's copyright notice and any other proprietary notice and/or trademarks on such Software), as may be necessary and incidental for archival purposes or to replace a worn or defective copy.
C. Title to and ownership of the Software and any portions (or any modifications, translations, or derivatives thereof, even if unauthorized) and all applicable rights in patents, copyrights and trade secrets in the Software shall remain exclusively with FileNet and its licensors, if any. Software provided hereunder is valuable, proprietary, and unique, and End User agrees to be bound by and observe the proprietary nature thereof as provided herein. End User agrees to take diligent action to fulfill its obligations hereunder by instruction or agreement with its employees or agents (whose confidentiality obligations shall survive termination of employment or agency) who are permitted access to the Software. Access shall only be given on a need-to-know basis. Except as set forth in this Agreement or as may be permitted in writing by FileNet, End User shall not use, provide or otherwise make available the Software or any part or copies thereof to any third party. End User shall not reverse engineer, decompile or disassemble the Software or any portion thereof, nor otherwise attempt to create or derive the source code. End User acknowledges that unauthorized reproduction, use, or disclosure of the Software or any part thereof may cause irreparable injury to FileNet and/or its licensors, who may therefore be entitled to injunctive relief to enforce these license restrictions, in addition to any other remedies available at law, in equity, or under this Agreement. Further, the trademarks are owned by the respective trademark holder.
D. FileNet agrees that End User’s affiliates (business entities of which End User owns or controls more than fifty {50%} percent of the voting rights or the controlling body of the business entity) may use the Software; provided that prior to any affiliate’s use of the Software: (i) End User accepts responsibility for the acts or omissions of such affiliates as if they were End User’s acts or omissions; (ii) End User shall indemnify FileNet against losses or damages suffered by FileNet arising from breach of this Agreement by any such affiliate; and (iii) such use shall not constitute an unauthorized exportation of the Software or documentation under U.S. Government laws and regulations.
3. Termination. FileNet shall have the right to terminate End User's license if End User fails to pay any and all required license fees or otherwise fails to comply with these license terms and conditions. Upon expiration of the license term or upon notice of such termination, End User shall immediately return or destroy the Software and all portions and copies thereof as directed by FileNet and, if requested by FileNet, shall certify in writing as to the destruction or return of the same. All confidentiality and non-disclosure obligations herein shall survive termination.
A. FileNet warrants that it has good and clear title to or has the right to sublicense the Software being licensed hereunder, free and clear of all liens and encumbrances.
B. FileNet warrants for a period of ninety (90) days from the Shipment Date, Software used in a manner for which it was designed will perform the functions described in the applicable FileNet documentation supplied at the time of delivery provided that, (i) Software is continuously subject to a FileNet Software Support contract, (ii) any substantial nonconformance is reproducible, and (iii) the substantial nonconformance is not caused by third party software or hardware not specified in FileNet’s documentation or not expressly authorized in advance by FileNet. FileNet's sole
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obligation and liability hereunder shall be to use reasonable efforts to remedy any material non-conformance which is reported to FileNet in writing within the warranty period.
C. End User accepts sole responsibility for, system configuration, design and requirements, selection of the software for the intended results, modifications, changes or alterations.
D. THERE ARE NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT WITH RESPECT TO THIS AGREEMENT, THE AGREEMENT, OR THE SOFTWARE LICENSED HEREUNDER. FILENET DOES NOT WARRANT THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED, THAT THE SOFTWARE IS ERROR-FREE, OR THAT ALL ERRORS CAN BE CORRECTED.
5. Export. End User agrees that the Products purchased hereunder will not be exported directly or indirectly, separately or as part of any system, without first obtaining a license from the U.S. Department of Commerce or any other appropriate agency of the U.S. Government, as required.
6. Restrictions on Use. End User acknowledges that one of FileNet's Third Party Providers provides application integration software as part of the Software (the "Integration Software"). End User agrees to use the Software solely as follows: (i) FileNet's workflow or content management software will be the triggering source and/or the destination of the transaction managed by the Integration Software; (ii) FileNet's workflow or content management functionality must be a necessary part of the transaction managed by the Integration Software such that without such FileNet functionality, the transaction managed by the Integration Software could not process; (iii) the Software will not be used or configured in such a way as to only provide the functionality that the Integration Software provides; and (iv) all derivative works of the Software made by or for End User are subject to the foregoing restrictions.
7. Choice of Law. The laws of the State of California will govern the construction and operation of this Agreement without regard to the conflict of laws provisions thereof.
8. U.S. Government Restricted Rights. The Software is Commercial Software and the Software and Documentation are provided with Restricted Rights. Use, duplication or disclosure by the Government is subject to restrictions as set forth in paragraph (c) (1) (ii) of the Rights in Technical Data and Computer Software Clause at DFARS 252.227-7013 or subparagraphs (c) (1) and (2) of the Commercial Computer Software-Restricted Rights at 48 CFR 52.227-19, as applicable. Contractor/manufacturer is FileNet Corporation, 3565 Harbor Blvd., Costa Mesa, California 92626.
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