BLUE PLANET SOFTWARE, INC. END USER LICENSE AGREEMENT
IMPORTANT: YOU MUST READ AND AGREE TO THE TERMS OF THIS END USER LICENSE AGREEMENT WHICHGOVERNSYOURUSEOFTHESOFTWAREPROVIDEDBYBLUEPLANETSOFTWARE,INC. (“BLUE PLANET”).
This End User License Agreement, including the related Quote, as applicable (collectively the “Agreement”), is a legal agreement between You and Blue Planet. “You” and “Your” means the individual or legal entity licensing the Software under this Agreement. “Software” means the software programs detailed in the applicable Quote, including any Upgrades made available to You by Blue Planet via Support. “Support” means Blue Planet’s Software maintenance and support program a description of which can be found at the following link: http://www.blueplanet.com/blue-planet-contract-documents and which is indicated on the Quote. “Affiliate” means any entity that controls, is controlled by, or is under common control with either Party hereto. “Control” means direct or indirect ownership of at least fifty percent (50%) of the stock or shares having the right to vote for the election of directors or other interest with the power to direct the management and policies of such entities.
 
“Documentation” is the user or technical manuals, training materials, specifications or other documentation
applicable to the Software, as updated from time to time, and made available to You. “Quote” means the document detailing the Software licensed by You that is either signed by You or accepted upon Your issuance of a purchase order to Blue Planet or an Affiliate or parent of Blue Planet or to an Authorized Reseller. “Subscription” is a fee-bearing subscription of Software for a defined period of time. “Fees” are the amounts to be paid by You to Blue Planet for the Software, including Usage Fees and Support fees as set forth in the applicable Quote. “Upgrades” means all updates, upgrades, bug fixes, error corrections, enhancements and other modifications to the Software. “Use” or “Using” means to download, install, activate, access or otherwise use the Software according to the Documentation. “Usage Fees” means the basis upon which Software usage fees are determined and as set forth in the applicable Quote. The terms of this Agreement apply to Your Use of the Software and Documentation whether such has been provided by Blue Planet, an Affiliate of Blue Planet,
or by means of an authorized reseller, distributor, or systems integrator (“Authorized Reseller”).
Acceptance of Agreement. By Using the Software or by executing or agreeing to the terms of a Quote that references this Agreement, You agree to the following:
1. Agreement. You agree to be bound by this Agreement. If You are accepting this Agreement on behalf of another person, company or other legal entity (whether as an employee, contractor, distributor, reseller, partner, agent or otherwise), You represent and warrant that You have full authority to bind them. To the extent an Affiliate of Yours executes or accepts the terms of a Quote, such Affiliate of Yours agrees to be bound by the terms of this Agreement as if it were an original party hereto. In such event that a third party downloads or otherwise provides the Software and Documentation for You and/or installs or activates the Software on Your behalf, such third party will be deemed to be Your agent and You will be deemed to have accepted this Agreement as if You had directly Used the Software. If You do not agree with this Agreement, neither You nor the entity You represent may Use the Software.
2. License Grant. Subject to Your payment of the applicable Fees and compliance with this Agreement, Blue Planet grants You a limited, non-exclusive, non-transferable, non-sublicensable license to Use the object code form of the Software, and the Documentation, solely for Your internal use in accordance with its intended purpose as set forth in the Documentation. If the Software is licensed for a specified term and/or usage levels as set forth on the Quote or is otherwise subject to any license limitations or restrictions as set forth in the applicable Quote, Your license to the Software is valid solely to the extent of any such term, usage, or other applicable limitations or restrictions therein. You may only Use the number of instances of the Software for which You have ordered and paid the applicable license fee set forth in the Quote. Your right to Use the Software begins on the date the Software is made available for download and continues until the end of the specified term, unless otherwise terminated in accordance with this Agreement. You may make one copy of Software and Documentation solely for backup and archival purposes. If any Software is subject to a free or open source license that provides You with rights to Use, copy or modify a software program that are broader than the license above, then such rights shall take precedence, but only for those portions of the Software to which the open source license applies. You may permit a third party to Use the Software licensed to You under this Agreement if such Use is solely (i) on Your behalf, (ii) for Your internal operations, and (iii) in compliance with this Agreement. You will obtain written consent from Blue Planet in advance of using any such third party and You agree that You are liable for any breach of this Agreement by such third party.
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3. Non-Production License. If You license the Software for evaluation purposes or other limited, temporary Use (e.g., a lab license or trial license) as authorized by Blue Planet (“Non-Production Software”), Your Use of the Non-Production Software is permitted only for the period provided by the license key or otherwise stated in the Quote or the Blue Planet site from which You obtain the Non-Production Software (“License Term”). Within 3 business days of the end of the License Term, You, at Your own expense, will permanently remove the Non-Production Software from Your equipment, unless the Non-Production Software is automatically removed by Blue Planet. You will be invoiced for the list price of the Non-Production Software if You fail to return or stop Using the Non-Production Software by the end of the License Term. Unless otherwise indicated on a Quote, the Non-Production Software is licensed “as-is” without support or warranty of any kind, expressed or implied. Blue Planet does not assume any liability arising from any Use of the Non-Production Software. You may not publish any results of benchmark tests run on the Non-Production Software without first obtaining written approval from Blue Planet. You authorize Blue Planet to use any feedback or ideas You provide Blue Planet in connection with Your Use of the Non-Production Software.
4. Restrictions. Except as expressly permitted in this Agreement, You will not and will not allow any third party to: (a) copy, reproduce, adapt, translate, publish, or display the Software or Documentation; (b) sublicense, rent, lease, lend, transfer, or distribute the Software or Documentation; (c) modify, adapt or create derivative works (including without limitation improvements, enhancements, revisions, or modifications) based upon the Software or Documentation; (d) decompile, disassemble, decrypt, reverse engineer, alter or disable any existing content protection mechanism, or otherwise attempt to derive the source code of the Software or any part thereof; (e) upload onto the Internet, permit downloading from the Internet or otherwise make the Software or Documentation accessible to third parties or anyone via the Internet, or any other publicly accessible computer network; or (f) destroy, remove, conceal or otherwise alter any product identification, copyright, proprietary or similar intellectual property marks or notices on or within the Software or Documentation. The foregoing restrictions apply equally to any copy of the Software or Documentation that You are expressly permitted to make under this Agreement.
5. Third Party Beneficiaries. To the extent the Software includes software licensed to Blue Planet by third parties, those third parties are third party beneficiaries of, and may enforce, the applicable elements of this Agreement.
6. Title; Ownership. Blue Planet and its licensors (as applicable) retain all right, title and interest in the Software and Documentation and any derivative works and copies thereof. All right, title and interest in any change, modification or, improvement to the Software, and ideas, concepts, techniques, inventions, processes, or works of authorship related to the Software regardless of the source of such change, modification or improvement belongs exclusively to Blue Planet. You further agree that any device plug-ins, resource adaptors, service templates or similar items developed by Blue Planet shall at all times remain the sole property of Blue Planet and that no right, title or interest therein is transferred to You hereunder. You shall make no claim to any modifications or enhancements to the Software, plug-ins, resource adaptors, service templates or similar items regardless of the source of such modifications or enhancements. No transaction regarding Software hereunder shall be deemed a sale of goods.
7. Invoices and Payment. Blue Planet will invoice You for the applicable license Fees on the date the Software is made available for download. You agree to pay Blue Planet the applicable license Fees as set out in the Quote. Blue Planet will invoice You for Support (annually) in advance. Support shall be purchased at the time You purchase the Software and will commence on the date the Software is made available for download. All payments shall be in U.S. dollars and shall be paid net 30 days from the date of invoice. You agree that license of Software and the provision of Support under this Agreement is not contingent upon the availability of any future features or functionality therein. All Fees and prices exclude costs of freight, insurance and similar charges for the delivery of Software to You. You are responsible for, and all Fees and prices are quoted exclusive of, any sales and use taxes, VAT tariffs, duties, or other taxes or charges, imposed by any government authority and based on the value or amount sold or licensed under this Agreement, with the exception of any taxes based on the net income of Blue Planet. If any such taxes, freight, or similar charges are paid by Blue Planet, Blue Planet shall invoice You for such amounts and You shall immediately reimburse Blue Planet upon receipt of such invoice. If You purchased the Software from a Blue Planet Authorized Reseller, the payment terms in Your agreement with the Authorized Reseller shall take precedence over the payment terms set forth in this Section
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7. Additionally, the Authorized Reseller will send You all invoices under this Agreement pursuant to the terms of this Section.
8. Limited Warranty and Disclaimers. Blue Planet represents and warrants that the Software, will under normal Use, substantially conform to the Software Documentation for a period of thirty (30) days following the date the Software is made available to You (“Warranty Period”). Warranty claims must be made to Blue Planet in writing within the Warranty Period. Blue Planet will, at its sole discretion, use commercially reasonable efforts to provide a suitable fix, patch or workaround for the nonconformance or provide a replacement version of the Software that conforms to the published Software Documentation. Blue Planet warrants that using the Software as permitted under this Agreement in accordance with its published interfaces and Documentation will not require You to disclose or otherwise make available the source code for any software incorporating, linking to, or otherwise using the Software or developed using the Software.
8.1 Exclusions. The limited warranty above does not apply if the Software (a) has been altered by You or any third party acting on Your behalf unless such alteration was authorized in advance by Blue Planet, (b) was combined with software, hardware, data or processes not provided by Blue Planet or specified in the Documentation supplied by Blue Planet (c) has not been installed, operated, repaired, or maintained in accordance with Documentation supplied by Blue Planet, or (d) has not been provided to You by Blue Planet or a Blue Planet Authorized Reseller. Blue Planet does not warrant that the Software will operate uninterrupted or error free.
8.2 Disclaimer. THIS WARRANTY IS YOUR SOLE REMEDY AND BLUE PLANET’S SOLE LIABILITY FOR DEFECTIVE OR NONCONFORMING SOFTWARE , AND IS IN LIEU OF ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND IS BETWEEN BLUE PLANET AND YOU (AS THE ORIGINAL PURCHASER) AND MAY NOT BE TRANSFERRED OR ASSIGNED, BY OPERATION OF LAW OR OTHERWISE, WITHOUT BLUE PLANET’S PRIOR WRITTEN CONSENT.
9.
10. Intellectual Property Indemnity. Blue Planet will defend or settle at its own expense any suit or proceeding made or brought against You by a third party alleging that the Software (including associated Documentation) infringes or misappropriates such third party’s U.S. patents, copyrights or trade secrets. Blue Planet will indemnify You from and against any damages and costs finally adjudged or awarded against You on account of such infringement; provided, however, that You shall have given prompt written notice to Blue Planet of the commencement of the suit or proceeding or any written threat to bring a suit or proceeding and shall cooperate with Blue Planet to facilitate the defense of any such suit, proceeding or threat. If You seek indemnification under this Section, Blue Planet shall have the right by its counsel to defend or settle the suit or proceeding; and You shall not settle or compromise any such suit or proceeding without the prior written consent of Blue Planet.
10.1 Further Remedy. If any Software becomes the subject of a claim of infringement or misappropriation, or in Blue Planet’s opinion is likely to become the subject of such a claim, Blue Planet may at its option, either (a) procure for You the right to continue using the Software, (b) modify or replace the Software to make it noninfringing, or (c) require You to return the Software and, in such event, refund the purchase price paid by You for it, less depreciation on a straight line basis over three years.
10.2 Exclusions. Blue Planet shall have no liability or obligation, including, without limitation, to defend or indemnify You, regarding any claim arising out of: (i) use of other than the most current, unaltered release of the Software, unless the infringing portion is also in the the most current release; (ii) use of the Software outside the scope of the Agreement or Documentation; (iii) use of the Software in combination with any non-Blue Planet provided or specified software or hardware, if the claim would not have arisen but for such combination; (iv) any modification, alteration or derivation of the Software not specifically
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Support. Blue Planet requires the purchase of Software Support for its Software offerings – a description of the Support offering can be found link: http://www.blueplanet.com/blue-planet-contract-documents. Support is activated upon delivery of the Software. If You have paid for a perpetual license, Support is provided for either an annual or multi-year periods as set forth on the applicable Quote. If You have purchased a Subscription license, Support is included in the Subscription Fees. All Support is non-refundable and non- cancelable.
 
BLUE PLANET SOFTWARE, INC. END USER LICENSE AGREEMENT
authorized in writing by Blue Planet; or (v) use of the Software under a Quote for which there is no charge.
THE FOREGOING STATES THE SOLE LIABILITY OF BLUE PLANET AND YOUR SOLE REMEDY RELATING TO CLAIMS OF INFRINGEMENT OR MISAPPROPRIATION OF ANY U.S. PATENT, COPYRIGHT, TRADE SECRET OR OTHER PROPRIETARY RIGHT BY THE SOFTWARE OR DOCUMENTATION.
11. Limitation and Exclusions of Liability. IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES BE LIABLE FOR ANY (A) LOST PROFITS, LOSS OF DATA, DOWNTIME COSTS OR CLAIMS; OR (B) INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES RESULTING FROM OR ARISING OUT OF THIS AGREEMENT, WHETHER OR NOT EITHER PARTY HAS BEEN ADVISED, KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. THE AGGREGATE LIABILITY OF BLUE PLANET AND ITS AFFILIATES UNDER OR IN RELATION TO THIS AGREEMENT, WHETHER ARISING OUT OF BREACH OF CONTRACT (INCLUDING BUT NOT LIMITED TO BREACH OF WARRANTY) OR TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE AND STRICT LIABILITY) OR UNDER AN INDEMNIFICATION PROVISION SHALL IN NO EVENT EXCEED THE AGGREGATE AMOUNT PAID BY YOU TO BLUE PLANET UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD PRIOR TO THE DATE THAT THE LOSS OR DAMAGE OCCURRED. This limitation on direct damages will not apply to claims for damages for bodily injury (including death) and damage to real property for which Blue Planet or its Affiliates are legally liable.
12. Confidentiality. “Confidential Information” means all nonpublic information disclosed by a party ("Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as “confidential” or that, given the nature of the information or circumstances surrounding its disclosure, should reasonably be understood to be confidential. Notwithstanding the foregoing, “Confidential Information” does not include any information that: (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party. You acknowledge that the Software and Documentation contain Blue Planet trade secrets and agree to treat the same as Confidential Information subject to the confidentiality obligations of this Agreement. Each party will protect the Confidential Information of the other. Accordingly, Receiving Party agrees to: (i) protect the Disclosing Party’s Confidential Information using the same degree of care (but in no event less than reasonable care) that it uses to protect its own Confidential Information of a similar nature; (ii) limit use of Disclosing Party’s Confidential Information for purposes consistent with this Agreement, and (iii) use commercially reasonable efforts to limit access to Disclosing Party’s Confidential Information to its employees, contractors and agents or those of its Affiliates who have a bona fide need to access such Confidential Information for purposes consistent with this Agreement and who are subject to confidentiality obligations no less stringent than those herein. Notwithstanding the foregoing terms, the Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law enforcement agencies or regulators to do so, provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. Additional details on Blue Planet’s privacy policies are available at https://www.blueplanet.com/blue-planet-contract-documents/blue- planet-privacy-policy.html.
13. Usage Reporting. Upon Blue Planet or its Authorized Reseller’s request, You shall provide Blue Planet or such Authorized Reseller with quarterly usage reports generated by the Software during the Term of the Agreement and for a period of twelve (12) months thereafter. If any such usage report discloses non- compliance with licensed usage, You shall promptly pay to Blue Planet or the Authorized Reseller, as applicable, the appropriate license Fees for such additional usage.
14. Term and Termination. This Agreement is effective until terminated. If either party commits a material breach of the terms of this Agreement, the non-breaching party may terminate this Agreement if such breach is not cured within thirty (30) days of written notice thereof notice. Any termination of this Agreement shall not relieve You from Your obligations to immediately pay Blue Planet or its Authorized Reseller, as applicable, the Fees and expenses due and payable under this Agreement or such Authorized Reseller agreement, as applicable. Upon termination, all rights to Use the Software cease, and You shall promptly destroy the original and all copies of the Software in Your possession or under Your control. Termination is not an exclusive remedy and all other
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remedies that the parities are otherwise entitled to by law shall remain. All payment obligations under this Agreement and Sections 4, 5, 6, 7, 10, 11, 12, 13, 14, 15 and 17 shall survive any termination of this Agreement.
15. Compliance with Laws; Export Regulations, Anti Bribery. You and Blue Planet agree to comply, at each’s own expense, with all applicable federal, state, local and foreign laws and regulations relating to the performance of this Agreement, including without limitation the United States Foreign Corrupt Practices Act (FCPA). Use of the Software is subject to Your compliance with applicable U.S. and international export control and trade sanctions laws, rules and regulations (“Export Control Laws”). You may not export, re-export, download or otherwise transmit the Software or Documentation in violation of any applicable Export Control Laws. You acknowledge that the Software and Documentation may not be exported, transmitted, or re-exported to, or otherwise used in: (a) any country subject to a U.S. embargo or trade sanctions or that has been designated a state sponsor of terrorism by the U.S. Government; or (b) anyone identified on any U.S. Government restricted party lists. You shall cooperate with Blue Planet in any inspection, audit or inquiry in respect of the same.
16. U.S. Government Use. The Software and accompanying and related Documentation, including manuals and technical data (collectively, “Delivered Items”) delivered pursuant to this Agreement are commercial products within the meaning of applicable civilian and/or military U.S. Federal Acquisition Regulations and any supplement thereto and were developed fully at private expense. Services provided pursuant to this Agreement are commercial services. If any user of these Delivered Items is an agency, department, employee, or other entity of the U.S. Government, the use, duplication, reproduction, release, modification, disclosure, or transfer of the Delivered Items is restricted by the terms, conditions, and covenants contained in this Agreement. All other use is prohibited. In accordance with U.S. Federal Acquisition Regulation 12.212 for civilian agencies, and U.S. Defense Federal Acquisition Regulation Supplement 227.7202 for military agencies, Software delivered pursuant to this Agreement is “commercial computer software” subject to the terms of the license set forth in this Agreement. For the avoidance of doubt, the provisions of FAR 52.227-19 Commercial Computer Software License shall not apply. Notwithstanding anything in this Agreement, its attachments, schedules or any Quote or Purchase Order issued hereunder to the contrary, any FAR or DFAR clauses incorporated herein (if any) shall (a) apply only to the extent expressly incorporated herein and applicable to the type of Delivered Items being delivered by Blue Planet hereunder and required to be flowed down to Blue Planet and (b) are further subject to any applicable exemptions or exceptions available to Blue Planet.
17.
Miscellaneous.
17.1 Notices. Notices must be in English, in writing, and will be deemed given when delivered by hand or five (5) days after being sent using a method that provides for positive confirmation of delivery to the respective addresses indicated in Quote; provided that any notice from You to Blue Planet includes a copy sent to: Blue Planet Software, Inc., Attention: General Counsel, 7035 Ridge Road, Hanover Maryland, 21076.
17.2 Force Majeure. Neither You or Blue Planet shall be liable for delays in or failures of performance (excluding failure to pay) under this Agreement due to unforeseen circumstances or causes beyond each party’s reasonable control (an “excusable delay”), including, but not limited to, war (including civil war), riots, embargoes, acts (whether sovereign or contractual) of civil or military authorities, acts or failures to act of any government, acts of terrorism, fires, floods, explosions, the elements, epidemics, quarantine restrictions or strikes. In the event of such an excusable delay, the affected party shall promptly notify the other party in writing of such delay and an equitable adjustment shall be made in the completion schedules and any other affected terms of this Agreement.
17.3 Governing Law. Except as set forth below, this Agreement shall be governed by the laws of New York (without regard to the conflict of laws provision thereof). This Agreement and the duties and obligations of the parties hereunder shall be enforceable against any of the parties in the courts of New York. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. Notwithstanding the foregoing, and subject to any alternative dispute resolution procedures, which may be agreed by You and Blue Planet, if You are domiciled in any of the following countries the governing law and jurisdiction will be as set forth below:
   Domiciled country Governing Law
Courts with jurisdiction
exclusive
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   Australia New Zealand Japan
Singapore Hong Kong
BLUE PLANET SOFTWARE, INC. END USER LICENSE AGREEMENT
Australia New Zealand Japan
Singapore
Hong Kong
Singapore or Hong Kong India
A court of competent jurisdiction in Australia
A court of competent jurisdiction in New Zealand
A court of competent jurisdiction in Japan.
A court of competent jurisdiction in Singapore.
A court of competent jurisdiction in Hong Kong.
A court of competent jurisdiction in Singapore or Hong Kong.
A court of competent jurisdiction in India
Neither party may assign or transfer this Agreement, nor any rights granted under it, nor delegate to a third person any duties or obligations under this Agreement, without the prior written consent of the other party. Notwithstanding the foregoing, either party shall, without consent of the other, have the right to assign or transfer all of its rights and obligations under this Agreement to an Affiliate or incident to a merger or sale of all or substantially all of its assets so long as the assignee/transferee agrees to be bound by the terms and conditions of this Agreement. In no event, however, may this Agreement be assigned to a competitor of Blue Planet or an affiliate of a competitor without Blue Planet’s prior written consent. You acknowledge and consent to the assignment of any purchase order under this Agreement by Blue Planet to an Affiliate or by an Affiliate to Blue Planet. You acknowledge that any license granted hereunder is subject to Section 365 of the U.S. Bankruptcy Code
and requires Blue Planet’s consent to any assignment in connection with a bankruptcy proceeding.
17.5 Waiver. No failure of either party to exercise any power given to it hereunder or to insist upon strict compliance by the other with any obligation or provisions hereunder, and no custom or practice of the parties at variance with the terms hereunder shall constitute a waiver of the right to demand exact compliance with the terms hereof. Waiver by a non-defaulting party of any right arising from a default of the other party shall not affect or impair the rights of the non-defaulting party with respect to any subsequent default by the other party of the same or of a different nature.
17.6 Complete Agreement. This Agreement constitutes the entire agreement of the parties with respect to its subject matter and supersedes all prior agreements, whether oral or written, including press releases, advertising and sales material. Pre-printed terms on purchase orders or acceptances to other terms via clickthrough agreements or otherwise; and other agreements with You, if any, unless expressly identified and agreed herein; shall have no effect on sales under this Agreement. No amendment of this Agreement shall be binding upon the parties unless evidenced in writing and signed by both parties.
17.7 No Agency. Neither party is authorized by this Agreement to make any representation, warranty, or commitment, or to assume any obligation or liability on behalf of the other.
17.8 Personnel. Blue Planet and You are each responsible for the supervision, direction, compensation and control of their own employees and subcontractors. Blue Planet may subcontract Support or portion thereof to subcontractors selected by Blue Planet provided that Blue Planet will remain fully responsible for the performance of such Support and its obligations hereunder.
17.9 Publicity. The parties agree to collaborate to issue a mutually agreed announcement or external communication (e.g., press release, blog post, case study, speaking submission, and/or other public-facing material) concerning this Agreement or the transactions which are the subject hereof. Any public announcement or external communication shall require the mutual written consent of both You and Blue Planet. Blue Planet may reference Your name or logo on its customer lists.
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