BUSINESS OBJECTS LICENSE AGREEMENT
IMPORTANT-READ CAREFULLY: THIS IS A LEGAL AGREEMENT BETWEEN YOU AND BUSINESS OBJECTS FOR THE BUSINESS OBJECTS SOFTWARE PRODUCT ACCOMPANYING THIS AGREEMENT, WHICH MAY INCLUDE COMPUTER SOFTWARE, ASSOCIATED MEDIA, PRINTED MATERIALS AND ONLINE OR ELECTRONIC DOCUMENTATION (“SOFTWARE”). BEFORE CONTINUING WITH THE INSTALLATION OF THE SOFTWARE, YOU MUST READ, ACKNOWLEDGE AND ACCEPT THE TERMS AND CONDITIONS OF THE SOFTWARE LICENSE AGREEMENT THAT FOLLOWS (“AGREEMENT”). IF YOU DO NOT ACCEPT THE TERMS AND CONDITIONS OF THE AGREEMENT, YOU MAY RETURN, WITHIN THIRTY (30) DAYS OF PURCHASE, THE SOFTWARE TO THE PLACE YOU OBTAINED IT FOR A FULL REFUND.
1. GRANT OF LICENSE. Business Objects grants you a nonexclusive and limited license to use the Software products and functionalities for which you have paid the applicable fees solely for your internal business purposes and in accordance with the terms and conditions of this Agreement. The Software is licensed, not sold, to you. If you acquired this product as a special offer or as a promotional license included with another Business Objects product, additional restrictions apply as set forth in section 3.7 below. If you acquired this product bundled or in combination with a third party product, you may only use the Software with the third party product as described in section 3.6 (“Restricted License”) below. This license does not apply to any other software program provided with the Software, including promotional software, which is governed by the online software license agreement included with that software.
“Business Objects” is Business Objects S.A. or one of its subsidiaries.
2. INSTALLATION AND USE. You may install and use the Software only in the configuration and for the number of licenses acquired by you. You may also install non-production copies of the Software as is reasonably necessary for disaster recovery, emergency restart and backup, including, but not limited to making copies for such purposes for use at one or more disaster recovery sites. In order to exercise your rights to the Software under this License Agreement you must activate your copy of the Software in the manner described during the launch sequence. Business Objects may control the number and type of licenses and the use of the Software by key codes.
3. LICENSE TYPES AND DEFINITIONS.
3.1. Named User License (“NUL”). When the Software is licensed on a Named User basis, each individual Named User must be specifically identified as the sole holder of a NUL. The sharing of the NUL by more than one individual is expressly prohibited. In addition, NUL(s) may not be transferred from one individual to another unless the original end user no longer requires, and is no longer permitted, access to the Software. NUL(s) are assigned to a single Deployment and may not be shared among different Deployments.
3.2. Concurrent Access License (“CAL”). When the Software is licensed on a Concurrent Access basis, the aggregate number of end users accessing the Software at any one time may not exceed the number of CALs you have obtained. CAL(s) are assigned to a particular Deployment, and may not be shared among different Deployments. When using Concurrent Access licenses, you may not utilize a program or system to cache or queue report requests.
3.3. Processor License. When the Software is licensed on a Processor basis, the aggregate number of central processing units (“Processors”) running any Software components(s) (except the Web Connector, SDK, Report Publishing Wizard and report viewers) may not exceed the number of Processors licensed. A multi-core chip Processor with N processor cores shall be counted as N Processors.
3.4. DISU License. When the Product is licensed on a Data Integrator Server Unit (“DISU”) basis, the Product may be loaded onto a single computer with up to four Processors.
3.5. LPAR License (DB2 Information Integrator only). A LPAR license permits use of the Product with a single data source on a single logical partition as implemented by IBM.
3.6. Embedded Report Engine License (Crystal Reports for Eclipse only). An Embedded Report Engine License authorizes you to install and use on a single server any applications, modules, reports, scripts, or other works prepared, modified, or supplemented using Crystal Reports for Eclipse (herein an “ERE License”). The initial ERE License shall be limited to a single server consisting of not more than four (4) Processors. Any additional ERE Licenses acquired for the same Deployment shall be licensed on a per server basis without regard to the number of Processor(s) on each such server.
3.7. Restricted License. If you acquired the Software bundled or otherwise provided in combination with or for use with a third party product (“OEM Application”), you have acquired a Restricted License. You may use each licensed copy of the Software only in conjunction with the OEM Application with which it was provided. Accessing data that is not specifically created or processed by the OEM Application is in violation of this license. If the OEM Application requires the use of a data mart or data warehouse, the Software may be used with the data mart or data warehouse only to access data created or processed by the OEM Application. Restricted Licenses may not be combined with unrestricted licenses in the same Deployment.
3.8. Development License. If you receive a Development License, you may use the number and type of licenses acquired only to develop or test reports and applications. A Development License cannot be used in or transferred to a production environment.
3.9. Update License. If you received the Software as an update to a previously licensed product, your license to use the Software is limited to the aggregate number of licenses you have acquired for the previous product. If you choose to use the Software and the previous product simultaneously, the aggregate number of licenses used to access the Software and the previous product may not exceed the aggregate number of licenses you acquired for the previous product.
3.10. Promotional License. If you received the Software as a special offer or promotional license (“Promotional License”), you may only use the Promotional Licenses with a new Deployment. Promotional Licenses may not be added to or used with an existing Deployment or Project.
3.11. Evaluation/Not for Resale License. An Evaluation or Not For Resale license may be used only for the number and type of licenses specified and for the period specified on the Software packaging, ordering or shipping documentation. If the ordering or shipping documentation specifies a particular project, the Software may be used only with that project. An Evaluation License may only be used for evaluation purposes and may not be used for production purposes. You may not re-sell or otherwise transfer an Evaluation or Not for Resale License. Notwithstanding any other provision of this Agreement, Software provided under an Evaluation or Not for Resale licenses is provided “AS-IS” without warranty of any kind, express or implied. An Evaluation License or Not for Resale License may be terminated by Business Objects at any time.
3.12. Definitions. “Deployment” means a single installation of one of the following Software modules: Repository, Security Domain, Central Management Server (“CMS”) or CMS Cluster. “Project” means one or more Deployments (a) providing the same or substantially similar reports; (b) utilizing the same or a substantially similar custom application interface; or (c) used with applications consisting of related modules or components.
4. PRODUCT SPECIFIC USE RIGHTS.
4.1. Performance Management Application Modules/Solutions and Dashboard Manager. The software components, tools and utilities supplied with a Performance Management Application Module, Performance Management Application Solution, or Dashboard Manager may only be used with the product with which they were provided. In addition, the Web Intelligence utilities provided with Dashboard Manager may only be used to view the analytic templates provided with Dashboard Manager.
4.2. BusinessObjects Enterprise and Crystal Enterprise. You may not combine licenses for different editions of BusinessObjects Enterprise or Crystal Enterprise in a single Deployment (for example, Premium licenses may not be combined with Professional licenses in the same Deployment). You may use BusinessObjects Enterprise Professional and Crystal Enterprise Professional to publish and distribute only one of Business Objects’ proprietary report format types (Crystal Reports, OLAP Intelligence/Crystal Analysis, WebIntelligence or BusinessObjects). If you wish to publish and distribute more than one report format type, you must acquire BusinessObjects Enterprise Premium or Crystal Enterprise Premium. Notwithstanding the foregoing, if you migrate from a combined BusinessObjects and WebIntelligence Deployment to BusinessObjects Enterprise Professional, you may use both BusinessObjects and WebIntelligence report types in that Deployment.
4.3. BusinessObjects Enterprise Professional and Crystal Enterprise Professional Options. BusinessObjects Enterprise Professional Options and Crystal Enterprise Professional Options are licensed as add-ons to a Deployment. Options include Crystal Reports Explorer, Auditor, Live Office, Integration Kits for third party applications and other products designated as BusinessObjects Enterprise or Crystal Enterprise Options. The number and type of Option licenses must match the number and type of licenses in the Deployment in which the Options are used.
4.4. BusinessObjects Rapid Marts Products. When licensing the BusinessObjects Rapid Marts Product, a license for BusinessObjects Data Integrator Product must also be obtained. If the BusinessObjects Rapid Marts Product is licensed with the BusinessObjects Data Integrator Product, an individual BusinessObjects Rapid Marts Product license must be obtained for each BusinessObjects Data Integrator Product license. Copying one BusinessObjects Rapid Marts Product license and then deploying it to other instances is prohibited. In addition to the foregoing, you must license certain applicable application interfaces.
4.5. BusinessObjects Data Integrator Products. If you desire to deploy a DISU license to access enterprise data sources such as packaged applications, mainframes, or technology infrastructure products (“Enterprise Data Sources”), you must obtain individual BusinessObjects Data Integrator Interface licenses.
4.6. BusinessObjects Data Integrator Interfaces. When licensing the BusinessObjects Data Integrator Interfaces, licenses for BusinessObjects Data Integrator Product must also be obtained. An individual interface license must be acquired for each BusinessObjects Data Integrator Product license. If multiple instances of an Application, Technology, or Mainframe type are accessed by the BusinessObjects Data Integrator Interface, then one interface license must be acquired for each instance. If multiple instances of a Database type are accessed by the BusinessObjects Data Integrator Interface, then only one interface license must be acquired for that Database type. Unlike other Interfaces, Database interfaces are charged per database type and not per instance.
4.7. BusinessObjects Knowledge Accelerator Product. The BusinessObjects Knowledge Accelerator Product may be used to meet your employee training needs for the number of employees identified to Business Objects (“Employees”) and may not be used by or on behalf of any third party. You shall purchase additional licenses equal to the number of additional or new Employees to be trained. Any customization tools included with the BusinessObjects Knowledge Accelerator Product (RWD Info Pak Simulator, Publisher and Web Architect) shall be used only for modifying or customizing the content developed by BusinessObjects Knowledge Accelerator Product, and only by two instructional designers and one administrator. You shall not modify such tools, or use such tools to develop other content, including content related to other Business Objects products.
4.8. BusinessObjects Publisher. BusinessObjects Publisher may be licensed in one of the following ways: 1) On a Processor basis; or 2) Each recipient of a report generated by BusinessObjects Publisher must have a Named User license.
4.9. Crystal Reports for Eclipse. Crystal Reports for Eclipse may be licensed in one of the following ways: 1) In the form of a no-fee Development License which may be downloaded at www.businessobjects.com/eclipse following completion of the required registration information; or 2) in the form of production use ERE Licenses pursuant to your completion and submission of appropriate ordering documentation and payment of applicable license and Support fees. Unless otherwise explicitly agreed to in writing each license of Crystal Reports for Eclipse acquired by you has been acquired in the form of a Development License. If you have acquired a Development License of Crystal Reports for Eclipse you may not use the Product in a production environment nor may you use or deploy for production purposes any applications, modules, reports, scripts, or other works prepared, modified, or supplemented using a Development License of Crystal Reports for Eclipse. You may not remove or obscure any watermark produced on reports developed and/or modified using a Development License for Crystal Reports for Eclipse. If you wish to deploy and use any applications, modules, reports, scripts, or other works prepared, modified, or supplemented using a Development License of Crystal Reports for Eclipse and/or remove any watermark(s) set forth thereon you may do so by paying the applicable license fees for production use ERE Licenses of Crystal Reports for Eclipse.
5. OWNERSHIP. Business Objects and/or its suppliers retain all right, title and interest in and to the Software and all copies at all times, regardless of the form or media in or on which the original or other copies may subsequently exist. You neither own nor hereby acquire any claim or right of ownership to the Software or to any related patents, copyrights, trademarks or other intellectual property. You agree to use reasonable efforts to prevent and protect the contents of the Software from unauthorized disclosure or use. Business Objects and/or its suppliers reserve all rights not expressly granted to you. Business Objects’ suppliers are the intended third party beneficiaries of this License Agreement and have the express right to rely upon and directly enforce the terms set forth herein.
6. COPYRIGHT. The Software is copyrighted by Business Objects and/or its suppliers and is protected by United States copyright and patent laws and international treaty provisions. You may not copy the Software except: (a) to provide a backup copy; or (b) to install the Software components licensed by you, as set forth in Sections 2 and 3, on to computers as part of executing the Software. Solely with respect to the documentation included with the Software, you may make a reasonable number of copies (either in hardcopy or electronic form), provided that such copies shall be used only by licensed end users in conjunction with their use of the Software and are not republished or distributed to any third party. You must reproduce and include all copyright notices, trademarks or other proprietary legends of Business Objects and its suppliers on any copy of the Software or documentation made by you. Any and all other copies of the Software made by you are in violation of this License Agreement.
7. RESTRICTIONS. Except as expressly permitted by this License Agreement you may not: (a) lease, loan, resell, sublicense, or otherwise distribute the Software; (b) use the Software to provide or operate Application Service Provider (ASP), service bureau, marketing, training, outsourcing services, or consulting services, or any other commercial service related to the Software or to develop training materials; (c) modify or translate the Software except as necessary to configure the Software using the menus, options and tools provided for such purposes and contained in the Software; (d) in any way reverse engineer, disassemble or decompile the Software or any portion thereof except to the extent and for the express purposes authorized by applicable law notwithstanding this limitation; (e) sublicense, assign, rent, sell, lease, distribute or otherwise transfer the Software or any of the rights granted by this License Agreement without the express written permission of Business Objects; (f) use the Software to develop a product which is competitive with any Business Objects product offerings; (g) use the Software to develop a product that converts the report file (.RPT) format to an alternative report file format used by any general-purpose report writing, data analysis or report delivery product that is not the property of Business Objects; (h) alter, disassemble, decompile, translate, adapt, or reverse-engineer the report file (.RPT) format; (i) use unauthorized keycodes to access additional Software functionality or performance; and (j) disclose any Software benchmark results to any third party without Business Objects’ prior written approval. If you wish to develop and/or test an interface to the Software or merge the Software with any other software, you shall inform Business Objects and Business Objects, at its option, may provide you with information sufficient to enable interoperability between the Software and such other software or products.
8. LIMITED WARRANTY AND REMEDY.
(a) Business Objects warrants to you that: (i) for a period of thirty (30) days from delivery of the Software, the Software will substantially conform to the functional description set forth in its associated documentation; and (ii) for a period of thirty (30) days from delivery the physical media (e.g., diskettes or CD-ROM) and physical documentation containing the Software will be free from defects in materials and workmanship. Any implied warranties on the Software and media are limited to thirty (30) days from delivery, to the extent such warranties cannot be disclaimed under Section 8(c) below. The above warranties specifically exclude defects resulting from accident, abuse, unauthorized repair, modifications, or enhancements, or misapplication. Business Objects does not warrant that use of the Software will be uninterrupted or error free. Delivery of additional copies of, or revisions or upgrades to, the Software, including releases provided under Support Services, shall not restart or otherwise affect the warranty period.
(b) Your exclusive remedy for breach of the above-stated limited warranty shall be, at Business Objects' option, either: (i) correction or replacement of the Software with product(s) which conform to the above-stated limited warranty; or (ii) return of the price paid for the Software and termination of this License Agreement with respect to those copies not in compliance. Such remedy shall be provided to you by Business Objects only if you give Business Objects written notice of any breach of the above-stated limited warranty, within thirty (30) days of delivery of the Software.
(c) EXCEPT FOR EXPRESS WARRANTIES STATED IN THIS SECTION 8 AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE PRODUCTS AND SERVICES ARE PROVIDED “AS IS”, AND BUSINESS OBJECTS AND ITS SUPPLIERS DISCLAIM ALL OTHER WARRANTIES, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTY (I) OF MERCHANTABILITY, (II) OF FITNESS FOR A PARTICULAR PURPOSE, OR (III) OF NON-INFRINGEMENT OF THIRD PARTY RIGHTS. Some states/jurisdictions do not allow the exclusion of implied warranties, so the above exclusion may not apply to you, and you may have other legal rights that vary from state to state or by jurisdiction.
9. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, in no event will BUSINESS OBJECTS or its DISTRIBUTORS, SUPPLIERS or aFFILIATES be liable TO you OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, ANY LOST PROFITS OR REVENUES, LOSS OR INACCURANCY OF ANY DATA, OR COST OF SUBSTITUTE GOODS, REGARDLESS OF THE THEORY OF LIABILITY (INCLUDING NEGLIGENCE) AND EVEN IF BUSINESS OBJECTS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BUSINESS OBJECTS AND ITS SUPPLIERS’ AGGREGATE LIABILITY TO YOU FOR ACTUAL DIRECT DAMAGES FOR ANY CAUSE WHATSOEVER SHALL BE LIMITED TO THE PRODUCT LICENSE FEES PAID BY YOU FOR THE PRODUCT OR THE FEES PAID BY YOU FOR THE SERVICE DIRECTLY CAUSING THE DAMAGES. THESE LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. THE FOREGOING ALLOCATION OF RISK IS REFLECTED IN THE FEES CHARGED UNDER THIS LICENSE AGREEMENT. Some states/jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages, so the above limitation may not apply to you.
10. SUPPORT SERVICES. If you purchased Support Services, Business Objects will provide to you product support services for the Software in accordance with Business Objects then current Support Services terms and conditions. If you purchase Support Services for the Software, you must purchase Support Services for all authorized copies of said Software in your possession.
11. TERMINATION. This Agreement is effective until terminated. You may terminate this License Agreement at any time by providing Business Objects with written notice, provided that you have complied with the return and/or destruction policy set forth below. However, you shall receive a refund of your license fee only if this Agreement is terminated in compliance with Section 8 hereof. If you ordered an Evaluation License for the Software that is time disabled, this Agreement will automatically terminate after the Evaluation Period, and you agree not to avoid, or attempt to avoid, any applicable time limitation. This Agreement may be terminated by Business Objects if: (i) you fail to pay the license fees and other charges set forth at the time of your order; or (ii) you fail to comply with any of the terms and conditions set forth in this Agreement and do not remedy such failure within thirty (30) days after receiving notice thereof. Upon any termination of this Agreement, you agree to: (i) immediately cease all use of the Software, including the use and distribution of any Custom Applications incorporating the Software; and (ii) either return the Software to Business Objects or destroy same, and certify to Business Objects, in writing, that all copies and partial copies thereof have been returned or completely destroyed and are no longer being used. Sections 5, 6, 8(c), 9, 11, 12, 13, 14, and 15 shall survive any termination of this License Agreement.
12. AUDIT. During the term of this Agreement and for three (3) years after termination or expiration, Business Objects may audit, upon reasonable notice to you and at Business Objects’ expense, your books and records to determine your compliance with this Agreement. In the event any such audit reveals that you have underpaid Business Objects by an amount greater than five percent (5%) of the amounts due Business Objects in the period being audited, or that you have knowingly breached any material obligation hereunder, then, in addition to such other remedies as Business Objects may have, you shall pay or reimburse to Business Objects the cost of the audit.
13. GENERAL. Except as otherwise preempted by United States federal law, this Agreement is governed by the laws of the State of California, United States, without reference to conflict of laws provisions or the United Nations 1980 Convention on Contracts for the International Sale of Goods and any amendments thereto. If any provision of this Agreement is ruled invalid, such invalidity shall not affect the validity of the remaining portions of this Agreement. This Agreement constitutes the entire agreement between you and Business Objects, and supersedes any prior agreement, whether written or oral, relating to the subject matter of this Agreement. This Agreement may not be modified except by an instrument in writing duly signed by an authorized representative of each of the parties. If you are acquiring the Software on behalf of an entity, you represent and warrant that you have the legal capacity to bind such entity to this Agreement. All terms of any purchase order or other ordering document submitted by you shall be superseded by this License Agreement. In the event you and Business Objects have executed a mutually agreed upon Master Software License Agreement (“MSLA”) and acquired the Software pursuant to such MSLA, the terms of the MSLA shall govern your use of the Software and the terms of this Agreement shall be superseded by the MSLA. The product name for the Software is a trademark or registered trademark of Business Objects. Should you have questions concerning this License Agreement, please contact your local Business Objects sales office or authorized reseller, or write to: Business Objects, Attn: Contracts Department, 3030 Orchard Parkway, San Jose, CA 95134.
14. U.S. GOVERNMENT RESTRICTED RIGHTS. The Software is a "commercial item," as that term is defined at 48 C.F.R. 2.101 (Oct. 1995), consisting of "commercial computer software" and "commercial computer software documentation," as such terms are used in 48 C.F.R. 12.212 (Sept. 1995). Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4 (June 1995) (or an equivalent provision, e.g., in supplements of various U.S. government agencies, as applicable), all U.S. Government users acquire the Software with only those rights set forth herein. Manufacturer is Business Objects, 3030 Orchard Parkway, San Jose, CA 95134.
15. EXPORT CONTROLS. You acknowledge that the Software is of U.S. origin. You agree to comply with all applicable international and national laws that apply to the Software, including the U.S. Export Administration Regulations, as well as end-user, end-use and destination restrictions issued by U.S. and other governments.
16. ORDER TERMS. Purchase orders conforming to Business Objects purchase order requirements may be accepted from qualified companies. All pre-printed terms of any purchase order shall have no effect. Payment terms are net-30 days from date of invoice. FOB Business Objects facility. Business Objects specifically disclaims price guarantees of any kind. You are responsible for payment of all applicable sales, use, consumption, VAT, GST, and other taxes and all applicable export and import fees, custom duties and similar charges, excluding taxes based on Business Objects net income.
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