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BlueCielo TeamWork 2012 Release Notes | BlueCielo ECM Solutions |
This is a legally binding agreement between you, the end user (an enterprise in any legal form), and BlueCielo ECM Solutions B.V., the Netherlands, (hereinafter: "BlueCielo") which markets software products under the registered trademark InnoCielo® Meridian Enterprise, in this agreement referred to as the Software. If you do not agree with the terms and conditions of this agreement, promptly return this package (including written materials and containers) to your place of purchase for a full refund. By installing the Transaction Key(s) you agree to be bound by the terms of this license agreement.
Any Software provided to you by BlueCielo which updates / upgrades or supplements the original Software is part of the Software and is governed by this agreement, unless specifically agreed upon otherwise. Any software products provided by BlueCielo or its suppliers apart from this Software are governed by the terms and conditions of the agreement(s) which apply for those software products.
After reading this agreement and installing the license Transaction Key(s), please complete the InnoCielo Meridian Enterprise Registration form and return it to BlueCielo. Someone duly authorized to enter into this agreement must validate the InnoCielo Meridian Enterprise Registration form. The InnoCielo Meridian Enterprise Registration form returned will be part of this agreement. If you do not fully complete, validate and return the InnoCielo Meridian Enterprise Registration form, the Software will remain in temporary mode ("Unregistered") and will automatically stop functioning 30 days after the license Transaction Key(s) has (have) been installed. After having received your InnoCielo Meridian Enterprise Registration form completed and signed by a duly authorized representative, BlueCielo will provide your Site ID and your Authorization key(s), which will enable continued use of the Software in accordance with the terms and conditions of this license agreement.
Accessing or otherwise utilizing the Software (either in temporary or in permanent mode), installing the Transaction Key(s), clicking on the "I Agree" check box/button which is part of the set up procedure, breaking the seal on the container of the medium on which the software was provided to you, opening the envelope which contains the license keys and your returning the InnoCielo Meridian Enterprise Registration Form will confirm, both separately and individually, and (in so far as necessary) evidence your acceptance of these terms and conditions and the constitution of this license agreement. BlueCielo or one of its affiliates or authorized distributors or dealers will be the sole contact(s) for the support of InnoCielo® Meridian Enterprise Software.
Microsoft® SQL Server (TM) is a Microsoft® product. Microsoft Corporation will be an intended third party beneficiary of this agreement, with the right to enforce the appropriate number of Microsoft® product licenses required to use InnoCielo® Meridian Enterprise, thereby taking into account the number of users and Devices.
BlueCielo, and/or its suppliers, publish the Software. The Software is defined as all software, documentation and packaging. You must treat this product like any other copyrighted material. All intellectual property rights in and to the Software are owned by BlueCielo or its suppliers and are protected by Netherlands and other national (such as the United States) and international laws and conventions pertaining to intellectual property rights. Intellectual property rights in and to the data and databases are owned by the composer thereof, in accordance with the applicable law. BlueCielo or its suppliers reserve all rights not expressively granted to you. This license and your right to use the Software terminate automatically if you violate any part of this agreement or any obligation under the applicable law. In the event of termination of the agreement (irrespective the grounds), you must immediately destroy all copies of the Software or return them to BlueCielo.
BlueCielo grants you a non-exclusive and non-transferable license to use the InnoCielo® Meridian Enterprise Software in accordance with the conditions mentioned in this agreement. "Use" means you have installed the Software on the permanent memory of a unique Device, load it into the computer's temporary memory and apply the Software in accordance with the Documentation and the terms and conditions of this agreement for your own use only. After installation of one copy of the Software pursuant to this license agreement you may keep the original medium on which the Software was provided by BlueCielo or its suppliers solely for archival purposes or reinstallation of the Software on the same computer as the Software was previously installed on.
Software licenses acquired in addition to previous versions of the Software (referred to as upgrades or updates), or to other types of this version of the Software (referred to as migration), are governed by the terms and conditions of this agreement. When the Software is labeled as an upgrade / update or as migration Software, you must have the proper license for the product identified by BlueCielo or its suppliers as being eligible for the upgrade / update or migration in order to use the Software. Software labeled as an upgrade / update or as migration Software replaces and/or supplements (and may disable) the product which formed the basis for your eligibility for the upgrade / update or migration and following the upgrade / update or migration you may use the resulting Software only in accordance with the terms and conditions of this agreement. Your license to use a previous version of the Software product terminates as of the moment you have installed an upgrade, update or migration version thereof.
The database engine server software (HyperTrieve® Server Software hereinafter referred to as the "Database Engine Software"), is licensed and delivered to you by BlueCielo as an integral part of the InnoCielo® Meridian Enterprise Software and solely for use as an integral part of the Software.
The Database Engine Software contains some or all of the following types of software: "Server Software" which provides services or functionality on a computer acting as a server (the computer running the Server Software shall be referred to as the "Server"); and "Client Software" which allows a computer, workstation, terminal, handheld PC, pager, telephone, "smart phone" or other electronic Device (each of the foregoing a "Device") to access or utilize the service or functionality provided by the Server Software.
You may, at any given time, install one copy of the Database Engine Software, solely as part of the InnoCielo® Meridian Enterprise Server Software.
The license entitles you to use the installed Server Software, solely as part of the Software Product, permitting (Client Software users) access to the functionality and services of the Software (including its databases). To do so, you must acquire a separate Server License for each unique Device, which concurrently accesses or otherwise utilizes the services or functionality of the Server Software, regardless of the software you use.
You must acquire a separate Server License for each unique Device which accesses or otherwise utilizes the services or functionality of the Server Software, whether you use the Client Software or any other software to do so, unless explicitly otherwise stated in this agreement.
The license to use the Database Engine Client access Software entitles you to access or otherwise utilize the services or functionality of HyperTrieve® Server Software (the "Database Engine Server Software"), using one of the InnoCielo® Meridian Enterprise Client Software applications.
You must acquire a separate InnoCielo Microsoft® SQL Server(TM) License to be entitled to store your data in a Microsoft® SQL database. This InnoCielo MS-SQL Database server license does not include a license to use Microsoft® SQL Server ™. You are responsible to obtain the necessary Microsoft® SQL licenses. BlueCielo only supports the specific Microsoft® SQL versions as published on BlueCielo’s web site from time to time and does not guarantee correct operation of its Microsoft® SQL Server Software with any other Microsoft® SQL version. For any technical support regarding Microsoft® SQL databases and SQL database software you should contact your Microsoft® SQL database software supplier.
You must acquire a separate InnoCielo Oracle Server License to be entitled to store your data in an Oracle database. This InnoCielo Oracle server license does not include a license to use Oracle products. You are responsible to obtain the necessary Oracle licenses. BlueCielo only supports the specific Oracle versions as published on BlueCielo’s web site from time to time and does not guarantee correct operation of its Oracle Server Software with any other Oracle version. For any technical support regarding Oracle databases and Oracle database software you should contact your Oracle database software supplier.
For specific types of usages of the InnoCielo® Meridian Enterprise Software, you will need separate and additional software licenses. Except for the in Article 5 mentioned Database Engine Server Software License, these separate and additional software licenses are optional and you are responsible for acquiring separate and additional software licenses which are relevant for the use of InnoCielo® Meridian Enterprise Software. More information about relevant separate software licenses can be found at the website of BlueCielo http://www.bluecieloecm.com/literature/licensing/.
Exclusively with respect to the original licensee, as evidenced by the returned InnoCielo Meridian Enterprise Registration form, BlueCielo guarantees, for a period of thirty (30) days following the date of installation of the Transaction key(s), that:
(i) the Software, unless modified by you, will perform substantially the functions described in the documentation provided by BlueCielo or its suppliers, and (ii) the medium on which the Software is furnished will be free from defects in material and workmanship under normal use. In the event this warranty is breached, BlueCielo's sole liability and your exclusive remedy will be, at BlueCielo's option, either (i) a refund of the purchase price you paid for the Software, or (ii) replacement of the Software. No warranty applies to Software, which has been copied, modified, adapted in violation with the license granted herewith. You assume responsibility for the selection of the Software to achieve your intended business goals and for the proper installation, proper protection against unauthorized access, viruses and similar elements which could jeopardize your use of the software, and for the use and results obtained from use of the Software.
BlueCielo does not guarantee the Software will operate properly in connection with any of your systems. This warranty is exclusive and in lieu of all other warranties, express or implied, including the implied warranties of merchantability, fitness for a particular purpose and non-infringement and all such warranties as hereby expressly disclaimed.
BlueCielo will defend you against a claim by an unaffiliated third party that any licensed product in which BlueCielo owns the intellectual property rights, infringes upon its copyright under the laws of The Netherlands and as protected under the laws of The Netherlands and pay the amount of any resulting adverse final judgment (or settlement to which BlueCielo consents), provided you promptly notify BlueCielo in writing of the claim and give BlueCielo sole control over its defense settlement. You agree to provide BlueCielo with reasonable assistance in defending the claim.
BlueCielo will not be liable for any copyright infringement (A), or trade secret misappropriation (B) claim to the extent the claim is based on your (A.1) copying, distributing or using the Software after BlueCielo notifies you to discontinue copying, distributing or using it due to such a claim; or (A.2) combining the Software with a non InnoCielo® Meridian Enterprise software product or program- or database; or (A.3) altering or customizing the Software; (B.1) acquiring a trade secret through improper means; (B.2) under circumstances giving rise to a duty to maintain its secrecy or limit its use; or (B.3) from a person (other than BlueCielo) who has the obligation towards the claimant to maintain the secrecy or limit the use of the trade secret. You will reimburse BlueCielo for any costs or damages which result from these actions.
If BlueCielo receives information concerning a copyright infringement or trade secret misappropriation claim related to the Software, BlueCielo may, at its own expense and without obligation to do so, either (A) procure for you the right to continue to copy, use and distribute the allegedly infringing Software, or (B) replace or modify the Software to make it non infringing, in which case, you and your affiliates must stop copying, using and distributing the allegedly infringing Software immediately.
To the maximum extent permitted by applicable law, in no event BlueCielo or its affiliates or suppliers shall be liable for any damages, whether direct, indirect (including without limitation, consequential damages, damages for loss of profits or revenues, business interruption, loss of business information), or other losses of any kind arising in connection with this agreement or arising from the use or inability to use or installation of the Software or documentation, whether or not such damages were foreseeable and even if BlueCielo was advised such damages were likely or possible to occur. In no event will BlueCielo be liable for any amount greater than what you actually paid for the Software. You hereby release BlueCielo and its suppliers from all obligations, liability, claims or demands in excess of the limitation.
These disclaimers, exclusions and limitations apply regardless of your acceptance of the Software. BlueCielo's suppliers are no party to this agreement. Yet you acknowledge and agree to the fact that, as far as possible under the applicable law, any liability of BlueCielo's suppliers is expressively disclaimed.
In the event that software products (Third Party Software) which are developed and owned by suppliers of BlueCielo, are included in any delivery of Software Products, and which are delivered under the terms and conditions of these suppliers (such as SolidWorks® eDrawings software) the terms applied by the supplier apply instead of the terms of this License Agreement for the Third Party Software, including the terms for your right to use the Third Party Software. As to the use of such Third Party Software, the license is granted to you by the supplier. Any claims for redress posed by you due to, among other things, intellectual property infringements, defects, delays, damages or any other consequences arising from the use or implementation of the Third Party Product is the responsibility of such Third Party Product provider and not BlueCielo. BlueCielo shall in no event and in no respect be liable for defects, delays or damages, whether direct, indirect or consequential caused by Third Party Products.
InnoCielo® Meridian Enterprise End User License Agreement, version 9.0, December 2008.
The content of this document is also available in digital form at http://www.bluecieloecm.com/literature/licensing/
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