CAUTION: IF YOU USE THE ENCLOSED SOFTWARE, THE FOLLOWING TERMS WILL APPLY. IF THE TERMS ARE NOT ACCEPTABLE TO YOU, RETURN THE SOFTWARE WITHIN THIRTY (30) DAYS TO THE COMPANY FROM WHICH YOU OBTAINED IT FOR A REFUND.
VERITY, INC. ("VERITY") GRANTS TO YOU A LICENSE TO USE THE ENCLOSED SOFTWARE AND ACCOMPANYING DOCUMENTATION ("PRODUCT") AS INDICATED BELOW:
1. License Grant. Verity grants you a non-transferable, non-exclusive license to install and use the Product solely for your own internal data processing operations, either (i) to the extent specified in an order form or Product Use Certificate distributed to you by Verity or its distributor, or (ii) if not specified, by a single User on a single computer.
You may make one (1) copy of the Product for back-up purposes; otherwise, you may not reproduce any part of the Product except to the extent permitted on the order form or Product Use Certificate delivered to you by Verity.
You shall not (i) cause or permit any reverse engineering, decompilation, modification, translation or disassembly of the Product; (ii) sell, rent, sublicense, distribute, assign or otherwise transfer any rights in the Product without Verity's prior written consent; or (iii) disclose results of any benchmark tests of any Product to any third party without Verity's prior written consent.
You only have the rights to use the Product enclosed in this package that are specified by Verity in the applicable order form or Product Use Certificate.
2. Ownership of Product. All title and copyrights in and to the Product and the media containing the Product are owned by Verity and/or its licensors, and the Product's structure, organization and code are the valuable trade secrets of Verity and/or its licensors.
You acknowledge that no title to the intellectual property in the Product is transferred to you, and that you do not obtain any rights, express or implied, in the Product or the media containing the Product other than the rights expressly granted in this Agreement.
You agree to retain on the Product and any permitted back-up copies of the Product all product identifications and patent, copyright, trademark and other proprietary notices contained on the Product delivered to you hereunder.
3. Termination. The term of this Agreement will be for the duration of Verity's copyright in the Product. This Agreement may be terminated immediately without notice by Verity if you breach or fail to comply with any of the terms and conditions of this Agreement. Upon termination, you shall immediately remove and destroy all copies of the Product or any parts thereof. The provisions of this Agreement, other than the license grant contained in Section 1 hereof, shall survive termination.
4. Support, Maintenance, and New Releases. Verity is not responsible for the provision of any direct support or maintenance, or the provision of new releases, enhancements or updates of the Product except as may be expressly provided for in a separate written maintenance agreement between you and Verity, if any. Pricing and other terms and conditions of such separate maintenance agreement are available to you by telephone at (403) 213-8922, or by accessing the information at http://www.keyview.com.
5. Limited Warranty.
a. VERITY WARRANTS THAT FOR A PERIOD OF 30 DAYS FROM THE DATE OF DELIVERY TO YOU: (A) THE MEDIA ON WHICH THE PRODUCT IS FURNISHED WILL BE FREE OF DEFECTS IN MATERIALS AND WORKMANSHIP UNDER NORMAL USE AND (B) UNMODIFIED PRODUCT WILL PERFORM SUBSTANTIALLY THE FUNCTIONS DESCRIBED IN THE DOCUMENTATION WHEN OPERATED ON THE DESIGNATED COMPUTER AND OPERATING SYSTEM.
VERITY DOES NOT WARRANT THAT THE PRODUCT WILL WORK IN COMBINATION WITH OTHER PRODUCTS USED BY YOU, THAT THE PRODUCT WILL MEET YOUR REQUIREMENTS, THAT OPERATION OF THE PRODUCT WILL BE ERROR-FREE, OR THAT ALL PRODUCT ERRORS WILL BE CORRECTED.
If, within such 30 day period, you report a Product error which represents a failure of this warranty, Verity will, at its option, (i) correct or provide a reasonable workaround for the error, (ii) provide a replacement Product which complies with the warranty or (iii) upon return of the Product to Verity, refund the license fees paid.
Verity will replace any defective media without charge if it is returned to Verity within the 30 day period.
b. EXCEPT FOR THE FOREGOING LIMITED WARRANTY, VERITY MAKES NO OTHER WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. NO PERSON, DEALER OR COMPANY MAY EXPAND OR ALTER THIS WARRANTY.
c. Some states or jurisdictions do not allow the exclusion of implied warranties or limitations on how long an implied warranty may last, so the above limitations may not apply to you.
To the extent permissible, any implied warranties are limited to 30 days. This warranty gives you specific legal rights. You may have other rights which vary from state to state or jurisdiction to jurisdiction. For further warranty information, you may contact Verity's customer support department at 894 Ross Drive, Sunnyvale, CA 94089 USA.
6. Limitation of Liability. IN NO EVENT WILL VERITY OR ITS LICENSORS HAVE ANY LIABILITY FOR ANY INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES, INCLUDING ANY LOST PROFITS OR LOST SAVINGS, ARISING OUT OF THE USE, DELIVERY OR PERFORMANCE OF THE PRODUCT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY THIRD PARTY. THIS LIMITATION SHALL APPLY TO CLAIMS OF PERSONAL INJURY TO THE EXTENT PERMITTED BY LAW.
IN NO EVENT WILL VERITY'S OR ITS LICENSORS' LIABILITY FOR ANY CLAIM, WHETHER IN CONTRACT, TORT OR ANY OTHER THEORY, EXCEED THE LICENSE FEE PAID BY YOU. Some states or jurisdictions do not allow the exclusion or limitation of incidental, consequential or special damages, so the above exclusions and limitations may not apply to you.
7. Export. You agree that you will not export or re-export the Product outside of the jurisdiction in which you obtained it without the appropriate United States or foreign government licenses.
8. Integration. This Agreement along with all relevant purchase orders, order forms and a separate written maintenance agreement between you and Verity, if any, constitute, the full and complete understanding of the parties as to the subject matter hereof and may not be altered or modified, except by written amendment which expressly refers to this Agreement and which is duly executed by an officer of Verity.
Notwithstanding the foregoing, you understand and agree that any terms and conditions of your purchase orders which conflict with this Agreement shall be null and void and of no effect, and that the terms and conditions of this Agreement shall, to the extent that there may be any such conflicts, supersede any such conflicting terms of your purchase orders.
If any part of this Agreement is found null and void and unenforceable, it will not affect the validity of the balance of the Agreement, which shall remain valid and enforceable according to its terms.
9. Choice of Law. This Agreement shall be construed and governed in accordance with the laws of the State of California, excluding the application of its conflicts of law rules. This Agreement will not be governed by the United Nations Convention on the Contracts for the International Sale of Goods.
10. US Government RESTRICTED RIGHTS. If the Product is acquired under the terms of a proposal or agreement with the United States Government or any contractor therefor, the Product is subject to the following:
(a) For acquisition by or on behalf of civilian agencies, as necessary to obtain protection as "commercial computer software" and related documentation in accordance with the terms of this Commercial Software Agreement as specified in 48 C.F.R. 12.212 of the Federal Acquisition Regulations and its successors;
(b) For acquisition by or on behalf of units of the Department of Defense ("DoD") as necessary to obtain protection as "commercial computer software" and related documentation in accordance with the terms of this commercial computer software license as specified in 48 C.F.R. 227-7202-2 of the DoD F.A.R. Supplement and its successors.
Definitions for Order Forms and Product Use Certificates:
Servers: the maximum number of computing devices acting as a server for a network of interconnected computing devices whether within an enterprise or other Web, intranet or internet environment, upon which the Product may be installed or accessed.
User: an individual authorized by the licensee of the Product to use or access the functionality of the Product, regardless of whether the individual is actually using or accessing the Product at any given time.
