1) AGREEMENT: The software is licensed, not sold. This agreement between NetGovern and your organization (herein “Licensee”) defines the terms and conditions of how the software may be used and the rights the Licensee is entitled to. The Annual Subscription fee is evidence of a grant by NetGovern for licensed usage of the software. If Licensee does not agree to the terms herein, promptly cease usage of the software and destroy all copies. NetGovern may terminate this agreement if Licensee fails to comply with the terms and conditions expressed herein. This agreement applies to evaluation versions of the software.
2) LICENSE: This commercial software is licensed based on “User Objects,” meaning a single physical person represented by a User Object (or any class of object that is similar) in any type of computer based Directory System – i.e. LDAP, Active Directory & eDirectory. Multiple User Objects that represent the same physical person within a single directory system count as one User. The nature of the software is that it performs a variety of management and automation actions that benefit end users (physical persons), even if those users do not directly use the software. Licensee must acquire a User Object license for each User that either a) makes use of, has data stored by, or has access rights to any element of storage or indexes that is managed or acted on by the software, or b) uses the Software executables directly in an Administrative, Support, or User capacity. Licensee must ensure that the software is only used for the number of licenses purchased. A single copy of the software may be made for archival purposes.
3) INTELLECTUAL PROPERTY: The software is protected by Canadian, United States and International copyright laws. Title and copyright to the software and accompanying documentation is owned by NetGovern or its partners. Licensee is prohibited from reverse engineering, decompiling, disassembling, attempting to discover or modify the underlying source code, modifying, translating, localizing, adapting, creating or preparing derivative works of, or creating a patent based on the functionality of the software. Licensee agrees all information regarding the functionality and performance of the software is confidential and cannot be used for any purpose not authorized herein or disclosed to any third party without written consent.
4) USAGE AND EXPORT RESTRICTIONS: The software can only be used for the purpose of managing the internal business operations of your organization and your affiliates. Your organization may not rent, lease, sell, assign, sublicense or otherwise transfer the software without the express written permission of NetGovern. The software may not be used to provide services as part of a fee-based offering without the express written consent of NetGovern. None of the software may be downloaded or otherwise exported to any country to which such export or transmission is restricted by any applicable Canadian or U.S. regulation or statute.
5) SUPPORT SERVICES: Use of support services is governed policies and programs described in the most current documentation and certain services are NOT included as part of the fee paid to license the software. Any information provided as part of these support services may be used to improve our support services and/or product development.
6) WARRANTY & RESTRICTIONS: NetGovern warrants that the software will perform substantially in accordance with the specifications in effect on the delivery date. The warranty covering the software is made for thirty (30) days from the delivery date. If critical defects are reported, NetGovern will correct such defects, and if unable to provide corrected software within a reasonable time, may choose to remedy this by refunding the license fee paid. NetGovern is not responsible, and will not provide warranty for problems caused by changes in the hardware, operating systems, improper resources, software alterations, or other system components which are deemed non-compliant, incompatible or outside industry approved specifications.
7) FITNESS FOR USE: The software is provided "AS IS” and NetGovern does not warrant that the software will meet Licensee's requirements or that the operation of the software will be uninterrupted, error-free or secure. In addition, security mechanisms that may be implemented by the software have inherent limitations, and Licensee must determine that the software sufficiently meets Licensee’s requirements. The software is not fault-tolerant and is not designed for use in hazardous environments where failure could lead directly to death, personal injury or severe material damage. NETGOVERN MAKES NO OTHER EXPRESS WARRANTY, AND NO IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE. NO WARRANTY OF NON-INFRINGEMENT OF THIRD PARTIES’ RIGHTS IS PROVIDED.
8) LIMITATION OF LIABILITY: NetGovern shall NOT be liable for special, indirect, incidental, or consequential damages, including lost profits or lost information, as Licensee is hereby advised of the possibility that such damages may occur. THE AGGREGATE LIABILITY OF NETGOVERN TO LICENSEE AND ANY RELATED PARTY CLAIMING FOR ANY DAMAGES RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID TO NETGOVERN BY LICENSEE FOR THE CURRENT ANNUAL PERIOD.
9) INTERNATIONAL COVENANTS: The application of the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded. The software and documentation are provided with Restricted Rights. Use, duplication, or disclosure by the United States of America, its agencies and/or instrumentalities is subject to restrictions as set forth in subparagraph (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. Manufacturer is NetGovern Inc., 180 Peel Street, Suite 333, Montreal, QC, H3C 2G7 Canada.
10) COMPLETE AGREEMENT: This represents the complete agreement between NetGovern and Licensee and supersedes all prior agreements and representations between them. It may be amended only by a writing executed by both parties. If any provision of this License is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable.