HP OpenVMS Systems

USE OF THIS SOFTWARE AND DOCUMENTATION IS SUBJECT TO THE HP SOFTWARE LICENSE TERMS AND THE WARRANTY STATEMENT SET FORTH BELOW. YOU SHOULD READ ALL THE TERMS OF THIS AGREEMENT CAREFULLY. YOU WILL BE ASKED TO REVIEW AND EITHER ACCEPT OR NOT ACCEPT THE TERMS OF THIS AGREEMENT.

IF YOU AGREE TO BE BOUND BY ALL THE TERMS OF THIS AGREEMENT, CLICK THE "I AGREE" BUTTON INDICATED BELOW AND BEGIN DOWNLOADING THE SOFTWARE. IF YOU DO NOT AGREE TO BE BOUND BY ALL THE TERMS OF THIS AGREEMENT, HP IS UNWILLING TO GRANT YOU ANY RIGHTS TO USE THE SOFTWARE AND DOCUMENTATION, AND YOU MUST STOP INSTALLING THE SOFTWARE AND CEASE ALL USE OF THE DOCUMENTAITON AND INDICATE YOUR REJECTION OF THIS AGREEMENT BY CLICKING THE "I DISAGREE" BUTTON. NOTWITHSTANDING THE FOREGOING, INSTALLING OR OTHERWISE USING THE SOFTWARE OR DOCUMENTATION INDICATES YOUR ACCEPTANCE OF THESE LICENSE TERMS.

I. DEFINITIONS:

1. "Customer" shall be an owner of an HP system to which software is being transitioned.

2. "Integrator" shall mean an agent or contractor under the control of the Customer doing transition work for the Customer.

3. "Software" means the identified software programs and any accompanying instructions, documentation associated with the programs, technical data, images, recordings, and other related materials.

4. "Module Documentation" means manuals, planning tools, instructions, process or other flow charts, and other related materials in text or graphical format. Current modules include: planning module v 1.3, planning and design module v1.3, Planning and design Module V1.4 for packaged applications, and Planning Module V1.2 for transitioning databases for Oracle.

5. "Source Code" shall mean identified programs per Exhibit ## delivered in executable format.

6. "Use" means storing, loading, installing, executing, or displaying the Software, or for Module Documentation describes the specific manner in which the information may be integrated into an HP Customer's transition plans.

7. "Software License" means the Software license grant and general license terms set forth herein. Each Software License has a corresponding License Fee.

8. "License Fee" means the fee or fees designated by HP for Use of Software designated on this website at the time this Agreement is entered into. Different License Fees may apply to particular Software if more than one Software License is available for that Software.

9. "Source Code License" means the Source Code license grant as set forth herein.

II. LICENSE GRANT

1. HP hereby grants Customer a limited, non-exclusive, unlimited concurrent license to Use the object code version of the Software on HP systems for the unique purpose of transitioning platform infrastructure, custom code applications, packaged applications from ISVs, and databases onto HP systems owned by Customer.

2. HP hereby grants Customer a limited, non-exclusive, unlimited concurrent use license to use the Module Documentation for the unique purpose of transitioning platform infrastructure, custom code applications, packaged applications from ISVs, and databases onto HP systems owned by the Customer.

3. HP hereby grants to Integrator a limited, non-exclusive license to use the Module Documentation for the unique purpose of assisting Customer in transitioning Customer's platform infrastructure, custom code applications, packaged applications from ISV's, and databases onto HP systems owned by the Customer.

4. This software is provided to Customer free of charge.

5. All Software Licenses will be One Year, unless terminated or transferred in accordance with Section 3 (e).

6. HP, or its designee(s), shall, during regular business hours at Customer's offices and in such a manner that does not interfere with Customer's normal business activities, have the right to inspect and audit, or have an inspection and audit, of the number of copies of Software Used or distributed by Customer, the computers on which the Software, if any, is installed and the number of users Using any such Software. If any audit discloses underpayments of five percent (5%) or more of the amount of License Fees Customer should have actually paid to HP, Customer shall bear all of the costs of the audit. HP's audit rights shall not terminate or expire until three (3) years after termination or expiration of this Agreement.

III. GENERAL LICENSE TERMS

1. Software and Documentation is owned and copyrighted by HP or by third party suppliers. Customer's Software License confers no title or ownership and is not a sale of any rights in the Software and Documentation. Third party suppliers are intended beneficiaries under this Agreement and may protect their rights in the Software directly against the Customer in the event of any infringement.

2. Customer must reproduce all copyright notices and other proprietary legends in or on the original Software and Documentation on all permitted copies or adaptations. You may not remove from the Software or Documentation, or alter, any of the HP trademarks, trade names, logos, patent or copyright notices or markings, or add any other notices or markings to the Software or Documentation. Customer may not copy the Software onto any public or distributed network.

3. This license does not entitle you to receive upgrades, updates or technical support.

4. Customer will not modify, disassemble, decompile or otherwise attempt to access or determine the source code of the Software without HP's prior written consent. Where Customer has other rights under statute, Customer will provide HP with reasonably detailed information regarding any intended disassembly or decompilation. Customer will not decrypt the Software unless necessary for legitimate use of the Software.

5. HP may terminate Customer's or any transferee's or sublicensee's License upon notice for failure to comply with any applicable License terms. Immediately upon termination, the Software and Documentation and all copies of the Software and Documentation will be destroyed or returned to HP. Customer shall remove, destroy or return to HP all copies of the Software that are merged into adaptations, except for individual pieces of data in Customer's or transferee's or sublicensee's database. With HP's prior written consent, one copy of the Software may be retained subsequent to termination for archival purposes.

6. In the following provision regarding Software Licenses to the U.S. Government, the term "Customer" means HP's direct purchaser, any entity or individual sublicencing the Software, and the end-user.

   1. If Software is licensed for use in the performance of a U.S government prime contract or subcontract, Customer agrees that Software has been developed entirely at private expense. Customer agrees that Software, and any derivatives or modifications, is adequately marked when the Restricted Rights Legend below is affixed to the Software or to its storage media and is perceptible directly or with the aid of a machine or device. Customer agrees to conspicuously put the following legend on the Software media with Customer's name and address added below the notice:

      RESTRICTED RIGHTS LEGEND

      Use, duplication or disclosure is subject to HP standard commercial license terms and for non-DOD Departments and Agencies of the U.S. Government, the restrictions as set forth in FAR 52.227-19(c)(1-2)(Jun 1987).

      Hewlett-Packard Company
      3000 Hanover Street
      Palo Alto, CA 94304

      U.S.A.Copyright (c) 2004 Hewlett-Packard Company.
      All Rights Reserved

   2. Customer further agrees that Software is delivered and licensed as "Commercial computer software" as defined in DFARS 252.227-7014(Jun 1995) or as a "commercial item" as defined in FAR 2.101(a), or as "Restricted computer software" as defined in FAR 52.227-19 (Jun 1987) (or any equivalent agency regulation or contract clause), whichever is applicable. The Customer agrees that it has only those rights provided for such Software by the applicable FAR or DFARS clause or the HP standard software agreement for the product involved.

IV. GENERAL

1. Customer may not assign or transfer this Agreement or any rights or obligations hereunder without prior written consent of HP. Any such attempted assignment or transfer will be null and void. HP may terminate this Agreement in the event of any such attempted assignment or transfer.

2. Export Requirements. You may not export or re-export this software or any copy or adaptation in violation of any applicable laws or regulations. Without limiting the generality of the foregoing, hardware, software, technology or services provided under this license agreement may not be exported, reexported, transferred or downloaded to or within (or to a national resident of) countries under U.S. economic embargo including the following countries: Afghanistan (Taliban-controlled areas), Cuba, Iran, Iraq, Libya, North Korea, Sudan and Syria. This list is subject to change.

   Hardware, software, technology or services may not be exported, reexported, transferred or downloaded to persons or entities listed on the U.S. Department of Commerce Denied Persons List, Entity List of proliferation concern or on any U.S. Treasury Department Designated Nationals exclusion list, or to parties directly or indirectly involved in the development or production of nuclear, chemical, biological weapons or in missile technology programs as specified in the U.S. Export Administration Regulations (15 CFR 744).

   By accepting this license agreement you confirm that you are not located in (or a national resident of) any country under U.S. economic embargo, not identified on any U.S. Department of Commerce Denied Persons List, Entity List or Treasury Department Designated Nationals exclusion list, and not directly or indirectly involved in the development or production of nuclear, chemical, biological weapons or in missile technology programs as specified in the U.S. Export Administration Regulations.

3. This Agreement shall be construed in accordance with the laws of the State of New York, without regard to conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods is specifically disclaimed.

4. If any term or provision herein is determined to be illegal or unenforceable, the validity or enforceability of the remainder of the terms or provisions herein will remain in full force and effect. Failure or delay in enforcing any right or provision of this Agreement shall not be deemed a waiver of such right or provision with respect to any subsequent breach. Provisions herein which by their nature extend beyond the termination of any license of Software will remain in effect until fulfilled.

5. This Agreement is the final, complete and exclusive agreement between the parties relating to the subject matter hereof, and supersedes any previous communications, representations or agreements between the parties, whether oral or written, regarding transactions hereunder. Customer's additional or different terms and conditions will not apply. These HP Software License Terms may not be changed except by an amendment signed by an authorized representative of each party.

"AS IS" WARRANTY STATEMENT

DISCLAIMER: TO THE EXTENT ALLOWED BY LOCAL LAW, THIS SOFTWARE IS PROVIDED TO YOU "AS IS" WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED. HP SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, NON-INFRINGEMENT, TITLE, ACCURACY OF INFORMATIONAL CONTENT, AND FITNESS FOR A PARTICULAR PURPOSE. THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE OF THE SOFTWARE IS ASSUMED BY YOU. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY HP OR HP'S AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY. Some jurisdictions do not allow exclusions of implied warranties or conditions, so the above exclusion may not apply to you to the extent prohibited by such local laws. You may have other rights that vary from country to country, state to state, or province to province.

LIMITATION OF LIABILITY: EXCEPT TO THE EXTENT PROHIBITED BY LOCAL LAW, IN NO EVENT WILL HP OR ITS SUBSIDIARIES, AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR SUPPLIERS BE LIABLE FOR DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR OTHER DAMAGES (INCLUDING LOST PROFIT, LOST DATA, OR DOWNTIME COSTS), ARISING OUT OF THE USE, INABILITY TO USE, OR THE RESULTS OF USE OF THE SOFTWARE, WHETHER BASED IN WARRANTY, CONTRACT, TORT OR OTHER LEGAL THEORY, AND WHETHER OR NOT HP WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Your use of the Software is entirely at your own risk. Should the Software prove defective, you assume the entire cost of all service, repair or correction. Some jurisdictions do not allow the exclusion or limitation of liability for incidental or consequential damages, so the above limitation may not apply to you to the extent prohibited by such local laws.

NOTE: EXCEPT TO THE EXTENT ALLOWED BY LOCAL LAW, THESE WARRANTY TERMS DO NOT EXCLUDE, RESTRICT OR MODIFY, AND ARE IN ADDITION TO, THE MANDATORY STATUTORY RIGHTS APPLICABLE TO THE LICENSE OF THE SOFTWARE TO YOU; PROVIDED, HOWEVER, THAT THE CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS IS SPECIFICALLY DISCLAIMED AND SHALL NOT GOVERN OR APPLY TO THE SOFTWARE PROVIDED IN CONNECTION WITH THIS WARRANTY STATEMENT.

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