FIDES END USER LICENSE AGREEMENT
Please read this End User License Agreement (the “Agreement”) before using the Fides PDF (“Licensed Software”). By using the Licensed Software, you are agreeing to be bound by the terms and conditions of this Agreement.
This Agreement is between you (“Licensee”) and Fides-Solutions, Inc. (“Fides-Solutions”) and is effective as of the date you use the Licensed Software (the applicable date, the “Effective Date”). This Agreement establishes the terms under which Fides-Solutions will license the Licensed Software to you. Certain defined terms used in this Agreement are set forth in Section 9.11 hereof.
By accessing, executing, or otherwise using the Licensed Software, you acknowledge that you have read this Agreement, understand it, and agree to be bound by its terms and conditions. If you are not willing to be bound by the terms of this Agreement, do not access or use the Licensed Software.
If you are using the Licensed Software in your capacity as employee or agent of a company or organization, then any references to “you” in this Agreement shall refer to such entity and not to you in your personal capacity. You warrant that you are authorized to legally bind the company or organization on whose behalf you are accessing the Licensed Software. If you are not so authorized, then neither you nor your company or organization may use the Licensed Software in any manner whatsoever.
1. Grant of License; Ownership.
1.1 License Grant. Subject to the terms and conditions of this Agreement and Order Form, Fides-Solutions hereby:
(i) grants to the Licensee a limited, non-exclusive, non-transferable, license to use the Licensed Software and solely for its internal business purposes for use by End Users and for the term and in accordance with the conditions and limitations set forth herein and in the Order Form. Licensee is permitted to use the features for the Licensed Software identified at /features/. If you exceed the permitted use of the features for the Licensed Software, then you will be required to pay additional fees corresponding to the license type associated with such permitted use.
(ii) To the extent that there is any Third Party Software embedded in, bundled with, or otherwise provided to Licensee in connection with the Licensed Program Materials under this License Agreement, such third party software shall be considered Licensed Software and such Third Party Software shall be used and operated solely with the operation of the Licensed Program Materials and not as a standalone application or any other purpose. Certain Third Party Software may be subject to an open source license(“OSS License”), which when required by such license is included with the documentation for the Licensed Software (“Documentation”). Licensee’s license rights with respect to Third Party Software subject to an OSS License are defined by the terms of the applicable OSS License; nothing in this Agreement shall restrict, limit, or otherwise affect any rights or obligations Licensee may have, or conditions to which Licensee may be subject, under such OSS License. The foregoing includes, without limitation, the Apache License, Version 2.0 found at: http://www.apache.org/licenses/LICENSE-2.0 (the “Apache License”).
1.2 Ownership. As between the parties, Fides-Solutions retains all right, title and interest in the Licensed Program Materials, including but not limited to any and all Intellectual Property Rights in the Licensed Program Materials now owned or that may be owned in the future by Fides-Solutions.
1.3 Restrictions. Licensee shall not distribute, display, sublicense, rent, lease, use in a service bureau, modify, translate, reverse engineer, decompile, disassemble, create derivative works based on, or copy the Licensed Program Materials, except to the extent expressly permitted by applicable law, and only to the extent Fides-Solutions shall not be permitted by that applicable law to exclude or limit such rights.
1.4 Proprietary Markings. Licensee shall not remove or alter any Intellectual Property Right notices or other proprietary markings on the Licensed Program Materials or copies thereof, including without limitation, any trademarks, trade names, trade dress, service marks, logos or other similar branding material or any copyright notices from the footer, navigation bar, login, or any other place in the Licensed Program Materials. Licensee shall not place any of its Intellectual Property Right notices, including limitation, any trademarks, trade names, trade dress, service marks, logos or other branding material of Licensee on the Licensed Program Materials except with Fide-Solutions’s express prior written consent.
1.5 Export or Re-export. Licensee may not use or otherwise export or re-export the Licensed Program Materials except as authorized by United States law and the laws of the jurisdiction in which the Licensed Program Materials obtained. In particular, but without limitation, the Licensed Program Materials may not be exported or re-exported (a) into any U.S.-embargoed countries or (b) to anyone on the U.S. Treasury Department’s Specially Designated Nationals List or the U.S. Department of Commerce Denied Persons List or Entity List. By using the Licensed Program Materials, Licensee represents and warrants that it is not located in any such country or on any such list. Licensee also agree that it will not use these products for any purposes prohibited by United States law, including, without limitation, the development, design, manufacture, or production of nuclear, missile, or chemical or biological weapons.
1.6 For US Government End Users. The Licensed Program Materials are “Commercial Items”, as that term is defined at 48 C.F.R. §2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation”, as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. Unpublished-rights reserved under the copyright laws of the United States.
1.7 Compliance with Laws. The Licensee will not use the Licensed Program Materials for any unlawful purpose or in breach of any laws. Such unlawful purposes or breaches include, without limitation, civil and criminal offenses of copyright and trademark infringement, commission of any criminal offense, and any transmission or publication of any material which is defamatory, offensive, abusive or menacing character to any other person.
2. Services. If Licensee desires to purchase software support services, Licensee shall issue a purchase order or equivalent.
3. Payment of Fees and Expenses; Taxes and Audit.
3.1 Fees and Expenses. Licensee shall pay Fides-Solutions all fees and expenses in accordance with the applicable Order Forms to this Agreement within thirty (30) days of receipt of invoice. All payments due and payable hereunder shall be made in U.S. dollars and shall be non-refundable and non-cancelable. Licensee shall reimburse Fides-Solutions for reasonable travel and other reasonable out-of-pocket expenses incurred.
3.2 Late Payments. Any payment not received by the due date shall bear interest at one and one half percent (1.5%) per month, commencing as of the due date until fully paid plus any reasonable attorney’s fees, expenses and related costs collection. If Licensee fails to make its payments in accordance with this Agreement, Fides-Solutions may, upon written notice, require assurances to secure payment hereunder, and may suspend or terminate the license granted hereunder and/or the provision of some or all of the services to Licensee.
3.3 Taxes. Licensee is responsible for the payment of all taxes (except for taxes based on Fides-Solutions’s net income) which may be levied or assessed in connection with this Agreement.
3.4 Audit. To confirm Licensee’s compliance with the terms of this Agreement, Fides-Solutions shall have the right, at its expense, upon reasonable notice and during normal business hours to conduct audits of Licensee’s use and deployment of the Licensed Program Materials.
5. Warranty Disclaimer. Fides-Solutions does not warrant that the Licensed Program Materials will meet Licensee’s requirements or that its use will be uninterrupted or error free. Fides-Solutions provides the Licensed Software distributed under this Agreement on an “AS IS” BASIS WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, either express or implied, including, without limitation, any warranties or conditions of TITLE, NON-INFRINGEMENT, MERCHANTABILITY or FITNESS FOR A PARTICULAR PURPOSE. You are solely responsible for determining the appropriateness of using the Licensed Software.
6. Confidentiality.
6.1 General. Each party acknowledges that in the course of this Agreement it has been and shall be entrusted with certain Confidential Information of the other and agrees that it shall use reasonable care to protect the confidentiality thereof, using at least the same measures it would use to protect its own similar, highly confidential information and shall not (a) use such Confidential Information for any purpose except the performance of this Agreement, or (b) disclose any such Confidential Information to any person (except employees or agents on a need-to-know basis where such persons have agreed to be bound in writing to obligations of confidentiality at least as protective as the terms of this Section 7), unless such disclosure is authorized by the other party in writing, or (c) disclose any such Confidential Information required by court or judicial order without first informing the other party and cooperating with such other party if such other party shall contest such disclosure or seek a protective order. The obligations of each party under this Section 7 shall not apply to information which (i) was generally known in the trade or business in which it is practiced by the receiving party at the time of disclosure, or becomes so generally known after such disclosure, through no act of the receiving party and otherwise than as a result of a breach of this Section; (ii) has come into the possession of the receiving party rightfully from a third party without obligation of confidentiality; (iii) was developed by the receiving party independently of and without reference to Confidential Information; or (iv) is disclosed pursuant to any legal, judicial or arbitration or similar legal proceeding or as required by law; provided that the receiving party disclosing such information uses all reasonable efforts to protect the information as being confidential.
6.2 Notification. Each party to this Agreement agrees to notify the other promptly and in writing of the existence of any circumstances surrounding unauthorized access, disclosure, distribution, possession, alteration, transfer, reproduction or use of Confidential Information, and in the case of Licensee, the Licensed Program Materials, or any portions thereof.
8. General
8.11. Definitions. The following terms and expressions shall have the following meaning:
(a) “End Users” shall mean those employee individuals authorized by Licensee to have access to the Licensed Program Materials for the internal business purposes of Licensee.
(b) “Licensed Software” shall mean the computer programs of Fides-Solutions, in machine-readable object code form only, licensed to Licensee and identified on the Order Form and delivered by Fides-Solutions and any and all Updates. Licensed Software includes all Third Party Software embedded in, bundled with or otherwise provided to the Licensee as part of the Licensed Software of Fides-Solutions licensed under this Agreement including, without limitation, that under the Apache License.
(c) "Third Party Software" shall mean any software licensed by Fides-Solutions from a third party entity and embedded in, bundled with or otherwise provided to Licensee under this Agreement as part of or in connection with the Licensed Program Materials.
(d) “Update” shall mean any and all updates, bug fixes and, work-around, if any, in object code form only, not included in the Licensed Software at the time of installation and that are generally made available by Fides-Solutions to its licensees at no additional charge. Updates are included as part of the Licensed Software.
(e) “Licensed Program Materials” shall mean the Licensed Software and the Documentation.
(f) “Confidential Information” shall mean all information designated or identified in writing as confidential or proprietary by the disclosing party within 15 days of its disclosure to the receiving party (provided that information which is orally or visually disclosed to the receiving party by the disclosing party without being designated as such in writing shall constitute Confidential Information if it would be apparent to a reasonable person that such information is of a confidential or proprietary nature the maintenance of which is important to the disclosing party). Confidential Information shall include without limitation each party’s data, designs, drawings, documentation, software (regardless of form or media), prototypes, processes, methods, concepts, research and development activities. Confidential Information shall also include, without limitation, the Licensed Program Materials and all confidential information conveyed to the Licensee in the course of its performance of this Agreement.
1. Grant of License; Ownership.
