ORACLE END USER LICENSE AGREEMENT (EULA v130512
Contents
1. or hardware documentation and that such third party technology is licensed to you under the terms of the third party technology license agreement specified in the program documentation and or hardware documentation and not under the terms of the end user agreement Hardware and integrated software are not specifically designed manufactured or intended for use as parts components or assemblies for the planning construction maintenance or operation of a nuclear facility and prohibit use of the hardware and or integrated software for these purposes Some programs may include source code that Oracle may provide as part of its standard shipment of such programs which source code shall be governed by the terms of the end user agreement You may not Oracle Products End User License Agreement EULA v130512 E Servers Page 1 1 12 70 15B Amendment 1 e use of the programs for rental timesharing subscription service hosting or outsourcing e remove or modify any program or hardware markings or any notice of Oracle s or its licensors proprietary rights e make the programs operating system integrated software available in any manner to any third party for use in the third party s business operations unless such access is expressly permitted for the specific program license e transfer title to the programs operating system and or integrated software from you to any other party e reverse engineer unless required by law for intero2. C 1 12 70 15B Amendment 1 ORACLE END USER LICENSE AGREEMENT AUAM STSTERS UG EULA v130512 FOR E SERVERS Your Data Is Our Business A Agreement Definitions You and your refers to the legal entity that has executed this agreement agreement and ordered Oracle programs and or hardware and or services from DYNAMIC SYSTEMS INC The term ancillary programs refers to third party materials specified in the program documentation which may only be used for the purposes of installing or operating the programs with which the ancillary programs are delivered The term program documentation refers to the program user manual and program installation manuals The term programs refers to the software products owned by Oracle and distributed by DYNAMIC SYSTEMS INC which you have ordered program documentation and any program updates acquired through technical support The term services refers to technical support education hosted outsourcing services consulting or other services which you have ordered B Applicability of Agreement This agreement including Exhibit A hereby incorporated by reference is valid for the order to which this agreement accompanies C Rights Granted Upon Oracle s acceptance of DYNAMIC SYSTEMS INC s order you have the non transferable non assignable royalty free perpetual limited right to use the programs and receive any services you ordered solely for your internal business
3. al support for any license within a license set you are required to purchase technical support at the same level for all licenses within that license set You may desupport a subset of licenses in a license set only if you agree to terminate that subset of licenses The technical support fees for the remaining licenses will be priced in accordance with the technical support policies in effect at the time of termination Oracle s license set definition is available in the current technical support policies If you decide not to purchase technical support you may not update any unsupported program licenses with new versions of the program I End of Agreement Upon the termination of the agreement you will discontinue use and destroy or return to Oracle all copies of the programs and documentation Provisions that survive termination or expiration are those relating to limitation of liability infringement indemnity payment and others which by their nature are intended to survive J Fees and Taxes Payment will be made in accordance with the provisions of the California Prompt Payment Act Government Code Section 927 et seq Unless expressly exempted by statute the Act requires State agencies to pay properly submitted undisputed invoices not more than 45 days after i the date of acceptance of Deliverables or performance of services or ii receipt of an undisputed invoice whichever is later You agree to pay any sales value added or other simil
4. ar taxes imposed by applicable law that DYNAMIC SYSTEMS INC must pay based on the programs and or services you ordered Also you will reimburse DYNAMIC SYSTEMS INC for reasonable expenses related to providing the services Fees for services listed in an order are exclusive of taxes and expenses If you decide to finance your acquisition of the programs operating system integrated software and or any services you must follow Oracle s policies regarding financing which are available at http oracle com contracts You agree that you have not relied on the future availability of any programs or updates in entering into the payment obligations in Oracle Products End User License Agreement EULA v130512 E Servers Page 3 1 12 70 15B Amendment 1 your purchase order however a if you order technical support from DYNAMIC SYSTEMS INC for the programs the preceding sentence does not relieve Oracle of its obligation to provide updates under such order if and when available in accordance with Oracle s then current technical support policies and b the preceding sentence does not change the rights granted to you for any program licensed under the end user agreement per the terms of such end user agreement K Nondisclosure By virtue of this agreement the parties may have access to information that is confidential to one another confidential information We each agree to disclose only information that is required for the performanc
5. assure that neither the programs the hardware nor any direct product thereof are exported directly or indirectly in violation of applicable laws O Other 1 This agreement is governed by the substantive and procedural laws of California in any dispute arising out of or relating to this agreement 2 If you have a dispute with DYNAMIC SYSTEMS INC or wish to provide a notice you may notify DYNAMIC SYSTEMS INC via written notice to DYNAMIC SYSTEMS INC 124 Maryland Street El Segundo CA 90245 3 If you have a dispute with Oracle or if you wish to provide a notice under the Indemnification section of this agreement or if you become subject to insolvency or other similar legal proceedings you will promptly send written notice to Oracle America Inc 500 Oracle Parkway Redwood City California United States 94065 Attention General Counsel Legal Department Oracle Products End User License Agreement EULA v130512 E Servers Page 4 1 12 70 15B Amendment 1 Except for actions for nonpayment or breach of Oracle s proprietary rights no action regardless of form arising out of or relating to this agreement may be brought by either party more than two years after the cause of action has accrued Upon 45 days written notice DYNAMIC SYSTEMS INC or Oracle upon assignment may audit your use of the programs You agree to cooperate with Oracle s audit and provide reasonable assistance and access to information Any such audit shal
6. e of obligations under this agreement Confidential information shall be limited to the terms and pricing under this agreement and all information clearly identified as confidential at the time of disclosure subject to the California Publics Record Act A party s confidential information shall not include information that a is or becomes a part of the public domain through no act or omission of the other party b was in the other party s lawful possession prior to the disclosure and had not been obtained by the other party either directly or indirectly from the disclosing party c is lawfully disclosed to the other party by a third party without restriction on the disclosure or d is independently developed by the other party We each agree to hold each other s confidential information in confidence for a period of three years from the date of disclosure Also we each agree to disclose confidential information only to those employees or agents who are required to protect it against unauthorized disclosure Nothing shall prevent either party from disclosing the terms or pricing under this agreement or orders submitted under this agreement in any legal proceeding arising from or in connection with this agreement or disclosing the confidential information to a federal or state governmental entity as required by law L Entire Agreement If any term of this agreement is found to be invalid or unenforceable the remaining provisions will remain
7. effective and such term shall be replaced with a term consistent with the purpose and intent of this agreement Any notice required under this agreement shall be provided to the other party in writing M Limitation of Liability TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT INCIDENTAL SPECIAL PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY LOSS OF PROFITS REVENUE DATA OR DATA USE ARISING FROM THE USE OF THE PROGRAMS TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW ORACLE SHALL NOT BE LIABLE FOR ANY DIRECT INDIRECT INCIDENTAL SPECIAL PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY LOSS OF PROFITS REVENUE DATA OR DATA USE ARISING FROM THE USE OF THE PROGRAMS DYNAMIC SYSTEMS INC S AND ORACLE S MAXIMUM LIABILITY FOR ANY DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR YOUR ORDER WHETHER IN CONTRACT OR TORT OR OTHERWISE SHALL BE LIMITED TO THE AMOUNT OF THE FEES YOU PAID DYNAMIC SYSTEMS INC UNDER THIS AGREEMENT AND IF SUCH DAMAGES RESULT FROM YOUR USE OF PROGRAMS OR SERVICES SUCH LIABILITY SHALL BE LIMITED TO THE FEES YOU PAID DYNAMIC SYSTEMS INC FOR THE DEFICIENT PROGRAM OR SERVICES GIVING RISE TO THE LIABILITY N Export Export laws and regulations of the United States and any other relevant local export laws and regulations apply to the programs You must comply fully with all relevant export laws and regulations of the United States and other applicable export and import laws to
8. ersion of the Materials which has been superseded if the infringement claim could have been avoided by using an unaltered current version of the Material which was provided to the Recipient The Provider will not indemnify the Recipient to the extent that an infringement claim is based upon any information design specification instruction software data or material not furnished by the Provider Oracle will not indemnify you to the extent that an infringement claim is based upon the combination of any Material with any products or services not provided by Oracle Oracle will not indemnify you for infringement caused by your actions against any third party if the Oracle program s as delivered to you and used in accordance with the terms of this agreement would not otherwise infringe any third party intellectual property rights Oracle will not indemnify you for any infringement claim that is based on 1 a patent that you were made aware of prior to the effective date of this agreement pursuant to a claim demand or notice or 2 your actions prior to the effective date of this agreement This section provides the parties exclusive remedy for any infringement claims or damages H Technical Support For purposes of this agreement technical support consists of annual technical support services you may have ordered for the programs If ordered annual technical support including first year and all subsequent years is provided under Oracle s tech
9. ional license terms The services provided under this agreement may be related to your license to use programs which you acquire under a separate order The agreement referenced in that order shall govern your use of such programs Any services acquired from DYNAMIC SYSTEMS INC or Oracle are bid separately from such program licenses and you may acquire either services or such program licenses without acquiring the other Oracle is a third party beneficiary of this agreement D Ownership and Restrictions Oracle or its licensor retains all ownership in the intellectual property rights to the programs hardware operating system and integrated software Furthermore Oracle retains all ownership and intellectual property rights to anything developed by Oracle and delivered to you under this agreement resulting from the services Use of the operating system delivered with the hardware is limited to the terms of the license delivered with the hardware and only as incorporated in and as part of the hardware Use of the integrated software which is defined as software embedded in the hardware that is essential to hardware functionality e g firmware is limited to your internal business operations subject to the terms of the end user agreement and only as incorporated in and as part of the hardware Third party technology that may be appropriate or necessary for use with some Oracle programs and or hardware is specified in the program documentation and
10. l not unreasonably interfere with your normal business operations You agree to pay within 30 days of written notification any fees applicable to your use of the programs in excess of your license rights If you do not pay Oracle can end your technical support licenses and or this agreement You agree that Oracle shall not be responsible for any of your costs incurred in cooperating with the audit Any third party firms retained by you to provide computer consulting services are independent of DYNAMIC SYSTEMS INC or Oracle and are not DYNAMIC SYSTEMS INC s or Oracle s agents Neither DYNAMIC SYSTEMS INC nor Oracle are liable for nor bound by any acts of any such third party firm The Uniform Computer Information Transactions Act does not apply to this agreement or orders placed under it Oracle Products End User License Agreement EULA v130512 E Servers Page 5
11. ly in writing not later than 30 days after the Recipient receives notice of the claim or sooner if required by applicable law e gives the Provider sole control of the defense and any settlement negotiations and Oracle Products End User License Agreement EULA v130512 E Servers Page 2 1 12 70 15B Amendment 1 e gives the Provider the information authority and assistance the Provider needs to defend against or settle the claim If the Provider believes or it is determined that any of the Material may have violated a third party s intellectual property rights the Provider may choose to either modify the Material to be non infringing while substantially preserving its utility or functionality or obtain a license to allow for continued use or if these alternatives are not commercially reasonable the Provider may end the license for and require return of the applicable Material and refund any fees the Recipient may have paid to the other party for it and any unused prepaid technical support fees you have paid to Oracle for the license If you are the Provider and such return materially affects Oracle s ability to meet its obligations under the relevant order then Oracle may at its option and upon 30 days prior written notice terminate the order The Provider will not indemnify the Recipient if the Recipient alters the Material or uses it outside the scope of use identified in the Provider s user documentation or if the Recipient uses a v
12. mance of the services described in your purchase order If you purchase Oracle hardware the standard Oracle hardware warranty in effect at the time of purchase will apply This warranty information is available at http www oracle com support policies html ORACLE DOES NOT GUARANTEE THAT THE PROGRAMS WILL PERFORM ERROR FREE OR UNINTERRUPTED OR THAT ORACLE WILL CORRECT ALL PROGRAM ERRORS FOR ANY BREACH OF THE ABOVE WARRANTIES YOUR EXCLUSIVE REMEDY AND ORACLE S ENTIRE LIABILITY SHALL BE A THE CORRECTION OF PROGRAM ERRORS THAT CAUSE BREACH OF THE WARRANTY OR IF ORACLE CANNOT SUBSTANTIALLY CORRECT SUCH BREACH IN A COMMERCIALLY REASONABLE MANNER YOU MAY END YOUR PROGRAM LICENSE AND RECOVER THE FEES PAID FOR THE PROGRAM LICENSE AND ANY UNUSED PREPAID TECHNICAL SUPPORT FEES YOU HAVE PAID FOR THE PROGRAM LICENSE OR B THE REPERFORMANCE OF THE DEFICIENT SERVICES OR IF ORACLE CANNOT SUBSTANTIALLY CORRECT A BREACH IN A COMMERCIALLY REASONABLE MANNER YOU MAY END THE RELEVANT SERVICES AND RECOVER THE FEES PAID FOR THE DEFICIENT SERVICES TO THE EXTENT PERMITTED BY LAW THESE WARRANTIES ARE EXCLUSIVE AND THERE ARE NO OTHER EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS INCLUDING WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE F Trial Programs You may order trial programs or Oracle may include additional programs with your order which you may use for trial non production purposes only You may not use the
13. nical support policies in effect at the time the services are provided Oracle s technical support policies are hereby incorporated by reference into this agreement and are subject to change at Oracle s discretion however Oracle policy changes will not result in a material reduction in the level of services provided for supported programs during the period for which fees for technical support have been paid You should review the policies prior to entering into your purchase order for the applicable services You may access the current version of the technical support policies at http oracle com contracts If you decide to not purchase technical support at the time of the license and or hardware purchase then you will be required to pay reinstatement fees to DYNAMIC SYSTEMS INC or Oracle in accordance with Oracle s current technical support policies if you decide to purchase support at a later date Technical support is effective upon the effective date of the order to which this agreement accompanies otherwise stated in your order Software Update License amp Support or any successor technical support offering to Software Update License amp Support SULS acquired with your order may be renewed annually and if you renew SULS for the same number of licenses for the same programs for the first and second renewal years the fee for SULS will not increase by more than 4 over the prior year s fees If you decide to purchase technic
14. operations and subject to the terms of this agreement including the license definitions and rules set forth in the program documentation You may allow your agents and contractors including without limitation outsourcers to use the programs for the purposes set forth in the end user license agreement subject to the terms of such agreement you are responsible for their compliance with this agreement in such use For programs that are specifically designed to allow your customers and suppliers to interact with you in the furtherance of your internal business operations such use shall be allowed under this agreement Oracle s license definitions and rules are subject to change and are available at http partner oracle com log in select Membership Agreements amp Policies Oracle s license definitions and rules are hereby incorporated by reference into this agreement Services are provided based on Oracte s policies for the applicable services ordered which are subject to change and the specific policies applicable to you and how to access them will be specified on your order Except technical support services which are as specified in section H of this agreement Upon payment for services you will have a perpetual non exclusive non assignable royalty free license to use for your internal business operations anything developed by Oracle and delivered to you under this agreement however certain deliverables may be subject to addit
15. perability disassemble or decompile the programs the foregoing prohibition includes but is not limited to review of data structures or similar material produced by programs operating system and or integrated software and prohibit duplication of the programs operating system and or integrated software except for a sufficient number of copies for your licensed use and one copy of each program media e publish any results of benchmark tests run on the programs and or hardware and assign give or transfer the programs operating system integrated software and or any services ordered or an interest in them to another individual or entity in the event you grant a security interest in the programs operating system integrated software and or any services the secured party has no right to use or transfer the programs operating system integrated software and or any services E Warranties Disclaimers and Exclusive Remedies The provisions of this section do not apply to third party programs Oracle warrants that a program licensed to you will operate in all material respects as described in the applicable program documentation for one year after delivery You must notify Oracle of any program warranty deficiency within one year after delivery Oracle also warrants that services ordered will be provided in a professional manner consistent with industry standards You must notify Oracle of any services warranty deficiencies within 90 days from perfor
16. trial programs to provide or attend third party training on the content and or functionality of the programs You have 30 days from the delivery date to evaluate these programs If you decide to use any of these programs after the 30 day trial period you must obtain a license for such programs from Oracle or DYNAMIC SYSTEMS INC If you decide not to obtain a license for any program after the 30 day trial period you will cease using and will delete any such programs from your computer systems Programs licensed for trial purposes are provided as is and Oracle does not provide technical support or offer any warranties for these programs G Indemnification If a third party makes a claim against either you or Oracle Recipient which may refer to you or Oracle depending upon which party received the Material that any information design specification instruction software data or material Material furnished by either you or Oracle Provider which may refer to you or Oracle depending on which party provided the Material and used by the Recipient infringes its intellectual property rights the Provider at its sole cost and expense will defend the Recipient against the claim and indemnify the Recipient from the damages liabilities costs and expenses awarded by the court to the third party claiming infringement or the settlement agreed to by the Provider if the Recipient does the following e notifies the Provider prompt
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