CA Process Automation
Contents
1. AND B THE REMEDY FOR BREACH OF ANY SUCH WARRANTIES OR CONDITIONS IS LIMITED TO REPAIR OR REPLACEMENT OF ANY GOODS FOUND NOT TO COMPLY WITH THEM OR THE PROVISION OF MAINTENANCE AGAIN NO WARRANTIES OR CONDITIONS OF ANY KIND APPLY AFTER THAT PERIOD SOME STATES OR JURISDICTIONS DO NOT ALLOW SUCH LIMITATIONS SO TO THAT EXTENT THE FOREGOING LIMITATION MAY NOT APPLY TO CUSTOMER V2 1 EMEA License SPD_CA Process Automation_CEE ENG_20110801 technologies 6 5 Ownership and Proprietary Information Title to ownership of and all rights in the intellectual property including but not limited to patents copyrights trademarks and trade secrets in the CA Software and Documentation any derivative works thereof and any goodwill accruing from the use of such CA Software and Documentation belong exclusively to and shall remain with CA and or its licensors Customer shall not make available or disclose such intellectual property to any third parties except as expressly permitted by this License SPD and shall take appropriate action including by instruction or agreement with Customer s employees who are permitted access to such information to satisfy Customer s obligations hereunder 6 6 Assignment Customer may not assign the License SPD the use of any CA Software or Customer s rights and obligations under the License SPD without the prior written consent of CA The License SPD shall be binding on the parties and all of their respective succes2. controls 6 2 Applicable Law Both Customer and CA consent to the application of the same laws as are applicable to the contract through which Customer purchased the license of the CA Software to govern interpret and enforce this License SPD without regard to conflict of law principles The United Nations Convention on Contracts for the International Sale of Goods will not apply to this License SPD 6 3 Limitation of Liability 6 3 1 CA s liability shall regardless of the reason for the liability be unlimited in cases of death or bodily injury or injury of health and damages caused by gross negligence or willful default of CA or the grossly negligent or willful default of CA s legal representatives or persons whom CA occupies with the performance of its contractual obligations and in cases of liability under the Product Liability Act 6 3 2 In case of slight negligence CA shall regardless of the reason for the liability only be liable if and to the extent of a violation of an obligation which is essential for the execution of this Agreement Kardinalpflicht In this case CA s liability to Customer will be limited to damages which have been foreseeable and which can typically arise in connection with this Agreement Further to the above CA s liability to the Customer for indirect special and consequential damages including without limitation loss of profits loss of business loss of opportunity or loss of goodwill shall be
3. Power Packs and any Services delivered content is allowed CA Process Automation Express License includes two Orchestrators forty Agents all non Premium Connectors and seventy five Concurrent Processes per Orchestrator CA Process Automation Standard License includes two Orchestrators unlimited Agents three Premium Connectors all non Premium Connectors and two hundred Concurrent Processes per Orchestrator CA Process Automation Enterprise License includes unlimited Orchestrators unlimited Agents twenty Premium Connectors all non Premium Connectors and four hundred and seventy five Concurrent Processes per Orchestrator CA Process Automation Level 1 Orchestrator includes one Orchestrator and seventy five Concurrent Processes per Orchestrator CA Process Automation Level 2 Orchestrator includes two Orchestrators and two hundred Concurrent Processes per Orchestrator CA Process Automation Level 3 Orchestrator includes three Orchestrators and four hundred and seventy five Concurrent Processes per Orchestrator CA Process Automation Premium Connector License includes the right to use a Premium Connector to connect to a single instance of the target application or system CA Process Management for Workflows License includes unlimited Orchestrators five Agents and three Custom Operators No Premium connectors are available for purchase with this license The only CA product connectors that are available are those associa
4. limited to damages which have been foreseeable and which can typically arise in connection with this Agreement 6 3 3 It is the parties understanding that the foreseeable damages that can typically arise in connection with the licenses made available in this Agreement in the meaning of section 6 3 2 above will not exceed the total amount of fees paid by the Customer solely for the specific CA Software that caused the damage or gave rise to the cause of action with the exclusion of any Maintenance fees V2 1 EMEA License SPD_CA Process Automation_CEE ENG_20110801 technologies 6 3 4 The liability for loss of data shall be limited to the typical recovery efforts in the case of regular and adequate data back up 6 3 5 The parties agree the limitations and exclusions herein are fair and reasonable in all the circumstances of the Agreement 6 4 Limited Warranty CA warrants to Customer that it has the authority to grant to Customer the rights and licenses mentioned herein in the Territory and that the then prevailing generally available version of the CA Software is free of defects 6 4 1 If it is established that CA has breached either of the warranties above CA s only obligation and Customer s remedy shall be for CA to at its option 1 use reasonable efforts to cure the defect in the CA Software or 2 replace the defective CA Software with CA Software that materially conforms to the specifications in the Documentation 6 4 2 I
5. aintenance and v the error or defect is due solely to an error or omission on the part of CA its agents affiliates or employees 6 4 5 Customer understands and agrees that third party hardware equipment and software supplied by CA may be provided to Customer under warranty or pursuant to other terms and conditions offered by the manufacturer or licensor of such hardware or software Where applicable CA will include such warranties or other terms in Documentation accompanying the relevant software or other deliverable 6 4 6 If Customer claims under this warranty section Customer is not entitled or eligible to seek for the same warranty remedies from any other party under any another warranty provision THESE WARRANTIES ARE CUSTOMER S EXCLUSIVE WARRANTIES AND REPLACE ALL OTHER WARRANTIES OR CONDITIONS EXPRESS OR IMPLIED INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF SATISFACTORY QUALITY NONINFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE CA DOES NOT WARRANT THAT THE CA SOFTWARE OR MAINTENANCE WILL MEET CUSTOMER S REQUIREMENTS OR THAT USE OF THE CA SOFTWARE OR MAINTENANCE COMPONENTS WILL BE UNINTERRUPTED OR ERROR FREE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN EXPRESS OR IMPLIED WARRANTIES SO THE ABOVE EXCLUSION MAY NOT APPLY TO CUSTOMER IF PERMITTED BY APPLICABLE LAW A SUCH WARRANTIES OR CONDITIONS ARE LIMITED IN DURATION TO THE WARRANTY PERIOD SPECIFIED FOR THE APPLICABLE CA SOFTWARE OR MAINTENANCE
6. asonable testing and in the event of a bona fide disaster recovery event Maintaining copies of the CA Software in a hot standby environment or further or additional use of the CA Software for disaster recovery backup or archival purposes shall be subject to payment by Customer of the applicable fees to CA b modify unbundle or create derivative works of the CA Software c rent sell lease assign transfer or sublicense the CA Software or use the CA Software to provide hosting service bureau on demand or outsourcing services for the benefit of a third party d remove any proprietary notices labels or marks on or in any copy of the CA Software or Documentation or any CA Software or materials in which the CA Software or Documentation or portions thereof are embedded e use the CA Software in any manner that exceeds or is broader than the uses licensed to Customer or f reverse assemble decompile reverse engineer or otherwise translate the CA Software except to the extent specifically permitted by applicable law without the possibility of contractual waiver All rights not specifically granted hereunder are expressly reserved 6 General Terms 6 1 Export Rules Customer agrees that the CA Software is subject to export controls of the United States of America and import controls of any other country in which the CA Software may be used Customer agrees to export re export or import CA Software only in compliance with such laws and
7. f the defect cannot be cured within a reasonable period of time or if the rectification of the defect or replacement has finally failed Customer shall have the right i in case of a subscription license to have the fees agreed reasonably reduced and or terminate immediately for cause if the legal or statutory requirements are met ii in case of a perpetual license at its option 1 to rescind from the Agreement or have the fees agreed in the applicable order form reduced and 2 claim damages or to claim reimbursement of futile expenditures The right to claim damages or futile expenditures shall be subject to the limitations of liability set forth above in section 6 3 6 4 3 In case of a perpetual license the warranty claims stated herein shall become time barred within 1 year after delivery of the CA Software 6 4 4 This warranty and the remedies offered are applicable only if i the reported error or defect is reasonably reproducible by CA ii Customer provides CA with reasonable assistance in the diagnosis and remedy of the applicable breach iii Customer has installed and is using all updates patches and fixes made available by CA or its affiliates for the affected CA Software iv Customer has complied in all material respects with the terms and conditions of the Agreement and the relevant License SPD including but not limited to payment of all fees and has materially conformed to the Documentation for the affected CA Software or M
8. r that contains connectors and other logical constructs that define a set of actions that will take place when the Process is executed by the Orchestrator Process instance means a single copy of a Process definition that has been scheduled to run Queued state is running Running state or has completed running Failed or Completed state on a particular Orchestrator Concurrent Processes means the number of CA Process Automation Process instances that are marked in the Running state within an Orchestrator at any given time Power Pack means a combination of Process definitions Premium Connectors Custom Operators and other automation objects that are packaged together to implement a specific solution V2 1 EMEA License SPD_CA Process Automation_CEE ENG_20110801 technologies The CA Software is licensed in different editions which authorizes the use of the specified number of Orchestrators Agents Connectors and Concurrent processes the Authorized Use Limitation The various editions are CA Process Automation Player License includes one Orchestrator forty Agents all non Premium Connectors and two hundred Concurrent Processes per Orchestrator This license requires the purchase of either a Power Pack or a Services contract for the implementation of a solution that will be executed by the Player No new automation objects may be created with the Player License Only modifications of the purchased
9. re for the operation of Customer s Affiliate s internal data processing where an Affiliate shall mean any entity for which Customer holds greater than a fifty percent 50 interest or by force of law or contract but only for so long as Customer maintains that interest Customer may transfer such CA Software to new hardware site or location within the Territory upon prior written notice to CA and such transfer might be subject to the payment of additional fees to the local CA entity from which Customer has purchased the CA Software V2 1 EMEA License SPD_CA Process Automation_CEE ENG_20110801 technologies 5 2 Type of license The type of license Customer receives is designated in the order form for the CA Software and may include Perpetual License A perpetual license to use the CA Software Subscription License A license to use the CA Software for a specific length of time as set forth in the applicable order form When the license expires at the end of the applicable term Customer all Affiliates and Authorized End Users must stop using the CA Software if Customer has not obtained a new license 5 3 Use Prohibitions Except as expressly authorized by this License SPD Customer may not a copy reproduce distribute or disclose the CA Software provided that Customer may make a reasonable number of copies of the CA Software for bona fide cold standby disaster recovery backup and archival purposes and may use such copy for re
10. sors and assigns CA may assign the License SPD by written notice to Customer 6 7 Termination CA Europe Sarl may terminate the present License SPD as well as revoke the license hereby granted in the event of a breach by Customer and or Customer s Authorized End Users of this License SPD and or the agreement under which Customer has purchased the CA Software and or applicable Maintenance 7 Third Party Information and Terms If the CA Software contains third party software components and the third party licensor requires incorporation of specific license terms and conditions for such software into this CA license those third party software components and their specific terms and conditions which are incorporated by this reference are set forth in the Third Party Terms document located at https support ca com prodinfo tpterms V2 1 EMEA License SPD_CA Process Automation_CEE ENG_20110801
11. technologies Specific Program Document License SPD 1 CA Europe s a r l CA licenses to Customer the CA software program s listed below under the following terms and conditions By using the CA Software Customer confirms that Customer has read and agreed to these terms Customer means the legal entity being granted the license to the CA Software under this License SPD also referred to as Client Customer or Licensee CA Software means the program s licensed under this License SPD and any fixes patches updates upgrades or other software provided to Customer as part of Maintenance Maintenance means the maintenance and support services provided to Customer by the entity from which Customer has purchased the CA Software 2 Program Name CA Process Automation 3 Specified Operating Environment The CA Software s specifications and specified operating environment information may be found in the Documentation accompanying the CA Software if available e g a user manual user guide or readme txt or notice txt file Documentation means a with respect to CA Software only standard specifications user documentation and technical manuals and guides provided with the CA Software some or all of which may be in English only and b with respect to Maintenance and warranty support CA s external policies covering the scope and nature of Maintenance and warranty support available to CA cus
12. ted with the product s providing the entitlement This is a limited use entitlement and its use is restricted to the context of Workflows associated with the CA product s providing the entitlement The component limits are not cumulative across multiple instances of the license at any individual customer The number of concurrent processes executing on any licensed Orchestrator may be exceeded as long as the total number of concurrent processes executing on all licensed Orchestrators is not exceeded For example if the license is for two Orchestrators with seventy five Concurrent Processes per Orchestrator one hundred Concurrent Processes could be utilized on one Orchestrator so long as only fifty Concurrent Processes are utilized on the second Orchestrator 5 Licensing terms 5 1 License grant The license granted to Customer is a limited non exclusive non transferable and territory wide license The Territory is specified in the applicable order form in the section entitled Territory Customer s use of the license shall extend to use by Customer and Customer s Authorized End Users Authorized End Users means Customer and Customer s Affiliate s employees and independent contractors but excluding any outsourcer facilities management providers or application service provider Use of the CA Software by Authorized End Users shall at all times remain Customer s responsibility and liability Customer may use the CA Softwa
13. tomers can be found at http www support ca com 4 Licensing Model CA Software means the CA Process Automation software described herein in object code form only Agent means a single installation of the agent software component of the CA Software on a specific operating system which can be identified as a unique host identification on a physical or virtual hardware server Orchestrator means a single installation of the Orchestrator software component of the CA Software on a specific operating system which can be identified as a unique host identification on a physical or virtual hardware server This installation can be a stand alone Orchestrator or as a node of a new or existing clustered Orchestrator Connector is the software program connecting the CA Software with specific named third party software or other CA software For example CA Process Automation Connector For CA Service Desk connects CA Process Automation with CA Service Desk Each Connector may only be used to connect the CA Software with the specific named third party software or CA software program Premium Connector means a Connector identified as Premium by CA Custom Operator means a type of automation object within the CA Process Automation Orchestrator that can be created to enhance modify or restrict the capabilities of an existing Connector Process means a type of automation object within CA Process Automation Orchestrato
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