Product
License Agreement
(Rev. 01-Nov-2001)
IMPORTANT! READ THIS LICENSE
AGREEMENT (HEREAFTER “AGREEMENT”) BEFORE BREAKING THE SEAL ON THE PROGRAM MEDIA
PACKAGE, CLICKING ON THE “ACCEPT” BUTTON, ENTERING “YES” IN RESPONSE TO THE
ELECTRONIC LICENSE ACCEPTANCE INQUIRY, INSTALLING, OR ELECTRONICALLY
DOWNLOADING. ANY OF THE ABOVE ACTIONS
INDICATE ACCEPTANCE OF, AND LEGALLY BINDS YOU, YOUR COMPANY, AND ITS EMPLOYEES
(“LICENSEE”), AND RATIONAL SOFTWARE CORPORATION, INCLUDING ITS SUBSIDIARIES
(“RATIONAL”), TO THE TERMS AND CONDITIONS SET FORTH BELOW. IF LICENSEE DESIRES TO NEGOTIATE NEW OR
DIFFERENT TERMS, CONTACT RATIONAL'S CONTRACTS DEPARTMENT AT+1-408-863-9900
BEFORE TAKING ANY OF THE ABOVE ACTIONS.
IN THE EVENT LICENSEE CONTACTS RATIONAL BUT WE ARE UNABLE TO NEGOTIATE
AN ACCEPTABLE SOLUTION, RATIONAL WILL REFUND THE PRICE OF LICENSEE’S LICENSE
FEE UPON THE RETURN OF THE UNOPENED MEDIA PACKAGE AND ACCOMPANYING
DOCUMENTATION WITHIN THIRTY (30) DAYS OF PURCHASE TO: Rational Software Corporation, Contracts & Legal Services
Department, 18880 Homestead Road, Cupertino, California 95014.
1.0
GENERAL GRANT OF LICENSE. Subject to the terms and conditions of this
Agreement, Rational hereby grants to Licensee a nonexclusive license to use
solely for Licensee’s internal business purposes, the enclosed software
program(s) (including any link-time and run-time modules), any hardware key
that may be furnished, user documentation, and/or development process
documentation (including, but not limited to documentation on computer readable
media), for which the applicable license fees were paid, (collectively
"Product") within the Site (defined below) and in accordance with the
definitions of the Product license type (defined in Section 2.0). Licensee may also use any enclosed
documentation solely to support such use of the Product. A Site (“Site”) shall be defined as one of
the following regions, or other mutually negotiated geographic designation,
determined by the Ship-To location for which the applicable license fees were
paid, and shall be subject to Export Control restrictions as defined in
Paragraph 10 of this Agreement.
1.1
REGIONS.
Region 1: North
and South America.
Region 2: Europe,
Middle East and Africa.
(Includes
the 15 countries of the European Community, Switzerland, Norway, Jersey,
Guernsey, Isle of Man, Iceland, Monaco, Andorra, Liechtenstein, San Marino,
Malta, Cyprus, Albania, all the countries of the former Yugoslavia, Israel,
Turkey, all the countries of the Arab Middle East, Iran, the 6 countries of the
former Eastern Europe region (Bulgaria, Romania, Poland, Czech Republic,
Slovakia, Hungary), all the countries of the former Soviet Union, all the
countries of Africa, Madagascar, and the Islands of the South Indian Ocean.)
Region 3: North
East Asia.
(Includes
South Korea, Japan, China, Taiwan, Hong Kong, and Macau.)
Region 4: South
and South East Asia and Australia/Pacific.
(Includes
India, Maldives, Pakistan, Myanmar, Nepal, Bhutan, Bangladesh, Thailand, Laos,
Cambodia, Vietnam, Singapore, Malaysia, Indonesia, East Timor, the Philippines,
Brunei, Papua New Guinea, the Pacific Ocean Islands, Australia, and New
Zealand.)
1.2
ACCESS AND USE. Only Licensee may access or use the
Product. Product may only be accessed
and used on Licensee’s equipment at Licensee’s facilities within the Site. Licensee may not rent, lease or use the
Product in a service bureau or application service provider capacity, unless
Licensee has paid appropriate fees to Rational.
Notwithstanding
any contrary terms of this Agreement, Licensee’s third-party contractors or
consultants (“Contractor”) shall be permitted to use the Product: (a) solely
for the benefit of Licensee; (b) only according to the terms of this Agreement
(including the requirement that Product remains installed only on Licensee’s
equipment at Licensee’s facility); and (c) with technical support to Contractor
to be coordinated through Licensee.
Licensee shall at all times be responsible for Contractor’s compliance
with the terms of this Agreement.
Licensee
may deinstall, move and reinstall the Product within the Site, provided that
Licensee complies with Rational licensing authorization codes and licensing
procedures. Licensee may not move the
Product outside the Site unless applicable fees have been paid. The Product shall not be accessed
simultaneously by more than the number of authorized users, including users
accessing the Product via an Internet or network connection, for which the applicable
license fees have been paid. The
Product shall not be accessed by an Internet or network connection user who is
located outside of the Site.
A Product
license is for use only on the designated host platform(s) for which the
license is issued, except as may be stated elsewhere in this Agreement. Any Product may be transferred in its
entirety from one designated host to a different, then-current designated host
platform within the same Site provided that with any such transfer: (a)
Licensee has a current Customer Support Services (“CSS”) contract in place; (b)
in no event shall the total number of Product licenses in use exceed the total
number of Product licenses for which the license fees have been paid; and (c)
Licensee shall be responsible for any additional price in such a transfer of
host platforms.
The
individual Products that are licensed as part of a multi-Product bundle or a
Rational Suites Product may not be used simultaneously by different users, and
may be used by only one user at a time.
For each separate Product which is included as a component of a Rational
Suites Product, that separate Product shall be subject to all licensing
properties of the Rational Suites Product. Licensee shall inform all users of
the Product of the terms and conditions of this Agreement. Title to and full ownership of all copies of
the Product remain with Rational and/or Rational's licensors and are protected
by United States copyright laws, patent laws, international treaties, and all
other applicable laws. The licensed
Product may contain programs, applications or code that are subject to open
source type licenses. Licensee should
refer to the Product documentation for more information. All rights not explicitly granted to
Licensee herein are reserved to Rational.
1.3 ASSIGNMENT
AND TRANSFER. Licensee may not
assign, allow the assumption of, or otherwise transfer Product licenses,
including, but not limited to, transfer by operation of law, or assignment or
transfer to parent companies, subsidiaries or affiliates. Nevertheless, upon written notice in form
and content acceptable to Rational, a Product License may be transferred to:
(a) the successor entity in the event of a Change of Control of Licensee,
defined as a third party acquiring direct or indirect ownership or control of
more than fifty-one percent (51%) of the outstanding securities representing
the right to vote for the election of directors or other governing authorities
of the Licensee, or (b) pursuant to a U. S. Government program awarded to
Licensee if the Product is assigned to the U.S. Government as residual property
at the end of a contract, but not under an indefinite delivery, indefinite
quantity ("IDIQ") contract or similar procurement vehicle. Any such assignment shall be subject to the
terms and conditions stated herein.
After any such assignment or transfer, the assigning or transferring
Licensee shall have no rights with regard to the Product licenses.
2.0 PRODUCT LICENSE TYPES.
2.1 FLOATING: A Product license that
allows shared use on multiple designated hosts, provided use occurs via a
common license server(s) and the total number of simultaneous users does not
exceed the total number of authorized Floating Product licenses purchased for
the applicable Product.
2.1.1 WORLDWIDE FLOATING. For a Worldwide Floating Product license,
provided that applicable license fees have been paid, the Site shall be defined
as all Regions in Section 1.1.
2.2 NODE-LOCKED. A Product license that allows
non-simultaneous use by one or more users only on a single, designated host (node).
This Product license is tied to the host hardware by the hard drive product ID.
2.2.1 PORTABLE COMPUTER USAGE (e.g., laptop). When a node-locked Product license is
installed on a portable computer as the authorized designated host, any Site
limitations shall not apply, provided that the Product license shall not be
transferred to any other host outside the Site.
2.3 NAMED USER. A Product license for which shared access on
multiple designated hosts is controlled by maintaining specific user ID's on a
common license server(s). The number of
user ID's cannot exceed the number of Named User Product licenses purchased for
the applicable Product. Only specified
users are eligible to use the Product license.
2.4 RATIONAL UNIFIED PROCESS. A Product license for which the number of
Product licenses shall equal the total number of project members on all
projects following such process. A
Product license must be purchased for each authorized user.
2.5 SUBSCRIPTION. A limited term, non-perpetual Product license,
with a Site defined as all Regions in Section 1.1. Use is authorized only by identified users on multiple designated
hosts, provided use occurs via a common license server(s) and the total number
of simultaneous users does not exceed the total number of authorized
Subscription Product licenses purchased for the applicable Product. Notwithstanding any contrary terms of this
Agreement, a subscription license: (a)
is not assignable except upon written approval by Rational; (b) has an
expiration date on its authorization code corresponding to the termination date
of the license purchased, and shall be disabled upon the expiration of the
license term; and (c) includes updates and support in accordance with the
Rational Software Corporation Customer Support Services Terms and Conditions.
3.0 AUTHORIZATION CODES. Many Rational Products require periodic
authorization codes based on the serial number or host I.D. of the installation
computer and the number of authorized simultaneous users. These codes require Rational to enable such
Product for use on a particular installation computer. The Product may contain such codes and may
be disabled if installed on a computer with a different serial number or if
used by more than the authorized number of simultaneous users.
4.0 COPIES. The Product (or any derivative work, if applicable) may be copied
or modified only in the following circumstances: (a) source code of reusable
components of the Rational Compilation Integrator may be copied for use on any
remote compilation platform only; (b)
to create derivative works pursuant to Section 13.2; (c) pursuant to Section
13.4; (d) to create a derivative work of the computer readable documentation
(however, any derivative work of computer readable documentation will contain
material proprietary to Rational (or Rational’s licensor), and Licensee shall
not copy or distribute the derivative work without the express written consent
of Rational); or (e) as reasonably required for back-up or archival purposes. Licensee may copy Product documentation as
reasonably required to support internal use of the Product. In all instances of authorized copying,
Licensee shall reproduce in each copy all copyright, patent, proprietary rights
and confidentiality notices and restricted rights legends.
5.0 TERM AND TERMINATION OF PRODUCT
LICENSE. The Product license shall
be valid from the date purchased by Licensee and is perpetual unless
terminated: (a) by mutual consent; (b) by Licensee’s election; or (c) by
Rational upon Licensee's failure to cure a material breach of this Agreement
within thirty (30) days of receipt of written notice of breach, or immediately
upon written notice if the breach by its nature is incurable. In the event of any termination of this
Agreement, Licensee shall immediately return to Rational all copies of the
Product and other Rational provided materials and certify to Rational that any
and all copies of the Product have been destroyed.
6.0 UPDATES AND SUPPORT. This Agreement does not grant Licensee
rights to any improvements, modifications, enhancements, updates to the
Product, or other support services.
Support services may be purchased separately from Rational in accordance
with the Rational Software Corporation Customer Support Services Terms and
Conditions, which is mandatory for the initial year for most Rational
Products. The purchase of support
services does not increase the number of authorized users for the Product. Use
of improvements, modifications, enhancements or updates to the Product shall be
governed by the terms and conditions of this Agreement.
7.0 LIMITED WARRANTIES.
Rational warrants the media on which the Product is furnished to
Licensee to be free of defects in materials and workmanship and that the
Product will substantially operate according to specifications published by
Rational for a period of ninety (90) days from the date of purchase. The latest revisions of all of Rational’s
currently available Product on supported variants of Windows and UNIX, rely on standard
mechanisms for all operations related to computing and storing the date and
time. The Product accurately processes
date data, when used in accordance with the Product documentation provided and
to the extent that the hardware and underlying operating system correctly process
date data. Rational Products will
remain Year 2000 compliant provided the Product remains under current Customer
Support Services contract and the updates provided thereunder are applied to
the Product.
Rational's
sole liability and Licensee’s exclusive remedy for breach of any warranties
shall be, at Rational's option: (a) to repair or replace Licensee’s defective
media or Product or; (b) to refund the license fee paid for the Product and
cancel this Agreement. Any modification of the Product by any
party other than Rational except in accordance with Rational's instructions, or
use of said Product other than as specified in relevant Rational publications,
shall void this warranty.
Rational does not warrant that the functions
contained in the Product will meet LICENSEE’S requirements or that the Product
will be error-free. EXCEPT TO THE
EXTENT PROHIBITED or limited by law from jurisdiction to jurisdiction, RATIONAL
EXPRESSLY DISCLAIMS ALL WARRANTIES (OTHER THAN THOSE WARRANTIES STATED IN THIS
SECTION 7.0), EXPRESS OR IMPLIED, WITH RESPECT TO THE MEDIA AND PRODUCT,
INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY,
NON-INFRINGEMENT, TITLE OR FITNESS FOR A PARTICULAR PURPOSE OR ARISING FROM A
COURSE OF DEALING, USAGE OR TRADE PRACTICE, AND ANY WARRANTY AGAINST
INTERFERENCE WITH LICENSEE'S QUIET ENJOYMENT OF THE PRODUCT. IN THE EVENT THAT SOURCE CODE LICENSED AND
PROVIDED UNDER THIS AGREEMENT IS MODIFIED BY LICENSEE (WHICH MODIFICATION SHALL
INCLUDE, WITHOUT LIMITATION, THE CREATION OF OBJECT CODE), THE WARRANTIES AS
PROVIDED IN THIS SECTION 7.0 ARE VOID AS TO SUCH SOURCE CODE, AND SUCH SOURCE
CODE IS THEN PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND WHATSOEVER. IN NO EVENT SHALL RATIONAL OR ITS LICENSORS
BE LIABLE TO LICENSEE OR A THIRD PARTY FOR ANY INDIRECT, SPECIAL, OR
CONSEQUENTIAL DAMAGES INCLUDING LOST PROFITS, LOST DATA AND THE LIKE ARISING
OUT OF OR IN CONNECTION WITH THIS AGREEMENT EVEN IF RATIONAL HAS BEEN ADVISED
OF THE POSSIBILITY OF SUCH DAMAGES.
EXCEPT FOR THE INDEMNIFICATION OBLIGATIONS OF PARAGRAPH 8.0, IN NO EVENT
SHALL THE CUMULATIVE LIABILITY OF RATIONAL
OR ITS LICENSORS TO LICENSEE OR ANY OTHER PARTY FOR ANY LOSS OR DAMAGES
RESULTING FROM ANY CLAIMS, DEMANDS, OR ACTIONS RELATED TO, ARISING FROM, OR
BASED UPON this AGREEMENT EXCEED THE LICENSE FEE PAID BY LICENSEE FOR USE OF
THE PRODUCT.
8.0 INDEMNIFICATION. Rational shall, except as otherwise provided
below, defend or settle any claim made or any suit or proceeding brought
against Licensee so far as it is based on an allegation that any Product
furnished hereunder infringes any patent, copyright, trademark, trade secret or
other intellectual property right, if Rational is notified promptly in writing
and given reasonable information and assistance, and Rational is given the sole
authority to defend or settle same at Rational's expense. Rational shall pay
all damages and costs (other than costs of Licensee’s retained counsel or the
value of the services of Licensee’s employees) finally awarded therein against
Licensee. In case the Product in such suit is held to infringe and the use of
the Product is enjoined, or in the case of a settlement as referred to above,
Licensee will permit Rational, at its own option and expense, to: (a) procure for Licensee the right to continue
using the Product; (b) replace the Product with a noninfringing Product without
degradation in performance; (c) modify the Product so it becomes noninfringing
without degradation in performance; or, (d) if none of the foregoing is
practicable in the reasonable judgment of Rational, Rational will refund the
price paid for the Product. If Rational
refunds the price paid for the Product, the Product license under this
Agreement shall immediately terminate.
Rational shall have no liability for any infringement of patents,
copyrights, or other intellectual property rights, trademarks or trade secret
resulting from: (1) compliance with Licensee’s designs, specifications, or
instructions; (2) modifications of the Product by any party other than Rational
other than in accordance with Rational's instructions; (3) use of the Product
other than as specified in relevant Rational publications; (4) use of the
Product by Licensee after Rational has made available to Licensee a
non-infringing version of the Product or has refunded to Licensee the price
paid for the Product; or (5) use of the Product with infringing software or
data. THIS SECTION 8.0 STATES
RATIONAL'S AND ITS LICENSORS’ ENTIRE LIABILITY FOR COPYRIGHT, TRADE SECRET,
PATENT OR OTHER INTELLECTUAL PROPERTY RIGHT INFRINGEMENT BY THE PRODUCT
FURNISHED HEREUNDER.
9.0 LICENSEE RESPONSIBILITIES. Licensee agrees not to reproduce, deactivate
or bypass the security devices, including any hardware key, supplied with the
Product. Licensee agrees to comply with
all Rational standard Product licensing procedures and authorization codes, and
not to utilize programs, scripts or any other automatic devices to access or
use the Product in a manner inconsistent with the terms of this Agreement. Licensee agrees to preserve and respect all
copyright, patent, proprietary rights and confidentiality notices and
restricted rights legends included in the Product. Licensee agrees not to
disassemble or reverse-compile the Product or any portion thereof and to not
permit others to do so, except as permitted by applicable law, but then only to
the extent that: (a) Rational is not legally entitled to exclude or limit such
rights by contract and; (b) Licensee notifies Rational of Licensee's
requirements with respect to interoperability or functional compatibility
before engaging in reverse engineering and give Rational the opportunity to
provide to Licensee the information necessary to achieve such interoperability
or compatibility without reverse engineering.
Licensee hereby acknowledges that Licensee is aware of the fact that the
Product contains professional and confidential know-how and, therefore, agrees
not to disclose, transfer, or otherwise provide to any third party any portion
of the Product except as provided in this Agreement or with the express written
permission of Rational. Licensee shall
be responsible for all taxes including, but not limited to, sales, use,
withholding, value-added, goods and services and excise taxes assessed or
levied by any jurisdiction arising out of the performance of this Agreement,
except for taxes based on the net income of Rational.
10.0 EXPORT CONTROLS. The Product is subject to all applicable
export laws in accordance with the U.S. Export Administration Regulations and
Licensee hereby agrees that neither the technical data nor the direct product
thereof is intended to be shipped, either directly or indirectly to any
embargoed countries nor used for or in support of any prohibited activities.
11.0 GENERAL. This Agreement represents the complete and exclusive statement of
the agreements concerning the license between the parties, supersedes all prior
agreements and understandings and may be modified only in writing signed by
Licensee and Rational. The acceptance
of any purchase order placed by Licensee is expressly made conditional on
Licensee’s assent to fully comply with all applicable laws and regulations, the
terms and conditions set forth herein, and any additional or inconsistent terms
or conditions contained in Licensee’s purchase order or other writing
pertaining to this license are hereby rejected. If any provision of this Agreement is held to be unenforceable or
illegal under certain circumstances for any reason, such decision shall not
affect the validity or enforceability of such provisions under other
circumstances or the remaining provisions hereof and such provisions shall be
reformed only to the extent necessary to make them enforceable under such
circumstances. This Agreement shall be governed
by and construed under the non-exclusive jurisdiction of California law.
12.0 U.S. GOVERNMENT RIGHTS. In the event of any U.S. Government
involvement with Product licensed under this Agreement, use, duplication, or
disclosure by the U.S. Government is subject to restrictions set forth in this
Agreement and in DFARS 227.7202-1(a) and 227.7202-3(a) (1995), DFARS
252.227-7013(c)(1)(ii) (Oct 1988), FAR 12.212(a) 1995, FAR 52.227-19, or FAR
52.227-14, as applicable. Licensee and
Licensee’s successors in interest agree that only rights to the Product set
forth in this License are provided.
13.0
ADDITIONAL PRODUCT SPECIFIC TERMS.
13.1 PERFORMIX LICENSES. With regard to Performix licenses, each
license authorizes Licensee to use the Product for the purpose of testing
Licensee’s software application by emulating use of the application limited to
a number of users specified on the applicable order (“User Emulation User
Limit”).
13.2 SOURCE CODE PRODUCTS. Certain Rational Products, including,
without limitation, APEX, VADS, Rational Rose Realtime, Rational Test RealTime
and Rational Site Load Product families, include source code as part of the
Product License. Except with respect to
any Rational SiteLoad Product license, if source code is enclosed, Licensee may
use it to create derivative works to be used in accordance with the foregoing
license provisions. All copyright,
patent, trademark and trade secret rights in and to the Product shall remain
with its owner and shall continue in the portions of the Product incorporated
into any derivative work. Licensee
acknowledges that because the source code contains, and any derivative work
will contain, material proprietary to Rational or Rational's licensors,
Licensee shall not copy or distribute source code or any derivative work
without the express written consent of Rational and, in some cases, payment of
additional license fees. Licensee may
make, modify and distribute copies of the Standard C++ Library, and other third
party C++ Libraries, not exclusively distributed as target software
(“Libraries”), solely as incorporated into derivative works composed of the
Libraries, provided that the Libraries do not constitute a major portion of the
value of the derivative work.
Notwithstanding any provisions in this Agreement to the contrary,
Licensee may not distribute in any manner the header files, source code, object
modules, executables, template-based classes, or independent static libraries
of the Libraries.
13.3 RATIONAL UNIFIED PROCESS (RUP) PRODUCT. Rational grants the licensee the right to
create derivative works of the Rational Unified Process Product. Each authorized user creating and/or
utilizing such derivative works must have a valid license for RUP pursuant to
Section 2.4 of this Agreement. Such
derivative works shall not be distributed to any third party without the prior
written consent of Rational.
13.4 RUNTIME COMPONENTS. Certain Rational Products, including,
without limitation, Performix, Apex
Embedded, VADScross, VADSworks and Rational Rose RealTime Product families
include components in the form of runtime libraries, scripts, utilities, or
add-ins (“Runtime Components”). Licensee agrees that Licensee’s application
shall contain the proper copyright, proprietary rights, and confidentiality
notices and restricted rights legends set forth in the Product, and Licensee
agrees to indemnify, hold harmless, and defend Rational and its suppliers from
and against any claims or lawsuits, including attorney’s fees, that arise or
result from the marketing, use or sublicensing of the Licensee’s application or
Licensee’s distribution of such Runtime Components.
13.4.1 PERFORMIX PRODUCT. Rational grants Licensee a non-exclusive
license to use the Runtime Component for a Performix product only with
Rational’s licensed Product and only in conjunction with the licensed use of
the Performix product.
13.4.2 APEX EMBEDDED, VADSCROSS AND VADSWORKS
PRODUCTS. Rational’s Apex Embedded,
VADScross, VADSworks Products include runtime libraries identified as the Apex
Embedded (VADS) Ada Runtime System (“Target Software”) that are linked in with
the user’s program. For each such
Product licensed, Rational grants Licensee a non-exclusive license to reproduce
and distribute one copy of such Product’s Target Software in object code form
only and solely when bundled with or contained in Licensee’s software product,
and to use copies of Target Software internally. Licensee agrees to purchase runtime sublicensing rights by paying
an additional license fee (“Target Fee”) for each copy of Licensee’s software
sold, transferred, or placed into use by Licensee that contains Target
Software.
13.4.3 RATIONAL
ROSE REALTIME PRODUCTS (INCLUDING CONNEXIS PRODUCTS). As to the Runtime Components of Rational
Rose RealTime, Licensee is further granted a license to reproduce, and
distribute to end users of Licensee’s application the executable code (i.e.,
object code) produced by Licensee with the Rational Rose RealTime Product for
the licensed target platform. Licensee may also distribute to end users of
Licensee’s application the executable code produced with the Rational Rose
RealTime Target Deployment Package Product and Connexis Product for the
licensed target platform. All such
distribution rights granted above, are limited: (a) for Rational Rose RealTime
Product: to distributing executable code for the operating system and platform
for which the Product is licensed and on which it is to be installed (licensed
host platform); (b) for Rational Rose RealTime Target Deployment Package
Product: to distributing executable code for the target deployment platform(s)
for which the Rational Rose RealTime Target Deployment Package Product is
licensed; (c) for Connexis Standard Edition Product
and Connexis Professional Edition Product: to distributing executable code for
the operating system and platform for which the Product is licensed and on
which it is to be installed (licensed host platform) and the target deployment
platform(s) for which the Product is licensed; and (d) for all four Products: to distributing only as part of Licensee’s
application, and only if the executable code does not constitute a major
portion of the value of Licensee’s application. If Licensee has licenses for both Rational Rose RealTime and
Rational Rose RealTime Target Deployment Package Product(s), Licensee may, at
its own risk, develop an application to run on platforms not supported by
Rational. Where executable code is
embedded in Licensee’s application, Licensee further agrees that the
distribution of such executable code by the Licensee shall be pursuant to an
end user license agreement which protects Rational, its licensors and the
Runtime Components to at least the same extent as this Agreement.
With
regard to the individual Connexis Product and the individual Rational Rose
RealTime Target Deployment Package Product components that are licensed as part
of either a Rational Rose RealTime Professional Product license or a Rational
Suite DevelopmentStudio RealTime Edition Product license, Licensee may only
utilize each such individual component concurrent with the use of the Product
license of which it is a part.
13.5 VISUAL TEST REDISTRIBUTABLE COMPONENTS.
13.5.1 SAMPLE CODE. Rational grants to Licensee a non-exclusive, royalty-free right
to use and modify the source code version of those portions of the Visual Test
Product which are identified in the Visual Test Product as the Sample Code
(“Sample Code”), provided Licensee complies with Section 13.5.3. Licensee may not distribute the Sample Code
or any modified version of the Sample Code, in source code form.
13.5.2 REDISTRIBUTABLE FILES. Rational grants to Licensee a non-exclusive,
royalty-free right to reproduce and distribute the object code version of any
portion of the Visual Test Product EXCEPT those portions designated in
the Visual Test Product file NOREDIST.WRI, (“Redistributables”), provided
Licensee complies with Section 13.5.3.
13.5.3 REDISTRIBUTION REQUIREMENTS. If Licensee redistributes the
Redistributables and/or Sample Code (collectively “Redistributable
Components”): (a) Licensee agrees to
distribute the Redistributable Components in object code form only in
conjunction with and as a part of Licensee’s software product compiled with
Rational Visual Test; (b) Licensee’s software product must add significant
and/or primary value to the Redistributables; (c) Licensee’s software product
may not, in the reasonable opinion of Rational, compete with the Visual Test
Product; (d) Licensee agrees to not use Rational’s name, logo, or trademarks to
market Licensee’s software product; (e) Licensee agrees to include a valid
copyright notice on Licensee’s software product; (f) Licensee agrees to
display, if required in the Visual Test Product documentation, the designated
patent notices on the packaging and in the README file of Licensee’s software product;
and (g) Licensee agrees to indemnify, hold harmless, and defend Rational and
its suppliers from and against any claims or lawsuits, including attorney’s
fees, that arise or result from the use or distribution of Licensee’s software
product.
13.5.4 RATIONAL VISUAL TEST PRODUCT (VT). The Rational Visual Test Product (VT)
comprises software programs that are compatible with Intel-based hosts (running
16-bit or 32-bit Microsoft Windows or Windows NT), as well as non-Intel-based
hosts (running Microsoft Windows NT).
Licensee may, subject to the terms of this Agreement, install and use
one copy of the VT provided for one type of host on a single computer.
13.6 CLEARCASE LICENSES. Licensee is prohibited from creating any
software program which links, embeds or makes direct function calls to Product
runtime components licensed to Rational by third parties.
13.7 RATIONAL SITELOAD LICENSES. For each Product license of Rational
Siteload, Licensee receives the Product with the number of available Virtual
Testers limited to the Virtual Tester capacity purchased. Expanding the number of available Virtual
Testers by any means, including multiple installations of the Product, is
prohibited without first purchasing the appropriate additional Virtual Tester capacity. Certain versions of the Rational Siteload
product include source code in order for Licensee to modify the Product to meet
specific environment needs. Use of such
source code provided is limited to the internal testing requirements of
Licensee. For any derivative works
produced with such source code, no rights are granted for any use other than
internal testing requirements of Licensee.
Section 13.2 of this Agreement shall not apply to any Rational Siteload
Product, and Licensee may not copy or distribute in any manner any source code
contained therein.
13.8 THIRD PARTY PASS-THROUGH TERMS.
13.8.1 VIGNETTE. Vignette Corporation is a third party licensor of Rational Suite
ContentStudio and a third party beneficiary of this Agreement. As such, Vignette will be entitled to
enforce the provisions of this agreement against Licensee to the maximum extent
permitted by law. Vignette’s AND ITS THIRD-PARTY LICENSORS' CUMULATIVE LIABILITY TO
LICENSEE OR ANY OTHER PARTY FOR ANY LOSS OR DAMAGES RESULTING FROM ANY CLAIMS,
DEMANDS, OR ACTIONS RELATED TO, ARISING FROM, OR BASED UPON THE LICENSING OF
RATIONAL SUITE CONTENTSTUDIO UNDER THIS AGREEMENT SHALL NOT EXCEED THE LICENSE
FEE PAID BY LICENSEE FOR USE OF THE PRODUCT.
13.8.2 NETEGRITY. Rational, under contract with Netegrity, Inc.,
bundles parts of Netegrity SiteMinder software with the Product. Such bundled parts shall not be unbundled
from, or used independently of, the Product.