This end user software license agreement is a legal agreement ("Agreement") between you ("Licensee") and Softerra, Inc. ("Softerra"), which is the owner or licensor of the Softerra LDAP Administrator Software ("Software"). This Agreement specifies the terms and conditions under which Licensee may use the Software.
PLEASE READ THIS LICENSE AGREEMENT CAREFULLY BEFORE DOWNLOADING OR USING THE SOFTWARE. BY CLICKING ON THE "ACCEPT" BUTTON, DOWNLOADING THE SOFTWARE, OR USING THE SOFTWARE, YOU WILL BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, CLICK THE "DO NOT ACCEPT" BUTTON AND THE INSTALLATION PROCESS WILL NOT CONTINUE, AND YOU WILL NOT BE ABLE OR AUTHORIZED TO USE THE SOFTWARE.
The provisions of this Subsection 1 shall apply to the Software downloaded for temporary and/or trial use.
Subject to the terms and conditions of this Agreement, the Software is licensed, not sold to Licensee by Softerra for an evaluation period of thirty (30) days from the download date ("Evaluation Period").
(i) Licensee may use the Software for its own internal evaluation and for no other purpose.
(ii) There is no fee for Licensee's use of the Software in accordance with this Agreement during the Evaluation Period; however, Licensee is responsible for any fees which may be associated with usage beyond the scope permitted herein.
(iii) Upon completion of a successful evaluation of the Software, Licensee is expected to apply for a commercial license of the Software.
Licensee understands that the Software may contain code which automatically disables the Software at the end of the Evaluation Period, or Softerra may otherwise disable or delete the Software at the end of the Evaluation Period.
1.2 "AS-IS" Warranty.
LICENSEE AND SOFTERRA AGREE THAT THE SOFTWARE USED DURING THE EVALUATION PERIOD IS PROVIDED "AS IS", AND THAT SOFTERRA MAKES NO WARRANTY AS TO THE SOFTWARE, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGMENT, AND FITNESS FOR A PARTICULAR PURPOSE.
1.3. Applicability of Agreement.
The provisions of Subsection 2, below, do not apply to Software downloaded for trial or temporary use. All other provisions of this Agreement apply to the trial or temporary use.
The provisions of this Subsection 2 shall apply to all licenses of the Software except for trial evaluation licenses under Subsection 1.
Subject to the terms and conditions of this Agreement, and in consideration for Licensee's payment of the applicable license fees, Softerra hereby grants to Licensee, and Licensee accepts from Softerra, a perpetual, non-exclusive, non-transferable and non-sublicensable right to use the Software, solely for Licensee's internal business purposes. This license consists of the right for Licensee to install, use, access, run, or otherwise interact with the Software within the scope of license granted and in accordance with the related Documentation. "Documentation" means materials describing the operating of the Software and provided by Softerra. Licensee may also make a reasonable number of additional copies of the Software solely for non-productive archival purposes, so long as neither the original and a copy nor two copies of the Software under the same license are in use at the same time, and so long as each copy contains all titles, trademarks, and copyrights and restricted rights notices as in the original. Licensee may make the Software installed on a terminal server, provided that the number of terminal clients (computers connected to the server through terminal services) concurrently accessing the Software is restricted by the number of users granted by the License purchased. Except as explicitly set forth above, Licensee may not reproduce the Software or any portion thereof.
2.2 Updates and Upgrades.
"Update" is an enhancement to the existing Software version that includes improvements and bug fixes based on the community feedback. Updates are provided free of charge.
"Upgrade" is a major new functional release that requires an upgrade fee. Upgrades do not include new or different applications, platforms or editions which are not extensions to or replacements for the Software, but which may use some or all of the code from the Software.
Any Update or Upgrade installed by Licensee shall be governed as Software under the terms and conditions of this Agreement. Licensee is permitted to install and use in production environment only one version (either the original version or the Upgrade) of the Software at any one time. Licensee is not allowed to transfer to or permit any third party to use the version that Licensee has not installed.
2.3 Use by Third Parties.
Licensee may allow its service vendors and contractors ("Third Party") to access and use the Software and Documentation provided to Licensee hereunder solely for purposes of providing services to Licensee, provided that Licensee ensures that the Third Party's access to or use of the Software and Documentation is subject to the restrictions and limitations contained in this Agreement. Except as explicitly provided above, Licensee shall not permit any person other than Licensee's employees to access or use the Software.
2.4 Limited Warranty.
Softerra warrants that for a period of one year (365 calendar days) from the date of the initial delivery of the Software ("Warranty Period"), the operation of the Software, as provided by Softerra, will substantially conform to the Documentation applicable to the Software.
THE FOREGOING WARRANTIES ARE EXCLUSIVE AND IN LIEU OF, AND SOFTERRA HEREBY DISCLAIMS, ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE.
Licensee must report in writing any breach of the foregoing warranties to Softerra during the Warranty Period, and Softerra's sole obligation, for any such breach of warranty shall be for Softerra to correct or provide a workaround for reproducible errors that cause a breach of the warranty within a reasonable time considering the severity of the error and its effect on Licensee, or, at Softerra's option, refund the license fees paid for the nonconforming Software upon return of such Software to Softerra and termination of the related license hereunder.
SOFTERRA SHALL NOT BE RESPONSIBLE FOR FUNCTIONING LIMITATIONS OR DEFECTS OF THE SOFTWARE, IF THE SAME HAVE BEEN CAUSED, IN WHOLE OR IN PART, BY ANY UNAUTHORIZED BEHAVIOR CARRIED OUT OR PERMITTED BY LICENSEE OR ITS EMPLOYEES, ANY USE OF THE SOFTWARE WHICH IS INCONSISTENT WITH THE RELEVANT DOCUMENTATION OR DERIVING FROM THE OPERATING ENVIRONMENT OR FROM SOFTWARE OR ANY OTHER PRODUCTS WHICH ARE NOT SUPPLIED BY SOFTERRA.
Licensee acknowledges that it has no right whatsoever to modify the Software or any portion thereof in any manner. Licensee shall not reverse, engineer, decompile, disassemble, modify, adapt, rent, lease, loan or create derivative works based upon the Software or any part thereof. Licensee may not use the Software as a managed service provider, application service provider, in any commercial time share arrangement, or in any other activity intended to directly produce revenue or benefit third parties. Licensee may not resell the Software licensed hereunder to third parties. Licensee may not post or otherwise make the Software available on the World Wide Web. Licensee shall not assign the Software to a third party for use in managing Licensee's environment without the prior written consent of Softerra. The Software and Documentation are subject to U.S. export control laws, including the U.S. Export Administration Act and its associated regulations, and may be subject to export or import regulation in other countries. Licensee will not re-export the Software or Documentation to any country outside of the country in which the Software is initially delivered, without the prior written consent of Softerra. Licensee shall strictly comply with all applicable export control laws and shall obtain all necessary export control licenses to export or re-export the Software or Documentation. Licensee will indemnify, defend and hold harmless Softerra and its successors, affiliates, directors, officers, employees and agents from and against any liabilities, damages, expenses, fines or penalties incurred as a result of the export or re-export by Licensee of the Software or Documentation in violation of this Section.
THE LIMITED WARRANTIES AS DESCRIBED IN SECTION I-1.2 AND SECTION I-2.4 OF THIS AGREEMENT ARE THE ONLY WARRANTIES PROVIDED BY SOFTERRA AND ITS LICENSORS, WHO EXPRESSLY DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE WITH REGARD TO THE SOFTWARE AND ACCOMPANYING WRITTEN MATERIALS.
1. Consequential and Similar Damages.
OTHER THAN THE REMEDIES SPECIFIED ABOVE FOR WARRANTY BREACH, IN NO EVENT SHALL SOFTERRA OR ITS LICENSORS BE LIABLE FOR ANY OTHER DAMAGES WHATSOEVER, WHETHER IN CONTRACT, TORT, OR OTHERWISE, (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS, OR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE OR EXEMPLARY DAMAGES) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF SOFTERRA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. LICENSEE IS REQUIRED TO TAKE REASONABLE MEASURES TO AVOID DAMAGES, ESPECIALLY TO MAKE BACKUP COPIES OF THE SOFTWARE AND ANY VALUABLE DATA STORED ON LICENSEE'S SYSTEM. LICENSEE MAY HAVE ADDITIONAL RIGHTS BY LAW WHICH VARY FROM JURISDICTION TO JURISDICTION. SOFTERRA EXPLICITLY DOES NOT INTEND TO LIMIT LICENSEE'S LIABILITY RIGHTS TO AN EXTENT NOT PERMITTED BY LAW.
2. Limitation of Monetary Liability.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL SOFTERRA'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE, EXCEED THE FEES REQUIRED TO BE PAID BY LICENSEE FOR THE LICENSE OF THE SOFTWARE AND THE MAINTENANCE FEES PAID BY LICENSEE FOR THE CURRENT MAINTENANCE PERIOD.
The Software is owned by Softerra or its licensors (if any) and is protected by copyright laws, international treaty provisions, and other national laws. Licensee acknowledges that Licensee has no right, title or interest in the Software, except as set forth in Section I. Nothing in this Agreement entitles Licensee to receive source code for any part of the Software.
Licensee understands and agrees that:
(i) The Software is licensed, and not sold.
(ii) Softerra owns the copyright, and other intellectual property rights in the Software.
(iii) Softerra reserves any and all rights, implied or otherwise, which are not expressly granted to Licensee hereunder.
(iv) This Agreement does not grant Licensee any rights to Softerra's trademarks or service marks.
Softerra shall have the right to take direct action in case of any breach of its rights in the Software made by or permitted by Licensee and shall be entitled to enforce such rights by choosing the most appropriate manners and means. Except as expressly set forth in this Agreement, all rights and remedies of Softerra, whether provided in this Agreement, pursuant to copyright law or pursuant to other laws, are cumulative, and the exercise of any right or remedy shall not be deemed to prevent the exercise of any other right or remedy.
"Confidential Information" means the Agreement, Software, trade secrets, know-how and any proprietary tools, proprietary knowledge or proprietary methodologies disclosed by one party (the "Disclosing Party") to the other party (the "Receiving Party") and not generally available to the public, which the Receiving Party may gain access to or knowledge of as a result of this Agreement. The Receiving Party shall observe complete confidentiality with respect to the Confidential Information and shall use commercially reasonable efforts and take all reasonable steps to protect the Confidential Information from any use, reproduction, publication, disclosure, or distribution except as specifically authorized by this Agreement. The receiving party shall not use the Confidential Information for the benefit of any third party, or for its own benefit except in connection with the transactions and relationships contemplated by this agreement. The Receiving Party shall promptly notify the Disclosing Party of any known unauthorized use or disclosure of the Confidential Information and will cooperate with the Disclosing Party in any litigation brought by the Disclosing Party against third parties to protect its proprietary rights.
The Agreement is concluded for an undefined period of time. The Agreement may be terminated (a) by mutual agreement of Softerra and Licensee, (b) by Licensee, upon thirty (30) days prior written notice to Softerra, or (c) by Softerra, if Licensee breaches this Agreement and fails to cure such breach to Softerra's reasonable satisfaction within thirty (30) days following receipt of Softerra's notice thereof. Upon any termination of this Agreement, Licensee shall immediately cease use of the Software and certify in writing to Softerra within thirty (30) days after termination that Licensee has permanently deleted (in a manner that is unrecoverable) or returned to Softerra the Software and all copies thereof. Termination of this Agreement shall not relieve Licensee of its obligation to pay all fees that have accrued or have become payable by Licensee hereunder.
To ensure compliance with the terms of this Agreement, Softerra or its designated representative shall have the right during regular business hours, exercisable upon reasonable notice, to conduct an inspection and audit of Licensee's records of Software use, and to obtain such other information as necessary to confirm the information contained in the records of use (collectively, a "verification"). All such information obtained by Softerra shall be maintained in strict confidence and shall not be used for any purpose other than to evaluate Licensee's compliance with this Agreement. Licensee will use reasonable efforts to facilitate Softerra's exercise of its verification rights. If Licensee's use of the Product exceeds that authorized herein, Licensee will promptly report such excess use to Softerra. If any verification reveals unauthorized use by Licensee, Licensee shall immediately pay all fees that would have been due if such use had been authorized, plus interest at ten percent (10%) per annum, or the highest amount permitted by applicable law, whichever is lower on all amounts payable by Licensee, for the cost of such verification and other damages. If Licensee reports the unauthorized use voluntarily, the 10% interest will not apply.
Licensee will keep the Software in safe custody and will take appropriate steps to ensure that all obligations stipulated in this Agreement are adhered to. Licensee will follow all relevant legal provisions, especially the laws on intellectual property and copyright.
The Software is provided with Restricted Rights. Use, duplication, or disclosure by a U.S. Government Licensee is subject to restrictions as set forth in the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or the Commercial Computer Software Restricted Rights at FAR 52.227-19, as applicable. The Software is a "commercial item" and/or "commercial computer software" and the documentation is "computer software documentation" and/or "commercial computer software documentation" as defined under U.S. law in FAR section 2.101, DFARS section 252.227-7014(a)(1) and DFARS section 252.227-7014(a)(5), or otherwise. Consistent with DFARS section 227.7202 and FAR section 12.212, any use, modification, reproduction, release, performance, display, disclosure or distribution of the Software by the U.S. Government shall be governed solely by the terms of this Agreement and shall be prohibited except to the extent expressly permitted in this Agreement. Licensee will ensure that each copy of the Software used or possessed by or for the U.S. Government is labeled to reflect the foregoing. The Manufacturer is Softerra, Inc.
1. Embedded Software.
Licensee acknowledges that the Software licensed hereunder may contain third party components that are licensed under this Agreement. NOTWITHSTANDING ANYTHING ELSE TO THE CONTRARY IN THIS AGREEMENT, SUCH EMBEDDED SOFTWARE IS PROVIDED BY THE COPYRIGHT HOLDERS AND CONTRIBUTORS "AS IS" AND ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT ARE DISCLAIMED. IN NO EVENT SHALL THE OWNERS OF THE EMBEDDED SOFTWARE BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THIS SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
2. Other Third Party Software.
The Software may operate in combination with software Licensee licenses from third parties. Softerra has no responsibility for the operation of such third party software. Changes to third party software may change how the Software operates in combination. The following is expressly excluded from the scope of the Agreement: all third party software, such as, without limitation, database software, operating systems, enterprise software, etc.
Licensee may not assign or transfer its rights or obligations under this Agreement without prior written approval by Softerra, and any purported assignment or transfer without Softerra's consent shall be null and void.
This Agreement will be governed in all respects by the substantive laws of the State of Delaware, United States of America, exclusive of its conflicts of laws rules. The parties expressly agree that the United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application to this Agreement and to the extent Licensee may be a resident of a state that has adopted the Uniform Computer Information Transactions Act (UCITA), the parties expressly agree that the UCITA doesn't apply to the transaction covered by this Agreement. If any term or provision of this Agreement shall be declared invalid in arbitration or by a court of competent jurisdiction, such invalidity shall be limited solely to the specific term or provision invalidated, such provision shall be modified to the extent necessary to be valid and accomplish the intent of the parties, and the remainder of this Agreement shall remain in full force and effect, according to its terms. Any dispute between the parties hereto arising out of or in connection with this Agreement (including any question regarding its validity or termination) shall be submitted exclusively to the competent state or federal courts located in Wilmington, Delaware, USA. Licensee hereby irrevocably waives any objection to the jurisdiction, process and venue of any court and to the effectiveness and enforceability of any order or judgment (including a default judgment) of any such court in relation to this Agreement, to the maximum extent permitted by the law of any jurisdiction, the laws of which might be claimed to be applicable regarding the effectiveness, enforcement or execution of such order or judgment. Any and all such proceedings shall be conducted in the English language.
This Agreement expresses the full, complete and exclusive understanding of the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous proposals, representations, agreements and understandings, whether written or oral. The terms and conditions of any individual purchase order submitted by Licensee to Softerra that are in contravention with or addition to the terms and conditions of this Agreement are hereby disclaimed and shall be null and void. This Agreement may not be modified or amended except by written instrument duly executed by an authorized representative of both parties.
Copyright © Softerra, Inc. and its licensors. All rights reserved.
Softerra products meet the "Section 508" technical standards of 1194.21, as and to the extent stated in the accompanying Voluntary Product Accessibility Template ("VPAT"). We therefore certify compliance with the following solicitation requirement, or similar solicitation requirements:
All electronic and information technology (EIT) procured through this Statement of Work/Bill of Materials and any resulting contract, task order, delivery order, or purchase order must meet the applicable accessibility standards at 36 CFR 1194, unless an agency exception to this requirement exists. 36 CFR 1194 implements Section 508 of the Rehabilitation Act of 1973, as amended, and is viewable here. The contractor shall indicate for each line item in the schedule whether each product or service is compliant or noncompliant with the accessibility standards at 36 CFR 1194. Further, the proposal must indicate where full details of compliance can be found (e.g., vendor's website or other exact location).
The purpose of the Voluntary Product Accessibility Template, or VPAT, is to assist Federal contracting officials and other buyers in making preliminary assessments regarding the availability of commercial Electronic and Information Technology products and services with features that support accessibility. It is assumed and recommended that offerors will provide additional contact information to facilitate more detailed inquiries.
|Criteria||Supporting Features||Remarks and explanations|
|(a) When software is designed to run on a system that has a keyboard, product functions shall be executable from a keyboard where the function itself or the result of performing a function can be discerned textually.||Supported||All the application features are available from keyboard. Softerra LDAP Administrator/Browser comes with pre-defined keyboard shortcuts, but end users can adjust them according to their personal preferences.|
|(b) Applications shall not disrupt or disable activated features of other products that are identified as accessibility features, where those features are developed and documented according to industry standards. Applications also shall not disrupt or disable activated features of any operating system that are identified as accessibility features where the application programming interface for those accessibility features has been documented by the manufacturer of the operating system and is available to the product developer.||Supported||Softerra LDAP Administrator/Browser does not disrupt or disable accessibility features of other products or the user's operating system.|
|(c) A well defined on-screen indication of the current focus shall be provided that moves among interactive interface elements as the input focus changes. The focus shall be programmatically exposed so that Assistive Technology can track focus and focus changes.||Supported||Softerra LDAP Administrator/Browser uses two foci. There is a caret focus for text fields, and another focus to highlight selected features and buttons of the interface and to assist the user in navigating the features.|
|(d) Sufficient information about a user interface element including the identity, operation and state of the element shall be available to Assistive Technology. When an image represents a program element, the information conveyed by the image must also be available in text.||Supported||Features and functions in Softerra LDAP Administrator/Browser are described with text, and in some cases, supplemental graphical icons. All the toolbars items have both icons and text representation. Toolbars can be switched a to mode when only text is displayed. The textual information describes the features or functions in the program.|
|(e) When bitmap images are used to identify controls, status indicators, or other programmatic elements, the meaning assigned to those images shall be consistent throughout an application's performance.||Supported||Images used to supplement textual commands are symbolic of the features or functions they represent. Furthermore, each image is used to represent only one feature or function.|
|(f) Textual information shall be provided through operating system functions for displaying text. The minimum information that shall be made available is text content, text input caret location, and text attributes.||Supported||Textual information about program functions in Softerra LDAP Administrator/Browser is compatible with the display functions of the user's operating system.|
|(g) Applications shall not override user selected contrast and color selections and other individual display attributes.||Supported||Softerra LDAP Administrator /Browser does not override any system display options.|
|(h) When animation is displayed, the information shall be displayable in at least one non-animated presentation mode at the option of the user.||Supported||Softerra LDAP Administrator /Browser provides optional text status for all the animation controls.|
|(i) Color coding shall not be used as the only means of conveying information, indicating an action, prompting a response, or distinguishing a visual element.||Supported||Softerra LDAP Administrator /Browser does not use color-coding as the only means of conveying information.|
|(j) When a product permits a user to adjust color and contrast settings, a variety of color selections capable of producing a range of contrast levels shall be provided.||Supported||When it comes to adjust colors Softerra LDAP Administrator /Browser provides a color picker capable of selecting any color available on the target system.|
|(k) Software shall not use flashing or blinking text, objects, or other elements having a flash or blink frequency greater than 2 Hz and lower than 55 Hz.||Supported||Softerra LDAP Administrator /Browser has no flashing or blinking elements frequency greater than 2 Hz and lower than 55 Hz.|
|(l) When electronic forms are used, the form shall allow people using Assistive Technology to access the information, field elements, and functionality required for completion and submission of the form, including all directions and cues.||Supported||Softerra LDAP Administrator /Browser fully supports Assistive Technology.|
Softerra investigates every report of piracy it receives, either internally or through its partners. Softerra's ability to follow up on leads depends greatly on the quality and completeness of the information provided. The more information you can provide, the better we will be able to address the instances of piracy. Providing your identifying information is optional, however, we encourage you to offer some means by which we may contact you should we have follow-up questions. Softerra will take reasonable steps to keep your identity strictly confidential when investigating reports of piracy. Softerra will not use your information for any purposes other than to follow-up on its investigations of software piracy.
Softerra provides the following 2 methods to report piracy:
When reporting incidents of piracy via e-mail, please be prepared to provide the following information:
Thank you for reporting the incident of illegal Softerra LDAP Administrator software use!