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END USER LICENSE AGREEMENT
PLEASE READ CAREFULLY: THE USE OF THE SOFTWARE IS SUBJECT TO THE
TERMS AND CONDITIONS THAT FOLLOW (AGREEMENT), UNLESS THE SOFTWARE
IS SUBJECT TO A SEPARATE LICENSE AGREEMENT BETWEEN YOU AND HP OR
ITS SUPPLIERS. BY DOWNLOADING, INSTALLING, COPYING, ACCESSING,
OR USING THE SOFTWARE, OR BY CHOOSING THE I ACCEPT OPTION LOCATED
ON OR ADJACENT TO THE SCREEN WHERE THE LINK TO THIS AGREEMENT MAY
BE DISPLAYED, YOU AGREE TO THE TERMS OF THIS AGREEMENT, ANY
APPLICABLE WARRANTY STATEMENT AND THE TERMS AND CONDITIONS
CONTAINED IN THE ANCILLARY SOFTWARE (as defined below). IF YOU
ARE ACCEPTING THESE TERMS ON BEHALF OF ANOTHER PERSON OR A
COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU
HAVE FULL AUTHORITY TO BIND THAT PERSON, COMPANY, OR LEGAL ENTITY
TO THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT
DOWNLOAD, INSTALL, COPY, ACCESS, OR USE THE SOFTWARE, AND
PROMPTLY RETURN THE SOFTWARE WITH PROOF OF PURCHASE TO THE PARTY
FROM WHOM YOU ACQUIRED IT AND OBTAIN A REFUND OF THE AMOUNT YOU
PAID, IF ANY. IF YOU DOWNLOADED THE SOFTWARE, CONTACT THE PARTY
FROM WHOM YOU ACQUIRED IT.
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GENERAL TERMS
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You and Your refer either to an individual person
or to a single legal entity.
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HP means Hewlett-Packard Company or one of its subsidiaries.
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HP Branded means Software products bearing a trademark or
service mark of Hewlett-Packard Company or any Hewlett-Packard
Company Affiliate, and embedded HP selected third party Software
that is not offered under a third party license agreement.
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Software means machine-readable instructions and data (and
copies thereof) including middleware and related updates and
upgrades You may be separately authorized to receive, licensed
materials, user documentation, user manuals, and operating
procedures. Ancillary Software means all or any portion of
Software provided under public, open source, or third party
license terms.
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Specification means technical information about Software
products published in HP product manuals, user documentation, and
technical data sheets in effect on the date HP delivers Software
products to You.
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Transaction Document(s) means an accepted customer order
(excluding pre-printed terms) and in relation to that order,
valid HP quotations, license to use certificates or invoices.
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LICENSE TERMS AND RESTRICTIONS
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Subject to the terms and conditions of this Agreement and the
payment of any applicable license fee, HP grants You a
non-exclusive, non-transferable license to Use (as defined below)
in object code form one copy of the Software on one device at a
time for Your internal business purposes, unless otherwise
indicated above or in applicable Transaction Document(s). Use
means to install, store, load, execute and display the Software
in accordance with the Specifications. Your Use of the Software
is subject to these license terms and to the other restrictions
specified by HP in any other tangible or electronic documentation
delivered or otherwise made available to You with or at the time
of purchase of the Software, including license terms, warranty
statements, Specifications, and readme or other informational
files included in the Software itself. Such restrictions are
hereby incorporated in this Agreement by reference. Some
Software may require license keys or contain other technical
protection measures. You acknowledge that HP may monitor your
compliance with Use restrictions remotely or otherwise. If HP
makes a license management program available which records and
reports license usage information, You agree to appropriately
install, configure and execute such license management program
beginning no later than one hundred and eighty (180) days from
the date it is made available to You and continuing for the
period that the Software is Used.
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This Agreement confers no title or ownership and is not a sale of
any rights in the Software. Third-party suppliers are intended
beneficiaries under this Agreement and independently may protect
their rights in the Software in the event of any infringement.
All rights not expressly granted to You are reserved solely to HP
or its suppliers. Nothing herein should be construed as granting
You, by implication, estoppel or otherwise, a license relating to
Software other than as expressly stated above in this Section 2.
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Unless otherwise permitted by HP, You (a) may only make copies or
adaptations of the Software for archival purposes or when copying
or adaptation is an essential step in the authorized use of the
Software on a backup device, provided that copies and adaptations
are used in no other manner and provided further that the Use on
the backup device is discontinued when the original or
replacement device becomes operable, and (b) may not copy the
Software onto or otherwise use or make it available on, to, or
through any public or external distributed network.
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To use Software identified as an update or upgrade, You must
first be licensed for the original Software identified by HP as
eligible for the update or upgrade. If the update or upgrade is
intended to substantially replace the original Software, after
updating or upgrading, You may no longer use the original
Software that formed the basis for Your update or upgrade
eligibility unless otherwise provided by HP in writing. Nothing
in this Agreement grants You any right to purchase or receive
Software updates, upgrades, or support, and HP is under no
obligation to make such Support available to you. Updates,
upgrades, enhancements, or other Support may only be available
under separate HP Support agreements. You may contact HP to
learn more about any Support offerings HP may make available. HP
reserves the right to require additional licenses and fees for
Software upgrades or other enhancements, or for Use of the
Software on upgraded Devices.
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You must reproduce all copyright notices that appear in or on the
Software (including documentation) on all permitted copies or
adaptations. Copies of documentation are limited to internal
use.
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Notwithstanding anything to the contrary herein, if the
Transaction Document(s) identifies that the Software may be
utilized on another Designated System(s) (as defined below), Your
license to Use the Software may be transferred to another
Designated System(s). A Designated System means a computer
system owned, controlled, or operated by or solely on Your behalf
and may be further identified by HP by the combination of a
unique number and a specific system type. Such license will
terminate in the event of a change in either the system number or
system type, an unauthorized relocation, or if the Designated
System ceases to be within Your possession or control.
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Operating system Software may only be used when operating the
associated hardware in configurations as approved, sold, or
subsequently upgraded by HP or an HP authorized reseller.
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Software is not specifically designed, manufactured, or intended
for use as parts, components, or assemblies for the planning,
construction, maintenance, or direct operation of a nuclear
facility. You are solely liable if Software is used for these
applications and will indemnify and hold HP harmless from all
loss, damage, expense, or liability in connection with such use.
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You will not modify, reverse engineer, disassemble, decrypt,
decompile, or make derivative works of the Software. Where You
have other rights mandated under statute, You will provide HP
with reasonably detailed information regarding any intended
modifications, reverse engineering, disassembly, decryption, or
decompilation and the purposes therefore.
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Extending the use of Software to any person or entity other than
You as a function of providing services, (i.e.; making the
Software available through a commercial timesharing or service
bureau) must be authorized in writing by HP prior to such use and
may require additional licenses and fees. You may not
distribute, resell, or sublicense the Software.
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Notwithstanding anything in this Agreement to the contrary, all
or any portion of the Software which constitutes Ancillary
Software is licensed to You subject to the terms and conditions
of the software license agreement accompanying such Ancillary
Software, whether in the form of a separate agreement, shrink
wrap license or electronic license terms accepted at time of
download. Use of the Ancillary Software by You shall be governed
entirely by the terms and conditions of such license and, with
respect to HP, by the limitations and disclaimers of Sections 3
and 5 hereof. HP has identified any Ancillary Software by either
noting the Ancillary Software provider's ownership within each
Ancillary Software program file and/or by providing information
in the "ancillary.txt or readme file that is provided as part of
the installation of the Software. The Ancillary Software
licenses are also set forth in the "ancillary.txt" or readme
file. By accepting the terms and conditions of this agreement,
you are also accepting the terms and conditions of each Ancillary
Software license in the ancillary.txt or readme file. If the
Software includes Ancillary Software licensed under the GNU
General Public License and/or under the GNU Lesser General Pubic
License ("GPL Software"), a complete machine-readable copy of the
GPL Software Source Code ("GPL Source Code") is either: (i)
included with the Software that is delivered to You; or (ii) upon
your written request, HP will provide to You, for a fee covering
the cost of distribution, a complete machine-readable copy of the
GPL Source Code, by mail, or (iii) if You obtained the Software
by downloading it from a HP website and neither of the preceding
options are available, you may download the GPL Source Code from
the same website. Information about how to make a written
request for GPL Source Code may be found in the ancillary.txt
file or, if an address is not listed in that file, at the
following website: www.hp.com.
- WARRANTY
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IF SOFTWARE IS PROVIDED WITHOUT A LICENSE FEE, THE FOLLOWING
AS-IS WARRANTY STATEMENT APPLIES TO THE SOFTWARE:
DISCLAIMER OF WARRANTIES:
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, HP AND ITS
SUPPLIERS PROVIDE THE SOFTWARE AS IS AND WITH ALL FAULTS, AND
HEREBY DISCLAIM ALL INDEMNITIES, WARRANTIES AND CONDITIONS,
EITHER EXPRESS, IMPLIED, WHETHER BY STATUE, COMMON LAW, CUSTOM OR
OTHERWISE, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE AND
NON-INFRINGEMENT, ANY IMPLIED WARRANTIES, DUTIES OR CONDITIONS OF
MERCHANTABILITY, OF FITNESS FOR A PARTICULAR PURPOSE, AND OF LACK
OF VIRUSES. HP does not warrant that the operation of Software
will be uninterrupted or error free or that the Software will
meet Your requirements. Some states/jurisdictions do not allow
exclusion of implied warranties or limitations on the duration of
implied warranties, so the above disclaimer may not apply to You
in its entirety. The foregoing states HPs obligation with
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IF SOFTWARE IS PROVIDED FOR A LICENSE FEE, THE FOLLOWING LIMITED
WARRANTY APPLIES TO THE SOFTWARE:
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HP Branded Software will materially conform to its
Specifications. If a warranty period is not specified for HP
Branded Software, the warranty period will be ninety (90) days
from the delivery date., or the date of installation if installed
by HP. If You schedule or delay installation by HP more than
thirty (30) days after delivery, the warranty period begins on
the 31st day after delivery. This limited warranty is subject to
the terms, limitations, and exclusions contained in the limited
warranty statement provide for Software in the country where the
Software is located when the warranty claim is made.
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HP warrants that any physical media containing HP Branded
Software will be shipped free of viruses.
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HP does not warrant that the operation of Software will be
uninterrupted or error free, or that Software will operate in
hardware and Software combinations other than as expressly
required by HP in the Specifications or that Software will meet
requirements specified by You.
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HP is not obligated to provide warranty services or support for
any claims resulting from:
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improper site preparation, or site or environmental conditions
that do not conform to HPs site specifications;
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Your non-compliance with Specifications;
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improper or inadequate maintenance or calibration;
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Your or third-party media, software, interfacing, supplies, or
other products;
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modifications not performed or authorized by HP;
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virus, infection, worm or similar malicious code not introduced
by HP; or
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abuse, negligence, accident, loss or damage in transit, fire or
water damage, electrical disturbances, transportation by You, or
other causes beyond HPs control.
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HP provides third-party products, software, and services that are
not HP Branded AS IS without warranties of any kind, although the
original manufacturers or third party suppliers of such products,
software and services may provide their own warranties.
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If notified of a valid warranty claim during the warranty period,
HP will, at its option, correct the warranty defect for HP
Branded Software, or replace such Software. If HP is unable,
within a reasonable time, to complete the correction, or replace
such Software, You will be entitled to a refund of the purchase
price paid upon prompt return of such Software to HP. You will
pay expenses for return of such Software to HP. HP will pay
expenses for shipment of repaired or replacement Software to You.
This sub-section 3.f states HP's entire liability for warranty
claims.
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DISCLAIMER OF WARRANTIES
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT AS
EXPRESSLY WARRANTED IN SECTION 3 (ii) (a) and (b) ABOVE, HP AND
ITS SUPPLIERS PROVIDE THE SOFTWARE AS IS AND WITH ALL FAULTS, AND
HEREBY DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS, EITHER
EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO,
WARRANTIES OF TITLE AND NON-INFRINGEMENT, ANY IMPLIED WARRANTIES,
DUTIES OR CONDITIONS OF MERCHANTABILITY, OF FITNESS FOR A
PARTICULAR PURPOSE, AND OF LACK OF VIRUSES. Some
states/jurisdictions do not allow exclusion of implied warranties
or limitations on the duration of implied warranties, so the
above disclaimer may not apply to You in its entirety.
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INTELLECTUAL PROPERTY INFRINGEMENT FOR SOFTWARE PROVIDED FOR A
LICENSE FEE:
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In the event Software was provided to You for a License Fee, HP
will defend or settle any claim against You alleging that HP
Branded Software products provided under this Agreement infringes
intellectual property rights in the country where they were sold,
if You:
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promptly notify HP of the claim in writing;
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cooperate with HP in the defense of the claim; and
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grant HP sole control of the defense or settlement of the claim.
HP will pay infringement claim defense costs, HP negotiated
settlement amounts, and court-awarded damages.
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If such a claim appears likely, then HP may modify the HP Branded
Software products, procure any necessary license, or replace the
affected item with one that is at least functionally equivalent.
If HP determines that none of these alternatives is reasonably
available, then HP will issue You a refund equal to the purchase
price paid for the affected item if within one year of delivery,
or Your net book value thereafter.
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HP has no obligation for any claim of infringement arising from:
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HPs compliance with Your or third party designs, specifications,
instructions, or technical information;
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modifications made by You or a third party;
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Your non-compliance with the Specifications or the documentation
described in Section 2(a) above; or
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Your use with products, software, or services that are not HP
Branded.
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This Section 4 states HP's entire liability for claims of
intellectual property infringement for Software provided for a
License Fee.
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LIMITATION OF LIABILITY AND REMEDIES
Notwithstanding any damages that You might incur, and except for
damages for bodily injury (including death) and for the amounts
in subsection 4.a, the entire aggregate liability of HP and any
of its suppliers relating to the Software or this Agreement, and
Your exclusive remedy for all of the foregoing, shall be limited
to the greater of the amount actually paid by You separately for
the Software or U.S. $5.00. TO THE MAXIMUM EXTENT PERMITTED BY
APPLICABLE LAW, IN NO EVENT SHALL HP OR ITS SUPPLIERS BE LIABLE
FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES
WHATSOEVER INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF
PROFITS OR REVENUES, BUSINESS INTERRUPTION, DOWNTIME COSTS,
FAILURE TO REALIZE EXPECTED SAVINGS, LOSS, DISCLOSURE,
UNAVAILABILITY OF OR DAMAGE TO DATA, SOFTWARE RESTORATION, OR
LOSS OF PRIVACY ARISING OUT OF OR IN ANY WAY RELATED TO THE USE
OF OR INABILITY TO USE THE SOFTWARE, OR OTHERWISE IN CONNECTION
WITH ANY PROVISION OF THIS AGREEMENT, EVEN IF HP OR ANY SUPPLIER
HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF
THE REMEDY FAILS OF ITS ESSENTIAL PURPOSE. Some
states/jurisdictions do not allow the exclusion or limitation of
incidental or consequential damages, so the above limitation or
exclusion may not apply to you.
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TERMINATION
This Agreement is effective unless terminated or rejected.
Notwithstanding the foregoing, this Agreement will also terminate
upon conditions set forth elsewhere in this Agreement or if You
fail to comply with any term or condition hereof. Immediately
upon termination You will destroy the Software and all copies of
the Software or return them to HP. You may retain one copy of
the Software subsequent to termination solely for archival
purposes only. At HPs request, You will certify in writing to HP
that You have complied with these requirements. Sections 3(i),
3(ii)(g), 5, 6 and 7 of this Agreement will survive termination
of this Agreement.
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GENERAL
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You may not assign, sublicense, delegate or otherwise transfer
(Assign) all or any part of this Agreement without prior written
consent from HP, payment to HP of any applicable fees, and
compliance with HP's Software license transfer policies and any
applicable third party license terms. Any such attempted
Assignment will be null and void. Where an authorized Assignment
occurs in accordance with this Section, Your rights under this
Agreement will terminate, and You will immediately deliver the
Software and all copies to the Assignee. The Assignee must agree
in writing to the terms of this Agreement, and the transferee
thereafter will be considered You for purposes of this Agreement.
You may transfer firmware only upon transfer of the associated
hardware.
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If the Software is licensed for use in the performance of a U.S.
Government prime contract or subcontract, You agree that,
consistent with FAR 12.211 and 12.212, commercial computer
Software, computer Software documentation and technical data for
commercial items are licensed under HPs standard commercial
license.
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To the extent You export, re-export, or import Software,
technology, or technical data licensed or provided hereunder, You
assume sole responsibility for complying with applicable laws and
regulations and for obtaining required export and import
authorizations. HP may suspend performance if You are in
violation of any applicable laws or regulations.
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You agree that HP may audit Your compliance with this Agreement.
Any such audit would be at HPs expense, require reasonable
notice, and would be performed during normal business hours. If
an audit reveals underpayments then You will immediately pay HP
such underpayments together with the costs reasonably incurred by
HP in connection with the audit and seeking compliance with this
sub-section.
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This Agreement is governed by the laws of the State of
California, U.S.A., excluding rules as to choice and conflict of
law. You and HP agree that the United Nations Convention on
Contracts for the International Sale of Goods will not apply to
this Agreement.
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Subject to the other terms and conditions of this Agreement, this
Agreement is the entire agreement between HP and You regarding
Your Use of the Software, and supersedes and replaces any
previous communications, representations, or agreements, or Your
additional or inconsistent terms, whether oral or written. In
the event any provision of this Agreement is held invalid or
unenforceable the remainder of the Agreement will remain
enforceable and unaffected thereby.
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HPs failure to exercise or delay in exercising any of its rights
under this Agreement will not constitute or be deemed a waiver or
forfeiture of those rights.
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