edit-on® Pro / VersioTrack® 

SOFTWARE LICENSE AGREEMENT



IMPORTANT - READ CAREFULLY BEFORE COPYING, INSTALLING OR USING THE REALOBJECTS SOFTWARE.


NOTICE

By downloading and installing, copying or otherwise using this software (hereinafter also “the Software“ or “edit-on Pro“ – including the optional VersioTrack Add-on software (hereinafter also “VersioTrack”), you agree to be bound by the terms and conditions of this SOFTWARE LICENSE AGREEMENT (hereinafter also “this Agreement”). If you do not agree to the terms and conditions of this Agreement, do not download, install, copy or use the Software.

“You” (hereinafter also “the Licensee”) means the natural person or the entity that is acquiring the Software for usage within their application or system and agreeing to be bound by this Agreement. You shall be liable for any failure by your users, employees, contractors or any other individuals accessing or otherwise using the Software to comply with the terms and conditions of this Agreement.


Article 1 - GRANT OF LICENSE 

The Software and its associated electronic documentation (including any, applets, files, source code, images, photographs, media, animations and text incorporated into the Software) as well as any accompanying hard copies of written materials (collectively hereinafter also “the Documentation”) are licensed, not sold, to you by RealObjects GmbH (hereinafter also “RealObjects”) for use only under the terms and conditions of this Agreement, and RealObjects reserves all rights not expressly granted to you.

Subject to the terms and conditions of this Agreement and your payment of applicable license fees, RealObjects hereby grants, and you accept, a perpetual, non-exclusive, non-transferable right and license to use the Software and Documentation according to the terms and conditions of this Agreement.  

Depending on the applicable license fees paid by you to use the Software (whether per Seat, per Enterprise Site, per CPU, or any other RealObjects approved licensing model), an applicable license key will limit your usage of the Software accordingly. Unless otherwise approved by RealObjects following licensing models may apply for you:   

(1) Seat License Use: Use the Software and the Documentation in an Intranet/Extranet, or over the Internet with non-anonymous users, e.g. authenticated, closed user groups. A user counts as an edit-on Pro user when he or she has access to edit-on Pro, within or through an information system. The Seat License is valid only for 1 (one) organization/company/firm. The Seat License Pack includes 10 (ten) Named User. Licenses for additional users can be bought in Seat License Packs with 10 (ten) Named User each. The number of users is limited through the number of Seat License Packs  bought. 

Named User means "Non-Concurrent User" or "User Seat" within one organization/company/firm. A Named User is one person/user/author with access rights to edit-on Pro in any form. All Named User may use edit-on Pro concurrently (= simultaneously) or non-concurrently (= non-simultaneously). The Seat License is NOT a 'floating' license, that is, you cannot temporarily transfer access rights to another user. When your user base grows to the point that you have the 11th, 21st etc. unique Named User, you need to purchase additional Seat License Packs (10 Named User) to cover the new user seats.

(2) Enterprise Site License Use: Use the Software and the Documentation in an Intranet/Extranet or over the Internet with non-anonymous users, e.g. authenticated, closed user groups. The Enterprise Site License permits (i) an unlimited number of users to use the Software from any personal computer or computer terminal within the site facilities, including those attached to a Local Area Network on the Licensed Site; and (ii) a limited number of users (≤ 10% of the actual number of on-site users) to use the Software from personal computers or computer terminals connected to the Licensed Site through a Wide Area Network and/or by any form of remote or telecommunication access. The Enterprise Site License is valid only for 1 (one) Site (= geographical location = single physical site, not website) within 1 (one) organization/company/firm, but without user limitation. 

Licensed Site (= geographical location = single physical site, not website) means:

i.	in the case of a (K to 12/13) school any one or more buildings that are a part of a single postal address and serviced by one principal, administrator or similar administrative officer and shall include any one or more computer workstations located within those buildings;

ii.	in the case of a post-secondary institution any one or more departments of that post-secondary institution which shall be in any one or more buildings that are a part of a single address and serviced by one principal, administrator or similar and shall include any one or more computer workstations located within those departments;

iii.	in the case of a business or entity other than a school the normal place of business, at one licensed address, including any one or more computer workstations located within the licensed address.


(3) CPU License Use: Use the Software and the Documentation in an Intranet/Extranet, or over Internet installation with non-anonymous or anonymous users. The use is limited to the number of CPU licenses bought with/for the Software. One CPU license is required for each CPU of the server(s) running your application/system which embeds edit-on Pro. It does not matter how edit-on Pro is technically separated from your application/system. Regardless of where or how edit-on Pro is loaded, all CPUs that serve the application/system which embeds edit-on Pro have to be licensed. The CPU License is valid for 1 (one) CPU, and licenses for additional CPUs can be bought in license packs with 1 (one) CPU license each. A CPU license includes access for an unlimited number of users to connect from either inside the corporate local area network (LAN), wide area network (WAN), or outside the firewall.
 
Processor. One CPU license is required for each CPU of the server(s) running your application/system which embeds edit-on Pro.

Active/Passive. The only permissible exception to the above requirements for a CPU license is a purely passive server in an active/passive fail-over cluster. If the Software is used in a clustered environment, the Licensee may use the Software on a temporary basis on a server that is employed only for fail-over support (the "passive server") so long as the number of CPUs on the passive server does not exceed the number of CPUs on the Licensee’s primary active server. In this configuration, the passive server does not require a CPU license. Active/active configurations require licensing both servers as usual.
 
Multiplexing using Middleware and Multi-Tiered Architecture. Multiplexing is the use of hardware and/or software to reduce the number of devices that directly access or use the Software on a particular server. An example of multiplexing is a server application that calls a process on one server, which in turn pulls data from the Software on another server. The client computer has a direct connection to the server running the process, but it also has an indirect connection to the other server because it is ultimately retrieving and using the Software data through the server running the process. Use of such multiplexing, pooling, or related hardware and/or software does not reduce the number of CPU licenses required for the Software. Regardless of how many tiers of hardware or software exist between the server(s) and the client devices that ultimately use its data, services, or functionality, a CPU license is required for each distinct input to the multiplexing, pooling, or related software or the hardware front end. 

Restrictions: You are not permitted to:

(a) make copies of, or distribute any parts of the Software, except for backup, archival and disaster recovery purposes; or

(b) rent, lease, sub-license, loan, copy, modify, alter, adapt, merge, translate, reverse engineer, decompile, or re-package the Software into another product, or to disassemble it or create derivative works, based on the whole, or any part, of the Software or the Documentation; or

(c) copy the Software for the purpose of illegal distribution.

RealObjects will provide you an unlock key, which enables you to use of the Software and Documentation. The information contained in the unlock key will include the following: Type of license, name of the Licensee, number of licensed seats (if applicable), the licensed geographical site (if applicable) and the number of licensed CPUs (if applicable). You might also have to provide the names of the server(s) on which the Software will be installed. RealObjects further reserves the right to introduce and use appropriate license enforcement techniques, which are designed to prevent illegal use or distribution of the Software. The license enforcement techniques might require activation of the Software license. This may require establishing a temporary network connection to a RealObjects web service. RealObjects reserves all rights to modify the license enforcement techniques used in the Software at any time.


Article 2 - SUPPORT AND MAINTENANCE

The 1 Year Support & Maintenance subscription entitles you to receive priority technical support and all maintenance releases or updates or upgrades for the duration of the support period. It is optional for year 2 and beyond. You can renew the 1 Year Support & Maintenance until the end of the subscription period. 

If you possess a valid 1 Year Support & Maintenance subscription for the Software license, you will receive all maintenance releases and updates and major upgrades of the Software for a period of 1 (one) year from the date of purchasing the 1 Year Support & Maintenance subscription. Such maintenance releases, updates and upgrades may or may not include additional features. Maintenance releases and updates cover the minor releases within the same major version of the Software. In addition, RealObjects will provide priority Technical Support to you for the 1 (one) year period. Priority Technical Support is provided via a web-based support form only, and RealObjects will make commercially reasonable efforts to respond via e-mail to all requests within forty-eight (48) hours during RealObjects’ business hours (Mo - Fr, 09:00 - 18:00 CET, German holidays excluded). 

Licensee acknowledges and agrees that the Support Services only cover issues or questions resulting directly out of the operation of the Software and RealObjects will not provide Licensee with generic consultation, assistance, or advice relating to any third-party software.

Updating the Software may require the updating of software not covered by this Agreement before installation. Updates of the operating system and application software not specifically covered by this Agreement are Licensee’s responsibility and will not be provided by RealObjects under this Agreement.

RealObjects shall be under no obligation to provide the above Support Services if, in RealObjects’ reasonable opinion, the Software has failed due to the following conditions: (i) alterations, modifications or attempts by Licensee to change the Software without RealObjects’ written approval; (ii) causes external to the Software, such as natural disasters, the failure or fluctuation of electrical power, or computer equipment failure; or (iii) Licensee’s  failure to maintain the Software at RealObjects’ specified release level.

It will be Licensee’s responsibility to: (i) comply with all RealObjects operating and troubleshooting procedures and then notify RealObjects immediately of the Software malfunction and provide RealObjects with complete information thereof; (ii) establish and maintain backup systems and procedures necessary to reconstruct lost or altered files, data or programs.


Article 3 - TERM, TERMINATION 

This Agreement is effective until terminated. Your rights under this Agreement will terminate automatically without notice from RealObjects if your fail to comply with the term(s) and condition(s) of this Agreement. Upon the termination of this Agreement, you shall cease all use of the Software and destroy all copies, full or partial of the Software and the Documentation.


Article 4 - OWNERSHIP 

RealObjects shall at all times retain ownership of the Software, the Documentation and all subsequent copies thereof, regardless of form or storage medium. RealObjects also retains the title, and all proprietary rights to the Software, including, but not limited to, all patent, copyright, trade secret, service marks, registered service marks, trademark or registered trademark rights.

Licensee agrees that it will not provide a copy of the Software or the Documentation to any person, other than Licensee’s users, employees, contractors or any other individuals that are entitled to use the Software and the Documentation under this Agreement without the prior consent of RealObjects. Licensee shall use commercially reasonable efforts to see that any user who receives access to the Software from Licensee hereunder complies with all applicable provisions and prohibitions of this Agreement. 


Article 5 – HIGH RISK ACTIVITIES

The Software is not designed or intended for use in hazardous environments requiring failsafe controls, including without limitation operation or maintenance of any nuclear facilities, on-line control of aircraft, air traffic, aircraft navigation or aircraft communications, and life support or weapons systems, in which the failure of the Software could lead to death, personal injury, or serve physical or environmental damage. RealObjects specially disclaims any express or implied warranty of fitness for such high-risk activities.


Article 6 - ASSUMPTION OF RISK

You acknowledge that due to the complexity of the Software, it is possible that using the Software could lead to the unintentional loss or corruption of data. You assume all risks of such data loss or corruption. The warranties provided through this Agreement do not cover any damage or losses resulting from data loss or corruption.


Article 7 - LIMITED WARRANTY 

REALOBJECTS DOES NOT GUARANTEE THE FOLLOWING: THAT THE SOFTWARE WILL BE FREE FROM BUGS, ERRORS, OR OMISSIONS, THAT IT WILL PERFORM WITHOUT INTERRUPTION, THAT THE SOFTWARE WILL MEET LICENSEE’S REQUIREMENTS, THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS IN THE SOFTWARE WILL BE CORRECTED, OR THAT NEW RELEASES AND/OR UPGRADES OF THE SOFTWARE WILL BE PROVIDED. THE SOFTWARE, ANY INFORMATION, CODES, AND/OR EXECUTABLES PROVIDED, IS SUPPLIED “AS IS”, WITHOUT WARRANTY OF ANY KIND. 

NOTWITHSTANDING THE FOREGOING, IN CASE OF A WARRANTY CLAIM, REALOBJECTS SHALL BE ENTITLED AT ITS DISCRETION TO EITHER REMEDY THE FAULT OR TO MAKE A SUBSTITUTE DELIVERY. IF A SUBSEQUENT IMPROVEMENT FAILS, OR IF NO SUBSTITUTE DELIVERY IS MADE WITHIN A REASONABLE TIME THE LICENSEE SHALL BE ENTITLED TO ASSERT HIS RIGHT TO CANCELLATION OF THE CONTRACT OR DIMINUTION OF THE PURCHASE PRICE WITH RESPECT TO THE DEFECTIVE CONTRACT SOFTWARE. 


Article 8 - LIMITATION OF LIABILITY

DAMAGE CLAIMS AS A RESULT OF CULPA IN CONTRAHENDO, BREACH OF CONTRACT OR TORTIOUS ACTS AGAINST REALOBJECTS ARE EXCLUDED EXCEPT (I) IN CASES OF WRONGFUL INTENT OR GROSS NEGLIGENCE, (II) IN THE EVENT OF AN ASSUMPTION OF AN EXPRESS QUALITY GUARANTY (IN GERMAN: BESCHAFFENHEITSGARANTIE) OR AN EXPRESS DURABILITY GUARANTY (IN GERMAN: HALTBARKEITSGARANTIE), AND/OR (III) DAMAGES CAUSED BY ANY HARM TO LIFE, BODY OR HEALTH. THIS EXCLUSION SHALL NOT APPLY IN CASES OF ORDINARY NEGLIGENCE IF MATERIAL CONTRACTUAL OBLIGATIONS HAVE BEEN VIOLATED, BUT IN THIS CASE EACH PARTY SHALL BE LIABLE ONLY FOR COMPENSATION OF TYPICAL, FORESEEABLE DAMAGES. ANY LIABILITY FOR INDIRECT OR CONSEQUENTIAL DAMAGES E.G. LOST PROFITS SHALL BE EXCLUDED IN ALL CASES. IN NO EVENT SHALL THE REALOBJECTS’ LIABILITY EXCEED THE AMOUNT PAID BY YOU FOR THE SOFTWARE.

THE ABOVE PARAGRAPH APPLIES TO REALOBJECTS, ITS LEGAL REPRESENTATIVES, EXECUTIVES AND OTHER EMPLOYEES AND ITS VICARIOUS AGENTS. COMPULSORY LIABILITY IN ACCORDANCE WITH THE PRODUCT LIABILITY ACT SHALL REMAIN UNAFFECTED BY THIS.

REALOBJECTS SHALL NOT BE HELD LIABLE FOR BREACH OF CONTRACT OR DELAY IN THE PERFORMANCE OF CONTRACTUAL OBLIGATIONS, WHICH CAN BE ASCRIBED TO LAWFUL STRIKES OR LAWFUL LOCKOUTS, ANY SHORTAGES, FAILURE OF SUPPLIERS, PUBLIC DISORDER, RIOTS, FIRE, INUNDATION, STORM, EARTHQUAKE, WAR, ACTS OF GOVERNMENT, WORKING CONDITIONS OR OTHER REASONS OUTSIDE THE CONTROL OF THE RELEVANT PARTY.


Article 9 – VERSIOTRACK ADD-ON

For the edit-on Pro Enterprise Site License and the edit-on Pro CPU License (both licensing models are described in Article 2 of this Agreement) you may optionally purchase a VersioTrack Enterprise Site License or VersioTrack CPU License. The terms and conditions of this Agreement also apply for your VersioTrack license. You are not allowed to use VersioTrack separately from edit-on Pro in any form.


Article 10 - GENERAL 

(1) Entire Agreement. This Agreement is not intended to create, and does not create, any partnership, joint venture, agency, fiduciary, employment, or other relationship between the parties, beyond the relationship of independent parties to a commercial contract.  Neither party is, nor will either party hold itself out to be, vested with any authority to bind the other party contractually, or to act on behalf of the other party as a broker, agent, or otherwise.

(2) Headings. Headings under this Agreement are intended only for convenience and shall affect the interpretation of this Agreement.

(3) Waiver. The waiver or failure of either party to exercise any right provided for herein will not be deemed a waiver of any further right hereunder. The rights and remedies of the parties set forth in this Agreement are in addition to any rights or remedies the parties may otherwise have at law or equity.

(4) Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, such provision will be deemed restated, in accordance with applicable law, to reflect as nearly as possible the original intentions of the parties, and the remainder of the Agreement will remain in full force and effect.

(5) Governing Law and Jurisdiction. This Agreement and the parties’ respective performance hereunder will be governed by German laws and regulations and, as far as these are implemented into German law, by international treaties. RealObjects and Licensee hereby agree on behalf of themselves, and any person claiming by or through them, that the sole jurisdiction and venue for any litigation arising from or relating to this Agreement will be an appropriate court located in Germany, and Licensee specifically waives any objection that such jurisdiction and venue constitute an inconvenient forum.

(6) Contact Information. If you have any questions about this Agreement, or if you want to contact RealObjects for any reason, please direct all correspondence to: RealObjects GmbH, Altenkesseler Str. 17/B6, 66115 Saarbrücken, Germany or e-mail to info@realobjects.com. 

(7) Other. “edit-on” and “VersioTrack” are trademarks and/or registered trademarks of RealObjects in Germany and/or various jurisdictions.

(8) Survival. Articles 2, 5, 6, 7, 8, 9 and 10 will survive any termination of this Agreement.




June 2010

RealObjects GmbH




Altenkesseler Str. 17/B6
66125 Saarbrücken
Germany

Telephone: +49 (0)681 985 790
Facsimile: +49 (0) 681 985 7929
E-mail: info@realobjects.com
www.realobjects.com



Copyright © RealObjects GmbH. All rights reserved.
