Upon payment of the applicable License Fee as set forth in the applicable HP quotation and/or invoice, your right to store, load, install, execute, or display (collectively, “Use”) the enclosed Software will be governed by the terms and conditions of the Software License terms that have been previously executed by you and Hewlett-Packard Company (“HP”) as well as third party license terms (“Third Party License Terms”) accompanying the Software. In the event you have not executed such terms with HP, then HP is willing to license the enclosed Software to you subject to these Software License terms and the applicable HP Warranty Statement accompanying the Software as well as the Third Party License Terms. You acquire no rights to the Software other than those expressly granted in this Software License. Updates, upgrades and other enhancements for the Software are only available under HP support agreements.
The Third Party License Terms are located at /3rd_party_license. The warranty terms, if any, for third party software portion of the HP software product shall be governed by the warranty terms provided with the Third Party License Terms.
Subject to any previously executed Software License agreement, your Use of the Software indicates (a) your acceptance of these Software License terms and the applicable Warranty Statement, (b) your acceptance of the Third Party License Terms, and (c) your agreement to pay the applicable License Fee as set forth in the applicable HP quotation and/or invoice. If you do not accept these Software License Terms, the Third Party License Terms, and/or do not pay the applicable License Fees, then HP does not grant you a License to the Software, you are not authorized to Use the Software, and you must promptly return the Software to HP or to the authorized HP distributor that provided you with the Software for a full refund of all License Fees actually paid; if the Software is bundled with another Product, you may return the entire unused Product to HP or to the authorized HP distributor that provided you with the Software for a full refund of all License Fees actually paid.
a) “Software” means one or more programs capable of operating on a controller, processor or other hardware Product (“Device”) and related documentation. Software is either a separate Product, included with another Product (“Bundled Software”), or fixed in a Device and not removable in normal operation (“Firmware”).
b) “Products” means hardware, Software, documentation, accessories, supplies, parts and upgrades that are determined by HP to be available from HP upon receipt of Customer’s order.
c) “Software License” means the Software license grant and general license terms set forth herein. Each Software License has a corresponding License Fee.
d) “License Fee” means the fee or fees designated by HP for Use of Software. Different License Fees may apply to particular Software if more than one Software License is available for that Software.
2. LICENSE GRANT
In return for the License Fee, HP grants Customer a non-exclusive license to Use the object code version of the Software listed in Customer’s order in conformance with:
1) the terms set forth herein; and
2) Use restrictions and authorizations for the Software specified by HP in its quotation, invoice or terms that accompany the Software; and
3) HP’s third party suppliers’ terms that accompany the Software.
In the event of a conflict, the third party suppliers’ terms that accompany the Software will take precedence
over the Use restrictions and authorizations specified by HP and the terms set forth herein, and the Use
restrictions and authorizations specified by HP will take precedence over the terms set forth herein.
b) Unless otherwise specified, in return for the applicable License Fee, HP grants Customer a license to Use one copy of the Software on one Device at any one time.
c) Unless otherwise specified, all Software Licenses will be perpetual unless terminated or transferred in accordance with Section 3. g).
d) If Customer is an HP authorized reseller, Customer may sublicense the Software to an end-user for its Use or (if applicable) sublicense the Software to an HP authorized reseller for subsequent distribution to an end-user for its Use. These sublicenses must incorporate the terms of this Software License in a written sublicense agreement, which will be made available to HP upon request. If Customer is not an HP authorized reseller, Customer may not sublicense the Software unless otherwise agreed to by HP in writing.
3. GENERAL LICENSE TERMS
a) Software is owned and copyrighted by HP or by third party suppliers. Customer’s Software License confers no title or ownership and is not a sale of any rights in the Software. Third party suppliers may protect their rights in the Software in the event of any infringement.
b) Unless otherwise permitted by HP, Customer 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.
c) Customer must reproduce all copyright notices in or on the original Software on all permitted copies or adaptations. Customer may not copy the Software onto any public or distributed network.
d) Bundled Software or Firmware provided to Customer may only be used when operating the associated Device in configurations as sold or subsequently upgraded by HP. Customer may transfer Firmware only upon transfer of the associated Device.
e) Updates, upgrades or other enhancements are available under HP Support agreements. HP reserves the right to require additional licenses and fees for Use of the Software on upgraded Devices.
f) Customer will not modify, disassemble or decompile the Software without HP’s prior written consent. Where Customer has other rights under statute, Customer will provide HP with reasonably detailed information regarding any intended disassembly or decompilation. Customer will not decrypt the Software unless necessary for legitimate use of the Software.
g) Customer’s Software License is transferable subject to HP’s prior written authorization and payment to HP of any applicable fee(s). Upon transfer of the Software License, Customer will immediately deliver all copies of the Software to the transferee. The transferee must agree in writing to the terms of Customer’s Software License. All Software License terms will be binding on involuntary transferees, notice of which is hereby given. Customer’s Software License will automatically terminate upon transfer.
h) HP may terminate Customer’s or any transferee’s or sublicensee’s Software License upon notice for failure to comply with any applicable Software License terms. Immediately upon termination, the Software and all copies of the Software will be destroyed or returned to HP. Copies of the Software that are merged into adaptations, except for individual pieces of data in Customer’s or transferee’s or sublicensee’s database, will be removed and destroyed or returned to HP. With HP’s written consent, one
copy of the Software may be retained subsequent to termination for archival purposes.
i) In the following provision regarding Software Licenses to the U.S. Government, the term “Customer” means HP’s direct purchaser, any entity sublicensing the Software, and the end-user.
1) If Software is licensed for use in the performance of a U.S government prime contract or subcontract, Customer agrees that Software has been developed entirely at private expense. Customer agrees that Software, and any derivatives or modifications, is adequately marked when the Restricted Rights Legend below is affixed to the Software or to its storage media and is perceptible directly or with
the aid of a machine or device. Customer agrees to conspicuously put the following legend on the Software media with Customer’s name and address added below the notice:
RESTRICTED RIGHTS LEGEND
Use, duplication or disclosure is subject to HP standard commercial license terms and for non-DOD Departments and Agencies of the U.S. Government, the restrictions as set forth in FAR 52.227-19(c)(1-2)(Jun 1987).
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Palo Alto, CA 94304 U.S.A.
Copyright (c) 19__ or 20__ Hewlett-Packard Development Company, LP.
2) Customer further agrees that Software is delivered and licensed as “Commercial computer software” as defined in DFARS 252.227-7014(Jun 1995) or as a “commercial item” as defined in FAR
2.101(a), or as “Restricted computer software” as defined in FAR 52.227-19 (Jun 1987) (or any equivalent agency regulation or contract clause), whichever is applicable. The Customer agrees that it has only those rights provided for such Software by the applicable FAR or DFARS clause or the HP standard software agreement for the product involved.
a) Neither party may assign any rights or obligations hereunder without prior written consent of the other party. HP may, however, assign any rights and obligations hereunder to another HP entity at any time upon written notice.
b) Customer who exports, re-exports or imports HP licensed Products, technology or technical data purchased hereunder, assumes responsibility for complying with applicable laws and regulations and for obtaining required export and import authorizations. HP may suspend performance if Customer is in violation of any applicable laws or regulations.
c) Disputes arising in connection with this Agreement will be governed by the laws of the country and locality in which HP accepts the order.
d) If any term or provision herein is determined to be illegal or unenforceable, the validity or enforceability of the remainder of the terms or provisions herein will remain in full force and effect.
e) Except as specifically provided in Section 2. a) 2), these HP Software License Terms supersede any previous communications, representations or agreements between the parties, whether oral or written, regarding transactions hereunder. Customer’s additional or different terms and conditions will not apply.
These HP Software License Terms may not be changed except by an amendment signed by an
authorized representative of each party.