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7. Charges and Payment
LICENSOR will provide Licensee trial license free of all charges and fees for the period specified in a License Supplement.
LICENSOR reserves the right to change its prices, including license fees, without notice.
8. Maintenance, Enhancement and Support
Support for the duration of the trial license will be provided at LICENSOR’s sole discretion and may be conditioned upon payment of additional fees.
For a period of ten (10) years from the last date that LICENSOR delivers to Licensee any Software or any update or improvement thereto, Licensee shall
i. keep confidential and utilize its best efforts to prevent unauthorized disclosure or use of any Software, and
ii. treat all Softwares with the same degree of care as it treats like information of its own which it does not want to be publicly disclosed or the subject of unauthorized access or use, and
iii. not make or permit to be made any more copies of any Software than are necessary for the Licensee’s internal use of that Software.
The obligations in this Section shall not extend to any part of any Software which is now or hereafter publicly known by virtue of disclosures not attributable to Licensee, its agents, employees, consultants, contractors, or any other person or entity under similar restriction not to make such disclosures.
There is no express warranty provided for Trial or Evaluation license.
11. Limitation of Liability
Licensee expressly acknowledges that:
a. LICENSOR shall not be liable for loss of profit, loss of business, or other financial loss which may be caused, directly or indirectly, by the inadequacy of any Software for any purpose or use thereof or by any defect or deficiency therein.
b. LICENSOR shall not have any liability with respect to any loss or damage related to or arising from:
i. any failure of any Software to perform as specified herein except as and to the extent otherwise expressly provided herein; or
ii. any use or application of any Software or the results or decisions made or obtained by users of the Software.
c. The total of LICENSOR’s liabilities to Licensee for damages, if any, shall not exceed the amounts paid by Licensee under this Software License Agreement during the twelve (12) months preceding the assertion of Licensee’s claim.
d. No action, regardless of form, arising out of any transaction under this Software License Agreement may be brought by Licensee more than one year after the Licensee has, or by the exercise of reasonable diligence should have had, knowledge of the occurrence which gives rise to such action.
Trial or Evaluation Licenses will terminate automatically on the expiration date if not renewed pursuant to the terms of the License as further defined in Section 6 (Duration) above.
a. LICENSOR shall have the right without further obligation or liability to Licensee to terminate this Software License Agreement and Licensee’s license hereunder as to any Software.
b. The following obligations shall survive termination of the Software License Agreement for any reason: (i) Licensee’s obligations under Sections 9 (Non-Disclosure); and (ii) Paragraph (c) of this Section. Termination of this Software License Agreement will not relieve either
c. Upon the termination of this Software License Agreement as to any Software, the license and all other rights granted to Licensee as to that Software hereunder shall immediately cease, and Licensee shall immediately:
i. return that Software to LICENSOR including all documentation, manuals and copies in respect of that Software;
ii. purge all copies of that Software and any portions thereof from all CPU’s and storage media and devices on which Licensee has placed or allowed others to place that Software; and
iii. upon request provide LICENSOR with written certification that Licensee has complied with its obligations under this Paragraph 12(c).
You acknowledge that the Software incorporates confidential and proprietary information developed or acquired by LICENSOR and that you may receive or have access to other proprietary or confidential information of LICENSOR (the “Information”).
You will take all precautions necessary to safeguard the confidentiality of the Information, including without limitation: (i) those taken by You to protect Your confidential information; and (ii) those that LICENSOR may reasonably request from time to time. You will not disclose, in whole or in part, any Information to any third party. You acknowledge that any unauthorized use or disclosure of the Information may cause irreparable damage to LICENSOR. You will have no confidentiality obligation with respect to any portion of the Information that: (i) You independently developed before receiving the Information from LICENSOR; (ii) You lawfully obtained from a third party under no obligation of confidentiality, (iii) is or becomes available to the public other than as a result of an act or omission of LICENSOR or any of its employees or (iv) You are compelled to disclose pursuant to legal process provided by a court of competent jurisdiction. Under any of these circumstances, You will notify LICENSOR at least thirty (30) days before disclosing any portion of the Information to any other person.
14. General Provisions
a. Licensee shall not have the right to assign or otherwise transfer its rights or obligations under this Software License Agreement except with the written consent of the other party.
b. For end users based in the United States, this Software License Agreement and any License Supplement shall be governed by and construed in accordance with the laws of the State of New York and the parties agree to submit to the exclusive jurisdiction of the New York courts, and shall not be governed by the United Nations Convention on the International Sale of Goods. For users outside the United States, the laws of France shall apply.
c. This Software License Agreement supersedes all proposals, oral or written, and all negotiations, conversations or discussions heretofore had between the parties related to this Software License Agreement. Licensee acknowledges that it has not been induced to enter into this Software License Agreement by any representations or statements, oral or written, not expressly contained herein. The terms and conditions of this Software License Agreement shall prevail, notwithstanding any variance with the terms and conditions of any order or other instrument submitted by Licensee.
d. This Software License Agreement supersedes any and all other Software License Agreements between the parties governing Softwares.
e. This Software License Agreement shall not be deemed or construed to be modified, amended, rescinded, cancelled or waived, in whole or in part, except by written amendment signed by the parties hereto.
f. The obligations of Licensee under Sections 4 (Restrictions on Use) and 9 (Non-Disclosure) hereof are of a special and unique character which gives them a peculiar value to LICENSOR for which LICENSOR cannot be reasonably or adequately compensated in damages in the event Licensee breaches such obligations. Therefore LICENSOR shall, in addition to other remedies which may be available, be entitled to injunctive and other equitable relief in the event of the breach or threatened breach of such obligations.