Software License Agreement
PLEASE READ THIS SOFTWARE LICENSE CAREFULLY BEFORE DOWNLOADING, INSTALLING OR USING RTEL OR RTEL-SUPPLIED SOFTWARE.
BY DOWNLOADING OR INSTALLING THE SOFTWARE, OR USING THE EQUIPMENT THAT CONTAINS THIS SOFTWARE, YOU ARE CONSENTING TO BE BOUND BY THIS LICENSE.
License. Subject to the terms and conditions of and except as otherwise provided in this Agreement, RTEL SA (“RTEL”) licensing the Software, if sale is not directly by RTEL, and its suppliers grant to Customer (“Customer”) a nonexclusive and non-transferable license to use the specific RTEL program modules, feature set(s) or feature(s) for which Customer has paid the required license fees (the “Software”), executable form only. In addition, the foregoing license shall also be subject to the following limitations, as applicable:
• Customer’s use of the Software shall be limited to use on a single hardware chassis, on a single central processing unit, as applicable, or use on such greater number of chasses or central processing units as Customer may have paid RTEL the required license fee;
• Customer’s use of the Software shall also be limited, as applicable and set forth in Customer’s purchase order or in RTEL’s product catalogue, user documentation, or web site, to a maximum number of (a) seats (i.e. users with access to the installed Software), (b) concurrent users, sessions, ports, and/or issued and outstanding IP addresses, and/or (c) central processing unit cycles or instructions per second. Customer’s use of the Software shall also be limited by any other restrictions set forth in Customer’s purchase order or in RTEL’s product catalogue, user documentation or web site for the Software.
• For some applications it may be required to renew system keys annually.
NOTE: For evaluation or beta copies for which RTEL does not charge a license fee, the above requirement to pay a license fee does not apply.
General Limitations. Except as otherwise expressly provided under this Agreement, Customer shall have no rights and Customer specifically agrees not to:
1. transfer, assign or sublicense its license rights to any other person, and any such attempted transfer, assignment or sublicense shall be void;
2. make error corrections to or otherwise modify or adapt the Software or create derivative works based upon the Software, or to permit third parties to do the same; or
3. Decompile, decrypt, reverse engineer, disassemble or otherwise reduce the Software to human-readable form to gain access to trade secrets or confidential information in the Software.
To the extent required by law, at Customer’s request, RTEL shall provide Customer with the interface information needed to achieve interoperability between the Software and another independently created program, on payment of RTEL’s applicable fee. Customer shall observe strict obligations of confidentiality with respect to such information.
Upgrades and Additional Copies. For purposes of this Agreement, “Software” shall include (and the terms and conditions of this Agreement shall apply to) any upgrades, updates, bug fixes or modified versions (collectively, “Upgrades”) or backup copies of the Software licensed or provided to Customer by RTEL or an authorized distributor for which Customer has paid the applicable license fees.
Notwithstanding any other provision of this agreement: (1) customer has no license or right to use any such additional copies or upgrades unless customer, at the time of acquiring such copy or upgrade, already holds a valid license to the original software and has paid the applicable fee for the upgrade; (2) use of additional copies is limited to backup purposes only.
Proprietary Notices. Customer agrees to maintain and reproduce all copyright and other proprietary notices on all copies, in any form, of the Software in the same form and manner that such copyright and other proprietary notices are included on the Software. Except as expressly authorized in this Agreement, Customer shall not make any copies or duplicates or any Software without the prior written permission of RTEL. Customer may make such backup copies of the Software as may be necessary for Customer’s lawful use, provided Customer affixes to such copies all copyright, confidentiality, and proprietary notices that appear on the original.
Protection of Information. Customer agrees that aspects of the Software and associated documentation, including the specific design and structure of individual programs, constitute trade secrets and/or copyrighted material of RTEL. Customer shall not disclose, provide, or otherwise make available such trade secrets or copyrighted material in any form to any third party without the prior written consent of RTEL. Customer shall implement reasonable security measures to protect such trade secrets and copyrighted material. Title to Software and documentation shall remain solely with RTEL.
Term and Termination. This License is effective until terminated. Customer may terminate this License at any time by destroying all copies of Software including any documentation. Customer’s rights under this License will terminate immediately without notice from RTEL if Customer fails to comply with any provision of this License. Upon termination, Customer must destroy all copies of Software in its possession or control.
Customer Records. Customer grants to RTEL and its independent accountants the right to examine Customer’s books, records and accounts during Customer’s normal business hours to verify compliance with this Agreement. In the event such audit discloses non-compliance with this Agreement, Customer shall promptly pay to RTEL the appropriate licensee fees.
General terms applicable to the software license:
Disclaimer of Liabilities. IN NO EVENT WILL RTEL OR ITS SUPPLIERS BE LIABLE FOR ANY LOST REVENUE, PROFIT, OR DATA, OR FOR SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY ARISING OUT OF THE USE OF OR INABILITY TO USE SOFTWARE EVEN IF RTEL OR ITS SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. In no event shall RTEL’s or its suppliers’ liability to Customer, whether in contract, tort (including negligence), or otherwise, exceed the price paid by Customer. The foregoing limitations shall apply even if the above-stated warranty fails of its essential purpose.
The Warranty and the Software License shall be governed by and construed in accordance with the laws of the Greek Republic, without reference to principles of conflict of laws. If any portion hereof is found to be void or unenforceable, the remaining provisions of the Warranty and the Software License shall remain in full force and effect. Except as expressly provided herein, the Software License constitutes the entire agreement between the parties with respect to the license of the Software and supersedes any conflicting or additional terms contained in the purchase order If Customer has entered into a contract directly with RTEL for supply of the Products subject to this warranty, the terms of that contract shall supersede any terms of this Warranty or the Software License, which are inconsistent with that contract.