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SAPPHIRE/WEB

By opening the sealed package containing the physical media the Customer indicates intent to pay for the Software therein, and to abide completely with the following terms and conditions.

LICENSE TO USE

Bluestone grants Customer a license to use the Software subject to the terms stated below. A separate license fee is required for each user of the Software.

1. This license (unless otherwise stated herein) is for a single user, for use on any one computer, on one site.

(a) This license may be transferred to another user by contacting Bluestone. Note: License transfer requests can only be honored for customers having a current, valid maintenance contract and must be accompanied by a copy of the completed and signed "License Transfer Request" (appendix "A" to this license).

2. Customer may not modify, reverse engineer, disassemble or decompile the Software.

COPIES

3. Customer may make copies of the Software:

(a) For archival purposes; or

(b) When copying is an essential step in the use of the Software with the computer so long as the copies are used in no other manner.

4. Customer has no rights to copy unless it acquires an appropriate license to reproduce from Bluestone.

5. Customer agrees that no warranty, installation or training is provided by Bluestone for any copies made by Customer unless otherwise agreed to in writing by Bluestone.

6. All copies of the Software must bear the copyright notice(s) contained in or on the original. Customer shall maintain accurate records of the number and location of all copies of the Software and shall promptly provide a current listing to Bluestone upon request.

OWNERSHIP

7. Customer agrees that it does not have any title or ownership of the Software or any proprietary rights therein other than the ownership of the physical media.

8. Customer acknowledges and agrees that the Software is copyrighted and protected under the Copyright laws of the United States, and the Software is confidential and a trade secret. Customer agrees to use its best efforts to maintain the confidential nature of the Software.

TRANSFER OF RIGHTS IN SOFTWARE

9. Customer may transfer this license to a third party only as part of the transfer of all rights and only if Customer obtains the prior written agreement of the third party to be bound by the terms of this Agreement.

10. Upon such transfer, Customer agrees that its right to use the Software is terminated and that it will either destroy its originals and copies or deliver them to the third party.

11. Transfer to a US Government department or agency or to a prime or lower tier contractor in connection with a US Government contract shall be made only with the prior written consent of Bluestone, including the placement of appropriate legends on the Software and inclusion of the appropriate contract provisions in Customer's contract with such U. S. Government agency or department.

SUB-LICENSING AND DISTRIBUTION

12. Customer may not sub-license the Software or distribute copies or adaptations of the Software to the public in physical media or by telecommunications except as and unless authorized in writing by Bluestone pursuant to a License to Reproduce and Sub-license or a License to Distribute.

TERMINATION

13. Bluestone may terminate this Agreement and Customer's license for the Software for failure to pay the appropriate license fees or to comply with any of the terms of this Agreement, provided Bluestone has requested Customer to cure the failure and Customer has failed to do so, within ten (10) business days of such notice. Customer agrees to return to Bluestone or destroy all copies of the Software upon such termination. Paragraphs 8, 17, 18 and 20) shall survive the termination of this Agreement.

UPDATES AND UPGRADES

14. Customer agrees that the Software does not include any future updates or upgrades that may be available from Bluestone.

EXPORT

15. Customer agrees not to export or re-export the Software, or any copy or adaptation, to any countries currently in Country Groups Q, S, W, Y or Z (as defined by the US Department of Commerce) or the People's Republic of China, in violation of the US Export Administration regulations or other applicable regulations.

US GOVERNMENT DEPARTMENTS AND AGENCIES

16. The Software is provided as "restricted rights Software' (as defined by FAR Section 52.227-14 (a)). The use, reproduction, or disclosure by the Department of Defense is governed by this license. The use, reproduction, or disclosure by any other Government department or agency is governed by the Restricted Rights Notice set forth in FAR Section 52.227014.

GOVERNING LAW DISPUTES

17. This Agreement shall be governed by and interpreted in accordance with the laws of the State of New Jersey. The parties hereby agree that any dispute regarding the interpretation or validity of, or otherwise arising out of, this Agreement, or relating to the products licensed hereunder shall be subject to the exclusive jurisdiction of the State of New Jersey courts, and the parties agree to submit to the personal and exclusive jurisdiction and venue of these courts.

WARRANTIES AND LIMITATION OF LIABILITY

18. Bluestone warrants and represents to Customer that Bluestone has the right to license the Software Products to Customer and the Software does not infringe on any copyright in the United States. Bluestone expressly disclaims any and all other warranties, whether express or implied, including all warranties of MERCHANTABILITY and warranties of fitness for a particular purpose with respect to the software.

19. Bluestone shall not have any liability to Customer or to any other person, in tort, contract or otherwise, for claims, losses, damages or injuries arising out of the use or licensing of the Software, except for the return, by Bluestone, of any amount not in excess of the license fee received in respect of the License. In no event shall Bluestone be liable to customer or any third party for consequential or special damages or lost profits, including, without limitation, consequential, or special damages for loss of good will, work stoppage, computer failure or malfunction, loss of work product, or any and all other commercial damages or losses, direct or indirect, even if Bluestone has been advised of the possibility of such damages or losses.

EXCLUSIVE REMEDY AND INFRINGEMENT

20. Customer's sole and exclusive remedy for any damages or loss in any way connected with the Software (other than infringement claims discussed in Paragraph 21) or any services furnished by Bluestone, whether or not by Bluestone's breach of warranty, negligence or any breach of any other duty, shall be, at Bluestone's option, replacement of the Software or re-performance of services or return or credit of the appropriate portion of any license fee or payment made by Customer with respect to such Software or services.

21. Bluestone shall, at its expense, indemnify, defend and hold Customer harmless against any claim that the Software infringes on any copyright in the United States, provided that Customer gives Bluestone prompt, written notice of such claim and allows Bluestone to control the defense and all related settlement negotiations. Customer shall allow Bluestone, at Bluestone's option and expense, if any infringement claim has occurred or in Bluestone's reasonable judgment is likely to occur, to procure the right for Customer to continue using the Software or to replace or modify the Software so that it becomes non-infringing; and if neither of the foregoing alternatives is available on terms which are reasonable, in Bluestone's sole discretion, Customer shall, upon the request of Bluestone, return the Software to Bluestone, whereupon Bluestone shall return the license fee to Customer. Bluestone shall incur no liability to Customer on account of such request and return, except for return of the license fee as provided herein.

22. These Software License Terms take precedence over Customer's additional or different terms or conditions, to which notice of objection is hereby given. Neither Bluestone's commencement of performance nor delivery shall be deemed or construed as acceptance of Customer's additional or different terms and conditions.

23. This Agreement constitutes the entire agreement of the parties with respect to its subject matter, and supersedes any prior agreement, understanding, proposal or communication, oral or written, between the parties with respect to such subject matter.

24. The Customer may use SAPPHIRE/WEB to develop proprietary Software and market that Software without paying any royalties, runtime or other fees on that Software.

25. The Customer shall not release the results of any benchmark testing of SAPPHIRE/WEB to any third party without the prior written approval of Bluestone.



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