Traction® is a registered trademark and TeamPage(TM) is a trademark of Traction Software, Inc.
THE TRACTION TEAMPAGE PROGRAM, LICENSE FILES, AND ASSOCIATED DOCUMENTATION ARE CONFIDENTIAL AND PROPRIETARY TO TRACTION SOFTWARE INC. AND MAY NOT BE REPRODUCED, PUBLISHED, OR USED WITHOUT THE WRITTEN AUTHORIZATION OF TRACTION SOFTWARE, INC.
LICENSE GRANT
"You" means the person or company who is being licensed to use the Software, License File, or Documentation. "We," "us" and "our" or "Traction" means Traction Software Inc ("TSI"), 513 Redwood St, Harrisburg PA 17109, USA.
"Software" means all of the following: the Traction TeamPage program; Traction TeamPage program accessories, options, plug-in extensions, configuration files, user interface definition files ("skins" and "views"); Traction desktop accessory programs; License Files now or hereafter acquired; any other associated machine-readable object code as well as any other associated files (including all, patches and other files provided under TSI's maintenance programs); together with any associated media, printed materials and online or electronic documentation.
We hereby grant you a nonexclusive license to use one copy of the Software on any single computer, provided that at most one instance of the Software per License File is in use that computer at any time. The Software is "in use" on a computer when it is loaded into temporary memory (RAM) or installed into the permanent memory of a computer -- for example, a hard disk, CD-ROM or other storage device.
Traction desktop accessories (such as the Traction Instant Publisher) which are delivered as standard components of the Software may be installed and used on an unlimited number of desktop computers solely for use with Traction Server programs.
LICENSE FILE
Software features and options may be accessed by the number of individually identifiable users ("the Named Users") for whom you have acquired and installed a TSI license file ("License File"). You determine the individual identity of Named Users. However, License Files cannot be used in any manner which would: 1) permit access to Traction features, options, and limits which are not enabled by a License File you have acquired from TSI; 2) permit use by more than the number of Named Users or other limits authorized by the License File that you acquired from TSI; 3) allow TSI Software to exist on more than the number of individual computers that you are authorized by TSI to use; 4) allow use of TSI Software outside the License Period specified by a License File for a Subscription License, as specified below; 5) use a License File you have not legally acquired from TSI. You must uninstall and delete your original License File upon your receipt of any updated or replacement License File from TSI.
PERMANENT ("Perpetual") LICENSES
From time to time, TSI may offer to license the Software for use by a specified number of users with specified options and limits for an unlimited period of time (a "Perpetual" or "Permanent" License).
The specified number of users, specified options, limits and other terms of a Permanent License may be updated by mutual written agreement between You and TSI along with Your payment of any mutually agreed fee. TSI will then deliver an updated License File to You recording any changes.
Purchase of a Permanent License entitles You to download, install and use the Software in accordance with the terms of the SOFTWARE MAINTENANCE AND SUPPORT SERVICES section, below.
TIME LIMITED ("Subscription") LICENSES
From time to time, TSI may offer to license the Software for use by a specified number of users with specified options and limits for use during a specified and limited period of time (the "License Period" of the "Subscription" License).
The License Period of a Subscription License is specified in a TSI License File. After the expiration of said License Period You may continue to provide normal access to the Software for such users only by acquiring from TSI and installing a License File specifying an updated License Period. If such License File is not acquired, then after the License Period expires, the Software will disable some or all of its features and render information in the Software "read-only."
The specified number of users, specified options, limits, License Period, and other terms of a Subscription License may be updated by mutual written agreement between You and TSI along with Your payment of any mutually agreed fee. TSI will then deliver an updated License File to You with recording any changes.
Purchase of a Subscription License entitles You to download, install and use the Software in accordance with the terms of the SOFTWARE MAINTENANCE AND SUPPORT SERVICES section, below.
ATTIVIO PLUS OPTION LICENSES
All Attivio software previously licensed for resale or use by TSI, including but not limited to Attivio software used as part of the Attivio Plus Option, is no longer sold, maintained, or licensed by TSI. TSI Support does not include support for any Attivio software.
TITLE
TSI remains the owner of all right, title and interest in the Software, including without limitation, License Files, and related explanatory written materials ("Documentation").
ARCHIVAL OR BACKUP COPIES
You may copy the Software for back-up and archival purposes, provided that the original and each copy is kept in your possession and that your installation and use of the Software does not exceed that allowed in the "License Grant" section above.
USE OF TRACTION SOFTWARE DEVELOPERS KIT (SDK)
TSI distributes and documents certain components of the Software intended for end user modification (the Traction Software Developer's kit, or "SDK"). The SDK is provided with every license for the Software and includes: a subset of Java Language source code files use to build Traction Server software, configuration files, and user interface definition files ("skins" and "views"). You may use SDK components to modify or extend the capabilities of Traction Software products only if: 1) modified SDK components include TSI's original copyright, trademark, or other proprietary notices and 2) original or modified SDK components are used solely with Software that You have licensed from TSI. You may publish, disclose, or otherwise distribute original or modified SDK components only with the written permission of TSI.
THINGS YOU MAY NOT DO
The Software and Documentation are protected by United States copyright laws and international treaties. You must treat the Software and Documentation like any other copyrighted material -- for example a book. You may not:
a) Copy the Documentation
b) Copy the Software except to make archival or backup copies as provided above
c) Modify or adapt the Software or merge it into another program except to use Traction SDK Software as provided above
d) Reverse engineer, disassemble, decompile or make any attempt to discover the source code of the Software,
e) Sublicense, rent, lease or lend any portion of the Software or Documentation.
TRANSFERS
You may permanently transfer your rights to use the Software by emailing a copy of your License File to TSI along with the name, address, email address and contact information for the new licensee, provided that the new licensee agrees to the terms of this Agreement and that you cease to use the Software as of the date of transfer stated in your notification to TSI or the date of your notification, whichever is later. TSI will send the new licensee a License file using the updated license owner and contact information you provide. Individual License Files may not be transferred or assigned unless all License Files associated with the transferred or assigned Software are transferred or assigned to the transferee. No transfer, assignment or sublicense is permitted by the licensee under this Agreement other than as set forth expressly in this Agreement.
LIMITED WARRANTY
TSI warrants that it has full power and right to license the Software and perform all other terms of this Agreement, and the use of Software, or the exercise of the licenses granted hereunder, will not violate or interfere with the intellectual property or contractual rights of any third party, including without limitation, those rights arising under copyright, trademark, trade secret or patent law, provided, however that TSI shall not be liable for a breach of this warranty if a violation or interference occurs by reason of content supplied by You, content owners, end users, or other third parties.
TSI warrants that for a period of 90 of days after delivery of this copy of the Software to you:
a) The media on which this copy of the Software is provided to you will be free from defects in materials and workmanship under normal use, and
b) When used with a recommended hardware and software platform configuration, the Software will perform in substantial accordance with the Documentation.
To the extent permitted by applicable law, THE FOREGOING LIMITED WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, AND WE DISCLAIM ANY AND ALL IMPLIED WARRANTIES OR CONDITIONS, INCLUDING ANY IMPLIED WARRANTY OF TITLE, NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, regardless of whether we know or had reason to know of your particular needs. No employee, agent, dealer or distributor of ours is authorized to modify this limited warranty, nor to make any additional warranties.
USE OF THE SOFTWARE CAN RESULT IN LOSS OR MISTRANSMISSION OF DATA OR OTHER ERRORS. ACCORDINGLY, USERS OF THE SOFTWARE SHOULD FREQUENTLY BACKUP ALL DATA OR OTHER WORKS. FURTHER, THE SOFTWARE IS DESIGNED FOR USE IN NETWORKED ENVIRONMENTS. ACCORDINGLY, USERS SHOULD TAKE REASONABLE AND CUSTOMARY SECURITY PRECAUTIONS AND MEASURES TO INSURE PROPER SAFEGUARDING OF INFORMATION CREATED, USED AND TRANSMITTED IN CONNECTION WITH THE INSTALLATION AND USE OF THE SOFTWARE.
SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
LIMITED REMEDY
Our entire liability and your exclusive remedy for breach of the foregoing warranty shall be, at our option, to either:
a) Return the price you paid, or
b) Repair or replace the Software or media that does not meet the foregoing warranty if it is returned to us with a copy of your receipt.
IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING ANY LOST PROFITS OR LOST SAVINGS, ARISING FROM THE USE OR THE INABILITY TO USE THE SOFTWARE (EVEN IF A PARTY OR AN AUTHORIZED DEALER OR DISTRIBUTOR HAS BEEN ADVISED OF THE POSSIBILITY OF THESE DAMAGES). EXCEPT IN THE CASE OF TSI’S INDEMNIFICATION OBLIGATIONS SET FORTH HEREIN, IN NO EVENT WILL EITHER PARTY’S AGGREGATE DAMAGES FOR CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE AMOUNT PAID AND OWED TO TSI.
SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
TERM AND TERMINATION
This license agreement takes effect upon your use of the Software and remains effective until terminated. You may terminate it at any time by notifying TSI in writing. This agreement will also automatically terminate if you fail to comply with any term or condition of this license agreement or if you permanently transfer your rights to use the software in accordance with the TRANSFERS section of this agreement. You agree on termination of this license to destroy all copies of the Software, Documentation, and License Files in your possession.
INTELLECTUAL PROPERTY RIGHTS.
All copyrights, patent rights and other intellectual property rights in and to the Software are owned by TSI or its licensors. You may not remove any copyright, trademark or other proprietary notices from the Software or the media.
NO UNLAWFUL ACTIONS.
You may not use the Software for, or in connection with, any unlawful purposes.
INDEMNIFICATION
TSI agrees to indemnify and hold You and your corporate affiliates, directors, officers, and employees harmless from and against any and all third party claims or actions, including any losses, costs, liabilities, reasonable attorney's fees and other expenses arising from such claim or action, alleging that the Software (which includes, for the avoidance of doubt, any third party components delivered with the Software) infringes or violates any copyright, trademark, patent or trade secret of a third party, provided: (i) You promptly give written notice of any claim to TSI; (ii) You provide any assistance which TSI may reasonably request for the defense of the claim; and (iii) TSI has the right to control the defense or settlement of the claim. In any action based on an infringement claim, TSI may, at its sole option, either: (a) obtain for You the right to continue using the Software, (b) replace or modify the Software with non-infringing software providing substantially the same functionality, or (c) terminate the license granted hereunder and give You a pro-rata refund of the license fee paid for the Software, calculated on the basis of straight line depreciation over five years.
CONFIDENTIALITY
Any exchange of Confidential Information under this Agreement shall be governed by the terms of separate Non-Disclosure and Confidential Agreement between the Parties.
SOFTWARE MAINTENANCE AND SUPPORT SERVICES
You may purchase Software Maintenance and Support Services ("Support") for the current shipping release of the same Software configuration specified in Your current TSI License File along with any Software specified by mutual written agreement between You and TSI (the "Maintenance Licensed Software").
"Standard Support" entitles a TSI customer to self-service online access to TSI's customer support blog, and the right to update Maintenance Licensed Software for that customer's exclusive use in accordance with this License Agreement. Standard Support entitles a TSI customer to download and install any major, minor or patch release of Maintenance Licensed Software from TSI's customer support site during the term of the Maintenance Year (defined below).
The "Maintenance Base Price" used to calculate the cost of Standard Support for a TSI Permanent License is equal to the total purchase price You paid TSI for your Maintenance Licensed Software. This includes but is not limited to the purchase price You paid for standard TSI Software Products; the price You paid for TSI Options; the price You paid to increase the number of Named Accounts or add Options; the price You paid for any Extended Software You and TSI have agreed to include in Your Maintenance Licensed Software by mutual written agreement; and any adjustments to Maintenance Base Price calculation You and TSI have agreed to by mutual written agreement. Notwithstanding the forgoing, the minimum Maintenance Base Price is $500 USD.
Standard Support for the first Maintenance Year of a TSI Permanent license is provided at no extra cost, and is renewable annually for 20% of the Maintenance Base Price of that TSI License (the "Annual Maintenance Fee");
Payment of the Annual Maintenance Fee extends Standard Support to the next annual anniversary of the original permanent TSI license's delivery date (the "Maintenance Year"). Late payment of the Annual Maintenance Fee extends Support to end of the current Maintenance Year at the full Annual Maintenance Fee. Renewal of Annual Maintenance after a gap in Standard Support coverage will incur an additional fee not to exceed the cost of one year’s Annual Maintenance, or agreement to reset the reference anniversary date of the Maintenance Year. TSI and the Customer may reset the reference anniversary date of the Maintenance Year by mutual written agreement including specification of pro-rata credits for unused maintenance, or additional fees no greater than the cost of one year's Annual Maintenance for gaps in Support coverage.
Standard Support is included in the cost of a Term Limited ("Subscription") TSI License for the term of that Subscription.
Standard Support services are intended to supplement and not replace the written installation, configuration, and operation documentation provided with each Traction TeamPage installation and on TSI's corporate TeamPage Support server. Customers may purchase training and consulting services to augment Standard Support at TSI's professional services rates.
TSI welcomes feedback, suggestions or problem reports submitted by any customer using email, blog or Traction TeamPage's built in feedback form.
"On Call Support": TSI provides On Call Support to customers who purchase a paid TSI License, and who are entitled to receive Standard Support at the time of any On Call Support incident. TSI provides technical assistance using its corporate Traction TeamPage Support server, email, and telephone during weekday business hours (9am to 5pm US Eastern time) to support contacts designated by On Call Support Customers. Customers who use a no-cost license are not entitled to receive On Call Support except as may be provided by a written agreement between TSI and the Customer.
On Call Support includes escalated response to On Call Support Customers who experience serious problems, which prevent them from using major documented features and functions of the current shipping release of TSI Products. TSI will work with On Call Support Customers experiencing a serious problem with the current shipping release and work diligently to resolve the issue, identify a workaround or provide a patch release, but TSI reserves the right determine the severity of the problem and the appropriate response.
TSI reserves the right to terminate the offer and price of annual renewal of Standard and On Call Support for any of its Products, or change the terms and fee charged for any or all Support services after giving 60 days public notice.
CUSTOMER FUNDED DEVELOPMENT OF EXTENDED SOFTWARE
Support services may include customer funding of TSI to develop extensions, enhancements, or new configurations of TSI Software ("Extended Software") including without limitation: plug-in extensions, configuration files, user interface configuration files ("skins" and "views"), Traction Server software, or desktop accessories. UNLESS OTHERWISE AGREED IN WRITING, YOU AGREE TO ASSIGN TO TSI OWNERSHIP AND ALL OTHER RIGHTS (INCLUDING BUT NOT LIMITED TO PATENT AND UNLIMITED, ROYALTY FREE USE RIGHTS) FOR ANY EXTENDED SOFTWARE THAT TSI DEVELOPS ON YOUR BEHALF.
Any Extended Software provided to You shall be deemed part of the Software and subject to the terms and conditions of this Agreement with the following exception: Traction Software Support for Extended Software shall be limited to Extended Software incorporated in the current shipping release of Traction Software products, or included as Maintenance Licensed Software by mutual written agreement between You and TSI.
GOVERNMENT END-USERS
The Software and accompanying documentation are "commercial items," consisting of "commercial computer software" and "commercial computer software documentation" as such terms are defined in the applicable acquisition regulations. If the licensee hereunder is the U.S. Government or any agency or department thereof, the Government agrees that the Software and the documentation are licensed hereunder (i) only as a commercial item, and (ii) with only those rights as are granted to all other end users pursuant to the terms and conditions of this Agreement. If this Agreement fails to meet the Government's minimum needs or is inconsistent with Federal procurement law, the Government agrees to notify TSI. The following additional statement applies only to procurements governed by DFARS Subpart 227.4 (1988): "Restricted Rights - Use, duplication and disclosure by the Government is subject to restrictions set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 (1988)."
GENERAL PROVISIONS
1. This written license agreement is the exclusive agreement between you and us concerning the Software and Documentation and supersedes any prior purchase order, communication, advertising or representation concerning the Software.
2. This license agreement may be modified only by a written agreement signed by You and us.
3. Failure by either party to enforce any term of this Agreement shall not be deemed a waiver of future enforcement of that or any term. If any provision of this Agreement is held to be unenforceable or invalid, the remaining provisions shall be given full effect.
4. This license agreement is governed by the laws of the state of Rhode Island.
5. You agree that the Software will not be shipped, transferred or exported into any country or used in any manner prohibited by the United States Export Administration Act or any other export laws, restrictions or regulations. The ECCN classification for the Software, and applicable license exception are: ECCN classification 5D002, Retail E1 license exemption for software products incorporating Sun Microsystems Java Cryptography Extension (JSE). Export restriction ENC Worldwide, no export to Embargoed and Terrorist Counties. TSU Notification filed by Traction Software Inc for its TeamPage and related products.
6. The "Third Party License Agreements" Web page published by TSI contains copyright, warrantee, and legal disclaimers for software from third parties distributed with permission as part of the Traction Software distribution, and are hereby incorporated by reference as a part of this Agreement. See Third Party License Agreement published at teampage.traction…