Antera End User License Agreement (EULA)

This End-User License Agreement (“EULA”) describes the terms under which the Software is licensed under the Agreement.  Capitalized terms not defined in this EULA have the same meanings as such terms are defined in the General Terms or other Attachments of the Agreement.  
This EULA is an agreement between Antera Software USA (Licensor) and the licensee referred to in Antera Software USA  Order Agreement (“Licensee”) governing the license to the Software.  This agreement cannot be modified by Purchase Order or any other contractual addendum unless agreed to by both parties in writing. THE DOWNLOAD OR INSTALLATION OF THIS SOFTWARE CONSTITUTES ACKNOWLEDGEMENT OF YOUR ACCEPTANCE OF THE TERMS OF THIS AGREEMENT.BY INSTALLING OR EXECUTING THE LICENSED SOFTWARE, OR MAKING ANY OTHER USE OF IT, LICENSEE AGREES TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS EULA AND THE AGREEMENT.

GENERAL - Antera Software builds software that is intended to take maximum advantage of open source and open license technology.  In addition Antera Software builds and resells other component that compliment and work with these products to achieve a complete enterprise solution.  The software stack making up our products is composed of three categories of license: (1) Proprietary software code written by Antera Software (this code is escrowed to be made available to licensed users under certain conditions); (2) Proprietary software code that has been commissioned by Antera and written by third parties for Antera’s specific purposes (both (1) and (2) collectively referred to as one category comprising the “Antera Software”); (3) Proprietary software code or modules written and licensed by third parties that have granted Antera resale rights (the category referred to as “Third-Party Components”);  (4) Open source GNU/GPL License code that has been written by Antera and donated to the open source community; and (5) Traditional GNU/GPL License code free to the public (both (4) and (5) collectively referred to as the category comprising “Open Source Components”). The Antera Software, Third Party Components and Open Source Components are collectively referred to in this EULA as the “Licensed Software”.

LICENSE - Antera Software USA hereby grants the Licensee a nonexclusive, non-transferable, worldwide license for the Licensee to use the Antera Software solely as part of the Licensed Software for the Authorized Use, (2) a non-exclusive, nontransferable, worldwide sublicense authorizing the Licensee to use the Third Party Components solely as part of the Licensed Software for the Authorized  Use, and (3) a non-exclusive, worldwide license to use the Open Source Components under the applicable open source license (the “License”).  For the purposes of this EULA, the “Authorized Use” means on computer systems owned, leased, or otherwise controlled by Licensee in its facilities for Licensee's internal business purposes up to the license limits purchased by Licensee under the Agreement.  The Licensed Products software stack is made up of proprietary Antera Software, Third Party Components and Open Source Components. The Open Source Components are free to be distributed as set forth in the applicable open source licenses for such Open Source Components, and the Licensee is also permitted to distribute the proprietary Antera Software and Third Party Components of this product to one, and only one, web server to host the Licensed Software. Please contact Antera Software if you require additional licenses. Use of the Licensed Product beyond the Authorized Use or by anyone other than the Licensee terminates, without notification, this EULA and the right to use the Licensed Product.

OWNERSHIP/TITLE TO LICENSED SOFTWARE – All rights title and interest in and to the Antera Software is vested in Antera. All proprietary rights, including all patent, copyright, trade secret, trademark, trade name and other proprietary rights, in and to the Licensed Software, are owned by, and shall remain the property of Antera (with respect to the Antera Software) or its licensors (with respect to Third Party Components or Open Source Components), and are protected by United States copyright laws and the copyright laws of other countries. The License granted under this Agreement does not provide Licensee with title to or ownership of the Licensed Software, and only provides Licensee a right of limited use under the terms and conditions of this agreement. The Licensed Software is licensed, not sold. 

RESTRICTIONS - Under no circumstances shall Licensee sell, rent, sublease, license, sublicense, publish, display, distribute, or otherwise transfer or make the Licensed Software available to any third party. Further, this EULA does not grant Licensee a license to offer the Licensed Product as a hosted service to Licensee customers as an application service provider or for similar service.  Resale or redistribution of the Licensed Software by Licensee is prohibited. No other rights in and to the Licensed Software or to any and all related proprietary rights are transferred pursuant to this Agreement. Licensee shall not infringe proprietary rights of Licensor. In the case of an authorized transfer, the transferee must agree to be bound by the terms and conditions of this EULA. You may not remove any proprietary notices, labels, trademarks on the software or documentation. 

MODIFICATIONS, REVERSE ENGINEERING, RESTRICTIONS - Licensee shall not cause, nor permit either through its direct efforts or through any third party, the modification, disassembly, de-compilation, or reverse engineering of the Licensed Software, nor otherwise attempt to discover any source code or trade secret related to the Licensed Software. Any use, copying, or distribution of the Licensed Software not authorized by this License Agreement shall automatically terminate Licensee's rights and License hereunder. Customized extensions to Licensed Software are authorized through Antera Software and are required to be accepted in writing by an authorized representative of Antera Software. 

LICENSE TRANSFER - Licensee hereby agrees to pay any and all fees for use of the Licensed Software to Licensor promptly as they become due for so long as the Licensed Software is installed or executed on Licensee's system or Licensee otherwise makes any use of the Licensed Software. Licensor has the right to withhold installation and/or maintenance of the Licensed Product until any and all fees are paid. Licensor also has the right to demand and audit de-installation of the Licensed Product in the case that Licensee does not pay any and all fees promptly. In the case that the license to install the Licensed Product is purchased through a Licensor-authorized third-party reseller or VAR (Value Added Reseller), the following terms will apply: Licensor has the right to withhold shipment of the Licensed Product until any and all fees are paid to it by the third-party reseller. If the Licensed Product is shipped prior to payment, (a) Licensee’s right to use the Licensed Product is conditional on payment and will terminate if payment is not received by Licensor. If the software is leased or sold through an Installment Payment Agreement (IPA), the license is not transferred to the Licensee until all payments have been made to the billing entity.  Upon final lease or IPA payment the licensing shall automatically transfer to the Licensee provided all payments have been made according to the agreement and no outstanding balance exists with Antera Software. 

US GOVERNMENT RESTRICTED RIGHTS - Use, duplication, or disclosure by the United States Government is subject to Restricted Rights restrictions as set forth in subparagraph (c)(1)(ii) of the Rights In Technical Data and Computer Software clause at DFARS 252.227-7013 or (c)(1) and (2) of the Commercial Computer Software - Restricted Rights at 48 CFR 52.227-19 as applicable.  Contractor/manufacturer is Antera Software USA, 2701 North Dallas Parkway, Suite 250, Plano, Texas 75093.

TERM - You may terminate your license and this Agreement at anytime by destroying all copies of the Licensed Software and Documentation. They will also terminate automatically if you fail to comply with any term or condition in this Agreement.

LIMITED WARRANTY - THE LICENSED SOFTWARE AND DOCUMENTATION ARE SOLD "AS IS" WITHOUT ANY OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, ANY IMPLIED WARRANTY OR CONDITION OF FITNESS FOR A PARTICULAR PURPOSE, OR ANY WARRANTY OR CONDITION ARISING OUT OF PERFORMANCE, INFRINGEMENT OR CUSTOM OR USAGE OF TRADE.  CUSTOMER ACKNOWLEDGES THAT ANY CIRCUMSTANCES CAUSING ANY SUCH EXCLUSIVE OR LIMITED REMEDY TO FAIL OF ITS ESSENTIAL PURPOSE SHALL NOT AFFECT ANY MIZUNI WARRANTY.. THE LICENSEE ASSUMES THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE LICENSED SOFTWARE. ANTERA SOFTWARE WARRANTS THAT THE LICENSED SOFTWARE FURNISHED MAY NOT BE FREE FROM DEFECTS. REMEDY IN THE EVENT OF A DEFECT IS EXPRESSLY LIMITED TO THE REPAIR OF THE DEFECT OR PRO RATA REFUND OF THE ORIGINAL PRICE PAID FOR THE LICENSED SOFTWARE AT THE SOLE DISCRETION OF ANTERA SOFTWARE. IN NO EVENT SHALL ANTERA SOFTWARE OR ANYONE ELSE WHO HAS BEEN INVOLVED IN THE CREATION, DEVELOPMENT, PRODUCTION, OR DELIVERY OF THE LICENSED SOFTWARE BE LIABLE FOR ANY DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, SUCH AS, BUT NOT LIMITED TO, LOSS OF ANTICIPATED PROFITS, BENEFITS, USE, OR DATA RESULTING FROM THE USE OF THE LICENSED SOFTWARE. 

LICENSEE ACKNOWLEDGMENT - Licensee acknowledges that it has read this Agreement and understands it and that by installing or executing the Licensed Software, or making any other use of it, Licensee agrees to be bound by its terms and conditions. Licensee further agrees that this EULA, the General Terms, any Maintenance Agreement and other attachments to the Agreement, unless expressly specified otherwise, is the complete and exclusive statement of the rights and liabilities of the parties with respect to licensing of the Licensed Software.

THIS LICENSE AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE UNITED STATES OF AMERICA, THE STATE OF TEXAS AND SHALL INURE TO THE BENEFIT OF Antera Software USA OR ITS ASSIGNS.

Copyright 2011 Antera Software USA All Rights Reserved