CA Automation Suite For Clouds
Contents
1. affiliates or employees 6 4 3 THESE CONFIRMATIONS ARE CUSTOMER S EXCLUSIVE CONFIRMATIONS AND REPLACE ALL OTHER CONFIRMATIONS OR CONDITIONS EXPRESS OR IMPLIED INCLUDING BUT NOT LIMITED TO THE IMPLIED CONFIRMATIONS OF SATISFACTORY QUALITY NONINFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE CA DOES NOT CONFIRM THAT THE CA SOFTWARE WILL MEET CUSTOMER S REQUIREMENTS OR THAT USE OF THE CA SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN EXPRESS OR IMPLIED CONFIRMATIONS SO THE ABOVE EXCLUSION MAY NOT APPLY TO CUSTOMER IF PERMITTED BY APPLICABLE LAW SUCH CONFIRMATIONS ARE LIMITED IN DURATION TO THE CONFIRMATION PERIOD SPECIFIED FOR THE SUBJECT CA SOFTWARE NO CONFIRMATIONS OF ANY KIND APPLY AFTER THAT PERIOD SOME STATES OR JURISDICTIONS DO NOT ALLOW SUCH LIMITATIONS SO TO THAT EXTENT THE FOREGOING LIMITATION MAY NOT APPLY TO CUSTOMER If Customer claim under this confirmation section Customer is not entitled or eligible to seek for the same confirmation remedies from any other party under any another confirmation provision 6 5 Ownership and Proprietary Information Title to ownership of and all rights in the intellectual property including but not limited to patents copyrights trademarks and trade secrets in the CA Software and Documentation any derivative works thereof and any goodwill accruing from the use of such CA Software and Documentation belong exclusively to and2. requires a separate license for additional fees 5 Licensing terms 5 1 License grant The license granted to Customer is a limited non exclusive non transferable and territory wide license The Territory is specified in the applicable order form in the section entitled Territory Customer s use of the license shall extend to use by Customer and Customer s Authorized End Users Authorized End Users means Customer and Customer s Affiliate s employees and independent contractors but excluding any outsourcer facilities management providers or application service provider Use of the CA Software by Authorized End Users shall at all times remain Customer s responsibility and liability Customer may use the CA Software for the operation of Customer s Affiliate s internal data processing where an Affiliate shall mean any entity for which Customer holds greater than a fifty percent 50 interest or by force of law or contract but only for so long as Customer maintains that interest Customer may transfer such CA Software to new hardware site or location within the Territory upon prior written notice to CA and such transfer might be subject to the payment of additional fees to the local CA entity to which Customer has purchased the CA Software 2 V2 1 EMEA License SPD_CA Automation Suite for Clouds_Norway ENG_20120926 technologies 5 2 Type of license The type of license Customer receives is designated in the or
3. 3 and regardless of the form of action will be limited to the total amount of fees paid by the Customer solely for the specific CA Software that caused the damage or gave rise to the cause of action with the exclusion of any Maintenance fees 6 3 2 _CA s liability for damage to tangible personal or real property due to the negligence of CA shall be limited in aggregate to the sum of NOK 3 000 000 per event or series of related events 6 3 3 THE REMEDIES PROVIDED IN THE AGREEMENT ARE THE EXCLUSIVE REMEDIES OF THE PARTIES IN NO EVENT SHALL CA BE LIABLE TO CUSTOMER OR ANY OTHER PARTY WHETHER IN CONTRACT OR TORT OR OTHERWISE FOR ANY INCIDENTAL INDIRECT PUNITIVE EXEMPLARY SPECIAL CONSEQUENTIAL OR UNFORESEEABLE LOSS DAMAGE OR EXPENSE LOSS OF PROFITS LOSS OF BUSINESS LOSS OF OPPORTUNITY LOSS OR CORRUPTION OF DATA HOWEVER ARISING EVEN IF ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES BEING INCURRED 6 3 4 The parties agree the limitations and exclusions herein are fair and reasonable in all the circumstances of the Agreement 3 V2 1 EMEA License SPD_CA Automation Suite for Clouds_Norway ENG_20120926 technologies 6 4 Confirmation 6 4 1 CA confirms to Customer that a it has the authority to grant Customer the rights and licenses mentioned herein and b for the period of 30 days after delivery of the CA Software and subject to the CA Software being used in an operating environment stated in the Documentation as supported b
4. ailable to CA customers can be found at_http www support ca com 4 Licensing Model The CA Automation Suite for Cloud is licensed by the number of Physical Sockets A Physical Socket means an electrical component attached to a printed circuit board PCB and electrically interconnects a central processing unit CPU and PCB A CPU is the specialized integrated circuit that executes binary programs and performs most logical functions or calculations One physical CPU may have up to twelve 12 processing cores There are three base models which all include the pre built content and workflows in all of the models to enable full flexibility of adoption of choices a Automation Suite for Clouds Base Configuration contains Service Catalog Process Automation Server Automation Configuration Automation and content b Automation Suite for Clouds with Applogic Base contains Service Catalog Process Automation Applogic and content c Automation Suite for Clouds Foundation contains Service Catalog Process Automation and content CA Server Automation program is included in the delivery of the CA Automation Suite for Clouds Base Model for use in server environments managed under CA Automation Suite for Cloud license Use of this program with server environments not managed by CA Automation Suite for Clouds requires a separate license for additional fees CA Service Catalog is included in the delivery of the CA Automati
5. by this reference are set forth in the Third Party Terms document located at https support ca com prodinfo tpterms 5 V2 1 EMEA License SPD_CA Automation Suite for Clouds_Norway ENG_20120926
6. dentification on a physical or virtual hardware server This installation can be a stand alone Orchestrator or as a node of a new or existing clustered Orchestrator o Connector is the software program connecting the CA Process Automation Express program with specific named third party software or other CA software For example CA Process Automation Connector for CA Service Desk connects CA Process Automation Express with CA Service Desk Each Connector may only be used to connect the CA Software with the specific named third party software or CA software program o Premium Connector means an additional Connector not included with the CA Software for which CA charges an additional fee o Process instance means a single copy of a Process definition that has been scheduled to run Queued state is running Running state or has completed running Failed or Completed state on a particular Orchestrator o Concurrent Processes means the number of CA Process Automation Process instances that are marked in the Running state within an Orchestrator at any given time CA Applogic program is included in the delivery of the CA Automation Suite for Clouds with Applogic Base Model for use in server environments managed under CA Automation Suite for Cloud license which includes a Catalyst based Process Automation connector and content flows Use of this program with server environments not managed by CA Automation Suite for Clouds
7. der form for the CA Software and may include Perpetual License A perpetual license to use the CA Software Subscription License A license to use the CA Software for a specific length of time as set forth in the applicable order form When the license expires at the end of the applicable term Customer all Affiliates and Authorized End Users must stop using the CA Software if Customer has not obtained a new license 5 3 Use Prohibitions Except as expressly authorized by this License SPD Customer may not a copy reproduce distribute or disclose the CA Software provided that Customer may make a reasonable number of copies of the CA Software for bona fide cold standby disaster recovery backup and archival purposes and may use such copy for reasonable testing and in the event of a bona fide disaster recovery event Maintaining copies of the CA Software in a hot standby environment or further or additional use of the CA Software for disaster recovery backup or archival purposes shall be subject to payment by Customer of the applicable fees to CA b modify unbundle or create derivative works of the CA Software c rent sell lease assign transfer or sublicense the CA Software or use the CA Software to provide hosting service bureau on demand or outsourcing services for the benefit of a third party d remove any proprietary notices labels or marks on or in any copy of the CA Software or Documentation or any CA Software or ma
8. on Suite for Clouds for all three base models CA Configuration Automation program is included in the delivery of the CA Automation Suite for Clouds Base Model for use in server environments managed under CA Automation Suite for Clouds license Use of this program with server environments not managed by CA Automation Suite for Clouds requires a separate license for additional fees 1 V2 1 EMEA License SPD_CA Automation Suite for Clouds_Norway ENG_20120926 technologies CA Process Automation Express program is included in the delivery of CA Automation Suite for Clouds for all three base models The CA Process Automation Express is licensed in different editions which authorize the use of the specified number of Agents and Connectors the Authorized Use Limitation This package includes two Orchestrators all non Premium Connectors unlimited Agents and 75 Concurrent Processes per Orchestrator Additional Orchestrators and Premium Connectors are available as an add on option at additional cost o Agent means a single installation of the agent software component of the CA Process Automation Express program on a specific operating system which can be identified as unique host identification on a physical or virtual hardware server o Orchestrator means a single installation of the Orchestrator software component of the CA Process Automation Express program on a specific operating system which can be identified as unique host i
9. shall remain with CA and or its licensors Customer shall not make available or disclose such intellectual property to any third parties except as expressly permitted by this License SPD and shall take appropriate action including by instruction or agreement with Customer s employees who are permitted access to such information to satisfy Customer s obligations hereunder 6 6 Assignment Customer may not assign the License SPD the use of any CA Software or Customer s rights and obligations under the License SPD without the prior written consent of CA The License SPD shall be binding on the parties and all of their respective successors and assigns CA may assign the License SPD by written notice to Customer 6 7 Termination CA Europe Sarl may terminate the present License SPD as well as revoke the license hereby granted in the event of a breach by Customer and or Customer s Authorized End Users of this License SPD and or the agreement under which Customer has purchased the CA Software and or applicable Maintenance 4 V2 1 EMEA License SPD_CA Automation Suite for Clouds_Norway ENG_20120926 technologies 7 Third Party Information and Terms If the CA Software contains third party software components and the third party licensor requires incorporation of specific license terms and conditions for such software into this CA license those third party software components and their specific terms and conditions which are incorporated
10. technologies Specific Program Document License SPD 1 CA Europe s a r l CA licenses to Customer the CA software program s listed below under the following terms and conditions By using the CA Software Customer confirms that Customer has read and agreed to these terms Customer means the legal entity being granted the license to the CA Software under this License SPD also referred to as Client Customer or Licensee CA Software means the program s licensed under this License SPD and any fixes patches updates upgrades or other software provided to Customer as part of Maintenance Maintenance means the maintenance and support services provided to Customer by the entity from which Customer has purchased the CA Software 2 Program Name CA Automation Suite for Clouds 3 Specified Operating Environment The CA Software s specifications and specified operating environment information may be found in the Documentation accompanying the CA Software if available e g a user manual user guide or readme txt or notice txt file Documentation means a with respect to CA Software only standard specifications user documentation and technical manuals and guides provided with the CA Software some or all of which may be in English only and b with respect to Maintenance and confirmation support CA s external policies covering the scope and nature of Maintenance and confirmation support av
11. terials in which the CA Software or Documentation or portions thereof are embedded e use the CA Software in any manner that exceeds or is broader than the uses licensed to Customer or f reverse assemble decompile reverse engineer or otherwise translate the CA Software except to the extent specifically permitted by applicable law without the possibility of contractual waiver All rights not specifically granted hereunder are expressly reserved 6 General Terms 6 1 Export Rules Customer agrees that the CA Software is subject to export controls of the United States of America and import controls of any other country in which the CA Software may be used Customer agrees to export re export or import CA Software only in compliance with such laws and controls 6 2 Applicable Law Both Customer and CA consent to the application of the same laws as are applicable to the contract through which Customer purchased the license of the CA Software to govern interpret and enforce this License SPD without regard to conflict of law principles The United Nations Convention on Contracts for the International Sale of Goods will not apply to this License SPD 6 3 Limitation of Liability 6 3 1 Except for death or personal injury caused by the negligence or willful default of CA and subject to Sections 6 3 2 and 6 3 3 CA s liability to Customer for direct damages loss or liability for any cause whatsoever except as otherwise stated in this Section 6
12. y CA the CA Software will materially conform to the specifications in the Documentation for such CA Software If it is established that CA has breached the confirmation in subsection b above CA s only obligation and Customer s exclusive remedy shall be for CA to at its option 1 use reasonable efforts to cure the defect in the CA Software 2 replace the CA Software with CA Software that materially conforms to the specifications in the Documentation or 3 terminate the CA Software license and arrange a pro rata refund of the fees that Customer has paid Any refund of fees paid in accordance with the confirmation provisions herein will terminate the license of the affected CA Software 6 4 2 This confirmation and the remedies offered are applicable only if i the reported error or defect is reasonably reproducible by CA ii Customer reports the alleged breach with reasonable specificity in writing within thirty 30 days from its occurrence iii Customer provides CA with reasonable assistance in the diagnosis and remedy of the applicable breach iv Customer has installed and is using all updates patches and fixes made available by CA for the affected CA Software v Customer has complied in all material respects with the terms and conditions of this License SPD and has materially complied with the Documentation for the affected CA Software and vi the error or defect is due solely to an error or omission on the part of CA its agents
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