Licensing info
Teamstudio® Software License Agreement and User Agreement
This is a legal agreement between you, the end-user, and Teamstudio, Inc., a Massachusetts, U.S.A. corporation. By opening the envelope for physically delivered software, clicking on the "accept" button for downloads or upon installation, you signify that you have read this Agreement and accept these terms, and are authorized (on behalf of any entity for which you are using or installing the Software) to accept and be bound by these terms. If you do not agree to the terms of this Agreement, then we are unwilling to license the Software to you, in which event you should return it immediately for a refund. The right to return and refund does not extend to your transferee.
The term "you" means the company, entity or individual who is acquiring the license to use the Software under this Agreement. The term "we" or "us" means Teamstudio, Inc., a Massachusetts, U.S.A. corporation, except that terms such as "both of us" means both you and us.
In this Agreement, the term "Software" means the software that this Agreement accompanies, either by placement on the distribution media, or by "click-wrap" display box, including computer software and associated media and printed materials, and may include "online" or electronic documentation.
Grant of License.
Upon payment of the applicable license fee, we grant you a license for the Software in accordance with the terms as set forth for each particular product in the attached Schedule of Products.
We reserve the right to require you or an officer of the licensee to certify that the terms of this agreement have been complied with, including, but not limited to, that the number of users has not at any time exceeded that permitted by the license;
Other Restrictions.
You have the right to use the number of copies for which you have acquired licenses or as otherwise expressly permitted under Paragraph 1. You may make additional copies of the Software, but only for backup, disaster recovery or archival purposes or when copying is an essential step in the authorized use of the Software. You must reproduce all copyright and other proprietary or restricted rights notices in the original Software on all authorized copies. You may not copy the User Guide or written materials accompanying the Software.
You may not hire out or lease out the Software. You may not: modify, translate, reverse engineer, decompile, disassemble, or create derivative works based on the Software provided to you in object code form. If you are using the Software in any country in the European Community, the prohibition against modifying, translating, reverse engineering, decompiling, disassembling or creating derivative works based on the Software does not affect your rights under any legislation implementing the E.C. Council Directive on the Legal Protection of Computer Programs; provided, as specified in such directive, if you wish to exercise any rights under such directive to make the Software interoperable with other software, you must first request from us in writing the tools necessary to create interoperable programs.
Ownership.
The Software is owned by us or our suppliers and is protected by United States copyright laws, international treaty provisions, and all other applicable laws. Your license confers no title or ownership in the Software and is not a sale of any rights in the Software. All ownership rights remain in us or our third party suppliers, as the case may be.
Other Software.
We may provide to you certain software which is specifically labeled as being provided by and/or owned by third parties ("Third Party Materials"). You shall be licensing such Third-Party Materials directly from the third party provider, including the right to use such Third Party Materials in connection with the Software.
Certain of the Third Party Materials supplied by us for use with the Software are governed by open-source software license agreements supplied with such Third Party Materials, such as the GNU General Public License. We make no claim of ownership of such open-source software, and such software is supplied solely in accordance with the license agreements accompanying such software. Accordingly, the restrictions above under "Grant of License" concerning scope of use, ownership, modification, confidentiality and other provisions relating to the Software do not apply to such open-source software. However, the disclaimer of warranty (but not the "Limited Warranty") and limitations of liability below under "Limited Warranty" and "Limitation of Liability" do apply to Third Party Materials.
Configuration and Installation Services.
Any Configuration or Installation services we perform for you ("Services") will be on the following terms:
(a) You agree that the price quotations given to you and/or the determination of the nature of the Services to be provided by us may be dependant on your providing certain data, information or assistance, and that such cooperation may be essential to our providing an accurate price quotation and/or determining the nature of the Services to be performed. Any delay or failure by us to provide Services caused by your failure to provide timely and accurate information and assistance reasonably requested by us shall not be deemed to be a breach of our obligations under this Agreement. Further, you agree to pay any adjusted invoice if your failure to provide timely and accurate information and/or to cooperate with us results in an inaccurate price quotation.
(b) We will have sole control over the assignment of our personnel providing Services to you. Our personnel shall at all times be subject to our employment conditions and not yours. We will use reasonable efforts to ensure that our personnel comply with security regulations and requirements made known to us concerning the conduct of personnel while on your premises.
(c) You acknowledge the substantial amount of time, money and effort that we have spent and will spend in recruitment of competent employees and subcontractors, and agree, for a period of two (2) years following the last provision of Services to you, not to employ, hire for services of any kind whether as an employee or subcontractor, solicit for employment, attempt to employ or actively assist any other entity in employing, hiring for services or soliciting for employment, any Teamstudio employee or subcontractor, or employee or subcontractor of any affiliated Teamstudio company, without our prior written consent. You also agree during that same period not to hire any Teamstudio employee or subcontractor or employee or subcontractor of any affiliated Teamstudio company to perform services outside of any written agreement with us.
(d) You will reimburse us for reasonable travel and accommodation and other out-of-pocket expenses incurred by us in connection with our performance of Services. We will invoice you and charges are due and payable upon presentation of the invoice. Any changes requested by you in the scope of Services may require the modification of expenses charged.
(e) We recognize that there may be unusual circumstances where you will, for reasons not anticipated at the time of making this Agreement, find it necessary to halt the Services before we have completed them. In the event that such a cancellation is necessary, you agree to compensate us at full market rates for all Services completed through date of cancellation as well as reimburse us for all expenses incurred in connection with the Services. Because of our scheduling requirements, you agree to pay for scheduled Services in full if you cancel less than thirty days before the commencement of the Services.
(f) We have and retain all rights, title and interest in and to all tools, utilities, methods, routines or processes developed by us or on our behalf, whether prior to, during or after the terms of this Agreement, and which, in their generic form, have a general usefulness in a variety of other applications. We may use some or all of these tools, utilities, methods, routines or processes while rendering Services to you. If we do, you do not and will not have any rights in or to same.
Limited Warranty.
We warrant that, for a period of ninety (90) days from the date of receipt of the Software, (a) the Software, if operated as directed, will substantially achieve the functionality described in the User Guide; and (b) the media, if provided by us, containing the Software is free from defects in material and workmanship. We do not warrant, however, that your use of the Software will be uninterrupted or that the operation of the Software will be error-free or secure. You have relied on your own skill and judgment in determining that the Software sufficiently meets your requirements and in deciding to acquire the Software.
With respect to Services, we warrant that the Services will be performed in a reasonable and workmanlike manner, consistent with generally accepted industry standards. You must report any deficiency in Services to us in writing within thirty days of completion of the Services.
THE ABOVE WARRANTIES ARE A LIMITED WARRANTY AND IT IS THE ONLY WARRANTY MADE BY US. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. IN PARTICULAR, WE DISCLAIM THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
We will replace defective media at no charge provided that you notify us in writing within the warranty period and subsequently return the defective media to us. As your exclusive remedy for any breach of the warranty relating to functionality of the Software, we will, at our expense, use commercially reasonable efforts to replace or repair any Software that fails to meet this limited warranty. As your exclusive remedy for any breach of the warranty relating to Services, we will, at our expense, use commercially reasonable efforts to re-perform the deficient Services. If we are unable, after using commercially reasonable efforts, to correct the failure of the Software to perform in accordance with the foregoing warranties, your sole and exclusive remedy shall be (in the case of Software) to return the Software, terminate your rights under this Agreement and receive a full refund of the payments actually received by us from you for the Software which is the subject of the warranty claim and (in the case of Services) to recover the fees paid to us for the deficient Services. Our responsibility for malfunctions and defects in the Software is limited to repair, replacement or refund as set forth in this agreement.
This limited warranty shall be void: if any modifications are made to the Software other than by us during the warranty period; if the media is subjected to accident, abuse, or improper use; if you violate the terms of this Agreement; if the Software is used on or in conjunction with hardware or software other than the unmodified version of hardware and software with which the software was designed to be used; if the warranty period has expired before you report your warranty claim; or, if you do not provide evidence satisfactory to us, when making your warranty claim, of the date you purchased a license to the Software.
Limitation of Liability.
In no circumstances will we be liable for any incidental, special, exemplary or consequential damages or any damages for loss of business profits, business interruption, loss of business information or other pecuniary loss arising out of the use of or inability to use the Software even if so advised of the possibility of such a claim.
Our maximum liability in any circumstances shall not exceed the amount paid by you for the Software and Services.
Some states do not allow the limitation or exclusion of liability for incidental or consequential damages, so the above limitation or exclusion may not apply to you.
Indemnification.
(a) With respect to the Software, we will: (i) defend you against any claims made by an unaffiliated third party that the Software infringes its patent, copyright, or trademark or misappropriates its trade secret, and (ii) pay the amount of any resulting adverse final judgment against you (after any appeals) or settlement to which we consent. For purposes of this commitment, the terms "misappropriation" and "trade secret" will have the meanings defined in the Uniform Trade Secret Act.
(b) You must notify us promptly in writing of the claim. You also must give us sole control over its defense or settlement. You agree to provide us with reasonable assistance in defending the claim. We will reimburse you for reasonable out-of-pocket expenses that you incur in providing that assistance. The claim might fall outside the scope of our commitment, but send it to us anyway. We may choose to treat it as if it were covered by this commitment.
(c) Our obligations will not apply to the extent that the claim or adverse final judgment is based on: (i) your running of the Software after we notify you to discontinue running due to such a claim; (ii) the combination of the Software with a product not supplied by us; (iii) damages attributable to the value of the use of a product not supplied by us; (iv) your altering the Software; (v) your distribution of the Software to, or its use for the benefit of, any third party; (vi) your use of our trademark(s) without express written consent to do so; or (vii) for any trade secret claim, your acquiring a trade secret: (x) through improper means; (y) under circumstances giving rise to a duty to maintain its secrecy or limit its use; or (z) from a person (other than us or our affiliates) who owed to the party asserting the claim a duty to maintain the secrecy or limit the use of the trade secret. You will reimburse us for any costs or damages that result from these actions.
(d) If we receive information about an infringement claim related to the Software, we may do any of the following, at our expense and without obligation to do so: (i) procure the right to continue its use; or (ii) replace it with a functional equivalent, or modify it to make it non-infringing (including disabling the challenged functionality). If we do that, you will stop running the allegedly infringing software immediately.
(e) If, as a result of an infringement claim, a court of competent jurisdiction enjoins your use of the Software, we will do one of the following, at our option: (i) procure the right to continue its use, (ii) replace it with a functional equivalent, (iii) modify it to make it non-infringing (including disabling the challenged functionality), or (iv) refund the amount paid for the infringing software and terminate the license for it.
(f) The commitment in this Paragraph 8 provides your exclusive remedy for third-party infringement and trade secret misappropriation claims. The limitation of liability in Paragraph 7 above will not apply to our defense and payment obligations under this commitment.
(g) You agree to indemnify, defend and hold harmless us against any and all loss, liability, expenses and costs (including attorneys’ fees, judgments, fines and amounts paid in settlement) actually and reasonably incurred by us in connection with any threatened, pending, completed or future action, suit or proceeding to which we are, or are threatened to be, made a party arising from or related to any Services that have been provided, hereunder, except any claims for which we have expressly agreed to indemnify you in Paragraph 8. The terms of this Paragraph are nonrevocable and shall survive the termination of this Agreement.
U.S. Government Licenses.
The Software is a "commercial item," as that term is defined in 48 C.F.R.12.101 (Oct.1995), consisting of "commercial computer software" and "commercial computer software documentation," as such terms are used in 48 C.F.R.12.212 (Sept.1995). Consistent with 48 C.F.R.12.212 and 48 C.F.R.227.7202-1 through 227.7202-4 (June 1995), all U.S. Government end users acquire the Software with only those rights set forth herein.
Price and Payment.
Prices are subject to increase by us based on our prices in effect at the time of delivery. Unless otherwise expressly agreed to by us in writing, the terms of payment are NET 14 days from the date of invoice. Should you refuse to pay for the Software and we are forced to take action to collect payment, you are liable to us for our costs in collection, including reasonable attorneys’ fees and costs.
Maintenance Services.
Unless otherwise specified below or in a separate Maintenance Services agreement, the following terms will apply to maintenance for the Software:
Maintenance Services, comprising of upgrades to more recent releases of the Software and access to technical support, may be acquired with respect to the Software if offered by us.
For Teamstudio Partnersource products, we are the distributor only and do not provide any Maintenance Services; any technical support is provided by the developers of such products.
For Teamstudio Upgrade Filters and Best Practices Filters, we offer technical support for twelve months from the date of purchase only; we do not offer any upgrades for these Filters.
For all other products, unless otherwise specified by us, all quoted prices for our products include Maintenance Services for a period of one calendar year from the date of purchase.
Releases - Terminology.
Minor Release: This indicates a bug fix or other minor update that does not usually impact functionality. In some cases, a minor update may have no impact on a product at all. It is usually made because a piece of shared code has been updated.
Major Release: This indicates a major improvement or new release of the product. This will usually involve significant user interface and/or functionality changes as well as minor enhancements and bug fixes.
Release - Entitlement.
If you have a current Maintenance Service, you will be sent an e-mail notification with instructions on how to access a new release or update from our website. CDs are available upon request at an additional charge.
Release - Charges.
Maintenance Charges cover upgrades for all new releases of the covered product - regardless of the type of release. You have the option to renew Maintenance Services for the next year by paying the then-current Maintenance Charges before the end of the year of coverage.
If your Maintenance Services for a particular product have lapsed, you may still acquire Minor Releases free of charge (until the next Major Release when a License Key change occurs) by downloading the updated software from the Teamstudio.com web site. If your Maintenance Services have lapsed and you wish to acquire a Major Release upgrade, you must pay the then-current product price. You will need a new License Key to be able to install the updated software for a Major Release. The new License Key will be issued upon payment for the product.
Technical Support.
Technical Support shall consist of operational assistance and technical support to be rendered in the English language by us by telephone or email. Technical Support will only be supplied for the then current Major Release and one prior Major Release of Software. Unless otherwise agreed, Technical Support is only provided during our normal business hours, Monday-Friday excluding holidays. We provide this service on a reasonable commercial efforts basis. Due to the complexity of software products, we cannot guarantee response or resolution time.
To obtain technical support, you should do one of the following:
- Send e-mail to techsupport@teamstudio.com
- Call one of the published tech support phone numbers.
Materials provided under Maintenance Services are considered "Software" and licensed, not sold, under the terms of this Agreement. Availability of versions of Software and related documentation in languages other than English will be in our sole discretion.
We shall not be required to provide support services unless you provide us with all information and documentation reasonably requested by us relating to the support services requested by you.
The provisions of this Paragraph 11 are the current terms on which we provide Maintenance Services. We reserve the right to alter or amend the provision of this Paragraph 11 with respect to the Software, or terminate the provision of support services for the Software, upon the end of the then-current term of services.
Export.
You acknowledge that the Software and the media are subject to export controls under the U.S. Export Administration Regulations and the export regulations of other countries. You may not export or re-export, directly or indirectly, the Software, the media, or any related technical information or materials unless you have obtained an appropriate authorization from the U.S. Commerce Department and any other relevant government authority.
Assignment/Transfer.
You may not transfer or assign the Software to a separate legal entity without our prior written consent.
Term.
Your license under this Agreement is effective until terminated in accordance with this Paragraph. We may terminate this Agreement immediately if you breach any of the provisions of this Agreement. If you fail to timely pay any of the amounts due or otherwise breach this Agreement, the due dates of all amounts payable hereunder will automatically be accelerated so that they become immediately due and payable, even if longer terms had been provided previously. Upon termination of your license, you must discontinue all use of the Software, and immediately destroy the Software together with all copies. The provisions of this Agreement (other than your license to use the Software) shall survive the termination of the license, or the termination or expiration of this Agreement.
15. Health Insurance Portability and Accountability Act of 1996.
If the provisions of the Health Insurance Portability and Accountability Act of 1996 ("HIPAA") apply to you, then the following paragraph applies:
The parties understand and agree that Confidential Information may include confidential information of patients, insurers, or other persons or entities ("Patient Data"). Accordingly, both of us shall take commercially reasonable steps to protect the security and confidentiality of Patient Data. Both of us shall comply with the statutory and regulatory requirements for managing Patient Data, as set forth in HIPAA, and other legally mandated requirements, regulations, or administrative orders, as the foregoing may be issued or amended from time to time. You authorize us, as your agent under this Agreement, to process, monitor, store, transmit, and otherwise manage Patient Data on your behalf in accordance with this Agreement. Both of us acknowledge that you are a business associate of the health plans and other third party payors with which you contract and we are a business associate of you for purposes of HIPAA.
16. Gramm Leach Bliley Act of 1999.
If the provisions of the Gramm Leach Bliley Act of 1999 ("GLB Act") apply to you, then the following paragraph applies:
The parties understand and agree that Confidential Information expressly includes "NPI". "NPI" has the meaning ascribed to Nonpublic Personal Information in Title V of the GLB Act or any successor federal statute and the rules and regulations thereunder, all as may be amended or supplemented from time to time. Each party agrees to comply in all respects with the GLB Act and to protect the confidentiality of any NPI to which it is granted access. Notwithstanding any provision to the contrary, the parties agree that no NPI will be revealed to any other party for other than those legitimate purposes allowed under the GLB Act and any related federal or state laws, without the express written consent of the party providing such information at any time, now or in the future.
EEO Compliance.
We agree that, in the performance of this Agreement, we will not discriminate or permit discrimination against any person or group of persons on the grounds of age, gender, race, color, religion, national origin, disability or status as a Vietnam Veteran, or in any manner prohibited by the laws of the United States or the state(s) where services are performed. It is our policy to select, develop, and promote employees based on individual ability and job performance. It has been, and shall continue to be, our policy to provide equal employment opportunity to all people in all aspects of employer-employee relations without discrimination because of race, color, religion, gender, national origin, marital status, veteran’s status, age, disability or sexual orientation. This policy affects decisions including, but not limited to, an employee’s compensation, benefits, terms and conditions of employment, opportunities for promotion, training and development, transfer, and other privileges of employment. It has been, and shall continue to be, our policy to maintain a working environment free of sexual harassment and intimidation. It is further our policy to comply with applicable local, state, and federal statutes concerning equal employment opportunity.
General.
The validity, construction and performance of this Agreement will be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, USA applicable to contracts executed in and performed entirely within such Commonwealth, without reference to any choice of law principles of such Commonwealth. The application to this Agreement of the United Nations Convention on Contracts for the International Sale of Goods is hereby expressly excluded. No amendment, modification or change to this Agreement, or any waiver of any right or remedy under this Agreement, will be valid unless in writing and signed by an authorized representative of the party to be bound. If any provision of this Agreement conflicts with the law under which this Agreement is to be construed or if any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, that provision will be deemed to be restated to reflect as nearly as possible the original intentions of the parties in accordance with the applicable law. The remaining provisions of this Agreement will not be affected thereby, and each of those provisions will be valid and enforceable to the full extent permitted by law. In the event that either party is unable to perform any of its obligations under this Agreement because of an event wholly beyond its control, including but not limited to, fire, natural disaster and action or decree of a governmental body, the party who has been so affected shall immediately give written notice to the other party and use reasonable efforts to resume performance. In connection with any dispute under this Agreement, if requested by us, you agree to submit to arbitration in a forum selected by us within the Commonwealth of Massachusetts for the resolution of any disputes, hereunder; provided, this does not limit our right to obtain injunctive relief in any court of competent jurisdiction. This Agreement constitutes the entire agreement of the parties, superseding all prior agreements and understandings as to the subject matter hereof, notwithstanding any oral representations or statements to the contrary heretofore made.
Schedule of Products
Grant of License
For the following products when used on any supported operating system:
Teamstudio CIAO!® Server Edition
Teamstudio Analyzer Server Edition
Teamstudio Configurator Server Edition
Teamstudio Validator Server Edition
Teamstudio Usage Monitor
We grant you the right to use one copy of the Software on a single Domino® server. One software license must be purchased for each server on which the software is installed.
For Teamstudio Snapper Server Edition and Teamstudio Profiler Server Edition when used on a Microsoft Windows® operating system:
We grant you the right to install and use the Software on one or more Domino® servers provided that all installed copies are for use only with a properly licensed copy of the corresponding client product.
For Teamstudio Snapper Server Edition used on non-Windows® operating systems:
We grant you the right to use one copy of the Software on a single Domino server. One software license must be purchased for each server on which the software is installed.
For Teamstudio ND6 and ND7 Upgrade Filters:
We grant you the right to use the Software on a single system configuration where the Software is installed on computers located at one of your locations (the "Site"). For purposes of this Agreement, the Site is the location identified in the purchase order or invoice accompanying the purchase of the Software. The Software may exist only on computers located at the Site. The Software may not be transferred from the Site without our prior written consent.
For Teamstudio Build Manager:
We grant you the right to install and use the Software on a single server. One software license must be purchased for each server where the Software is installed on computers located at one of your locations (the "Site"). For purposes of this Agreement, the Site is the location identified in the purchase order or invoice accompanying the purchase of the Software. The Software may exist only on the computers located at the Site. The Software may not be transferred from the Site without our prior written consent.
For Teamstudio Security Manager:
We grant you the right to install and use the Software on the number of servers, up to the number of applications on those servers, as specified in the license.
For All Other Software:
We grant you the right to install and use the Software subject to the following conditions. (a) the number of users may not exceed the number of users specified on the license for each product purchased; (b) "user" means either an employee of you or contractors working for the sole benefit of you; however, in combination, the total number of users using the Software may not exceed the number specified in the license; (c) the software may be installed on as many machines as desired provided that each copy will be executed only by a licensed user; (d) the software may only be executed from within a Lotus Notes® client; and (e) a separate server license is required to execute the software on a Notes®/Domino server or from the agent scheduler on a client machine.
