LICENSE TERMS AND CONDITIONS
These terms and conditions apply to the use of Ab Ovo software under the License Agreement between Ab Ovo and licensee. The terms and conditions do not supersede the License Agreement. In the absence of a License Agreement they will constitute the complete agreement.
1. For the purpose of this Agreement, the licensed computer software program(s) installed and the supporting documentation for such will be referred to as the “Software.”
2. Subject to these terms and the conditions of the Agreement and upon Licensee’s full payment of the applicable fees, the Software shall be licensed, not sold, to Licensee by Ab Ovo. The License granted hereunder shall be, non-exclusive and non-sublicensable, and is defined as Licensee’s right to:
(a) for the number of copies licensed, u one (1) copy of the Software. “Use” shall mean Licensee may install, use, access, run, or otherwise interact with the Software in accordance with the applicable documentation and the License grant specified in the Agreement. The Software may not be installed, accessed, displayed, run shared, or used concurrently on or from different computers, including a workstation, terminal, or other digital electronic devise unless specifically agreed upon in the License Agreement.
(b) for the number of copies licensed, make one copy (in machine-readable form only) of each copy of the Software licensed hereunder solely for backup or disaster recovery purposes. However, Licensee must reproduce each such copy without modification, including all copyright and other proprietary notices that are on the original copy.
3. Ab Ovo reserves any rights not expressly granted to Licensee and retains title and full ownership rights under the copyright laws of the Netherlands or any other jurisdiction or foreign laws. Ab Ovo is not obligated to provide and Licensee acquires no right of any kind with respect to any source code for the Software. Licensee agrees that it has no right whatsoever to modify the Software or any portion thereof in any manner. Licensee shall not, nor permit any third party, to reverse engineer, decompile, disassemble or otherwise reduce the Software to any other humanly perceivable form, and may not modify, adapt, rent, lease, loan or create derivative works based upon the Software or any part thereof.
4. “Confidential Information” shall be defined to include Software, source code, object code, documentation and any proprietary tools, proprietary knowledge or proprietary methodologies disclosed by Ab Ovo to Licensee under or relating to this Agreement. Licensee shall observe complete confidentiality with respect to the Confidential Information, and shall use its best efforts and take all reasonable steps to protect the Confidential Information from any use, reproduction, publication, disclosure, or distribution except as specifically authorized by this Agreement. Licensee shall promptly notify Ab Ovo of any known unauthorized use or disclosure of the Confidential Information and will cooperate with Ab Ovo in any litigation brought by Ab Ovo against third parties to protect its proprietary rights.
5. Standard Maintenance Services Policy
Telephone Support. Ab Ovo provides telephonic support for the Software from 9 a.m. to 5 p.m., GMT+1 Monday through Friday (public holidays excluded).
Updates. As long as Licensee is current on payment of Fees, upon Licensee’s request, Ab Ovo will deliver to Licensee all new releases, corrections, enhancements and updates to the Software, which Ab Ovo makes generally available.
Customer Support Objectives. Ab Ovo recognizes that to maintain a competitive advantage, it is in its best interest to fix serious problems with the Software and to promptly respond to problems Licensee brings to its attention. Ab Ovo will use reasonable commercial efforts to respond, based on the severity of the problem and in accordance with its Service Level Objectives set forth below, to Licensee’s request for assistance in fixing problems with the Software.
Customer Support Definitions
Priority 1: Down Production System
The Ab Ovo software is failing in a production environment resulting in a complete loss of productive capability. This type of problem severely impacts the customer’s business objectives and requires rapid response and resolution. Examples of a down production environment are a non-recoverable server crash or the complete failure of one of the Ab Ovo software components.
Priority 2: Deployment Stoppage The Ab Ovo software is falling in a pre-deployment environment which will result in a significant delay in the deployment of the customer’s system into production. This type of problem severely impacts the schedule of the rollout of the customer’s production system. Typically, the problem will have to occur in a period where all implementations have been completed and the customer is in the process of testing the production environment or the staging environment just prior to going into production. In addition, if Customer has any problem during the first installation of an Ab Ovo product, the problem will fall into this priority. Installation problems, typically, encompass situations where install scripts or programs failed to run or the product failed to start after the installation process completed.