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Legato Systems, Inc. End-User License Agreement
THIS PRODUCT CONTAINS CERTAIN COMPUTER PROGRAMS AND OTHER PROPRIETARY MATERIAL, THE USE OF WHICH IS SUBJECT TO
THIS END-USER LICENSE AGREEMENT (THE “AGREEMENT”). DO NOT PROCEED WITH THE INSTALLATION OF THIS PRODUCT UNTIL YOU
(LATER DEFINED AS LICENSEE) HAVE READ THIS AGREEMENT AND AGREE TO BE BOUND BY AND BECOME A PARTY TO THIS
AGREEMENT. BY PROCEEDING WITH THE INSTALLATION OF THIS PRODUCT (OR AUTHORIZING ANY OTHER PERSON TO DO SO), YOU
AND YOUR COMPANY ACCEPT THIS AGREEMENT AND YOU REPRESENT THAT YOU ARE AUTHORIZED TO DO SO. IF YOU ARE ACCESSING
THE PRODUCT ELECTRONICALLY INDICATE YOUR ACCEPTANCE OF THESE TERMS BY SELECTING THE “ACCEPT” BUTTON AT THE END
OF THE AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, YOU MAY RETURN THIS PRODUCT, ALL MEDIA AND
DOCUMENTATION, AND PROOF OF PAYMENT, TO THE PLACE YOU OBTAINED THEM FOR A FULL REFUND WITHIN THIRTY (30) DAYS OF
FIRST ACQUIRING THIS PRODUCT OR, IF THE PRODUCT IS ACCESSED ELECTRONICALLY, SELECT THE “DECLINE” BUTTON AT THE END OF
THIS AGREEMENT AND RETURN PROOF OF PAYMENT IN ACCORDANCE WITH THE ABOVE REFERENCED RETURN/REFUND PROCESS.
WRITTEN APPROVAL IS NOT A PREREQUISITE TO THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT AND NO SOLICITATION OF
ANY SUCH WRITTEN APPROVAL BY OR ON BEHALF OF LEGATO SHALL BE CONSTRUED AS AN INFERENCE TO THE CONTRARY. IF YOU
HAVE ORDERED THIS PRODUCT, LEGATO’S ACCEPTANCE IS EXPRESSLY CONDITIONAL ON YOUR ASSENT TO THESE TERMS TO THE
EXCLUSION OF ALL OTHER TERMS; IF THESE TERMS ARE CONSIDERED AN OFFER BY LEGATO, ACCEPTANCE IS EXPRESSLY LIMITED TO
THESE TERMS.
1. DEFINITIONS
1.1 Authorization Code: means the code provided to Licensee by Legato
for permanent authorization to use the Software. The Authorization Code
is provided to Licensee once the Enabler Code is registered with Legato.
1.2 Documentation: means any user reference materials on any media,
provided by Legato for use with the Software.
1.3 Enabler Code: means the code provided by Legato for activation of the
Software.
1.4 Licensee: means the person or entity acquiring this License or for
whom this License was acquired.
1.5 Software: means the object code copy of the software program
provided to You in association with this Agreement, together with the
associated original electronic media and all accompanying manuals and
other documentation, and together with all enhancements, upgrades, and
extensions thereto that may be provided by Legato to You from time to
time.
2. OWNERSHIP AND ADMINISTRATION OF SOFTWARE
2.1 Ownership and Title. As between the parties, Legato, and its licensors,
own and shall retain all right, title, and interest in and to: (i) the Software
including all intellectual property rights embodied therein; (ii) all of the
service marks, trademarks, trade names, or any other designations
associated with the Software; and (iii) all copyrights, patent rights, trade
secret rights, and other proprietary rights relating to the Software.
2.2 Software Activation. Legato employs Enabler Codes and
Authorization Codes that enable the use of the Software. The Software is
shipped in a "Media Kit" which consists of object code software on
CD-ROM and an Enabler Code for initial activation of the Software or the
Software and Enabler Code may be delivered electronically. Once Legato
receives confirmation from Licensee that the Enabler Code is installed and
is provided with the host ID information, Legato will provide the
Authorization Code to Licensee. Legato administers the generation and
distribution of Enabler and Authorization Codes, which administration
may be modified by Legato from time to time.
2.3 Administration of Software. Legato may include on the media with
the Software additional computer programs which are not currently
licensed for use by Licensee and to which the Enabler Code or
Authorization code will not permit access. Inclusion of such additional
computer programs in no way implies a license from Legato and access or
use of such programs is strictly prohibited unless Licensee procures the
right to use any such program and the applicable Enabler Code is
provided thereto.
3. LICENSE GRANT
3.1 Grant. Legato grants to Licensee a nonexclusive, nontransferable,
nonsublicensable, perpetual, unless terminated in accordance with the
provisions of this Agreement, license (the “License”) to (i) use the Software
installed in accordance with the Documentation and only on the licensed
computer solely for its own internal operations; and (ii) move the Software
temporarily in case of computer system malfunction. The License granted
under this Agreement does not constitute a sale of the Software or any
portion or copy of it. Licensee may not use the Software on more than one
computer system unless otherwise specifically authorized by an explicit
Software product, or additional licenses for additional computers are
purchased. Rights not expressly granted are reserved by Legato. Where
the Software is provided to Licensee at no charge for evaluation purposes
only, the License granted is limited to a continuous thirty (30) day period,
commencing with the acceptance of this Agreement (the "Evaluation
Period"). At the conclusion of the Evaluation Period, Licensee agrees to
destroy the Software and certify its destruction to Legato, in writing,
within ten (10) days, or shall return the Software to Legato or purchase a
perpetual license.
3.2 Copies. Licensee may make copies of the Software provided that any
such copy is: (i) created as an essential step in utilization of the Software
on the licensed computer and is used in no other manner; or (ii) used for
archival purposes to back up the licensed computers. All trademark and
copyright notices must be reproduced and included on such copies.
Licensee may not make any other copies of the Software.
3.3 Restrictions on use. Licensee shall not, and shall not aid, abet, or
permit any third party to: (i) decompile, disassemble, or otherwise reverse
engineer or attempt to reconstruct or discover any source code or
underlying ideas or algorithms of the Software by any means whatsoever;
(ii) remove any identification, copyright, or other notices from the
Software; (iii) provide, lease, lend, use for timesharing or service bureau
purposes; (iv) create a derivative work of any part of the Software; or (v)
develop methods to enable unauthorized parties to use the Software. If EC
law is applicable, the restrictions in Section 3.3 (i) are limited so that they
prohibit such activity only to the maximum extent such activity may be
prohibited without violating the EC Directive on the legal protection of
computer programs. Notwithstanding the foregoing, prior to
decompiling, disassembling, or otherwise reverse engineering any of the
Software, Licensee shall request Legato in writing, to provide Licensee
with such information or assistance and Licensee shall refrain from
decompiling, disassembling, or otherwise reverse engineering any of the
Software unless Legato cannot or has not complied with such request in a
commercially reasonable amount of time.
3.4 Purchase Orders. Nothing contained in any purchase order,
acknowledgment, or invoice shall in any way modify the terms or add any
additional terms or conditions to this Agreement.
3.5 Updates. This section applies if the Software acquired is an update to
the original Software (the “Update”). An Update does not constitute a
legally licensed copy of the Software unless purchased as an Update to a
previous version of the same Software. The Update may only be used in
accordance with the provisions of this Agreement. The Update, together
with the original Software, constitutes one (1) legally licensed copy of the
Software.
3.6 Evaluation License. This Section applies if the Software is being used
for an initial thirty (30) day evaluation period. The license is valid only for
a period of thirty (30) days from the delivery of the Software, and is
designed to allow Licensee the right to evaluate the Software during such
period. In the event that Licensee desires to enter into a longer-term license
agreement with Legato, Licensee shall obtain an appropriate Enabler and
Authorization Code in accordance with Section 2.2 above, upon payment
of applicable fees, which authorizes use of the Software after such
evaluation period, but only subject to all of the terms and conditions of this
Agreement. In the event Licensee determines not to enter into a licensing
transaction with Legato at the end of such thirty (30) day evaluation
period, then Licensee’s rights under this Agreement shall terminate
automatically and Licensee shall promptly return to Legato or destroy all
copies of the Software and so certify to Legato.
4. MAINTENANCE AND SUPPORT
4.1 Legato has no obligation to provide support, maintenance, upgrades,
modifications, or new releases under this Agreement. Legato may provide
such services under separate agreement.