Licence d'Utilisation Documentum ECIS

ECIS SOFTWARE LICENSE Ver. 4.x

READ THIS ENTIRE AGREEMENT BEFORE YOU (LICENSEE) ENABLE THE FULLY LICENSED
SOFTWARE PRODUCT. BY ENABLING THE FULLY LICENSED SOFTWARE PRODUCT YOU
AGREE TO BE BOUND BY THE TERMS OF THIS SOFTWARE LICENSE AGREEMENT.
IF YOU DO NOT AGREE TO THE TERMS OF THIS SOFTWARE LICENSE AGREEMENT,
DO NOT ENABLE THE FULLY LICENSED SOFTWARE PRODUCT.


1. DEFINITIONS:

1.1 Software means the Documentum Enterprise Content Integration
Services (ECIS) that allows users to find information from multiple
repositories and data-types with a single query; ECIS provides a uniform
query interface to existing databases, document repositories, the Internet,
intranet or e-mail installations, allowing users to find, assimilate and
integrate content via a web-browser, without modifying the location or
attributes of the information itself.

1.2 Content Source means shall mean a source of information and data,
including, for example, databases, document repositories, web-based
servers, the Internet, an intranet or an e-mail installation.

1.3 Adapter means the software interface that provides an integrated
access through which content residing in a Content Source may be made
available through the Software. A separate Adapter is required for each
Content Source. .

1.4 Custom Adapter means an Adapter, which has been developed
specifically for Licensee. Custom Adapters may be developed by Documentum
or by or for Licensee using the ADK.

1.5 ADK or Adapter Development Kit means a set of software utilities and
tools for the development of Custom Adapters.

1.6 Licensed Software means the Software, Adapters, ADK and any Options,
as licensed by Licensee according to a Schedule


2. LICENSE GRANT

2.1 License Grant. Subject to the payment of all Fees and Licensee’s
compliance with the terms of this Agreement, Documentum grants Licensee
a non-exclusive, and nontransferable licenses: (i) to install, and use
the object code version of the Licensed Software and accompanying
documentation subject to the maximum number of licensed Seats, users,
servers or CPUs licensed hereunder; and (ii) to make a reasonable number
of copies of the Licensed Software solely for back up and archival purposes.

2.2 ADK LICENSE. Documentum grants Licensee a nonexclusive license
to use, execute, store, and display the object code version of the Licensed
Software only on a single computer for the purpose of creating, modifying
and repairing Custom Adapters.

2.3 PROVISIONS APPLICABLE TO ALL LICENSE GRANTS - The following
provisions shall apply to whichever of the above license grants are
applicable:

2.3.1 Licensee may make and retain one copy of the Licensed Software but
only for backup purposes in the event loaded materials are lost or damaged.

2.3.2 Except for the visual appearance of the Licensed Software as
presented to an end user, each copy of the Licensed Software and accompanying
documentation must include and retain all confidential, proprietary, patent,
copyright and/or trademark notices contained on the original.

2.3.3 Title to the Licensed Software and all copies will at all times reside
exclusively with Documentum and/or their licensors.

2.3.4 The Licensed Software may include software developed by a third party.
The third party shall not be liable to the Licensee for any breach by
Documentum, nor be considered a third party beneficiary of Licensee's
obligations to this Agreement.

2.3.5 Licensee has no other rights to the Licensed Software. Licensee
shall not create derivative works of the Licensed Software, or attempt
to decompile or reverse-engineer the Licensed Software, except in the
European Union and then only to the extent permitted by law.

2.3.6 Licensee understands and acknowledges that certain of the Licensed
Software may require a license key to enable its operation. The license
key may be also used to disable operation of the Licensed Software upon
expiration of the maintenance period.


3. LICENSE FEES AND PAYMENT

3.1 Licensee shall pay the applicable license fees within thirty (30)
days of receipt of invoice by Documentum. The license fees may be changed
by Documentum from time to time at Documentum's sole discretion.


4. WARRANTY

4.1 The Licensed Software, unless modified by Licensee, is
warranted to substantially conform to the functionality described
in the accompanying documentation for a period of thirty (30) days
from the date the Licensed Software is delivered to, or downloaded
by, Licensee when operated on the specified platform as set forth
in a Schedule.

4.2 The Licensed Software is not warranted to be free from error,
or to operate uninterruptedly. Documentum does not warrant that Licensee
shall be able to create Custom Adapters using the ADK. No warranty is
provided for Custom Adapters.

4.3 Documentum’s sole and exclusive obligation for warranty claims
submitted in writing during the warranty period shall be to make the
Software operate as warranted or, if Documentum is unable to do so,
to terminate the license for such Software and return the license fees
paid for the applicable Software.

4.4 The express warranty set forth in section 4.1 is in lieu of all
other express warranties. ALL OTHER EXPRESS AND IMPLIED WARRANTIES ARE
DISCLAIMED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF
FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT AND THE IMPLIED
WARRANTY OF MERCHANTABILITY.

4.5 All warranties and representations made by persons other than
Documentum, including, but not limited to, distributors, dealers and
other resellers of Documentum, are also disclaimed.

4.6 Greater Warranty Rights: The limitations described in
section 4.4 may not apply in those jurisdictions that do not allow
limitations on the length of implied warranties.

4.7 The express warranty set forth in section 4.1 will be void and
Licensee may be responsible for additional fees if Licensee fails to
properly use the Licensed Software in the appropriate environment,
as specified in the accompanying documentation.

4.8 For each Adapter used by Licensee to access a Content Source,
Licensee represents and warrants to Documentum that Licensee shall
comply with all terms of service and other requirements placed on users
of the Content Source as a condition to accessing the Content Source.


5. INDEMNIFICATION

5.1 Documentum will defend Licensee from, and pay any ultimate
judgment for, infringement in the United States and Canada by the
Licensed Software of any patent, copyright or other intellectual
property right of a third party, if Licensee promptly notifies
Documentum in writing of any alleged infringement, allows Documentum
to defend, and fully cooperates with Documentum. All notices should
be sent to the Documentum Division Legal Office, 6801 Koll Center
Parkway, Pleasanton, CA 94566,.

5.2 Documentum is not responsible for any non-Documentum litigation
expenses or settlements, unless Documentum agrees to them in writing.

5.3 To avoid infringement, even if not alleged, Documentum may,
at its option, and at no charge to Licensee, either obtain a license,
modify the Licensed Software to be non-infringing, substitute an
equivalent of the Licensed Software or remove the Licensed Software.
If Licensed Software is removed by Documentum for this reason,
the licensee fees Licensee paid for the Licensed Software will
be fully refunded.

5.4 Documentum will not be liable for any infringement due to
the Licensed Software if such infringement is caused by use of
the Licensed Software in combination with equipment, software,
or supplies not provided by Documentum or if the Licensed Software
is used to implement processes not provided by Documentum.

5.5 Documentum will not be liable for any infringement due to
the use of Custom Adapters (or any code) developed by or for
Licensee (or a third party) using ADK. The use of the ADK is
limited to the creation of Custom Adapters and is conditioned
on the Licensee (or third-party developer) obtaining permission
from the owners of the Content Source that will be accessed.

5.6 Licensee shall, at its expense, indemnify, hold harmless
and defend Documentum from and against any and all damages, costs,
and expenses including reasonable attorneys' fees, incurred by
Documentum in connection with any claim (i) against Documentum
by a Content Source of which relates to such Content Source's
relationship with Licensee (and not to any direct relationship
which Documentum may have with such Content Source) or based
upon (ii) use of the Licensed Software in combination with
equipment, software, or supplies not provided by Documentum
or if the Licensed Software is used to implement processes
not provided by Documentum.


6. GENERAL PROVISIONS

6.1 LIMITATION OF LIABILITY: IN NO EVENT WILL DOCUMENTUM
BE LIABLE TO LICENSEE FOR ANY SPECIAL, INDIRECT, INCIDENTAL
OR CONSEQUENTIAL DAMAGES IN ANY WAY ARISING OUT OF OR RELATING
TO THIS AGREEMENT. IN ADDITION, DOCUMENTUM'S ENTIRE LIABILITY
TO LICENSEE FOR DIRECT DAMAGES FOR ALL CAUSES OF ACTION WILL
IN NO EVENT EXCEED THE TOTAL AMOUNT OF MONEY LICENSEE ACTUALLY
PAID FOR THE LICENSED SOFTWARE.

6.2 Greater Damage Rights: Some jurisdictions do not allow
the exclusion or limitation of incidental or consequential damages,
so the above limitation may not be applicable.

6.3 U.S. Government Restricted Rights: The Licensed Software
and accompanying documentation are provided with Restricted Rights.
The Software and Documentation are provided with RESTRICTED RIGHTS.
Use, duplication or disclosure by the Government is subject
to 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 subparagraphs (c)(1) and (2) of the
Commercial Computer Software-Restricted Rights at 48 CFR 52.227-19,
as applicable. Manufacturer is Documentum, a division of EMC Corp.
6801 Koll Center Parkway, Pleasanton, CA 94566-7047.

6.4 Severability: If any provision of this Agreement is held
invalid by any law, rule, order or regulation of any government,
or by the final determination of any state, provincial, or federal
court, such invalidity will not affect the enforceability of any
other provisions not held to be invalid.

6.5 Entire Agreement: This Agreement and the attached Exhibits
constitutes the entire agreement of the parties as to the subject
matter hereof, and supersedes any and all prior oral and written
understandings and agreements as to that subject matter.


7. SOFTWARE SUPPORT AGREEMENT

7.1 Agreement to Provide Support. Provided Licensee has paid
the applicable annual support fees, Documentum will provide support
services for the Licensed Software in accordance with its then-
current technical support users guide ('Support'). No Updates may
be copied by Licensee to update any copies of the Licensed Software
made by Licensee unless Support has been purchased for such copies.
Initial year Support commences on the date the Licensed Software
is delivered to Licensee or, with respect to additional licenses
of the Licensed Software purchased by Licensee, on the date of
the Documentum invoice.

7.2 Support Exclusions. Support is not provided for (i) altered,
damaged or modified Licensed Software, (ii) Licensed Software that
is not the then-current or previous sequential release, (iii) Licensed
Software problems caused by Licensee’s negligence, hardware malfunction
or other causes beyond the control of Documentum, (iv) Licensed
Software installed in an operating environment for which the Licensed
Software has not been licensed or (v) a failure that cannot be
reproduced at Documentum’s facility or via remote access to the
Licensee’s facility.


8. TERM and TERMINATION.
This Agreement shall continue for the term specified in the applicable
license grant specified in Section 2, unless earlier terminated.
If no term is specified in the applicable license grant, then this
Agreement shall continue unless earlier terminated. This Agreement
may be terminated upon mutual agreement of the parties. This Agreement
may be terminated by Documentum upon a material breach of any provision
of this Agreement by Licensee which is not cured within thirty (30) days.
Upon termination of this Agreement for any reason, Licensee shall
cease use of the Licensed Software. Licensee shall immediately return
to Documentum, or certify to their destruction and removal, all copies
of the Licensed Software. In the event of termination of this
Agreement, those provisions of this Agreement shall, to the extent
stated or necessarily implied, survive such termination.