END USER LICENSE AGREEMENT
PLEASE READ CAREFULLY: THE USE OF THE SOFTWARE IS SUBJECT TO THE TERMS
AND CONDITIONS THAT FOLLOW (“AGREEMENT”), UNLESS THE SOFTWARE IS
SUBJECT TO A SEPARATE LICENSE AGREEMENT BETWEEN YOU AND HP OR ITS
SUPPLIERS. BY DOWNLOADING, INSTALLING, COPYING, ACCESSING, OR USING
THE SOFTWARE, OR BY CHOOSING THE “I ACCEPT” OPTION LOCATED ON OR
ADJACENT TO THE SCREEN WHERE THIS AGREEMENT MAY BE DISPLAYED, YOU
AGREE TO THE TERMS OF THIS AGREEMENT, ANY APPLICABLE WARRANTY
STATEMENT AND THE TERMS AND CONDITIONS CONTAINED IN THE “ANCILLARY
SOFTWARE” (as defined below). IF YOU ARE ACCEPTING THESE TERMS ON
BEHALF OF ANOTHER PERSON OR A COMPANY OR OTHER LEGAL ENTITY, YOU
REPRESENT AND WARRANT THAT YOU HAVE FULL AUTHORITY TO BIND THAT
PERSON, COMPANY, OR LEGAL ENTITY TO THESE TERMS. IF YOU DO NOT AGREE
TO THESE TERMS, DO NOT DOWNLOAD, INSTALL, COPY, ACCESS, OR USE THE
SOFTWARE, AND PROMPTLY RETURN THE SOFTWARE WITH PROOF OF PURCHASE
TO THE PARTY FROM WHOM YOU ACQUIRED IT AND OBTAIN A REFUND OF THE
AMOUNT YOU PAID, IF ANY. IF YOU DOWNLOADED THE SOFTWARE, CONTACT
THE PARTY FROM WHOM YOU ACQUIRED IT.

1. GENERAL TERMS
a. You and Your refer either to an individual person or to a single legal entity.
b. HP means Hewlett-Packard Company or one of its subsidiaries.
c. HP Branded means Software products bearing a trademark or service mark of
Hewlett-Packard Company or any Hewlett-Packard Company Affiliate, and
embedded HP selected third party Software that is not offered under a third
party license agreement.
d. Software means machine-readable instructions and data (and copies thereof)
including middleware and related updates and upgrades You may be
separately authorized to receive, licensed materials, user documentation, user
manuals, and operating procedures. “Ancillary Software” means all or any
portion of Software provided under public, open source, or third party license
terms.
e. Specification means technical information about Software products published
in HP product manuals, user documentation, and technical data sheets in
effect on the date HP delivers Software products to You.
f. Transaction Document(s) means an accepted customer order (excluding preprinted
terms) and in relation to that order, valid HP quotations, license to use
certificates or invoices.
2. LICENSE TERMS AND RESTRICTIONS
a. Subject to the terms and conditions of this Agreement and the payment of any
applicable license fee, HP grants You a non-exclusive, non-transferable license
to Use (as defined below) in object code form one copy of the Software on
one device at a time for Your internal business purposes, unless otherwise
indicated above or in applicable Transaction Document(s). “Use” means to
install, store, load, execute and display the Software in accordance with the
Specifications. Your Use of the Software is subject to these license terms and
to the other restrictions specified by HP in any other tangible or electronic
documentation delivered or otherwise made available to You with or at the
time of purchase of the Software, including license terms, warranty statements,
Specifications, and “readme” or other informational files included in the
Software itself. Such restrictions are hereby incorporated in this Agreement by
reference. Some Software may require license keys or contain other technical
protection measures. You acknowledge that HP may monitor your compliance
with Use restrictions remotely or otherwise. If HP makes a license
management program available which records and reports license usage
information, You agree to appropriately install, configure and execute such
license management program beginning no later than one hundred and eighty
(180) days from the date it is made available to You and continuing for the
period that the Software is Used.
b. This Agreement confers no title or ownership and is not a sale of any rights in
the Software. Third-party suppliers are intended beneficiaries under this
Agreement and independently may protect their rights in the Software in the
event of any infringement. All rights not expressly granted to You are
reserved solely to HP or its suppliers. Nothing herein should be construed as
granting You, by implication, estoppel or otherwise, a license relating to
Software other than as expressly stated above in this section 2.
c. Unless otherwise permitted by HP, You (a) may only make copies or
adaptations of the Software for archival purposes or when copying or
adaptation is an essential step in the authorized Use of the Software on a
backup device, provided that copies and adaptations are used in no other
manner and provided further that the Use on the backup device is
discontinued when the original or replacement device becomes operable, and
(b) may not copy the Software onto or otherwise Use or make it available on,
to, or through any public or external distributed network.
d. To Use Software identified as an update or upgrade, You must first be
licensed for the original Software identified by HP as eligible for the update or
upgrade. If the update or upgrade is intended to substantially replace the
original Software, after updating or upgrading, You may no longer Use the
original Software that formed the basis for Your update or upgrade eligibility
unless otherwise provided by HP in writing. Nothing in this Agreement grants
You any right to purchase or receive Software updates, upgrades, or support,
and HP is under no obligation to make such support available to you. Updates,
upgrades, enhancements, or other Support may only be available under
separate HP support agreements. You may contact HP to learn more about
any support offerings HP may make available. HP reserves the right to require
additional licenses and fees for Software upgrades or other enhancements, or
for Use of the Software on upgraded devices.
e. You must reproduce all copyright notices that appear in or on the Software
(including documentation) on all permitted copies or adaptations. Copies of
documentation are limited to internal use.
f. Notwithstanding anything to the contrary herein, if the Transaction
Document(s) identifies that the Software may be utilized on another
Designated System(s) (as defined below), Your license to Use the Software
may be transferred to another Designated System(s). A “Designated System”
means a computer system owned, controlled, or operated by or solely on
behalf of You and may be further identified by HP by the combination of a
unique number and a specific system type. Such license will terminate in the
event of a change in either the system number or system type, an unauthorized
relocation, or if the Designated System ceases to be within Your possession or
control.
g. Operating system Software may only be Used when operating the associated
hardware in configurations as approved, sold, or subsequently upgraded by
HP or an HP authorized reseller.
h. Software is not specifically designed, manufactured, or intended for use as
parts, components, or assemblies for the planning, construction, maintenance,
or direct operation of a nuclear facility. You are solely liable if Software is
Used for these applications and will indemnify and hold HP harmless from all
loss, damage, expense, or liability in connection with such Use.
i You will not modify, reverse engineer, disassemble, decrypt, decompile, or
make derivative works of the Software. Where You have other rights
mandated under statute, You will provide HP with reasonably detailed
information regarding any intended modifications, reverse engineering,
disassembly, decryption, or decompilation and the purposes therefore.
j. Extending the Use of Software to any person or entity other than You as a
function of providing services, (i.e.; making the Software available through
a commercial timesharing or service bureau) must be authorized in writing
by HP prior to such Use and may require additional licenses and fees. You
may not distribute, resell, or sublicense the Software.
k. Notwithstanding anything in this Agreement to the contrary, all or any portion
of the Software which constitutes Ancillary Software is licensed to You subject
to the terms and conditions of the Software license agreement accompanying
such Ancillary Software, whether in the form of a separate agreement, shrink
wrap license or electronic license terms accepted at time of download. Use
of the Ancillary Software by You shall be governed entirely by the terms and
conditions of such license and, with respect to HP, by the limitations and
disclaimers of sections 3 and 5 hereof. HP has identified any Ancillary
Software by either noting the Ancillary Software provider's ownership within
each Ancillary Software program file and/or by providing information in the
"ancillary.txt” or “readme” file that is provided as part of the installation of
the Software. The Ancillary Software licenses are also set forth in the
"ancillary.txt" or “readme” file. By accepting the terms and conditions of this
Agreement, You are also accepting the terms and conditions of each
Ancillary Software license in the ancillary.txt or “readme” file. If the Software
includes Ancillary Software licensed under the GNU General Public License
and/or under the GNU Lesser General Pubic License ("GPL Software"), a
complete machine-readable copy of the GPL Software Source Code ("GPL
Source Code") is either: (i) included with the Software that is delivered to
You; or (ii) upon your written request, HP will provide to You, for a fee
covering the cost of distribution, a complete machine-readable copy of the
GPL Source Code, by mail, or (iii) if You obtained the Software by
downloading it from a HP website and neither of the preceding options are
available, you may download the GPL Source Code from the same website.
Information about how to make a written request for GPL Source Code may
be found in the ancillary.txt file or, if an address is not listed in that file, at the
following website: www.hp.com.
3. WARRANTY
(i) IF SOFTWARE IS PROVIDED WITHOUT A LICENSE FEE, THE FOLLOWING
AS-IS WARRANTY STATEMENT APPLIES TO THE SOFTWARE:
DISCLAIMER OF WARRANTIES:
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, HP AND ITS SUPPLIERS
PROVIDE THE SOFTWARE “AS IS” AND WITH ALL FAULTS, AND HEREBY DISCLAIM ALL
INDEMNITIES, WARRANTIES AND CONDITIONS, EITHER EXPRESS, IMPLIED, WHETHER BY
STATUE, COMMON LAW, CUSTOM OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO,
WARRANTIES OF TITLE AND NON-INFRINGEMENT, ANY IMPLIED WARRANTIES, DUTIES
OR CONDITIONS OF MERCHANTABILITY, OF FITNESS FOR A PARTICULAR PURPOSE,
AND OF LACK OF VIRUSES. HP does not warrant that the operation of Software will be
uninterrupted or error free or that the Software will meet Your requirements. Some
states/jurisdictions do not allow exclusion of implied warranties or limitations on the
duration of implied warranties, so the above disclaimer may not apply to You in its
entirety.
(ii) IF SOFTWARE IS PROVIDED FOR A LICENSE FEE, THE FOLLOWING
LIMITED WARRANTY APPLIES TO THE SOFTWARE:
a. HP Branded Software will materially conform to its Specifications. If a
warranty period is not specified for HP Branded Software, the warranty
period will be ninety (90) days from the delivery date, or the date of
installation if installed by HP. If You schedule or delay installation by HP more
than thirty (30) days after delivery, the warranty period begins on the 31st
day after delivery. This limited warranty is subject to the terms, limitations,
and exclusions contained in the limited warranty statement provide for
Software in the country where the Software is located when the warranty
claim is made.
b. HP warrants that any physical media containing HP Branded Software will be
shipped free of viruses.
c. HP does not warrant that the operation of Software will be uninterrupted or
error free, or that Software will operate in hardware and Software
combinations other than as expressly required by HP in the Specifications or
that Software will meet requirements specified by You.
d. HP is not obligated to provide warranty services or support for any claims
resulting from:
1. improper site preparation, or site or environmental conditions that do not
conform to HP’s site specifications;
2. Your non-compliance with Specifications;
3. improper or inadequate maintenance or calibration;
4. Your or third-party media, software, interfacing, supplies, or other
products;
5. modifications not performed or authorized by HP;
6. virus, infection, worm or similar malicious code not introduced by HP; or
7. abuse, negligence, accident, loss or damage in transit, fire or water
damage, electrical disturbances, transportation by You, or other causes
beyond HP’s control.
e. HP provides third-party products, software, and services that are not HP
Branded “AS IS” without warranties of any kind, although the original
manufacturers or third party suppliers of such products, software and services
may provide their own warranties.
f. If notified of a valid warranty claim during the warranty period, HP will, at its
option, correct the warranty defect for HP Branded Software, or replace such
Software. If HP is unable, within a reasonable time, to complete the correction,
or replace such Software, You will be entitled to a refund of the purchase
price paid upon prompt return of such Software to HP. You will pay expenses
for return of such Software to HP. HP will pay expenses for shipment of
repaired or replacement Software to You. This section 3.(ii) f states HP's entire
liability for warranty claims.
g. DISCLAIMER OF WARRANTIES
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT AS
EXPRESSLY WARRANTED IN SECTION 3.(ii) a and b ABOVE, HP AND ITS
SUPPLIERS PROVIDE THE SOFTWARE “AS IS” AND WITH ALL FAULTS, AND
HEREBY DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS, EITHER
EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO,
WARRANTIES OF TITLE AND NON-INFRINGEMENT, ANY IMPLIED
WARRANTIES, DUTIES OR CONDITIONS OF MERCHANTABILITY, OF FITNESS
FOR A PARTICULAR PURPOSE, AND OF LACK OF VIRUSES. Some
states/jurisdictions do not allow exclusion of implied warranties or limitations
on the duration of implied warranties, so the above disclaimer may not apply
to You in its entirety.
4. INELLECTUAL PROPERTY INFRINGEMENT FOR SOFTWARE PROVIDED FOR
A LICENSE FEE:
a. In the event Software was provided to You for a License Fee, HP will defend or
settle any claim against You alleging that HP Branded Software products
provided under this Agreement infringes intellectual property rights in the
country where they were sold, if You:
1. promptly notify HP of the claim in writing;
2. cooperate with HP in the defense of the claim; and
3. grant HP sole control of the defense or settlement of the claim.
HP will pay infringement claim defense costs, HP–negotiated settlement
amounts, and court-awarded damages.
b. If such a claim appears likely, then HP may modify the HP Branded Software
products, procure any necessary license, or replace the affected item with one
that is at least functionally equivalent. If HP determines that none of these
alternatives is reasonably available, then HP will issue You a refund equal to
the purchase price paid for the affected item if within one year of delivery, or
Your net book value thereafter.
c. HP has no obligation for any claim of infringement arising from:
1. HP’s compliance with Your or third party designs, specifications,
instructions, or technical information;
2. modifications made by You or a third party;
3. Your non-compliance with the Specifications or the documentation
described in section 2. a above; or
4. Your use with products, software, or services that are not HP Branded.
d. This section 4 states HP's entire liability for claims of intellectual property
infringement for Software provided for a license fee.
5. LIMITATION OF LIABILITY AND REMEDIES
Notwithstanding any damages that You might incur, and except for damages for bodily
injury (including death) and for the amounts in section 4.a, the entire aggregate liability
of HP and any of its suppliers relating to the Software or this Agreement, and Your
exclusive remedy for all of the foregoing, shall be limited to the greater of the amount
actually paid by You separately for the Software or U.S. $5.00. TO THE MAXIMUM
EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL HP OR ITS SUPPLIERS BE
LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES
WHATSOEVER INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS OR
REVENUES, BUSINESS INTERRUPTION, DOWNTIME COSTS, FAILURE TO REALIZE
EXPECTED SAVINGS, LOSS, DISCLOSURE, UNAVAILABILITY OF OR DAMAGE TO DATA,
SOFTWARE RESTORATION, OR LOSS OF PRIVACY ARISING OUT OF OR IN ANY WAY
RELATED TO THE USE OF OR INABILITY TO USE THE SOFTWARE, OR OTHERWISE IN
CONNECTION WITH ANY PROVISION OF THIS AGREEMENT, EVEN IF HP OR ANY
SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF THE
REMEDY FAILS OF ITS ESSENTIAL PURPOSE. Some states/jurisdictions do not allow the
exclusion or limitation of incidental or consequential damages, so the above limitation
or exclusion may not apply to you.
6. TERMINATION
This Agreement is effective unless terminated or rejected. Notwithstanding the
foregoing, this Agreement will also terminate upon conditions set forth elsewhere in this
Agreement or if You fail to comply with any term or condition hereof. Immediately
upon termination You will destroy the Software and all copies of the Software or return
them to HP. You may retain one copy of the Software subsequent to termination solely
for archival purposes only. At HP’s request, You will certify in writing to HP that You
have complied with these requirements. Sections 3.(i), 3.(ii) g, 5, 6 and 7 of this
Agreement will survive termination of this Agreement.
7. GENERAL
a. You may not assign, sublicense, delegate or otherwise transfer (“Assign”) all
or any part of this Agreement without prior written consent from HP, payment
to HP of any applicable fees, and compliance with HP's Software license
transfer policies and any applicable third party license terms. Any such
attempted Assignment will be null and void. Where an authorized
Assignment occurs in accordance with this section, Your rights under this
Agreement will terminate, and You will immediately deliver the Software and
all copies to the Assignee. The Assignee must agree in writing to the terms of
this Agreement, and the transferee thereafter will be considered “You” for
purposes of this Agreement. You may transfer firmware only upon transfer of
the associated hardware.
b. If the Software is licensed for use in the performance of a U.S. Government
prime contract or subcontract, You agree that, consistent with FAR 12.211
and 12.212, commercial computer Software, computer Software
documentation and technical data for commercial items are licensed under
HP’s standard commercial license.
c. To the extent You export, re-export, or import Software, technology, or
technical data licensed or provided hereunder, You assume sole responsibility
for complying with applicable laws and regulations and for obtaining
required export and import authorizations. HP may suspend performance if
You are in violation of any applicable laws or regulations.
d. You agree that HP may audit Your compliance with this Agreement. Any such
audit would be at HP’s expense, require reasonable notice, and would be
performed during normal business hours. If an audit reveals underpayments
then You will immediately pay HP such underpayments together with the costs
reasonably incurred by HP in connection with the audit and seeking
compliance with this section.
e. This Agreement is governed by the laws of the State of California, U.S.A.,
excluding rules as to choice and conflict of law. You and HP agree that the
United Nations Convention on Contracts for the International Sale of Goods
will not apply to this Agreement.
f. Subject to the other terms and conditions of this Agreement, this Agreement is
the entire agreement between HP and You regarding Your Use of the Software,
and supersedes and replaces any previous communications, representations,
or agreements, or Your additional or inconsistent terms, whether oral or
written. In the event any provision of this Agreement is held invalid or
unenforceable the remainder of the Agreement will remain enforceable and
unaffected thereby.
g. HP’s failure to exercise or delay in exercising any of its rights under this
Agreement will not constitute or be deemed a waiver or forfeiture of those
rights.