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EXHIBIT 10.42
END USER LICENSE AGREEMENT FOR VIGNETTE SOFTWARE
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IMPORTANT---READ CAREFULLY: This is a legal agreement between you (either an
individual or an entity, also the "Client") and Vignette Corporation
("Vignette") for the Vignette software product enclosed or identified above,
which includes the Vignette StoryServer software and associated media and
printed materials, and may include "online" or electronic documentation
("SOFTWARE PRODUCT" or "SOFTWARE"). By opening the sealed software packages,
keeping the sealed software packages for more than 30 days, and/or installing,
copying, or otherwise using the SOFTWARE PRODUCT, you agree to be bound by the
terms of this Agreement. If you do not agree to the terms of this Agreement,
promptly return the unused SOFTWARE PRODUCT to the place from which you obtained
it for a full refund.
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The SOFTWARE PRODUCT is protected by copyright laws and international treaties,
as well as other intellectual property laws and treaties. The SOFTWARE PRODUCT
is licensed, not sold.
1. GRANT OF LICENSE. Subject to the terms and conditions of this agreement,
Vignette grants to you the limited, non-transferable, non-exclusive right to use
the SOFTWARE PRODUCT. You may use the Software on only one computer at any time,
which use may include loading a single copy of the Software into the temporary
memory (i.e., RAM) or installing the Software into the permanent memory (e.g.,
hard disk) of that computer. You may also make one copy of the SOFTWARE for
backup purposes only.
2. LICENSE RESTRICTIONS. Notwithstanding any provisions in this agreement to the
contrary, you may not (i) use or load into temporary memory multiple copies of
the SOFTWARE without an additional server license from Vignette, (ii) distribute
the SOFTWARE, (iii) use, copy, modify, merge or compile all or any portion of
the source code or object code of the SOFTWARE (iv) decompile, disassemble or
reverse engineer the SOFTWARE except to the extent such foregoing restriction is
expressly prohibited by applicable law, (v) disclose any source code of the
SOFTWARE to any person or entity, or (vi) sublicense, rent or lease the
SOFTWARE. The type of license you purchased from Vignette also limits the
software as follows.
a. DEVELOPMENT SERVER. If you purchased a Developer Server License, you
may not use the SOFTWARE for any purpose other than development and
testing of applications and/or web sites.
b. LIVE SERVER. If you purchased a Live Server License, you may use the
SOFTWARE for development, testing and delivery of applications
and/or web sites to end-users.
c. DEVELOPER LICENSE. If you purchased a Developer License, you may
utilize the SOFTWARE up to the maximum number of named users
specified on the applicable license schedule.
d. AUTHOR LICENSE. If you purchased an Author License, you may utilize
the SOFTWARE up to the maximum number of concurrent users specified
on the applicable license schedule.
3. COPYRIGHT. All title and copyrights in and to the SOFTWARE PRODUCT (including
but not limited to any images, photographs, animations, video, audio, music,
text and "applets" incorporated into the SOFTWARE PRODUCT), the accompanying
printed materials, and any copies of the SOFTWARE PRODUCT are owned by Vignette
or its suppliers. The SOFTWARE PRODUCT is protected by copyright laws and
international treaties. You must treat the SOFTWARE PRODUCT like any other
copyrighted material. You may not copy the printed materials accompanying the
SOFTWARE PRODUCT. You may not remove the copyright notice from the SOFTWARE
PRODUCT or the written materials, if any, accompanying the SOFTWARE.
4. REPRODUCTION OF THE SOFTWARE. Vignette shall provide Client with a single
copy (the "Master Copy") of each SOFTWARE PRODUCT licensed hereunder. Client may
use the Master Copy to install the number of copies specified on the relevant
Schedule on Client's computer systems. In addition, Client may (I) make one copy
of the Master Copy for archival purposes, (ii) install one copy of the SOFTWARE
at a backup location for its use only as and when necessary for business
resumption purposes in the event of Clients primary computing facility becomes
inoperable, (iii) install any additional copy as necessary to accommodate a move
of the installed SOFTWARE from one server to another (provided that the original
installation is removed after the new server is operational), and (iv) copy the
installed copies of the SOFTWARE onto system backup media only to the extent
necessary to accommodate Client's normal system backup routines. Otherwise,
Client may not copy or modify the SOFTWARE, in whole or in part. Client shall
assume all responsibility for the quality of the copies made hereunder. Client
shall include Vignette's copyright notice(s), proprietary rights legend(s), and
other indicia of ownership on all copies, in the content and format as those
that were contained on the Master Copy. Client shall pay all duplication and
distribution costs incurred by Client in making copies of the SOFTWARE, and
shall also pay all applicable taxes, customs duties and similar fees.
5. WARRANTY. For ninety (90) days from your date of license, Vignette warrants
that (I) the Software will substantially conform to the applicable user
documentation and (II) that the magnetic media on which the Software is
distributed and the user documentation are free from defects in materials and
workmanship.
6. NO LIABILITY FOR DAMAGES. In no event shall Vignette or its suppliers be
liable for any damages whatsoever (including, without limitation, incidental,
direct, indirect, special and consequential damages, damages for loss of
business profits, business interruption, loss of business information, or other
pecuniary loss) arising out of the use or inability to use this the SOFTWARE
PRODUCT, even if advised of the possibility of such damages. Because some states
do not allow the exclusion or limitation of liability for consequential or
incidental damages, the above limitation may not apply to you.
7. NOTICE. Should you have any questions concerning this Agreement, or if you
desire to contact Vignette for any reason, please write to us at Vignette
Corporation, ▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇.
8. TERMINATION. This Agreement shall remain effective until terminated by either
party. Vignette reserves the right, at its sole discretion, to terminate this
Agreement upon thirty (30) days written notice if you have breached the terms
and conditions hereof. You may terminate this Agreement at any time by ceasing
to use the SOFTWARE and by returning all copies of the SOFTWARE to Vignette or
by destroying all copies of the SOFTWARE. Termination of this Agreement shall
not relieve you of any obligation not to disclose the SOFTWARE.
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9. GOVERNING LAW. This Agreement is governed by the laws of Texas without
application of the principles of conflicts of law. Should any provision of this
Agreement be held by a court of law to be illegal, invalid or unenforceable, the
legality, validity, and enforceability of the remaining provisions of this
Agreement shall not be affected or impaired thereby. The failure of any party to
enforce any of the terms or conditions of this Agreement, unless waived in
writing, shall not constitute a waiver of that party's right to enforce each and
every term and condition of this Agreement.
10. THIRD PARTY BENEFICIARIES. You are hereby notified that persons and entities
which have licensed software to Vignette for inclusion in the SOFTWARE are third
party beneficiaries to this Agreement as it applies to their respective software
product(s) included in the SOFTWARE.
11. PREVAILING AGREEMENT. In the event of any conflict between the terms and
conditions of this Agreement and the terms and conditions of any license
agreements appearing with or in the software products comprising the SOFTWARE,
this Agreement shall prevail.
12. EXPORT. You agree that you will not export or re-export the SOFTWARE without
obtaining the prior written consent of Vignette and all applicable export
licenses and governmental permits.
13. US GOVERNMENT RESTRICTED RIGHTS. If the SOFTWARE is acquired under the terms
of a proposal or agreement with the United States Government or any contractor
thereof, the SOFTWARE is subject to the following: (a) For acquisition by or on
behalf of civilian agencies, as necessary to obtain protection as "commercial
computer software" and related documentation in accordance with the terms of
this Commercial Software Agreement as specified in 48 C.F.R. 12.212 of the
Federal Acquisition Regulations and its successors; (b) For acquisition by or on
behalf of units of the Department of Defense ("DOD") as necessary to obtain
protection as "commercial computer software" and related documentation in
accordance with the terms of this commercial computer software license as
specified in 48 C.F.R. ▇▇▇-▇▇▇▇-▇ of the DOD F.A.R. Supplement and its
successors.