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EXHIBIT 10.17
FORM OF STANDARD MULTI-USER LICENSE AND WARRANTY AGREEMENT
SALES INFORMATION SYSTEM(TM) VERSION 3.0
MULTI-USER LICENSE AND WARRANTY AGREEMENT
The following license and warranty terms are qualified by those additional or
different terms, if any, contained in any signed license agreement between you
and SalesLogix or one of SalesLogix's distributors.
IMPORTANT-READ CAREFULLY: This Multi-User License and Warranty Agreement (the
"Agreement") is a legal agreement between you and SalesLogix Corporation for the
software product identified above (the "Software"), which includes computer
software and associated media and printed materials (the printed materials are
hereafter referred to as the "Documentation"). By downloading, installing,
copying or otherwise using the Software, 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 to the place from which you obtained it for a full
refund. The Software is the property of SalesLogix or its licensors and is
protected by copyright law. While SalesLogix continues to own the Software, you
will have certain rights to use the Software after your acceptance of this
Agreement. Except as may be modified by a license addendum which accompanies
this Agreement, your rights and obligations with respect to the use of this
Software are as follows:
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1. GRANT OF LICENSE. SalesLogix grants to you, and you accept by downloading the
software or opening the sealed media package, a non-exclusive license to use the
Software and the Documentation on the following terms.
- SOFTWARE. You may install and use one copy of the Software for each
user license you have purchased, and you may make one copy of the
Software solely for back-up purposes. If you have paid for and been
granted a Workgroup Server License, Synchronization Server License, or
Web Client License, you may install the Software on a single client
server system at any one time. If you have purchased a Synchronization
Server License, you may allow remote access to the Software on the
server by that number of remote users for whom you have purchased
Client Licenses, and no more. If you have purchased a Workgroup Server
License, you may allow access to the Software on the client-server by
that number of networked users for whom you have purchased Client
Licenses, and no more. If you have purchased a Web Client License, you
may allow internet access to the Software on the client-server by that
number of users for whom you have purchased Client Licenses, and no
more. Upon paying for the Software, you will receive a set of license
numbers which, when entered on the Software, will allow access to the
Software by the number of Client License users permitted by your
purchased licenses. You agree not to disclose these key numbers to
third parties or attempt to make any use of the key numbers to expand
the number of users who may access the Software in excess of the Client
Licenses purchased by you. If you wish to expand the number of users
who can access the Software beyond the number for whom you have
purchased licenses, you may purchase additional licenses from
SalesLogix, which licenses will take the form of additional key numbers
provided to you by SalesLogix.
- TRANSFER. You may permanently transfer all of your rights under this
Agreement, provided you retain no copies and transfer all of the
Software (including all component parts, the media and related
Documentation, any upgrades, and this Agreement) and the recipient
agrees to accept the terms and conditions of this Agreement.
- RESTRICTIONS. You may not: use, copy, or transfer copies of the
Software except as provided for in this Agreement; reverse engineer,
modify, decompile or disassemble the Software; or rent, lease,
sublicense or assign the Software or any copy thereof, including any
related Documentation, except only to the extent expressly permitted by
law. If notwithstanding the foregoing applicable law grants you the
right to decompile the Software to the extent necessary to obtain
information to achieve interoperability with an independently created
computer program, you may exercise such right if SalesLogix shall fail,
upon your prior written request, to provide the relevant
interoperability information within a reasonable amount of time.
2. LIMITED WARRANTY. SalesLogix warrants that it has the right to grant the
license set forth in Section 1 and that the media, if any, on which the Software
is furnished to be free from defects in material and workmanship under normal
use for a period of six (6) months from the date of delivery of the Software to
you. Any replacement Software will be warranted for the remainder of the
original warranty period or sixty (60) days, whichever is longer. EXCEPT FOR THE
LIMITED WARRANTY DESCRIBED ABOVE, THIS SOFTWARE IS PROVIDED "AS IS" WITHOUT
WARRANTIES OR IMPLIED TERMS OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY,
INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, TITLE,
NONINFRINGEMENT, THE CONDITION OF THE SOFTWARE, OR FITNESS FOR A PARTICULAR
PURPOSE. THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE SOFTWARE
AND DOCUMENTATION REMAINS WITH YOU. Saleslogix does not warrant the functions
contained in the Software will meet your requirements or that operation of the
product will be uninterrupted or error free.
3. LIMITATIONS OF REMEDIES. SalesLogix's entire liability and your exclusive
remedy shall be: replacement of any diskette not meeting SalesLogix's "Limited
Warranty" and which is promptly returned to SalesLogix. TO THE MAXIMUM EXTENT
PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SALESLOGIX OR ITS SUPPLIERS BE
LIABLE TO YOU FOR ANY CONSEQUENTIAL, INCIDENTAL, DIRECT, INDIRECT, SPECIAL,
PUNITIVE, OR OTHER DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES
FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS
INFORMATION, OR OTHER PECUNIARY LOSS) ARISING OUT OF THIS AGREEMENT OR THE USE
OF OR INABILITY TO USE THE SOFTWARE, EVEN IF SALESLOGIX HAD BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES.
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4. SUPPORT AND UPDATES. SalesLogix provides maintenance and/or technical support
(including upgrades and enhancements) for the Software only through separate
Software Support Agreements. Please contact SalesLogix if you wish to obtain
support through the execution of such an agreement.
5. EXPORT CONTROL. You may not export, ship, transmit or reexport the Software
or Documentation in violation of any applicable law or regulation including,
without limitations, the Export Administration Regulations issued by the United
States Department of Commerce.
6. UNITED STATES GOVERNMENT RESTRICTED RIGHTS. The Software and Documentation
are provided with restricted rights. If you are purchasing this product for use
by the United States government or any of its agencies, you need to enter into a
separate restricted rights agreement with SalesLogix. Use, duplication or
disclosure by the United States government is subject to restricted rights as
set forth in subparagraph (c)(1)(ii) of The Rights in Technical Data and
Computer Software clause of DFARS at 252.227-7013 and in the Federal Acquisition
Regulations, 48 C.F.R. Sections sections 12.212 and 52.227-19.
7. GOVERNING LAW. The validity, construction and performance of this Agreement
and legal relations between the parties to this Agreement shall be governed and
construed in accordance with the laws of the State of Arizona, United States of
America, excluding that body of law applicable to conflicts of law and excluding
the United Nations Convention on Contracts for the International Sale of Goods,
if applicable.
8. GENERAL. You may terminate your license at any time by destroying all your
copies of the Software. SalesLogix or its authorized distributor may terminate
your license if you fail to comply with the terms and conditions of this
Agreement. Upon such termination, you agree to destroy all your copies of the
Software. Should you have any questions concerning this Agreement, write to
SalesLogix Corporation, 0000 Xxxxx Xxxxxx Xxxxxx Xxxxx, Xxxxx 000, Xxxxxxxxxx,
Xxxxxxx 00000, X.X.X.
SalesLogix Multi-User License Agreement
Revision Date: December 15, 1998
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