BUSINESS OBJECTS
(Business Objects / Crystal Products)
THIRD PARTY BENEFICIARY
Client is notified that Crystal Decisions CD Software Information Management Group, Inc., or its successors (“Crystal Decisions”) and its suppliers are third-party beneficiaries to the Client’s agreement with McKesson to the extent it relates to use of the Business Objects / Crystal Software (the “CD Software”). Such provisions are made expressly for the benefit of Crystal Decisions and its suppliers and are enforceable by both the Original Equipment Manufacturer (“OEM”) and Crystal Decisions.
DUAL MEDIA
If the CD Software package contains more than one form of media, such as a 3.5” diskette and a CD-ROM, then Client may use only the media appropriate for Client’s computer or computer system. Client may not use the other media on another computer or loan, rent, lease, or transfer them to another except as part of the permanent transfer (as provided above), of all CD Software and written materials.
NO WARRANTY
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE CD SOFTWARE IS PROVIDED BY CRYSTAL DECISIONS AND ITS SUPPLIERS “AS IS” WITHOUT ANY CONDITION OR WARRANTY WHATSOEVER. ALL CONDITIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, ARE DISCLAIMED BY CRYSTAL DECISIONS AND ITS SUPPLIERS, INCLUDING, WITHOUT LIMITATION, THE IMPLIED CONDITIONS AND/OR WARRANTIES OF MERCHANTABILITY, TITLE, NONINFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE. CRYSTAL DECISIONS AND ITS SUPPLIERS SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR OTHER DAMAGES.
MISCELLANEOUS
The terms and conditions contained herein constitute the entire agreement with Client relative to any Crystal Decisions CD Software, and supersede any prior agreement, whether written or oral, relating to the subject matter hereof. The parties disclaim the application of the United Nations 1980 Convention on Contracts for the International Sale of Goods. The terms contained herein are governed by the laws of the State of Ohio, U.S.A., without reference to conflict of laws principles. Client may not export or re-export the CD Software or documentation without the appropriate United States or foreign government licenses. If any provision of these terms and conditions is ruled invalid, such invalidity shall not affect the validity of the remaining portions of these terms and conditions.
U.S. GOVERNMENT RIGHTS
The CD Software is a “commercial item,” as that term is defined at 48 C.F.R. 2.101 (Oct. 1995), consisting of “commercial computer software” and “commercial computer software documentation,” as such terms are used in 48 C.F.R. 12.212 (Sept. 1995). Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4 (June 1995) (or an equivalent provision, e.g., in supplements of various U.S. government agencies, as applicable), all U.S. Government users acquire the CD Software with only those rights set forth herein. Manufacturer is Crystal Decisions, Inc., 895 Emerson Street, Palo Alto, CA 94301. Client must affix the following legend to each copy of the CD Software: “Use, duplication, reproduction, or transfer of this commercial software and accompanying documentation is restricted in accordance with FAR 12.212 and DFARS 227.7202 and by a license agreement. Contact: Crystal Decisions, Inc., Attn: Contracts Administration, 895 Emerson Street, Palo Alto, CA 94301.”
SPECIFIC PRODUCT USE RESTRICTIONS:
CRYSTAL ENTERPRISE STANDARD / PROFESSIONAL
Crystal Enterprise
Definitions
“Access” means either a direct or remote connection to the CD Software, previously installed on one or more network or web server(s).
“APS” means a component of the CD Software (filename “crystalaps.exe”) that resides on a Server (defined below).
“APS Cluster” means a group of one or more installations of the APS executable on one or more Servers which function as a single APS.
“Concurrent Access License” or “CALs” means the limited license for a predefined number of users to Access the CD Software simultaneously, as further described in Section 7 below.
“Named User” means one specifically identified individual authorized to Access the CD Software.
“Named User License” means the limited license to Access the CD Software only by the Named User, as further described in Section 7 below.
“Processor License” means the aggregate number of Server Processors that are capable of running any component of the CD Software (except the Web Connector and Report Publishing Wizard) at any time, as further described in Section 7 below.
“Project” means one or more APS providing common or substantially similar Reports from common data sources.
“Report” means any work or document created using a Crystal software product, regardless of resulting file format.
“Server Processor” means the central processing unit (CPU) of a Server.
“Server” means a computer upon which CD Software components are installed, and to which other computers connect, in order for end-users to Access the CD Software.
“CD Software” means the software provided on Client’s software media in object code form and associated documentation, any updates, additional modules, or additional software provided by Crystal in connection therewith; but shall not include any promotional software or other software product provided in the same package, which shall be governed by the online software license agreements included with such promotional software or software product.
Use Of Licensed Programs
Crystal Enterprise Standard, if available, may be licensed on either a concurrent access or per processor basis, and may be installed only on a single server (the single server may have more than one processor physically installed within it). Crystal Enterprise Professional may be licensed on a concurrent access, Named User, combination of concurrent access and Named User, or per processor basis; and may be installed on multiple servers. Client acknowledges that Crystal may control the number of NUL(s), CAL(s), and other licensed CD Software components, including the use of such components, pursuant to key codes.
Named User License. When Access to the CD Software is licensed on a Named User basis, each individual Named User must be specifically identified as the sole holder of a Named User License (“NUL”) and must possess an accompanying authorized personal “Unique User ID” as described in the documentation (a “UUID”) permitting Access to the CD Software components corresponding to such NUL. The individual Named User may install and/or Access only those CD Software components for which he or she has obtained a NUL and accompanying authorized UUID. At any time, Client may have only as many UUID(s) defined and Accessing the CD Software as the number of NUL(s) Client has received from Crystal, as set forth in Client’s particular ordering documentation. The sharing of the UUID and/or NUL by more than one individual is expressly prohibited and is a material breach of the terms contained herein. In addition, NUL(s) and UUID(s) may not be transferred from one individual to another unless the original end user no longer requires, and is no longer permitted, Access to the CD Software. NUL(s) are assigned to a particular APS or APS Cluster, and may not be shared between different APS’s or APS Clusters.
Concurrent Access License (“CAL”). When use of the CD Software is licensed on a concurrent access basis, Client obtains the right to provide Access to the CD Software for an unlimited number of end users, provided that the aggregate number of end users Accessing the CD Software at any one time does not exceed the number of CALs Client has obtained. CAL(s) are assigned to a particular APS or APS Cluster, and may not be shared between different APS’s or APS Clusters.
Processor License. When use of the CD Software is licensed on a per processor basis, Client obtains the right to allow Access to the CD Software by an unlimited number of end-users. For Crystal Enterprise Standard, if available, Client may install the CD Software components on only a single server; for Crystal Enterprise Professional Client may install the CD Software components on multiple servers. However, in either case, the aggregate number of processors on the server(s) running any CD Software components(s) (except the Web Connector and Report Publishing Wizard) may not exceed the number of processors licensed. If the aggregate number of processors on the server(s) running any CD Software component(s) exceeds the number of processors licensed, Client will need to receive additional licenses from Crystal after paying the appropriate additional license fee.
Report Distribution License. Client may use the CD Software to regularly deliver, distribute or share Reports to persons outside of the Crystal Enterprise environment (for example, to e-mail recipients using the Schedule to Destination feature) (a) to a number of persons that does not exceed the number of Named User licenses Client has acquired, (b) to a number of persons that does not exceed 6 times the number of Concurrent Access Licenses Client has acquired, or(c) if Client have a processor license, to an unlimited number of users. Client may not use the CD Software to regularly deliver, distribute or share reports to users outside of the Crystal Enterprise environment other than as provided above, unless Client has acquired a Report Distribution License from Crystal Decisions. A Report Distribution License is not required for: (a) distribution of Reports in hard copy form, including distribution of paper copies by facsimile; or (b) manual distribution on a one-time or ad hoc basis. If Client acquires a Report Distribution License, Client may use the CD Software to regularly deliver, distribute or share Reports outside of the Crystal Enterprise environment to an unlimited number of users.
Other Restrictions
Except as expressly permitted by this Agreement, Client hereby acknowledges and agrees that: (a) Client will Access the CD Software only in connection with the processing and distribution to Client’s employees, customers and business partners of: (i) Client’s data, and (ii) any third-party data Client has a right to process and distribute; (b) Client will not use the CD Software, by itself or with other applications, on a timesharing basis or to operate a service bureau facility or service provider business for the benefit of third-parties; (c) Client will not modify or translate the CD Software except as necessary to configure the CD Software using the menus, options and tools provided for such purposes and contained in the CD Software; (d) Client will not in any way reverse engineer, disassemble or decompile the CD Software or any portion thereof except to the extent and for the express purposes authorized by applicable law notwithstanding this limitation; (e) Client will not sublicense, assign, rent, sell, lease, distribute or otherwise transfer the CD Software or any of the rights granted by this Agreement, unless Client obtains a separate license from Crystal for such purposes; and (h) Client will not use, distribute, integrate or provide for integration the CD Software with any general-purpose report writing or report delivery product that is generally competitive with Crystal Decisions product offerings, nor may Client use the CD Software to develop any product that is generally competitive with Crystal product offerings. If Client wishes to develop and/or test an interface to the CD Software or merge the CD Software with any other software, Client shall inform Crystal and Crystal, at its option, may provide Client with information sufficient to enable interoperability between the CD Software and such other software or products.
Crystal Offline Viewer
The license to the CD Software also includes a limited license to use the CD Software component known as the “Crystal Offline Viewer” as such component may be more fully described in the CD Software’s documentation. Client may install and use the Crystal Offline Viewer on multiple computers under Client’s control in the United States, and any other country to which the CD Software is legally exported, provided that the Crystal Offline Viewer is used only to view reports generated by the CD Software as permitted by and subject to the limitations contained in the Agreement. Client’s limited use of the Crystal Offline Viewer is subject to all of the terms and conditions contained herein.