OpenLM End User License Agreement - OpenLM Software License Management
Israel +972 4 6308447         USA +1 619 831 0029              JAPAN +81 505 893 6263 担当:萩原

Preamble:
This Agreement governs the relationship between You, a natural person or a
legal entity who You act on its behalf, and OpenLM Ltd, a duly registered
Israeli Company whose principal place of business is P.O.B 659 Elyakhin, Israel
(Hereinafter: Licensor). This Agreement sets the terms, rights, restrictions,
and obligations on using OpenLM created and owned by Licensor, as detailed
herein.

a.    
Refusal:
Should You refuse to accept this Agreement, You may not install OpenLM, use it
or convey it to any 3rd party, even if such party agrees to the terms set in
this Agreement.

b.    
Trial
and Adequacy: Other than when obtaining a license to a Trial Version of OpenLM,
You hereby state that You inspected OpenLM thoroughly and found it satisfactory
and adequate to Your needs, that it does not interfere with Your regular
operation and that it does meet the standards and scope of Your computer
systems and architecture. You found that OpenLM interacts with Your License
system and software and that it does not violate Your Software Licenses EULA or
License Management’s EULA. You hereby waive any claims regarding OpenLM’s
incompatibility, performance, results, and features, and warrant that You
inspected the Software.

     1.       
About OpenLM: OpenLM products enhance the use of FLEXnet and
other licensing software, allowing organizations to receive comprehensive usage
statistics, manage license servers, and control access to licenses. The
information OpenLM collects and processes can be used in order to achieve
maximum system efficiency and to resolve the common problem of excessive
investment in expensive software licenses. Licensor owns and retains all
copyright, title, trademarks, and other intellectual property in OpenLM
conveyed and distributed under this Agreement. With respect to the aforesaid,
ESRI, Autodesk and other software managed by OpenLM retain their trademarks and
copyright.

     2.       
License: Licensor hereby grants You a limited,
personal, revocable, non-exclusive, and royalty free license to use the
software in Your regular course of business and to process data, all with
accordance to this Agreement and other legal restrictions set forth in 3rd
party software used while running OpenLM.

                 
2.1.       
Use: You may use OpenLM on OpenLM Servers, Instances,
Extensions, and deal with up to a total number of     Vendor’s, License server
ports/applications, Unique Users, and Extensions as detailed in a License File
tide to the server name and MAC address. provided that it does not violate
such application’s end user license agreement
.

                 
2.2.       
Revocation: This Agreement shall automatically be revoked
and You shall not use, distribute, modify, or otherwise convey software, in any
of the following cases:

                             
2.2.1.       
Amendments or Modifications: Should You amend or
modify Software, including creating any application that interacts with
software in any other manner than its regular API, create a derivative work or
otherwise add any code that may cause OpenLM to act in a different manner than
originally intended or add new features to it.

                             
2.2.2.       
Circumvention: Should You modify OpenLM to make it work with
more assets than intended or otherwise use the API in any way or mean
which causes the OpenLM to manage more licenses than paid for. 

                             
2.2.3.       
Decompiling or Disassembling: Should You decompile,
disassemble or otherwise reverse-engineer OpenLM in any other mean than as
permitted under law.

                             
2.2.4.       
Distribution: Should You distribute Software, including any
piece of OpenLM object code, software code or any derivative works thereof or
should You publish or distribute any License File.

                             
2.2.5.       
Lease: You may not lease, rent or otherwise allow 3rd parties to
use software, or any portions thereof, nor You may allow 3rd parties to operate
OpenLM as a service, web-based application, leased product or any other
mean where they are not entitled to do so under law.

                             
2.2.6.       
3rd Party Adherence: Should You violate the 3rd Party
Applications End User License Agreement, or otherwise perform any action that
may cause 3rd Party Applications License revocation, including using OpenLM to
circumvent the 3rd Party’s protection mechanism.

                 
2.3.       
License File: Licensor shall provide You with an
alphanumeric code that shall act as Your personal License File
hereinafter: License File). This License File shall be personal,
non-transferable, revocable and limited to Your Adherence to this Agreement and
to the Product purchased from Licensor, including number of Licenses used, API
access or any other breach of this Agreement.

                 
2.4.       
Right of First Sale: Nothing in this Agreement shall
limit Your right to sell Software, under the terms of this Agreement, as
long as You notify Licensor about the sell and reimburse Licensor for the cost
of issuing a new License File.

                 
2.5.       
Licenses: With respect of the terms and conditions
herein, Your license shall include the following rights and obligations, all
with accordance to the terms set forth to each type of license.

                             
2.5.1.       
Evaluation: You may use an Evaluation License of
OpenLM for (i) the purpose of inspecting Software’s adequacy to Your
requirements; (ii) evaluating OpenLM’s performance; and (iii) a limited time of
30 days.

                                          
2.5.1.1.       
Use: Your use of Trial Licensed OpenLM is limited; You may not
use Trial Software for any purpose but evaluating OpenLM’s adequacy with Your
system and license management software. You may not  reuse an Evaluation
Licence after one was previously expired.

                                          
2.5.1.2.       
Circumvention: You may not use Trial Software while
circumventing OpenLM to avoid License Files, circumvent the time trial
or otherwise circumvent OpenLM’s copy protection in any mean.

                                          
2.5.1.3.       
Limitations: You acknowledge Trial Licensed Software may
contain reduced features or other mechanisms in order to limit the use
of Trial Version and the terms of this Agreement. You may not circumvent or
otherwise amend works created under Trial Version to remove watermarks or
insignias.

                                          
2.5.1.4.       
Tracking and Use: Licensor may track Your use of
Trial Licensed Software in order to inspect use, prevent fraud and
circumvention and to contact You in order to disable trial features, by
electronic means or other means.

                             
2.5.2.       
Commercial: You may use a Commercial License for OpenLM
for (i) a limited time, or unlimited time, as allowed by Your License File;
(ii) to access OpenLM’s API for Your own personal use; (iii) on a specified
number of assets as detailed in this Agreement.

                 
2.6.       
Light: You may use OpenLM Light (i) for Your personal use; and
(ii) for a limited time (12 months; and (iii) up to 1 License server, 1 License
Port, 1 Vendor Daemon 50 Unique Users and limited functionality.

                                          
2.6.1.1.       
Distribution: with consideration to clause 2.a(iii), You
may distribute binary copies of OpenLM Light (i) as a part of a complete
software solution; or (ii) as a part of a software bundle; or (iii) in any
other mean You may deem adequate, as long as it does not modify the binary code
of OpenLM, for any use; all after you recieved Licensor’s permission. You may
charge fees for distribution of OpenLM Light, and You may provide maintenance,
support or warranty for Light versions, as long as Licensor’s copyright is
retained.

                                          
2.6.1.2.       
Non-Circumvention: You may not distribute OpenLM Light
with any means used to circumvent any copy-protection or impair the limited
functionality of OpenLM Light.

                                          
2.6.1.3.       
One Installation per Network: You may not use OpenLM
Light on more than one instance on one network under Your control or
supervision. You may not host more than one version of OpenLM Light on the
same network.

                                          
2.6.1.4.       
Non-Refundable: The License Grants is non-refundable. You may
not be refunded, under the extent permitted by law, should You refrain from
using OpenLM, terminate this Agreement under any terms, including termination
or revocation by Licensor, or should it contain any defects. As OpenLM is
constructed from intangible goods, it may not be refunded for or returned to
manufacturer.

                 
2.7.       
Trademarks: Licensor shall retain full title in
Trademarks, and any trademarks and trade-names contained, including
OpenLM’s names, logos, and all other intellectual property. Unless specifically
stated in this Agreement, no license shall be made to use, associate or
affiliate OpenLM with Yourself in any manner.

                 
2.8.       
Open Source: You agree and warrant that without Licensor’s
prior written consent, You shall not use, or cause OpenLM or OpenLM’s
API to interact with any GPL Licensed software or any software distributes
under a similar license requiring that any amendment or modification to the
software, including dynamic linking, shall be distributed or released under a
license different from this Agreement.

     3.       
Updates: Licensor may provide You, from time to time,
with Upgrades, Updates or Fixes, provided that You enter a Maintenance
Agreement with Licensor or any Licensed 3rd party to provide support or
maintenance. You may, at your sole discretion, purchase Support and Maintenance,
according to the rates set by Licensor.

     4.       
API: OpenLM system features an Open API that allows developers
and companies to extend the functionality of the system. For example, by
implementing OpenLM API in a FLEXlm license software one can easily create an
“OpenLM for New Software” product. Another example is that by using OpenLM
Server open API one can create software like OpenLM EasyAdmin. Developers can
freely use OpenLM API to develop applications. The use, sell and distribution
of such applications must be licensed by OpenLM and a revenue sharing agreement
must be signed.

                 
4.1.       
Use: Licensor hereby grants You a personal license to use
OpenLM’s Application Programming Interface (API) in order to enhance OpenLM’s
use and functionality, as long as: (i) no use is being made to extend the
maximum licenses and License Servers operated by OpenLM; or (ii) No
distribution of any software, software code or binary that interacts with
OpenLM’s API shall be made; or (iii) disclose the nature and functionality of
API to any 3rd party without Licensor’s prior written consent; or (iv)
otherwise make the API available to 3rd parties without Licensor’s prior
written consent.

     5.       
Support: During Term, and as long as You have a paid
for the Support and Maintenance, OpenLM may provide you the following support
services, all according to OpenLM’s Support SLA (hereinafter: SLA) as detailed
in OpenLM’s website, and amended from time to time. For further information,
please visit the following page:
https://www.openlm.com/software-technical-support-service-level-agreement-sla/

                 
5.1.       
Software Maintenance: OpenLM shall provide you with Bug
Fixes, Updates and Upgrades, from time to time, and according to OpenLM’s
development and roadmap, as published and detailed on OpenLM’s website.

                 
5.2.       
Support: OpenLM shall provide You with technical and
operational support in regards to how to operate the OpenLM software,
installation and integration, availability of additional components and any
other inquiries which You may present from time to time. Support shall be
provided by Phone, Email and Technical Forums on OpenLM’s website, during
regular business hours and all requests shall be replied to within one work
day.

                 
5.3.       
Bug Reports:  You may report bugs with accordance to
clause 6a to the EULA. OpenLM shall inspect the report, and according to
OpenLM’s roadmap, availability of staff and operational requirements, shall
determine whether to fix the bug.

                 
5.4.       
Extent of Support: The nature of the Support granted under this
Agreement is limited, and covers only providing known solutions and/or solving
workarounds, but not bug fixes and/or updates to Software. Critical problems,
as determined by OpenLM’s sole discretion, may be dealt with.

                 
5.5.       
Use of Knowledge base: OpenLM shall also provide you access to
OpenLM’s Knowledge-Base, either by access to OpenLM’s website or by electronic
means. The Knowledge Base shall contain a list of known and fixed solutions and
workarounds. By entering into this Agreement, You further grant OpenLM Your
consent to include any inquiry which You will make in OpenLM’s knowledge-base,
after excluding any identifiable information.

     6.       
Bug Notifications, Feature Requests and Beta Testing: OpenLM may allow
you to provide it with bug notifications, and feature requests or to enroll to
its beta testing program, all under these terms.

                 
6.1.       
Bug Notification: You may provide Licensor of details
regarding any bug, defect or failure in OpenLM promptly and with no delay from
such event; You shall comply with Licensor’s request for information regarding
bugs, defects or failures and furnish him with information, screenshots and try
to reproduce such bugs, defects or failures.

                 
6.2.       
Feature Request: You may request additional features in
OpenLM, provided, however, that (i) You shall waive any claim or right in such
feature should feature be developed by Licensor; (ii) You shall be prohibited
from developing the feature by Yourself, or disclose such feature request, or
feature, to any 3rd party directly competing with Licensor or any 3rd party
which may be, following the development of such feature, in direct competition
with Licensor; (iii) You warrant that feature does not infringe any 3rd party
patent, trademark, trade-secret or any other intellectual property right; and
(iv) You developed, envisioned or created the feature solely by Yourself.

                 
6.3.       
Beta Testing: Upon Licensor’s sole discretion, he may
provide You with an option to participate in OpenLM’s Beta Testing
(hereinafter: Beta). Should You participate in Beta, You hereby warrant
to keep all information in strict confidentiality, refrain from disclosing it
to any 3rd party or use it in any manner, especially in manners directly
competing with Licensor. You shall furnish Licensor with information relating
to the Beta and OpenLM’s features, and remove all OpenLM upon Licensor’s
request.

     7.       
Liability: To the extent permitted under Israeli Law,
the software is provided under an AS-IS basis. Licensor shall not, and without
any limit, be liable for any damage, cost, expense or any other payment
incurred by You as a result of OpenLM actions, OpenLM’s failure, OpenLM’s bugs
and/or any other interaction between OpenLM and Your end-equipment, computers,
other software or any 3rd party services. If any competent authority shall rule
that this exclusion of liability is non-enforceable, then Licensor’s maximum
liability shall be the amount actually paid by you to Licensor during the 12
months prior to the event.

     8.       
Warranty: OpenLM is provided without any warranty save
for where stated in this License; Licensor hereby disclaims any warranty that
OpenLM shall be error free, without defects or code which may cause damage to
Your computers or to You, and that OpenLM shall be functional. Licensor hereby
warrants that the software does not violate or infringe any 3rd party claims in
regards to intellectual property, patents and/or trademarks and that to the best
of its knowledge no legal action has been taken against it for any infringement
or violation of any 3rd party intellectual property rights. You shall be solely
liable to any damage, defect or loss incurred as a result of operating software
and undertake the risks contained in running OpenLM on Your computers.

     9.       
Components: OpenLM Software includes 3rd party software;
nothing in this Agreement shall deem the 3rd parties liable to any damage and
the 3rd party software is provided without any warranty or liability. In  any
case where a competent authority shall rule that these components infringe on a
third party right, then Licensor shall exercise reasonable efforts to replace
them and to maintain the software’s functionality. The 3rd Party software is
released under the following licenses:

                 
9.1.       
Apache: Ncrontab.dll (by azizatif), Apache log4net,
Apache Log4j, Apache Commons BeanUtils, Apache Commons Collections, Apache
Commons Digester, Apache Commons Codes, Apache Commons Exec, Apache Commons IO,
Apache Commons Lang, Apache Commons Logging, Apache HttpComponents HTTPClient,
JGroups, Apache Commons CLI, Apache Commons Pool, Apache Commons Procrun,
HornetQ, Jasypt, Netty, Xml Pull Parser, CGLIB, Flyway, Selenium, Quartz
Scheduler, HikariCP, JBoss logmanager, Google Gson, Castle.Core

                 
9.2.       
MS-PL and Apache: CsvHelper

                 
9.3.       
LGPL: Nhibernate

                 
9.4.       
GPL: MySql.Data

                 
9.5.       
BSD, revised BSD and BSD based: lightTPD, XStream,
HSQLDB, Selenium ChromeDriver, Moq

                 
9.6.       
IPL: Firebird

                 
9.7.       
LGPL 2.1: SwingX, JBoss Logging, JNA.

                 
9.8.       
MIT: SLF4J, Newtonsoft.Json, FakeItEasy

                 
9.9.       
Kettle
from pentaho:

              
9.10.       
Eclipse
Public License Version 1.0 (EPLv1)

              
9.11.       
PostgreSQL:
The PostgreSQL License

              
9.12.       
The full list of
third-party software/components and their respective license agreements:
 
https://www.openlm.com/wp-content/uploads/2022/01/OpenLM-External-third-party-components-January-2022-All.pdf

   10.       
Indemnification: You hereby warrant to hold Licensor harmless
and indemnify licensor for any lawsuit brought against it in regards to Your
use of OpenLM in means that violate, breach or otherwise circumvent this
Agreement, Licensor’s intellectual property rights or Licensor’s title in
OpenLM. Licensor shall promptly notify You in case of such legal action and
request Your consent prior to any settlement in relation to such lawsuit or
claim. The Licensor hereby warrants to hold you harmless and indemnify you for
any lawsuit brought against you in regards to any infringement of third party
rights, third party licenses as well as intellectual property rights made
directly by the licensor. You shall promptly notify the Licensor in case of
such legal action and request its consent prior to any settlement in relation
to such lawsuit or claim. If Licensor cannot continue to provide you with the
Software, it will procure or provide replacement software or amend it to avoid
such infringement.

   11.       
Termination: Licensor may terminate this Agreement,
including Your license in the case where You (i) became insolvent or otherwise
entered into any liquidation process; or (ii) exported OpenLM to any jurisdiction
where licensor may not enforce his rights under this agreements in; or (iii)
You were in breach of any of this Agreement’s terms and conditions and such
breach was not cured, immediately upon notification; or (iv) You were in breach
of any of the terms of clause 2 (License) to this Agreement; or (v) You
otherwise entered into any arrangement which caused licensor to be unable to
enforce his rights under this Agreement.

   12.       
Governing Law, Jurisdiction: This Agreement shall
be solely governed by the Laws of the State of Israel, and any dispute arising
from it shall be brought only to the competent courts of the Haifa district.
You hereby agree not to initiate class-action lawsuits against Licensor in
relation to this Agreement and to compensate Licensor for any legal fees, costs
or attorney fees should any claim brought by You against Licensor be denied, in
part or in full.