Annual price for license, support and documentation.
*2023 prices for Oracle platform. Start-up and training included (one session only)
License and Warranties
GPS Open Source will grant the client a non-exclusive and non-transferable license to:
(1) use the Software and Documentation solely for your own use in the Designated Environment and location, and
(2) you may copy the Software and Documentation only for archival or backup purposes provided that they are reproduced in all copies, all titles, trademarks and copyrights, intellectual property, and proprietary rights and restricted, and all copies are subject to the terms of this Agreement.
Except as otherwise provided, Licensee may not:
(1) make available or distribute the Software and Documentation, in whole or in part, to any third party whether by assignment, sublicense or otherwise;
(2) copy, adapt, reverse engineer, decompile, or modify, in whole or in part, the Software or Documentation; either
(3) use the Software to operate in a business center, outsourcing or resource sharing environment, or otherwise allow third party access to the Software.
Intellectual Property Rights
Licensee acknowledges and agrees that copyright, patent, trade secret, and all other intellectual property rights of whatever nature in and to the Software, Documentation, and Specifications are and shall remain the property of Licensor (GPS Open Source), and nothing Nothing in this Agreement shall be construed as transferring any aspect of such rights to Licensee or any third party.
“Confidential Information” means the Software, Documentation, Specifications and Terms and Conditions of this Agreement.
Licensee acknowledges the confidential and proprietary nature of Confidential Information and agrees that Licensee will not disclose any Information
Confidential for any purpose to any other person, firm, corporation, or other entity, other than Licensee’s employees who have a need to know such Confidential Information to perform their job responsibilities in connection with Licensee’s rights under this Agreement. Licensee will safeguard and protect Confidential Information against theft, hacking, or unauthorized access in a manner similar to the safeguards Licensee uses to protect its own most confidential information. Licensee will inform its employees of their obligations under this Agreement, and will take steps that are reasonable in each circumstance, or upon reasonable request by Licensor, to prevent unauthorized disclosure, copying, or use of Confidential Information. The Licensee acknowledges and accepts that in the event that the Licensee breaches this Agreement, the Licensor (GPS Open Source) will suffer irreparable damages not compensated by monetary compensation and, therefore, will not be adequately compensated by Law. Consequently, the Licensor shall be entitled to a preliminary and final injunction to prevent any further breach of these confidentiality obligations or further unauthorized use of Confidential Information. This remedy is separate and apart from any other remedies Licensor may have.
Licensee will immediately notify Licensor of discovery of any prohibited use or disclosure of the Confidential Information or any other breach of these confidentiality obligations by Licensee and will fully cooperate with Licensor in assisting Licensor in recovering the Confidential Information and preventing its use. prohibited or disclosure of Confidential Information.
Licensor represents to Licensee that:
(1) during the Warranty Period, twelve months from the acceptance of this agreement, the Software will function without errors; and
(2) upon notification to GPS Open Source during the Warranty Period of any Error(s), the Licensor (GPS Open Source), during its normal business hours and at no cost to the client-licensee, will do its best to to correct such errors which shall be reproducible and verifiable by Licensor, excluding errors caused by Uses of the Software not in accordance with the Specifications.
In the event Licensee customer notifies Licensor of an Error during the Warranty Period, Licensor’s (GPS Open Source) sole liability and Licensee customer’s sole right shall be Licensor’s (GPS Open Source) efforts to reasonable efforts to correct such Errors or, at its option, refund the prepaid portion of the Price applicable to the portion of the Software found to be defective.
Disclaimer of Warranty
The guarantee established in this Clause is a limited guarantee and is the only guarantee offered by the Licensor (GPS Open Source). Licensor expressly disclaims, and Licensee expressly disclaims, all other express or implied warranties, including warranties of merchantability and fitness for a particular purpose. Licensor does not warrant that the software will meet Licensee’s requirements or that the operation of the software will be uninterrupted or error-free, or that errors in the software will be corrected. Licensor’s limited warranty supersedes all liability or liability of Licensor for damages arising out of or in connection with the installation or execution of the Software. The Parties agree that the failure of the software to conform to the specifications will not be considered a failure of the essential purpose of the rights contained in this Agreement. Except for the foregoing limited warranty, the entire risk as to the quality and performance of the Software remains with Licensee.