License and Warranties

GPS Open Source grants client a non-exclusive, non-transferable license to:

(1) use the Software and Documentation solely for its internal operations at the Location(s) and on the Designated Environment, and

(2) copy the Software and Documentation for archive or backup purposes only, provided that all titles, trademarks, and copyright, proprietary and restricted rights notices shall be reproduced in all such copies, and that all copies shall be subject to the terms of this Agreement.

Distribution

The Licensee acknowledges and agrees that the copyright, patent, trade secret, and all other intellectual property rights of whatever nature in the Software, Documentation and Specifications are and shall remain the property of Licensor (GPS Open Source), and nothing in this Agreement should be construed as transferring any aspects of such rights to the Licensee or any third party.

Except as explicitly provided herein, the Licensee shall not:

(1)     make available nor distribute all or part of the Software or Documentation to any third party by assignment, sublicense or by any other means;

(2)     copy, adapt, reverse engineer, decompile, disassemble, or modify, in whole or in part, any of the Software or Documentation; or

(3)     use the Software to operate in or as a time-sharing, outsourcing, or service bureau environment, or in any way allow third party access to the Software.

Intellectual property rights

The Licensee acknowledges and agrees that the copyright, patent, trade secret, and all other intellectual property rights of whatever nature in the Software, Documentation and Specifications are and shall remain the property of Licensor (GPS Open Source), and nothing in this Agreement should be construed as transferring any aspects of such rights to the Licensee or any third party.

Confidentiality

1 Confidential Information

“Confidential Information”, shall mean the Software, Documentation, Specifications, and Terms and Conditions of this Agreement. The Licensee acknowledges the confidential and proprietary nature of the Confidential Information and agrees that it shall not reveal any Confidential Information for any purpose to any other person, firm, corporation or other entity, other than Licensee’s employees with a need to know such Confidential Information to perform employment responsibilities consistent with Licensee’s rights under this Agreement. The Licensee shall safeguard and protect the Confidential Information from theft, piracy or unauthorized access in a manner at least consistent with the protections Licensee uses to protect its own most confidential information. The Licensee shall inform its employees of their obligations under this Agreement, and shall take such steps as may be reasonable in the circumstances, or as may be reasonably requested by Licensor, to prevent any unauthorized disclosure, copying or use of the Confidential Information. The Licensee acknowledges and agrees that in the event of the Licensee’s breach of this Agreement, Licensor (GPS Open Source) will suffer irreparable injuries not compensated by money damages and therefore shall not have an adequate remedy at law. Accordingly, 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 remedy Licensor may have.

2 Unauthorized Disclosure

The Licensee shall notify Licensor immediately upon discovery of any prohibited use or disclosure of the Confidential Information, or any other breach of these confidentiality obligations by Licensee, and shall fully cooperate with Licensor to help Licensor regain possession of the Confidential Information and prevent the further prohibited use or disclosure of the Confidential Information.

Warranty

Licensor declares to Licensee that:

(1) during the Warranty Period, 12 months from de acceptance of this contract, the Software shall operate without any Errors; and

(2) upon notification to GPS Open Source during the Warranty Period of any Errors, Licensor (GPS Open Source) will, during its normal business hours and at no cost to Licensee, use reasonable efforts to correct such errors which are reproducible and verifiable by Licensor, excluding any errors caused by uses of the Software which were not in accordance with the Specifications.

In the event that Licensee notifies Licensor of an Error during the Warranty Period, Licensor’s (GPS Open Source) sole liability, and Licensee’s sole remedy, will be Licensor’s (GPS Open Source) use of reasonable efforts to correct such Errors or, in Licensor’s sole discretion, to refund the portion of the prepaid Price applicable to the portion of the Software which is defective.

Warranty Disclaimer

The warranty set forth in this Clause is a limited warranty and it is the only warranty made by Licensor (GPS Open Source). Licensor expressly disclaims, and Licensee hereby expressly waives, all other warranties express or implied, 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 is in lieu of all liabilities or obligations of Licensor for damages arising out of or in connection with the installation or performance of the software. The Parties agree that the software’s failure to perform in accordance with the specifications shall not be considered a failure of the essential purpose of the remedies contained in the present Contract. Except for the above limited warranty, the entire risk of the software’s quality and performance is with Licensee.

User license, documentation and support for the first year from €6,500*

Start-up and training 900€ *

In addition, bags of hours are offered for QP consulting services (Migration/Tuning & Performance)

*Prices for a single platform