IMPORTANT - READ CAREFULLY: This End-User License Agreement ("Agreement") is a legal agreement between EMC Corporation, a Massachusetts Corporation ("EMC") and the person installing and/or accessing the eRoom Software ("you"). By clicking on the "Install" box or by downloading, installing, copying or otherwise using the eRoom Software, you represent: (i) that you are authorized to accept these terms on behalf of your employer, if your use of the eRoom Software is in the scope of your employment, in which event "you" and "your" shall refer to you and such entity, or (ii) that you intend to be personally bound by the terms of this Agreement. If you are not so authorized or do not intend to be personally bound, EMC is unwilling to license the eRoom Software and the installation or use of the eRoom Software is a violation of U.S. and international copyright laws and conventions.
1. eRoom Software Defined
"eRoom Software" consists of all of the following: eRoom® Software (including the "Server Software", the "Real Time Software", the "Index Server Software", and the "Client Software"); any HTML code and/or Java applet(s) generated by or included in the eRoom Software; any other associated machine-readable object code versions as well as any other associated files (including all upgrades, patches and other files provided under EMC's maintenance programs); and any associated media, printed materials and online or electronic documentation.
2. Agreement with the Licensee of the Server
EMC has entered into a license agreement with the licensee of the Server Software (the "Server Licensee") and you have been invited to access and use certain portions of the eRoom Software by the Server Licensee or its representative. You may access the eRoom Software by installing and using the Client Software (also referred to as the "Plug-In") or your own third party browser software. In some cases, your method of accessing the eRoom Software will be determined by the Server Licensee, and you may use the eRoom Software only as directed by the Server Licensee.
3. eRoom Software Access and Use License
The eRoom Software is protected by U.S. and international copyright laws and conventions as well as other intellectual property laws and treaties. The eRoom Software is licensed, not sold. The eRoom Software is confidential trade secret information of EMC and may not be used or disclosed except in accordance with this Agreement. This Agreement is an agreement between you and EMC solely with respect to the eRoom Software; agreements relating to any other product or topic are neither intended nor should be implied. Certain portions of the Real Time Software are copyrighted material of EMC's licensors.
If you are invited to use eRoom Server and/or Real Time Software by the Server Licensee, then this Agreement grants you the following non-exclusive rights:
a. Plug-In Users
. If you install the Client Software (also referred to as the "Plug-In"), you have the right to install the Client Software on any computer, and use the Client Software as intended by the eRoom Software user documentation contained in the Software's "eRoom Online Help" documentation.
b. Browser Users
. If you access the eRoom Software by using your own third party browser software, you have the right to access and use the eRoom Software as intended by the eRoom Software user documentation contained in the eRoom Software's "eRoom Online Help" documentation.
c. Real Time Meeting Guest Users
. If you are invited to a "Meeting" enabled by Real Time Software as a temporary Guest User, then you have the right to access and use the eRoom Real Time Software for the duration of such Meeting as intended by the eRoom Software user documentation contained in the eRoom Software's "eRoom Online Help" documentation and by using your own third party browser.
4. Your Access to the eRoom Software is Determined by Server Software Licensee
The eRoom Software enables access to individual eRoom Workplaces and enables participation in Real Time "Meetings", both of which are created and maintained by the Server Licensee or its representatives. The extent to which you can access and use any eRoom Workplace and/or the Real Time Software is determined by the applicable Server Licensee. Accordingly, your access to any eRoom Workplace and/or the Real Time Software may be terminated, limited, denied or disabled at any time, and you may or may not be able to recover information stored in any such eRoom Workplace. In some instances, eRoom Software functions may be provided by EMC or third parties authorized by EMC under a "Hosted Program". In such cases, access to eRoom Software is determined by EMC, the entity purchasing the hosting services, and/or the Server Licensee.
5. Other Restrictions
a. Limitations on Reverse Engineering, Decompilation and Disassembly
. You may not reverse engineer, decompile, or disassemble the eRoom Software, except and only to the extent such activity is expressly permitted by applicable law notwithstanding this limitation. To the extent required by law, at Server Licensee's request, eRoom Technology shall provide Server Licensee with the interface information needed to achieve interoperability between the eRoom Software and another independently created program, on payment of EMC's applicable fee based on then current time/materials rates. Such information, if provided, shall be used by Server Licensee solely for the purpose of achieving such interoperability and Server Licensee shall observe strict obligations of confidentiality.. You may not reverse engineer, decompile, or disassemble the eRoom Software, except and only to the extent such activity is expressly permitted by applicable law notwithstanding this limitation. To the extent required by law, at Server Licensee's request, eRoom Technology shall provide Server Licensee with the interface information needed to achieve interoperability between the eRoom Software and another independently created program, on payment of Documentum's applicable fee based on then current time/materials rates. Such information, if provided, shall be used by Server Licensee solely for the purpose of achieving such interoperability and Server Licensee shall observe strict obligations of confidentiality.
b. No copies or modifications
. The eRoom Software may not be modified or copied in any way.
. You may not rent or lease the eRoom Software.
d. No Unlawful Actions
. You may not use the eRoom Software for, or in connection with, any unlawful purposes.
. Without prejudice to any other rights, EMC may terminate this Agreement if you fail to comply with any of the terms and conditions of this Agreement.
f. Proprietary Notices
. You may not remove any copyright, trademark or other proprietary notices from the eRoom Software or the media.
6. Limited Warranty; Warranty Exclusions; Limitation of Liability
A. DISCLAIMER OF WARRANTIES. The eRoom Software is provided "AS IS," without warranty of any kind.
B. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EMC AND ITS SUPPLIERS DISCLAIM ALL WARRANTIES AND CONDITIONS OF QUALITY, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, WITH REGARD TO THE EROOM SOFTWARE, AND ACCESS TO THE EROOM SOFTWARE. EMC DOES NOT WARRANT THAT THE OPERATION OF THE EROOM SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE. YOUR ACTUAL RIGHTS MAY VARY FROM STATE/JURISDICTION TO STATE/JURISDICTION.
C. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EMC OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE EROOM SOFTWARE, EVEN IF EMC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES AND JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
D. USE OF THE EROOM SOFTWARE CAN RESULT IN LOSS OR MISTRANSMISSION OF DATA OR OTHER ERRORS. ACCORDINGLY, USERS OF THE EROOM SOFTWARE SHOULD FREQUENTLY BACKUP ALL DATA OR OTHER WORKS. FURTHER, THE EROOM SOFTWARE IS DESIGNED FOR USE IN NETWORKED ENVIRONMENTS. ACCORDINGLY, USERS SHOULD TAKE REASONABLE AND CUSTOMARY SECURITY PRECAUTIONS AND MEASURES TO INSURE PROPER SAFEGUARDING OF INFORMATION CREATED, USED AND TRANSMITTED IN CONNECTION WITH THE INSTALLATION AND USE OF THE EROOM SOFTWARE.
E. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, IN NO EVENT SHALL EMC'S ENTIRE LIABILITY UNDER THIS AGREEMENT, FOR ANY AND ALL CAUSES OF ACTION, REGARDLESS OF LEGAL THEORY, EXCEED THE AMOUNT ACTUALLY PAID BY THE SERVER LICENSEE FOR YOUR ACCESS TO THE EROOM SOFTWARE, OR $200.00 (TWO HUNDRED DOLLARS) WHICHEVER IS LESS.
7. Government End-Users
The eRoom Software and accompanying documentation are "commercial items," developed exclusively at private expense, consisting of "commercial computer software" and "commercial computer software documentation" as such terms are defined in the applicable acquisition regulations. If the licensee hereunder is the U.S. Government or any agency or department thereof, the Government agrees that the eRoom Software and the documentation are licensed hereunder (i) only as a commercial item, and (ii) with only those rights as are granted to all other end users pursuant to the terms and conditions of this Agreement. If this Agreement fails to meet the Government's minimum needs or is inconsistent with Federal procurement law, the Government agrees to notify EMC. The following additional statement applies only to procurements governed by DFARS Subpart 227.4 (1988): "Restricted Rights - Use, duplication and disclosure by the Government is subject to restrictions set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 (1988)."
A licensee hereunder is responsible for compliance with all applicable export or re-export control laws and regulations if it exports the eRoom Software. This Agreement is governed by and is to be construed under the laws of the Commonwealth of Massachusetts. The United Nations Convention on Contracts for the International Sale of Goods will not apply. This Agreement replaces and supersedes any prior verbal understandings, written communications or representations, and the terms hereof shall not be superseded or modified by any terms contained in any purchase order issued by Licensee. If you have any questions concerning this Agreement, please contact your local EMC sales office or write to: EMC Corporation, 6801 Koll Center Parkway, Pleasanton, CA 94566 (firstname.lastname@example.org
). EMC, Documentum and eRoom are registered trademarks of EMC Corporation in the United States and throughout the world. Data Connection is a registered trademark of Data Connection Limited in the U.S. and other countries. All other registered and unregistered trademarks are the sole property of their owners, and are specifically listed in the user documentation for the eRoom Software.
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