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rtw_4.5:software_license_terms [2013/04/16 14:59]
Philip Wittamore created
rtw_4.5:software_license_terms [2018/08/04 20:09]
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-====== Vistasource RTW Software License ====== 
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-Vistasource,​ Inc. (Licenser)  ​ 
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-BEFORE USING THE VISTASOURCE RTW PROGRAM, PLEASE CAREFULLY READ THIS LICENSE, WHICH CONTAINS THE TERMS AND CONDITIONS UNDER WHICH YOU ARE ACQUIRING A LICENSE TO USE THE VISTASOURCE ​ RTW  PROGRAM. IF YOU DO NOT ACCEPT THE TERMS AND CONDITIONS ​ OF THIS LICENSE, PLEASE PROMPTLY RETURN THE  VISTASOURCE ​ RTW  PROGRAM AND ACCOMPANYING DOCUMENTATION TO VISTASOURCE,​ INC. IF YOU USE THE VISTASOURCE RTW PROGRAM, YOU WILL BE ACQUIRING A LICENSE TO USE THE  VISTASOURCE ​ RTW  PROGRAM IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THIS LICENSE, AND YOU WILL BE CONSIDERED TO HAVE ACCEPTED AND AGREED TO THESE TERMS AND CONDITIONS.  ​ 
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-**1.  License Grant**  ​ 
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-1.1. Vistasource grants the non-transferable and non-exclusive ​ license to use the Vistasource RTW  program, subject to the terms and conditions of this license. You may not  copy or modify this  program, except as this agreement provides. You may not reverse compile or reverse assemble any  program. You may not rent, sell, sublease, assign or otherwise transfer this program.  ​ 
  
-1.2. The Vistasource RTW program includes a network license manager. You may use the program in  demo mode. The program in demo mode is  node-locked and will expire in  30 days. After the expiration, you may purchase a license of the program by contacting Vistasource,​ Inc. or you must completely uninstall it from your system. To obtain the full  functionality of the  Vistasource ​ RTW  program, you must obtain license from Vistasource,​ Inc. Such license will enable the Vistasource RTW program, with full functionality,​ to be utilized by such number of concurrent users of the Vistasource ​ RTW  program as you have selected, and the license fee charged ​ to you will be based upon the  number of concurrent users you have selected. You may, for an additional license fee, increase the  number of concurrent users who may utilize a fully functional version of the  Vistasource ​ RTW  program in the manner described in the accompanying documentation.  ​ 
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-1.3. The license fee for the Vistasource RTW program shall be payable by you in accordance with the  terms of the invoice sent to you by Vistasource or its authorized distributor. ​   ​ 
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-1.4. The program is owned by Vistasource Inc. and is protected by United States copyright laws. You  may make one (but only one) copy of the  Vistasource RTW program solely ​ for back-up purposes, provided you reproduce on such copy the Vistasource copyright notice affixed to the original copy. You may not copy the program'​s printed manuals or other documentation. 
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-**2.  Restriction on Use and Transfer of the Vistasource RTW Program**  ​ 
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-You may not copy the  Vistasource ​ RTW  program ​ (except as allowed in Section ​ 1.4) or otherwise make the Vistasource RTW program available, in whole or in part, to any other party, and may not take any action to modify, reverse assemble or reverse compile the Vistasource RTW program, or any part thereof. You may not sell, assign, give, sub-license in any manner or transfer by operation of law or otherwise, this license or the Vistasource RTW program to any third party without prior written approval by Vistasource. ​ 
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-  ​ 
-**3.  Ownership and Protection of Confidential Information**  ​ 
-3.1   ​Vistasource ​ Inc. shall at all times retain sole title to and ownership of the  Vistasource ​ RTW program, except that title to and ownership of any portion of the Vistasource RTW program that is owned by a third party shall remain with the applicable third party.  ​ 
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-3.2.  The Vistasource RTW program and the associated documentation contain copyrighted and/or proprietary information of  Vistasource. ​ You  may not disclose or otherwise ​ make available the Vistasource ​ RTW  program or the associated documentation ​ to any person other than your employees for the purposes necessary for your use of the Vistasource RTW program as authorized herein. You may not remove or alter any copyright notices or any other proprietary legends on the Vistasource RTW Program or the associated documentation. ​ You agree to take all reasonable steps  to protect the software and documentation from unauthorized copying or use. The software source code  represents and embodies trade secrets of Vistasource. The  source code and embodied trade secrets are not licensed to you and any modification is strictly prohibited. You agree not to disassemble,​ decompile, or otherwise reverse engineer the software in order to discover the source code and/or the trade secrets contained in the source code. You must take such steps as are reasonably necessary to ensure continued confidentiality and  protection of the  Vistasource ​ RTW program and the associated documentation as required hereunder and to   ​prevent unauthorized access thereto or use thereof by any of your employees or any other entity. ​ The provisions of this paragraph shall survive any termination of the license granted hereunder.  ​ 
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-**4.  Limited Warranty**  ​ 
-  ​ 
-4.1.  The program and documentation are provided AS IS.  Vistasource ​ makes no warranty, representation or promise not expressly set forth in this agreement. ​ Vistasource ​ disclaims and excludes any and all implied warranties of merchantability and fitness for a particular purpose. Vistasource does not warrant that the software or documentation will satisfy your requirements or  that the software and documentation are without error or that the operation of the software will be uninterrupted. Some jurisdictions do not allow the exclusion of implied warranties, so the above may not apply to you.  ​ 
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-4.2.  VISTASOURCE DOES NOT WARRANT THE RESULT OF ANY SUCH SERVICES OR WARRANT THAT ANY OR ALL FAILURES, DEFECTS OR ERRORS WILL BE CORRECTED, OR  WARRANT THAT THE FUNCTIONS CONTAINED IN THE  VISTASOURCE RTW PROGRAM WILL MEET YOUR REQUIREMENTS,​ OR WILL OPERATE IN THE  COMBINATIONS SELECTED BY YOU.   ​VISTASOURCE ​ MAKES NO REPRESENTATIONS REGARDING WARRANTY OR LIABILITY OTHER THAN AS STATED IN THIS SECTION ​ 4. 
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-4.3.  THE PROVISIONS OF THE FOREGOING WARRANTIES ARE IN LIEU OF ANY OTHER WARRANTY, WHETHER EXPRESSED OR IMPLIED, ​ WRITTEN OR ORAL (INCLUDING ANY  WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE). ​ THE  FOREGOING WARRANTIES EXTEND TO YOU ONLY AND SHALL NOT BE APPLICABLE TO ANY OTHER PERSON OR ENTITY.  ​ 
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-**5.  Limitation of Liability.** ​   ​ 
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-VISTASOURCE'​S LIABILITY ARISING OUT OF THE MANUFACTURING,​ SALE OR SUPPLYING ​ OF THE  VISTASOURCE ​ RTW PROGRAM OR ITS USE OR DISPOSITION,​ WHETHER BASED UPON WARRANTY, CONTRACT, TORT, PATENT OR COPYRIGHT INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY OR OTHERWISE, SHALL NOT EXCEED THE LICENSE FEE PAID BY YOU FOR THE VISTASOURCE RTW PROGRAM. ​   IN NO EVENT SHALL VISTASOURCE BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, LOSS OF SAVINGS, LOSS OF DATA OR LOSS OF USE DAMAGES) ARISING OUT OF THE USE OR DISPOSITION OF THE VISTASOURCE RTW PROGRAM. ​ IN NO EVENT WILL VISTASOURCE BE LIABLE FOR ANY CLAIM BROUGHT BY YOU MORE THAN ONE YEAR AFTER THE CAUSE OF ACTION AROSE OR REASONABLY SHOULD HAVE BEEN DISCOVERED. ​   
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-**6.  Maintenance**  ​ 
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-You may obtain from  Vistasource,​ for an annual fee, maintenance services as described in the customer services literature accompanying the  Vistasource ​ RTW  program. ​ Software maintenance commences upon the date that a license of the program is purchased from Vistasource.  ​ 
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-**7.  Termination**  ​ 
-    
-Vistasource may terminate the license granted hereunder at any time by written notice to you if you  (i) fail to pay the license fee when due, or (ii) breach any provision of this license and fail to remedy ​ such breach within 15 days after Vistasource provides you with notice of such breach. ​ In the event   of such termination,​ you must immediately discontinue use of the  Vistasource ​ RTW  program ​ and notify Vistasource in writing that the Vistasource RTW program has been returned to Vistasource or destroyed. ​   
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-**8.  Export Law**  ​ 
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-You may not export or otherwise transfer the Vistasource RTW program outside ​ the United States unless you do so in full compliance with the U.S. Export Administration Act and any other laws or regulations governing the export of materials of such nature.  ​ 
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-**9.  Government End Users**  ​ 
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-9.1.  If the Vistasource RTW program is acquired by or on behalf of a unit or agency of the United States Government, this provision applies. The Vistasource ​ RTW  program: ​ (i) was developed at private expense, and no  part of it was developed with  government funds; (ii) is a trade secret of Vistasource ​ for all purposes of the Freedom of  Information Act; (iii)  is "​commercial computer software" ​ subject to limited utilization as provided in  the contract between the vendor and the government entity; and (iv) in all respects is proprietary data belonging solely to Vistasource.  ​ 
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-9.2.  For units of the Department of Defense ("​DOD"​),​ the Vistasource RTW program is licensed only with "​Restricted Rights"​ as that term is defined in the DOD Supplement to  the Federal Acquisition Regulations ("​DFARS"​) 252.227-7013 (c) (1) (ii) and use, duplication or  disclosure is subject to restrictions as set forth in the  Rights ​ in Technical Data and Computer ​ Software clause at DFARS 252.227-7103. Manufacturer: ​ Vistasource,​ Inc., 1900 West Park Drive, ​ Suite 280, Westboro, Massachusetts 01581.  ​ 
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-9.3.  If the Vistasource RTW program was acquired under a GSA Schedule, (i)  the U.S. Government must refrain from changing or removing any  insignia or lettering from the Vistasource RTW program that is provided or from producing copies of manuals or disks (except one copy for backup purposes); ​ (ii) title to and ownership of the  Vistasource ​ RTW  program and any reproductions thereof shall remain with Vistasource;​ and (iii) use of the Vistasource RTW program shall be limited to the facility for which it is acquired. ​ 
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-9.4.  U.S. Government personnel using the  Vistasource ​ RTW  program, other  than under a DOD contract or GSA Schedule, are hereby on notice that use of the Vistasource RTW program is subject to restrictions which are the same as, or similar to, those specified above.  ​ 
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-**10.  General**  ​ 
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-10.1.  If any provision hereof shall be deemed by any court to be invalid, illegal, or unenforceable, ​ such provision will be enforced to the maximum extent permissible by law, and the validity, legality and enforceability of the remaining provisions hereof shall not be affected or impaired.  ​ 
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-10.2. This License supersedes all prior agreements and understandings between you and  Vistasource related to the  Vistasource ​ RTW  Program and are intended to be the   ​complete and exclusive statement of the terms of your license to use the Vistasource RTW Program.  ​ 
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-10.3.  This License shall be governed by, and construed in accordance with the laws of the Commonwealth of Massachusetts.  ​ 
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-**11.  Reuter'​s License Terms **  
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-11.1.  Except as required by law, Licensed Customer may not  copy, adapt, reverse engineer, ​ decompile, disassemble or modify, in whole or in part the Reuters Development Software or any other propriety software or material of Reuters delivered as part of the Client Product (the Reuters Materials).  ​ 
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-11.2. Licensed Customer will acquire no proprietary rights in the Reuters Materials or in any Reuter’s trademarks.  ​ 
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-11.3. Licensed Customer will not:  ​ 
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-(a)  use the Reuters Materials for any development purposes;  ​ 
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-(b)  further sublicense the Reuters Materials; or  
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-(c)  Transfer ​ or assign its rights or obligations under the Licensed Customer Agreement. Any purported transfer or assignments in violation of this provision will be void.  ​ 
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-11.4. Licensed Customer agrees that:  ​ 
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-(a)  there are no warranties, conditions, guarantees or representations as to merchantability or  fitness for a particular purpose or otherwise in relation to the Reuters Materials;  ​ 
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-(b)  Reuters is not liable to Licensed Customer for any loss or damage including, but not limited to, any consequential or incidental losses or damages arising from Licensed Customers use or inability to use the Reuters Materials;  ​ 
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-(c)  Reuters is not liable to Licensed Customer for any loss or damage including, but not limited to, any consequential or incidental losses or damages arising from Licensed Customers use or inability to use the Reuters Materials;  ​ 
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-(d)  Reuters may access the Licensed Customer site where the Reuters Materials are located and any computer system on which the Client Product is installed to ensure that only the elements of the Reuters Materials necessary to ensure the Client Product works in conjunction with the Reuters Systems are included with the Client Product;  ​ 
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-(e)  any breach of these terms will entitle Reuters to terminate the Licensed Customer Agreement; and  ​ 
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-(f)  Reuters is a  third party beneficiary of these terms and is entitled to enforce them against Licensed Customer. More specifically,​ Reuters is a third party under the Contracts (Rights of Third Parties) Act 1999 and is entitled to rely on and enforce them in its own name against the Licensed Customer in accordance with that act.  ​ 
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-11.5. Licensed Customer confirms that it has executed an agreement directly with Reuters governing use of the Client Product in conjunction with the Reuters Products.  ​ 
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-**12.  Bloomberg'​s License Terms**  ​ 
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-Usage of the RTW Bloomberg engine is allowed only for Bloomberg customers, and is restricted to reception and usage of API Data from Bloomberg or its affiliates in accordance with the customer’s agreement with Bloomberg. ​ Please consult the Bloomberg customer’s ​ agreement for more  
-information. ​