Inspur End User License Agreement Enterprise Version
1. Applicability. This end user license agreement (the "Agreement") governs theuse of accompanying software, unless it is subject to a separate agreementbetween you and Inspur Electronic Information Industry Co.,Ltd and itssubsidiaries (“ Inspur ”). By downloading, copying, or using the software youagree to this Agreement.
2. Authorization. If you agree to this Agreement on behalf of another personor entity, you warrant you have authority to do so.
3. Consumer Rights. If you obtained software as a consumer, nothing in thisAgreement affects your statutory rights.
4. Electronic Delivery. I nspur may elect to deliver software and relatedsoftware product or license information by electronic transmission or download.
5. License Grant. If you abide by this Agreement, Inspur grants you a nonexclusive nontransferable license to use one copy of t he version or release ofthe accompanying software for your internal purposes only, and is subject to anyspecific software licensing information that is in the software product or itsSupporting Material. Your use is subject to the following restrictions, unlessspecifically allowed in Supporting Material:
* You may not use software to provide services to third* You may not make copies and distribute, resell or sublicense software to thirdparties.
* You may not download and use patches, enhancem ents, bug fixes, or similarupdates unless you have a license to the underlying software. However, suchlicense doesn't automatically give you a right to receive such updates and Inspurreserves the right to make such updates only available to customers wi th supportcontracts.
* You may not copy software or make it available on a public or externaldistributed network.
* You may not allow access on an intranet unless it is restricted to authorizedusers.
* You may make one copy of the software for archival purposes or when it is anessential step in authorized use.
* You may not modify, reverse engineer, disassemble, decrypt, decompile ormake derivative works of software. If you have a mandatory right to do so understatute, you must inform Inspur in writin g about such modifications.
6. Remote Monitoring. Some software may require keys or other technicalprotection measures and Inspur may monitor your compliance with theAgreement, remotely or otherwise.
7. Ownership. No transfer of ownership of any intelle ctual property will occurunder this Agreement.
8. Copyright Notices. You must reproduce copyright notices on software anddocumentation for authorized copies.
9. Operating Systems. Operating system software may only be used onapproved hardware andapproved hardware and configurations.configurations.
10. 90 day Limited Warranty for Inspur Software
* The software materially conforms to its specifications, if any, and is free ofmalware at the time of delivery; if you notify Inspur within 90 days of deliveryof non conformance to this wa rranty, Inspur will replace your copy. ThisAgreement states all remedies for warranty claims.
* Inspur does not warrant that the operation of software will be uninterrupted orerror free, or that software will operate in hardware and software combinationsother than as authorized by Inspur in Supporting Material. To the extentpermitted by law, Inspur disclaims all other warranties.
11. Intellectual Property Rights Infringement. Inspur will defend and/orsettle any claims against you that allege that the s oftware as supplied under thisAgreement infringes the intellectual property rights of a third party. Inspur willrely on your prompt notification of the claim and cooperation with our defense.Inspur may modify the software so as to be non infringing and materiallyequivalent, or we may procure a license. Inspur is not responsible for claimsresulting from any unauthorized use of the software.
12. Limitation of Liability. Inspur s liability to you under this Agreement islimited to the amount actually paid by you to Inspur for the relevant software,except for amounts in Section 11 ("Intellectual Property Rights Infringement").Neither you nor Inspur will be liable for lost revenues or profits, downtime costs,loss or damage to data or indirect, special or consequential costs or damages.This provision does not limit either party's liability for: unauthorized use ofintellectual property, death or bodily injury caused by their negligence; acts offraud; willful repudiation of the Agreement; or any liabil ity that may not beexcluded or limited by applicable law.
13. Termination. This Agreement is effective until terminated or in the case ofa limited term license, upon expiration; however, your rights under thisAgreement terminate if you fail to comply w ith it. Immediately upontermination or expiration, you will destroy the software and documentation andany copies, or return them to Inspur . You may keep one copy of software anddocumentation for archival purposes. We may ask you to certify in writing yo uhave complied with this section. Warranty disclaimers, the limitation of liability,this section on termination, and Section 14 ("General") will survive termination.
a. Assignment. You may not assign this Agreement without prior writtenconsent of Inspur payment of transfer fees and compliance with Inspur's software license transfer policies. Authorized assignments will terminate yourlicense to the software and you m ust deliver software and documentation andcopies thereof to the ass ignee. The assignee will agree in writing to thisAgreement. You may only transfer firmw are if you transfer associated hardware.
b. Global Trade Compliance. You agree to comply with the tr ade related lawsand regulations of China and other national governments. If you export, importor otherwise transfer products provided under this Agreement, you will beresponsible for obtaining any required export orresponsible for obtaining any required export or import authorizations. You import authorizations. You confirm thconfirm that you are not located in a country that is subject to tradeat you are not located in a country that is subject to trade control control sanctions (currently Cuba, Iran, N. Korea, N. Sudan, and Syria) and further sanctions (currently Cuba, Iran, N. Korea, N. Sudan, and Syria) and further agree thatagree that you will not retransfer the products to any such country. you will not retransfer the products to any such country. InspurInspur may may suspend its performancesuspend its performance under tunder this Agreement to the extent required by laws his Agreement to the extent required by laws applicable to either party.applicable to either party.
c. Audit. Inspur may audit you for compliance with the software license terms.Upon reasonable notice, Inspur may conduct an audit during normal businesshours (with the auditor's cos ts being at Inspur's expense). If an audit revealsunderpayments then you will pay to Inspur such underpayments. Ifunderpayments discovered exceed five (5) percent, you will reimburse Inspurfor the auditor costs.
d. Notices. Written notices under this Ag reement may be provided to Inspur viathe method provided in the Supporting Material.
e. Governing Law. This Agreement will be governed by the laws of China ,excluding rules as to choi ce and conflict of law. You and Inspur agree that theUnited Nations Convention on Contracts for the International Sale of Goodswill not apply.
f. Force Majeure. Neither party will be liable for performance delays nor fornon performance due to causes beyond its reasonable control, except forpayment obligations.
g. Entire Agreement. This Agreement represents our entire understanding withrespect to its subject matter and supersedes any previous communication oragreements that may exist. Modifications to the Agreement will be made onlythrough a written amendment signed by both parties. If Inspur doesn't exerciseits rights under this Agreement, such delay is not a waiver of its rights.