사용권 계약 ver3.0
다운로드하려면 아래의 사용권 계약에 동의하셔야 합니다.
본 계약은 소프트웨어의 수행 문서 류에도 적용됩니다.
Aras Innovator를 사용하려면 라이센스 계약에 동의하셔야 있습니다.
본 계약의 해석은 본 계약의 영어 버전을 사용합니다. (영어 버전은
ARAS INNOVATOR® AGREEMENT 3.0 Last Updated April 1, 2010 IMPORTANT - READ CAREFULLY. This ARAS INNOVATOR® Agreement (“Agreement”) is a legal agreement among you (either an individual or a single entity, collectively “you” or “Licensee”), Aras Corporation (“Aras”), and partners of Aras who have been certified as such by Aras (an “Aras Certified Partner”) for the Aras Innovator® software product and all certified software applications for use therewith (the “Solutions”) provided by Aras that run on the Aras Innovator® application framework (collectively, “Licensed Software”), the documentation (the “Documentation”), the Subscription Services (as defined in subsection B.1 below), and Professional Services (as defined in subsection C.1 below). BY INSTALLING, COPYING, OR OTHERWISE USING THE LICENSED SOFTWARE OR BY PURCHASING THE SERVICES, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT, INCLUDING THE WARRANTY DISCLAIMERS, LIMITATIONS OF LIABILITY AND TERMINATION PROVISIONS BELOW. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT INSTALL OR USE THE LICENSED SOFTWARE. Should you have any questions concerning this Agreement, or if you desire to contact Aras for any reason, please access our website at www.aras.com or contact us at email@example.com. A. LICENSE FOR SOFTWARE AND DOCUMENTATION A.1 GRANT OF LICENSE. Licensee is hereby granted the following non-exclusive, non-transferable, and non-sublicensable rights with respect to Licensed Software and Documentation: (a) to install the Licensed Software on computer servers owned or leased by Licensee for use solely by Licensee’s employees and the employees of Licensee’s suppliers and customers (“Authorized Users”); (b) to make an unlimited number of copies of the Licensed Software for backup and disaster recovery purposes, provided Licensee shall reproduce all confidentiality and proprietary rights notices on all copies of the Licensed Software; and (c) to make an unlimited number of copies of the Documentation and distribute those copies to Authorized Users, provided Licensee shall reproduce all confidentiality and proprietary rights notices on all copies of the Documentation. A.2 RIGHTS TO ARAS INTELLECTUAL PROPERTY. Except for the rights expressly granted above, all right, title and interest to the Licensed Software and the Documentation and copies thereof remains exclusively with Aras. Licensee may not sell, lease or sublicense any of the Licensed Software, Solutions or Documentation, or any derivative thereof to any third party, without executing an OEM commercial license agreement with Aras. Licensee agrees not to dispute any of Aras’ ownership rights in the Licensed Software or the Documentation. A.3 LIMITED WARRANTY AND LIMITATION OF LIABILITY. If Licensee does not purchase a Support Subscription (as defined in Section B) from Aras, the following warranty and limitation of liability shall apply: (a) To the maximum extent permitted by applicable law, except as stated in this Agreement, the Licensed Software as provided by Aras is provided and LICENSED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTY OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE. ARAS DOES NOT GUARANTEE THAT THE USE OF THE SOFTWARE WILL NOT BE INTERRUPTED OR ERROR FREE; and (b) If any portion of the Licensed Software is held by a court of competent jurisdiction to infringe any third party intellectual property rights, then the license granted under this Agreement shall immediately terminate and Licensee must stop using the Licensed Software. A.4 TRANSMISSION OF INFORMATION. From time to time during the term of this Agreement, information about your license key, the version of the Licensed Software running in your environment and the language packs you have installed may be transmitted by the installed Licensed Software to Aras. This information allows Aras and Aras Certified Partners to be more efficient in their communications with you. For example, by (i) downloading messages about new service pack availability directly to your server and in the correct language; and (ii) utilizing the user interface to send technical support notifications to you that are applicable to the specific installation of the Licensed Software running in your environment. You hereby consent to such transmissions. B. SUBSCRIPTION B.1 SUBSCRIPTION SERVICES. If Licensee purchases (a “Subscription”) for Services (as defined below) from either Aras or an Aras Certified Partner (the “Subscription Provider”) and for as long as Licensee remains current in payments for the Subscription, the following terms and conditions shall apply: “Licensed Software” shall be deemed to include (i) any widgets or certified software applications developed by an Aras Certified Partner for use with the Licensed Software; and (ii) new versions, upgrades and updates to the Licensed Software that are generally released by Aras to its subscribers. The Subscription Provider shall provide the following services (collectively, the “Services”): (a) Correction of verifiable and reproducible errors in the Licensed Software that are reported to the Subscription Provider by Licensee; (b) Tracking and reporting of Licensee issues; (c) Telephone and on-line hot-line support; (d) Access to training materials; (e) Access to any regularly scheduled training classes, subject to availability; (f) Access to download any new version of the Licensed Software generally released by Aras to its subscribers, which may include Microsoft certified versions of Licensed Software, bug fixes, patches, or maintenance releases; (g) Access to download and use Solutions and software tools that are available to subscribers only; (h) Upgrade services to upgrade the Licensee’s installation of Licensed Software, when requested by the Licensee, to a new version of the Licensed Software (“Upgrade Services”); and (i) Additional services announced from time to time by Subscription Provider. Upgrade Services include all the labor to perform an upgrade of the Licensee’s database, including any customizations made by Licensee. Upgrade Services will be performed at the facilities of the Subscription Provider. Upgrade Services do not include travel expenses, any on-site performance of such services, or upgrade of third-party commercial add-on software. Licensee is responsible for the purchase and installation of any required hardware and Microsoft software updates, validation testing of the upgraded database, and end-user training. With respect to the correction of a possible error in the Licensed Software reported to the Subscription Provider by Licensee, the Subscription Provider shall first verify that such an error is present and, if present, work in a diligent manner toward development of a correction. Subscription Provider shall have no obligation whatsoever to correct errors in any release of the Licensed Software other than the most recent release, provided, however, the Subscription Provider shall continue to support the prior release for a reasonable period of time. Services outside the scope of the obligations set forth above are excluded, including, but not limited to, substantial work involved in correction of problems identified by Licensee which are found not to be errors or which result from (i) use or modification of the Licensed Software in breach of the terms of this Agreement; (ii) faults or errors or malfunctions in any hardware or software not licensed by Aras or an Aras Certified Partner; or (iii) failure by Licensee to implement recommendations or solutions or work-arounds to errors in the Licensed Software as previously advised by Aras or an Aras Certified Partner. B.2 LIMITED WARRANTY, INDEMNITY AND LIMITATION OF LIABILITY. Provided that Licensee has subscribed for and is current in payments for a Subscription, the following warranty, indemnity and limitation of liability provisions shall apply: The Subscription Provider represents and warrants that it has all rights, power and authority necessary to enter into and to fully perform this Agreement. The Subscription Provider shall indemnify and hold harmless Licensee and its affiliates and customers and their respective directors, officers, employees and agents and the successors and assigns of each of the foregoing from and against any and all claims, damages, liabilities, cost and expenses, including legal expenses and reasonable attorneys fees, arising out of any claim that the Licensed Software, when used in accordance with the Documentation and subject to the terms of this Agreement, infringes upon a third-party’s intellectual property rights. The foregoing indemnity shall not apply to any infringement claims arising out of or related to (i) any unauthorized modification of the Licensed Software where the infringement claim would not have arisen but for such unauthorized modification; (ii) any combination of the Licensed Software with any hardware or software not specified by Aras where the infringement claim would not have arisen but for such combination; or (iii) use of a version of the Licensed Software that has been superseded by a more current version if the infringement claim could have been avoided by the use of such current version. In claiming any indemnification hereunder, Licensee shall promptly provide the Subscription Provider with written notice of any claim which Licensee believes falls within the scope of the foregoing paragraph. Licensee may, at its own expense, assist in the defense if it chooses; provided that the Subscription Provider shall control such defense and all negotiations relative to the settlement of any such claim; and further provided that the Subscription Provider shall not settle any claim without the Licensee’s prior written consent, which consent shall not be unreasonably withheld. IN NO EVENT SHALL ARAS OR AN ARAS CERTIFIED PARTNER BE LIABLE FOR ANY LOST OR ANTICIPATED PROFITS, OR ANY INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL, RELIANCE OR CONSEQUENTIAL DAMAGES, REGARDLESS OF WHETHER IT WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL ARAS’ OR AN ARAS CERTIFIED PARTNER’S LIABILITY UNDER THIS AGREEMENT EXCEED FEES FOR A SUBSCRIPTION PAID TO the SUBSCRIPTION PROVIDER BY LICENSEE DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO A CLAIM FOR SUCH DAMAGES. B.3 PRICING, TERM AND TERMINATION. (a) The pricing and term of a Subscription shall be set forth in a purchase order (the “PO”) from Licensee. Unless otherwise permitted by the Subscription Provider, the minimum term for Subscription is two (2) years. The Subscription Provider may reject a PO if inconsistent with the foregoing terms. (b) The term of a Subscription shall commence upon the date specified in the PO and continue for the period specified in the PO (the “Initial Term”). (c) A Subscription shall be renewed at the Subscription Provider’s then current list price for additional one (1) year periods (a “Renewal Term”) unless the Licensee provides ninety (90) days advance written notice prior to the end of the Initial Term or the current Renewal Term of its intent to terminate the Subscription at the expiration of the current term. At the end of the Initial Term and each subsequent Renewal Term, the Subscription Provider and Licensee will review the then current and planned number of Authorized Users and the Subscription Provider will adjust the pricing for the Renewal Term based upon the results of such review (a “True-Up”). (d) Licensee may lock-in pricing for a Subscription and extend the time between True-ups by specifying in its PO a term, with respect to the Initial Term, of greater than two (2) years and, with respect to the Renewal Term, of greater than one (1) year. (e) The Subscription Provider and Licensee may, at each of their option and without further notice, immediately terminate a Subscription if the other party breaches its obligations under this Agreement and, where such breach is curable, such breach remains uncured for thirty (30) days following written notice of the breach. Upon such termination, (i) Licensee shall promptly pay any unpaid fee for the Subscription to the Subscription Provider; (ii) the Subscription Provider shall have no obligation to continue to provide the Services; and (iii) if Licensee terminates a Subscription based on a breach of contract by the Subscription Provider, the Subscription Provider shall pay Licensee a pro-rated refund of the fee paid for the current term of the Subscription. (f) In the event a Licensee does not renew a Subscription, Licensee may continue to use versions of the Licensed Software made openly available by Aras at no-charge. Nonetheless, use of any Licensed Software that is distributed as subscriber-only software must be terminated and those software programs removed from Licensee’s computer systems. C. PROFESSIONAL SERVICES C.1 SCOPE OF AGREEMENT. Licensee, from time to time, may engage obtain certain professional services (“Professional Services”) from either Aras or an Aras Certified Partner (the “Service Provider”) as set forth in a separate statement of work (“SOW”) executed by Licensee and the Service Provider. Professional Services may include, but are not limited to, installation, training, process consulting, development and/or implementation services (the “Work Product”). Except as otherwise specifically provided in an SOW, each SOW shall be governed by the terms of this Agreement. As a condition to the Service Provider’s obligations hereunder, Licensee must at all times: (a) in good faith cooperate with the Service Provider and provide access to such information, facilities, and equipment as may be reasonably required in order to provide the Professional Services, including, but not limited to, providing Licensee data, security access, information, and software interfaces to Licensee’s business applications; (b) provide such personnel assistance, as may be reasonably requested from time to time; and (c) carry out in a timely manner all other Licensee responsibilities set forth in the SOW. In the event of any delay in Licensee’s performance of any of the obligations set forth in (a), (b) or (c), or any other delays caused by Licensee, the Service Provider, may adjust its obligations and milestones set forth in the SOW as reasonably necessary to account for such delays. C.2 SERVICES. The Professional Services to be performed by the Service Provider under this Agreement, the rate of compensation to be paid by Licensee for such Professional Services, and any other terms applicable to such Professional Services shall be described an SOW. The Service Provider agrees to perform the Professional Services described in each SOW in accordance with the terms of this Agreement and the terms set out in the applicable SOW. C.3 TERM AND TERMINATION. Obligations of the parties with respect to Professional Services shall commence on the date indicated on a signed SOW and shall continue until terminated as provided in this subsection C.3. Professional Services may be terminated as follows: (a) If Licensee fails to make any payment due for Professional Services, and fails to cure such breach within ten (10) days after receiving written notice, then the Service Provider may immediately and without further notice cease providing Professional Services and declare all sums for Professional Services due, and to become due for Professional Services, immediately payable; (b) Except as set forth in subsection C.3(a) above, a party may terminate the Professional Services (i) in the event that the other party breaches any material obligations under this Agreement and SOW and such breach is not cured within thirty (30) days after the receipt of written notice of the alleged breach. C.4 RIGHTS TO INTELLECTUAL PROPERTY. Except as specified in a separate agreement with Licensee, the Service Provider shall retain any and all rights to ideas, inventions, developments and/or designs conceived or developed by it in connection with its performance of the Professional Services. Performance of the Professional Services pursuant to this Agreement shall not create any rights in Licensee with respect to the Licensed Software or any patents, trademarks, trade secrets and/or other intellectual property rights of Aras or Aras Certified Partners. C.5 LIMITED WARRANTY AND LIMITATION OF LIABILITY. Provided that Licensee has purchased Professional Services and is current in its payment for Professional Services, the following limited warranty and limitation of liability shall apply solely with respect to Professional Services: The Service Provider warrants that the Work Product will substantially conform to the specifications set forth in the SOW (the “Specifications”). The sole responsibility of the Service Provider shall be to correct or replace that portion of the Work Product which fails to conform to the Specifications; provided, however, that Licensee has reported in writing any defect or error within sixty (60) days of delivery (the “Review Period”) of the Work Product. The Service Provider shall have no liability if (i) Licensee modifies the Work Product without prior written consent; (ii) Licensee fails to give written notice of the non-conformance of the Work Product to the Specifications within the Review Period; or (iii) the failure of the Work Product to conform to the Specifications is caused in whole or part by persons other than the Service Provider, or by products, equipment or computer programs not licensed by the Service Provider or Aras, if not the Service Provider. THE EXPRESS WARRANTY SET FORTH IN THIS SUBSECTION C.5 IS THE ONLY WARRANTY GIVEN BY THE SERVICE PROVIDER WITH RESPECT TO PROFESSIONAL SERVICES OR THE WORK PRODUCT; THE SERVICE PROVIDER MAKES NO OTHER WARRANTIES, EXPRESS, IMPLIED OR ARISING BY CUSTOM OR TRADE USAGE, AND SPECIFICALLY DISCLAIMS THE WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE. THE SERVICE PROVIDER’S EXPRESS WARRANTY SHALL NOT BE ENLARGED, DIMINISHED OR AFFECTED BY, AND NO OBLIGATION OR LIABILITY SHALL ARISE OUT OF, THE SERVICE PROVIDER’S RENDERING OF TECHNICAL OR OTHER ADVICE OR SERVICE IN CONNECTION WITH ITS PERFORMANCE OF PROFESSIONAL SERVICES. IN NO EVENT SHALL THE SERVICE PROVIDER’S LIABILITY FOR PROFESSIONAL SERVICES OR THE WORK PRODUCT EXCEED THE FEES ACTUALLY PAID BY LICENSEE FOR THE WORK PRODUCT IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING NON-CONFORMANCE TO SPECIFICATIONS GIVING RISE TO SUCH CLAIM. C.6 INFRINGEMENT. During the term of this Agreement, if any portion of the Work Product is held by a court of competent jurisdiction to infringe any third party intellectual property rights, then the Service Provider will, at its expense and option: (i) obtain the right for Licensee to continue to use the Work Product consistent with this Agreement; (ii) modify the Work Product so that it is non-infringing; or (iii) replace the infringing component of the Work Product with a non-infringing component. The foregoing states the Service Provider’s sole liability, and Licensee’s exclusive remedy, in the event that any portion of the Work Product is held to infringe any third-party intellectual property right. D. GENERAL TERMS AND CONDITIONS (a) IN NO EVENT SHALL ARAS OR ANY ARAS CERTIFIED PARTNER BE LIABLE FOR ANY LOST OR ANTICIPATED PROFITS, OR ANY INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL, RELIANCE OR CONSEQUENTIAL DAMAGES, REGARDLESS OF WHETHER IT WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Except as set forth in subsections B.2 (provided you have purchased a Subscription and remain current in your payments for the Subscription) and C.5 (provided you have purchased Professional Services), the entire liability of Aras and any Aras Certified Partner, and your exclusive remedy under this Agreement, shall not exceed five dollars (US $5.00). (b) Either party may terminate this Agreement in the event that the other party admits in writing its inability to pay its debts generally as they become due, makes a general assignment for the benefit of creditors, institutes proceedings to be adjudicated a voluntary bankrupt, or consents to the filing of a petition of bankruptcy against it, is adjudicated by a court of competent jurisdiction as being bankrupt or insolvent, seeks reorganization under any bankruptcy act, or consents to the filing of a petition seeking such reorganization, or ceases to do business itself or through a successor. (c) Licensee may not reverse engineer, decompile, or disassemble the Licensed Software, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation. (d) Without prejudice to any other rights, Aras or any Aras Certified Partner may terminate this Agreement if Licensee fails to comply with the terms and conditions of this Agreement. In such event, Licensee must destroy all copies of the Licensed Software and all of its component parts. (e) If Licensee sues anyone over patents that it thinks may apply to the Licensed Software (including a cross-claim or counterclaim in a lawsuit), Licensee’s license to the Licensed Software shall end automatically. (f) Licensee, Aras and Aras Certified Partners agree to maintain the confidentiality of any proprietary information received by the other party including non-public technical and business information ("Confidential Information") for a period of two (2) years after the termination of this Agreement. Confidential Information shall not include publicly available or independently developed information. The receiving party of any Confidential Information of the other party agrees not to use said Confidential Information for any purpose except as necessary to fulfill its obligations and exercise its rights under this Agreement. The receiving party shall protect the secrecy of and avoid disclosure and unauthorized use of the disclosing party's Confidential Information to the same degree that it takes to protect its own confidential information and in no event less than reasonable care. After termination or expiration of this Agreement, each party shall return to the other party any Confidential Information of the other party received during the term of this Agreement. Notwithstanding the foregoing, the existence of this Agreement and the identity of the Licensed Software and the parties to this Agreement may be disclosed for business purposes by either party. Aras may also for business purposes, issue mutually agreed upon press releases, and distribute information, including Licensee’s name and logo and any endorsement by Licensee regarding its use of the Licensed Software. (g) Subsections A.2, A.3, B.2, C.4, C.5 and Section D shall survive any expiration or termination of this Agreement. (h) Licensee represents and warrants that Licensee shall not, directly or indirectly, export, re-export or transship products, technology or software in violation of any applicable U.S. export control laws and regulations or any other applicable export control laws of any country having jurisdiction over the parties or the transaction contemplated by this Agreement. (i) The Licensed Software and Documentation are deemed to be “commercial computer software” and “commercial computer software documentation,” respectively, pursuant to DFAR Section 227.7202 and FAR Section 12.212, as applicable. The rights of the United States Government to use, modify, reproduce, release, perform, display or disclose the Licensed Software and Documentation shall be governed by this Agreement. (j) In the event of any inconsistency between the terms of this Agreement and the terms of any PO, SOW or other communication, electronic or otherwise, from Licensee, the terms of this Agreement shall control. (k) This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts without regard to its conflicts of laws principles. All disputes arising out of this Agreement shall be subject to the exclusive jurisdiction of and venue in the Federal and State courts within Suffolk County, Massachusetts, U.S.A. Each party hereby irrevocably consents to the personal and exclusive jurisdiction and venue of these courts. The parties agree that, in the event that the Uniform Computer Information Transaction Act, any version thereof or a substantially similar law (collectively “UCITA”) is enacted as to be applicable to a party’s performance under this Agreement, said statute shall not govern any aspect of this Agreement, any license granted hereunder, nor any of the parties’ rights and obligations arising pursuant to this Agreement. The applicable law shall be the law as it existed prior to the enactment of UCITA. This Agreement is in the English language only, which language shall be controlling in all respects, and all versions of this Agreement in any other language shall not be binding on the parties hereto. All communications and notices to be made or given pursuant to this Agreement shall be in the English language. The United Nations Convention on Contracts for the International Sale of Goods is hereby excluded. (l) If any provision in this Agreement is invalid or unenforceable, that provision shall be construed, limited, modified or, if necessary, severed, to the extent necessary, to eliminate its invalidity or unenforceability, and the other provisions of this Agreement shall remain in full force and effect. (m) This Agreement and the use of the Licensed Software and Documentation provided hereunder are not assignable without the prior written consent of Aras. Any attempt at assignment by you, including by means of merger, acquisition, operation of law or otherwise, without such consent shall be null and void and of no force and effect. (n) If by reason of labor disputes, strikes, lockouts, riots, war, inability to obtain labor or materials, earthquake, fire or other action of the elements, accidents, governmental restrictions, appropriation or other causes beyond the reasonable control of a party hereto, either party is unable to perform in whole or in part its obligations as set forth in this Agreement, then such party shall be relieved of those obligations to the extent it is so unable to perform and such inability to perform shall not make such party liable to the other party. Neither party shall be liable for any loss, injury, delay or damages suffered or incurred by the other party due to the above causes. (o) This Agreement sets forth the entire understanding and agreement among Licensee, Aras and Aras Certified Partners and supersedes all proposals or communications, oral or written, between the parties relating to the subject matter of the Agreement. No modification of the Agreement shall be binding unless it is in writing and is signed by authorized representatives of the parties. (p) All fees and any other charges incurred hereunder are exclusive of all federal, state, municipal, and other governmental excise, sales, use, customs, value added, and other taxes, fees or duties now in force or enacted in the future. If Aras or an Aras Certified Partner is required to pay any such taxes, the taxes shall be billed to and paid by Licensee. Licensee agrees to pay on or before its due date all such taxes, fees, duties and charges which arise out of or in connection with this, but excluding taxes measured by Aras’ or an Aras Certified Partner’s net income.
1. 상기 사용권 계약에서, B. 구독, C. 전문 서비스에 관해서는 한국내에서 자이오넥스에서 제공합니다.
2. 주문서, 개별 계약을 체결하는 경우 위의 라이센스 계약에 우선하여 정의하는 것으로 합니다.
3. 문의 사항은
로 문의하시기 바랍니다