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Home My WebLink AboutAGMT - Compellant Technologies, Inc 4111 • RECEIVED Cv JUN 2.02008 compellent • City Manager's Office End User License Agreement Compel lent Technologies, Inc. Software NOTICE TO USER: THIS IS A LEGAL AGREEMENT BETWEEN YOU, THE END -USER, AND COMPELLENT TECHNOLOGIES, MC. ("COMPELLER BY • INSTALLING OR USING THIS SOFTWARE, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS END -USER LICENSE AGREEMENT ( "EULA"), THAT YOU UNDERSTAND IT, AND THAT YOU AGREE TO BE BOUND BY ITS TERMS. IF YOU DO NOT AGREE TO THE TERMS OF THIS EULA, DO NOT • • INSTALL OR USE THIS SOFTWARE. I. License Grant. Subject to the terms and conditions of this EULA, Compellent hereby grants you a nonexclusive, nontransferable, limited license to use the copy of the software and any related documentation included therewith (collectively, the "Software"), without the right to sublicense the Software, solely for your internal use on a single system that is compatible with the Software. You may not, nor may you permit any third party to, loan, lease, distribute, transfer or make available the Software to any third party, nor modify or remove any proprietary rights notices in the Software, decompile, disassemble, reverse engineer or • otherwise attempt to create the source code for the Software. Except as necessary for the use of the Software, no copying of the Software, in whole or in part, is permitted. • 2. License Fee. You have paid or agree to pay the license fee for the Software as set forth in the documentation between you and Compellent related to the licensing and use of the Software. • 3. Ownership. Title to the Software is not transferred to you, and ovmership of all copies of; and all rights including all intellectual property rights in and to, the Software is and remains vested in Compellent, subject to the limited rights granted to you in this EULA. 4. Term and Termination. This EULA and the license granted to you to use the Software hereunder shall be terminated (i) by Component, at its option, if you materially breach any term of this EULA; or (ii) by you, at your option. Upon any termination, you shall promptly return the Software and any copies thereof in any form. Sections 3, 6, 7, 8 and 9 shall survive any termination. 5. Copyright. United States copyright laws and international treaty provisions protect the Software. Unauthorized use or copying of the Software, including Software that has been modified, merged, or included with other software, or of the written materials or documentation included with the Software is expressly prohibited, except as explicitly set forth in this EULA. Any copies that you are authorized to make pursuant to this EULA, must contain the same copyright and other proprietary notices that appear on or in the Software. 6. Confidentiality. You agree that the Software contains proprietary information, including trade secrets, know -how and confidential information, that is Compellent's exclusive property. During the term of this EULA and at all times after its termination, you shall maintain the confidentiality of this information and not sell, license, publish, display, distribute, disclose or otherwise make available this information to any third parry nor use such information except as authorized by this EULA or required by law. You agree not to disclose any such proprietary information concerning the Software, including any Bow charts, • logic diagrams, user manuals and screens, to any persons except for your employees without Compellent's prior written consent. 7. LIMITED WARRANTY AND WARRANTY DISCLAIMER. COMPELLENT WARRANTS FOR A PERIOD OF NINETY (90) DAYS AFTER PURCHASE THAT THE SOFTWARE WILL OPERATE SUBSTANTIALLY IN ACCORDANCE WITH THE DOCUMENTATION. SHOULD THE • SOFTWARE NOT SO OPERATE, YOUR EXCLUSIVE REMEDY, AND COMPELLENT'S SOLE OBLIGATION UNDER THIS WARRANTY, SHALL BE, AT COMPELLENT'S SOLE DISCRETION, REPLACEMENT OF THE SOFTWARE OR REFUND OF THE FEES PAID FOR THE SOFTWARE. EXCEPT AS EXPLICITLY PROVIDED HEREIN, THE SOFTWARE IS PROVIDED "AS 15" AND, TO THE MAXIMUM EXTENT PERMI 1 1hD BY LAW, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF NON - INFRINGEMENT, PERFORMANCE MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. COMPELLENT DOES NOT WARRANT THAT THE SOFTWARE OR ITS FUNCTIONS WILL MEET YOUR REQUIREMENTS, OPERATE WITHOUT INTERRUPTION OR BE ERROR FREE. • YOU BEAR ALL RISK RELATING TO YOUR USE OF THE SOFTWARE. 8. LIMITATION OF LIABILITY. IN NO EVENT WILL COMPELLENT OR ITS LICENSORS BE LIABLE FOR ANY LOST PROFITS OR OTHER DAMAGES, INCLUDING INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR ANY OTHER SIMILAR TYPE OF DAMAGES, ARISING OUT OF THIS AGREEMENT OR THE USE OF THE SOFTWARE. Some jurisdictions do not allow exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you. COMPELLENT'S TOTAL LIABILITY FOR ANY AND ALL CLAIMS RELATING TO OR ARISING OUT OF THIS AGREEMENT OR YOUR USE OF THE SOFTWARE, REGARDLESS OF FORM, SHALL NOT EXCEED THE AMOUNT OF THE LICENSE FEES PAIL BY YOU FOR THE USE OF THE SOFTWARE, NO ACTION ARISING OUT OF OR RELATED TO THIS AGREEMENT MAY BE BROUGHT BY YOU MORE THAN ONE (1) YEAR AFTER SUCH CAUSE OF ACTION HAS ARISEN. 9. General. This EULA (a) constitutes the entire agreement between the parties relating to the subject matter hereof and supersedes any prior negotiations, proposals, representations and agreements; (b) may only be changed by a writing signed by the parties specifically referencing this EULA; (c) shall be interpreted • in accordance with the laws of the State of Minnesota, U.S.A., excluding its choice of saw rules; and (d) is not assignable, in whole or in pan, by you. Any prohibited assignment is null and void. Failure by either party to enforce any term hereof shall not be deemed a waiver, The prevailing party in any action to enforce this EULA, shall be entitled to receive costs and expenses, including reasonable attorney's fees incurred in connection with such action. All claims arising out of or relating to this EULA shall be heard in an appropriate court sitting in Minneapolis, Minnesota, U.S.A. In the event any provision of this EULA is declared invalid, the remainder shall continue in binding effect. 10. !IS. Government Rights . The Software is conunercial computer software provided with RESTRICTED RIGHTS. Use, duplication or disclosure by the government or any agency thereof is subject to restrictions as set forth in (a) this agreement pursuant to DFARs 227.7202 -3(a); (b) subparagraph (c)( I Xii) of the Righls in Technical Data and Computer Software clause at DEARS 252.227 -7013; or (c) the Commercial Computer Software Restricted Rights clause at FAR 52.227 -19 subdivision (c)(I) and (2), as applicable. Unpublished -rights reserved under the Copyright Laws of the United States. Contract/Manufacturer 7625 Smetana Lane, Eden Prairie, MN 55344. Revision 999- 06/10/2008 1 Initial • • EXECUTED BY DULY AUTHORIZED REPRESENTATIVES OF THE PARTIES ON THE DATE(S) SHOWN BELOW, TO BE EFFECTIVE UPON ACCEPTANCE AND EXECUTION BY END USER. Co `pelt t rile o u�, s, Inc. City of Seal Bach, CA � Cke, 7 - Signature Signature Minn 1 ;o4 a av Cra Name Name / �� 2Q25 024 tans C: + Title Title lane, 12 6, I tt IO Date Date Revision 999- 06/10/2008 2