stable/licenses/NetIQ-eDir-88

NetIQ(R)  eDirectory(R) 8.8 
NetIQ Modular Authentication Services (NMAS(tm))
NetIQ iManager, iMonitor, Certificate Server

End-User License Agreement 

IMPORTANT - READ CAREFULLY:

THIS CONSTITUTES A LEGAL AGREEMENT ("AGREEMENT") BETWEEN YOU (EITHER 
AN INDIVIDUAL OR A LEGAL ENTITY THAT WILL USE THE PRODUCT AND THAT 
YOU REPRESENT AS AN EMPLOYEE OR AUTHORIZED AGENT) AND NETIQ WITH 
RESPECT TO THE SOFTWARE IDENTIFIED HEREIN.  BY INSTALLING, COPYING, 
DOWNLOADING OR OTHERWISE ACCESSING THE SOFTWARE YOU AGREE TO BE 
BOUND BY THE TERMS OF THIS AGREEMENT.  IF YOU DO NOT AGREE TO THE 
TERMS OF THIS AGREEMENT, NETIQ IS UNWILLING TO LICENSE THE SOFTWARE 
TO YOU.  IN SUCH EVENT, YOU MAY NOT USE OR COPY THE SOFTWARE, AND 
YOU SHOULD PROMPTLY DESTROY ALL COPIES OF THE SOFTWARE AND 
ACCOMPANYING DOCUMENTATION ("DOCUMENTATION"), OR NOTIFY NETIQ TO 
OBTAIN INSTRUCTIONS ON RETURN OF THE UNUSED SOFTWARE IN ACCORDANCE 
WITH ITS RETURN POLICIES.

THE SOFTWARE IS PROTECTED BY COPYRIGHT LAWS AND INTERNATIONAL 
COPYRIGHT TREATIES, AS WELL AS OTHER INTELLECTUAL PROPERTY LAWS AND 
TREATIES.  THE SOFTWARE IS LICENSED, NOT SOLD.

1.	GRANT.  NetIQ Corporation ("NetIQ") hereby grants to You as 
licensee, a nonexclusive, nontransferable license, without right of 
sublicense, to install,  use and execute the software identified in 
the purchase documentation issued to You by NetIQ, together with any 
updates and modifications to the foregoing, if any, provided to You 
by NetIQ (collectively "Software").  The Software is licensed solely 
in machine readable object code format and solely for Your internal 
business use, in accordance with the terms of this Agreement, the 
Purchase Documentation, the Documentation accompanying this 
Software, and the applicable product use rights and restrictions 
("Product Use Rights") as set forth in the Product Use Rights 
Appendix which is hereby attached to this Agreement and incorporated 
by reference.

2.	EVALUATION USE.  In the event that the Software is licensed only 
for Evaluation Use, the terms of this paragraph shall apply.  Your 
license to use the Software commences on installation of the 
Software and, unless You and NetIQ agree to a different period, will 
terminate after a period of 30 days (the "Evaluation Period"). You 
may use the Software for an unlimited number of users and servers 
during the Evaluation Period.  At the end of the Evaluation Period, 
Your license to use the Evaluation version of the Software is 
automatically terminated.  You may not extend the time limits of the 
Software in any manner.  At the end of the Evaluation Period You 
agree to de-install the Software and if required by NetIQ, return 
all copies or partial copies of the Software or certify to NetIQ 
that all copies or partial copies of the Software have been deleted 
from Your computer libraries and/or storage devices and have been 
destroyed.  If You desire to continue Your use of the Software 
beyond the Evaluation Period, You must contact NetIQ to acquire a 
license to the Software for the applicable fee. EVALUATION SOFTWARE 
IS PROVIDED ON AN "AS IS" BASIS, WITHOUT WARRANTIES OR 
REPRESENTATIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED INCLUDING, 
WITHOUT LIMITATION, ANY WARRANTIES OR REPRESENTATIONS OF TITLE OR 
NON-INFRINGEMENT.

3.	RESTRICTIONS.  The rights granted herein are subject to the 
restrictions in the Product Use Rights Appendix applicable to the 
Software specified on Your Purchase Documentation and for which You 
have paid NetIQ a fee and the following additional restrictions: (i) 
You may not copy (except for back-up purposes), modify, port, adapt, 
translate, localize, reverse engineer, de-compile, disassemble or 
otherwise attempt to discover the source code of the Software, 
except and only to the extent that it is expressly permitted by the 
law in effect in the jurisdiction in which You are located 
notwithstanding this limitation; (ii) You may not create derivative 
works based on the Software; (iii) You may not remove any patent, 
trademark, copyright, trade secret or other proprietary notices or 
labels on the Software or Documentation; (iv) You may not transfer, 
lease, assign, sublicense, pledge, rent, share or distribute the 
Software or make it available for timesharing, service bureau or 
on-line use, unless previously agreed to in writing by NetIQ; and 
(v) You may not disclose the results of any performance, functional 
or other evaluation or benchmarking of the Software to any third 
party without the prior written permission of NetIQ.

4.	SOFTWARE.  If You receive Your first copy of the Software 
electronically, and a second copy on physical media, the second copy 
may be used for archival purposes only.  This Agreement does not 
grant You any right to receive, or any license to, any enhancement 
or update of the Software, or any other NetIQ software.

5.	TITLE.  The Software and Documentation are confidential and 
proprietary information of NetIQ and/or its suppliers.  Title, 
ownership rights, and intellectual property rights in and to the 
foregoing shall remain with NetIQ and/or its suppliers.  The 
Software and Documentation are protected by the copyright laws of 
the United States and international copyright treaties.  Title, 
ownership rights, and intellectual property rights in and to the 
content accessed through the Software are the property of the 
applicable content owner and may be protected by applicable 
copyright or other law.  This license gives You no rights to such 
content.  This license does not convey to You an interest in or to 
the Software, but only grants You a limited right of use, which may 
be revocable in accordance with the terms of this Agreement.

6.	DISCLAIMER OF WARRANTIES.  THE SOFTWARE IS PROVIDED TO YOU AS IS 
AND THERE ARE NO WARRANTIES, CLAIMS OR REPRESENTATIONS MADE BY NETIQ 
OR ITS SUPPLIERS, EITHER EXPRESS, IMPLIED, OR STATUTORY, WITH 
RESPECT TO THE SOFTWARE, INCLUDING WARRANTIES OR CONDITIONS OF 
TITLE, QUALITY, PERFORMANCE, NONINFRINGEMENT, MERCHANTABILITY, OR 
FITNESS FOR A PARTICULAR PURPOSE, NOR ARE THERE ANY WARRANTIES 
CREATED BY COURSE OF DEALING, COURSE OF PERFORMANCE, OR TRADE USAGE. 
NETIQ AND ITS SUPPLIERS DO NOT WARRANT THAT THE SOFTWARE WILL MEET 
YOUR NEEDS OR BE FREE FROM ERRORS, OR THAT THE OPERATIONS OF THE 
SOFTWARE WILL BE UNINTERRUPTED.  NETIQ AND ITS SUPPLIERS DO NOT 
WARRANT THE ACCURACY OF THE REPORTS GENERATED.  THE FOREGOING 
EXCLUSIONS AND DISCLAIMERS ARE AN ESSENTIAL PART OF THIS AGREEMENT 
AND FORMED THE BASIS FOR DETERMINING THE PRICE CHARGED FOR THE 
PRODUCTS.  SOME STATES DO NOT ALLOW EXCLUSION OF AN IMPLIED 
WARRANTY, SO THIS DISCLAIMER MAY NOT APPLY TO YOU.

7.	LIMITED WARRANTY ON PHYSICAL MEDIA.  NetIQ guarantees DVDs and CD 
ROMs provided as physical media of Software is free of physical 
defects for ninety (90) days from date of Your purchase.  Your only 
remedy of such defects is to return and exchange such physical 
media.  NetIQ is not responsible for defects caused by accidents, 
inappropriate or illegal use of the media.

8.	LIMITATION OF LIABILITY.  NetIQ and its suppliers' cumulative 
liability to You or any other party for any loss or damages 
resulting from any claims, demands, or actions arising out of or 
relating to this Agreement shall not exceed the license fee paid to 
NetIQ for use of the Software.

9.	EXCLUSION OF CONSEQUENTIAL AND OTHER DAMAGES.  NETIQ AND ITS 
SUPPLIERS WILL NOT BE LIABLE TO YOU OR ANY THIRD-PARTY CLAIMANT FOR 
ANY INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL, OR INCIDENTAL 
DAMAGES, WHETHER BASED ON CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR 
OTHER TORT, BREACH OF ANY STATUTORY DUTY, INDEMNITY OR CONTRIBUTION, 
OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  
SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY 
FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE LIMITATIONS OR 
EXCLUSIONS IN THIS PARAGRAPH MAY NOT APPLY TO YOU.

10.	PROVISO.  EACH OF THE DISCLAIMERS, LIMITATIONS AND EXCLUSIONS 
CONTAINED IN THE ABOVE PARAGRAPHS HEADED "DISCLAIMER OF WARRANTIES", 
"LIMITATION OF LIABILITY" AND "EXCLUSION OF CONSEQUENTIAL AND OTHER 
DAMAGES" APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW.

11.	SPECIAL PROVISIONS REGARDING OPEN SOURCE AND THIRD PARTY 
SOFTWARE.  The software may contain or be distributed with third 
party software covered by an open source software license ("Open 
Source Software") or other third party software ("Third Party 
Software") covered by a different license.  If Open Source Software 
is included the terms and conditions of this license do not apply to 
the Open Source Software.  If Third Party Software is included the 
terms and conditions of this license may not apply to Third Party 
Software.  Information concerning the inclusion of the Open Source 
Software and Third Party Software not covered by this license, if 
any, and the notices, license terms and disclaimers applicable to 
such software is contained in the About Box and/or 
ThirdPartySoftware.txt file or available on written request to NetIQ.

12.	TERMINATION.  Your license to use the Software continues until 
terminated.  This license will terminate automatically if You fail 
to comply with any term hereof.  No notice shall be required from 
NetIQ to effect such termination.  You may also terminate this 
Agreement at any time by notifying NetIQ in writing of termination.  
On termination, You must destroy all copies of the Software and 
remove and uninstall all files an copies of the Software from your 
information technology systems.  Your obligation to pay accrued 
charges and fees shall survive any termination of this Agreement.

13.	COMMUNICATION.  By registering or downloading this product, You 
make the registered e-mail address available to receive information 
about NetIQ and our products.  To remove Yourself from this mailing 
list, please visit: http://www.netiq.com/Account/lists.asp

14.	PAYMENT.  You are responsible for making full and timely payment 
for the Software license.  You shall pay all of NetIQ's reasonable 
fees, costs and expenses (including reasonable attorneys' fees) if 
legal action is required to collect outstanding balances.

15.	ASSIGNMENT.  Neither this Agreement nor any rights granted 
hereunder may be sold, leased, assigned, or otherwise transferred, 
in whole or in part, by You, whether voluntary or by operation of 
law.  Any such attempted assignment shall be void and of no effect 
without the prior written consent of NetIQ. 

16.	ENTIRE AGREEMENT.  This Agreement represents the complete 
agreement concerning this license and supersedes (i) all prior 
agreements and representations with respect to its subject matter; 
and (ii) prevails over any conflicting or additional terms of any 
order, acknowledgment, or similar communication between the parties. 
It may be amended only by a writing executed by both parties.

17.	SEVERABILITY.  If any provision of this Agreement is held to be 
unenforceable for any reason, such provision shall be reformed only 
to the extent necessary to make it enforceable.

18.	WAIVER.  The waiver by either party of any default or breach of 
this Agreement shall not constitute a waiver of any other or 
subsequent default or breach.

19.	GOVERNING LAW/JURISDICTION.  This Agreement shall be governed by 
and construed under  Washington law as such law applies to 
agreements between Washington residents entered into and to be 
performed within Washington, except as governed by Federal law.  If 
any term of this Agreement is inconsistent with any provision of the 
Uniform Computer Information Transactions Act ("UCITA"), as UCITA 
may be enacted in the state whose law applies, such term shall be 
enforced to the full extent allowed by law. 

20.	VERIFICATION.  Licensor has the right to verify Your compliance 
with this Agreement. You agree to:

A.   Implement internal safeguards to prevent any unauthorized 
copying, distribution, installation, or use of, or access to, the 
Software and associated maintenance;

B.   Keep records sufficient to certify Your compliance with this 
Agreement (including any Product Use Rights Appendix), and, upon 
request of Licensor, provide and certify metrics and/or reports 
based upon such records and account for both numbers of copies (by 
product and version) and network architectures as they may 
reasonably relate to Your licensing and deployment of the Software 
and associated maintenance; and

C.   Allow a Licensor representative or an independent auditor to 
inspect and audit Your computers and records, during Your normal 
business hours, for compliance with the licensing terms for 
Licensor's software products or associated maintenance. Upon 
Licensor's and auditor's presentation of their signed written 
confidentiality statement form to safeguard Your confidential 
information, You shall fully cooperate with such audit and provide 
any necessary assistance and access to records and computers. If an 
audit reveals that You have or at any time have had unlicensed 
installation, use of, or access to the Software, You will within 30 
days purchase sufficient licenses and/or subscriptions and 
associated maintenance to cover the volume and time period of any 
shortfall without benefit of any otherwise applicable discount.  If 
a material license shortfall of 5% or more is found, You must 
reimburse Licensor for the costs incurred in the audit.

21.	EXPORT LAW ASSURANCES.    You are responsible for complying with 
all trade regulations and laws both foreign and domestic.  You 
acknowledge that this Software may only be exported or re-exported 
in accordance with U.S. Government Export Administration 
Regulations.  Without authorization from the U.S. Government, You 
may not export or re-export the Software  (i) to any prohibited 
country, person, entity, or end-user as specified by U.S. export 
controls or (ii) for use in the design, development or production of 
nuclear, chemical, or biological weapons, or missile technology, or 
any other prohibited use.  You warrant and represent that neither 
the Bureau of Export Administration of the U.S. Commerce Department 
not any other U.S. Government entity or agency has suspended, 
revoked or denied, in whole or in part, Your export privileges.  For 
current information on U.S. export requirements and restrictions 
visit www.bis.doc.gov/.

22.	FORCE MAJEURE.  NetIQ and its suppliers shall not be liable in 
any respect for failures to perform hereunder due wholly or 
substantially to the elements, acts of God, labor disputes, acts of 
terrorism, acts of civil or military authority, fires, floods, 
epidemics, quarantine restrictions, armed hostilities, riots and 
other unavoidable events beyond the control of NetIQ or its 
suppliers, and the time for performance of obligations hereunder by 
NetIQ or its suppliers subject to such event shall be extended for 
the duration of such event.

23.	U.S. GOVERNMENT RESTRICTED RIGHTS.    By accepting delivery of 
or installing or using the Software, the U.S. Government or its 
prime contractor or subcontractor (at any tier) hereby agrees that 
notwithstanding anything to the contrary, and to the maximum extent 
possible under federal law : (a) the acquisition of such Software is 
governed by FAR Part 12 or DFAR 227.7202-4, as applicable and to the 
extent such provisions are consistent with this Agreement; (b) such 
Software qualifies as "commercial computer software" under the 
applicable procurement regulations; (c) any modifications provided 
by NetIQ in connection with such Software are either minor 
derivative modifications or are of a type generally available in the 
commercial marketplace; and (d) the U.S. Government will be bound by 
the commercial terms and conditions and restricted rights contained 
in this Agreement, and no other license terms shall be incorporated 
into this Agreement except by mutual written consent.

IF YOU ARE A LICENSEE IN EUROPE, THE MIDDLE EAST OR AFRICA, 
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, THE 
FOLLOWING TERMS APPLY TO YOU:

A.	NetIQ under this Agreement is NetIQ Europe Limited with its 
registered offices at Building 2, 2nd Floor, Parkmore East Business 
Park, Galway, Republic of Ireland. All references to "NetIQ", the 
licensor of NetIQ software, or NetIQ Corporation (or a subsidiary of 
NetIQ Corporation) shall refer to NetIQ Europe Limited.

B.	If the laws of the country in which You are located require that 
contracts be in the local language in order to be enforceable, the 
version of this Agreement that shall govern is the translated 
version of this Agreement in the local language that is produced by 
NetIQ within a reasonable time following Your written request to 
NetIQ.

C.	Section 5 (Title) shall not apply and instead the following shall 
apply:

"TITLE. NetIQ and its licensors own all the underlying intellectual 
property rights in and to the Software and Documentation.  The 
Software and Documentation are NetIQ's confidential protected by the 
copyright laws of the United States and international copyright 
treaties.  Title, ownership rights, and intellectual property rights 
in and to the content accessed through the Software are the property 
of the applicable content owner and may be protected by applicable 
copyright or other law.  This license gives You no rights to such 
content.  This license does not convey to You an interest in or to 
the Software, but only grants You a limited right of use, which may 
be revocable in accordance with the terms of this Agreement."

D.	The limitations of liability in this Agreement shall not exclude 
or limit NetIQ's liability for: (1) death or personal injury caused 
by its negligence or the negligence of its employees, agents or 
subcontracts, (2) breach of any implied terms as to title or quiet 
enjoyment of any Software supplied pursuant to this Agreement, or 
(3) fraudulent misrepresentation.

E.	Section 12 (Termination) above shall not apply and instead the 
following shall apply:

"TERMINATION. Your license to use the Software continues unless 
terminated as provided in this Section.  This license will terminate 
automatically if You fail to comply with any term hereof.  No notice 
shall be required from NetIQ to effect such termination.  On 
termination, You shall destroy all copies of the Software.  Your 
obligation to pay accrued charges and fees shall survive any 
termination of this Agreement."

F.	Section 13 (Communication) above shall not apply.

G.	Section 19 (Governing Law) above shall not apply and instead the 
following shall apply:

"GOVERNING LAW.  The Agreement is governed by the laws of the 
Republic of Ireland.  You hereby agree that for the benefit of 
NetIQ, and without prejudice to the right of NetIQ to take 
proceedings in relation hereto before any other court of competent 
jurisdiction, that the courts of Ireland shall have exclusive 
jurisdiction to hear and determine any suit, action or proceedings 
that might arise out of or in connection with this Agreement and for 
such purposes You irrevocably submit to the jurisdiction of such 
courts. Any arbitration provision above shall not apply."

H.	You acknowledge and agree that the benefits of certain provisions 
of this Agreement are expressed to be for NetIQ Europe Limited and 
NetIQ Corporation.  You further acknowledge that each and any of the 
foregoing shall be entitled in its or their own right to require by 
You the due performance of each such provision as aforesaid and to 
this end, that NetIQ Europe Limited is entering into this Agreement 
not only in its own right, but also as trustee and agent for NetIQ 
Corporation.

THE FOLLOWING APPENDIX IS INCORPORATED INTO THIS AGREEMENT BY 
REFERENCE.

NETIQ PRODUCT USE RIGHTS APPENDIX

COMMON TERMS - All Products

DEFINITIONS: As used in this appendix, "Software" means a specific 
NetIQ software product for which You have Purchase Documentation 
issued to You by NetIQ or NetIQ's agent. Unless defined in this 
appendix, capitalized terms have the meaning given in the parent 
Agreement. 

STANDARD TERMS: Use the Software family headers and the product 
and license type tags below to locate the Product Use Rights terms 
applicable to the Software. Your usage of the Software must be 
consistent with such terms and with the unit count on Your purchase 
documentation. Product use rights terms below for other license 
types or products do not apply to You. 	 

LIMITED USE RESTRICTIONS: Notwithstanding the standard terms 
below, Your rights may be limited by restrictions which were part of 
Your Software license acquisition. If such restrictions apply to 
Your license, then You must apply the restrictions in the broadest 
possible manner in interpreting Your product and license type rights 
below.

DEFINITIONS:

"User" means a user object in a single directory tree (or other 
class of object that contains data representing a person, such as 
objects containing credit card information or PIN numbers) that has 
(a) access or use rights to any portion of the Software, or (b) 
access or use rights to products (devices, hardware, or software) 
being managed by the Software, regardless of whether the user object 
is assigned to a person or device. User objects (or other classes of 
objects) representing the same person that are linked to each other 
within a single tree and/or linked across multiple trees count as 
only one User.

You must acquire a user license for each User. Each person who 
accesses or uses the Software must have at least one user object 
uniquely assigned to that person and access the Software through the 
user object. Provided that You comply with the above requirements, 
You are authorized to use an unlimited number of copies of the 
Software.

LICENSES:

NetIQ eDirectory.  You must acquire a user license for each User. 
Each person who accesses or uses the Software must have at least one 
user object uniquely assigned to that person and access the Software 
through the user object. Provided that You comply with the above 
requirements, You are authorized to use an unlimited number of 
copies of the Software.  Each user license for eDirectory includes a 
user license for NMAS.

NetIQ eDirectory Developer License.  As a convenience to developers 
developing products that interoperate with NetIQ eDirectory, the 30 
day limit on the evaluation period is removed. This modification 
applies solely to Your use of the NetIQ eDirectory 8.8 product for 
development and testing purposes.

NMAS License.  You must acquire a user license for each User. Each 
person who accesses or uses the Software must have at least one user 
object uniquely assigned to that person and access the Software 
through the user object. Provided that You comply with the above 
requirements, You are authorized to use an unlimited number of 
copies of the Software.

NetIQ iMonitor, NetIQ iManager, NetIQ Certificate Server.  You are 
authorized to install and use the Software identified in this 
paragraph internally within Your organization in connection with 
Your lawful use of eDirectory.

Novell(R) Internet Cryptographic Infrastructure (NICI).  You are 
authorized to install and use NICI internally within Your 
organization in connection with Your lawful use of eDirectory and 
subject to the Novell, Inc Software License Agreement applicable to 
NICI.

Staging License.  Provided that You are in compliance with the terms 
of this Agreement, You are authorized to use the Software in Your 
internal, non-production environment solely for testing purposes in 
a quantity equal to that of Your User commercial licenses.

END OF PRODUCT USE RIGHTS APPENDIX

NetIQ, NMAS and eDirectory are either trademarks or registered 
trademarks of NetIQ Corporation in certain jurisdictions.  Novell 
is a registered trademark of Novell, Inc. in the United States and 
other countries.

NetIQ Corporation
1233 West Loop South
Houston, TX 77027
U.S.A.

(081613)