GroupWise® 2012 SP2 GroupWise WebAccess/Messenger (Limited License) GroupWise Coexistence Solution for Exchange Novell® Software License Agreement PLEASE READ THIS AGREEMENT CAREFULLY. BY INSTALLING, DOWNLOADING OR OTHERWISE USING THE SOFTWARE, YOU AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE WITH THESE TERMS, DO NOT DOWNLOAD, INSTALL OR USE THE SOFTWARE AND, IF APPLICABLE, RETURN THE ENTIRE UNUSED PACKAGE TO THE RESELLER WITH YOUR RECEIPT FOR A REFUND. THE SOFTWARE MAY NOT BE SOLD, TRANSFERRED, OR FURTHER DISTRIBUTED EXCEPT AS AUTHORIZED BY NOVELL. This Novell Software License Agreement (“Agreement”) is a legal agreement between You (an entity or a person) and Novell, Inc. (“Novell”). The software product identified in the title of this Agreement for which You have acquired licenses, any media and accompanying documentation (collectively the “Software”) is protected by the copyright laws and treaties of the United States (“U.S.”) and other countries and is subject to the terms of this Agreement. Any update or support release to the Software that You may download or receive that is not accompanied by a license agreement expressly superseding this Agreement is Software and governed by this Agreement. If the Software is an update or support release, then You must have validly licensed the version and quantity of the Software being updated or supported in order to install or use the update or support release. The Software may include or be bundled with other software programs licensed under different terms and/or licensed by a licensor other than Novell. Use of any software programs accompanied by a separate license agreement is governed by that separate license agreement. Any third party software that may be provided with the Software is included for use at Your option. LICENSED USE Commercial Software. The following licenses apply to Your use of the Software depending on which product licenses You have purchased and whether You are current on maintenance for Your licenses. “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. GroupWise and GroupWise WebAccess/Messenger. You must acquire the applicable user license for each User of the Software. 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. The Software may only be used for Your own business operations. Provided that You comply with the above requirements, You are authorized to use an unlimited number of copies of the Software. GroupWise WebAccess/Messenger licenses are limited client use licenses and are restricted to a User with a mailbox that is used and marked as a limited client license mailbox. WebAccess and/or Messenger licenses cannot be used for a mailbox that has been accessed by the GroupWise client for Windows or Mac (grpwise.exe), GroupWise Notify (notify.exe), GroupWise Address Book (addrbook.exe), or a third-party plug-in to the GroupWise client API. GroupWise Coexistence Solution for Exchange. Coexistence is an optional technology provided with GroupWise that You must license separately on an annual subscription basis to enable utilization with supported versions of Exchange. You must acquire subscriptions for the total number of GroupWise Users or the total number of Exchange Users synchronized with Coexistence, whichever quantity is smaller. Use of Coexistence subscriptions is conditioned on being current on maintenance coverage for all of Your GroupWise licenses. Your Coexistence subscription and right to use the Coexistence technology terminates and You must uninstall from Your systems and discontinue use of Coexistence upon the earlier of (1) termination or expiration of maintenance coverage on Your GroupWise licenses, or (2) purchase of maintenance coverage for less than the total number of Your GroupWise licenses. If You have licensed GroupWise under an academic or school licensing program, then the reference to maintenance coverage in this paragraph refers to Your subscription coverage. eDirectory Software License. The quantity of licenses for the eDirectory software included with Your lawfully acquired licenses of the Novell GroupWise 2012 Software is equal to the greater of (1) the quantity of licenses You have lawfully acquired for the Novell GroupWise 2012 Software, or (2) 250,000 Users per company/entity. The foregoing eDirectory licenses are not upgradeable and are otherwise subject to the license agreement accompanying the eDirectory software. The foregoing eDirectory licenses are not upgradeable and are otherwise subject to the license agreement accompanying the eDirectory software. SLES® - Bundle Edition. Notwithstanding the license rights in the license agreement accompanying the copy of SUSE® Linux Enterprise Server product (SLES) You received with the Software, You agree to use SLES solely for the purpose of running the GroupWise 2012 Software and not as a general purpose operating system. Third Party Components. Additional terms applicable to Your use of the Software are found in the appendix attached hereto. Evaluation Software. If the Software is an evaluation version or is provided to You for evaluation purposes, then Your license to use the Software is limited solely to internal evaluation purposes and in accordance with the terms of the evaluation offering under which You received the Software and expires 90 days from installation (or such other period as may be indicated within the Software). Upon expiration of the evaluation period, You must discontinue use of the Software, return to an original state any actions performed by the Software, and delete the Software entirely from Your system. The Software may contain an automatic disabling mechanism that prevents its use after a certain period of time, so You should back up Your system and take other measures to prevent any loss of files or data. RESTRICTIONS License Restrictions. Novell reserves all rights not expressly granted to You. The Software is licensed for Your internal use only. You may not (1) reverse engineer, decompile, or disassemble the Software except and only to the extent it is expressly permitted by applicable law; (2) modify, alter, rent, timeshare, host or lease the Software or sublicense any of Your rights under this Agreement; or (3) transfer the Software or Your license rights under this Agreement, in whole or in part, without written permission by Novell. Suite Licenses. If Your license to use the Software is for a suite of products, then for each license only one user may use the products in the suite. The suite license does not allow use of individual products in the suite by multiple users if licensed on a user basis or multiple devices if licensed on a device or server basis. Upgrade Protection. If You purchased upgrade protection or maintenance under a Novell program for this Software, the upgrade protection or maintenance only entitles You to upgrades of the Software as a whole and does not entitle You to upgrades of any component programs or products bundled with the Software or any individual products included in a suite if the Software is licensed as a suite of products. You may separately purchase upgrade protection for individual components of the Software if permitted by the applicable Novell policies and programs. Upgrade Software. This section applies to You if You have purchased the Software based upon upgrade pricing. “Original Product” means the product from which You are upgrading. You are authorized to use the Software only if You are the authorized user of the Original Product and You meet the following conditions: (1) You have acquired the right to use the Software solely to replace the Original Product that You acquired legally and that is qualified to be upgraded with the Software under the Novell policies existing at the time You acquired the Software; (2) You installed and used the Original Product in accordance with the terms and conditions of the applicable license agreement; and (3) You will not sell or otherwise transfer possession of the Original Product. Support. Novell has no obligation to provide support unless You purchase an offering that expressly includes support services. If You make such a purchase and no separate agreement specifically applies to the support services, then the terms of this Agreement will govern the provision of such support services (“Services”). For more information on Novell's current support offerings, see http://www.novell.com/support. OWNERSHIP No title to or ownership of the Software is transferred to You. Novell and/or its licensors retain all right, title and interest in and to all intellectual property rights in the Software and Services, including any adaptations or copies thereof. You acquire only a conditional license to use the Software. LIMITED WARRANTY For ninety (90) days from Your date of purchase, Novell warrants that (1) any media on which the Software is delivered is free from physical defects; and (2) the Software will substantially conform to the documentation accompanying the Software. If the defective items are returned to Novell or if You report the nonconformity to Novell within ninety (90) days from the date of purchase, Novell will at its sole discretion either resolve the nonconformity or refund the license fees You paid for the Software. Any unauthorized use or modification to the Software voids this warranty. THE FOREGOING WARRANTY IS YOUR SOLE AND EXCLUSIVE REMEDY AND IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. (The foregoing warranty does not apply to Software provided free of charge. SUCH SOFTWARE IS PROVIDED “AS IS” WITHOUT ANY WARRANTIES OF ANY KIND.) Services. Novell warrants that any Services purchased will be supplied in a professional manner in accordance with generally accepted industry standards. This warranty will be effective for ninety (90) days following delivery of the Services. Upon any breach of this warranty, Novell’s only obligation is to either correct the Services so that they comply with this warranty or at its option refund the amount You paid to Novell for the portion of the Services that fail to comply with this warranty. As files may be altered or damaged in the course of Novell providing technical services, You agree to take appropriate measures to isolate and back up Your systems. THE SOFTWARE IS NOT DESIGNED, MANUFACTURED OR INTENDED FOR USE OR DISTRIBUTION WITH ON-LINE CONTROL EQUIPMENT IN HAZARDOUS ENVIRONMENTS REQUIRING FAIL-SAFE PERFORMANCE, SUCH AS IN THE OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION, COMMUNICATION, OR CONTROL SYSTEMS, DIRECT LIFE SUPPORT MACHINES, WEAPONS SYSTEMS, OR OTHER USES IN WHICH FAILURE OF THE SOFTWARE COULD LEAD DIRECTLY TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE. THE SOFTWARE IS ONLY COMPATIBLE WITH CERTAIN COMPUTERS AND OPERATING SYSTEMS. THE SOFTWARE IS NOT WARRANTED FOR NON-COMPATIBLE SYSTEMS. Call Novell or Your reseller for information about compatibility. Non-Novell Products. The Software may include or be bundled with hardware or other software programs or services licensed or sold by an entity other than Novell. NOVELL DOES NOT WARRANT NON-NOVELL PRODUCTS OR SERVICES. ANY SUCH PRODUCTS OR SERVICES ARE PROVIDED ON AN “AS IS” BASIS. WARRANTY SERVICE IF ANY FOR NON-NOVELL PRODUCTS IS PROVIDED BY THE PRODUCT LICENSOR IN ACCORDANCE WITH THE APPLICABLE LICENSOR WARRANTY. EXCEPT AS OTHERWISE RESTRICTED BY LAW, NOVELL DISCLAIMS AND EXCLUDES ANY AND ALL IMPLIED WARRANTIES INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT. NOVELL MAKES NO WARRANTY, REPRESENTATION OR PROMISE NOT EXPRESSLY SET FORTH IN THIS LIMITED WARRANTY. NOVELL DOES NOT WARRANT THAT THE SOFTWARE OR SERVICES WILL SATISFY YOUR REQUIREMENTS OR THAT THE OPERATION OF THE SOFTWARE OR SERVICES WILL BE UNINTERRUPTED. Some jurisdictions do not allow certain disclaimers and limitations of warranties, so portions of the above limitations may not apply to You. This limited warranty gives You specific rights and You may also have other rights which vary by state or jurisdiction. LIMITATION OF LIABILITY Consequential Losses. NEITHER NOVELL NOR ANY OF ITS LICENSORS, SUBSIDIARIES, OR EMPLOYEES WILL IN ANY CASE BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT, TORT, ECONOMIC OR PUNITIVE DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE OR SERVICES, INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, BUSINESS OR DATA, EVEN IF ADVISED OF THE POSSIBILITY OF THOSE DAMAGES. Direct Damages. IN NO EVENT WILL NOVELL'S AGGREGATE LIABILITY FOR DIRECT DAMAGES TO PROPERTY OR PERSON (WHETHER IN ONE INSTANCE OR A SERIES OF INSTANCES) EXCEED 1.25 TIMES THE AMOUNT PAID BY YOU FOR THE SOFTWARE OR SERVICES OUT OF WHICH SUCH CLAIM AROSE (OR $50 (U.S.) IF YOU RECEIVED THE SOFTWARE FREE OF CHARGE). The above exclusions and limitations will not apply to claims relating to death or personal injury. In those jurisdictions that do not allow the exclusion or limitation of damages, Novell's liability shall be limited or excluded to the maximum extent allowed within those jurisdictions. GENERAL TERMS Term. This Agreement becomes effective on the date You legally acquire the Software and will automatically terminate if You breach any of its terms. If the Software is provided to You on a subscription basis, then Your right to possess or use the Software will terminate at the end of the applicable subscription period. Upon termination of this Agreement or any applicable subscription period, You must destroy the original and all copies of the Software or return them to Novell and delete the Software from Your systems. Verification. Novell may, upon fifteen (15) days’ advance notice and at its expense, conduct an annual audit, during your normal business hours, of your use of the Software and Documentation to verify compliance with this Agreement. You agree to implement internal safeguards to prevent any unauthorized copying, distribution, installation, or use of, or access to, the Software. You further agree to keep records sufficient to certify your compliance with this Agreement, and, upon request of Novell, provide and certify metrics and/or reports based upon such records and accounting both numbers of copies (by product and version) and network architectures as they may reasonably relate to your licensing and deployment of the Software. You shall provide Novell or an authorized representative with access to records, hardware and employees in order to perform the audit. Upon Novell’s or its authorized representative’s presentation of their reasonable written commitment(s) 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 promptly acquire sufficient licenses to cover any shortage. If a material license shortage of 5% or more is found, you must reimburse Novell for the costs incurred in the audit and acquire the necessary additional licenses within 30 days without the benefit of any otherwise applicable discount. Benchmark Testing. This benchmark testing restriction applies to You if You are a software developer or licensor or if You are performing testing on the Software at the direction of or on behalf of a software developer or licensor. You may not, without Novell's prior written consent not to be unreasonably withheld, publish or disclose to any third party the results of any benchmark test of the Software. If You are a licensor of products that are functionally similar to or compete with the Software (“Similar Products”), or are acting on behalf of such a licensor, and You publish or disclose benchmark information on the Software in violation of this restriction, then notwithstanding anything to the contrary in the Similar Product's end user license agreement, and in addition to any other remedies Novell may have, Novell shall have the right to perform benchmark testing on Similar Products and to disclose and publish that benchmark information and You hereby represent that You have authority to grant such right to Novell. Open Source. Nothing in this Agreement shall restrict, limit or otherwise affect any rights or obligations You may have, or conditions to which You may be subject, under any applicable open source licenses to any open source code contained in the Software. Transfer. This Agreement may not be transferred or assigned without the prior written approval of Novell. Law and Jurisdiction. This Agreement is governed by the laws of the State of Utah, U.S. Any action at law relating to this Agreement may only be brought before the courts of competent jurisdiction of the State of Utah. If, however, Your country of principal residence is a member state of the European Union or the European Free Trade Association, this Agreement is governed by the laws of that country, and any action at law may only be brought before a court of competent jurisdiction of that country. Entire Agreement. This Agreement sets forth the entire understanding and agreement between You and Novell and may be amended or modified only by a written agreement agreed to by You and an authorized representative of Novell. NO LICENSOR, DISTRIBUTOR, DEALER, RETAILER, RESELLER, SALES PERSON, OR EMPLOYEE IS AUTHORIZED TO MODIFY THIS AGREEMENT OR TO MAKE ANY REPRESENTATION OR PROMISE THAT IS DIFFERENT FROM, OR IN ADDITION TO, THE TERMS OF THIS AGREEMENT. Waiver. No waiver of any right under this Agreement will be effective unless in writing, signed by a duly authorized representative of the party to be bound. No waiver of any past or present right arising from any breach or failure to perform will be deemed to be a waiver of any future right arising under this Agreement. Severability. If any provision in this Agreement is invalid or unenforceable, that provision will 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 will remain unaffected. Export Compliance. Any products or technical information provided under this Agreement may be subject to U.S. export controls and the trade laws of other countries. The parties agree to comply with all export control regulations and to obtain any required licenses or classification to export, re-export or import deliverables. The parties agree not to export or re-export to entities on the current U.S. export exclusion lists or to any embargoed or terrorist countries as specified in the U.S. export laws. The parties will not use deliverables for prohibited nuclear, missile, or chemical biological weaponry end uses. Please consult the Bureau of Industry and Security web page www.bis.doc.gov before exporting Novell products from the U.S. Please refer to http://www.novell.com/company/legal/ for more information on exporting Novell software. Upon request, Novell will provide You specific information regarding applicable restrictions. However, Novell assumes no responsibility for Your failure to obtain any necessary export approvals. U.S. Government Restricted Rights. Use, duplication, or disclosure by the U.S. Government is subject to the restrictions in FAR 52.227-14 (June 1987) Alternate III (June 1987), FAR 52.227-19 (June 1987), or DFARS 252.227-7013 (b) (3) (Nov 1995), or applicable successor clauses. Contractor/Manufacturer is Novell, Inc., 1800 South Novell Place, Provo, Utah 84606. Other. The application of the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded. © 1993, 2000-2013 Novell, Inc. All Rights Reserved. (032113) Novell and GroupWise are registered trademarks of Novell, Inc. in the United States and other countries. SLES and SUSE are registered trademarks of SUSE LLC in the United States and other countries. eDirectory is a trademark of NetIQ Corporation in the United States and other countries. All third party trademarks are the property of their respective owners. **************************************** APPENDIX THIRD PARTY COMPONENTS (Oracle) The Software contains viewer software licensed by Novell from Oracle America, Inc. (“Oracle”). For purposes of this addendum, the term “program” refers to the Oracle viewer software and related Oracle components. Oracle requires that You agree to the following terms regarding use of the program. Terms of Use 1) Your use the program is restricted to the scope of the Software and to Your internal business operations. You may permit Your agents, contractors, outsourcers and non-employee users to use the program on Your behalf for Your internal business operations, subject to the terms of the end user license agreement and provided that You are responsible for their use of the Software and compliance with the end user license agreement. Physical control and administrative control of the programs must remain with the legal entity that executed the end user license agreement. 2) You are prohibited from (a) transferring the program except for temporary transfer in the event of computer malfunction if the Software embeds the program in a physical device; (b) assigning, giving, or transferring the program or an interest in them to another individual or entity (and if You grant a security interest in the programs, the secured party has no right to use or transfer the programs). 3) Oracle or its licensor retains all ownership and intellectual property rights to the program. 4) You are prohibited from: (a) use of the program for rental, timesharing, subscription service, hosting, or outsourcing; (b) the removal or modification of any program markings or any notice of Oracle’s or its licensors’ proprietary rights; (c) making the programs available in any manner to any third party for use in the third party’s business operations (unless such access is expressly permitted for the specific program license); (d) reverse engineering (unless required by law for interoperability), disassembly or decompilation of the programs (the foregoing prohibition includes but is not limited to review of data structures or similar materials produced by programs); and (e) publication of any results of benchmark tests run on the programs. 5) You are required to comply fully with all relevant export laws and regulations of the United States and other applicable export and import laws to assure that neither the programs, nor any direct product thereof, are exported, directly or indirectly, in violation of applicable laws. The Software of the Uniform Computer Information Transactions Act is excluded. 6) You are hereby notified that the programs are subject to this restricted license and can only be used in conjunction with the Software. You are not permitted to modify the programs. At the termination of the end user license agreement, You will discontinue use and destroy all copies of the program and documentation. 7) You agree to permit Novell to audit Your use of the programs and report the audit results to Oracle or allow Oracle to perform the audit at Your cost. You agree to designate Oracle as a third party beneficiary of the agreement with respect to the programs. You may not require Oracle to perform any obligations or incur any liability not previously agreed to between Novell and Oracle. 8) To the extent permitted by applicable law, Oracle disclaims liability for (a) any damages, whether direct, indirect, incidental, special, punitive or consequential, and (b) any loss of profits, revenue, data or data use, arising from the use of the programs. 9) Some programs may include source code that Oracle may provide as part of its standard shipment of such programs, which source code shall be governed by the terms of the end user license agreement. Third party technology that may be appropriate or necessary for use with some Oracle programs is specified in the Software documentation or as otherwise notified. Such third party technology is licensed to You only for use with the program under the terms of the third party license agreement specified in the Software documentation or as otherwise notified and not under the terms of the end user license agreement. (February 2013)