VERINT COMMUNITY FREE EDITION End User License … · verint community free edition end user license agreement !!! ! verint!on

VERINT COMMUNITY FREE EDITION End User License Agreement

VERINT SOCIAL EULA_REV2015_8 Page 1 VERINT PROPRIETARY AND CONFIDENTIAL INFORMATION

IMPORTANT-READ CAREFULLY: THE TERMS OF THIS END USER LICENSE AGREEMENT WILL GOVERN YOUR USE OF THE SOFTWARE. BY DOWNLOADING, INSTALLING, OR USING THE SOFTWARE, YOU (THE INDIVIDUAL OR LEGAL ENTITY) AGREE TO BE BOUND BY THE TERMS OF THIS END USER LICENSE AGREEMENT (“EULA”). IF YOU DO NOT AGREE TO THE TERMS OF THIS EULA, YOU MUST NOT DOWNLOAD, INSTALL, OR USE THE SOFTWARE.

The Verint Social Free Edition software is licensed, not sold. This EULA confers no title to or ownership in the Software and should not be construed as a sale of any rights in or to the Software. Even though a license fee is not paid for the use of Free Edition, it does not mean that there are no conditions for using the Software. Verint may terminate Your use of the Software if You do not comply with the EULA.

The Software under the Free Edition EULA is a limited, non-commercial version and does not represent a final product of Verint Social. Any functional peculiarities present in the Free Edition will not be a reason for You to obtain a refund of a purchased license. From time to time, Verint may in its sole discretion update or modify this EULA and in such event the replaced, modified, or updated version, including changes will be deemed this “EULA.” The most recent version of this EULA is located at http://telligent.com/eula. This EULA and the rights granted thereunder will last as long as You use the Software in compliance with the terms set forth in the EULA. YOU WILL BE REQUIRED TO ENTER INTO A SEPARATE LICENSE AGREEMENT IF YOU CHOOSE TO PURCHASE A FULL VERSION OF THE SOFTWARE.

1. DEFINITIONS

1.1 “Software” means the software, scripts, checkers, and other files comprising the Verint Social Free Edition software package distributed by Verint to You under this EULA; any authorization keys and passwords that Verint may deliver to You from time to time in order to operate the Software and carry out Your evaluation of it; all related user documentation, in written, electronic or other format, which describes the Software and its operation and which Verint makes generally available to its licensed customers for use with the Software (“Documentation“); and all updates and modifications to the foregoing items.

1.2 “Server” means the server hosted and run by you that enables use and administration of the Software and User account.

1.3 “Support” means any services provided to You by Verint, Verint Authorized Distributors, Resellers, and Verint authorized representatives in responding to email, telephone, or other inquiries related to maintenance, technical, or other support.

1.4 “User” means each individual user that registers to utilize the Software.

2. LICENSE GRANT

Subject to Your compliance with this EULA, Verint grants You a non-exclusive, limited, revocable, non-transferable twelve (12) month license to use the Software solely as follows:

(a) the Software must be installed on a validly licensed copy of an operating system;

(b) You must use the Software for legal purposes only and in compliance with all applicable laws, including, without limitation, copyright and data protection laws;

(c) the Software may be installed and used by You for the sole purpose of determining whether to purchase a license for a commercial version of the Software;

(d) the Software may be installed and used by You on one Server; and

(e) You may upgrade at any point to a newer version of the Software which resets the twelve (12) month license to use the Software.

(f) You may not exceed the restricted number of applications documented here http://telligent.com/free-edition-telligent-community/

3. CONDITIONS Even though a license fee is not paid for the use of Free Edition, it does not mean that there are no conditions for using the Software.

3.1 Restrictions. The Software is the proprietary information of Verint who retains exclusive title to its intellectual property rights in the Software. Your rights to the Software are limited to those expressly granted above and Verint reserves all rights not expressly granted in this Agreement. The rights granted to You above are conditional upon Your compliance with the following:

You will not and will not permit any third party to:

(a) sell, lease, license, distribute, sublicense, or otherwise transfer in whole or in part the Software or Documentation to any third party;

(b) decompile, disassemble, reverse engineer, or otherwise attempt to derive source code from the Software, in whole or in part;

(c) copy the Software;

(d) create, develop, license, install, use, or deploy any software or services to circumvent, enable, modify, or provide access, permissions, or rights which violate the technical restrictions of the Software as described in this EULA;

(e) translate, modify, or create derivative works based upon the Software;

(f) permit any use of or access to the Software by any third party;

(g) remove any product identification, proprietary, copyright, or other notices contained in the Software including the “Powered By Telligent Community image”;

(h) operate the Software on behalf of or for the benefit of any third party, including the operation of any service that is accessed by a third party, except that, for the purposes of this Section 3.1(h);


VERINT ON-‐PREMISES SOCIAL EULA_REV2015_8 Page 2 VERINT PROPRIETARY AND CONFIDENTIAL INFORMATION

(i) alter the contents of a hard drive or computer system to enable the use of the Software for an aggregate period in excess of the Evaluation Period for one license to the Software;

(j) place the Software onto a server so it is accessible via a public network with the intent to distribute the Software;

(k) use the Software in any manner somehow jeopardizing or violating Verint’s copyrights;

(l) delete, obscure, or in any manner alter any warning, notice (including but not limited to any copyright or other proprietary rights notice), or link that appears in the Software, including “Powered by Verint” notices.

You may use the Software to deliver hosted services to Your affiliates. All information gained must not be passed on to third parties nor be used for actions violating intellectual property law. This refers especially to the development, production and marketing of a program that is similar to the Software or its functions.

3.2 Decompilation. Notwithstanding the foregoing, decompiling the Software is permitted to the extent the laws of Your jurisdiction give You the express right to do so to obtain information necessary to render the Software interoperable with other software; provided, however, You must first request such information from Verint, provide all reasonably requested information to allow Verint to assess Your claim, and Verint may, in its discretion, either provide interoperability information to You, impose reasonable conditions, including a reasonable fee, on the use of the Software, or offer to provide alternatives to ensure that Verint’s proprietary rights in the Software are protected and to reduce any adverse impact on Verint’s proprietary rights.

3.3 Ownership. The Software, all copies and portions thereof, and all improvements, enhancements, modifications, and derivative works thereof, and all related intellectual property rights, are and will remain the sole and exclusive property of Verint. Your rights to use the Software will be limited to those expressly granted in this EULA. No other rights with respect to the Software or any related intellectual property rights are implied. You are not authorized to use (and will not permit any third party to use) the Software, Documentation, or any portion thereof except as expressly authorized by this EULA.

3.4 Third Party Components. The Software may contain other software or components that are either owned by a third party or in the public domain or offered under open source software licenses; and Verint has the right to provide such third party, open source, or public domain software and components to You for Your use in accordance with this Agreement. Verint will provide, or otherwise make available, to You any licenses available from such third party and You will exercise the rights licensed to it by the owners of the third-party software and/or components in accordance therewith, which will in no case be less than the rights required to allow You full use and enjoyment of the Software in accordance with the Documentation, if not for commercial purposes. Verint will make a listing of such third-party components used in the Software to You upon written request. For the Use of the Commercial Features for any

commercial or production purpose requires a separate license from Verint. “Commercial Features” means those features identified in the license table: http://telligent.com/buy-telligent-community/

4. APPROPRIATE CONDUCT; COMPLIANCE WITH LAW, AND VERINT POLICIES.

You agree that you are responsible for your own conduct and content while using the Software. You agree to use the Software only for purposes that are legal, proper, and in accordance with this EULA terms and any applicable policies or guidelines Verint may make available. By way of example, and not as a limitation, you agree that when using the Software, you will not:

(a) defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others;

(b) upload, post, email, transmit, or otherwise make available any unlawful content;

(c) upload, post, transmit, or otherwise make available any content that infringes any patent, trademark, copyright, trade secret or other proprietary right of any party, unless you are the owner of the rights, or have the permission of the owner or other legal justification to use such content;

(d) upload, post, email, transmit, or otherwise make available messages that promote pyramid schemes, chain letters, or disruptive commercial messages, or advertisements;

(e) download any file posted by another that you know, or reasonably should know, cannot be legally distributed in such manner;

(f) impersonate another person or entity, or falsify or delete any author attributions or proprietary designations or labels of the origin or source of content, software, or other material;

(g) interfere with or disrupt Verint services or servers or networks connected to Verint services, or disobey any requirements, procedures, policies, or regulations of networks connected to Verint services;

(h) use any robot, spider, site search/retrieval application, or other device to retrieve or index any portion of the Verint services, or collect information about users for any unauthorized purpose;

(i) submit content that falsely expresses or implies that such content is sponsored or endorsed by Verint;

(j) create user accounts by automated means or under false or fraudulent pretenses;

(k) promote or provide instructional information about illegal activities;

(l) promote physical harm or injury against any group or individual; or

(m) transmit any viruses, worms, defects, Trojan horses, or any items of a destructive nature.



5. PRIVACY AND YOUR PERSONAL INFORMATION

The Software for this Free Edition automatically communicates with a Verint website or domain for purposes such as checking product type, site URL, and number of users. Whenever the Software connects to a Verint website or domain, Verint’s privacy policy governs how Verint protects and uses this information. The policy is available at http://telligent.com/privacy-policy/. By downloading the Software, You agree to the use of Your data in accordance with Verint’s privacy policies.

6. FEEDBACK AND ANALYTICS

You may choose to, but are not required to, provide suggestions, data, feedback and other information to Verint, its subcontractors, or authorized partners regarding possible improvements in the operation, functionality, or use of the Software. You hereby grant to Verint, without charge, the right to use, copy, modify, and create derivative works of any such suggestions, data, feedback, and information solely for the purpose of: (a) improving the operation, functionality or use of its existing and future product offerings and commercializing such offerings; and (b) publishing aggregated statistics about software quality, provided that no data in any such publication can be used to specifically identify You, Your employer or Your software code.

7. TERM AND TERMINATION

7.1 Term. This EULA and the rights granted under this EULA will last as long as you use the Software in compliance with the terms set forth in the EULA.

7.2 Termination. Verint may terminate this EULA if you fail to comply with any of its terms and conditions. Upon termination or expiration of this EULA for any reason the trial license granted to You under this EULA will terminate automatically and You must immediately cease use of the Software and destroy all copies of the Software in your possession. Unless otherwise prohibited by law and without prejudice to Verint’s other rights or remedies, and without limiting the generality of the foregoing, Verint will have the right to terminate this EULA and the trial license granted hereunder immediately in the event that:

(a) You breach any of the license restrictions set forth in Section 2, or engage in, or participate with any third party in the unauthorized manufacture, duplication, reverse-engineering or distribution of any software of Verint (including the Software), or engage in any activities involving the Software that are prohibited by law; or

(b) you engage in the unauthorized use of any software of Verint (including the Software) or infringe upon any intellectual property right of Verint.

Sections 3.1, 3.3, 4, 8, 9, and 10 of this EULA will survive any such termination.

8. NO SUPPORT; DISCLAIMER OF WARRANTY.

Verint has no obligation to provide Support in connection with the Software unless a separate support agreement is purchased and established between You and Verint.

THE SOFTWARE IS PROVIDED ‘AS IS’ AND VERINT EXPRESSLY DISCLAIMS ANY WARRANTIES ASSOCIATED WITH OR RELATING TO THE SOFTWARE, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, OR FITNESS OF A PARTICULAR PURPOSE. VERINT DOES NOT WARRANT THAT THE SOFTWARE WILL BE ERROR-FREE OR WITHOUT INTERRUPTION, NOR THAT ANY ERRORS WILL BE CORRECTED. VERINT DOES NOT WARRANT OR ASSUME RESPONSIBILITY FOR THE ACCURACY OR COMPLETENESS OF ANY CONTENT CONTAINED WITHIN THE SOFTWARE. VERINT MAKES NO WARRANTIES RESPECTING ANY HARM THAT MAY BE CAUSED BY THE TRANSMISSION OF A COMPUTER VIRUS, WORM, TIME BOMB, LOGIC BOMB, OR OTHER SUCH COMPUTER PROGRAM. VERINT FURTHER EXPRESSLY DISCLAIMS ANY WARRANTY OR REPRESENTATION TO USERS OF THE SOFTWARE OR TO ANY THIRD PARTY. VERINT DOES NOT AND CANNOT MAKE ANY REPRESENTATIONS OR WARRANTIES ABOUT THE POSSIBLE OUTCOMES OR BENEFITS YOU MAY OBTAIN BY USING THE SOFTWARE. THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF THE SOFTWARE REMAINS WITH YOU. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY VERINT OR ITS AUTHORIZED REPRESENTATIVES WILL CREATE A WARRANTY. SHOULD THE LICENSED APPLICATION OR SERVICES PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU.

9. LIMITATION OF LIABILITY

9.1 Limitation of Liability. TO THE MAXIMUM EXTENT MANDATED BY LAW, IN NO EVENT WILL VERINT AND/OR ITS AND ITS AFFILIATES BE LIABLE FOR ANY LOST PROFITS OR BUSINESS OPPORTUNITIES, LOSS OF USE, LOSS OF REVENUE, LOSS OF GOODWILL, BUSINESS INTERRUPTION, LOSS OF DATA, OR ANY OTHER INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES UNDER ANY THEORY OF LIABILITY, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, PRODUCT LIABILITY, OR OTHERWISE. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE PRECEDING LIMITATION MAY NOT APPLY TO YOU. VERINT’S AND ITS AND ITS AFFILIATES’ LIABILITY UNDER THIS EULA WILL NOT, IN ANY EVENT, REGARDLESS OF WHETHER THE CLAIM IS BASED IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, EXCEED THE LICENSE FEES YOU PAID FOR THE SOFTWARE,



IF ANY. THE FOREGOING LIMITATIONS WILL APPLY REGARDLESS OF WHETHER YOU OR VERINT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

9.2 Further Limitations. Verint’s affiliates, subsidiaries, shareholders, employees, officers, and representatives will have no liability of any kind under this EULA and Verint’s liability with respect to any third party software embedded in the Software will be subject to Section 9.1.

10. GENERAL

10.1 Assignment. This EULA, and any of Your rights or obligations thereunder, may be transferred to another party provided the other party agrees to accept the terms and conditions of this EULA and You notify Verint in writing of the identity of the transferee. If You transfer any of Your rights or obligations thereunder in accordance with the foregoing sentence, You must at the same time either transfer all copies, whether in printed or computer-readable form, to the same party or destroy any copies not transferred, and certify the same to Verint, upon written request.

10.2 Waiver. The waiver of a breach of any provision of this EULA will not constitute a waiver of any other provision or any subsequent breach.

10.3 Severability. If any provision of this EULA is held to be illegal, invalid, or unenforceable, the provision will be enforced to the maximum extent permissible so as to affect the intent of the parties, and the remaining provisions of this EULA will remain in full force and effect.

10.4 Export Control; Government Regulations. You acknowledge that the Software is of United States origin, is provided subject to the U.S. Export Administration Regulations, may be subject to the export control laws of the applicable territory, and that diversion contrary to applicable export control laws is prohibited. You represent that: (a) You are not, and are not acting on behalf of, (1) any person who is a citizen, national, or resident of, or who is controlled by the government of any country to which the United States has prohibited export transactions; or (2) any person or entity listed on the U.S. Treasury Department list of Specially Designated Nationals and Blocked Persons, or the U.S. Commerce Department Denied Persons List or Entity List; and (b) You will not permit the Software to be used for, any purposes prohibited by law, including, any prohibited development, design, manufacture or production of missiles or nuclear, chemical, or biological weapons.

10.5 Choice of Law and Language. This EULA will be governed by the laws of the State of Delaware, USA, to the exclusion of the UN Convention on Contracts for the International Sale of Goods. You acknowledge that the headquarters of the Verint family of companies is located in Texas, and that the software licensed under this EULA and the related products marketed in connection with such software were in substantial part conceived, developed, or marketed by Verint personnel in the United States. Further, You

acknowledge, agree and stipulate that the laws of the United States bear a substantial relationship to this EULA and that the selection of Delaware law to govern, regardless of conflict of law principals, this EULA and the license of the Software is reasonable and appropriate, and You consent to the selection of such law to govern this EULA and the relationship of the parties. This EULA has been agreed to only in the English language, which version of this EULA will be controlling regardless of whether any translations of this EULA have been prepared or exchanged. All communications in connection with this EULA will be in the English language. Les parties ont demandé que cette convention ainsi que tous les documents qui s’y rattachent soient rédigés en anglais.

10.6 Jurisdiction and Venue. All disputes arising out of this EULA involving Verint will be subject to the jurisdiction of the federal or state courts of Northern Texas, with venue lying in Dallas County, Texas. YOU WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT YOU MAY HAVE TO TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS EULA.

10.7 Attorneys’ Fees and Costs. In the event of a dispute arising under this EULA, whether or not a lawsuit or other proceeding is filed, the prevailing party will be entitled to recover its reasonable attorneys’ fees and costs, including attorneys’ fees and costs incurred in litigating entitlement to attorneys’ fees and costs, as well as in determining or quantifying the amount of recoverable attorneys’ fees and costs. The reasonable costs to which the prevailing party is entitled shall include costs that are taxable under any applicable statute, rule, or guideline, as well as non-taxable costs, including, but not limited to, costs of investigation, copying costs, electronic discovery costs, telephone charges, mailing and delivery charges, information technology support charges, consultant and expert witness fees, travel expenses, court reporter fees, and mediator fees, regardless of whether such costs are otherwise taxable.

10.8 Third Party Rights. Other than as expressly set out in this EULA, this EULA does not create any rights for any person who is not a party to it, and no person who is not a party to this EULA may enforce any of its terms or rely on any exclusion or limitation contained in it.

10.9 Entire Agreement. This EULA and any amendments to this EULA, contain the entire agreement of the parties with respect to the subject matter of this EULA and supersede all previous or contemporaneous communications, representations, proposals, commitments, understandings, and agreements, whether written or oral, between the parties regarding this license agreement.

10.10 Contact Information. Please direct legal notices or other correspondence to Verint Americas Inc., 3000 Internet Blvd., Suite 200, Frisco, Texas, United States Attn: General Counsel. If You have any questions concerning this EULA, please send an email to [email protected], regarding line: VERINT LICENSE QUESTION.

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VERINT COMMUNITY FREE EDITION End User License … · verint community free edition end user license agreement !!! ! verint!on