1. GRANT OF LIMITED LICENSE.
Subject to the terms of this agreement, CA hereby grants to Customer and its Users, which Users shall be limited to Customers employees and independent contractors (but excluding any outsourcer, facilities management providers or application service providers, and as described herein, a perpetual, non-exclusive and non-transferable license, without rights of sublicense, to access and use the CA Productivity Accelerator (hereinafter referred to as the “Licensed Program”) and related Courses and Materials, as such terms are defined in this agreement (hereinafter referred to as “Licensed Materials”) only with CA proprietary software product(s), for which product(s) Customer has a current license granted by CA and is identified as licensed for use with the Licensed Program in the Order Form. Title to and full ownership of the Licensed Program and Licensed Materials and the Work Product, including but not limited to copyright, patent, trade secrets, trademark and any other proprietary rights, shall be and remain the property of CA, and Customer shall have no rights or interests therein, except for the limited license granted in this Section 1. Customer shall be fully responsible to CA for the actions or inactions of its Users.
2. SPECIFIC LICENSE TERMS.
A. Developer User License.
A licensed Developer User is a named individual authorized by Customer to access and use the Licensed Program pursuant to the provisions of this ESA.
B. Primary User License.
A licensed Primary User is a named individual authorized by Customer to access and use the Licensed Materials pursuant to the provisions of this Attachment and this agreement.
C. Work Product License.
CA acknowledges and agrees that CA may, on request of Customer, or Customer may, perform modifications to the Licensed Materials, including any Documentation, materials, and other information created or provided by CA (hereinafter referred to as “Work Product”). Such Work Product shall be owned by CA and licensed to Customer hereunder. Any pre-existing data or other material of Customer used to create or contained within such modifications shall continue to be owned by Customer.
D. Customer’s use of the Licensed Program and Licensed Materials shall not exceed the number of licensed users identified in the “Licensed Users/QTY” column in the Order Form, as may be amended upon written agreement of the parties.
3. CUSTOMER REPORT.
Upon the anniversary date of this ESA, Customer shall provide to CA a written report stating the amount of Customer’s Developer Users and Primary Users. In the event that any such amount is greater than Customer’s applicable then current license, such report shall be accompanied by payment of any and all User fees due to CA in accordance with the provisions of the Order Form.
Subject to payment of applicable fees, maintenance services applicable to the Licensed Program and Licensed Materials that are accessed through Hosting services as described in this ESA, if applicable, would then be solely comprised of certain Course updates which may be developed by CA, from time to time, in response to ongoing development of CA’s software, in CA’s sole discretion and at the fees and the Term, and any renewal period thereof, all as set forth in the Order Form.
Upon expiration of the initial Term stated on the Order Form, unless CA or the Customer shall have given at least 30 days prior written notice of its election not to renew or unless otherwise agreed in writing, maintenance shall automatically renew for successive terms each equivalent to the initial Term on the same terms and conditions except that Customer shall pay CA’s then prevailing fees for maintenance.
The Licensed Program may be equipped with a program key file necessary for its operation or activation. CA shall email the Customer the program key file when the media is shipped to the Customer.
Unless stated otherwise, the license granted herein does not supersede any other license or agreement between Customer and CA all of which remain in full force and effect. Any previous quotation including any of the above Licensed Program and Licensed Materials is withdrawn.