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Re: perforce SCM licensing issues



On Mon, Sep 17, 2007 at 12:26:18PM +0100, Sam Clegg wrote:
> "
> In principal, we also do not object to have Perforce binaries included
> in the non-free part of the debian distribution, as long as it is clear
> that you are the sole distributor and maintainer of the packages and
> Perforce is in no way liable for their content and support.
> "

>From the Perforce licensing policies, it's pretty clear that any
distribution of Perforce in non-free would require a special agreement
with Perforce, which can sort of be inferred from the fact that the
email you received says 'In principal'...

At the bottom of
http://www.perforce.com/perforce/doc.072/manuals/p4guide/index.html:

"
Perforce software and documentation is available from
http://www.perforce.com. You may download and use Perforce programs,
but you may not sell or redistribute them. You may download, print,
copy, edit, and redistribute the documentation, but you may not sell
it, or sell any documentation derived from it. You may not modify or
attempt to reverse engineer the programs.
"

The standard Perforce commercial EULA, from
http://www.perforce.com/perforce/contracts/commercial.pdf

                              PERFORCE End User License Agreement
      1. Introduction
      This is a License Agreement ("Agreement") between Perforce
Software, Inc., a California corporation
      ("Perforce"), and ________________________________________
("Customer"), in which Perforce
      grants Customer certain rights to use the software program
PERFORCE: The Fast Software
      Configuration Management System.
      2. Definitions
      A. "Program" shall mean the machine-readable object code of the
computer software program or
           programs described in the Program Description attached as
Attachment A to this Agreement, and
           such additional Releases of such programs as shall be made
available by Perforce to Customer
           from time to time.
      B. "Release" shall mean any version of a Program or any
materials which are made commercially
           available by Perforce at or after the delivery of a
Program, including any software provided for the
           purpose of improving the functions or performance of the
Program, expanding the capability or
           ease of operation of the Program, or for the purpose of
fixing errors in program logic, together
           with Documentation.
      C. "Documentation" shall mean the user manual(s) and any other
materials supplied or made
           available by Perforce for use with the Program.
      D. "Software" shall mean, collectively, the Program and the Documentation.
      E. "License File" shall mean an ASCII file containing an encoded
license string which enables the
           Program to operate in a specified configuration.
      F. "Delivery Date" shall mean the date that Perforce transfers
or allows Customer to transfer a
           License File for the Program to Customer's location by
electronic mail or file transfer over a
           network.
      G. "Effective Date" shall mean the date upon which both parties
have signed this Agreement.
      H. "License Fee" shall mean the fee for licensing the Program or
Programs specified in this
           Agreement.
      I.   "Software Support" shall mean support and maintenance
services for Programs described in
           Attachment B to this Agreement.
      J.   "Software Support Fee" shall mean that applicable annual
fee due for Software Support in
           accordance with Section 7 of this Agreement.
      K. "Per Human Being" shall describe that form of software
license which restricts the licensed
           software to being used by a specified maximum number of
individual users, irrespective of
           whether such use is concurrent.
      L. "Platform" shall mean the combination of a particular type of
computer and a particular operating
           system, or version of an operating system.
      M. "Initial Term" shall mean one (1) year from the Delivery Date.
      N. "Renewal Term" shall mean any terms subsequent to the Initial
Term as defined in Paragraph
           10(A).
Perforce End User License Agreement
                               Page 1
2007-09-07
      3. Items Provided by Perforce
      A. Perforce shall furnish Customer with the Software, as it is
described in Attachment A. Program
           will be made available to be downloaded in machine-readable
object code form by electronic file
           transfer. The Documentation will be delivered
electronically as machine readable text files
           suitable for printing. Customer may copy, print, or
reproduce the Documentation without
           restriction, provided that all copyright and other
proprietary notices are reproduced substantially
           similar to the originals.
      B. Perforce shall furnish to Customer one copy of the Program
modules for each computer on which
           it is to run as designated in Attachment D.
      C. Perforce shall furnish to Customer a License File which will
enable the Program to operate in the
           configuration specified in Attachment D.
      D. Customer acknowledges and agrees that it has independently
verified that the Software is
           appropriate for the purposes for which Customer intends to
use it, and that Customer did not rely
           upon any skill or judgment of Perforce in such selection.
      4. Grants of License
      A. In consideration of Customer's one-time payment of the
License Fee, Perforce grants to Customer
           a world-wide non-exclusive license for Customer's employees
and contractors to install and use
           the Software for Customer's own direct internal business
use in the configuration specified in
           Attachment D.
      B. The license granted in paragraph 4(A) above shall expire 60
days from the Delivery Date if
           Perforce has not received the License Fee. When the license
expires for this reason, the Program
           will cease to function. Such cessation of functionality is
by design, and is not a defect in the
           Program. In this event, Perforce will restore the Program
to functionality on the first business day
           following the day upon which Perforce receives the License Fee.
      C. Customer may make any additional copies of the Software to
the extent necessary for use of the
           Program. In addition, Customer may copy the Software for
archival or backup purposes. Customer
           shall reproduce and include copyright or other proprietary
notices on any copies in substantially
           the same form as appears in or on the original copies
provided to Customer.
      D. The Program is configured by Perforce to support the number
of users specified in Attachment D.
           The Program is licensed on a Per Human Being basis, with
the maximum number of users
           permitted to use the server being that quantity specified
in Attachment D. Customer understands
           that the Program enforces this limitation, and that any
failure of the Program to perform in
           conformance with the Documentation in response to users in
excess of the number specified in
           Attachment D is not a defect in the Program.
      E. Perforce hereby reserves all rights in and to the Software
that are not specifically granted by this
           License Agreement.
      5. Software Support
      A. In consideration of Software Support Fees paid by Customer,
Perforce will provide Software
           Support as described in Attachment B. The Software Support
Fee for the Initial Term is included
           in the License Fee.
      B. During the Initial Term, and any Renewal Terms for which
Customer has paid Software Support
           Fees, Perforce will supply, or make available, at no
additional charge to Customer, any new
           Releases.
Perforce End User License Agreement
                                 Page 2
2007-09-07
      6. Delivery Schedule
      A. Perforce shall deliver or make available to Customer via
electronic distribution the items to be
           furnished under Section 3 of this Agreement upon receipt
from Customer of a bona fide purchase
           order or payment or combination thereof representing the
full License Fee.
      7. License and Software Support Fees
      A. License Fees. The one-time License Fee is based on the total
number of users the Program is
           configured to support, in accordance with the pricing
schedule set forth in Attachment C. The
           License Fee covers Customer's installation, copying, and
use of the Software.
      B. Software Support Fees. The License Fee includes the Software
Support Fee for the Initial Term
           of this Agreement. If Customer elects to purchase Software
Support for any subsequent Renewal
           Terms, then the Software Support Fee due for such Renewal
Terms shall be the support fee which
           Perforce charges its new customers as of the date Perforce
receives Customer's purchase order for
           support renewal. Payment of Support Renewal Fees must be
received by Perforce no later than
           thirty (30) calendar days following the end of the current
Initial Term or Renewal Term; if it is
           not, Perforce may, at its sole discretion, impose a 10%
support reinstatement surcharge on the
           Software Support Fee.
      C. Additional users. Customer may increase the number of users
the Program is configured to
           support, by paying an additional one-time License Fee for
each additional user. For the Initial
           Term of this Agreement, the additional License Fee shall be
in accordance with the pricing
           schedule in Attachment C. For any Renewal Terms, the
additional License Fee shall be the then-
           current License Fee Perforce charges its new customers. In
either case, the Support Fee portion of
           the additional License Fee will be pro-rated down so as to
extend only to the anniversary of the
           Delivery Date.
      D. Per Human Being licensing. It is the intention of the parties
that the License Fee is paid on a Per
           Human Being basis, as described in Sections 2(K) and 4(D)
of this Agreement. The parties
           acknowledge that it is possible for one human to log onto
two systems at a site, resulting in the
           appearance of two users, although the parties intend that
Customer pay for only one license in
           such case.
      8. Warranties and Indemnification
      A. Perforce warrants that Perforce has the legal right to grant
Customer the license as set out in this
           Agreement, and that the Software does not infringe any
third party intellectual property or other
           rights.
      B. Perforce warrants that there are no pending or threatened
lawsuits concerning any aspect of
           Software and that Software has not been published in such a
way as to lose any of its copyright
           protection.
      C. Perforce warrants that Program is in substantial compliance
with the Program specifications and
           descriptions referred to in Attachment A and the
Documentation; provided, however, that Perforce
           shall not be liable under this warranty if Customer has
failed to incorporate all upgrades provided
           to Customer by Perforce.
      D. Perforce's liability under the warranties set forth in
clauses A, B, and C of this Section 8 is limited
           to the License and Software Support Fees paid to Perforce
by Customer under this Agreement.
Perforce End User License Agreement
                                 Page 3
2007-09-07
      E. DISCLAIMER OF WARRANTIES. WITH THE EXCEPTION OF THE WARRANTIES SET
           FORTH ABOVE, PERFORCE PROVIDES NO WARRANTY WHATSOEVER ON ANY
           PROGRAM HEREUNDER, EXPRESS, IMPLIED OR OTHERWISE. EXCEPT FOR THE
           WARRANTIES SET FORTH ABOVE, PERFORCE DISCLAIMS ALL WARRANTIES,
           EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES WITH
           RESPECT TO THE PROGRAM, AND ANY WARRANTY OF MERCHANTABILITY OR
           FITNESS FOR A PARTICULAR PURPOSE.
      F. NO CONSEQUENTIAL DAMAGES. EXCEPT AS SET FORTH IN PARAGRAPHS 8(G)
           AND 13(F) BELOW, NEITHER PARTY WILL BE LIABLE UNDER THIS AGREEMENT
           UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR
           EQUITABLE THEORY FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR
           CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS AND
           LOSS OF PROFITS), EVEN IF IT HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH
           DAMAGES.
      G. Notwithstanding any other provision of this Agreement,
Perforce shall defend, indemnify and hold
           harmless Customer and its officers, directors,
shareholders, employees, accountants, attorneys,
           agents, affiliates, subsidiaries, successors and assigns
against any claim or threat of claim that the
           Software infringes any intellectual property right of any
third party. Perforce shall pay the court
           costs, legal fees and litigation expenses as they are
incurred, and any damages finally awarded or
           settlement agreed upon, resulting from any such claim or
threat of claim, provided that Customer
           (i) promptly gives Perforce written notice of any such
claim, (ii) gives Perforce full authority to
           defend any such claim, and (iii) provides Perforce with all
information and assistance Perforce
           requests in connection with such defense.
      H    If a temporary or permanent injunction is obtained against
the use of any part of the Software for
           the reason that it infringes any third party's intellectual
property rights, Perforce shall, at its option
           and expense, either (i) procure for Customer the right to
continue to use the Software, or (ii)
           modify the Software so that it becomes non-infringing. If
Perforce selects the second option,
           Perforce's obligation to keep the Software in substantial
compliance with the Documentation shall
           remain unaffected.
      I.   EXCLUSIVE REMEDY.                  THE PROVISIONS OF THIS
SECTION 8 STATE THE
           EXCLUSIVE LIABILITY OF PERFORCE, AND THE EXCLUSIVE REMEDY OF
           CUSTOMER, WITH RESPECT TO ANY CLAIM OF PATENT, COPYRIGHT, OR TRADE
           SECRET INFRINGEMENT.
      9. Intellectual Property
      A. Customer acknowledges and agrees that it obtains no ownership
rights in the Software under the
           terms of this Agreement, and that Perforce has and retains
all right, title, interest and ownership in
           and to the Software, and in any copies or updates of the
Software whether made by Customer or
           Perforce.
      B. The Software constitutes proprietary information and trade
secrets of Perforce, whether or not any
           portion of the Software is or may be the subject of a valid
copyright or patent.
      C. Customer may not alter any proprietary markings on the
Software, including copyright, trademark,
           trade secret, and patent legends.
      D. Any authorized copies of the Software made by Customer shall
contain a reproduction or
           equivalent of the copyright notice or other proprietary
markings appearing on the Program and
           Documentation delivered by Perforce.
      E. Customer may not decompile, disassemble, or reverse engineer
the Program.
Perforce End User License Agreement
                                      Page 4
2007-09-07
      F. Perforce shall retain the copyright to all enhancements to
the Software.
      10. Term and Termination
      A. The Initial Term and each subsequent Renewal Term of the
Agreement shall be renewed
           automatically for subsequent one-year terms ("Renewal
Terms") unless either party notifies the
           other in writing, at least thirty (30) days prior to the
expiration of the current Initial or Renewal
           Term, of its intent to cancel the renewal. The renewal of
this Agreement pursuant to this provision
           shall not be considered a renewal of Customer's Software
Support for the Renewal Term; Software
           Support must be expressly renewed by Customer as set forth
in Paragraph 7(B) of this Agreement.
      B. Either party shall have the right to terminate this Agreement
in the event that the other party
           breaches its obligations under sections 9, 10, or 12 of
this Agreement. Intent to terminate shall be
           made by a written notice setting forth the details of the
breach. Termination shall become effective
           thirty (30) days from the date that the notification of
intent to terminate was given, unless the
           breaching party has corrected the breach prior to the end
of that thirty (30) day period.
      C. If this Agreement is terminated by Perforce pursuant to
Paragraph 10(B), Perforce may, at its sole
           discretion, revoke the license granted under Paragraph 4(A)
of this Agreement. If Perforce notifies
           Customer in writing that its License has been revoked,
Customer shall, within fifteen (15) days of
           such notice, (i) discontinue all use of the Software and
(ii) certify to Perforce in writing that it has
           complied with the requirements of this Paragraph 10(C).
      D. Notwithstanding clause B above, either party shall have the
right to terminate this Agreement
           effective immediately if a petition of bankruptcy is
granted against the other party, the other party
           makes an assignment for the benefit of creditors, or the
other party admits to being unable to meet
           its obligations as they come due; and either party shall
have the right to terminate this Agreement
           effective immediately if a petition of bankruptcy is filed
by or against the other party and if such
           petition is not dismissed by the bankruptcy court within
sixty (60) days after its filing. Intent to
           terminate shall be made by a written notice to the party by
or against which bankruptcy is filed.
      E. Survival Provisions. The parties' rights and obligations
under Sections 2, 8, 9, 11, 12, and 13 of
           this Agreement survive any termination or expiration of
this Agreement. The parties' rights and
           obligations under Section 4 of this Agreement survive any
termination or expiration of this
           Agreement, except termination pursuant to Paragraph 10(B)
of this Agreement. Upon any
           termination or expiration of Agreement, all rights granted
by Perforce to Customer, except those
           mentioned in this paragraph, shall revert to Perforce.
      11. Arbitration and Mediation
      A. With the exception of Section 13(F) below, if any dispute
arises under the terms of this
           Agreement, the parties agree to select a mutually agreeable
neutral third party to help them
           mediate it. If the mediation is unsuccessful, the parties
agree that the dispute shall be decided by
           binding arbitration under the rules issued by the American
Arbitration Association. The decision
           of the arbitrator shall be final. Costs and fees (other
than attorneys fees) associated with the
           mediation or arbitration shall be shared equally by the
parties. Each party shall be responsible for
           its attorneys' fees associated with arbitration.
      12. Assignment and Delegation
      A. Neither party may sell, transfer, assign, delegate, or
subcontract any rights or obligations under
           this Agreement without the prior written consent of the
other party. Consent shall not be
           unreasonably withheld.
Perforce End User License Agreement
                                   Page 5
2007-09-07
      B. Notwithstanding clause A above, if a party sells or transfers
to a single entity all or substantially
           all of its business to which this Agreement relates, that
party may, without the other party's
           consent, assign or delegate its rights or obligations under
this Agreement to that entity.
      C. When an assignment or delegation is made pursuant to clause B
above, Perforce will provide a
           License File to the transferee upon receipt of copies of
properly executed documents which effect
           such assignment or delegation.
      13. General
      A. Applicable Law. This Agreement shall be construed pursuant to
substantive law of the State of
           California, excluding any choice of law rules.
      B. Taxes. Perforce shall be entitled to collect from Customer,
in addition to the other amounts payable
           under this Agreement, all local, state and federal excise,
sales, use, personal property, gross
           receipts and similar taxes (excluding payroll taxes and
taxes imposed on or measured by
           Perforce's net income) levied or imposed by reason of the
transactions under this Agreement.
           Customer shall, upon demand, pay to Perforce an amount
equal to any such tax(es) actually paid
           or required to be collected or paid by Perforce.
      C. Public Reference. Customer consents to the public use of its
name as a customer of Perforce,
           unless Customer notifies Perforce in writing that it
withholds such consent.
      D. Modification. This Agreement may not be modified or amended
except by written notice which
           is signed by authorized representatives of each of the parties.
      E. No Waiver. The failure of either party to exercise any right
or the waiver by either party of any
           breach, shall not prevent a subsequent exercise of such
right or be deemed a waiver of any
           subsequent breach of the same of any other term of the Agreement.
      F. Equitable Remedies. The parties recognize that money damages
may not be an adequate remedy
           for any breach or of any obligation hereunder by Customer
involving intellectual property or use
           of the Program beyond the scope of the license granted by
this Agreement. The parties therefore
           agree that in addition to any other remedies available
hereunder, by law or otherwise, Perforce and
           any third party from whom Perforce has licensed software or
technology may be entitled to seek
           injunctive relief against any such continued breach by
Customer of such obligations.
      G. Exclusive Jurisdiction and Venue. Any cause or action arising
out of or related to this
           Agreement, including an action to confirm or challenge an
arbitration award, may only be brought
           in the courts of applicable jurisdiction in California at
Alameda County, and the parties hereby
           submit to the jurisdiction and venue of such courts.
      H. Written Notice. Any written notice from one party to the
other required by this Agreement shall
           be deemed made on the date of mailing if sent by certified
mail or overnight courier and addressed
           to the address specified below. Written notice sent by any
other means shall be deemed made on
           the date it is received by the party to whom it is
directed. Notice sent by facsimile or by electronic
           mail shall not be deemed "written notice" as contemplated
by this Agreement.
      I.   Entire Agreement. This Agreement, including its
Attachments, constitutes the sole and entire
           agreement of the parties with respect to the subject matter
hereof and supersedes any prior oral or
           written promises or agreements. There are no promises,
covenants or undertakings other than
           those expressly set forth in this Agreement.
      J.   No Election of Remedies. The pursuit by either party of any
remedy to which it is entitled at any
           time shall not be deemed an election of remedies or waiver
of the right to pursue any other
           remedies to which it may be entitled.
Perforce End User License Agreement
                                  Page 6
2007-09-07
      K. Independent Contractors. Nothing in this Agreement shall be
deemed or construed by the
           parties or by any other entity to create an agency,
partnership or joint venture between Customer
           and Perforce.
      L. Severability. If any provision of this Agreement or any
Attachment hereto is held invalid or
           otherwise unenforceable, the enforceability of the
remaining provisions of this Agreement and the
           Attachments will not be impaired thereby.
      M. Government Regulations. In the event of any conflict between
the provisions of this Agreement
           and any statute of the United States government, or any
regulation of any agency of the United
           States government, the provisions of such statute or
regulation shall take precedence.
      N. Attachments. Attachments A, B, C, and D hereto are
incorporated into and made part of this
           Agreement.
        14. Signatures
      Perforce and Customer have read this Agreement and agree to be
bound by its terms, in witness
      whereof the authorized representatives of each party have
affixed their signatures below.
           Customer                                        Perforce
Software, Inc.
           _________________________________
_________________________________
           Signature                                       Signature
           _________________________________
_________________________________
           Name (Print or Type)                            Name (Print or Type)
           _________________________________
_________________________________
           Title                                           Title
           _________________________________
_________________________________
           Date                                            Date
                                                           Perforce's
mailing address:
           Customer's mailing address:
                                                           Perforce
Software, Inc
           _________________________________               2320 Blanding Avenue
                                                           Alameda, CA 94501
           _________________________________               USA
           _________________________________
           _________________________________
Perforce End User License Agreement
                              Page 7
2007-09-07
                               Attachment A: Program Description
      The Program to be delivered as per this Agreement, PERFORCE —
The Fast Software
      Configuration Management System, is a software configuration
management system, providing
      repository, versioning, change control, shared access,
integration, communication, auditing, and
      reporting services for groups of engineers, technicians and
managers developing, maintaining
      and releasing production software.
      The Program functions as described in the PERFORCE Users' Guide.
      Perforce maintains a published list of Platforms on which the
Program is supported.
      PERFORCE is a connection-based client/server system operating
across heterogeneous
      platforms. The Program version of PERFORCE is comprised of a
principal server program, p4d,
      one instance of which runs on a server machine and manages
access to the central repository, or
      "depot," in the Server Installation; and a principal client
program, p4, instances of which are
      invoked locally on each host machine containing a Client
Workspace. The Program also
      includes all other modules for which a link to either a user
manual or release notes is provided at
      any time on the "Documentation" page of Perforce's web site
(http://www.perforce.com/
      perforce/technical.html). Other utility, administration and
demonstration programs may be
      included as well.
      Typically each user will have his/her own dedicated client
installation, which contains copies of
      files from the repository at particular revisions. The server
comprises a request handler, a data
      manager and a file librarian. The data manager implements
database services and maintains a
      control meta-database describing the status and history of
versioned files in the depot and
      transactions against the depot. The librarian implements an
archive of versioned files. The
      request handler acts as an executive, sequencing actions and
managing communication with the
      client.
      PERFORCE provides a transactional change model based on atomic
submissions of multiple
      files as one transactional "change." PERFORCE provides a
mechanism for selectively
      maintaining synchronization of client work areas with the server
so that client installations can
      be reliably brought up to date. Once fetched, client files are
localized on the client.
      PERFORCE supports parallel development (branching) and
integration and reconciliation of
      parallel changes. PERFORCE provides for reporting from the depot
on the status of clients, file
      change histories, and work in progress.
Perforce End User License Agreement
                                Page 8
Attachment A
2007-09-07
                      Attachment B: Terms and Conditions of Support
      1. Services Provided
      In consideration of the Software Support Fee(s) paid by Customer
and Customer's agreement to
      meet the responsibilities set forth below, Perforce shall
provide to Customer the following
      Technical Assistance and Maintenance services:
           Technical Assistance
      A. Perforce shall assist Customer in diagnosing errors and
malfunctions which occur when the
           Program is used by Customer.
      B. Perforce shall provide support services to Customer to
attempt to correct diagnosed errors
           and malfunctions. Perforce is not responsible for errors or
malfunctions caused by any
           hardware or any third party operating system.
      C. All Technical Assistance shall be performed between 8:00 a.m.
and 5:00 p.m., Pacific Time,
           Monday through Friday, holidays excluded.
      D. Perforce will provide Technical Assistance by email or telephone.
      E. Perforce makes the following specific commitments to response
to requests for Technical
           Assistance from Customer:
           1.   to accept/acknowledge the support request via email or
phone within one (1) business
                day of receipt of request;
           2.   to inform Customer of current known status of the
problem and enter a Job Report in
                Perforce's tracking system when appropriate;
           3.   to provide a response within three (3) business days
detailing Perforce's analysis and/or
                assessment, including options and estimated time for resolution;
           4.   to make best effort, for bona fide defect or problem
report, to develop a software fix or
                workaround in a timely fashion;
           5.   for support calls identified by Customer as "urgent,"
to provide a proposed resolution
                or response within one (1) business day.
           Maintenance
      F. Perforce will make each Release of Program published during
the term of the Software
           Support Agreement available to Customer for download as
provided in Paragraph 3(A). All
           such downloads must be initiated by Customer. Perforce
shall make best efforts to provide
           Releases that implement corrections and shall make best
efforts to assist Customer in using
           the Program in a way that can avoid diagnosed errors,
malfunctions and defects.
      G. Customer is not entitled to receive any new software from
Perforce which Perforce does not
           deem to be a part of the Program. For example, Customer is
entitled to all updates and
           upgrades to the Program, but should Perforce release
another software package with related
           but different functionality under a different product name,
Customer would not be entitled to
           such software as an update or upgrade to the Program.
Perforce End User License Agreement
                                Page 9
Attachment B
2007-09-07
      H. Customer is entitled to download, at no additional cost,
versions of the Program for any
           additional Platforms available from Perforce as listed in
Perforce's published offering of
           products, provided that the aggregate configuration of
users supported among all servers
           does not exceed the Licensed Configuration.
      I.   From time to time, Perforce may choose to cease maintenance
of certain Platforms.
           Perforce will do this in two steps. First, the Platform
will be designated as "Obsolescent,"
           which means Perforce will make new Releases available for
that Platform only upon explicit
           customer request. No less than one year after being
designated "Obsolescent," the Platform
           will be designated as "Discontinued," which means Perforce
will no longer make new
           Releases available for that Platform at all. Platforms
shall be designated "Obsolescent" or
           "Discontinued" on Perforce's web site; it shall be
Customer's responsibility to check the
           web site for changes in designation of any given Platform.
      J.   The designation of a Platform as either "Obsolescent" or
"Discontinued" shall not affect
           Perforce's obligation to provide Technical Assistance as
set forth in paragraphs A through E
           of this section.
      K. Customer has the right to change the server IP addresses,
port numbers, and/or Platforms in
           the Licensed Configuration at no additional cost at any
time upon written notification to
           Perforce.
      2. Customer Responsibilities
      A. Customer will make its best commercially reasonable efforts
to keep current with the latest
           Release of Program provided by Perforce.
      B. Customer shall designate the appropriate number of
individuals as contact(s) for Software
           Support, as agreed by the parties. The total number of
contacts is not to exceed two (2)
           contacts per hundred (100) users. Customer has the right to
change the contacts at any time
           upon written notification to Perforce.
      C. In the event that Customer fails to meet its responsibilities
as set forth in the preceding two
           paragraphs, Perforce's sole remedy shall be that it may, at
its option, decline to provide
           technical support until Customer has complied.
Perforce End User License Agreement
                               Page 10
Attachment B
2007-09-07
                                   Attachment C: Price Schedule
      1. License Fees
      The License Fee is based on the number of users purchased under
this Agreement, according to
      the table below:
            Users 1 – 20:               $800 each
            Users 21 - 50:              $750 each
            Users 51 - 100:             $700 each
            Users 101 - 250:            $650 each
            Users 251 – 500:            $600 each
            Users 501 – 1,000:          $550 each
            Users in excess of 1,000:   $500 each
      Example: The total License Fees for an initial purchase of 30
users would be $800 each for the
      first 20 persons (i.e. $16,000) plus $750 each for the 21st
through 30th persons (i.e. $7,500), for
      a total of $23,500.
      2. Software Support Fees
      Initial Software Support Fees comprise $160.00 of the above
license fees at all price tiers.
      Support can be renewed for subsequent years, at the pricing then
in effect.
Perforce End User License Agreement
                               Page 11
Attachment C
2007-09-07
                        Attachment D: Licensed Platform Configuration
      The Licensed Configuration for
__________________________________ (Customer), detailing
      the specific Platforms for which the Program will be supplied
and to which this Agreement
      applies, is as follows:
         Server Licensing Information:
         Server IP Address:
___________________________________________________________
         Server port number:
___________________________________________________________
              (The IP address and port number are required in order to
prepare the License File.)
         Type of computer:
___________________________________________________________
         Operating System:
___________________________________________________________
         Number of Users:
___________________________________________________________
         Designated Technical Support Contact(s):
         Name: _____________________________________________________________________
         Title:
_____________________________________________________________________
         Email:
_____________________________________________________________________
         Phone:
_____________________________________________________________________
Perforce End User License Agreement
                           Page 12
Attachment D
2007-09-07


-- 
Andrew Donnellan <><
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