EPI Internet Direct - Terms Of Use - ADDENDUM B: CUSTOMER LICENSE TERMS

Addendum B

EPI Internet Direct – Terms of Use

ADDENDUM B: CUSTOMER LICENSE TERMS
NOTICE REGARDING USE OF MICROSOFT SOFTWARE PRODUCTS

This document (“License”) concerns your use of certain Microsoft software products provided to you as a service by EPI Internet Direct, which includes computer software and may include associated media, printed materials, and “online” or electronic documentation (collectively “SOFTWARE PRODUCTS”).

EPI Internet Direct does not own the SOFTWARE PRODUCTS and the use thereof is subject to certain rights and limitations of which you need to be informed. Your right to use the SOFTWARE PRODUCTS as a service is pursuant to your agreement with EPI Internet Direct and is subject to your understanding of and compliance with the following terms.

1. DEFINITIONS

“Client Software” means software that allows a Device to access or utilize the services or functionality provided by the Server Software.
“Device” means each of a computer, workstation, terminal, handheld PC, pager, telephone, “smart phone,” or other electronic device.
“Server Software” means software that provides services or functionality on a computer acting as a server.
“Other Software” means the software described in Paragraph 14 (“Other Rights and Limitations”) below.

2. OWNERSHIP OF SOFTWARE PRODUCTS.

The SOFTWARE PRODUCTS are licensed to EPI Internet Direct from MSLI, GP (“Microsoft”), a Nevada general partnership and a wholly-owned subsidiary of Microsoft Corporation. All title and intellectual property rights in and to the SOFTWARE PRODUCTS (including but not limited to any images, photographs, animations, video, audio, music, text and “applets” incorporated into the SOFTWARE PRODUCTS) are owned by Microsoft or its suppliers. All title and intellectual property rights in and to the content which may be accessed through use of the SOFTWARE PRODUCTS are the property of the respective content owner and may be protected by applicable copyright or other intellectual property laws and treaties. Nothing herein grants you any rights to use such content.

3. USE OF SOFTWARE PRODUCTS.

You may only use the SOFTWARE PRODUCTS in accordance with the instructions, and in connection with the application services, provided to you by EPI Internet Direct. You are only authorized to remotely access the functionality of the SOFTWARE PRODUCTS except for certain Client Software and Other Software that may be installed on your Devices as expressly authorized by EPI Internet Direct. Other than such Client Software and Other Software, you may not install any other components of the SOFTWARE PRODUCTS on your Devices.

4. COPIES.

You may not make any copies of the SOFTWARE PRODUCTS; provided, however, that you may (a) install one (1) copy of certain Client Software on your Device as expressly authorized by EPI Internet Direct; and (b) you may install copies of certain Other Software as described in Paragraph 14 (Other Rights and Limitations) below. You must erase or destroy such Client Software and/or the Other Software upon termination of your agreement with EPI Internet Direct, upon notice from EPI Internet Direct or upon transfer of your Device to another person or entity, whichever first occurs. You may not copy the printed materials accompanying the SOFTWARE PRODUCTS.

5. LIMITATIONS ON REVERSE ENGINEERING DECOMPILATION AND DISASSEMBLY.

You may not reverse engineer, decompile, or disassemble the SOFTWARE PRODUCTS, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.

6. RENTAL.

You may not rent, lease, or lend or directly or indirectly transfer the SOFTWARE PRODUCTS to any third party.

7. TERMINATION.

Without prejudice to any other rights, EPI Internet Direct may terminate your rights to use the SOFTWARE PRODUCTS if you fail to comply with these licensing terms. In such event, you must cease using and destroy all copies of the SOFTWARE PRODUCTS and all of its component parts.

8. NO WARRANTIES, LIABILITIES OR REMEDIES BY MICROSOFT.

YOU AGREEMENT IS WITH EPI INTERNET DIRECT AND ANY WARRANTIES, ASSUMPTION OF LIABILITY FOR DAMAGES AND REMEDIES, IF ANY, ARE PROVIDED BY EPI INTERNET DIRECT AND NOT MICROSOFT.

9. PRODUCT SUPPORT.

Product support for the SOFTWARE PRODUCTS is provided to you by EPI Internet Direct and is not provided by Microsoft or its affiliates or subsidiaries.

10. NOT FAULT TOLERANT

THE SOFTWARE PRODUCTS MAY CONTAIN TECHNOLOGY THAT IS NOT FAULT TOLERANT AND IS NOT DESIGNED, MANUFACTURED, OR INTENDED FOR USE OR RESALE IN ENVIRONMENTS OR APPLICATIONS IN WHICH THE FAILURE OF THE SOFTWARE PRODUCTS COULD LEAD TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE.

11. EXPORT RESTRICTIONS.

You acknowledge that the SOFTWARE PRODUCTS are of U.S. origin. You agree to comply with all applicable international and national laws that apply to the SOFTWARE PRODUCTS, including the U.S. Export Administration Regulations, as well as end-user, end-use and destination restrictions issued by U.S. and other governments. For additional information, see http://www.microsoft.com/exporting/.

12. NOTE ON JAVA SUPPORT.

The SOFTWARE PRODUCTS may contain support for programs written in Java. Java technology is not fault tolerant and is not designed, manufactured, or intended for use or resale as online control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, aircraft navigation or communications systems, air traffic control, direct life support machines, or weapons systems, in which the failure of Java technology could lead directly to death, personal injury, or severe physical or environmental damage. Sun Microsystems, Inc. has contractually obligated Microsoft to make this disclaimer.

13. U.S. GOVERNMENT RIGHTS.

All SOFTWARE PRODUCTS provided to the U.S. Government pursuant to solicitations issued on or after December 1, 1995 is provided with the commercial rights and restrictions described elsewhere herein. All SOFTWARE PRODUCT provided to the U.S. Government pursuant to solicitations issued prior to December 1, 1995 is provided with RESTRICTED RIGHTS as provided for in FAR, 48 CFR 52.227-14 (JUNE 1987) or FAR, 48 CFR 252.227-7013 (OCT 1988), as applicable.

14. OTHER RIGHTS AND LIMITATIONS

For Commerce Server, Host Integration Server and Internet Security and Acceleration Server – Use of Redistributable Software (“SDK Software”). If included in the SOFTWARE PRODUCT, you may install and use copies of the SDK Software on one or more computers located at the your premises solely for the purpose of building applications that work in conjunction with the Server Software (“Applications”). You may modify the Sample Code (identified in the “samples” directories) to design, develop, and test your Applications, and may reproduce and use the Sample Code, as modified, on one or more computers located at your premises. You may also reproduce and distribute the Sample Code, along with any modifications you make thereto (for purposes of this section, “modifications” shall mean enhancements to the functionality of the Sample Code), and any other files that may be listed and identified in the REDIST.TXT file as “redistributable” (collectively, the “Redistributable Code”) provided that you agree: (1) to distribute the Redistributable Code in object code form and only in conjunction with your Application, which Application adds significant and primary functionality to the Redistributable Code; (2) not use Microsoft’s name, logo, or trademarks to market the Application; (3) to include a valid copyright notice in your name on the Application; (4) to indemnify, hold harmless, and defend Microsoft from and against any claims or lawsuits, including attorney’s fees, that arise or result from the use or distribution of the Application; (5) to otherwise comply with the terms of this License; and (6) that Microsoft reserves all rights not expressly granted.

For Small Business Server – General (excluding Microsoft SQL Server). Note Regarding Use of Redistributable Components. You may modify, reproduce and /or distribute the files listed in the REDIST.TXT file (collectively referred to as “Redistributable Components”) provided that you comply with the Modification and Distribution Terms listed in such REDIST.TXT file.

For Small Business Server – Microsoft SQL Server. Note Regarding the Use of Redistributable Components. You have the nonexclusive, royalty-free right to use, reproduce and distribute the Microsoft SQL Server Desktop Engine (“MSDE”) and the files listed in the REDIST.TXT contained in the SOFTWARE PRODUCT (collectively, the “Redistributable Code”), provided that you also comply with the following:

i. General Requirements. If you choose to redistribute any portion of the Redistributable Code, you agree:

A. to distribute the Redistributable Code in object code form and only in conjunction with and as part of a software application product developed by you that adds significant and primary functionality to the SOFTWARE PRODUCT (“Application”);

B. not to use Microsoft’s name, logo, or trademarks to market the Application;

C. to include a valid copyright notice in your name on the Application;

D. to indemnify, hold harmless, and defend Microsoft from and against any claims or lawsuits, including attorney’s fees, that arise or result from the use or distribution of the Application, and

E. to otherwise comply with the terms of this License.

You also agree not to permit further distribution of the Redistributable Code by your end users except you may permit further redistribution of the Redistributable Code by your distributors if they only distribute the Redistributable Code in conjunction with, and as part of, the Application and you and your distributors comply with all other terms of this License.

ii. Additional Requirements for MSDE. If you choose to redistribute MSDE, you also agree:

A. that your Application shall not substantially duplicate the capabilities of Microsoft Access or, in the reasonable opinion of Microsoft, compete with same; and

B. that unless your Application requires your customers to license Microsoft Access in order to operate, you shall not reproduce or use MSDE for commercial distribution in conjunction with a general purpose word processing, spreadsheet or database management software product, or an integrated work or product suite whose components include a general purpose word processing, spreadsheet, or database management software product except for the exclusive use of importing data to the various formats supported by Microsoft Access. Note: A product that includes limited word processing, spreadsheet or database components along with other components which provide significant and primary value, such as an accounting product with limited spreadsheet capability, is not considered to be a “general purpose” product.

For Microsoft SQL Server. Use of Redistributable Code. You have the nonexclusive, royalty-free right to use, reproduce and distribute the Microsoft SQL Server Desktop Engine (“MSDE”) and the files listed in the REDIST.TXT contained in the SOFTWARE PRODUCT (collectively, the “Redistributable Code”), provided that you also comply with the following:

i. General Requirements. If you choose to redistribute any portion of the Redistributable Code, you agree:

B. not to use Microsoft’s name, logo, or trademarks to market the Application;

C. to include a valid copyright notice in your name on the Application;

D. to indemnify, hold harmless, and defend Microsoft from and against any claims or lawsuits, including attorney’s fees, that arise or result from the use or distribution of the Application; and

E. to otherwise comply with the terms of this License.

ii. Additional Requirements for MSDE. If you choose to redistribute MSDE, you also agree:

A. that your Application shall not substantially duplicate the capabilities of Microsoft Access or, in the reasonable opinion of Microsoft, compete with same; and

For SMS Server. Installation – Client Software. You may install and use the Installer component of the Client Software (“SMS Installer”) only for the purpose of creating installation programs through the use of SMS Installer (“Setup Programs”). You may also use and modify the source code designated as “Sample Code” in the SAMPLES.TXT file for the sole purposes of designing, developing, and testing your Setup Programs. You may also install and use in object code form the Redistributable Components (as defined below), along with any modifications you may make to the Sample Code, only on Devices within your organization for a purpose other than creation of Setup Programs, provided that: (a) you reproduce and use the Redistributable Components only in conjunction with or as part of a Setup Program; (b) a valid SAL is acquired by EPI Internet Direct on your behalf for Microsoft Systems Management Server for each User that uses the Redistributable Components; and (c) you indemnify, hold harmless and defend Microsoft and its suppliers from and against any claims or lawsuits, including attorney’s fees, that arise or result from the use of your Setup Program or any software installed by your Setup Program. You do not have any other right to install or use SMS Installer. You may reproduce and distribute the files listed in the REDIST.TXT file (collectively referred to as “Redistributable Components”), along with any modifications you may make to the Sample Code, provided that you comply with the Distribution Terms listed in such REDIST.TXT file. Note that the Distribution Terms include, among other conditions, terms similar to those described above. Use of the Redistributable Components. You may reproduce and distribute the files listed in the REDIST.TXT file (collectively referred to as “Redistributable Components”), along with any modifications you may make to the Sample Code, provided that you comply with the Distribution Terms listed in such REDIST.TXT file. Note that the Distribution Terms include, among other conditions, terms similar to those described in subsections (a) – (c) of the Client Software note above.