Contracts
- Index
- End User License Agreement
- Master Terms
- Definitions
- TIBCO ISV Customer and SaaS Customer Terms
- Cloud Service
- Equipment Terms
- Consulting Services
- Maintenance
- Service Level Guide
- Partner Terms
- TIBCO Mashery Service Level Guide
- Contractor Controller to Controller Addendum
- Controller to Controller Short Form
- Supplemental Terms - Foresight
- Personal Data Addendum - Contractor Agreement
- Inbound/Vendor - Contractor Exhibit A - Attachments 1 and 2
- TIBCO Cloud Beta Agreement
- TIBCO Subprocessor List
- U.S. Services Supplement
- TIBCO GatherSmart EULA
- TIBCO Security Guidelines
- Supplemental terms - Perpetual Software License
- Supplemental Terms - Software Services
- Supplemental Terms - Term Software License
- Supplemental Terms - Subscription
- Source Code Escrow Data Sheet
- Maintenance
- TIBCO Software Donation License Agreement
- Federal EULA
- Additional Terms for TIBCO Lab Partners
- Additional Product Specific Terms
- Supplemental Terms - Reseller VAR
- Supplemental Terms - ISV Alliance Partners
- Mashery Definitions
- OEM Terms
- ibi EULA
- Cloud Computing Environment Policy
- TIBCO Processor Licensing Policy
- TIBCO Data Processing Terms
- Cloud Computing Environment Licensing Policy
Index
Version 1.8
Effective June 22, 2021
DownloadSummary of changes
Table of Contents
| Terms URL | Master Terms | Definitions and TIBCO Processor Licensing Policy | ISV/Saas Customer-Specific Terms | Cloud Service | Equipment | Consulting Services | Maintenance Terms | Service Level Guide | TIBCO Mashery Service Level Guide and TIBCO Mashery Definitons |
| Software and Services Type | |||||||||
| Perpetual licensing |  |  |  |  |  |  |  |  |  |
| Subscription licensing |  |  |  |  |  |  |  |  |  |
| Term licensing |  |  |  |  |  |  |  |  |  |
| Cloud Service |  |  |  |  |  |  |  |  |  |
| TIBCO Mashery |  |  |  |  |  |  |  |  |  |
| Equipment |  |  |  |  |  |  |  |  |  |
| ConsultingServices |  |  |  |  |  |  |  |  |  |
| Terms URL | Partner Terms Master Terms Definitions | Developer and Technology Partners | Distribution, Reseller, and VAR Partners | OEM Terms | End User License Agreement |
| Partner program | |||||
| For Distributor Partners, Reseller Partners and VAR Partners |  |  |  |  |  |
| For Developer Partners and Solution/Technology Partner |  |  |  |  |  |
| For OEM Partners |  |  |  |  |  |
| Description | Terms URL |
| Information about TIBCO's security guidelines | TIBCO Security Guidelines |
B. Description
The following identifies the terms and conditions applicable to your relationship with TIBCO Software:
Perpetual, Subscription, or Term licensing. If you license TIBCO Software on a perpetual, subscription, or term basis, the following terms apply:
a. Master Terms
b. Maintenance and Service Level Guide (only if ordering maintenance)
c. Definitions
d. TIBCO Processor Licensing Policy
e. For some products the following terms apply additionally:
• Additional Licensor Product-Specific Terms
• For TIBCO Foresight https://terms.tibco.com/posts/1452906-supplemental-terms-tibco-foresight
Cloud Service. If you license a TIBCO Cloud Service, the following terms apply:
a. Master Terms
c. Service Level Guide d. Definitions
e. TIBCO Processor Licensing Policy
f. Cloud Computing Environment Licensing Policy
g. For some products the following terms may apply additionally:
• Additional Licensor Product-Specific Terms
TIBCO Mashery. If you license TIBCO Mashery, the following terms apply:
a. Master Terms
c. TIBCO Mashery Service Level Guide
d. TIBCO Mashery Definitions (in place of the Definitions listed in Section 1)
e. For some products the following terms may apply additionally:
• Additional Licensor Product-Specific Terms
• For “TIBCO Mashery local” the Subscription Licenseterms apply additionally
Equipment. If you are leasing or purchasing Equipment, the following terms apply.
a. Master Terms
b. Equipment terms
c. Maintenance and Service Level Guide (only if ordering maintenance)
d. Definitions
e. For some products the following terms apply additionally:
• Additional Licensor Product-Specific Terms
End User License Agreement
Version 1.4
Master Terms
Version 1.6
Definitions
Version 1.4
Effective January 19, 2022
DownloadSummary of changes
Table of Contents
TIBCO ISV Customer and SaaS Customer Terms
Version 1.0
Cloud Service
Version 1.0
Equipment Terms
Version 1.0
Consulting Services
Version 1.0
Maintenance
Version 1.8
Effective July 9, 2019
DownloadTable of Contents
Supplemental Terms – Maintenance
These Supplemental Terms for Maintenance form a part and are incorporated in the Master Terms which can be found at https://terms.tibco.com/posts/859129-terms
1. Software.
(a) Licensor will use commercially reasonable efforts to resolve defects according to problem severity determined by Licensor in accordance with the applicable Maintenance service levels set forth in the Order Form and as more fully described in the Service Levels Guide a current version of which can be found at https://terms.tibco.com/posts/848144-service-levels- guide.
(b) During the Maintenance Term, Customer may notify Licensor's support center or customer portal of an error, defect, or malfunction in the Software. Maintenance includes the right to use Updates as replacements for existing copies, whether provided under Maintenance, Warranty or which are provided for any other reason by Licensor, or Licensor’s respective authorized resellers or distributors.
(c) Subject to the quantity of Software licensed and payment of any applicable Maintenance fees, Customer’s right to use Updates extends to any supported Platform then currently available for each discrete Software product under Maintenance. Updates may include new or additional Platforms that are deemed (at TIBCO’s sole discretion) to have no more than a minimum difference in price, features and functionality from previously available Platforms
(d) Licensor shall provide Maintenance for a release version of the Software products for at least twelve months after a new release version is generally available. Licensor reserves the right to end-of life a particular Software. Licensor shall provide up to twelve months advance written notice prior to retirement of any Software product.
(e) In order to receive Maintenance, including Updates, Customer shall provide: (i) a detailed problem description; (ii) a
method for repeatedly reproducing the problem; and (iii) reasonably continuous access to a Customer’s contact.
(f) Maintenance does not include support for any non- Software, custom configuration, product modification, new products and functionality for which Licensor is charging an additional license fee, services at a Customer site, or any work product provided under Consulting Services.
(g) Licensor reserves the right to make fixes only to the most current version of the relevant Software, and may elect, at its discretion, to make fixes generally available for minor release versions or the latest service pack for a supported version.
(h) In the event that a request for Maintenance reveals that the cause of the problem is not an error, defect or malfunction in the unmodified Software, Customer shall pay Licensor for its work on a time and materials basis, plus meals, lodging, travel and other reasonably necessary out-of-pocket expenses.
(i) For Perpetual or Term licenses, the initial Maintenance Term shall be for one year commencing on the Order Form Effective Date, unless otherwise stated in the relevant Order Form. Upon expiration of the initial Maintenance Term, the Maintenance Term will auto-renew (subject to any rights of termination as set forth in a contract with Licensor), for successive one (1) year terms. Maintenance fees for subsequently acquired Software will be prorated to expire with the then-current annual Maintenance Term.
(j) Maintenance for a Subscription Term may be included in the Software Services or Subscription fees, Maintenance terminates on expiration of the Subscription Term.
(k) Customer must purchase the same service level of Maintenance for all quantities of Software products that it has licensed from Licensor or any third party. Each license grant is incremental to all prior license grants and consequently each grant is subject to additional Maintenance, if purchased. For the avoidance of doubt, Maintenance fees are based on cumulative license fees paid.
(l) Reinstatement of Maintenance is subject to payment of Maintenance fees for any period during which Maintenance had lapsed and for the twelve month period commencing with the date Maintenance is reinstated.
(m) Cumulative annual Maintenance fees after the initial Maintenance term shall increase by five (5)%.
Service Level Guide
Version 2.12
Effective December 2, 2021
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Table of Contents
Partner Terms
Version 1.3
TIBCO Mashery Service Level Guide
Version 1.2
Contractor Controller to Controller Addendum
Version 1.3
Effective July 9, 2019
DownloadTable of Contents
Controller to Controller Short Form
Version 1.3
Effective July 9, 2019
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Controller to Controller
Supplemental Terms - Foresight
Version 1.0
Personal Data Addendum - Contractor Agreement
Version 1.12
Effective June 29, 2020
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CONTRACTOR AGREEMENT
Personal Data Warranties and Indemnification Addendum
Contractor warrants that it complies with all applicable laws and regulations when providing the services, especially, without limitation all applicable local data protection laws and/or regulations worldwide, including the European Union’s General Data Protection Regulation (EU/2016/679) and the California Consumer Privacy Act of 2018 (“CCPA”).
Contractor especially warrants that it can provide written evidence that, during the collection, processing and use of individual Personal information, the person to whom the data belongs (the “Data Subject”) has been informed of and consented to: (a) the collection, processing and/or use of his or her data; (b) the purpose for the collection, processing and/or use of his or her data; (c) Data Subject’s rights, including without limitation his or her right to object, at no cost, to the collection, processing and/or use of his or her data; (d) the possibility of his or her personal data being exported to others countries, including outside the European Union; and (e) being contacted by TIBCO and its affiliates (available at https://www.tibco.com/company/affiliates) for marketing and other purposes by email, phone and social media. Contractor shall reasonably cooperate and assist TIBCO with meeting its compliance obligations and responding to Data Subject inquiries, including responding to verifiable Data Subject requests.
Contractor further warrants that it has the right to grant the licenses and other rights related to the use of personal data, especially without limitation to the extent the processing of personal data that has been collected through social public networking platform or others public support.
Contractor shall not retain, use, or disclose Protected Data (i) except as required to fulfill the specific support of performing the services specified in the Agreement with TIBCO and (ii) outside of the direct business relationship between Contractor and TIBCO, except as authorized under the applicable law. Further, Contractor shall not engage in any activity that may be considered a sale of Protected Data pursuant to the CCPA or any other applicable law. Contractor certifies that it understands and will comply with the restrictions stated in this addendum and the CCPA specifically.
Contractor will indemnify, hold harmless and, at TIBCO's request, defend TIBCO and TIBCO's affiliates, directors, officers, employees, agents and independent contractors from and against all claims, liabilities, damages, losses and expenses, including but not limited to reasonable attorneys' fees and costs of suit, arising out of or in connection with:
(a) any breach of a warranty; (b) any negligent or willful act or omission of Contractor or Contractor's employees or agents, including but not limited to the extent such act or omission causes or contributes to: (x) any bodily injury, sickness, disease or death, (y) any injury to or destruction of tangible or intangible property (including computer programs and data or any loss of use resulting therefrom), or (z) any violation of a statute, ordinance or regulation; or
(c) any violation or claimed violation of a third parties' rights arising in whole or in part from the grant of rights to TIBCO hereunder or TIBCO's exercise of any such rights. Contractor will maintain adequate insurance to protect itself from and indemnify TIBCO against claims giving rise to indemnification pursuant to this section. TIBCO shall have the exclusive right to control its defense and/or the settlement. In no event shall Contractor settle any claim, action or proceeding without TIBCO’s prior written approval.
Inbound/Vendor - Contractor Exhibit A - Attachments 1 and 2
Version 1.6
Effective July 9, 2019
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TIBCO Cloud Beta Agreement
Version 1.0
TIBCO Subprocessor List
Version 1.2
U.S. Services Supplement
Version 2.1
TIBCO GatherSmart EULA
Version 1.1
TIBCO Security Guidelines
Version 1.0
Supplemental terms - Perpetual Software License
Version 1.3
Effective July 9, 2019
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Supplemental Terms – Perpetual Software License
These Supplemental Terms for Perpetual licenses form a part and are incorporated in the Master Terms which can be found at https://terms.tibco.com/posts/859129-terms.
1. Perpetual License Terms
(a) License Grant. Subject to timely payment of the license fees and compliance with the terms of the Agreement, Licensor hereby grants to Customer a limited, non-transferable, non-sublicensable, non-exclusive and Perpetual license to install, run and use the Software set forth in an Order Form solely for Customer’s internal business purposes. Use of the Software is expressly limited to the business model configuration, if any, and to the maximum Number of Units and the use rights and limitations as set forth in the Order Form. Additional Units and associated Maintenance must be purchased under an additional Order Form at the pricing and under the licensing model in effect at the time the additional licenses and services are added, in the event actual use exceeds the licensed quantities.
(b) Delivery. Software shall be delivered electronically and delivery deemed complete when made available to Customer.
(c) License Grant Restrictions. The Perpetual license granted does not permit Customer to: (i) make more copies of the Software than the specified Number of Units set forth in an Order Form (except for a reasonable number of copies for archival purposes) or use any unlicensed versions of the Software; (ii) use any Software that is not listed in an Order Form even if such unlicensed software is made available to Customer as part of Licensor’s general delivery mechanisms; (iii) provide access to the Software to anyone other than an Authorized User; (iv) sublicense, distribute or pledge the Software or any of the rights herein; (v) lease, rent or commercially share (including time-share) or otherwise use the Software for purposes of providing processing services, including, without limitation, providing third-party hosting, application integration, application service provider-type services, service bureau or for any similar services; (vi) use or access any embedded or bundled component of Software on a stand-alone basis where such embedded or bundled component is provided to Customer for the sole purpose of enabling the functionality of such Software; and (vii) modify, translate, reverse engineer, decrypt, decompile, disassemble, create derivative works based on, or otherwise attempt to discover the Software source code or underlying ideas, techniques or algorithms. Customer may engage in such conduct as is necessary to ensure the interoperability of the Software as required by law, provided that prior to commencing any de-compilation or reverse engineering, Customer will observe strict obligations of confidentiality and provide Licensor with reasonable advance written notice and the opportunity to assist with or conduct such activity on Customer's behalf and at Customer‘s expense. Customer shall use Third Party Software solely in conjunction with the Licensor Software and Customer shall have no broader use rights with respect to the Third Party Software than it has to the Licensor Software. Software does not include multiple Platforms if the Software product is licensed on a Platform specific basis as designated in the Licensor Software product name or listed in an Order Form or purchase order.
(d) If Customer uses any third party software, including any open source software, in conjunction with any Software, Customer must ensure that such use does not cause the Software to become subject to any third party license applicable to such third party software or require the public disclosure or distribution of any Software or the licensing of any Software for the purpose of making derivative works.
(e) Limited Warranties and Remedies. Licensor warrants that, for ninety (90) days following the Delivery Date (“Software Warranty Period”), the Licensor Software, as updated and used in accordance with the Documentation will operate in all material respects in conformity with the functional specifications described in the Documentation. Licensor is not responsible for any claimed breach of any warranty set forth in this section caused by: (i) modifications made to the Licensor Software by anyone other than Licensor; (ii) the combination, operation or use of the Licensor Software with any items that are not part of the certified operating environment; (iii) Customer’s failure to use any new or corrected versions of the Licensor Software made available by Licensor; (iv) Licensor’s adherence to Customer’s specifications or instructions; (v) Customer deviating from the Licensor Software operating procedures described in the Documentation or (vi) Errors caused by customizations. Correction for defects or issues traceable to the above warranty exclusions shall be billed at Licensor's standard time and material charges. If the Licensor Software does not perform as warranted during the Software Warranty Period, Licensor shall use commercially reasonable efforts to correct Errors. As Customer’s exclusive remedy for any claim under this warranty, Customer shall promptly notify Licensor in writing of its claim within the Software Warranty Period. Provided that such claim is determined by Licensor to be Licensor’s responsibility, Licensor shall, within thirty (30) days of its receipt of Customer’s written notice, (i) correct such Error; (ii) provide Customer with a plan reasonably acceptable to Customer for correcting the Error, or (iii) if neither (i) nor (ii) can be accomplished with reasonable commercial efforts from Licensor, then Licensor may terminate the affected Licensor Software license and Customer will be entitled to a refund of the license fees paid for the affected Licensor Software. The preceding warranty cure shall constitute Licensor’s entire liability and Customer’s exclusive remedy for cure of the warranty set forth herein.
2. Developer Evaluation, Free Trial and Evaluation License
(a) If the Software is provided or accessed for Demonstration or Evaluation purposes, then Customer agrees, in addition to all other applicable terms and conditions, (i) to use the Software solely for such purposes, (ii) that the Software will not be used or deployed in or on a Production or development environment, (iii) that such use shall automatically terminate upon the earlier of (1) thirty (30) days from the date Customer receive the right to install or access the Software, (2) Customer’s receipt of notice of termination from Licensor, or (3) Customer no longer has access to the Software, and (iv) that the
Software is provided “AS IS” without Maintenance or any warranties or indemnities.
(b) If the Licensor Software is provided or accessed for Developer evaluation, then Customer agrees (i) to use the Licensor Software solely for development evaluation purposes, (ii) that such use shall not be in a Production environment; (iii) that such use shall automatically terminate upon the earlier of (1) ninety (90) days from the date Customer receives the right to install or access the Licensor Software, (2) Customer`s receipt of notice of termination from Licensor, or (3) Customer no longer has access to Software Services and (iv) that the Licensor Software is provided “AS IS” without Maintenance or any warranties or indemnities.
(c) If Customer is using a free trial version of Licensor Software, Licensor may stop providing the Licensor Software to Customer or Customer’s end users at Licensor’s sole discretion, without any prior notice.
(d) Notwithstanding anything to the contrary in this Agreement, Software subject to an Alpha, Beta, Developer Evaluation, Free
Trial and Evaluation license may be deployed by Customer on AWS, Microsoft Azure or similar environments.
3. Definitions. Capitalized terms used and not otherwise defined herein, are defined at https://terms.tibco.com/posts/845635- definitions.
4. Additional product specific terms are set forth at https://terms.tibco.com/posts/860094-additional-licensor-product-specific- terms.
5. Foresight. Should the Order Form include Software products of the Foresight Product Line, the Supplemental Terms – Foresight set forth at https://terms.tibco.com/posts/1452906-supplemental-terms-tibco-foresight shall apply.
Supplemental Terms - Software Services
Version 1.5
Effective July 9, 2019
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Supplemental Terms – Software Services
These Supplemental Terms for Software Services form a part and are incorporated in the Master Terms which can be found at https://terms.tibco.com/posts/859129-terms.
1. License Grant and Restrictions
(a) License Grant. Subject to timely payment of the Software Services fees and compliance with the terms of the Agreement, Licensor hereby grants to Customer for the Term a limited, non-transferable, non-sublicensable, non-exclusive license to (i) access and use the Software Services set forth in an Order Form and (ii) run and install those off-line Software components provided by Licensor, if any, that are part of the Software Services solely as necessary and intended for use in conjunction with the Software Services. Use of the Software Services, including off-line Software components, shall be solely for Customer’s internal business purposes. Use of the Software Services is expressly limited to the business model configuration, if any, and to the maximum Number of Units and the use rights and limitations as set forth in the Order Form. Additional Units must be purchased under an additional Order Form at the pricing and under the licensing model in effect at the time the additional Units are added, in the event actual use exceeds the licensed quantities.
(b) License Grant Restrictions. Customer agrees it shall not: (i) use any other off-line Software components even if additional Software are made available to Customer as part of Licensor’s general delivery mechanisms; (ii) except as set forth in an Order Form, (1) provide access to the off-line Software components or Software Services to anyone other than Authorized Users, or (2) lease, rent or commercially share (including time-share) or otherwise use the Software or Software Services for purposes of providing a service processing, including, without limitation, providing third-party hosting, application integration, application service provider-type services, service bureau or for any similar services; (iii) use or access any embedded or bundled component of the Software on a stand-alone basis where such embedded or bundled component is provided to Customer for the sole purpose of enabling the functionality of such Software in the Software Service; (iv) create Internet “links” to or from the Service, or “frame” or “mirror” any Content; (v) modify, translate, reverse engineer, decrypt, decompile, disassemble, create derivative works based on, or otherwise attempt to discover any source code or underlying ideas, techniques or algorithms associated with the Software object code,. Customer may engage in such conduct as is necessary to ensure the interoperability of the off-line Software components as required by law, provided that prior to commencing any de-compilation or reverse engineering, Customer will observe strict obligations of confidentiality and provide Licensor with reasonable advance written notice and the opportunity to assist with or conduct such activity on Customer's behalf and at Customer‘s expense. Customer shall use Third Party Software solely in conjunction with the Licensor Software and Customer shall have no broader use rights with respect to the Third Party Software than it has to the Licensor Software. Software does not include multiple Platforms if the Software product is licensed on a Platform specific basis as designated in the Software product name or listed in an Order Form or Purchase Order
(c) Acceptable Use. Customer represents and warrants that it shall (a) be responsible for Customer’s Authorized Users and any end users’ use of the Software Services in accordance with any applicable Documentation, the terms of the Agreement and all applicable laws and government regulations (b) not store or transmit infringing, libelous, indecent, harmful or otherwise unlawful or tortious material or malicious code, or to store or transmit material in violation of third-party rights (including but not limited to any privacy laws and data protection laws), (c) use commercially reasonable efforts to prevent unauthorized access to or use of the Software Services, and notify Licensor promptly of any such unauthorized access or use, (d) not breach or attempt to breach the security of the Software Services or any network, servers, data, computers or other hardware relating to or used in connection with the Software Services, or any third party that is hosting or interfacing with any part of the Software Services; (e) not use or distribute through the Software Services any software, files or other tools or devices designed to interfere with or compromise the privacy, security or use of the Software Services or the operations or assets of any other customer of Licensor or any third party; (f) not otherwise interfere with or disrupt the integrity or performance of Software Services, (g) not use, nor permit Customer’s end users to use, Software Services to promote any illegal activities or post any materials in violation of any law or government regulations (h) ensure that that no software or Output provided by Customer or Customer’s end users in connection with use of Software Services will contain any malicious or hidden mechanism, viruses or code for the purpose of damaging or corrupting Software Services and (i) not input or use any Protected Data with Alpha, Beta, Developer Evaluation, Free Trial or, evaluation versions of Software Services. Customer is solely responsible for monitoring its Authorized Users’ and end users´ access to and use of the Software Services. Licensor has no obligation to verify the identity of any person who gains access to the Software Services by means of an access ID. Any failure by any authorized user to comply with the Agreement shall be deemed to be a material breach by Customer, and Licensor shall not be liable for any damages incurred by Customer or any third party resulting from such breach. Customer must immediately take all necessary steps, including providing notice to Licensor, to effect the termination of an access ID for any authorized user if there is any compromise in the security of that access ID or if unauthorized use is suspected or has occurred. Licensor may remove any violating content posted or transmitted through the Software Services, without notice to Customer. Licensor may suspend or terminate any user’s access to the Software Services upon notice in the event that Licensor reasonably determines that a user has violated the terms and conditions of this section.
(d) If Customer uses any third party software, including any open source software, in conjunction with any Software Services, Customer must ensure that such use does not cause the Software Services to become subject to any third party license applicable to such third party software that requires that any Licensor property or Software Services be (i) disclosed or distributed in source code form; (ii) made available free of charge to recipients; or (iii) modifiable without restriction by recipients.
2. Software Services.
(a) Term. Software Services commence on the Order Form Effective Date and continue for the duration indicated on the Order Form. Following the end of the initial term, Software Services shall automatically renew continuously for the same length as the initial term unless either party gives written notice at least sixty (60) days prior to the end of the initial or any renewal Term, of its intention to terminate.
(b) Access and Delivery. Licensor will provide Customer online access to and use of the Software Services via the Internet by use of a Licensor-approved Customer-provided browser. The Software Services will be hosted on a server that is maintained by Licensor or its designated third party. Customer is solely responsible for obtaining and maintaining at its own expense, all equipment needed to access the Software Services, including but not limited to Customer’s Internet access, encryption technology and adequate bandwidth. Off-line Software components shall be delivered electronically and delivery deemed complete when made available to Customer.
(c) Changes. Access is limited to the version of the Software in Licensor’s production environment. Licensor regularly updates the Software Services and reserves the right to discontinue, add and/or substitute functionally equivalent features in the event of product unavailability, end-of-life, or changes to software requirements. Licensor will notify Customer of any material change to or discontinuance of the Software Services.
(d) Security; Back-Ups. Licensor will implement reasonable and appropriate measures designed to secure Customer data and Output against accidental or unlawful loss, access or disclosure, however such measures are not intended to replace Customer’s obligation to maintain regular data backups or redundant data archives.
(e) Storage Space. Software Services may be subject to other limitations, such as limits on disk storage space, number of calls, number of users, or third party terms of use. Any such limitations are specified in the applicable Documentation, web-store or website. Licensor shall provide storage space for Customer’s use of the Software Services up to the amount set forth on the applicable Order Form. Additional storage space, if required, is subject to additional charges at Licensor’s then prevailing rates.
(f) Service Availability. Licensor shall use commercially reasonable efforts to make the Software Services generally available in accordance with the Service Level Guide applicable to each Software Service (“Service Availability”). Service Availability does not include interruption of Software Service as a result of (i) planned downtime for maintenance (ii) Internet Unavailability, (iii) Independent Customer Activity or (iv) force majeure events or other events that are not under Licensor’s control. Service Availability and the Service Level Guide do not apply to Third Party Software.
(g) Third-Party Providers. Certain third-party providers, some of which may be listed on Licensor website, offer products and services related to the Software Service, including implementation, customization, and other consulting services and applications (both offline and online) that work in conjunction with the Software Services, such as by exchanging data with the Software Service or by offering additional functionality. Licensor is not responsible for any exchange of data or other interaction or transaction between Customer and a third-party provider, including purchase of any product or service, all of which is solely between Customer and the third-party provider. Further, the Software Services may include Third Party Software. Customer understands that Licensor has no control over the Third Party Software and that Customer’s ability to access and use the Third Party Software may be suspended or terminated at any time, for any reason, at the third party service provider’s discretion.
(h) Links. The Software Services may contain links to other websites or resources. Customer acknowledges and agrees that Licensor is not responsible or liable for (a) the availability or accuracy of such sites or resources; or (b) the content, advertising, or products on or available from such website or resources. The inclusion of any link on the Software Service does not imply that Licensor endorses the linked website. Customer uses the links at its own risk.
3. Warranties and Remedies.
(a) Customer represents and warrants that it has the right to use the Output and Personal Data.
(b) Licensor warrants that for 90 (ninety) days following the Delivery Date (the “Software Warranty Period”) , (i) the Software Services, as updated by Licensor and used by Customer in accordance with the Documentation, shall perform substantially in accordance with the Documentation under normal use and circumstances and (ii) the off-line Licensor Software components included in the Software Services as updated by Licensor and used by Customer in accordance with the Documentation, will operate in all material respects in conformity with the functional specifications described in the Documentation. If the Software Services or the off-line Licensor Software component does not perform as warranted during the Software Warranty Period, Licensor shall use commercially reasonable efforts to correct Errors. As Customer’s exclusive remedy for any claim under this warranty, Customer shall promptly notify Licensor in writing of its claim within the Software Warranty Period. Provided that such claim is determined by Licensor to be Licensor’s responsibility, Licensor shall, within
30 (thirty) days of its receipt of Customer’s written notice, (i) correct such Error; (ii) provide Customer with a plan reasonably acceptable to Customer for correcting the Error, or (iii) if neither (i) nor (ii) can be accomplished with reasonable commercial efforts from Licensor, then Licensor may terminate the affected Software Services and Customer will be entitled to a refund of the pre-paid unearned license fees paid for the affected Software Services. The preceding warranty cure shall constitute Licensor’s entire liability and Customer’s exclusive remedy for cure of the warranty set forth herein.
(c) Licensor is not responsible for any claimed breach of any warranty set forth in this Section caused by: (i) modifications made to the Software Services or the Licensor Software by anyone other than Licensor; (ii) the combination, operation or use of the Software Services or Licensor Software with any items not certified by Licensor; (iii) Licensor’s adherence to Customer’s specifications or instructions; (iv) Errors caused by or related to Internet Unavailability, customizations or Independent Customer Activity; (v) Third Party Software or (vi) Customer deviating from the operating procedures described in the Documentation. Correction for defects or issues traceable to the above warranty exclusions shall be billed at Licensor's standard time and material charges.
4. Output in Software Services
(a) Customer has sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use the Output. Licensor claims no ownership over any of Output in Software Services. Customer retains copyright and any other rights Customer already holds in the Output, and Customer is responsible for protecting and enforcing those rights, as appropriate, and Licensor has no obligation to do so on Customer’s behalf. To the extent permitted by applicable law, Customer agrees that it is solely responsible for (and that Licensor has no responsibility to Customer or to any third party for) the accuracy, quality, integrity and legality of any Output that Customer, Authorized Users or Customer’s end users, creates, transmits, submits, or displays while using Software Services and for the consequences of Customer’s actions, including any loss or damage which Licensor may suffer, by doing so.
(b) In the event that Customer is providing Output to Licensor for the purpose of enabling Licensor to populate its website or other free public posting, Customer grants Licensor a worldwide, royalty-free, and non-exclusive license to reproduce, adapt, modify, translate, store, publish, publicly perform, publicly display and distribute such Output by submitting, posting or displaying the Output on or through Software Services.
(c) Unless otherwise agreed to by the parties or as stated in the Documentation, Output that Customer creates, transmits, submits, or displays while using Software Services, is controlled by Customer, Authorized Users or Customer’s end users, not by Licensor and Customer agrees that Licensor has no responsibility or liability for the destruction, deletion, loss of any Output or failure to store any Output and other communications maintained or transmitted through use of Software Services. Unless otherwise stated in an Order Form, Customer further acknowledges that it is solely responsible for securing and backing up any Output utilized in conjunction with Software Services.
(d) Customer agrees that Licensor may limit, at Licensor’s sole discretion, the number of transmissions Customer may send or receive through the Software Services, the amount of storage space Customer may use for the Software Services, and the bandwidth Customer may use in connection with the Software Services, without any prior notice to Customer. The Software Services are provided in accordance with applicable laws. In the event that Licensor disables access to Customer’s account for Software Services, Customer shall not use any component that may be downloaded onto Customer’s systems while the Software Services are disabled.
(e) Customer agrees that Licensor may access systems which host its Output in the course of providing routine administration, technical support services and Maintenance; in doing so, Licensor shall not utilize and shall make no record of Customer’s Output. If Customer is using a free version of the Software as Software Services, Licensor reserves the right (but shall have no obligation) to pre-screen, review, flag, filter, modify, refuse or remove any or all Output from Software Services.
(f) Customer is responsible for handling and processing of notices it receives from any third party claiming that Customer’s Output in connection with Software Services violates such party’s rights including, without limitation, notices pursuant to the Digital Millennium Copyright Act.
(g) Licensor has no obligation to retain Customer data or Output after three months of the expiration or termination of Software
Services.
5. Personal Data. Customer represents and warrants that its customers and any persons whose Personal Data is being processed by Licensor through the Software Services (the “Data Subject”) has been informed of and consented to (a) the collection, processing and/or use of its personal data, (b) its right to object at no cost to the collection, processing and/or use of its personal data, (c) the purpose of the collection, processing and/or use of its personal data, (d) its personal data being exported to others countries, including outside the European Union, (e) being contacted by commercial third parties, for marketing and other purposes, and (f) any other requirement as set out in applicable local data protection law. Customer hereby agrees to indemnify and hold Licensor harmless against any and all damages, losses, liabilities, settlements and expenses in connection with any claim or action that arises from an alleged violation of this Section. This Section shall survive expiration or termination of the Agreement or any Order Form for Software Services.
6. Indemnity. Customer shall defend, indemnify and hold Licensor, its licensors, and its and their respective parents, subsidiaries, affiliates, officers, directors, employees, and agents harmless from and against any and all losses arising out of or in connection with a third party claim concerning (a) the Output or the combination of the Output with other applications, content or processes, including any claim involving alleged infringement or misappropriation of third-party rights by the Output or by the use, development, design, production, advertising or marketing of the Output; (b) any and all losses, including without limitation, data loss or damage to hardware, software and other property arising from Customer’s acts and omissions in using the Software Services, including without limitation Independent Customer Activity; (c) Customer’s or its users of the Software Services in violation of the terms of this Agreement or applicable law; or (d) a dispute between Customer and any of its users. This Section shall survive expiration or termination of the Agreement or any Order Form for Software Services. The limitation of liability set out in the Master Terms shall not apply.
7. Alpha, Beta, Developer Evaluation, Free Trial and Evaluation License
(a) If the Software is provided or accessed for Demonstration or Evaluation purposes or for Alpha or Beta testing, then Customer agrees, in addition to all other applicable terms and conditions, (i) to use the Software solely for such purposes, (ii) that the Software will not be used or deployed in or on a Production or development environment, (iii) that such use shall automatically terminate upon the earlier of (1) thirty (30) days from the date Customer receives the right to install or access the Software, (2) Customer’s receipt of notice of termination from Licensor, or (3) Customer no longer has access to the
Software, and (iv) that the Software is provided “AS IS” without Maintenance or any warranties or indemnities.
(b) If the Software is provided or accessed for Developer evaluation, then Customer agrees (i) to use the Software solely for development evaluation purposes, (ii) that such use shall not be in a Production environment; (iii) that such use shall automatically terminate upon the earlier of (1) ninety (90) days from the date Customer receives the right to install or access the Software, (2) Customer`s receipt of notice of termination from Licensor, or (3) Customer no longer has access to Software Services and (iv) that the Software is provided “AS IS” without Maintenance or any warranties or indemnities.
(c) If Customer is using a free trial version of Software, Licensor may stop providing the Software to Customer or Customer’s end users at Licensor’s sole discretion, without any prior notice.
(d) Notwithstanding anything to the contrary in this Agreement, Software subject to an Alpha, Beta, Developer Evaluation, Free
Trial and Evaluation license may be deployed by Customer on AWS, Microsoft Azure or similar environments.
8. Definitions. Capitalized terms used and not otherwise defined herein, are defined at https://terms.tibco.com/posts/845635- definitions.
Additional Definitions:
“Internet Unavailability” means Licensor’s inability to access, or Licensor inability to provide, the Software Service through the Internet due to causes outside of Licensor direct control, including, but not limited to: (i) failure or unavailability of Internet access; (ii) unauthorized use, theft or operator errors relating to telephone, cable or Internet service provider; (iii) bugs, errors, configuration problems or incompatibility of equipment or services relating to Licensor’s computer or network; or (iv) failure of communications networks or data transmission facilities, including without limitation wireless network interruptions.
“Independent Customer Activity” means: (i) use of equipment by Customer not provided or previously approved by Licensor; or (ii) negligent acts or omissions or willful misconduct by Customer or its Authorized Users or Customer’s end users.
9. Additional product specific terms are set forth at https://terms.tibco.com/posts/860094-additional-licensor-product-specific-terms.
Supplemental Terms - Term Software License
Version 1.3
Effective July 9, 2019
DownloadTable of Contents
Supplemental Terms – Term Software LicenseThese Supplemental Terms for Term Licenses form a part and are incorporated in the Master Terms which can be found at https://terms.tibco.com/posts/859129-terms.
1. License Terms for Production Use
(a) License Grant. Subject to timely payment of the license fees and compliance with the terms of the Agreement, Licensor hereby grants to Customer for the Term a limited, non-transferable, non-sublicensable, non-exclusive and license to install, run and use the Software set forth in an Order Form solely for Customer’s internal business purposes. Use of the Software is expressly limited to the business model configuration, if any, and to the maximum Number of Units and the use rights and limitations as set forth in the Order Form. Additional Units and associated Maintenance must be purchased under an additional Order Form at the pricing and under the licensing model in effect at the time the additional licenses and services are added, in the event actual use exceeds the licensed quantities.
(b) Delivery. Software shall be delivered electronically and delivery deemed complete when made available to Customer.
(c) Term. The Term Licenses commences on the Order Form Effective Date and continues for the duration indicated on the Order Form. Following the end of the initial term, the Term License shall automatically renew continuously for the same length as the initial term unless either party gives written notice at least sixty (60) days prior to the end of the initial or any renewal Term, of its intention to terminate.
(d) License Grant Restrictions. The Term license granted does not permit Customer to: (i) make more copies of the Software than the specified Number of Units set forth in an Order Form (except for a reasonable number of copies for archival purposes) or use any unlicensed versions of the Software; (ii) use any Software that is not listed in an Order Form even if such unlicensed software is made available to Customer as part of Licensor’s general delivery mechanisms; (iii) provide access to the Software to anyone other than Authorized Users; (iv) sublicense, distribute or pledge the Software or any of the rights herein; (v) lease, rent or commercially share (including time-share) or otherwise use the Software for purposes of providing processing services, including, without limitation, providing third-party hosting, application integration, application service provider-type services, service bureau or for any similar services; (vi) use or access any embedded or bundled component of Software on a stand-alone basis where such embedded or bundled component is provided to Customer for the sole purpose of enabling the functionality of such Software; and (vii) modify, translate, reverse engineer, decrypt, decompile, disassemble, create derivative works based on, or otherwise attempt to discover the Software source code or underlying ideas, techniques or algorithms. Customer may engage in such conduct as is necessary to ensure the interoperability of the Software as required by law, provided that prior to commencing any de-compilation or reverse engineering, Customer will observe strict obligations of confidentiality and provide Licensor with reasonable advance written notice and the opportunity to assist with or conduct such activity on Customer's behalf and at Customer‘s expense. Customer shall use Third Party Software solely in conjunction with the Licensor Software and Customer shall have no broader use rights with respect to the Third Party Software than it has to the Licensor Software. Software does not include multiple Platforms if the Software product is licensed on a Platform specific basis as designated in the Software product name or listed in an Order Form or purchase order.
(e) If Customer uses any third party software, including any open source software, in conjunction with any Software, Customer must ensure that such use does not cause the Software to become subject to any third party license applicable to such third party software or require the public disclosure or distribution of any Software or the licensing of any Software for the purpose of making derivative works.
(f) Limited Warranties and Remedies. Licensor warrants that, for ninety (90) days following the Delivery Date (“Software Warranty Period”), the Licensor Software, as updated and used in accordance with the Documentation will operate in all material respects in conformity with the functional specifications described in the Documentation. Licensor is not responsible for any claimed breach of any warranty set forth in this section caused by: (i) modifications made to the Licensor Software by anyone other than Licensor; (ii) the combination, operation or use of the Licensor Software with any items that are not part of the certified operating environment; (iii) Customer’s failure to use any new or corrected versions of the Licensor Software made available by Licensor; (iv) Licensor’s adherence to Customer’s specifications or instructions; (v) Customer deviating from the Licensor Software operating procedures described in the Documentation or (vi) Errors caused by customizations. Correction for defects or issues traceable to the above warranty exclusions shall be billed at Licensor's standard time and material charges. If the Licensor Software does not perform as warranted during the Software Warranty Period, Licensor shall use commercially reasonable efforts to correct Errors. As Customer’s exclusive remedy for any claim under this warranty, Customer shall promptly notify Licensor in writing of its claim within the Software Warranty Period. Provided that such claim is determined by Licensor to be Licensor’s responsibility, Licensor shall, within thirty (30) days of its receipt of Customer’s written notice, (i) correct such Error; (ii) provide Customer with a plan reasonably acceptable to Customer for correcting the Error, or (iii) if neither (i) nor (ii) can be accomplished with reasonable commercial efforts from Licensor, then Licensor may terminate the affected Licensor Software license and Customer will be entitled to a refund of the license fees paid for the affected Licensor Software. The preceding warranty cure shall constitute Licensor’s entire liability and Customer’s exclusive remedy for cure of the warranty set forth herein.
2. Alpha, Beta, Developer Evaluation, Free Trial and Evaluation License
(a) If the Software is provided or accessed for Demonstration or Evaluation purposes or for Alpha or Beta testing, then Customer agrees, in addition to all other applicable terms and conditions, (i) to use the Software solely for such purposes, (ii) that the Software will not be used or deployed in or on a Production or development environment, (iii) that such use shall automatically terminate upon the earlier of (1) thirty (30) days from the date Customer receive the right to install or access the Software, (2) Customer’s receipt of notice of termination from Licensor, or (3) Customer no longer has access to the Software, and (iv) that the Software is provided “AS IS” without Maintenance or any warranties or indemnities.
(b) If the Licensor Software is provided or accessed for Developer evaluation, then Customer agrees (i) to use the Licensor Software solely for development evaluation purposes, (ii) that such use shall not be in a Production environment; (iii) that such use shall automatically terminate upon the earlier of (1) ninety (90) days from the date Customer receives the right to install or access the Licensor Software, (2) Customer`s receipt of notice of termination from Licensor, or (3) Customer no longer has access to Software Services and (iv) that the Licensor Software is provided “AS IS” without Maintenance or any warranties or indemnities.
(c) If Customer is using a free trial version of Licensor Software, Licensor may stop providing the Licensor Software to Customer or Customer’s end users at Licensor’s sole discretion, without any prior notice.(d) Notwithstanding anything to the contrary in this Agreement, Software subject to an Alpha, Beta, Developer Evaluation, Free
Trial and Evaluation license may be deployed by Customer on AWS, Microsoft Azure or similar environments.
3. Definitions. Capitalized terms used and not otherwise defined herein, are defined at https://terms.tibco.com/posts/845635- definitions.
4. Additional product specific terms are set forth at https://terms.tibco.com/posts/860094-additional-licensor-product-specific-terms.
5. Foresight. Should the Order Form include Software products of the Foresight Product Line, the Supplemental Terms – Foresight set forth at https://terms.tibco.com/posts/1452906-supplemental-terms-tibco-foresight shall apply.
Supplemental Terms - Subscription
Version 1.3
Effective July 9, 2019
DownloadTable of Contents
Supplemental Terms – Subscription
These Supplemental Terms for Subscription licenses form a part and are incorporated to the Master Terms which can be found at https://terms.tibco.com/posts/859129-terms.
1. Subscription
(a) License Grant. Subject to timely payment of the license fees and compliance with the terms of the Agreement, Licensor hereby grants to Customer for the Term a limited, non-transferable, non-sublicensable, non-exclusive and license to install, run and use the Software set forth in an Order Form solely for Customer’s internal business purposes on a Subscription basis. Use of the Software is expressly limited to the business model configuration, if any, and to the maximum Number of Units and the use rights and limitations as set forth in the Order Form. Additional Units and associated Maintenance must be purchased under an additional Order Form at the pricing and under the licensing model in effect at the time the additional licenses and services are added, in the event actual use exceeds the licensed quantities.
(b) Delivery. Software shall be delivered electronically and delivery deemed complete when made available to Customer.
(c) Subscription Term. Unless otherwise indicated, the Term commences on the Order Form Effective Date and continues for the duration indicated on the Order Form. Following the end of the initial term, the Term shall automatically renew continuously for the same length as the initial term unless either party gives written notice at least sixty (60)days prior to the end of the initial or any renewal Term, of its intention to terminate.
(d) License Grant Restrictions. The Subscription does not permit Customer to: (i) make more copies of the Software than the specified Number of Units set forth in an Order Form (except for a reasonable number of copies for archival purposes) or use any unlicensed versions of the Software; (ii) use any Software that is not listed in an Order Form even if such unlicensed software is made available to Customer as part of Licensor’s general delivery mechanisms; (iii) provide access to the Software to anyone other than Authorized Users; (v) sublicense, distribute or pledge the Software or any of the rights herein; (v) lease, rent or commercially share (including time-share) or otherwise use the Software for purposes of providing processing services, including, without limitation, providing third-party hosting, application integration, application service provider-type services, service bureau or for any similar services; (vi) use or access any embedded or bundled component of Software on a stand-alone basis where such embedded or bundled component is provided to Customer for the sole purpose of enabling the functionality of such Software; and (vii) modify, translate, reverse engineer, decrypt, decompile, disassemble, create derivative works based on, or otherwise attempt to discover the Software source code or underlying ideas, techniques or algorithms. Customer may engage in such conduct as is necessary to ensure the interoperability of the Software as required by law, provided that prior to commencing any de-compilation or reverse engineering, Customer will observe strict obligations of confidentiality and provide Licensor with reasonable advance written notice and the opportunity to assist with or conduct such activity on Customer's behalf and at Customer‘s expense. Customer shall use Third Party Software solely in conjunction with the Licensor Software and Customer shall have no broader use rights with respect to the Third Party Software than it has to the Licensor Software. Software does not include multiple Platforms if the Software product is licensed on a Platform specific basis as designated in the Software product name or listed in an Order Form or purchase order.
(e) If Customer uses any third party software, including any open source software, in conjunction with any Software, Customer must ensure that such use does not cause the Software to become subject to any third party license applicable to such third party software or require the public disclosure or distribution of any Software or the licensing of any Software for Materials or the purpose of making derivative works.
(f) Limited Warranties and Remedies. Licensor warrants that, for 90 (ninety) days following the Delivery Date (“Software Warranty Period”), the Licensor Software, as updated and used in accordance with the Documentation will operate in all material respects in conformity with the functional specifications described in the Documentation. Licensor is not responsible for any claimed breach of any warranty set forth in this section caused by: (i) modifications made to the Licensor Software by anyone other than Licensor; (ii) the combination, operation or use of the Licensor Software with any items that are not part of the certified operating environment; (iii) Customer’s failure to use any new or corrected versions of the Licensor Software made available by Licensor; (iv) Licensor’s adherence to Customer’s specifications or instructions; (v) Customer deviating from the Licensor Software operating procedures described in the Documentation or (vi) Errors caused by customizations. Correction for defects or issues traceable to the above warranty exclusions shall be billed at Licensor's standard time and material charges. If the Licensor Software does not perform as warranted during the Software Warranty Period, Licensor shall use commercially reasonable efforts to correct Errors. As Customer’s exclusive remedy for any claim under this warranty, Customer shall promptly notify Licensor in writing of its claim within the Software Warranty Period. Provided that such claim is determined by Licensor to be Licensor’s responsibility, Licensor shall, within 30 (thirty) days of its receipt of Customer’s written notice, (i) correct such Error; (ii) provide Customer with a plan reasonably acceptable to Customer for correcting the Error, or (iii) if neither (i) nor (ii) can be accomplished with reasonable commercial efforts from Licensor, then Licensor may terminate the Subscription for the affected Licensor Software and Customer will be entitled to a refund of the pre-paid unearned license fees paid for the Subscription of the affected Licensor Software. The preceding warranty cure shall constitute Licensor’s entire liability and Customer’s exclusive remedy for cure of the warranty set forth herein.
2. Alpha, Beta, Developer Evaluation, Free Trial and Evaluation License
(a) If the Software is provided or accessed for Demonstration or Evaluation purposes or for Alpha or Beta testing, then Customer agrees, in addition to all other applicable terms and conditions, (i) to use the Software solely for such purposes, (ii) that the Software will not be used or deployed in or on a Production or development environment, (iii) that such use shall automatically terminate upon the earlier of (1) thirty (30) days from the date Customer receive the right to install or access the Software, (2) Customer’s receipt of notice of termination from Licensor, or (3) Customer no longer has access to the Software, and (iv) that the Software is provided “AS IS” without Maintenance or any warranties or indemnities.
(b) If the Software is provided or accessed for Developer evaluation, then Customer agrees (i) to use the Software solely for development evaluation purposes, (ii) that such use shall not be in a Production environment; (iii) that such use shall automatically terminate upon the earlier of (1) ninety (90) days from the date Customer receives the right to install or access the Software, (2) Customer`s receipt of notice of termination from Customer, or (3) Customer no longer has access to Software Services and (iv) that the Software is provided “AS IS” without Maintenance or any warranties or indemnities.
(c) If Customer is using a free trial version of Software, Licensor may stop providing the Software to Customer or Customer’s end users at Licensor’s sole discretion, without any prior notice.
(d) Notwithstanding anything to the contrary in this Agreement, Software subject to an Alpha, Beta, Developer Evaluation, Free Trial and Evaluation license may be deployed by Customer on AWS, Microsoft Azure or similar environments.
3. TIBCO Jaspersoft ISV Customer and SaaS Customer specific terms are set forth at: https://terms.tibco.com/posts/1143002.
4. Capitalized terms used and not otherwise defined herein, are defined at https://terms.tibco.com/posts/845635-definitions.
5. Additional product specific terms are set forth at https://terms.tibco.com/posts/860094-additional-licensor-product-specific- terms.
6. Foresight. Should the Order Form include Software products of the Foresight Product Line, the Supplemental Terms – Foresight set forth at https://terms.tibco.com/posts/1452906-supplemental-terms-tibco-foresight shall apply.