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UNIKIX LICENSE KEY REQUESTS

UniKix TPE/BPE (MTP/MBM) Evaluation License Request Form

Note: Please complete all fields on the form, unless specified otherwise.

End User Information:

	End User Customer:
	EMail:
	Phone:
	Street Address:
	City:
	State/Province/County:
	Zip/Post Code:
	Country:

Local Sales Contact:

Clerity Migration Partner:

	Local Clerity Affiliate or Partner Name:
	EMail:
	Phone:
	Street Address:
	City:
	State/Province/County:
	Zip/Post Code:
	Country:

Technical Information:

	Hostid (Sun), uname -m (AIX), uname -i (HP-UX), uname -n (Linux, zLinux):
	Product Set:
	Model No. of Server:

Planned Evaluation Usage:

Please briefly describe the proposed usage for this license request.

Evaluation Agreement:

Pursuant to this mutual acceptance of this Evaluation Agreement, an enabling key will be provided for a period not to exceed 90 days.

These Evaluation terms, the terms of the attached Binary Code License Agreement, and any Supplemental terms constitute the "Evaluation Agreement." Capitalized terms not defined herein shall have the same meanings ascribed to them in the Agreement. These Evaluation terms shall supersede any inconsistent or conflicting terms in the Agreement.

1.  Notwithstanding Section 1, you may use one (1) copy of Software, (including, but not limited to, libraries, source files, header files, and data files) and any user manuals, programming guides and other documentation provided to you by Clerity Solutions, at each of the designated locations below for internal evaluation purposes only. You shall have no right to use Software for productive or commercial uses. No license is granted for any other purpose. You may not transfer Software in whole or in part to any third party.

2.  Software may contain a timebomb mechanism.   You agree to hold Clerity Solutions harmless from any claims based on your use of Software for any purposes other than those of internal evaluation.

3.  This Evaluation Agreement commences on the date of Clerity acceptance of  the Agreement (the "Effective Date") and will expire the earlier of ninety  (90) days from the Effective Date or the end date of the license key provided, unless terminated earlier as provided herein. Upon expiration, you agree to immediately cease use of and destroy Software.

4. Clerity Solutions is under no obligation to support Software or to provide upgrades or error corrections ("Updates") to the Software. If Clerity Solutions, at its sole option, supplies Software Updates to you, the Software Updates will be considered part of Software, and subject to the terms of this Evaluation Agreement.

5.  Licensed Software may only be used at the location identified.

Clerity Solutions, Inc.
Binary Code License

READ THE TERMS OF THIS AGREEMENT AND ANY PROVIDED SUPPLEMENTAL LICENSE TERMS (COLLECTIVELY "AGREEMENT") CAREFULLY BEFORE OPENING THE SOFTWARE MEDIA PACKAGE.  BY OPENING THE SOFTWARE MEDIA PACKAGE, YOU AGREE TO THE TERMS OF THIS AGREEMENT.  IF YOU ARE ACCESSING THE SOFTWARE ELECTRONICALLY, INDICATE YOUR ACCEPTANCE OF THESE TERMS BY SELECTING THE "ACCEPT" BUTTON AT THE END OF THIS AGREEMENT.  IF YOU DO NOT AGREE TO ALL THESE TERMS, PROMPTLY RETURN THE UNUSED SOFTWARE TO YOUR PLACE OF PURCHASE FOR A REFUND OR, IF THE SOFTWARE IS ACCESSED ELECTRONICALLY, SELECT THE "DECLINE" BUTTON AT THE END OF THIS AGREEMENT.

1.    LICENSE TO USE.  Clerity grants you a non-exclusive and non-transferable evaluation license for the internal use only of the accompanying object code version of the software programs and documentation and any error corrections provided by Clerity (collectively "Software"), for the number of users and/or the class of computer hardware.

2. RESTRICTIONS.  You agree not to:

2.1. Copy and distribute the Software, in whole or in part, for internal use, without paying Clerity the applicable additional fees, except i) for making backup copies for archival use, ii) for making a reasonable number of copies of the documentation supplied to you, or iii) as expressly authorized by Clerity in writing.

2.2. Copy or distribute the Software, in whole or in part, to third parties without first entering into a separate distribution agreement with Clerity.

2.3. Assign or otherwise transfer the Software or your Agreement to any third party without written consent from Clerity.

2.4. Modify the Software.

2.5. Create derivative works, translate, disassemble, recompile nor reverse engineer Software, nor attempt to do so.

2.6. Alter, destroy or otherwise remove any proprietary notices or labels on or embedded within the Software or Documentation,

2.7. Use the Software in a manner other than as specifically permitted in this Agreement.

3.    LIMITED WARRANTY.  No warranty provided.

4.    DISCLAIMER OF WARRANTY.  UNLESS SPECIFIED IN THIS AGREEMENT, ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS AND WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT ARE DISCLAIMED, EXCEPT TO THE EXTENT THAT THESE DISCLAIMERS ARE HELD TO BE LEGALLY INVALID.

5.    LIMITATION OF LIABILITY.  TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT WILL CLERITY OR ITS LICENSORS BE LIABLE FOR ANY LOST REVENUE, PROFIT OR DATA, OR FOR SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES, HOWEVER CAUSED REGARDLESS OF THE THEORY OF LIABILITY, ARISING OUT OF OR RELATED TO THE USE OF OR INABILITY TO USE SOFTWARE, EVEN IF CLERITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  In no event will Clerity's liability to you, whether in contract, tort (including negligence), or otherwise, exceed the amount paid by you for Software under this Agreement.  The foregoing limitations will apply even if the above stated warranty fails of its essential purpose.

6.   OWNERSHIP.  Clerity and where applicable, Clerity's third party suppliers, have and will retain all ownership rights to the Software.  These ownership rights includes without limitation all patent rights, copyrights, trademarks, trade secrets, related goodwill, and confidential and proprietary information relating thereto.  This Agreement does not convey any proprietary interest to you with respect to the Software other than the license to use.

7.   TERMINATION.  This Agreement is effective until terminated.  You may terminate this Agreement at any time by destroying all copies of Software.  This Agreement will terminate immediately without notice from Clerity if you fail to comply with any provision of this Agreement.  Upon Termination, you must destroy all copies of the Software.

8.   EXPORT. All Software and technical data delivered under this Agreement are subject to US export control laws and may be subject to export or import regulations in other countries.  You agree to comply strictly with all such laws and regulations and acknowledge that you have the responsibility to obtain such licenses to export, re-export, or import as may be required after delivery to you.

9.   AUDIT.  You agree to i) keep records of and provide the location, model and serial number of any and all systems on which the Software is installed, ii) implement a reasonable mechanism or process to ensure that your use of the Software does not exceed the number of licenses granted, to include the number or users or the number of CPU cores, as licensed, iii) promptly provide written notice to Clerity if your usage exceeds the license granted.  Upon Clerity's reasonable request, but not more frequently than annually without reasonable cause, you will furnish Clerity with a statement signed by a director and/or auditor as requested by Clerity verifying the above and will permit Clerity to audit the use of the Software at such times as may be mutually agreed upon.  In the event your usage exceeds the license granted, without prejudice to any other rights or remedies Clerity may have, including injunctive relief, you agree to pay Clerity the then current license and maintenance fees for the use of the additional licenses.

10.   U.S. GOVERNMENT RESTRICTED RIGHTS.  If Software is being acquired by or on behalf of the U.S. Government or by a U.S. Government prime contractor or subcontractor (at any tier), then the Government's rights in Software and accompanying documentation will be only as set forth in this Agreement; this is in accordance with 48 CFR 227.7201 through 227.7202-4 (for Department of Defense (DOD) acquisitions) and with 48 CFR 2.101 and 12.212 (for non-DOD acquisitions).

11.   GOVERNING LAW.  Any action related to this Agreement will be governed by New York law and controlling U.S. federal law.  No choice of law rules of any jurisdiction will apply.

12.   SEVERABILITY. If any provision of this Agreement is held to be unenforceable, this Agreement will remain in effect with the provision omitted, unless omission would frustrate the intent of the parties, in which case this Agreement will immediately terminate.

13.   INTEGRATION.  This Agreement is the entire agreement between you and Clerity relating to its subject matter.  It supersedes all prior or contemporaneous oral or written communications, proposals, representations and warranties and prevails over any conflicting or additional terms of any quote, order, acknowledgment, or other communication between the parties relating to its subject matter during the term of this Agreement.  No modification of this Agreement will be binding, unless in writing and signed by an authorized representative of each party.

For inquiries please contact: Clerity Solutions, Inc.  One Lincoln Centre, 18 West 140 Butterfield Rd., 15th Floor, Oakbrook Terrace, IL 60181, USA

Supplemental License Terms for: 
UniKix Batch Processing Environment Software v. 11.0 (or MBM 10.1)
UniKix Transaction Processing Environment Software v. 11.0 (or MTP 8.1) 
UniKix Secure Software v. 2.0 (or MSF 1.0)
UniKix 3270 Pathway Software v. 3.0 (or v. 2.0)

These supplemental license terms ("Supplement") add to or modify the terms of the Binary Code License Agreement (collectively "the Agreement"). Capitalized terms not defined in this Supplement shall have the same meanings ascribed to them in the Agreement. These supplemental terms shall supersede any inconsistent or conflicting terms in the Agreement, or in any license contained within the Software.

1.  INSTALLATION OF LICENSE KEYS.  Unless expressly provided by this Agreement, you may not install any Software enabling key provided on a system other than a Designated System, or permit use of the Software beyond that authorized by the applicable License Class or any other provision of this Agreement.

2.  TRANSFER OF THE SOFTWARE FROM DESIGNATED SYSTEM.  You may not transfer use of the Software from the Designated System to a different computer System.

3.  RESPONSIBILITY FOR INSTALLATION.  You are responsible for installation of the Software, which shall be performed in accordance with the installation procedures set forth in Clerity's published documentation.  Your acceptance of the Software shall occur on the date the Software is installed and is functionally capable of processing your applications on the Designated System.  For purposes of Software acceptance, Software installation shall not include, or be contingent upon, the completion of any application porting, data migration, or other services related to your use of the Software, which services may often occur following Software installation.

4.  RELATED SERVICES.  You shall be responsible for obtaining and installing all proper hardware and support software (including operating systems) and for proper installation and implementation of and training concerning the Sofware.  In the event that you retain Clerity to perform any services with respect to the Software, you and Clerity agree that such services will be subject to Clerity's then current terms, conditions and rates for such services unless otherwise agreed to in writing by Clerity.

5.  RESPONSIBILITY FOR SELECTION, USE AND BACKUP.  You are responsible for the selection of the Software, for the supervision, management and control of the use of the Software, and for any results obtained, including but not limited to, (a) assuring proper machine configuration, (b) establishing adequate backup or disaster recovery plans, and (c) implementing sufficient procedures and checkpoints to satisfy its requirements for restart and recovery in the event of a malfunction.   You have the sole responsibility to protect adequately and backup your data and/or equipment used in connection with the Software. Clerity shall not be liable for any lost data, re-run time, inaccurate output, work delays or lost profits resulting from your use of the Software.

6.  SUPPORT.  Unless you have purchased and paid for a Maintenance and Support contract, Clerity is under no obligation to support the Software or to provide you any updates or error corrections (collectively referred to as "Maintenance Updates").

7.  ADDITIONAL LICENSE TERMS.  Additional copyright notices and license terms applicable to portions of the Software are set forth in the THIRDPARTYLICENSEREADME.txt file.  In addition to any terms and conditions of any third party license identified in the THIRDPARTYLICENSEREADME.txt file, the disclaimer of warranty and limitation of liability provisions in paragraphs 4 and 5 of the Clerity binary code license shall apply to all Software in this distribution.

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