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MAINFRAME REHOSTING LICENSE KEY REQUESTS

UniKix TPE/BPE/Secure Enabling Key Request Form

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

Contact Details:

	Company:
	Contact Name:
	EMail:
	Phone:
	Street Address:
	City:
	State/Province/County:
	Zip/Post Code:
	Country:

Technical Details:

	License 1	License 2	License 3
License Type
Product Set
Product Version
	hostid (Sun), uname -m (AIX5.2-), uname -f (AIX 5.3+ for TPE/BPE only), uname -i (HP-UX), uname -n (Linux, zLinux)

	Server Model e.g. V880, SF6800, P690

	No. of CPU Cores licensed

	No. of Developers licensed

Purchase Details:

	Local sales contact:
	If software purchased through a reseller, provide name of reseller:
	Additional license information or comments/instructions:	Enter additional comments or questions you wish to convey to the Licensing Administrator. If you have purchased more than three software licenses, you must complete additional software enabling keys request via this web site.

License Agreement:

Please read the Binary Code License ("BCL") Agreement carefully before accepting. By accepting, you ("Licensee") agree to the terms and conditions of the BCL.

Clerity Solutions, Inc. 
Binary Code License Agreement
READ THE TERMS OF THIS AGREEMENT AND ANY PROVIDED SUPPLEMENTAL LICENSE TERMS (COLLECTIVELY "AGREEMENT") CAREFULLY BEFORE INSTALLING THE SOFTWARE MEDIA.  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 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 for which the corresponding non-refundable license fee has been paid.

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.  Clerity warrants to you that for a period of ninety (90) days from the date of purchase, as evidenced by a copy of the receipt, the media on which Software is furnished (if any) will be free of defects in materials and workmanship under normal use.  Except for the foregoing, Software is provided "AS IS".  Your exclusive remedy and Clerity's entire liability under this limited warranty will be at Clerity's option to replace Software media or refund the fee paid for Software.

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
UniKix Transaction Processing Environment Software v. 11.0
UniKix Secure Software v. 2.0
UniKix 3270 Pathway Software v. 3.0

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.  LICENSE CLASSES.  The rights granted under Section 1 of the Binary Code License Agreement shall be those defined for the applicable class of license as follows:

1.1.	Concurrent User License ("CUL")  - Restricted to the maximum number of concurrent users authorized by this Agreement to connect to a single execution of the Software, on a single computer (the "Designated System").  A CUL does not include the right to execute the Software more than once (simultaneously) without purchasing additional licenses.

1.2.	Named User License (�NUL�) � Restricted to any of the named end users authorized by this Agreement to connect on a single computer (the �Designated System�).  A NUL means that only one named person can use each license that is purchased and that named person has the right to unlimited access to the Software.  A NUL is not based on concurrent users, but instead on an actual named user basis.  Clerity reserves the right at any time to require you to provide a list of the named end users. You may change a named end user provided that the change is made permanently away from the named end user or temporarily to accommodate the use of the Software by a temporary worker while the named end user is absent.

1.3 	PC License ("PCL") - Restricted to a single user on a single personal computer or workstation at any one time.  You may not permit simultaneous use of the Software, or physically transfer a PCL copy of the Software from one PC or workstation to another (except as permitted in Section 3 below), without obtaining additional licenses.

1.4  	Server License ("SRVL") - Restricted to a single instantiation of the Software on a single server.  An SRVL does not include the right to invoke the Software more than once (simultaneously) per server.

1.5 	CPU License (�CPUL�) - Restricted to no more than the designated number of CPU cores in a single designated server, or the maximum actual CPU cores used within a hard partition.  You may not use more than the designated number of CPU cores without the payment of additional license fees.

1.6	Site License ("SITL") Restricted to all servers, without restriction as to number of servers, located at a single designated physical site ("Designated Site").  Users need not be at the Designated Site. You may have a single backup or clustered configuration, at one secondary physical site only, which back up or clustered configuration may be used solely to support the Designated Site.

2.  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.

3.  TRANSFER OF THE SOFTWARE FROM DESIGNATED SYSTEM.  You may permanently transfer use of the Software from the Designated System or Designated Site to a different computer or site, but restricted to the same type of operating system Software was installed, and provided that the copy of the Software used on the previously Designated Site is destroyed when use of the Software is transferred to the new Designated System.  Transfer of Software to a computer with a different type of operating system is subject to additional license fees.

4.  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.

5.  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.

6.  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.

7.  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").  If Clerity provides any Maintenance Updates, whether pursuant to a support agreement or otherwise, at its sole discretion, the Maintenance Updates will be considered part of the Software and subject to the terms of this Agreement.  If you have purchased a Maintenance and Support contract, access to Maintenance Upgrades will be provided at no extra charge and remote technical support will be provided Monday through Friday, except for public holidays observed by Clerity, from 3:00 am until 8:00 pm US Eastern Standard Time for Clerity�s Standard support contract.  If you purchase a Platinum Maintenance and Support contract, in addition to the benefits of the Standard support contract above, you will also have 24/7 access to remote support for Priority-1 (production down) support issues.  Technical support will be provided in the English language only.  Technical support will only be provided to you for the Products purchased.  Technical support shall not cover: problems not directly related to the Clerity Software; any problems found on non-supported versions of Clerity Software; problems resulting from your negligence; problems relating to hardware failures; or problems related to an improper use of Software.  Any Maintenance and Support contract that lapses more than forty five (45) days past the end-of-support date is subject to the then current Clerity support reinstatement fee, in addition to the payment of support from the last date of coverage.

8.  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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