Transfer request form August 2014draft - License...

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SOFTWARE LICENSE OWNERSHIP TRANSFER REQUEST FORM Revised October 2015 Transfer Request Form Page 1 of 6 Mail to: HEWLETT PACKARD ENTERPRISE COMPANY, SLT, ul. Powstancow Slaskich 7a, 53-332 Wroclaw, Poland Phone: +44 203 450 5383, e-mail: [email protected] Mail to: HEWLETT PACKARD ENTERPRISE COMPANY, SLT, PO Box 4048, Highway 110 North Km 5.1 Aguadilla, PR 00605, Puerto Rico Phone: +1 (800) 538 1733, e-mail: [email protected] 1. CUSTOMER INFORMATION TRANSFEROR (current owner): TRANSFEREE (new owner): Company Name: Company Name: Address: Address: City, Country, Post Code: City, Country, Post Code: Contact Name: Contact Name: E-mail: E-mail: Phone Number: Phone Number: Transferor understands that software licenses and associated rights are terminated upon approval of this SLT Request by HEWLETT PACKARD ENTERPRISE COMPANY Transferee should agree to the terms of the HEWLETT PACKARD ENTERPRISE COMPANY AGREEMENT FOR SOFTWARE LICENSE TRANSFERS (Pages 4 to 6 of this document) Date: Authorized Representative Signature: Name: Title:

Transcript of Transfer request form August 2014draft - License...

Page 1: Transfer request form August 2014draft - License managerenterpriselicense.hpe.com/public/docs/slt/Transfer_Request_Form.pdf · Revised October 2015 Transfer Request Form Page 5 of

SOFTWARE LICENSE OWNERSHIP TRANSFER REQUEST FORM

Revised October 2015 Transfer Request Form Page 1 of 6

Mail to: HEWLETT PACKARD ENTERPRISE COMPANY, SLT, ul. Powstancow Slaskich 7a, 53-332 Wroclaw, PolandPhone: +44 203 450 5383,e-mail: [email protected]

Mail to: HEWLETT PACKARD ENTERPRISE COMPANY, SLT, PO Box 4048, Highway 110 North Km 5.1 Aguadilla, PR 00605, Puerto Rico Phone: +1 (800) 538 1733, e-mail: [email protected]

1. CUSTOMER INFORMATION

TRANSFEROR (current owner): TRANSFEREE (new owner):

Company Name: Company Name:

Address: Address:

City, Country, Post Code: City, Country, Post Code:

Contact Name: Contact Name:

E-mail: E-mail:

Phone Number: Phone Number:

Transferor understands that software licenses and associated rights are terminated upon approval of this SLT Request by HEWLETT PACKARD ENTERPRISE COMPANY

Transferee should agree to the terms of the HEWLETT PACKARD ENTERPRISE COMPANY AGREEMENT FOR SOFTWARE LICENSE TRANSFERS (Pages 4 to 6 of this document)

Date:

Authorized Representative Signature:

Name:

Title:

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2A. HARDWARE INFORMATION if transferring licenses associated to hardware

System Type :

HP9000/HP3000 Integrity EVA 3PAR Other: Please provide details

Model: Serial Number**: Multiple systems Please attach the list

WWN*:

*World Wide Name for an EVA. It can be found in Command View, by selecting the General Tab. Alternatively, the WWN can be found in HPE RSM within Storage System>View Properties. The WWN and the Serial # should both be provided for EVA License transfers.** For 3PAR: HPE Serial Number and Inserv Serial Number3PAR Inserve Serial Number>From a 3PAR CLI client, enter “showsys -d” to view the serial number of the InServ> from the InForm Management Console (IMC)>from the Manager Pane located in the lower left pane, click Systems>from the Management Tree located in the upper left pane, select an InServe>In the Management Window, select the Summary tab>The InServ serial number is listed under the General column.

2B. LICENSE INFORMATION

Service Agreement ID (SAID) Product Number/SKU License Name, Description Qty.

Please attach a list if necessary

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3. REASON FOR TRANSFER

Used System Sale Merger Spin-off Acquisition

Divesture Third Party Sale Other (please explain):

4. ADDITIONAL INFORMATION

• Would the Transferee be interested in purchase/renewal of the HPE support contact for this software?

YES NO

TRANSFER PROCESS For Software Licenses associated with HP3000/9000, Integrity, EVA

• The Transferee must sign and return the HEWLETT PACKARD ENTERPRISE COMPANY AGREEMENT FOR SOFTWARELICENSE TRANSFERS, before the transfer can be completed.This form is available at: enterpriselicense.hpe.com/SLT

• The Transferor must provide Proof of Ownership of the software licenses and servers. Proof of ownership must include theserver serial number and product number, and itemize the software products. The following documents can be used as proof ofownership:

1. A copy of an HPE invoice, or an HPE Authorized Reseller invoice, OR2. A copy of a complete HPE Support Agreement/Contract listing the hardware and

software, OR3. A copy of an HPE packing slip listing the hardware and software, OR4. A copy of an executed Software License Transfer Authorization – Exhibit F00

• Software Certificates do not identify the license owner and cannot be used as proof of ownership.

For more information regarding the license transfer process, please contact the SLT Department or go to our web site at: enterpriselicense.hpe.com/SLT

Revised October 2015 Transfer Request Form

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1. DEFINITIONS

a. Affiliate of a party means an entity controlling, controlled by, or under common control with, that party.b. Customer or Transferee means the entity who is obtaining the Software license covered by this agreement.c. Hardware means computer and related devices and equipment, related documentation, accessories, parts, and upgrades.d. HPE means the Hewlett Packard Enterprise Company entity listed below.e. HPE Branded means Products bearing a trademark or service mark of Hewlett-Packard Enterprise Company or any Hewlett-Packard Enterprise Company

Affiliate.f. HPE Business Partner means select companies authorized by HEWLETT PACKARD ENTERPRISE COMPANY to promote, market, support, and deliver

certain Products and services.g. Product means Hardware and Software listed in HEWLETT PACKARD ENTERPRISE COMPANY's standard price list.h. Software means machine-readable instructions and data (and copies thereof), related updates and upgrades, licensed materials, user documentation, user

manuals, and operating procedures.i. Software License Information (“SLI”) is license information that is specific to a Software Product. SLI may be found in a file in the Software Product’s

directory or as information that accompanies the Software Product or in quotations.j. Specification means technical information about Products published in HEWLETT PACKARD ENTERPRISE COMPANY Product manuals, user

documentation, and technical data sheets.k. Transferor means the entity from whom Customer obtained the Software license covered by this agreement.

2. APPLICABILITY

This agreement shall solely and exclusively apply to transactions for the transferred Software listed on the Software License Transfer Authorization (F00),hereby incorporated and attached.

3. LICENSE GRANT

HEWLETT PACKARD ENTERPRISE COMPANY grants Customer a non-exclusive, non-transferable license to “Use”, in object code form, the version orrelease of the HEWLETT PACKARD ENTERPRISE COMPANY Branded Software delivered to Transferor. Unless otherwise specified in the SLI, “Use” meansto install, store, load, execute, and display one copy of the Software on one device at a time for Customer’s internal business purposes. Customer’s Use of suchSoftware is subject to these license terms, the applicable Use restrictions and authorizations, and applicable licensed locations for the Software specified in SLI(the “Software License”). The usage terms specified in the SLI for HEWLETT PACKARD ENTERPRISE COMPANY Branded Software will not be materiallymore restrictive than the Use defined in this sub-section. For non-HEWLETT PACKARD ENTERPRISE COMPANY Branded Software, the third party supplier’slicense terms and use restrictions found in the SLI will solely govern its use.

4. OWNERSHIP

This Software License confers no title or ownership and is not a sale of any rights in the Software. Third-party suppliers are intended beneficiaries under thisagreement and independently may protect their rights in the Software in the event of any infringement. All rights not expressly granted to Customer arereserved solely to HEWLETT PACKARD ENTERPRISE COMPANY or its suppliers.

5. UPGRADES

Software versions or maintenance updates, if available, may be ordered separately or may be available through Software support. HEWLETT PACKARDENTERPRISE COMPANY reserves the right to require additional licenses and fees for Software versions or separately purchased maintenance updates or forUse of the Software in conjunction with upgraded Hardware or Software. When Customer obtains a license for a new Software version through Softwaresupport or purchases an upgrade license to a new version, Customer’s Software License for the earlier version shall terminate. Software versions are subject tothe license terms in effect on the date that HEWLETT PACKARD ENTERPRISE COMPANY delivers or makes the version available to Customer.

6. LICENSE RESTRICTIONS

a. Use Restrictions. Customer may not exceed the number of licenses, agents, tiers, nodes, seats, or other Use restrictions or authorizations agreed to andpaid for by the Transferor. Some Software may require license keys or contain other technical protection measures. Customer acknowledges thatHEWLETT PACKARD ENTERPRISE COMPANY may monitor Customer's compliance with Use restrictions and authorizations remotely, or otherwise. IfHEWLETT PACKARD ENTERPRISE COMPANY makes a license management program available which records and reports license usage information,Customer agrees to appropriately install, configure and execute such license management program beginning no later than one hundred and eighty (180)days from the date it is made available to Customer and continuing for the period that the software is used.

b. Copy and Adaptation. Unless otherwise permitted by HEWLETT PACKARD ENTERPRISE COMPANY, Customer may only make copies or adaptationsof the Software for archival purposes or when copying or adaptation is an essential step in the authorized Use of the Software. If Customer makes a copyfor backup purposes and installs such copy on a backup device, unless otherwise provided in the SLI, Customer may not operate such backupinstallation of the Software without paying an additional license fee, except in cases where the original device becomes inoperable. If a copy is activatedon a backup device in response to failure of the original device, the Use on the backup device must be discontinued when the original or replacementdevice becomes operable. Customer may not copy the Software onto or otherwise Use or make it available on, to, or through any public or externaldistributed network. Licenses that allow Use over Customer's intranet require restricted access by authorized users only.

c. Copyright Notice. Customer must reproduce all copyright notices that appear in or on the Software (including documentation) on all permitted copies oradaptations. Copies of documentation are limited to internal use.

d. Designated System. Notwithstanding anything to the contrary herein, the Software License for certain Software, as identified in SLI, is non-transferableand for Use only on a computer system owned, controlled, or operated by or solely on behalf of Customer and may be further identified by HEWLETTPACKARD ENTERPRISE COMPANY by the combination of a unique number and a specific system type (“Designated System”) and such license willterminate in the event of a change in either the system number or system type, an unauthorized relocation, or if the Designated System ceases to be withinthe possession or control of Customer.

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HEWLETT PACKARD ENTERPRISE COMPANY AGREEMENT FOR SOFTWARE LICENSE TRANSFERS

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e. OS Software. Operating system Software may only be used when operating the associated Hardware in configurations as approved, sold, or subsequentlyupgraded by HEWLETT PACKARD ENTERPRISE COMPANY or an HEWLETT PACKARD ENTERPRISE COMPANY Business Partner.

f. Changes. Customer will not modify, reverse engineer, disassemble, decrypt, decompile, or make derivative works of the Software. Where Customer hasother rights mandated under statute, Customer will provide HEWLETT PACKARD ENTERPRISE COMPANY with reasonably detailed informationregarding any intended modifications, reverse engineering, disassembly, decryption, or decompilation and the purposes therefore.

g. Use for Service Provision. Extending the Use of Software to any person or entity other than Customer as a function of providing services, (i.e.; making theSoftware available through a commercial timesharing or service bureau) must be authorized in writing by HEWLETT PACKARD ENTERPRISECOMPANY prior to such use and may require additional licenses and fees.

h. Consultant Use and Access. Subject to the terms and conditions of this agreement, Customer may permit a consultant or subcontractor to Use Softwareat the licensed location for the sole purpose of providing services to Customer. Customer will be responsible and directly liable to HEWLETT PACKARDENTERPRISE COMPANY for consultants’ compliance with this agreement.

7. LICENSE TERM AND TERMINATION

Unless a different time period for the license is specified in the applicable SLI or quotation,, the Software License granted to Customer will be perpetual,provided however that HEWLETT PACKARD ENTERPRISE COMPANY may terminate the Software License upon notice for failure to comply with thisagreement. Immediately upon termination of the Software License or upon expiration of any individual limited term license, Customer will destroy the Softwareand all copies of the Software subject to the termination or expiration or return them to HEWLETT PACKARD ENTERPRISE COMPANY. Customer shallremove and destroy or return to HEWLETT PACKARD ENTERPRISE COMPANY any copies of the Software that are merged into adaptations, except forindividual pieces of data in Customer’s database. Customer may retain one copy of the Software subsequent to termination solely for archival purposes only. AtHEWLETT PACKARD ENTERPRISE COMPANY’s request, Customer will certify in writing to HEWLETT PACKARD ENTERPRISE COMPANY that Customerhas complied with these requirements.

8. LICENSE TRANSFER

Customer may not sublicense, assign, transfer, rent, or lease the Software or the Software License to any other party except as permitted in this agreement.Except as provided in sub-section 6.d above, HEWLETT PACKARD ENTERPRISE COMPANY Branded Software licenses are transferable subject toHEWLETT PACKARD ENTERPRISE COMPANY's prior written authorization and payment to HEWLETT PACKARD ENTERPRISE COMPANY of anyapplicable fees or compliance with applicable third party terms. Upon transfer of the Software License Customer's rights under the License will terminate andCustomer will immediately deliver the Software and all copies to the transferee. The transferee must agree in writing to the terms of the Software License, and,upon such agreement, the transferee will be considered the “Customer” for purposes of the license terms. Customer may transfer firmware only upon transfer ofthe associated Hardware.

9. U.S. FEDERAL GOVERNMENT USE

If the Software is licensed for use in the performance of a U.S. Government prime contract or subcontract, Customer agrees that, consistent with FAR 12.211and 12.212, commercial computer Software, computer Software documentation and technical data for commercial items are licensed under HEWLETTPACKARD ENTERPRISE COMPANY’s standard commercial license.

10. COMPLIANCE

Customer agrees that HEWLETT PACKARD ENTERPRISE COMPANY may audit Customer’s compliance with the Software License terms. Any such auditwould be at HEWLETT PACKARD ENTERPRISE COMPANY’s expense, require reasonable notice, and would be performed during normal business hours. Ifan audit reveals underpayments then Customer will immediately pay HEWLETT PACKARD ENTERPRISE COMPANY such underpayments together with thecosts reasonably incurred by HEWLETT PACKARD ENTERPRISE COMPANY in connection with the audit and seeking compliance with this sub-section.

11. IMPLIED LICENSEThere are no implied licenses.

12. INTELLECTUAL PROPERTY INFRINGEMENT

a. Third-Party Claims. HEWLETT PACKARD ENTERPRISE COMPANY will defend or settle any third party claims against Customer alleging that HEWLETTPACKARD ENTERPRISE COMPANY Branded Software (excluding Custom Products) provided under this agreement infringes intellectual property rights inthe country where they were sold, if Customer:1. promptly notifies HEWLETT PACKARD ENTERPRISE COMPANY of the claim in writing;2. cooperates with HEWLETT PACKARD ENTERPRISE COMPANY in the defense of the claim; and3. grants HEWLETT PACKARD ENTERPRISE COMPANY sole control of the defense or settlement of the claim.HEWLETT PACKARD ENTERPRISE COMPANY will pay infringement claim defense costs, HEWLETT PACKARD ENTERPRISE COMPANY–negotiatedsettlement amounts, and court-awarded damages.

b. Remedies. If such a claim appears likely, then HEWLETT PACKARD ENTERPRISE COMPANY may modify the HEWLETT PACKARD ENTERPRISECOMPANY Branded Software or Support, procure any necessary license, or replace the affected item with one that is at least functionally equivalent. IfHEWLETT PACKARD ENTERPRISE COMPANY determines that none of these alternatives is reasonably available, then HEWLETT PACKARDENTERPRISE COMPANY will issue Customer a refund equal to the Customer’s net book value.

c. Exclusions. HEWLETT PACKARD ENTERPRISE COMPANY has no obligation for any claim of infringement arising from:1. HEWLETT PACKARD ENTERPRISE COMPANY’s compliance with Customer or third party designs, specifications, instructions, or technical information;2. Modifications made by Customer or a third party;3. Customer’s non-compliance with the Specifications;4. Customer’s use with products, software, or services that are not HEWLETT PACKARD ENTERPRISE COMPANY Branded; or5. Any open source or freeware software.

d. Sole and Exclusive. This sub-section 16 states HEWLETT PACKARD ENTERPRISE COMPANY's entire liability for claims of intellectual propertyinfringement.

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13. WARRANTY STATEMENT

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, HEWLETT PACKARD ENTERPRISE COMPANY AND ITS SUPPLIERS PROVIDE THESOFTWARE “AS IS” AND WITH ALL FAULTS, AND HEREBY DISCLAIM ALL INDEMNITIES, WARRANTIES AND CONDITIONS, EITHER EXPRESS,IMPLIED, WHETHER BY STATUTE, COMMON LAW, CUSTOM OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE ANDNON-INFRINGEMENT, ANY IMPLIED WARRANTIES, DUTIES OR CONDITIONS OF MERCHANTABILITY, OF FITNESS FOR A PARTICULARPURPOSE, AND OF LACK OF VIRUSES. HEWLETT PACKARD ENTERPRISE COMPANY DOES NOT WARRANT THAT THE OPERATION OFSOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE OR THAT THE SOFTWARE WILL MEET CUSTOMER’S REQUIREMENTS. SOME STATES/RISDICTIONS DO NOT ALLOW EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON THE DURATION OF IMPLIED WARRANTIES, SO THEABOVE DISCLAIMER MAY NOT APPLY IN ITS ENTIRETY.

14. LIMITATION OF LIABILITY

EXCEPT FOR DAMAGES FOR BODILY INJURY (INCLUDING DEATH) AND AMOUNTS PAYABLE UNDER SUB-SECTION 12.a, HEWLETT PACKARDENTERPRISE COMPANY SHALL NOT BE RESPONSIBLE FOR ANY LOSS OR DAMAGE TO CUSTOMER, ITS CUSTOMERS, OR ANY THIRD PARTIESCAUSED BY THE SOFTWARE OR BY HEWLETT PACKARD ENTERPRISE COMPANY’S PERFORMANCE UNDER THIS AGREEMENT. TO THEMAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL HEWLETT PACKARD ENTERPRISE COMPANY OR ITS SUPPLIERS BELIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES OF ANY KIND OR FOR ANY DAMAGES FOR LOSS OFPROFITS OR REVENUES, BUSINESS INTERRUPTION, DOWNTIME COSTS, FAILURE TO REALIZE EXPECTED SAVINGS, LOSS, DISCLOSURE,UNAVAILABILITY OF OR DAMAGE TO DATA, SOFTWARE RESTORATION, OR LOSS OF PRIVACY ARISING OUT OF OR IN ANY WAY RELATED TOTHE USE OF OR INABILITY TO USE THE SOFTWARE, OR OTHERWISE IN CONNECTION WITH ANY PROVISION OF THIS AGREEMENT, EVEN IFHEWLETT PACKARD ENTERPRISE COMPANY OR ANY SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IFTHE REMEDY FAILS OF ITS ESSENTIAL PURPOSE. SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OFINCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY.

15. GENERAL

a. Assignment. Customer may not assign, delegate or otherwise transfer all or any part of this agreement without prior written consent from HEWLETTPACKARD ENTERPRISE COMPANY. Any such attempted assignment, delegation, or transfer will be null and void. Assignments of HEWLETTPACKARD ENTERPRISE COMPANY Software licenses are subject to compliance with HEWLETT PACKARD ENTERPRISE COMPANY's Softwarelicense transfer policies.

b. Export and Import. Customer who exports, re-exports, imports, or otherwise transfers Products, technology, or technical data purchased hereunder,assumes responsibility for complying with applicable laws and regulations and for obtaining required export and import authorizations. HEWLETTPACKARD ENTERPRISE COMPANY may suspend performance under this agreement: 1) if the Customer is in violation of any applicable laws orregulations, and 2) to the extent necessary to assure compliance under the U.S. or other applicable export or similar regulations.

c. Governing Law. Disputes arising from this agreement will be governed by the law of the jurisdiction of the principal place of business of the HEWLETTPACKARD ENTERPRISE COMPANY Entity listed below and the courts of that locale will have jurisdiction, except that HEWLETT PACKARDENTERPRISE COMPANY may, at its option, bring suit for collection in the country where the Customer Affiliate that placed the order is located. Customerand HEWLETT PACKARD ENTERPRISE COMPANY agree that the United Nations Convention on Contracts for the International Sale of Goods will notapply to this agreement. Claims arising or raised in the United States will be governed by the laws of the State of California, excluding rules as to choiceand conflict of law.

d. Severability. In the event any provision of this agreement is held invalid or unenforceable, the remainder of this agreement will remain enforceable andunaffected thereby.

e. Entire Agreement. This agreement supersede any previous communications, representations or agreements between the parties, whether oral or written,regarding transactions for transferred Software and applicable used systems as listed on the Software License Transfer Authorization (F00). Customer'sadditional or different terms and conditions will not apply. This agreement may not be changed except by an amendment signed by an authorizedrepresentative of each party.

f. Order of Precedence. Unless otherwise agreed or provided herein, documents will apply in the following descending order of precedence:

1. SLI;2. the sections of this agreement.

EFFECTIVE DATE:

Agreed to by: HPE Entity:

Agreed to by: Customer Name:

Authorized Signature: Print Name: Date: Address:

Authorized Signature: Print Name: Date: Address:

Contact Name: Phone: EMail: Fax:

Contact Name: Phone: EMail: Fax: