End User License Agreement

The COBOL Technology Innovator

END USER LICENSE AGREEMENT

PLEASE READ THIS LICENSE AGREEMENT. This is a legal agreement (“License”) between you, the end user (“Licensee”) and Veryant LLC (“Veryant”). The Veryant Products (“Product”) is licensed by Veryant for use only on the terms set forth herein. The Product included software (“Software”) and related explanatory written or on-line materials (“Documentation”). The term “Software” included any upgrades, modified versions, additions and copies of the Software provided to Licensee by Veryant or its authorized distributors or resellers on any distribution media.

By express agreement, copying or otherwise using the Software, Licensee agrees to be bound by the terms of this License. The individual agreeing to this License also represents and agrees that, if such person is obtaining the Product for an entity, that such person is authorized to agree to this License on behalf of such entity. If Licensee does not agree to the terms of this License, Licensee must return the Product to Veryant.

DEFINITIONS.

 "Veryant".Producer and owner of Veryant Software, defined below. 

Software”. Object code version of the Development Environment and Deployment Environment, defined below.

Development Environment”. Software necessary for the development and compilation of applications; including:

  • isCOBOL(tm) Compiler,

  • isCOBOL(tm) IDE,

  • isCOBOL(tm) Database Bridge,

  • isCOBOL(tm) Deployment Environment.

Deployment Environment”. Production Software to be delivered to end user customers; including:

  • isCOBOL(tm) Runtime Environment, consisting of:

  • isCOBOL(tm) Server,

  • isCOBOL(tm) ISAM Server,

  • isCOBOL(tm) JISAM.

  • Additional optional components include:

  • isCOBOL(tm) ISAM UDBC

  • isCOBOL(tm) Database Bridge,

  • Runtime isCOBOL(tm) SQL Server,

  • isCOBOL(tm) Web Direct.

  •  isCOBOL(tm) WebClient.

 Product”.  Veryant Software, documentation and associated maintenance and support contract.

Maintenance Upgrades”. Patch release and full release upgrades of Software containing fixes and/or minor functionality updates.

Product Order”. Document executed by Licensee describing the Product purchased which has been accepted by Veryant or an authorized Veryant distributor. Acceptance shall occur upon the earlier or the written confirmation of acceptance of the document or delivery of the Software ordered by Licensee. Each Product Order constitutes a separate agreement and shall incorporate all of the terms of this License Agreement. In the event of any conflict between the terms of this License Agreement and the terms of any accepted Product Order, the terms of the Product Order shall govern. In no event shall any terms and conditions of Licensee contained in a purchase order or similar document issued by Licensee in connection with this Agreement or a Product Order apply. Any document issued is for the administrative purposes only of identifying the Product ordered, the number of licenses, and the price to be paid and shall have no other legal effect.

GRANT OF LICENSE. Veryant grants to Licensee the following non-exclusive, non-transferable rights:

Use. Licensee may install and use one copy of the Software for number of users, for the class of computer hardware, and for the Software features and functionality for which the corresponding non-refundable license fee has been paid for the applicable class of license as follows:

  • 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. Concurrent Users are individuals who are actively using any device or software program that accesses the Software either directly or indirectly. A CUL license is not allowed for batch only processing environments or online processing environments where Concurrent Users are operating in a transaction processing environment in the Deployment Environment which acts as a multiplexor or gateway for the actual users, and in such cases, Licensee is required to license Software by CPUL.

  • 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. Veryant 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.

  • PC License ("PCL") - Restricted to a single user on a single personal computer or workstation at any 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, without obtaining additional licenses.

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

  • CPU License (“CPUL”) - Restricted to no more than the number of designed cores to the target partition (Physical or Virtual) of CPU cores in a single designated server, rounded to the upper limit; 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.

Storage/Network. Licensee may also store or install a copy of the Software on a storage device, such as network server used only to install or run the Software on Licensee's other computers over an internal network; provided, however, the number of different computers on which the Software is used does not exceed the permitted number or users or computers for which a License has been obtained.  Licensee must acquire rights for each separate computer on which the Software is installed or run from the storage device.

Backup. Licensee may make one backup copy of the Software, provided Licensee's backup copy is not installed or used on any computer except as necessary to replace a lost or defective copy of the Software which was properly licensed. Licensee must include on the backup copy all copyright and other notices included on the Software as supplied by Veryant.  Any use of the Software for live or hot backup, testing or QA is subject to payment of a separate license fee.

Upgrades. Upon receipt of a copy of an upgraded version of the Software, the licenses granted hereunder shall be transferred to such upgraded version, and any rights to use the prior version of the Software shall terminate no later than ninety (90) days after receipt of new version. Any right to Software upgrades is subject to Licensee having a current support agreement covering Software.

RESTRICTIONS.  Licensee agrees not to:

  • Copy and distribute the Software, in whole or in part, for internal use, without paying Veryant the applicable additional fees, except

  • for making one backup copy for archival use,

  • for making a reasonable number of copies of the documentation supplied to Licensee,

  • as expressly authorized by Veryant in writing.

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

  • Use the Software for timesharing, outsourcing, hosting, service bureau use, or to provide other data processing services to third parties without entering into a separate agreement with Veryant.

  • Modify the Software.

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

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

  • Assign or otherwise transfer the Software or this Agreement to any third party without written consent from Veryant.

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

TRANSFER.  Licensee is permitted to transfer Software and associated License from one server to another server subject to the same License restrictions (ie. number of users, number of CPUs, etc). Any transfer of Software and associated license to a different server is contingent on Licensee having a valid Maintenance and Support agreement in place covering said license.

TERMINATION.  This License is effective until terminated. Licensee may terminate this License at any time by destroying the Product, together with all copies. Without prejudice to any other rights, this License shall automatically terminate if Licensee fails to comply with the terms and conditions of this License.

EXPORT REGULATIONS. All Software and technical data delivered under this License are subject to US export control laws and may be subject to export or import regulations in other countries. Licensee agrees to comply strictly with all such laws and regulations and acknowledge that Licensee has the responsibility to obtain such licenses to export, or import as may be required after delivery to Licensee.

AUDITLicensee agrees to

  • keep records of and provide the location, model and serial number of any and all systems on which the Software is installed,

  • implement a reasonable mechanism or process to ensure that Licensee’s use of the Software does not exceed the number of licenses granted, to include the number of users or the number of CPU cores, as licensed,

  • promptly provide written notice to Veryant if Licensee’s usage exceeds the license granted.

Upon Veryant’s reasonable request, but not more frequently than annually without reasonable cause, Licensee will furnish Veryant with a statement signed by a director and/or auditor as requested by Veryant verifying the above and will permit Veryant to audit the use of the Software at such times as may be mutually agreed upon. In the event Licensee’s usage exceeds the license granted, without prejudice to any other rights or remedies Veryant may have, including injunctive relief, Licensee agree to pay Veryant the then current license and maintenance fees for the use of the additional licenses.

COKIESisCOBOL (tm) WebClient uses only first-party session cookies that are strictly necessary cookies. These cookies are essential for user to use isCOBOL (tm) WebClient and its features. While it is not required to obtain consent for these cookies, what they do and why they are necessary should be explained to the end user.

  • wrt - cookie that contains JWT session refresh token for application session, used to generate a new JWT session access token used for user authentication;

  • wacrt - cookie that contains JWT session refresh token for Admin Console session, used to generate a new JWT session access token used for user authentication;

  • wlst - cookie that contains JWT token holding session attributes during login process when user is not yet authenticated.

JSON Web Token (JWT) is an open, industry standard RFC 7519 method for representing claims securely between two parties.

COPYRIGHT. The Product is the proprietary Product of Veryant, and is protected by copyright laws and international treaty provisions. Licensee is prohibited from making any additional copies of the Documentation accompanying the Product for any reason whatsoever. This License does not grant Licensee any rights, including intellectual property rights, in or to the Product.

LIMITED WARRANTY. Veryant warrants 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”. Licensee’s exclusive remedy and Veryant’s entire liability under this limited warranty will be at Veryant’s option to replace Software media or refund the fee paid for Software.

DISCLAIMER OF WARRANTY. UNLESS SPECIFIED IN THIS LICENSE, 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.

LIMITATION OF WARRANTY. TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT WILL VERYANT 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 VERYANT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. In no event will Veryant’s liability to Licensee, whether in contract, tort (including negligence), or otherwise, exceed the amount paid by Licensee for Software under this License. The foregoing limitations will apply even if the above stated warranty fails of its essential purpose.

OWNERSHIP. Veryant and where applicable, Veryant’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 Licensee with respect to the Software other than the license to use.

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

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

INTEGRATION.  This License is the entire agreement between Licensee and Veryant 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 License. No modification of this License will be binding, unless in writing and signed by an authorized representative of each party.

SUPPORT. The Software includes Standard level support for the first twelve (12) months after purchase. Thereafter, unless Licensee has purchased and paid for a Maintenance and Support contract with Veryant, Veryant is under no obligation to support the Software or to provide to Licensee any updates or error corrections (collectively referred to as "Maintenance Updates"). If Veryant 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 License. If Licensee has 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 Veryant, during Veryant’s standard working hours, unless extended 24/7 support is purchased. Technical support will be provided in the English language only. Technical support will only be provided to Licensee for the Products purchased. Technical support shall not cover:

  • problems not directly related to the Veryant Software;

  • any problems found on non-supported versions of Veryant Software;

  • problems resulting from Licensee’s negligence;

  • problems relating to hardware failures;

  • problems related to an improper use of software.

Any Licensee support and maintenance contract that has lapsed more than forty five (45) days past the end-of-support date is subject to the then current Veryant support reinstatement fee, not to exceed fifty percent (50%) of license fee, in addition to the payment of support from the last date of support coverage.