1. Scope and
Parties. This
ARUBA Software-as-a-Service Agreement (the “Agreement”) governs
the access and use of ARUBA Software-as-a-Service (defined below) by the
Customer entity from the ARUBA entity receiving the Order (defined below). ARUBA and
Customer agree that such Order will be governed by the Agreement. The terms of
this Agreement become effective when ARUBA accepts Customer’s Order, or upon
renewal of an Order (“Effective Date”), and will remain in effect
unless terminated pursuant to this Agreement.
2. ARUBA
Software-as-a-Service. “ARUBA Software-as-a-Service” or
“ARUBA SaaS” means the Aruba branded online software solutions
that ARUBA makes available for Customer use through an internet connection. The
terms for use of each ARUBA SaaS are stated in the applicable service
descriptions, data sheets, statements of work, applicable end user license
agreements, additional
license authorizations, ARUBA proposal quotations, and their applicable
exhibits, addenda, and attachments (“Supporting Material”) which are
incorporated into this Agreement by reference herein, and may be made available
to Customer in hard copy or by accessing an ARUBA website. In the event of a
conflict, Supporting Material takes precedence over this Agreement.
3. Orders. Customer may
place orders for ARUBA SaaS through ARUBA’s website, ARUBA’s authorized
resellers, customer-specific portal, or by letter, fax, or e-mail (each upon ARUBA’s
acceptance, an “Order”). The term of each ARUBA SaaS subscription
is stated in the applicable Order or Supporting Material (“SaaS Order
Term”) and begins on the date that ARUBA SaaS is made available to
Customer.
4. Access
Rights.
Customer is responsible for any and all use of ARUBA SaaS through Customer’s
credentials or any account that Customer may establish. Customer agrees to
maintain the confidentiality of Customer’s account, credentials, and any
passwords necessary to use ARUBA SaaS. Should Customer believe that there has
been unauthorized use of Customer’s account, credentials, or passwords,
Customer must immediately notify ARUBA.
5. Usage
Limitations. ARUBA SaaS may be used only for Customer’s internal
business purposes and not for commercialization. Customer will not: (i) exceed
any usage limitations identified in the Supporting Material; (ii) except to the
extent expressly permitted in Supporting Material, sell, resell, license,
sublicense, lease, rent, or distribute ARUBA SaaS or include ARUBA SaaS as a
service or outsourcing offering, or make any portion of ARUBA SaaS available
for the benefit of any third party; (iii) copy or reproduce any portion,
feature, function, or user interface of ARUBA SaaS; (iv) interfere with or
disrupt the integrity or performance of ARUBA SaaS; (v) use ARUBA SaaS to
submit, send, or store Customer-provided SaaS Data that is obscene,
threatening, libellous or otherwise unlawful or tortuous material, violates any
third party’s privacy rights, or infringes upon or misappropriates intellectual
property rights; (vi) use ARUBA SaaS to disrupt or cause harm to a third
party’s system or environment; (vii) access ARUBA SaaS to build a competitive
product or service; (viii) reverse engineer ARUBA SaaS; (ix) disclose any
information relating to the performance or operation of the ARUBA SaaS (including
any benchmarking or other testing results) to any third party without the
express prior written consent of ARUBA; or (x) engage a third party to perform
security testing on the ARUBA SaaS unless that third party enters into a
written non-disclosure agreement directly with ARUBA. Customer is responsible
for complying with all terms of use for any software, content, service, or
website it loads, creates, or accesses when using ARUBA SaaS.
6. Payment
terms.
6.1. ARUBA direct sales: The
following terms and conditions shall apply to sales done directly by ARUBA to
Customer.
a.
Prices
and Taxes. Prices will be as quoted in writing by ARUBA or, in the
absence of a written quote, as set out on ARUBA’s website, customer-specific
portal, or ARUBA published list price at the time an order is submitted to ARUBA.
Fees exclude,
and Customer will pay or reimburse, all present or future, taxes, fees, and
surcharges upon or arising from the provision of the ARUBA SaaS (however
levied), unless Customer has provided ARUBA with an appropriate exemption
certificate before the relevant ARUBA SaaS is provided. Each party bears sole
responsibility for all taxes and assessments upon its own real and personal
property and net income. If Customer is required to withhold any tax related to
the ARUBA SaaS, Customer shall reduce payment to ARUBA by the amount of the tax
and provide ARUBA with applicable tax documentation necessary for ARUBA to
reclaim all withheld taxes. If documentation has not been provided within the
time prescribed by the taxing authority, Customer will reimburse the withheld
amounts to ARUBA.
b.
Invoices
and Payment. Customer agrees to pay all invoiced amounts within thirty
(30) days of ARUBA’s invoice date.
6.2. Channel Partner sales: The following terms and
conditions shall apply to sales carried out by an ARUBA authorized reseller to
Customer.
a. Prices, taxes, invoicing and payment terms
and conditions shall be exclusively agreed between the applicable ARUBA
authorized reseller and Customer.
7. Customer-provided
SaaS Data.
Customer is solely responsible for the data, text, audio, video, images,
software, and other content input into an ARUBA system or environment during
Customer’s access or use of ARUBA SaaS (“Customer-provided SaaS Data”).
As between ARUBA and Customer, Customer is and will remain the sole and
exclusive owner of all right, title, and interest in and to all
Customer-provided SaaS Data. Customer hereby provides to ARUBA all necessary
rights to Customer-provided SaaS Data to enable ARUBA to provide ARUBA SaaS. ARUBA
will use Customer-provided SaaS Data only as necessary to provide ARUBA SaaS,
technical support, or as otherwise required by law.
8. Personal
Data.
a. If, in the
course of providing ARUBA SaaS, ARUBA processes Customer Personal Data (as
defined below), ARUBA shall process such Customer Personal Data only as
permitted under this Agreement and in compliance with applicable data
protection legislation to which ARUBA is subject as a service provider and
processor of Customer Personal Data, and in accordance with the then current
ARUBA Data Processing and Security terms and conditions, which are incorporated
into this Agreement by reference herein. For the purposes of the EU Model
Contract attached to the ARUBA Data Processing and Security terms and
conditions, when applicable, Customer and its applicable affiliates are each
the data exporter, and Customer's acceptance of this Agreement, shall be
treated as signing of the EU Model Contract and its Appendices.
b. “Customer
Personal Data” means personal data of which Customer or its affiliates is
the data controller and which ARUBA processes in the course of providing ARUBA SaaS.
The terms “controller”, “processor”, “process”, “processed”,
“processing”, and “personal data” used in this Agreement shall be
as defined by EU Directive 95/46/EC, unless otherwise defined by applicable
data protection legislation.
9. Data
Security. ARUBA
implements appropriate technical and organizational measures to protect Customer
Personal Data and Customer-provided SaaS Data. The Supporting Material for each
ARUBA SaaS describes the measures implemented for such ARUBA SaaS.
10. ARUBA SaaS Performance.
ARUBA’s
ability to deliver ARUBA SaaS will depend on Customer’s reasonable and timely
cooperation and the accuracy and completeness of any information from Customer
needed to deliver ARUBA SaaS.
11. ARUBA SaaS Operations. So long as
during the SaaS Order Term, ARUBA does not materially degrade the functionality,
as described in Supporting Material, of the ARUBA SaaS: (i) ARUBA may modify
the systems and environment used to provide ARUBA SaaS; and (ii) ARUBA reserves
the right to make any changes to ARUBA SaaS that it deems necessary or useful
to maintain or enhance the quality or delivery of ARUBA’s services to its
customers, the competitive strength of or market for ARUBA’s services, or ARUBA
SaaS’ cost efficiency or performance. ARUBA may use global resources, such as ARUBA
affiliates or third parties in worldwide locations to provide ARUBA SaaS and perform
its obligations.
12. License Grant to Software
in connection with ARUBA SaaS. To the extent that ARUBA provides
software in connection with ARUBA SaaS, ARUBA grants Customer a non-exclusive
and non-transferable license to use the version or release of the ARUBA branded
software listed in the Order or the applicable Supporting Material (the “Licensed
Software”) during the SaaS Order Term. Unless otherwise stated in
writing, Customer may only use the Licensed Software for internal purposes and
not for further commercialization. Customer may make a copy or adaptation of the
Licensed Software only for archival purposes or when it is an essential step in
the authorized use of the Licensed Software. Customer agrees that it will not
modify, reverse engineer, disassemble, decrypt, decompile, or make derivative
works of any Licensed Software unless permitted by statute, in which case
Customer will provide ARUBA with reasonably detailed information about those
activities. For non-ARUBA branded software, the third party’s license terms
will govern its use. ARUBA may monitor and audit Customer use of the Licensed
Software and compliance with any associated license terms and, if ARUBA makes a
license management program available, Customer agrees to install and use it
within a reasonable period of time. Customer may not sublicense, assign,
transfer, rent, or lease the Licensed Software except as permitted in writing by
ARUBA.
13. Warranty. ARUBA WILL
PERFORM ARUBA SAAS BY QUALIFIED PERSONNEL AND IN A WORKMANLIKE MANNER
CONSISTENT WITH THE SUPPORTING MATERIAL. TO THE EXTENT PERMITTED BY LAW, ARUBA
DISCLAIMS ALL OTHER WARRANTIES. ARUBA DOES NOT WARRANT THAT ARUBA SAAS WILL BE
UNINTERRUPTED OR ERROR FREE. IF ARUBA PROVIDES CUSTOMER WITH A FREE-OF-CHARGE
SAAS ORDER TERM, INCLUDING BUT NOT LIMITED TO ARUBA SAAS PROVIDED ON AN
EVALUATION OR “FREEMIUM” BASIS, ARUBA SAAS IS PROVIDED “AS IS” AND TO THE
EXTENT PERMITTED BY LAW, ARUBA DISCLAIMS ALL WARRANTIES AND LIABILITY. ARUBA
warranties will not apply if there has been, modification, misuse, damage not
caused by ARUBA, failure to comply with ARUBA’s instructions, or if otherwise
provided in the Supporting Materials.
14. Support Services.
Eligibility. Performance. ARUBA’s support services to be provided as
part of the ARUBA SaaS will be described in the applicable Supporting Material.
15. Open Source Components. To the
extent the Supporting Material includes open source licenses, such licenses
shall control over this Agreement with respect to the particular open source
component. To the extent Supporting Material includes the GNU General Public
License or the GNU Lesser General Public License: (a) the software includes a
copy of the source code; or (b) if you downloaded the software from a website,
a copy of the source code is available on the same website; or (c) if you send ARUBA
written notice, ARUBA will send you a copy of the source code for a reasonable
fee.
16. Intellectual Property
Rights.
No transfer of ownership of any intellectual property will occur under this Agreement.
Customer grants ARUBA a non-exclusive, worldwide, royalty-free right and
license to any intellectual property, including Customer-provided SaaS Data,
that is necessary for ARUBA and its designees to perform the ARUBA SaaS.
17. Intellectual Property
Rights Infringement. ARUBA will defend and/or settle any claims
against Customer that allege that an ARUBA branded product or service as
supplied under this Agreement infringes the intellectual property rights of a
third party. ARUBA will rely on Customer’s prompt notification of the claim and
cooperation with ARUBA’s defense. ARUBA may modify the product or service so as
to be non-infringing and materially equivalent, or may procure a license. If
these options are not available, ARUBA will refund to Customer the balance of
any pre-paid amount for the undelivered portion of the affected ARUBA SaaS. ARUBA
is not responsible for claims resulting from Customer-provided SaaS Data or
from any unauthorized use of the ARUBA SaaS. This section shall also apply to Licensed
Software, as and when applicable, except that ARUBA is not responsible for
claims resulting from Customer-provided SaaS Data, customized configurations or
designs (i) performed or provided by Customer or (ii) performed at Customer’s
direction. Customer will defend and/or settle any claims against ARUBA arising
from Customer-provided Saas Data or customized configuration or designs (i)
performed or provided by Customer or (ii) performed at Customer’s direction.
18. Limitation of
Liability.
ARUBA’s liability to Customer under this Agreement is limited to amounts
actually received by ARUBA pursuant to this Agreement in the twelve (12) month
period immediately preceding the act or omission giving rise to the claim. This
limit applies collectively to ARUBA, its employees, subsidiaries, contractors,
and suppliers. Neither Customer nor ARUBA will be liable for lost revenues or
profits, downtime costs, loss or damage of data or indirect, special, or
consequential costs or damages. This provision does not limit either party’s
liability for: unauthorized use of intellectual property, death or bodily
injury caused by their negligence, acts of fraud, nor any liability which may
not be excluded or limited by applicable law. Neither party will be liable for
performance delays or for non-performance due to causes beyond its reasonable
control, except for payment obligations. If ARUBA provides customer with a
free-of-charge SaaS Order Term, including but not limited to ARUBA SaaS
provided on an evaluation or “freemium” basis, ARUBA SaaS is provided “as is”
and to the extent permitted by law, ARUBA shall not be responsible for any loss
or damage to Customer, its customers, or any third parties caused by the ARUBA
SaaS or Licensed Software made available for Customer.
19. Suspension. ARUBA may
suspend Customer’s access and use rights to ARUBA SaaS where Customer fails to
make payments when due, Customer breaches Sections 4, 5, 6, 7, 12 or 17 of this
Agreement or Customer’s use of ARUBA SaaS is in violation of law. Customer
remains responsible for applicable fees through date of suspension including
usage and data storage fees. Customer will not be entitled to service credits
during any suspension period.
20. Termination. Either
party may terminate this Agreement on written notice if the other fails to meet
any material obligation and fails to remedy the breach within a reasonable
period after being notified in writing of the details. If either party becomes
insolvent, unable to pay debts when due, files for or is subject to bankruptcy
or receivership, or asset assignment, the other party may terminate this Agreement
and cancel any unfulfilled obligations. ARUBA may terminate this Agreement where
Customer’s access and use rights are suspended pursuant to Section 19 or to
comply with applicable laws or regulations. Any terms in this Agreement which
by their nature extend beyond termination or expiration of this Agreement will
remain in effect until fulfilled and will apply to both parties' respective
successors and permitted assigns.
21. Effect of Expiration or
Termination. Except for termination for cause due to ARUBA’s breach of
the Agreement, termination of this Agreement shall not entitle Customer to any
refund, and payment obligations are non-cancelable. Upon expiration or
termination of a SaaS Order Term, except as otherwise provided in the
Supporting Material:
a.
ARUBA may disable all
Customer access to the applicable ARUBA SaaS, and Customer shall promptly
return to ARUBA (or at ARUBA’s request destroy) any Licensed Software provided
with ARUBA SaaS; and
b.
ARUBA may make
available certain data in the format generally provided by ARUBA, subject to
the terms of the applicable Supporting Material.
22. General. This Agreement represents the parties entire understanding with respect
to its subject matter and supersedes any previous communication or agreements
that may exist. Modifications to this Agreement will be made only through an
amendment mutually agreed by both parties. The Agreement will be governed by
the laws of the country of the ARUBA entity accepting the Order and the courts
of that locale will have jurisdiction; however, ARUBA or its affiliate may
bring suit for payment in the country where the Customer affiliate that placed
the Order is located. This Agreement is assignable by either party only with
the other party's prior written consent. Notwithstanding the foregoing, ARUBA
may assign this Agreement without the prior approval of Customer to an
affiliate, subsidiary or in connection with a merger, reorganization, a
transfer of ownership of all or substantially all of ARUBA’s stock, or a sale
of all or substantially all of ARUBA's assets to which this Agreement relates.
The delay or failure of either party to exercise any rights hereunder will not
constitute or be deemed a waiver or forfeiture of such rights. No waiver will
be valid unless in writing and signed by an authorized representative of the
party against whom such waiver is sought to be enforced. Customer and ARUBA
agree that the United Nations Convention on Contracts for the International
Sale of Goods will not apply. Claims arising or raised in the United States
will be governed by the laws of the state of California, excluding rules as to
choice and conflicts of law.
Additional License Authorizations
MERIDIAN EDITOR TERMS AND CONDITIONS
YOU (“CUSTOMER”)
SHOULD CAREFULLY READ THE FOLLOWING TERMS BEFORE USE OF THE ARUBA SOFTWARE MADE
AVAILABLE FROM THE APPLICABLE HEWLETT PACKARD ENTERPRISE ENTITY (“ARUBA”). USE
OF THE SOFTWARE SHALL BE DEEMED TO CONFIRM YOUR ACCEPTANCE OF THESE TERMS.
This Meridian Editor
Terms and Conditions (the “Meridian Editor Terms and Conditions”)
supplements the ARUBA Software-as-a-Service Agreement (the “Agreement”),
and govern the access and use of ARUBA’s proprietary hosted platform and
content management system for creation, management, publication and
distribution of location-aware mobile applications and all other software and
services provided by ARUBA under this Meridian Editor Terms and Conditions. In
the event of any conflict between the Agreement or any other agreement between
the parties and this Meridian Editor Terms and Conditions, the Meridian Editor
Terms and Conditions will prevail. Capitalized terms not otherwise defined in
this Meridian Editor Terms and Conditions are defined in the Agreement.
1. Certain features of the Meridian Editor may permit Customer
to post content, including maps, photos, logos, code, video, data, text, and
other types of works (collectively, “Content”) to the Meridian Editor
and to publish Content through the Meridian Editor. During the SaaS
Order Term, Customer grants to ARUBA a worldwide, nonexclusive, royalty-free
right and license to use, host, transfer, display, perform, format and
reproduce the Content.
2. ARUBA is under no obligation to edit or control
Content that Customer or other users post or publish, and will not be responsible
or liable for Content. ARUBA may, however, at any time and without prior
notice, screen, remove, edit, or block any Content that in ARUBA’s sole
judgment violates the Meridian Editor Terms and Conditions, the Agreement or
the applicable law.
2. ARUBA may provide tools
through the Meridian Editor that enable Customer to export information,
including Content, to third party services. By using these tools, Customer
agrees that such third party services are not under ARUBA’s control, and ARUBA
is not responsible for the use of Customer’s exported information. The Meridian Editor may
contain links to third-party websites. Such linked websites are not under ARUBA
control, and ARUBA is not responsible for their content.
4.
Customer’s
use of the
Meridian Editor is subject to any and all additional terms, policies, rules, or
guidelines applicable to the Meridian Editor or certain features of the
Meridian Editor that ARUBA may post on or link to on the Meridian Editor, such
as end-user license agreements for any downloadable applications that ARUBA may
offer, or rules applicable to particular features or content on the Meridian
Editor.
5.
ARUBA
reserves all rights to the Meridian Editor not granted expressly in these Meridian
Editor Terms and Conditions or the Agreement.
6.
Except
for the services which Customer and ARUBA have mutually agreed to be provided,
or unless ARUBA and Customer mutually agree otherwise in a separate written
agreement, Customer will be solely responsible for the development,
distribution, publication, support and maintenance of the App.
7.
Customer
will submit to ARUBA the Customer Maps in accordance with the specifications, and
will identify in sufficient detail the physical shape, scale and other
characteristics of the premises to which the Meridian Technology is to be
deployed. Customer grants to ARUBA a worldwide, non-exclusive, perpetual,
fully paid-up, royalty-free, right and license to host, transfer, display,
perform, format, reproduce, modify, and prepare derivative works of the
Customer Maps in connection with the development, deployment and operation of ARUBA’s
products and services, including the Meridian Technology; provided, that ARUBA
will restrict its disclosure and distribution of the Customer Maps to
authorized end-users of the Apps.
8.
During
the SaaS Order Term, Customer grants to ARUBA a worldwide, nonexclusive right
and license to use the Customer Brand Features in connection with the products
and services provided to Customer in this Meridian Editor Terms and Conditions.
Customer wil allow ARUBA to publically announce the App when the App is made
publically available and use the Customer Brand Features on ARUBA’s websites in
marketing materials related to the App provided that ARUBA accurately depicts
the relationship between ARUBA and Customer.
9.
Customer
is not required to provide to ARUBA feedback, suggestions, improvements or
modifications regarding the Meridian Technology, the Apps, or other ARUBA
products, services, or technology (collectively, “Feedback”). To
the extent that Customer provides Feedback to ARUBA, Customer grants to ARUBA a
non-exclusive, irrevocable, royalty-free, world-wide license to use such
Feedback and incorporate such Feedback into its products, services, and
technology without restriction.
10.
THE
MERIDIAN TECHNOLOGY, INCLUDING WITHOUT LIMITATION, THE MERIDIAN EDITOR, THE
MERIDIAN APP, THE BRANDED APP, AND THE SDK, AND ANY SERVICES PROVIDED
HEREUNDER, ARE PROVIDED “AS IS” AND WITHOUT WARRANTIES OR CONDITIONS OF
ANY KIND, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY,
NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. ARUBA AND
ITS SUPPLIERS DO NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE MERIDIAN
TECHNOLOGY, INCLUDING WITHOUT LIMITATION, THE MERIDIAN EDITOR, THE MERIDIAN
APP, THE BRANDED APP, AND THE SDK, AND ANY SERVICES PROVIDED HEREUNDER WILL MEET CUSTOMER’S
REQUIREMENTS OR THAT THE OPERATION OF THE SERVICES WILL BE UNINTERRUPTED OR
ERROR-FREE.
11.
Customer
will defend and/or settle any claims, liabilities, damages, losses and
expenses, including reasonable attorneys' and accounting fees and costs, against
ARUBA and its officers, directors, employees, consultants, affiliates,
subsidiaries and agents (collectively, the "ARUBA Entities")
arising out of or in any way connected with (i) Customer’s violation of any
applicable law or regulation (including any privacy or consumer protection law
or regulation); (ii) Customer’s violation of any third party right, including
without limitation any intellectual property, confidentiality, or property
right or right of privacy or publicity; or (iii) any disputes or issues between
Customer and any third party (including any end user). ARUBA reserves the
right, at ARUBA’s own expense, to assume the exclusive defense and control of
any matter otherwise subject to indemnification by Customer, and in such case,
Customer agrees to cooperate with ARUBA’s defense of such claim.
12.
ARUBA
complies with the provisions of the Digital Millennium Copyright Act applicable
to internet service providers (17 U.S.C. §512, as amended). If a third party has
complaints with respect to material posted on the Meridian Editor, it may
contact our Designated Agent at the following address: Hewlett Packard
Enterprise Company, 3333 Scott Blvd., Santa Clara, CA 95054, E-mail: hpe-aruba-meridian@hpe.com . Any
notice alleging that materials hosted by or distributed through the Meridian
Editor infringe intellectual property rights must include the following
information: a) an electronic or physical signature of the person authorized to
act on behalf of the owner of the copyright or other right being infringed; b) a
description of the copyrighted work or other intellectual property that may have
been infringed; c) a description of the material that may be infringing and where
it is located; d) claimaint address, telephone number, and email address; e) a
statement by claimant stating that in good faith belief that the use of the
materials on the Meridian Editor referred above are not authorized by the
copyright owner, its agent, or the law; and f) a statement by claimant stating that
the above information in the notice is accurate and that, under penalty of
perjury, it is the copyright or intellectual property owner or authorized to
act on the copyright or intellectual property owner's behalf.
13.
ARUBA
may promptly terminate without notice the accounts of end users that are
determined by ARUBA to be “repeat infringers." A repeat infringer is an
end user who has been notified of infringing activity more than twice and/or
has had Content removed from the Meridian Editor more than twice.
14.
Definitions.
a.
“App”
means the Meridian App, or the Branded App as applicable.
b.
“Branded
App” means a software application that is the Meridian App, but is
published and distributed under the Customer Brand Features.
c.
“Customer
Brand Features” means customer trademarks, trade names, and logos.
d.
“Customer
Maps” means the electronic blueprints or maps (including overview and
floor maps) of the Customer premises that are provided by Customer to ARUBA.
e.
“Meridian
App(s)” means the software application(s) for mobile and tablet form
factor devices distributed by ARUBA under the “Meridian” brand or mark and any
successor applications thereto.
f.
“Meridian
Editor” means ARUBA’s proprietary hosted platform and content
management system for creation, management, publication and distribution of
Apps, as may be further described in the applicable documentation.
g.
“Meridian
Technology” means all technology, including all software,
systems and specifications of ARUBA related to its cloud-based way-finding
and data storage, analysis, transmission and reporting platform and business,
including, without limitation, the SDK, Meridian App, Branded App, the Meridian
Editor and applicable documentation to any of the foregoing.
h.
“SDK”
means ARUBA’s proprietary software development kit, as may be made available to
Customer solely for the purpose of integrating certain Meridian Technology with
a customer App.
Additional License Authorizations
MERIDIAN SDK TERMS AND CONDITIONS
YOU (“CUSTOMER”)
SHOULD CAREFULLY READ THE FOLLOWING TERMS BEFORE USE OF THE ARUBA SOFTWARE MADE
AVAILABLE FROM THE APPLICABLE HEWLETT PACKARD ENTERPRISE ENTITY (“ARUBA”). USE
OF THE SOFTWARE SHALL BE DEEMED TO CONFIRM YOUR ACCEPTANCE OF THESE TERMS.
This Meridian SDK Terms and
Conditions (the “Meridian SDK Terms and Conditions”) supplements
the ARUBA Software-as-a-Service Agreement (the “Agreement”), and
governs the access and use of Meridian SDK. In the event of any
conflict between the Agreement or any other agreement between the parties and
this Meridian SDK Terms and
Conditiions, the Meridian SDK Terms and Conditions will prevail. Capitalized
terms not otherwise defined in these Meridian SDK Terms and Conditions are
defined in the Agreement.
1.
Meridian
SDK License. During the SaaS Order Term, ARUBA
hereby grants Customer a worldwide, non-transferable (except for a permitted
assignment of the Meridian SDK Terms and Conditions), non-exclusive license
to (a) use the Meridian SDK internally for the sole purpose of integrating the
Meridian SDK with the Customer App, (b) use certain portions of the Meridian
SDK solely as required for Customer’s creation of the Customer App, in the
manner enabled by ARUBA and in accordance with any applicable documentation
provided by ARUBA; and (c) operate and distribute the Customer App as
integrated with the Meridian SDK, in the manner enabled by ARUBA and in
accordance with any applicable documentation provided by ARUBA.
2.
Definitions
2.1.
“Customer
App” means a software application developed or distributed by or on behalf
of Customer that utilizes the Meridian SDK.
2.2.
“Meridian
SDK” means the software development kit and any other documentation and
software that may be provided by ARUBA to Customer with the software
development kit (including any updates to the foregoing).