﻿SUSE® Manager 3.2 Server
SUSE® Manager 3.2 Proxy
SUSE® Manager 3.2 for Retail

SUSE End User License Agreement

PLEASE READ THIS AGREEMENT CAREFULLY. BY PURCHASING, INSTALLING, DOWNLOADING
OR OTHERWISE USING THE SOFTWARE (INCLUDING ITS COMPONENTS), YOU AGREE TO THE
TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE WITH THESE TERMS, YOU ARE NOT
PERMITTED TO DOWNLOAD, INSTALL OR USE THE SOFTWARE AND YOU SHOULD NOTIFY THE
PARTY FROM WHICH YOU PURCHASED THE SOFTWARE TO OBTAIN A REFUND. AN INDIVIDUAL
ACTING ON BEHALF OF AN ENTITY REPRESENTS THAT HE OR SHE HAS THE AUTHORITY TO
ENTER INTO THIS AGREEMENT ON BEHALF OF THAT ENTITY.

This End User License Agreement (“Agreement”) is a legal agreement between
You (an entity or a person) and SUSE LLC (“Licensor”). The software product
identified in the title of this Agreement for which You have acquired
licenses, any media or reproductions (physical or virtual) and accompanying
documentation (collectively the “Software”) is protected by the copyright
laws and treaties of the United States (“U.S.”) and other countries and is
subject to the terms of this Agreement. If the laws of Your principal place
of business require contracts to be in the local language to be enforceable,
such local language version may be obtained from Licensor upon written
request and shall be deemed to govern Your purchase of licenses to the
Software. Any add-on, update, mobile application, module, adapter or support
release to the Software that You may download or receive that is not
accompanied by a license agreement is Software and governed by this Agreement.
If the Software is an update or support release, then You must have validly
licensed the version and quantity of the Software being updated or supported
in order to install or use the update or support release.

LICENSED USE

LICENSES. The Software and each of its components are owned by Licensor or
other licensors and are protected under copyright laws and other applicable
laws. Subject to compliance with the terms and conditions of this Agreement,
Licensor grants to You a perpetual, non-exclusive, non-transferable,
worldwide license to reproduce and use copies of the Software within Your
Organization (as defined below) solely in connection with, and for the
duration of, your lawfully acquired licenses for SUSE Linux Enterprise
Server 12, SUSE Linux Enterprise Desktop 12 and associated products.
Associated products currently include, but are not limited to, the following:
WebYaST, SUSE Linux Enterprise High Availability Extension, GEO Clustering
for SUSE Linux Enterprise High Availability Extension, SUSE Linux Enterprise
Real Time Extension, SUSE Linux Enterprise Point of Sale, SUSE Linux
Enterprise Server for SAP applications. Regarding SUSE Manager for Retail,
You are only permitted to connect to SUSE Manager Server via the SUSE Manager
for Retail Branch Servers with SUSE Linux Enterprise Point of Service Clients
with current and valid Subscriptions Offerings. SUSE Manager for Retail may
only be deployed and used to manage typical point of service environments
(such as retail, hospitality, healthcare etc.).

"Organization" means a legal entity, excluding subsidiaries and affiliates
with a separate existence for tax purposes or for legal personality purposes.
An example of an Organization in the private sector would be a corporation,
partnership, or trust, excluding any subsidiaries or affiliates of the
organization with a separate tax identification number or company
registration number. A public sector example of an Organization would be a
specific government body or local government authority.

THIRD PARTY SOFTWARE/OPEN SOURCE. Nothing in this Agreement shall restrict,
limit or otherwise affect any rights or obligations You may have, or
conditions to which You may be subject, under any applicable open source
licenses to any open source code contained in the Software. The Software may
include or be bundled with other software programs licensed under different
terms and/or licensed by a third party other than Licensor. Use of any
software programs accompanied by a separate license agreement is governed by
that separate license agreement.

SUBSCRIPTION SERVICES. Licensor has no obligation to provide maintenance or
support unless You purchase a subscription offering that expressly includes
such services. Licensor sells subscription offerings for the Software that
entitles You to fee based technical support and/or internal use of Software
updates provided on a specified annual period (“Subscription Offering”) and
are subject to the terms of the Subscription Offering Terms and Conditions
available here https://www.suse.com/products/terms_and_conditions.pdf. In
addition to these Subscription Offering services for the SUSE Manager Server
and/or SUSE Manager Proxy, for each unique instance that connects to SUSE
Manager Server, either directly or via a SUSE Manager Proxy, You must purchase
the appropriate number of SUSE Manager Lifecycle Management Subscription
Offerings. No additional SUSE Manager Lifecycle Management Subscription
Offerings need to be purchased
(a) for the instances that connect to the SUSE Manager Server via the SUSE
Manager for Retail Branch Server or
(b) the SUSE Manager for Retail Branch Server (including POS related workloads
running on the branch server).
You may also need to purchase additional Subscription Offerings for some
advanced functionality to be supported. Furthermore, if you have purchased a
Subscription Offering that restricts the number of managed instances connected
to SUSE Manager, then you may not register more than that number of managed
instances with SUSE Manager.

MARKS. No right or license, express or implied, is granted under this
Agreement with respect to any trademark, trade name or service mark of
Licensor or its affiliates or licensors (“Mark”). This Agreement does not
permit you to distribute the Software or its components using Licensor's
trademarks, regardless of whether the copy has been modified. You may make a
commercial redistribution of the Programs only if
(a) permitted under a separate written agreement with Licensor authorizing
such commercial redistribution, or
(b) you remove and replace all occurrences of any Mark.

RESTRICTIONS

License Restrictions. The Software and each of its components are owned by
Licensor and/or its licensors and are protected under copyright law and under
other laws as applicable. Title to the Software and any component, or to any
copy, modification, or merged portion shall remain with Licensor and other
licensors, subject to the applicable license. Licensor reserves all rights not
expressly granted to You. The Software is licensed for Your internal use only.
Except as this Agreement expressly allows and without limiting any rights or
obligations set forth in the “Third Party/Open Source” section above, You may
not
(1) remove any patent, trademark, copyright, trade secret or other proprietary
notices or labels on the Software or its documentation;
(2) modify, alter, create derivative works, reverse engineer, decompile, or
disassemble the Software except and only to the extent expressly permitted
by applicable law;
(3) transfer, assign, pledge, rent, timeshare, host or lease the Software, or
sublicense any of Your license grants or rights under this Agreement; in whole
or in part, without prior written permission of Licensor,
(4) disclose the results of any performance, functional or other evaluation or
benchmarking of the Software to any third party without the prior written
permission of Licensor.

Outsourcing Requirements. Your license to use the Software may be used under
the terms of this Agreement by a third party acting on Your behalf, such as a
third party cloud provider or outsourcing vendor who manages or hosts (either
remotely or virtually) the Software for You, subject to and conditioned upon
Your adherence to the following:
(1) You remain responsible for all of Your obligations under this Agreement
and enter into an enforceable agreement with the third party that contains
terms and conditions to protect Licensor's rights in the Software that are
no less restrictive than those contained in this Agreement, including without
limitation the Verification section below;
(2) You prohibit use of the Software by the third party for any purpose other
than Your sole benefit;
(3) You are solely responsible to Licensor for any and all breaches of this
Agreement by the third party; and
(4) You are and will remain current on subscription purchases that cover all
installations and deployments of the Software by the third party on Your
behalf.

Appliance License. If, either directly from Licensor or from a third party,
you have received a hardware, software or other appliance that uses the
Software, You acknowledge and agree to use the Software solely for the
purpose of running the appliance and not as a general purpose operating system.

OWNERSHIP

No title to or ownership of the Software is transferred to You. Licensor
and/or its third party licensors retain all right, title and interest in
and to all intellectual property rights in the Software and Services,
including any adaptations or copies thereof. The Software is not sold to You,
You acquire only a conditional license to use the Software. Title, ownership
rights and intellectual property rights in and to the content accessed
through the Software are the property of the applicable content owner and may
be protected by applicable copyright or other law. This Agreement gives You no
rights to such content.

LIMITED WARRANTY

Licensor warrants that the media that the Software is delivered on will be free
from defects in materials and manufacture under normal use for a period of
sixty (60) days from the date of delivery to you. THE FOREGOING WARRANTY IS
YOUR SOLE AND EXCLUSIVE REMEDY AND IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS
OR IMPLIED. SAVE FOR THE FOREGOING WARRANTY, THE SOFTWARE IS PROVIDED “AS IS”
WITHOUT ANY WARRANTIES OF ANY KIND.

Services. Licensor warrants that any Services purchased will be supplied in a
professional manner in accordance with generally accepted industry standards.
This warranty will be effective for thirty (30) days following delivery of the
Services. Upon any breach of this warranty, Licensor’s only obligation is to
either correct the Services so that they comply with this warranty or at its
option refund the amount You paid to Licensor for the portion of the Services
that fail to comply with this warranty. You agree to take appropriate measures
to isolate and back up Your systems.

THE SOFTWARE IS NOT DESIGNED, MANUFACTURED OR INTENDED FOR USE OR DISTRIBUTION
WITH ON-LINE CONTROL EQUIPMENT IN HAZARDOUS ENVIRONMENTS REQUIRING FAIL-SAFE
PERFORMANCE, SUCH AS IN THE OPERATION OF NUCLEAR FACILITIES, AIRCRAFT
NAVIGATION, COMMUNICATION, OR CONTROL SYSTEMS, DIRECT LIFE SUPPORT MACHINES,
WEAPONS SYSTEMS, OR OTHER USES IN WHICH FAILURE OF THE SOFTWARE COULD LEAD
DIRECTLY TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE.

Non-Licensor Products. The Software may include or be bundled with hardware or
other software programs or services licensed or sold by an entity other than
Licensor. LICENSOR DOES NOT WARRANT NON-LICENSOR PRODUCTS OR SERVICES. ANY
SUCH PRODUCTS OR SERVICES ARE PROVIDED ON AN “AS IS” BASIS. WARRANTY SERVICE
IF ANY FOR NON- LICENSOR PRODUCTS IS PROVIDED BY THE PRODUCT LICENSOR IN
ACCORDANCE WITH THEIR APPLICABLE WARRANTY.

EXCEPT AS OTHERWISE RESTRICTED BY LAW, LICENSOR DISCLAIMS AND EXCLUDES ANY AND
ALL IMPLIED WARRANTIES INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS
FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT NOR ARE THERE ANY
WARRANTIES CREATED BY COURSE OF DEALING, COURSE OF PERFORMANCE OR TRADE USAGE.
LICENSOR MAKES NO WARRANTY, REPRESENTATION OR PROMISE NOT EXPRESSLY SET FORTH
IN THIS LIMITED WARRANTY. LICENSOR DOES NOT WARRANT THAT THE SOFTWARE OR
SERVICES WILL SATISFY YOUR REQUIREMENTS, BE COMPATIBLE WITH ALL OPERATING
SYSTEMS, OR THAT THE OPERATION OF THE SOFTWARE OR SERVICES WILL BE
UNINTERRUPTED OR ERROR-FREE. THE FOREGOING EXCLUSIONS AND DISCLAIMERS ARE AN
ESSENTIAL PART OF THIS AGREEMENT AND FORMED THE BASIS FOR DETERMINING THE
PRICE CHARGED FOR THE PRODUCTS. Some jurisdictions do not allow certain
disclaimers and limitations of warranties, so portions of the above
limitations may not apply to You. This limited warranty gives You specific
rights and You may also have other rights which vary by state or jurisdiction.

LIMITATION OF LIABILITY

Consequential Losses. NEITHER LICENSOR NOR ANY OF ITS THIRD PARTY LICENSORS,
SUBSIDIARIES, OR EMPLOYEES WILL IN ANY CASE BE LIABLE FOR ANY SPECIAL,
INCIDENTAL, CONSEQUENTIAL, INDIRECT, TORT, ECONOMIC OR PUNITIVE DAMAGES,
WHETHER BASED ON CONTRACT, NEGLIGENCE, STRICTLIABILITY OR OTHER TORT, BREACH
OF ANY STATUTORY DUTY, INDEMNITY OR CONTRIBUTION, INCLUDING WITHOUT LIMITATION
LOSS OF PROFITS, BUSINESS OR DATA, EVEN IF ADVISED OF THE POSSIBILITY OF THOSE
DAMAGES.

Direct Damages. IN NO EVENT WILL LICENSOR'S AGGREGATE LIABILITY FOR DIRECT
DAMAGES TO PROPERTY OR PERSON (WHETHER IN ONE INSTANCE OR A SERIES OF
INSTANCES) EXCEED 1.25 TIMES THE AMOUNT PAID BY YOU FOR THE SOFTWARE OR
SERVICES OUT OF WHICH SUCH CLAIM AROSE (OR $50 (U.S.) IF YOU RECEIVED THE
SOFTWARE FREE OF CHARGE). The above exclusions and limitations will not apply
to claims relating to death or personal injury caused by the negligence of
Licensor or its employees, agents or contractors. In those jurisdictions that
do not allow the exclusion or limitation of damages, including, without
limitation, damages for breach of any implied terms as to title or quiet
enjoyment of any Software obtained pursuant to this Agreement or for fraudulent
misrepresentation, Licensor's liability shall be limited or excluded to
the maximum extent allowed within those jurisdictions.

GENERAL TERMS

Term. This Agreement becomes effective on the date You legally acquire the
Software and will automatically terminate if You breach any of its terms.

Verification. Licensor has the right to verify Your compliance with this
Agreement. You agree to:
(1) Implement internal safeguards to prevent any unauthorized copying,
distribution, installation, use of, or access to, the Software or
Subscription Offerings;
(2) Keep records sufficient to certify Your compliance with this Agreement,
and, upon request of Licensor, provide and certify metrics and/or reports
based upon such records and account for both numbers of copies (by product
and version) and network architectures as they may reasonably relate to Your
licensing and deployment of the Software or Subscription Offerings; and
(3) Allow a Licensor representative or an independent auditor ("Auditor") to
inspect and audit Your (including any subsidiaries or affiliates or
contractors with access), computers and records, during Your normal business
hours, for compliance with the licensing terms for Licensor’s software
products and/or Subscription Offerings. Upon Licensor’s and Auditor’s
presentation of their signed written confidentiality statement form to
safeguard Your confidential information, You shall fully cooperate with such
audit and provide any necessary assistance and access to records and computers.
If an audit reveals that You have or at any time have had unlicensed
installation, use of, or access to the Software or Subscription Offerings,
You will, within 30 days, purchase sufficient licenses or Subscription
Offerings to cover any shortfall without benefit of any otherwise applicable
discount and subject to fees reflecting the duration of the shortfall. If a
shortfall of 5% or more is found, You must reimburse Licensor for the costs
incurred in the audit.

Transfer. This Agreement and the associated licenses purchased for use of the
Software may not be transferred or assigned without the prior written approval
of Licensor. Any such attempted transfer or assignment shall be void and of no
effect. Please contact CRC@suse.com to request the transfer of licenses and
assignment of this Agreement.

Law. All matters arising out of or relating to this Agreement will be governed
by the substantive laws of the United States and the State of Utah without
regard to its choice of law provisions. Any suit, action or proceeding arising
out of or relating to this Agreement may only be brought before a federal or
state court of appropriate jurisdiction in Utah. If a party initiates
Agreement-related legal proceedings, the prevailing party will be entitled to
recover reasonable attorneys' fees. If, however, Your principal place of
business is a member state of the European Union or the European Free Trade
Association,
(1) the courts of Ireland shall have exclusive jurisdiction over any action of
law relating to this Agreement; and
(2) where the laws of such country of Your principal place of business are
required to be applied to any such action of law the laws of that country shall
apply. The application of the United Nations Convention of Contracts for the
International Sale of Goods is expressly excluded.

Entire Agreement. This Agreement, together with any other purchase documents
or other agreement between You and Licensor, sets forth the entire
understanding and agreement between You and Licensor and may be amended or
modified only by a written agreement agreed to by You and an authorized
representative of Licensor. NO THIRD PARTY LICENSOR, DISTRIBUTOR, DEALER,
RETAILER, RESELLER, SALES PERSON, OR EMPLOYEE IS AUTHORIZED TO MODIFY THIS
AGREEMENT OR TO MAKE ANY REPRESENTATION OR PROMISE THAT IS DIFFERENT FROM, OR
IN ADDITION TO, THE TERMS OF THIS AGREEMENT.

Waiver. No waiver of any right under this Agreement will be effective unless
in writing, signed by a duly authorized representative of the party to be
bound. No waiver of any past or present right arising from any breach or
failure to perform will be deemed to be a waiver of any future right arising
under this Agreement.

Severability. If any provision in this Agreement is invalid or unenforceable,
that provision will be construed, limited, modified or, if necessary, severed,
to the extent necessary, to eliminate its invalidity or unenforceability, and
the other provisions of this Agreement will remain unaffected.

Export Compliance. You acknowledge that Licensor’s products and/or technology
are subject to the U.S. Export Administration Regulations (the “EAR”) and You
agree to comply with the EAR. You will not export or re-export Licensor’s
products, directly or indirectly, to:
(1) any countries that are subject to US export restrictions;
(2) any end user who You know or have reason to know will utilize Licensor’s
products in the design, development or production of nuclear, chemical or
biological weapons, or rocket systems, space launch vehicles, and sounding
rockets, or unmanned air vehicle systems, except as authorized by the relevant
government agency by regulation or specific license; or
(3) any end user who has been prohibited from participating in the US export
transactions by any federal agency of the US government. By downloading or
using the Software, You are agreeing to the foregoing and You are representing
and warranting that You are not located in, under the control of, or a
national or resident of any such country or on any such list. In addition, You
are responsible for complying with any local laws in Your jurisdiction which
may impact Your right to import, export or use Licensor’s products. Please
consult the Bureau of Industry and Security web page www.bis.doc.gov before
exporting items subject to the EAR. For more information on exporting Software,
including the applicable Export Control Classification Number (ECCN) and
associated license exception (as applicable), see www.suse.com/company/legal/.
Upon  request, Licensor's International Trade Services Department can provide
information regarding applicable export restrictions for Licensor products.
Licensor assumes no responsibility for Your failure to obtain any necessary
export approvals.

U.S. Government Restricted Rights. Use, duplication, or disclosure of any
Deliverables by the U.S. Government is subject to the restrictions in FAR
52.227-14 (Dec 2007) Alternate III (Dec 2007), FAR 52.227-19 (Dec 2007), or
DFARS 252.227-7013(b)(3) (Nov 1995), or applicable successor clauses.

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