installation guide

Transcription

installation guide

INSTALLATION
GUIDE
Rules Based Productivity
www.metrixsoftware.com
Copyright © 2012 Outback Software Pty. Metrix® is a trademark of Outback Software Pty Limited and may be registered in certain jurisdictions.
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Metrix Installation Guide
Copyright and Contact Information
Metrix® Installation Guide (version 2013.0)
Documentation:
Developers: Lisa Chambers, Michael R. Saia
Copyright © 2013 Electronics For Imaging, Inc. All rights reserved.
Company, brand, or product names are for identification purposes only and may be
registered trademarks of their respective holders.
Metrix software:
Copyright © 2004-2013 Outback Software Pty Limited. All rights reserved.
Portions Copyright © Romain Guy. All rights reserved.
Includes JavaMail v 1.4.1, source can be found at:
http://www.oracle.com/technetwork/java/javamail-1-4-1-141959.html
Portions Copyright © 2002-2008 LWJGL Project.
Portions Copyright © 1994-2004 Sun Microsystems, Inc. All rights reserved.
Portions Copyright © 2000-2011 The Legion Of The Bouncy Castle
http://www.bouncycastle.org
Portions Copyright © Chet Haase, Tim Halloran. All rights reserved.
Portions Copyright © 2001-2010, The HSQL Development Group. All rights reserved.
Portions Copyright © 1995-2000 by the Hypersonic SQL Group. All rights reserved.
Contact us on the EFI website at:
w3.efi.com/about-efi/contact-us
or Email us at:
metrixsupport@metrixsoftware.com
or Call us at:
Technical Support: +1 972 638-7490
Contents
Table of Contents 11-25-2013 • 2:07 PM
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Contents
Copyright and Contact Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
EFI SOFTWARE END USER LICENSE AGREEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
Metrix 2013.0 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
Metrix Base – Key Features . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
Auto Plan Module . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
Capacity Plus Module . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
N-Up Binding Module . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
Barcodes Module . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
Automation Pro / Automation Lite Modules . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
Content Previews Module . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
Metrix X-8 and Metrix X-80 – Key Features . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
Platform . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
Metrix Multi-User Deployment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
Static IP Addresses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
Metrix License Server Architecture . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56
Metrix Web Licensing (WL) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57
32-Bit or 64-Bit Installation? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
On Windows . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
On Mac OS X . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
Metrix for Windows Minimum System Requirements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59
Metrix for MacOS X Minimum System Requirements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60
Contents
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Installing Metrix for Windows . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61
Pre-Installation Checklist: Metrix for Windows Local Standalone License . . . . . . . . . . . 63
Vista® and Windows 7 UAC and File Virtualization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64
Installing Metrix for Windows Local Standalone License . . . . . . . . . . . . . . . . . . . . . . . . . . 65
Pre-Installation Checklist: Metrix for Windows Multi-User . . . . . . . . . . . . . . . . . . . . . . . . . 76
Windows Communication Ports . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77
Before Installing on Windows Server 2003 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 78
Installing Metrix for Windows License Server . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 81
Important Information About Where Metrix Installs Its Files . . . . . . . . . . . . . . . . . . . . . . . 95
Implementation of Windows UAC compatibility involves
the following changes: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 95
Shutting Down the Data Server and License Server . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 97
Shutting Down the Data Server . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 97
Shutting Down the License Server . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 97
Installing Metrix for Mac OS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 99
Pre-Installation Checklist: Metrix for Mac OS Local Standalone License . . . . . . . . . . . 101
Before You Install on Mac OS X . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 102
Installing Metrix in OS X 10.8.x or Newer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 103
Installing Metrix for Mac OS Local Standalone License . . . . . . . . . . . . . . . . . . . . . . . . . . . 104
Pre-Installation Checklist: Metrix for Mac OS Multi-User . . . . . . . . . . . . . . . . . . . . . . . . . . 116
Before You Install on Mac OS X . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 117
Mac OS Communication Ports . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 118
Installing Metrix in OS X 10.8.x or Newer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 119
Installing Metrix for Mac OS License Server . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 120
Contents
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Shutting Down the Data Server and License Server . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 132
Shutting Down the Data Server . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 132
Shutting Down the License Server . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 132
Installing Upgrades . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 133
Upgrading Metrix 1.x to Metrix 2013.0 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 135
Upgrading Metrix 2.x-2012.0 to Metrix 2013.0 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 136
Local Standalone License . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 136
Multi-User License Server Installation – Metrix-Supplied Database . . . . . . . . . . . 138
Installation on the License / Server Computer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 138
Installation on the Client Computers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 140
Multi-User License Server Installation – SQL Server Database . . . . . . . . . . . . . . . . 141
Installation on the License / Server Computer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 141
Installation on the Client Computers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 142
How to Back Up the SQL Server 2008 Online Database . . . . . . . . . . . . . . . . . . . . . . . . . . 144
Upgrading to a New Edition or Adding Modules or Users . . . . . . . . . . . . . . . . . . . . . . . . 147
Local Standalone License . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 147
Multi-User License Server Installation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 147
Upgrading from a Local Standalone License to a Multi-User License Server . . . . . . . 148
Contents
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EFI SOFTWARE END USER LICENSE AGREEMENT
PLEASE READ THIS SOFTWARE END USER LICENSE AGREEMENT (“LICENSE AGREEMENT”) CAREFULLY. THIS
LICENSE AGREEMENT IS A LEGAL AGREEMENT BETWEEN YOU (THE “CUSTOMER”) AND ELECTRONICS FOR
IMAGING, INC., ELECTRONICS FOR IMAGING BV OR OUTBACK SOFTWARE PTY LTD (INDIVIDUALLY REFERRED
TO AS “EFI” HEREIN) REGARDING THE EFI SOFTWARE (“LICENSED SOFTWARE”), THE EFI METRIX SECURITY
KEY (AS DEFINED BELOW) OR EFI’S PROPRIETARY HOSTED SOFTWARE SOLUTION (“APPLICATION”). YOU
AGREE THAT THIS AGREEMENT IS LIKE ANY WRITTEN NEGOTIATED AGREEMENT SIGNED BY YOU. BY
CLICKING TO ACKNOWLEDGE YOUR AGREEMENT DURING REVIEW OF AN ELECTRONIC VERSION OF THIS
LICENSE AGREEMENT OR BY INSTALLING, COPYING OR BY OTHERWISE USING THE SOFTWARE, THE EFI
METRIX SECURITY KEY OR THE APPLICATION, YOU AGREE TO BE BOUND BY THIS LICENSE AGREEMENT. THIS
LICENSE AGREEMENT IS ENFORCEABLE AGAINST YOU AND ANY LEGAL ENTITY (E.G., SYSTEM INTEGRATOR,
CONSULTANT OR CONTRACTOR) THAT INSTALLS OR USES THE SOFTWARE, THE EFI METRIX SECURITY KEY
OR THE APPLICATION ON YOUR BEHALF. IF YOU DO NOT AGREE, DO NOT INSTALL, COPY, OR OTHERWISE
USE THE SOFTWARE, THE EFI METRIX SECURITY KEY OR APPLICATION, AND RETURN THE SOFTWARE, THE
EFI METRIX SECURITY KEY OR PASSWORD(S) TO THE APPLICATION TO YOUR PLACE OF PURCHASE FOR A
FULL REFUND IN ACCORDANCE WITH ITS REFUND POLICIES.
NOTICE TO PARTIES THAT ACT AS AN AGENT OF AN END USER OR OTHERWISE DO NOT INTEND TO BE END
USERS OF THE LICENSED SOFTWARE, THE EFI METRIX SECURITY KEY OR THE APPLICATION: IF YOU CLICK
TO ACCEPT AN ELECTRONIC VERSION OF THIS AGREEMENT, OR INSTALL, COPY OR OTHERWISE USE THE
SOFTWARE, THE EFI METRIX SECURITY KEY OR APPLICATION AS AN AGENT ACTING ON BEHALF OF THE
INTENDED LICENSEE, THEN YOU WILL BE DEEMED TO BE THE USER OF THE SOFTWARE, THE EFI METRIX
SECURITY KEY OR APPLICATION AND BOUND BY THE TERMS OF THIS AGREEMENT UNLESS YOU (I) DELIVER
THE TANGIBLE MEDIA CONTAINING THE LICENSED SOFTWARE, THE EFI METRIX SECURITY KEY OR THE
APPLICATION PASSWORD(S) AND THIS LICENSE AGREEMENT TO THE LICENSEE PRIOR TO PROVIDING THE
LICENSEE ACCESS TO THE LICENSED SOFTWARE OR APPLICATION, AND (II) REMOVE AND DESTROY ANY
COPIES OF THE LICENSED SOFTWARE OR DESTROY ANY COPIES OF THE APPLICATION PASSWORD(S) IN
YOUR POSSESSION.
IF YOU HAVE EXECUTED A SEPARATE SIGNED WRITTEN AGREEMENT WITH EFI FOR THE LICENSED
SOFTWARE, THE EFI METRIX SECURITY KEY, THE APPLICATION, OR HOSTING SERVICES IN THE EVENT OF
ANY CONFLICTING TERMS AND CONDITIONS BETWEEN SUCH WRITTEN AGREEMENT AND THIS LICENSE
AGREEMENT, THE TERMS AND CONDITIONS OF THE SEPARATE WRITTEN AGREEMENT SHALL CONTROL.
IF YOU ARE BEING GRANTED A PERPETUAL LICENSE TO THE LICENSED SOFTWARE, THE FOLLOWING TERMS
AND CONDITIONS SHALL APPLY: .
1. Grant of License.
Subject to the terms and conditions of and except as otherwise set forth in this License Agreement,
EFI grants Customer a limited, non‑transferable and non‑exclusive license (the “License”) to use, but
not to relicense, sublicense, modify or enhance, the Licensed Software, in object code form only and
solely as specified in the EFI product documentation. Some third-party materials distributed with
End User License Agreement
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the Licensed Software may be subject to other terms and conditions, which are typically found in
a separate license agreement or “Read Me” file located near such third party materials. The License
granted herein authorizes use of the Licensed Software only by the Customer and its employees or
authorized independent contractors, and by Customer’s customers as applicable. The term “Licensed
Software” as used in this License Agreement shall mean the EFI software (including software provided
by third party suppliers) set forth on the signed Purchase Order, Investment Summary or other written
agreement, as applicable, and all documentation, downloads, on-line materials, bug fixes, patches,
releases, release notes, updates, upgrades, technical support materials, and information regarding
the EFI software. The terms and conditions of this License Agreement shall apply to and govern the
Customer’s use of all such items; however EFI may provide other written terms with an update, release
or upgrade.
IF YOU ARE BEING GRANTED A PERPETUAL LICENSE TO EFI METRIX SOFTWARE AND SECURITY KEY THE
FOLLOWING GRANT OF LICENSE SHALL APPLY:
EFI hereby grants you a limited, non‑transferable, non‑exclusive limited right and license to use (a) the
EFI Metrix software and (b) the security key that is required to be used with the EFI Metrix software and
a local computer or remotely accessible computer for the EFI Metrix software to function in accordance
with the license granted hereunder (with its associated unique password) (“EFI Metrix Security Key”) that
we have provided to you on any computer at one physical site location. If we have licensed multiple
Security Keys and associated passwords to you, or one or more passwords that allow multiple users who
are accessing the EFI Metrix software either on the computer on which the program is installed and to
which the Security Key is attached, or is accessing the computer or the Security Key remotely, this License
Agreement permits the EFI Metrix software to be accessed and used as provided herein by a number of
concurrent users no greater than the number of Security Keys provided by us to you, or than the number
permitted by the associated passwords. The EFI Metrix software is considered to be in use if it is installed
on a computer and the EFI Metrix software is being run on the computer requiring the Security Key to be
used with the computer or to a remotely accessible computer. The safekeeping of the Security Key and
associated password is your responsibility. If you lose or otherwise render inoperable the Security Key
provided to you, this license will terminate. Another license fee will be payable by you in order to acquire
a replacement Security Key and password.
2. Use and Location.
The Licensed Software is licensed, not sold. Customer may use the Licensed Software and the EFI
Metrix Security Key solely for the purposes described in the EFI product documentation. Customer
may not rent, lease, sublicense, lend, or otherwise distribute the Licensed Software or the EFI Metrix
Security Key or use the Licensed Software or the EFI Metrix Security Key in any time sharing, service bureau, or similar arrangement. At any given time, Customer may use only one copy of the
Licensed Software - or in the case of EFI Metrix you may use the total amount of Security Keys and
associated passwords licensed to you as set forth above - (although Customer may make and retain
one additional copy for backup purposes only) at the printing plant or facility owned and operated
by Customer set forth on the signed Purchase Order or applicable Investment Summary (the “Site
Location”); provided, however, that Customer may, with the prior written consent of EFI, transfer any
Site Location. Customer understands and agrees that EFI accepts no responsibility whatsoever to
modify the Licensed Software in order to cause it to successfully perform on any particular hardware
system, configuration or platform or in conjunction with any other computer software.
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3. Installation; Training.
(a) Installation. EFI may provide the installation services, at Customer’s request and as described and
priced on the Customer’s signed Purchase Order, Investment Summary or other written agreement, as applicable. All pre-paid installation services must be used within one (1) year from the
date you agree to the terms and conditions of this License Agreement. Customer will reimburse
EFI for all reasonable out-of-pocket expenses (including travel, lodging and meals) incurred in
connection with providing such installation services. Except as specifically set forth on a signed
Purchase Order, Investment Summary or other written agreement, as applicable, the installation
and implementation of each Licensed Software at the Site Location is the exclusive responsibility
of Customer.
(b) Training. EFI will provide Customer with the training set forth on the Customer’s signed Purchase
Order, Investment Summary or other written agreement, as applicable. Customer may obtain
additional training at EFI’s prevailing rates. All training fees shall be due and payable upon EFI
providing training to Customer. All pre-paid training services must be used within one (1) year
from the date you agree to the terms and conditions of this License Agreement. Customer will
reimburse EFI for all reasonable out-of-pocket expenses (including travel, lodging and meals)
incurred in connection with providing such training.
4. Fees and Payments.
Unless otherwise agreed upon, all payments to EFI for products and services hereunder shall be made
in the currency listed on the signed Purchase Order, Investment Summary or other written agreement, as applicable, net thirty (30) days from the date of invoice.
(a) License Fees. Customer agrees to pay the license fees and all other future payments as set forth
on the signed Purchase Order, Investment Summary or other written agreement, as applicable.
(b) Maintenance Fees. Customer agrees to pay EFI the applicable support and/or maintenance fees
for the Licensed Software and third party maintenance fee (together, the “Maintenance Fee”) set
forth on the signed Purchase Order, Investment Summary or other written agreement, as applicable. Subject to Customer’s payment of the Maintenance Fee, EFI shall provide Customer with
maintenance services on the Licensed Software pursuant to the terms of Section 5 hereof. The
initial term for maintenance services (“Initial Maintenance Term”) shall be for a period as set forth
on the signed Purchase Order, Investment Summary or other written agreement, as applicable,
beginning on the date the Licensed Software is shipped to Customer, unless otherwise agreed
upon in writing in the Investment Summary, a signed Purchase Order, or other written agreement.
After the Initial Maintenance Term, maintenance shall automatically renew quarterly or annually,
depending on your Licensed Software product, until cancelled by either party as provided herein.
In addition, after the Initial Maintenance Term EFI reserves the right to increase the Maintenance
Fee by three (3) percent for each subsequent maintenance term. Either party may cancel the
maintenance services upon written notice to the other party at least 30 days prior to the due
date for the next Maintenance Fee payment, provided that in no event will EFI be required to
perform maintenance services in the event that Customer does not make timely payment of the
Maintenance Fee. For purposes of this License Agreement, the “Maintenance Period” shall mean
the period beginning on the date the first Maintenance Fee is due and payable and ending upon
termination of maintenance services pursuant to the preceding sentence.
(c) Travel Expenses. All prices set forth in this Agreement are exclusive of travel expenses incurred
by EFI personnel in connection with providing training, installation, and/or Services (as defined
below), which shall be invoiced to Customer at cost. EFI shall invoice travel time to Customer at
fifty percent (50%) of EFI’s standard rates in effect at such time. EFI will waive such charges for
travel time in the event that (i) bookings are made in forty (40) hour blocks, (ii) EFI personnel are
permitted to charge for five (5) day weeks and are on-site for four (4) days and three (3) nights, and
(iii) EFI personnel may work from the EFI office on Fridays.
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(d) Weekends and Holidays. Any training, installation, and/or Services scheduled and/or performed
on a Saturday will be invoiced to Customer at one hundred fifty percent (150%) of EFI’s standard
rates in effect at such time. Any training, installation, and/or Services scheduled and/or performed on a Sunday or Holiday (New Year’s Day, Memorial Day, Independence Day, Labor Day,
Thanksgiving Day, Day after Thanksgiving, Christmas Day, Day before/after Christmas, and New
Year’s Eve) will be invoiced to Customer at two hundred percent (200%) of EFI’s standard rates in
effect at such time.
(e) Additional Modules and Licenses. So long as this License Agreement remains in full force and
effect, Customer may license additional modules and enhancements for the Licensed Software
or obtain additional user licenses from EFI by paying EFI’s then current list price for such modules
or user licenses and additional Maintenance Fees, as applicable. If Customer is granted a license
for such additional modules or enhancements, such license shall be subject to all the provisions
of this License Agreement as if licensed hereunder except with respect to the license fee for such
additional modules or enhancements and except as otherwise agreed at the time of such agreement. In consideration of fees paid for all additional modules and licenses, title and risk of loss for
all Licensed Software and the EFI Metrix Security Key licensed by EFI to Customer shall transfer to
Customer at EFI’s designated manufacturing plant(s) or warehouse(s). Or, if EFI chooses to make
such Licensed Software or the EFI Metrix Security Key available for electronic download or transmission, title and risk of loss shall transfer to Customer when access to such Licensed Software or
the EFI Metrix Security Key is made available to Customer for transmission or download.
(f) Other. EFI reserves the right to charge Customer interest of one and one-half percent per month
or the highest legal rate, whichever is lower, on any payments which remain outstanding beyond thirty (30) days after the date such payment becomes due. In addition, in the event that
Customer fails to make any payment when due, other than Maintenance Fees, EFI shall have the
right after any applicable cure period, in addition to its other rights and remedies, to terminate
this License Agreement, cease further performance hereunder, and, as applicable, to (i) immediately, and without notice, execute the License Key (as defined below), or (ii) retake possession
of the Licensed Software and the EFI Metrix Security Key. As used herein, “License Key” means a
programming code, intentionally inserted into the Licensed Software, which, if executed, renders
the Licensed Software or portions thereof inoperable.
5. Maintenance.
EFI shall provide, subject to timely payment of the Maintenance Fees and any other fees due and payable to EFI hereunder, support and/or maintenance services with respect to the Licensed Software
and the EFI Metrix Security Key during the term of this License Agreement. Customer acknowledges
that EFI may have the company from which Customer purchased the Licensed Software (“Reseller”)
provide first level (Tier 1 type) support and/or maintenance services with respect to the Licensed
Software and/or the EFI Metrix Security Key during the term of this Agreement, as may be applicable
pursuant to a separate agreement between EFI and such Reseller. Subject to timely payment of the
Maintenance Fees and any other fees due and payable by Customer, the support and/or maintenance
services are as follows:
(a) Correction of material defects in the Licensed Software so that the Licensed Software will operate
materially in conformity with the warranties set forth in this License Agreement;
(b) Periodic updates of the Licensed Software that will incorporate corrections of any material defects and fixes of any minor bugs to the Licensed Software;
(c) Telephone or email/electronic consultation services to Customer regarding the use of the
Licensed Software within the scope of the License, during EFI’s standard support hours; and,
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(d) Enhancements and/or revisions for the software components of the Licensed Software which
are developed by EFI and which may be useful to Customer; provided that such future enhancements or revisions shall be made available without additional charge to Customer only where
they are provided to substantially all other licensees of the Licensed Software from EFI free of additional charge. Customer acknowledges that if the Licensed Software is an upgrade or update
to a previous version of the Licensed Software, Customer must possess a valid license to such
previous version in order to use such upgrade or update. All upgrades and updates are provided
to Customer on a license exchange basis. Customer agrees that by using an upgrade or update
Customer voluntarily terminates its right to use any previous version of the Licensed Software.
As an exception, Customer may continue to use previous versions of the Licensed Software after
Customer begins using the upgrade or update only to assist Customer in the transition to the
upgrade or update, provided that the upgrade or update and the previous versions are installed
on the same device. Upgrades and updates may be licensed to Customer by EFI with additional
or different terms.
Several of EFI’s Licensed Software products may be licensed with just support services or just maintenance services. Customer acknowledges and agrees that notwithstanding anything set forth in this
Section, (i) in the event Customer purchases Licensed Software with just the support services, only
subsection (c) shall apply to such support contract upon timely payment of the Maintenance Fees,
and (ii) in the event Customer purchases Licensed Software with just the maintenance services, only
subsections (a), (b) and (d) shall apply to such maintenance contract upon timely payment of the
Maintenance Fees.
When a new version of the Licensed Software is released, EFI will begin the retirement process of
the support/maintenance life-cycle for previous versions of the Licensed Software. EFI will use
commercially reasonable efforts to keep a version of the Licensed Software active for support and/
or maintenance for two (2) years after its release date. EFI reserves the right to discontinue providing support and/or maintenance for all out-of-date versions of the Licensed Software. Customer
acknowledges and agrees that it is their responsibility to perform all upgrades and updates for the
Licensed Software, as provided by EFI to Customers who have timely paid their Maintenance Fees,
to ensure that they are using a version of the Licensed Software for which active support and/or
maintenance is available.
Customer agrees that any use of a VPN or any special requirements for EFI to access to designated
ports as part of its provision of maintenance will incur an additional monthly charge. Sample VPN
clients include but are not limited to Cisco, Contivity, Sonicwall, Juniper Network, or Microsoft VPN
clients. Sample proxy application/servers include but are not limited to Citrix, VNC, Remote Desktop,
gotomypc, logmein, webex and gotomeeting. Special requirements will be deemed anything outside EFI’s normal maintenance process.
In the event that EFI does not provide the support and/or maintenance services described in this
Section 5 due to Customer’s failure to make required Maintenance Fees hereunder and Customer
subsequently wishes to update its version of the Licensed Software, Customer will be required to pay
any unpaid Maintenance Fees which Customer did not previously pay and pay EFI’s standard fee for
transferring or converting any old data on the Licensed Software, if applicable.
6. Services.
(a) Services to be Performed. If requested by Customer, EFI will provide a consultant(s) proficient
in the installation, implementation, and/or other requested services for the Licensed Software
at Customer’s direction in accordance with services contracted for and referenced in the signed
Purchase Order, Investment Summary or other written agreement, as applicable (“Services”).
All Services will be coordinated with the designated Customer representative. If appropriate,
11
statement(s) of work may be entered into to more fully describe the scope, duration, and/or
fees for the Services. Such statements of work and any changes thereto shall be made in writing between EFI and Customer, and shall be subject to the terms and conditions of this License
Agreement. Services shall be performed consistent with generally accepted industry standards
and in good and workmanlike manner.
(b) Compensation; Remedy. All Services will be provided on a time and expense basis, at EFI’s prevailing rates in effect at the time, unless otherwise agreed by the parties in the applicable Purchase
Order, Investment Summary, a statement of work or other written agreement. Services will be invoiced in accordance with the fees listed in a Purchase Order, Investment Summary, an applicable
statement of work or schedules thereto, or other written agreement, as applicable. All pre-paid
Services must be used within one (1) year from the date you agree to the terms and conditions of
this License Agreement. Customer will reimburse EFI for all reasonable out-of-pocket expenses
(including travel, lodging and meals) incurred in connection with providing the Services, provided that EFI will furnish Customer with receipts or other appropriate documentation of such
expenses. All Services shall be subject to all the terms and provisions of Section 7 of this License
Agreement, and Customer’s sole and exclusive remedy for unsatisfactory Services shall be, at EFI’s
sole option, re-performance of the unsatisfactory Services or repayment of the fees associated
with such Services.
(c) Work Product. Customer agrees that any and all ideas, concepts, or other intellectual property rights related in any way to the techniques, knowledge, and/or processes of the Licensed
Software, the EFI Metrix Security Key, Services and deliverables under this License Agreement,
including any integrations to third party products, whether or not developed for Customer, are
the exclusive property and Intellectual Property Rights (as defined in Section 10) of EFI as set forth
in this License Agreement.
7. Warranty and Disclaimer.
(a) EFI Limited Warranties. EFI represents and warrants to Customer that (i) EFI has the right to grant
the License granted herein, and (ii) the Licensed Software as delivered by EFI to Customer pursuant to the terms of this License Agreement during the Maintenance Period will perform materially
in accordance with EFI’s then-current Licensed Software documentation and specifications; provided, however, that the foregoing warranty shall not apply to defects attributable to (A) defects
caused by any equipment or software not provided to Customer by EFI, (B) any modification
of the Licensed Software (not including configuring the Licensed Software in accordance with
the specifications) by Customer, its employees or any third party acting on behalf of Customer
to the extent that such modification is undertaken without EFI’s express, prior written approval,
(C) any accident, neglect, misuse or abuse by Customer, its employees or any third party acting
through or on behalf of Customer, or (D) exposure of the Licensed Software to conditions outside
the range of environmental, power and operating specifications provided by EFI. If Customer
discovers any defect in the Licensed Software that constitutes a breach of the warranty set forth
in clause (ii) in the preceding sentence, EFI’s liability under this License Agreement will be limited
to providing to Customer, at no additional cost to Customer, programming services necessary to
correct such defect as promptly as is reasonable under the circumstances. If Customer discovers
a material defect in the EFI Metrix Security Key your exclusive remedy is for EFI to exchange the EFI
Metrix Security Key for a new one (upon your delivery of the first Security Key back to EFI).
(b) Customer Obligations. Customer agrees to promptly notify EFI in the event that the Licensed
Software fails to perform materially in accordance with the specifications and to cooperate fully
and promptly with EFI’s attempts to identify the cause of the failure or if Customer discovers a
material defect in the EFI Metrix Security Key.
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(c) WARRANTY DISCLAIMER. THIS LICENSED SOFTWARE AND THE EFI METRIX SECURITY KEY ARE
PROVIDED BY EFI, AND, AS APPLICABLE, THE COPYRIGHT HOLDERS AND CONTRIBUTORS LISTED
BELOW, “AS IS” AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE WARRANTY
AND REMEDIES EXPRESSLY SET FORTH IN THIS LICENSE AGREEMENT ARE EXCLUSIVE AND ARE
IN LIEU OF ALL OTHER WARRANTIES AND REMEDIES, ORAL OR WRITTEN, EXPRESS OR IMPLIED,
AND EFI, ITS SUPPLIERS AND, AS APPLICABLE, THE COPYRIGHT HOLDERS AND CONTRIBUTORS
LISTED BELOW, SPECIFICALLY DISCLAIM ANY SUCH WARRANTIES AND REMEDIES, INCLUDING,
WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE OR ANY IMPLIED WARRANTIES ARISING FROM COURSE OF PERFORMANCE,
COURSE OF DEALING OR USAGE OF TRADE OR ANY WARRANTIES RELATING TO SECURITY. EFI
MAKES NO WARRANTY, IMPLIED OR OTHERWISE, REGARDING THE PERFORMANCE OR RELIABILITY
OF ANY OTHER PRODUCTS OR SERVICES OR ANY THIRD PARTY PRODUCTS (SOFTWARE OR
HARDWARE) OR SERVICES. THERE IS NO WARRANTY OR REPRESENTATION THAT THE OPERATION
OF THE LICENSED SOFTWARE OR THE EFI METRIX SECURITY KEY WILL BE UNINTERRUPTED, FAULTTOLERANT, SECURE OR ERROR-FREE, OR THAT THE LICENSED SOFTWARE OR THE EFI METRIX
SECURITY KEY WILL BE FREE FROM DEFECT OR FREE FROM INFRINGEMENT OR VIOLATION OF ANY
PATENT, COPYRIGHT, TRADE SECRET OR ANY OTHER INTELLECTUAL PROPERTY RIGHT OF ANY
THIRD PARTY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CUSTOMER’S SOLE
AND EXCLUSIVE REMEDY, AND THE ENTIRE LIABILITY OF EFI AND ITS SUPPLIERS, RELATING TO ANY
AND ALL LICENSED SOFTWARE, THE EFI METRIX SECURITY KEY, PRODUCTS, SERVICES, AND/OR
APPLICABLE WARRANTIES SHALL BE, AT EFI’S OPTION, (1) TO REPAIR OR REPLACE THE LICENSED
SOFTWARE THAT DOES NOT MEET THE LIMITED WARRANTY SET FORTH IN THIS SECTION 7; OR (2)
PROVIDE A REFUND OF THE THEN CURRENT REASONABLE COMMERCIAL VALUE (IF ANY) FOR THE
LICENSED SOFTWARE THAT DOES NOT MEET THE LIMITED WARRANTY. EXCEPT AS PROVIDED IN
THIS SECTION AND IN SECTION 8 BELOW, EFI AND ITS SUPPLIERS SHALL PROVIDE NO REFUNDS,
RETURNS, EXCHANGES, OR REPLACEMENTS.
8. Infringement. EFI shall indemnify Customer from lawsuits brought against Customer, and shall reimburse Customer
for any final judgments or damages payable by Customer to the party bringing such lawsuit together
with reasonable attorney fees, as a result of any direct infringement by the Licensed Software of any
third party’s US patent rights. Customer agrees that EFI shall be relieved of its obligations under this
Section 8 unless Customer notifies EFI in writing within ten (10) business days of Customer’s learning of any such claim, and gives EFI (i) the exclusive authority to defend or settle such lawsuit and
(ii) proper and full information and assistance to settle or defend any such lawsuit. If the Licensed
Software, or any part thereof, in the opinion of EFI is likely to become the subject of any claim for
infringement of such third party US patent rights, or if it is adjudicatively determined that the Licensed
Software, or any part thereof, infringes any such third party’s US patent rights, then EFI may, at its
option and expense, either (i) procure for Customer the right under such third party’s patent rights to
license or use, as appropriate, the Licensed Software or (ii) replace or modify the Licensed Software or
parts thereof, with other suitable and reasonably equivalent non-infringing technology or parts or (iii)
if it is not commercially reasonable to take the actions specified in items (i) and (ii) above, terminate
the License granted herein to Customer (and Customer’s rights) in respect of the infringing Licensed
Software and, if Customer returns the Licensed Software to EFI, refund to Customer a portion of the license fee paid by Customer pursuant to the terms of this License Agreement equal to the then current
reasonable commercial value (if any) for the Licensed Software. Notwithstanding the provisions of
this section, EFI shall not be responsible, liable or obligated to indemnify or reimburse Customer if the
alleged infringement arises out of: (i) compliance with Customer’s requirements or specifications; (ii)
any addition or incorporation to or modification of the Licensed Software at Customer’s request; (iii)
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any combination of the Licensed Software with any other products or software not provided by EFI; or
(iv) use of the Licensed Software in the practice of a process or system. In any such event as described
in clauses (i), (ii) (iii) and (iv) in the preceding sentence, Customer shall defend and/or settle any such
claim brought against EFI at Customer’s own expense, and shall indemnify EFI against any costs, legal
fees, other expenses and damages required for the defense or settlement of any such claim.
THE RIGHTS GRANTED TO EACH PARTY UNDER THIS SECTION SHALL BE EACH PARTY’S SOLE AND
EXCLUSIVE REMEDY FOR ANY ALLEGED INFRINGEMENT OF ANY PATENT, COPYRIGHT, TRADEMARK OR
TRADE SECRET OR ANY OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.
9. Limitation of Liabilities.
TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT WILL EFI OR ITS SUPPLIERS BE LIABLE FOR ANY
INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, RELIANCE, EXEMPLARY OR PUNITIVE DAMAGES,
HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, ARISING OUT OF THIS LICENSE AGREEMENT,
THE SERVICES OR CUSTOMER’S USE OF OR INABILITY TO USE THE LICENSED SOFTWARE OR THE EFI
METRIX SECURITY KEY OR ANY PORTION THEREOF, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES. IN PARTICULAR, EFI IS NOT RESPONSIBLE FOR ANY COSTS, INCLUDING, BUT NOT LIMITED
TO, THOSE INCURRED AS A RESULT OF LOST PROFITS OR REVENUE, LOSS OF USE OF THE LICENSED
SOFTWARE, LOSS OF DATA, THE COST OF RECOVERING ANY DATA, THE COST OF SUBSTITUTE
SOFTWARE OR SERVICES, OR CLAIMS BY THIRD PARTIES. IN NO CASE SHALL EFI’S LIABILITY FOR ALL
CLAIMS ARISING FROM OR RELATED TO THE LICENSED SOFTWARE, THE EFI METRIX SECURITY KEY,
SERVICES, AND/OR THIS LICENSE AGREEMENT, REGARDLESS OF THE FORM OF ACTION (WHETHER
IN CONTRACT, TORT, UNDER STATUTE, OR OTHERWISE) EXCEED THE TOTAL AMOUNT OF THE FEES
ACTUALLY PAID BY CUSTOMER TO EFI FOR THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE
TO SUCH LIABILITY. CUSTOMER AGREES THAT SUCH AMOUNT IS SUFFICIENT TO SATISFY THE ESSENTIAL
PURPOSE OF THIS LICENSE AGREEMENT AND THAT SUCH A LIABILITY IS A FAIR AND REASONABLE
ESTIMATE OF ANY LOSS AND DAMAGE LIKELY TO BE SUFFERED IN THE EVENT OF ANY WRONGFUL ACT
OR OMISSION BY EFI AND/OR ITS SUPPLIERS. CUSTOMER AGREES THAT THE PRICE OF THE LICENSED
SOFTWARE REFLECTS THIS ALLOCATION OF RISK. CUSTOMER ACKNOWLEDGES AND AGREES THAT
THE FOREGOING LIMITATIONS OF LIABILITY AND DISCLAIMERS FORM AN ESSENTIAL ELEMENT OF THIS
LICENSE AGREEMENT, WITHOUT WHICH EFI WOULD NOT HAVE LICENSED THE LICENSED SOFTWARE
AND THE EFI METRIX SECURITY KEY TO CUSTOMER. BECAUSE SOME JURISDICTIONS DO NOT ALLOW
SOME OR ALL OF THE EXCLUSIONS AND/OR LIMITATIONS OF LIABILITY HEREIN, SOME OR ALL OF THE
ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO CUSTOMER.
10.Proprietary Rights & Confidential Information.
(a) No Implied Conveyance of Proprietary Rights. Customer acknowledges that the Licensed
Software and the EFI Metrix Security Key represent and will continue to represent the valuable,
confidential and proprietary property of EFI and, where applicable, its suppliers and the copyright
holders listed below. Specifically, Customer acknowledges that aspects of the Licensed Software,
the EFI Metrix Security Key and associated documentation, including the specific design and
structure of individual programs, may be protected by EFI’s, or, where applicable, its suppliers’
patent, copyright, trademark, service mark, trade secret, trade name or other intellectual property
rights (collectively, the “Intellectual Property Rights”). Customer shall not disclose, provide or
otherwise make available such Intellectual Property Rights in any form to any third party without
the prior written consent of EFI, which consent may be withheld in EFI’s sole discretion. EFI is not
by this License Agreement conveying to Customer any of its Intellectual Property Rights in the
Licensed Software and/or the EFI Metrix Security Key, except that Customer will have the limited
rights expressly set forth in this License Agreement.
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(b) Protection of Proprietary Rights and Confidential Information. During the term of this License
Agreement, EFI may disclose Confidential Information to Customer pursuant to this License
Agreement. “Confidential Information” means any information provided to Customer by EFI
pursuant to this License Agreement that Customer has been informed or has a reasonable basis
to believe is confidential to EFI, including, for example, ideas, programs, data, software, systems
configurations, reports, projections, initiatives, customer data or other business or technical information. Such Confidential Information generally shall be designated in writing to be confidential
or proprietary, or if disclosed orally, shall be summarized and confirmed in writing within thirty
(30) days as being confidential or proprietary, except however, all technical information related to
the Licensed Software shall be deemed to be Confidential Information of EFI without any need
for marking as confidential or proprietary.
Customer will use its best efforts to protect the Intellectual Property Rights and Confidential
Information and will not sell, license, sublicense, transfer or otherwise disclose or dispose of
the Licensed Software, and the EFI Metrix Security Key or the Intellectual Property Rights or
Confidential Information, or any portion thereof, and will take such precautions with respect
to the Licensed Software, the EFI Metrix Security Key and the Intellectual Property Rights and
Confidential Information as are taken by Customer to protect its own confidential information
and proprietary rights of the greatest sensitivity. Customer agrees to advise its employees and
authorized independent contractors of the confidential and proprietary nature of the Licensed
Software and the EFI Metrix Security Key and of the restrictions imposed by this License
Agreement, and agrees to confine access to the Licensed Software and the EFI Metrix Security
Key to Customer’s employees and authorized independent contractors in the ordinary course
and scope of their employment or relationship with Customer. Except as expressly permitted in
this License Agreement, Customer will not directly or indirectly make any disclosure of all or any
part of the Licensed Software (including the database data dictionary) or the EFI Metrix Security
Key to any third party. Customer agrees that it will not make error corrections to or otherwise
modify the Licensed Software or the EFI Metrix Security Key or create derivative works based
on the Licensed Software or the EFI Metrix Security Key, or permit third parties to do the same,
or decompile, decrypt, reverse engineer (including reverse engineering access to the database),
disassemble or otherwise reduce the Licensed Software or the EFI Metrix Security Key to human
readable form to gain access to the Intellectual Property Rights in the Licensed Software or the
EFI Metrix Security Key or Confidential Information.
(c) Proprietary Notices. Customer agrees to maintain and reproduce all copyright and other proprietary notices on all copies, in any form, of the Licensed Software and the EFI Metrix Security Key in
the same form and manner that such copyright and other proprietary notices are included in the
Licensed Software and/or the EFI Metrix Security Key. Except as expressly authorized in Section
2 of this License Agreement, Customer shall not make any copies or duplicates of the Licensed
Software.
(d) Excluded License. Notwithstanding anything to the contrary, Customer is not licensed to (and
Customer agrees that it will not) integrate or use the Licensed Software in any manner that would
cause the Licensed Software in whole or in part to become subject to any of the terms of an
Excluded License. “Excluded License” means any license that requires as a condition of use, modification and/or distribution of software subject to the Excluded License, that such software or
other software combined and/or distributed with such software be (i) disclosed or distributed in
source code form; (ii) licensed for the purpose of making derivative works; or (iii) redistributable at
no charge.
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(e) Termination; Injunctive Relief. Customer acknowledges that its violation of its confidentiality or
non-disclosure obligations or of EFI’s Intellectual Property Rights under this License Agreement
may cause irreparable damage to EFI that cannot be fully remedied by money damages.
Accordingly, in the event of any such violation or threatened violation, EFI will be entitled, in addition to pursuing any other remedy available to it under this License Agreement or at law, to (i)
terminate this License Agreement and either retake possession of the Licensed Software and the
EFI Metrix Security Key or execute the License Key, as applicable, and (ii) obtain injunctive or other
equitable relief from any court of competent jurisdiction as may be necessary or appropriate to
prevent any further violations thereof.
(f) Scope of Provisions. The provisions of this Section apply to the Licensed Software and the EFI
Metrix Security Key as delivered to Customer by EFI or as modified or otherwise enhanced by
either party and to any proprietary material and information regarding the Licensed Software and
the EFI Metrix Security Key that is given to Customer prior to, on or after the date of this License
Agreement. Customer agrees to notify EFI immediately upon Customer’s becoming aware of or
reasonably suspecting the possession, use or knowledge of all or part of the Licensed Software
and the EFI Metrix Security Key by any person or entity not authorized by this License Agreement
to have such possession, use or knowledge. Customer will promptly furnish EFI with details of
such possession, use or knowledge, will assist in preventing a recurrence thereof and will cooperate with EFI in protecting EFI’s rights in the Licensed Software and the EFI Metrix Security Key.
Customer’s compliance with the terms of this Section will not be construed in any way as a waiver
of EFI’s right to recover damages or obtain other relief against Customer for Customer’s breach of
its confidentiality or non-disclosure obligations under this License Agreement or the negligent or
intentional harm to EFI’s Proprietary Rights.
11. Non-assignment of Use or License.
Customer may not assign or otherwise transfer, voluntarily, by operation of law or otherwise, any
of its rights under this License Agreement, including, without limitation, the License or and the EFI
Metrix Security Key, without, in each instance, the prior written consent of EFI, which consent may be
withheld, delayed or conditioned in the sole discretion of EFI. Any attempted assignment or transfer
in violation of the terms of this Section shall, at the option of EFI, be null and void.
12.Export Law Compliance.
Customer understands and hereby acknowledges that the Licensed Software, the EFI Metrix Security
Key and related technology and other information and materials made available under this Licensed
Agreement are subject to the export laws and regulations of the United States, including the U.S.
Export Administration Regulations. Customer agrees to comply with all applicable export laws and
regulations, including all U.S. export laws and regulations and future modifications thereof. Customer
shall be solely responsible for obtaining any necessary export licenses and exemptions. The Licensed
Software, and the EFI Metrix Security Key and related technology and other information and materials
are prohibited for export or re-export to a number of countries and persons, including without limitation, Cuba, Iran, North Korea, Sudan, and Syria, and to any person or entity on the U.S. Department
of Treasury’s list of Specially Designated Nationals, Specially Designated Narcotics Traffickers and
Specially Designated Terrorists.
13.Termination.
Unauthorized use, copying, or disclosure of the Licensed Software and/or the EFI Metrix Security
Key, or any breach of this License Agreement by Customer will result in automatic termination of
the License granted herein and will make available to EFI other legal remedies. Without limiting the
foregoing, this License Agreement may be terminated by EFI or Customer, as the case may be, immediately upon written notice to the other party as follows:
16
(a) Customer fails to make any payment required hereunder (other than respect to Maintenance
Fees); or
(b) EFI or Customer fails to cure a material breach of any term or condition under this License
Agreement within thirty (30) days after written notice from the non-breaching party; or
(c) Customer ceases to do business as a going concern, becomes the object of the institution of
voluntary or involuntary proceedings in bankruptcy or liquidation which is not dismissed within
60 days after the initial filing, or a receiver is appointed with respect to a substantial portion of its
assets.
Except as otherwise provided herein, the Customer shall return to EFI the Licensed Software and
the EFI Metrix Security Key within thirty (30) days of such expiration or termination or, if applicable, EFI shall execute the License Key immediately upon such expiration or termination. In
addition, Customer will, within thirty (30) days after the expiration or termination of this License
Agreement, return to EFI any materials, programs, manuals and other items then in Customer’s
possession or under Customer’s control related to Licensed Software, the EFI Metrix Security Key
or any derivative works therefrom.
14.Third Party Agreements.
If Customer selects hardware or software modules for use in connection with the Licensed Software
which EFI does not own but instead resells in connection with a reseller agreement, Customer shall
pay the standard fees established by EFI for such hardware or software.
15.Appliance.
In the event Customer purchases a server from EFI to use at the Site Location (the “Appliance”),
Customer acknowledges and agrees that installation of any third party products onto the Appliance
other than as authorized by EFI will void all warranties. In addition, use, modification and/or repair of
the Appliance other than as authorized by EFI will void all warranties. EFI makes no warranty, implied
or otherwise, regarding the performance or reliability of any third party hardware products, and, as
permitted, EFI will pass through any third party warranty to Customer.
16.Audit Rights.
Upon reasonable notice to Customer and solely to ensure compliance with the terms of this License
Agreement and the Investment Summary, EFI shall have the right to audit Customer’s use of the
Licensed Software and the EFI Metrix Security Key, including any third party applications in the
Licensed Software, and the Appliance, as applicable, during regular business hours and in such a
manner as not to unreasonably interfere with Customer’s normal business activities and use of the
Licensed Software or the EFI Metrix Security Key. In the event the results of the audit show that
Customer is using or accessing modules of the Licensed Software or the EFI Metrix Security Key that
are not licensed and set forth on the Investment Summary, or is using the Licensed Software or the
EFI Metrix Security Key beyond the license restrictions and/or any terms of this License Agreement,
EFI shall have the right to immediately invoice Customer for the unauthorized use, including any applicable late fees and interest as set forth in this License Agreement, as well as reasonable expenses
associated with such audit, and Customer agrees to promptly pay such invoiced amount within 30
days of receipt of such invoice. In the event Customer fails to make such payments, EFI may terminate
this License Agreement and either retake possession of the Licensed Software and the EFI Metrix
Security Key or execute the License Key, as applicable. These remedies shall be in addition to and shall
not limit EFI’s ability to pursue damages or other remedies available under law and equity.
17
17. License Key.
CUSTOMER ACKNOWLEDGES AND AGREES THAT THE LICENSED SOFTWARE MAY CONTAIN A LICENSE
KEY AND THAT EXECUTION OF SUCH LICENSE KEY SHALL RENDER THE LICENSED SOFTWARE OR A
PORTION THEREOF INOPERABLE. CUSTOMER FURTHER ACKNOWLEDGES AND AGREES THAT LICENSE
KEY IS NOT A VIRUS. CUSTOMER FURTHER ACKNOWLEDGES AND AGREES THAT IN THE EVENT THAT
THE LICENSE KEY IS EXECUTED DUE TO NO FAULT OF EFI AS SPECIFICALLY SET FORTH IN THIS LICENSE
AGREEMENT, CUSTOMER SHALL BE OBLIGATED TO PAY EFI’S THEN CURRENT FEE TO REACTIVATE THE
LICENSED SOFTWARE, PLUS ANY APPLICABLE LICENSE OR SUBSCRIPTION FEES.
18.General Provisions.
(a) Taxes. Except with respect to income recognized by EFI, Customer will be liable for payment of
all tariffs, duties and taxes, however designated or levied, based on Customer’s possession or
use of the Licensed Software and the EFI Metrix Security Key, this License Agreement, and/or
any Services, including but not limited to any sales, use, value added, excise, services, personal
property, and other taxes.
(b) Notices. Any and all notices given under this License Agreement will be in writing and will be
effective (i) when mailed by certified or registered mail bearing proper postage, or (ii) if by other
means when received. Notices will be sent to the addresses set forth on the attached signature
page.
(c) Binding Effect. This License Agreement will inure to the benefit of and will be binding upon
Customer and EFI and their respective successors and permitted assigns.
(d) Non-Waiver. No delay or omission or failure to exercise any right or remedy provided for herein
will be deemed to be a waiver thereof or acquiescence to the event giving rise to such right or
remedy, but every such right and remedy may be exercised from time to time and so often as may
be deemed expedient by the party exercising such right or remedy.
(e) Captions. The captions of the sections herein are for convenience only and do not affect in any
way the scope, intent or meaning of the provisions to which they refer.
(f) Governing Law. This License Agreement shall not be governed by the 1980 UN Convention on
Contracts for the International Sales of Goods; rather, this License Agreement shall be governed
in all respects by the laws of the State of California without regard to its conflict of laws provisions.
With respect to all disputes related to this License Agreement, the Licensed Software, the EFI
Metrix Security Key or Services, each party consents to the exclusive personal jurisdiction and
venue of the state courts in San Mateo County, California, and the federal court for the Northern
District of California.
(g) Severability; Interpretation. In the event that any provision of this License Agreement is held to be
illegal, invalid or unenforceable under present or future laws by any court of competent jurisdiction, then such provision will be fully severable and this License Agreement will be construed and
enforced as if such illegal, invalid or unenforceable provision were not a part hereof. This License
Agreement shall be interpreted fairly in accordance with its terms and without any strict construction in favor or against either of the parties hereto. This Agreement is in English only, which shall
be controlling in all respects. All communications and notices shall be in English and the English
version of this License Agreement shall be the version used when interpreting or construing this
License Agreement.
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(h) Entire Agreement and Modification. This License Agreement applies to any add-on components
or modules to the Licensed Software, as well as any Services, which Customer may obtain from
EFI at any time, and constitutes the full and complete understanding and agreement of Customer
and EFI with respect to the subject matter hereof and supersedes all prior negotiations, understandings and agreements between the parties related to the subject matter hereof, except to
the extent that a rider to this License Agreement governing those add-on components, modules
or Services is agreed upon by the parties and provisions of that rider are in addition to or conflict
with terms in this License Agreement. In such an event, any such rider shall take precedence.
Except as expressly stated in this License Agreement, any waiver, modification or amendment of
any provision of this License Agreement will be effective only if in a writing signed by Customer
and EFI.
(i) Independent Contractors. The parties and their respective employees and representatives are
and shall be independent contractors with respect to the other party and neither party by virtue
of this License Agreement shall have any right, power or authority to act or create any obligation,
express or implied, on behalf of the other party.
(j) Survival. The preamble, the definitions of this License Agreement and the respective rights and
obligations of the parties under Sections 4, 6(b), 6(c), 7(c), 9, 10, 12, 13, 14, 17, 18, 19 and 20 shall
survive any termination or expiration of this License Agreement.
(k) Force Majeure. Except for payment of monies, no party shall be liable for its failure to perform any
obligations on account of strikes, shortages, failure or acts of suppliers, riots, insurrection, fires,
flood, storm, explosions, acts of God, war, military operations, acts of terrorism whether actual or
threatened, acts of a public enemy, epidemics, quarantines, governmental action, labor conditions, earthquakes, material shortages or any cause that is similar to those enumerated or beyond
the reasonable control of such party.
(l) Compliance With Laws. Customer shall use the Licensed Software and the EFI Metrix Security
Key in compliance with all applicable laws, statutes, rules and regulations. Upon written notice
to Customer, EFI may modify or suspend Customer’s use of the Licensed Software and/or the EFI
Metrix Security Key as necessary to comply with any law or regulation.
(m) Consent to Use of Data. Customer agrees that EFI may collect and use anonymously aggregated
technical information gathered in any manner as part of product support services related to the
Licensed Software and the EFI Metrix Security Key. Subject to EFI’s then-current privacy policy
and applicable laws and regulations, EFI may: (i) use this information to improve its products or
to provide customized services or technologies to Customer; (ii) transfer this information to its
affiliates, agents and partners; and (iii) transfer this information to the United States and/or any
other country where EFI and its affiliates, agents and partners maintain facilities.
(n) U.S. Government Restricted Rights. Use, duplication, or disclosure of the Software by the United
States Government is subject to restrictions as set forth in FAR 12.212 or DFARS 227.7202-3
-227.7202-4 and, to the extent required under U.S. federal law, the minimum restricted rights
as set out in FAR 52.227-14, Restricted Rights Notice (June 1987) Alternate III(g)(3) (June 1987) or
FAR 52.227-19 (June 1987). To the extent any technical data is provided pursuant to the License
Agreement, such data is protected per FAR 12.211 and DFARS 227.7102-2 and to the extent explicitly required by the U.S. Government, is subject to limited rights as set out in DFARS 252.227.7015
(November 1995) and DFARS 252.227-7037 (September 1999). In the event that any of the above
referenced agency regulations are modified or superseded, the subsequent equivalent regulation shall apply. The name of the Contractor is Electronics For Imaging, Inc.
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19. Provisions Applicable to Licensed Software that includes Monarch Planner.
(a) The term “Licensed Software” as used in this License Agreement includes the Adobe® PDF Library
SDK and related documentation, and any upgrades, modified versions, updates, additions, and
copies thereof.
(b) If the Licensed Software includes font software, Customer may embed the font software, or
outlines of the font software, into Customer’s electronic documents to the extent that the font
vendor copyright owner allows for such embedding. The fonts contained in this package may
contain both Adobe Systems Incorporated (“Adobe”) and non-Adobe owned fonts. Customer
may fully embed any font owned by Adobe.
(c) Customer is hereby notified that Adobe, a Delaware corporation located at 345 Park Avenue, San
Jose, CA 95110-2704 is a supplier of EFI and a third-party beneficiary to this License Agreement
to the extent that this License Agreement contains provisions which relate to Customer’s use of
any software, font programs, typefaces, and/or trademarks licensed or supplied by Adobe. Such
provisions are made expressly for the benefit of Adobe and are enforceable by Adobe in addition
to EFI.
20.Provisions Applicable to Licensed Software that includes Microsoft software (such as
Windows or SQL Server).
(a) The term “Licensed Software” as used in this License Agreement includes certain Microsoft
software and related documentation, associated media, “online” or electronic documentation,
upgrades and updates. EFI does not own these products and the use thereof is subject to certain
rights and limitations.
(b) Microsoft is not responsible for any support services for the Licensed Software. Notwithstanding
the foregoing, in the event any support issues arise related to the Microsoft software that cannot
be resolved by EFI, support to Customer may be provided by Microsoft pursuant to the Microsoft
Premier support services agreement, or a similar type agreement, between EFI and Microsoft.
(c) The Licensed Software is not fault-tolerant. The Licensed Software is not designed or intended
for use in any situation where failure or fault of any kind of the Licensed Software could lead
to death or serious bodily injury of any person, or to severe physical or environmental damage
(“High Risk Use”). Customer is not licensed to use the Licensed Software in, or in conjunction with,
High Risk Use. High Risk Use is STRICTLY PROHIBITED. High Risk Use includes, for example, the following: aircraft or other modes of human mass transportation, nuclear or chemical facilities, and
Class III medical devices under the Federal Food, Drug, and Cosmetic Act. Customer agrees not
to use the Licensed Software in, or in connection with, any High Risk Use. Customer is responsible
for taking all appropriate measures to ensure the safe use of the Licensed Software if used for
such purposes and EFI and its suppliers, including Microsoft, shall not be liable for any claims or
damages arising from such use.
21. Provisions Applicable to Licensed Software that includes software products owned or
distributed by Oracle.
(a) The term “Licensed Software” as used in this License Agreement includes certain software
products provided by EFI that are owned or distributed by Oracle USA, Inc. (“Oracle”) and related
program documentation (the “Oracle Programs”), EFI does not own the Oracle Programs and
the use thereof is subject to certain rights and limitations. The Oracle Programs included herein
are subject to a restricted use license and can only be used in conjunction with the Licensed
Software. Oracle or its licensors retain all ownership of intellectual property rights to the Oracle
Programs. Customer is hereby notified that Oracle is a supplier of EFI and a third-party beneficiary
20
to this License Agreement to the extent that this License Agreement contains provisions which
relate to Customer’s use of the Oracle Programs. Such provisions are made expressly for the
benefit of Oracle and are enforceable by Oracle in addition to EFI.
(b) Customer acknowledges and agrees that it is prohibited from (i) publishing any results of benchmark tests run on the Oracle Programs, (ii) using the Oracle Programs for rental, timesharing, subscription service, hosting, or outsourcing, and (iii) removing or modifying any program markings
or notice of Oracle’s or Oracle’s licensors’ proprietary rights.
(c) To the extent not prohibited by law, in no event will Oracle be liable for (i) any damages, whether
direct, indirect, incidental, special, punitive or consequential, and (ii) any loss of profits, revenue,
data or data use, arising from the use of the Oracle Programs.
(d) Customer hereby permits EFI to (i) report any audit results obtained pursuant to Section 16 above
to Oracle to the extent such results are related to the Oracle Programs, or (ii) assign such rights to
audit Customer’s use of the Oracle Programs to Oracle.
(e) Customer is hereby notified that some Oracle Programs may include source code that Oracle may
provide as part of its standard shipment of such programs, which source code shall be governed
by the terms of this License Agreement.
(f) The Computer Information Transactions Act shall not apply to this License Agreement.
(g) Customer acknowledges and agrees that in the event a third party technology may be appropriate or necessary for use with some Oracle Programs, it shall be specified in the Licensed Software
package documentation or as otherwise noted, and such third party technology is licensed to
the Customer only for use with the License Software under the terms of the third party license
agreement specified in the Licensed Software package documentation or as otherwise noted,
and not under the terms of this License Agreement.
EFI is a registered trademark of Electronics For Imaging, Inc. in the U.S. Patent and Trademark Office
and/or certain other foreign jurisdictions.
If you have any questions, see the EFI web site at www.efi.com.
Electronics For Imaging, Inc.
6750 Dumbarton Circle
Fremont, CA 94555
USA
Copyright © 2004-2014 Electronics For Imaging, Inc. All rights reserved.
Portions Copyright © Romain Guy. All Rights Reserved.
Portions Copyright 1994-2004 Sun Microsystems, Inc. All Rights Reserved.
Portions Copyright © 2000-2011 The Legion Of The Bouncy Castle (http://www.bouncycastle.org).
Portions Copyright © Chet Haase, Tim Halloran. All Rights Reserved.
Portions Copyright © 1995-2000 by the Hypersonic SQL Group. All rights reserved.
21
IF YOU ARE BEING GRANTED A LICENSE TO ACCESS THE APPLICATION THE FOLLOWING TERMS AND
CONDITIONS SHALL APPLY:
1. Grant of License.
Subject to the terms and conditions of and except as otherwise set forth in these Software Subscription
Agreement Terms and Conditions (this “License Agreement”), EFI (as defined on the attached signature page) grants to Customer (as defined on the attached signature page), during the term of this
License Agreement, a non‑transferable and non‑exclusive license (the “License”) to Access (as such
term is defined below), but not to relicense, sublicense, modify or enhance, EFI’s proprietary hosted
solution and related services set forth on the signed Purchase Order, Investment Summary or other
written agreement, as applicable (the “Application”), but excluding any third party licenses described
on the signed Purchase Order, Investment Summary or other written agreement, as applicable. The
License granted herein authorizes Access of the Application only by Customer and its employees or
authorized independent contractors, and by Customer’s customers as applicable. Customer shall
obtain no ownership rights, express or implied, or any other rights other than those expressly set
forth herein in the Application and/or Documentation (as defined in Section 2). For purposes of this
License Agreement, “Access” shall mean the connection to and use of the Application by Customer
via an Internet web browser under the terms of this License Agreement.
2. Customer’s Access to the Application. (a) Access. As soon as possible after the execution of this License Agreement, EFI shall provide a
password or passwords to Customer allowing Customer Access to the Application. EFI shall also
provide Customer with user’s guides and other information provided by EFI to Customer (the
“Documentation”) to assist Customer in using the Application. All data generated by and through
Customer’s Access shall reside on EFI’s servers and EFI shall have the right to use such information
for the purposes of this License Agreement and in aggregate, non-personally identifiable form
for any reason. No copies of the Application or any EFI content made available therein and/or
Documentation may be made without EFI’s prior written consent. Customer understands and
agrees that EFI accepts no responsibility whatsoever to modify the Application in order to cause
it to successfully perform on any particular hardware system, configuration or platform or in conjunction with any other computer software.
(b) Data Entry. EFI shall provide Customer with the means to enter (or have entered) any necessary
Customer data into the Application. Responsibility for ensuring that the data is timely entered
into the Application and is accurate and reflects Customer requirements lies solely with Customer.
Customer shall indemnify and hold harmless EFI from and against any liability, damages or costs
arising from any data or content included in or used in conjunction with the Application by
Customer.
(c) Password Security. Customer shall: (i) ensure that only authorized individuals shall have access
to any passwords provided by EFI for use by Customer in connection with the Application; (ii) not
disclose such passwords to any unauthorized individual; and (iii) be solely responsible for assigning roles and authority levels with respect to Customer’s Access to the Application, and shall be
solely responsible for the conduct of individuals to which it provides Access to the Application.
Customer acknowledges and agrees that it is solely responsible for strictly maintaining the confidentiality and integrity of such passwords and authority levels and Customer shall indemnify and
hold harmless EFI from and against any liability, damages or costs arising from Customer’s failure
to comply with this Section 2(c) Customer shall notify EFI immediately in writing if the security or
integrity of a password or authority level has been compromised.
22
(d) Dangerous Applications. The Application is not intended for use in any nuclear, aviation,
mass transit, medical or life support application or in any other inherently dangerous application. Customer is responsible for taking all appropriate measures to ensure the safe use of the
Application if used for such purposes and EFI shall not be liable for any claims or damages arising
from such use.
3. Training, Customer Support and Scheduled Downtime.
(a) Training. EFI will provide Customer with the training set forth on the attached Purchase Order,
Investment Summary or Amendment, as and if applicable. Customer may obtain additional training at EFI’s prevailing rates. All training fees shall be due and payable upon EFI providing training
to Customer. All pre-paid training services must be used within one (1) year from the date you
agree to the terms and conditions of this License Agreement. Customer will reimburse EFI for all
reasonable out-of-pocket expenses (including travel, lodging and meals) incurred in connection
with providing such training.
(b) Customer Support. EFI will provide ongoing standard maintenance and technical and operational support for the Application as set forth in Section 5 below, and will respond to reported
problems during EFI’s normal business hours. EFI shall provide Customer with procedures that
permit notification of EFI personnel in case of a system outage.
(c) Scheduled Downtime. EFI will use commercially reasonable efforts to perform any scheduled
downtime outside of normal business hours. EFI shall notify Customer of all scheduled downtimes at least forty-eight (48) hours in advance.
(d) Outages. Customer acknowledges and agrees that communications via the Internet are subject
to unexpected outages due to equipment failure that can occur at various locations, most of
which are not under EFI’s control. Customer agrees to hold EFI blameless for outages that are
not EFI’s fault or could not have been reasonably foreseen by EFI. EFI agrees to exert the highest
standard of diligent efforts in restoring outages, regardless of fault, whenever they occur.
(e) Credit for Unscheduled Downtime. If Customer’s Access to the Application is unavailable due to
the fault of EFI for more than two (2) consecutive unscheduled hours within any 24 hour period,
upon Customer’s written request, Customer will receive a credit for one day of Subscription Fees
(as defined in Section 4 below) (based on an average of that month’s invoice). THE FOREGOING
CONSTITUTES CUSTOMER’S SOLE AND EXCLUSIVE REMEDY, AND EFI’S ENTIRE LIABILITY FOR
APPLICATION DOWNTIME.
(a) Subscription Fees. Upon execution of this License Agreement, the Customer agrees to pay
the amounts as set forth on the attached Purchase Order, signature page and/or Investment
Summary (the “Subscription Fee”). The Subscription Fees, which are due quarterly in advance,
will commence on the first day of the second month following configuration of the Application
on EFI’s servers and delivery to Customer of a URL enabling Access to the Application. Upon any
Renewal Term (as defined in Section 13), the Subscription Fee may be increased to EFI’s prevailing
Subscription Fee in effect at that time. All Subscription Fees are due and payable thirty (30) days
after receipt of an invoice from EFI.
(b) Additional Modules and Licenses. Customer may license additional modules and enhancements
for the Application from EFI during the term of this License Agreement by paying EFI’s then current Subscription Fees for such modules. If Customer is granted a license for such additional
modules or enhancements, such license shall be subject to all the provisions of this License
Agreement as if licensed hereunder except with respect to the Subscription Fee paid therefore
and as otherwise agreed at the time of such agreement.
23
(c) Travel Expenses. All prices set forth in this Agreement are exclusive of travel expenses incurred
by EFI personnel in connection with providing training, installation, and/or Services (as defined
below), which shall be invoiced to Customer at cost. EFI shall invoice travel time to Customer at
fifty percent (50%) of EFI’s standard rates in effect at such time. EFI will waive such charges for
travel time in the event that (i) bookings are made in forty (40) hour blocks, (ii) EFI personnel are
permitted to charge for five (5) day weeks and are on-site for four (4) days and three (3) nights, and
(iii) EFI personnel may work from the EFI office on Fridays.
(d) Weekends and Holidays. Any training, installation, and/or Services scheduled and/or performed
on a Saturday will be invoiced to Customer at one hundred fifty percent (150%) of EFI’s standard
rates in effect at such time. Any training, installation, and/or Services scheduled and/or performed on a Sunday or Holiday (New Year’s Day, Memorial Day, Independence Day, Labor Day,
Thanksgiving Day, Day after Thanksgiving, Christmas Day, Day before/after Christmas, and New
Year’s Eve) will be invoiced to Customer at two hundred percent (200%) of EFI’s standard rates in
effect at such time.
(e) Other. EFI reserves the right to charge Customer interest of one and one-half percent per month
or the highest legal rate, whichever is lower, on any payments which remain outstanding beyond
thirty (30) days after the date such payment becomes due. In addition, in the event that Customer
fails to make any payment when due, EFI shall have the right after any applicable cure period,
in addition to its other rights and remedies, to terminate this License Agreement, cease further
performance hereunder, and, as applicable, to (i) immediately, and without notice, execute
the License Key (as defined below), or (ii) retake possession of the Application. As used herein,
“License Key” means a programming code, intentionally inserted into the Application, which, if
executed, renders the Application or portions thereof inoperable.
5. Maintenance.
EFI shall provide, subject to prior payment of the Subscription Fees and any other fees due and payable to EFI hereunder, maintenance services with respect to the Application during the term of this
License Agreement, as follows:
(a) Correction of material defects in the Application so that the Application will operate materially in
conformity with the warranties set forth in this License Agreement;
(b) Periodic updates of the Application that will incorporate corrections of any material defects and
fixes of any minor bugs to the Application;
(c) Telephone or email/electronic consultation services to Customer regarding the Access to the
Application within the scope of the License, during EFI’s standard support hours; and
(d) Enhancements and/or revisions for the software components of the Application which are developed by EFI and which may be useful to Customer; provided that such future enhancements or
revisions shall be made available without additional charge to Customer only where they are provided to substantially all other licensees of the Application from EFI free of additional charge.
Customer agrees that any use of a VPN or any special requirements for EFI to access designated
ports as part of its provision of maintenance will incur an additional monthly charge. Sample VPN
clients include but are not limited to Cisco, Contivity, Sonicwall, Juniper Network, or Microsoft
VPN clients. Sample proxy application/servers include but are not limited to Citrix, VNC, Remote
Desktop, gotomypc, logmein, webex and gotomeeting. Special requirements will be deemed
anything outside EFI’s normal maintenance process.
When a new version of the Application is released, EFI will begin the retirement process of the
support/maintenance life-cycle for previous versions of the Application. EFI will use commercially
reasonable efforts to keep a version of the Application active for support and/or maintenance for
24
two (2) years after its release date. EFI reserves the right to discontinue providing support and/or
maintenance for all out-of-date versions of the Application. Customer acknowledges and agrees
that it is their responsibility to perform all upgrades and updates for the Application, as provided
by EFI to Customers who have timely paid their Subscription Fees, to ensure that they are using a
version of the Application for which active support and/or maintenance is available.
6. Services.
(a) Services to be Performed. If requested by Customer, EFI will provide a consultant(s) proficient
in the installation, implementation, and/or other requested services for the Application at
Customer’s direction in accordance with services contracted for and referenced in the Purchase
Order or Investment Summary of the License Agreement (“Services”), if applicable. All Services
will be coordinated with the designated Customer representative. If appropriate, statement(s) of
work may be added to more fully describe the scope, duration, and/or fees for the Services. Such
statements of work and any changes thereto shall be made in writing between EFI and Customer,
and shall be subject to the terms and conditions of this License Agreement. Services shall be
performed consistent with generally accepted industry standards and in good and workmanlike
manner.
(b) Compensation; Remedy. All Services will be provided on a time and expense basis, at EFI’s prevailing rates in effect at the time, unless otherwise agreed by the parties in the Investment Summary
of the License Agreement or an applicable statement of work. Services will be invoiced in accordance with the fees listed on the signed Purchase Order, Investment Summary or other written
agreement, an applicable statement of work, or schedules thereto, as applicable. All pre-paid
Services must be used within one (1) year from the date you agree to the terms and conditions of
this License Agreement. Customer will reimburse EFI for all reasonable out-of-pocket expenses
(including travel, lodging and meals) incurred in connection with providing the Services, provided that EFI will furnish Customer with receipts or other appropriate documentation of such
expenses. All Services shall be subject to all the terms and provisions of Section 7 of this License
Agreement, and Customer’s sole and exclusive remedy for unsatisfactory Services shall be, at EFI’s
sole option, re-performance of the unsatisfactory Services or repayment of the fees associated
with such Services.
(c) Work Product. Customer agrees that any and all ideas, concepts, or other intellectual property
rights related in any way to the techniques, knowledge, and/or processes of the Application,
Services and deliverables under this License Agreement, including any integrations to third party
products, whether or not developed for Customer, are the exclusive property and Intellectual
Property Rights (as defined in Section 10) of EFI as set forth in this License Agreement.
(a) EFI Limited Warranties. EFI represents and warrants to Customer that (i) EFI has the right to grant
the License granted herein, and (ii) the Application, as delivered by EFI to Customer pursuant to
the terms of this License Agreement and updated pursuant to the terms hereof, will perform
materially in accordance with the specifications; provided, however, that the foregoing warranty
shall not apply to defects attributable to (A) defects caused by any equipment or software not
provided to Customer by EFI, (B) any modification of the Application by Customer, its employees
or any third party acting on behalf of Customer to the extent that such modification is undertaken
without EFI’s express, prior written approval, or (C) any accident, neglect, misuse or abuse by
Customer, its employees or any third party acting through or on behalf of Customer. If Customer
discovers any defect in the Application that constitutes a breach of the warranty set forth in
25
clause (ii) in the preceding sentence, EFI’s liability under this License Agreement will be limited
to providing to Customer, at no additional cost to Customer, programming services necessary to
correct such defect as promptly as is reasonable under the circumstances.
(b) Customer Obligations. Customer agrees to promptly notify EFI in the event that the Application
fails to perform materially in accordance with the specifications and to cooperate fully and
promptly with EFI’s attempts to identify the cause of the failure.
(c) WARRANTY DISCLAIMER. ACCESS TO THE APPLICATION IS PROVIDED BY EFI AND THE COPYRIGHT
HOLDERS AND CONTRIBUTORS LISTED BELOW “AS IS” AND TO THE MAXIMUM EXTENT PERMITTED
BY APPLICABLE LAW, THE WARRANTY AND REMEDIES EXPRESSLY SET FORTH IN THIS LICENSE
AGREEMENT ARE EXCLUSIVE AND ARE IN LIEU OF ALL OTHER WARRANTIES AND REMEDIES, ORAL
OR WRITTEN, EXPRESS OR IMPLIED, AND EFI, AND WHERE APPLICABLE, ITS SUPPLIERS, SPECIFICALLY
DISCLAIM ANY SUCH WARRANTIES AND REMEDIES, INCLUDING, WITHOUT LIMITATION, THE
IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR
ANY IMPLIED WARRANTIES ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR
USAGE OF TRADE OR ANY WARRANTIES RELATING TO SECURITY. THERE IS NO WARRANTY OR
REPRESENTATION THAT THE OPERATION OF THE PRODUCTS WILL BE UNINTERRUPTED, FAULTTOLERANT, SECURE OR ERROR-FREE, OR THAT THE LICENSED SOFTWARE WILL BE FREE FROM
INFRINGEMENT OR VIOLATION OF ANY PATENT, COPYRIGHT, TRADE SECRET OR ANY OTHER
INTELLECTUAL PROPERTY RIGHT OF ANY THIRD PARTY.
8. Promotion.
(a) Use of Customer Trademark and Logos. Subject to all the terms and conditions of this License
Agreement and any reasonable trademark usage guidelines of Customer, Customer hereby
grants EFI a non-exclusive, worldwide, royalty-free license to use the Customer Marks (as defined
below) solely in connection with this License Agreement, and for the purpose of promoting the
Application in marketing materials, print or on-line advertising, and for the purpose of identifying
Customer as an Application partner. Customer shall make all reasonable commercial efforts to
secure for EFI the rights or sub-licenses required for EFI’s use of the trademarks or service marks of
Customer’s Affiliates (as defined below) for use in accordance with this Section. “Customer Marks”
shall mean solely the Customer name and logo or as otherwise may be provided to EFI in writing.
EFI hereby acknowledges and agrees that (i) the Customer Marks are owned solely and exclusively
by Customer or its Affiliates, (ii) except as set forth herein, EFI has no rights, title or interest in or
to the Customer Marks and (iii) all use and goodwill of the Customer Marks by EFI shall inure to
the benefit of Customer and its Affiliates. EFI agrees not to apply for registration of the Customer
Marks (or any mark confusingly similar thereto) anywhere in the world. EFI agrees that it shall
not engage, participate or otherwise become involved in any activity or course of action that
diminishes and/or tarnishes the image and/or reputation of Customer or of any Customer Mark.
For purposes of this License Agreement, “Affiliate” shall mean any entity directly or indirectly controlling, controlled by, or under common control with a party
(b) Use of EFI Trademark and Logos. Subject to all the terms and conditions of this License Agreement
and any reasonable trademark usage guidelines of EFI, EFI hereby grants Customer a non-exclusive, worldwide, royalty-free license to use the EFI Marks solely to promote Customer’s use of the
Application as mutually agreed by the parties. EFI shall make all reasonable commercial efforts
to secure for Customer the rights or sub-licenses required for Customer’s use of the trademarks
or service marks of EFI’s Affiliates for use in accordance with this Section. “EFI Marks” shall mean
solely the EFI name and logo or as otherwise may be provided to Customer in writing. Customer
hereby acknowledges and agrees that (i) the EFI Marks are owned solely and exclusively by EFI
or its Affiliates, (ii) except as set forth herein, Customer has no rights, title or interest in or to the
26
EFI Marks and (iii) all use and goodwill of the EFI Marks by Customer shall inure to the benefit of
EFI and its Affiliates. Customer agrees not to apply for registration of the EFI Marks (or any mark
confusingly similar thereto) anywhere in the world. Customer agrees that it shall not engage,
participate or otherwise become involved in any activity or course of action that diminishes and/
or tarnishes the image and/or reputation of EFI or of any EFI Mark.
EFI will not be liable, except for EFI’s willful misconduct, for damages arising from any breach, unauthorized access, or misuse of, or intrusion into, the Customer’s data residing on EFI’s server(s) or any
network used by Customer. TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT WILL EFI OR
ITS SUPPLIERS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES
ARISING OUT OF THE SERVICES OR CUSTOMER’S USE OF OR INABILITY TO USE THE APPLICATION OR
ANY PORTION THEREOF, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN PARTICULAR,
EFI IS NOT RESPONSIBLE FOR ANY COSTS, INCLUDING, BUT NOT LIMITED TO, THOSE INCURRED AS A
RESULT OF LOST PROFITS OR REVENUE, LOSS OF USE OF THE APPLICATION, LOSS OF DATA, THE COST
OF RECOVERING ANY DATA, THE COST OF SUBSTITUTE SOFTWARE, OR CLAIMS BY THIRD PARTIES. IN
NO CASE SHALL EFI’S LIABILITY UNDER THIS LICENSE AGREEMENT EXCEED THE AMOUNT OF FEES
ACTUALLY PAID BY CUSTOMER TO EFI FOR THE SIX (6) MONTHS PRIOR TO THE EVENT GIVING RISE TO
SUCH LIABILITY.
10.Proprietary Rights & Confidential Information.
(a) No Implied Conveyance of Proprietary Rights. Customer acknowledges that the Application
represent and will continue to represent the valuable, confidential and proprietary property of
EFI and, where applicable, its suppliers. Specifically, Customer acknowledges that aspects of
the Application and associated documentation, including the specific design and structure of
individual programs, may be protected by EFI’s patent, copyright, trademark, service mark, trade
secret, trade name or other intellectual property rights (collectively, the “Intellectual Property
Rights”). Customer shall not disclose, provide or otherwise make available such Intellectual
Property Rights in any form to any third party without the prior written consent of EFI, which
consent may be withheld in EFI’s sole discretion. EFI is not by this License Agreement conveying
to Customer any of its Intellectual Property Rights in the Application, except that Customer will
have the limited rights expressly set forth in this License Agreement.
(b) Protection of Proprietary Rights and Confidential Information. During the term of this License
Agreement, EFI may disclose Confidential Information to Customer pursuant to this License
Agreement. “Confidential Information” means any information provided to Customer by EFI
pursuant to this License Agreement that Customer has been informed or has a reasonable basis
to believe is confidential to EFI, including, for example, ideas, programs, data, software, systems
configurations, reports, projections, initiatives, customer data or other business or technical information. Such Confidential Information generally shall be designated in writing to be confidential
or proprietary, or if disclosed orally, shall be summarized and confirmed in writing within thirty
(30) days as being confidential or proprietary, except however, all technical information related
to the Application shall be deemed to be Confidential Information of EFI without any need for
marking as confidential or proprietary.
Customer will use its best efforts to protect the Intellectual Property Rights and Confidential
Information and will not sell, license, sublicense, transfer or otherwise disclose or dispose of the
Application or the Intellectual Property Rights or Confidential Information, or any portion thereof,
and will take such precautions with respect to the Application and the Intellectual Property Rights
and Confidential Information as are taken by Customer to protect its own confidential information
and proprietary rights of the greatest sensitivity. Customer agrees to advise its employees and
27
authorized independent contractors of the confidential and proprietary nature of the Application
and of the restrictions imposed by this License Agreement, and agrees to confine access to the
Application to Customer’s employees and authorized independent contractors in the ordinary
course and scope of their employment or relationship with Customer. Except as expressly permitted in this License Agreement, Customer will not directly or indirectly make any disclosure of all or
any part of the Application (including the database data dictionary) to any third party. Customer
agrees that it will not make error corrections to or otherwise modify the Application or create
derivative works based on the Application, or permit third parties to do the same, or decompile,
decrypt, reverse engineer (including reverse engineering access to the database), disassemble
or otherwise reduce the Application to human readable form to gain access to the Intellectual
Property Rights in the Application or Confidential Information.
(c) Proprietary Notices. Customer agrees to maintain and reproduce all copyright and other proprietary notices on all copies, in any form, of the Application in the same form and manner that
such copyright and other proprietary notices are included in the Application. Except as expressly
authorized in this License Agreement, Customer shall not make any copies or duplicates of the
Application.
(d) Injunctive Relief. Customer acknowledges that its violation of its confidentiality or non-disclosure
obligations under this License Agreement may cause irreparable damage to EFI that cannot be
fully remedied by money damages. Accordingly, in the event of any such violation or threatened
violation, EFI will be entitled, in addition to pursuing any other remedy available to it under this
License Agreement or at law, to (i) terminate this License Agreement and either retake possession
of the Application or execute the License Key, as applicable, and (ii) obtain injunctive or other
equitable relief from any court of competent jurisdiction as may be necessary or appropriate to
prevent any further violations thereof.
(e) Scope of Confidentiality Provisions. The provisions of this Section apply to the Application as
delivered to Customer by EFI or as modified or otherwise enhanced by either party and to any
proprietary material and information regarding the Application that is given to Customer prior to,
on or after the date of this License Agreement. Customer agrees to notify EFI immediately upon
Customer’s becoming aware of or reasonably suspecting the possession, use or knowledge of all
or part of the Application by any person or entity not authorized by this License Agreement to
have such possession, use or knowledge. Customer will promptly furnish EFI with details of such
possession, use or knowledge, will assist in preventing a recurrence thereof and will cooperate
with EFI in protecting EFI’s rights in the Application. Customer’s compliance with the terms of
this Section will not be construed in any way as a waiver of EFI’s right to recover damages or
obtain other relief against Customer for Customer’s breach of its confidentiality or non-disclosure
obligations under this License Agreement or the negligent or intentional harm to EFI’s Proprietary
Rights.
11. Non-assignment of Access or License.
Customer may not assign or otherwise transfer, voluntarily, by operation of law or otherwise, any of
its rights under this License Agreement, including, without limitation, the License, without, in each
instance, the prior written consent of EFI, which consent may be withheld, delayed or conditioned
in the sole discretion of EFI. Any attempted assignment or transfer in violation of the terms of this
Section shall, at the option of EFI, be null and void.
Customer understands and hereby acknowledges that the Application and related technology and
other information and materials made available under this Licensed Agreement are subject to the export laws and regulations of the United States, including the U.S. Export Administration Regulations.
Customer agrees to comply with all applicable export laws and regulations, including all U.S. export
laws and regulations and future modifications thereof. Customer shall be solely responsible for
28
obtaining any necessary export licenses and exemptions. The Application and related technology
and other information and materials are prohibited for export or re-export to a number of countries
and persons, including without limitation, Cuba, Iran, Iraq, Libya, North Korea, Sudan, and Syria, and
to any person or entity on the U.S. Department of Treasury’s list of Specially Designated Nationals,
Specially Designated Narcotics Traffickers and Specially Designated Terrorists.
13. Term of Agreement.
The parties agree that this License Agreement will have an initial term of one (1) year, subject to earlier
termination pursuant to Section 14 (the “Initial Term”). In the event that Customer does not provide
written notice to EFI of its intent to terminate this License Agreement upon expiration of the Initial
Term or any one-year renewal thereof at least ninety (90) days prior to the expiration of the Initial Term
or any renewal thereof, this License Agreement will be deemed to continue for an additional one-year
period (the “Renewal Term”) at EFI’s then current Subscription Fee.
14. Termination.
Notwithstanding the terms of Section 13, this License Agreement may be terminated by EFI or
Customer, as the case may be, immediately upon written notice to the other party as follows:
(a) Customer fails to make any payment required hereunder; or
(b) EFI or Customer fails to cure a material breach of any term or condition under this License
Agreement within thirty (30) days after written notice from the non-breaching party; or
(c) Customer ceases to do business as a going concern, becomes the object of the institution of
voluntary or involuntary proceedings in bankruptcy or liquidation which is not dismissed within
60 days after the initial filing, or a receiver is appointed with respect to a substantial portion of its
assets.
Except as otherwise provided herein, upon termination of this License Agreement, Customer shall
promptly (i) pay to EFI all unpaid Subscription Fees, accrued prior to termination, (ii) return to EFI all
tangible embodiments of the EFI Confidential Information and (iii) return to EFI, within thirty (30) days
after the expiration or termination of this License Agreement, any materials, programs, manuals and
other items then in Customer’s possession or under Customer’s control related to Application or any
derivative works therefrom. Upon termination of this License Agreement, EFI shall (i) make all commercially reasonable efforts to provide Customer with any proprietary data belonging to Customer,
in the current format in which it is stored at EFI at the termination of the License Agreement, and (ii) if
applicable, execute the License Key immediately upon such expiration or termination.
15.Third Party Agreements.
If Customer selects software modules for use in connection with the Application which EFI does not
own but instead resells in connection with a reseller agreement, Customer shall pay the standard fees
established by EFI for such software.
16.Audit Rights.
Upon reasonable notice to Customer and solely to ensure compliance with the terms of this License
Agreement and the Investment Summary, EFI shall have the right to audit Customer’s use and Access
of the Application during regular business hours and in such a manner as not to unreasonably interfere with Customer’s normal business activities and Access of the Application, including any third
party applications in the Application. In the event the results of the audit show that Customer is
using or accessing modules of the Application that are not licensed and set forth on the Investment
Summary, or is using the Application beyond the license restrictions and/or any terms of this License
29
Agreement, EFI shall have the right to immediately invoice Customer for the unauthorized use or
Access, including any applicable late fees and interest as set forth in this License Agreement, as well as
reasonable expenses associated with such audit. In the event Customer fails to make such payments,
EFI may terminate this License Agreement and either retake possession of the Application or execute
the License Key, as applicable. These remedies shall be in addition to and shall not limit EFI’s ability to
pursue damages or other remedies available under law and equity.
17. License Key.
CUSTOMER ACKNOWLEDGES AND AGREES THAT THE APPLICATION MAY CONTAIN A LICENSE KEY
AND THAT EXECUTION OF SUCH LICENSE KEY SHALL RENDER THE APPLICATION OR A PORTION
THEREOF INOPERABLE. CUSTOMER FURTHER ACKNOWLEDGES AND AGREES THAT LICENSE KEY IS
NOT A VIRUS. CUSTOMER FURTHER ACKNOWLEDGES AND AGREES THAT IN THE EVENT THAT THE
LICENSE KEY IS EXECUTED DUE TO NO FAULT OF EFI AS SPECIFICALLY SET FORTH IN THIS LICENSE
AGREEMENT, CUSTOMER SHALL BE OBLIGATED TO PAY EFI’S THEN CURRENT FEE TO REACTIVATE THE
APPLICATION, PLUS ANY APPLICABLE SUBSCRIPTION FEES.
18.Provisions Applicable to Digital StoreFront and PrinterSite Applications.
(a) Use of Digital StoreFront or PrinterSite at Site Location. Notwithstanding anything to the contrary
in this Agreement, Customer shall only use the Digital StoreFront (“DSF”) or PrinterSite for activity
which occurs at the Site Location and employees of Customer who access DSF or PrinterSite (or
any other EFI print buyer site) must be located at or engaging in business activity which will occur
or is occurring at the Site Location. Without limiting the generality of the foregoing, in the event
that Customer operates more than one printing facility, Customer shall not use DSF or PrinterSite
to engage in business activities at any printing facility other than the Site Location.
(b) Hypertext Links to Web Sites. Customer represents and warrants to EFI that it has the power,
right and authority to create and maintain, or to allow EFI to create and maintain, all Links (as
defined below) to DSF or PrinterSite and any other web sites on the Internet mutually agreed
upon by Customer and EFI. Customer agrees to incorporate EFI’s “Powered by EFI” icon on its DSF
or PrinterSite site. As used in this License Agreement, “Link” shall mean a hypertext reference
which, when activated, moves users from one web site to another on the Internet.
(c) Relationships with Third Parties. The operation of the PrinterSite or DSF site, and participation by
Customers therein, shall create no contract or other obligation between Customer and any of its
customers. Customer shall have sole and absolute discretion whether to enter into agreements
with customers using DSF or PrinterSite pursuant to the transaction rules and conditions updated
on DSF or PrinterSite from time to time. EFI shall not be a party to any agreement for printing
services between Customer and any of its customers or vendors. EFI cannot and does not warrant
or guarantee, and shall not be liable in any way for, the performance of any customer, vendor, or
third party. Moreover, EFI shall have no liability relating to, arising out of, or in connection with
any dispute between Customer and any of its customers, vendors or other third parties accessing
DSF or PrinterSite. Any such dispute shall be solely between Customer and such other party and
shall not relieve Customer of any of its obligations to EFI hereunder.
(d) Security for DSF and PrinterSite. EFI shall make commercially reasonable efforts to operate and
maintain DSF or PrinterSite, as applicable, with access restricted to authorized personnel. EFI shall
undertake and perform reasonable measures to ensure the security, confidentiality, and integrity
of Customer’s content transmitted through or stored on DSF or PrinterSite, as applicable, including firewall protection and maintenance of independent archival at a location other than EFI’s
headquarters of backup copies of all proprietary software created or developed by EFI. EFI cannot
30
guarantee that DSF or PrinterSite will not be infiltrated or that the security of DSF or PrinterSite
will not be breached, and EFI will have no liability therefore so long as commercially reasonable
efforts are exercised to stop such.
As the use of EFI connectors requires the use of an open communication channel (“Connector”) to
Customer’s servers, Customer agrees it shall bear responsibility for the security of the Connector
and full risk of loss and damage to all data and content stored on its servers related to the use of
the Connector. Without limiting the generality of the foregoing, Customer is solely responsible
for undertaking full measures to: (i) prevent any loss or damage to Customer’s content on its
own servers; (ii) maintaining archival copies and backup copies of its materials; (iii) ensuring the
confidentiality, security and integrity of Customer’s data.
19. Provisions Applicable to the Application that includes Monarch Planner.
(a) The term “Application” as used in this License Agreement includes the Adobe® PDF Library SDK
and related documentation, and any upgrades, modified versions, updates, additions, and copies
thereof.
(b) If the Application includes font software, Customer may embed the font software, or outlines
of the font software, into Customer’s electronic documents to the extent that the font vendor
copyright owner allows for such embedding. The fonts contained in this package may contain
both Adobe and non-Adobe owned fonts. Customer may fully embed any font owned by Adobe.
(a) Taxes. Except with respect to income recognized by EFI, Customer will be liable for payment of all
tariffs, duties and taxes, however designated or levied, based on Customer’s possession, use of or
Access to the Application, this License Agreement, and/or any Services, including but not limited
to any sales, use, value added, excise, services, personal property, and other taxes.
(b) Notices. Any and all notices given under this License Agreement will be in writing and will be
page.
(c) Binding Effect. This License Agreement will inure to the benefit of and be binding upon Customer
and EFI and their respective successors and permitted assigns.
(f) Governing Law. This License Agreement shall not be governed by the 1980 UN Convention on
Contracts for the International Sales of Goods; rather, this License Agreement shall be governed
With respect to all disputes related to this License Agreement or the Application, each party consents to the exclusive personal jurisdiction and venue of the state and federal courts of California.
(g) Severability; Interpretation. In the event that any provision of this License Agreement is held to be
illegal, invalid or unenforceable under present or future laws by any court of competent jurisdiction, then such provision will be fully severable and this License Agreement will be construed and
enforced as if such illegal, invalid or unenforceable provision were not a part hereof. This License
31
Agreement shall be interpreted fairly in accordance with its terms and without any strict construction in favor or against either of the parties hereto. This Agreement is in English only, which shall
be controlling in all respects. All communications and notices shall be in English and the English
version of this License Agreement shall be the version used when interpreting or construing this
License Agreement.
(h) Entire Agreement and Modification. This License Agreement applies to any add-on components
or modules to the Application, as well as any Services, which Customer may obtain from EFI at any
time, and constitutes the full and complete understanding and agreement of Customer and EFI
with respect to the subject matter hereof and supersedes all prior negotiations, understandings
and agreements between the parties related to the subject matter hereof, except to the extent
that a rider to this License Agreement governing those add-on components, modules or Services
is agreed upon by the parties and provisions of that rider are in addition to or conflict with terms
in this License Agreement. In such an event, any such rider shall take precedence. Except as expressly stated in this License Agreement, any waiver, modification or amendment of any provision
of this License Agreement will be effective only if in a writing signed by Customer and EFI.
of this License Agreement shall have any right, power or authority to act or create any obligation,
express or implied, on behalf of the other party.
(j) Survival. The definitions of this License Agreement and the respective rights and obligations of
the parties under Sections 2, 4, 6(b), 6(c), 7(c), 8, 9, 10, 12, 14, 15, 17, 18, 19 and this Section 20 shall
survive any termination or expiration of this License Agreement.
(l) Compliance With Laws. Customer shall use the Application in compliance with all applicable
laws, statutes, rules and regulations. Upon written notice to Customer, EFI may modify or suspend
Customer’s Access to the Application as necessary to comply with any law or regulation.
21. Provisions Applicable to an Application that includes software products owned or distributed by Oracle.
(a) The term “Application” as used in this License Agreement includes certain software products
provided by EFI that are owned or distributed by Oracle USA, Inc. (“Oracle”) and related program documentation (the “Oracle Programs”), EFI does not own the Oracle Programs and the
use thereof is subject to certain rights and limitations. The Oracle Programs included herein are
subject to a restricted use license and can only be used in conjunction with the Application.
Oracle or its licensors retain all ownership of intellectual property rights to the Oracle Programs.
Customer is hereby notified that Oracle is a supplier of EFI and a third-party beneficiary to this
License Agreement to the extent that this License Agreement contains provisions which relate
to Customer’s use of the Oracle Programs. Such provisions are made expressly for the benefit of
Oracle and are enforceable by Oracle in addition to EFI.
32
(b) Customer acknowledges and agrees that it is prohibited from (i) publishing any results of benchmark tests run on the Oracle Programs, (ii) using the Oracle Programs for rental, timesharing, subscription service, hosting, or outsourcing, and (iii) removing or modifying any program markings
or notice of Oracle’s or Oracle’s licensors’ proprietary rights.
(c) To the extent not prohibited by law, in no event will Oracle be liable for (i) any damages, whether
direct, indirect, incidental, special, punitive or consequential, and (ii) any loss of profits, revenue,
data or data use, arising from the use of the Oracle Programs.
(d) Customer hereby permits EFI to (i) report any audit results obtained pursuant to Section 16 above
to Oracle to the extent such results are related to the Oracle Programs, or (ii) assign such rights to
audit Customer’s use of the Oracle Programs to Oracle.
(e) Customer is hereby notified that some Oracle Programs may include source code that Oracle may
provide as part of its standard shipment of such programs, which source code shall be governed
by the terms of this License Agreement.
(f) The Computer Information Transactions Act shall not apply to this License Agreement.
(g) Customer acknowledges and agrees that in the event a third party technology may be appropriate or necessary for use with some Oracle Programs, it shall be specified in the Application
package documentation or as otherwise noted, and such third party technology is licensed to the
Customer only for use with the Application under the terms of the third party license agreement
specified in the Application package documentation or as otherwise noted, and not under the
terms of this License Agreement.
Fremont, CA 94555
USA
Portions Copyright © 1995-2000 by the Hypersonic SQL Group. All rights reserved
33
IF YOU ARE BEING GRANTED A PERPETUAL LICENSE TO THE LICENSED SOFTWARE AND EFI IS
PROVIDING HOSTING SERVICES THE FOLLOWING TERMS AND CONDITIONS SHALL APPLY TO EFI’S
PROVISION OF HOSTING SERVICES:
1. Provision of Hosting Services.
Subject to the terms and conditions of and except as otherwise set forth in this Hosting Agreement,
EFI will provide hosting services for and give Customer Access (as such term is defined below) to
the software system and related modules and user licenses set forth on the signed Purchase Order,
Investment Summary or other written agreement, as applicable (the “Hosted Application”). EFI is
granting Customer a perpetual license to such software system and related modules and user licenses pursuant to the License Agreement. Access to the Hosted Application will be available only to
Customer and its employees or authorized independent contractors and only in connection with the
internal conduct by Customer of its business. For purposes of this Hosting Agreement, “Access” shall
mean the connection to and use of the Hosted Application by Customer via an Internet web browser
under the terms of this Hosting Agreement.
2. Customer’s Access to the Hosted Application. (a) Access. As soon as possible after agreement with this Hosting Agreement, EFI shall provide a
password or passwords to Customer allowing Customer Access to the Hosted Application. EFI
shall also provide Customer with user’s guides and other information provided by EFI to Customer
(the “Documentation”) to assist Customer in using the Hosted Application. All data generated
by and through Customer’s Access shall reside on EFI’s servers and EFI shall have the right to use
such information for the purposes of this Hosting Agreement and in aggregate, non-personally
identifiable form for any reason. No copies of the Hosted Application or any EFI content made
available therein and/or Documentation may be made without EFI’s prior written consent.
(b) Data Entry. EFI shall provide Customer with the means to enter (or have entered) any necessary
Customer data into the Hosted Application. Responsibility for ensuring that the data is timely entered into the Hosted Application and is accurate and reflects Customer requirements lies solely
with Customer. Customer shall indemnify and hold harmless EFI from and against any liability,
damages or costs arising from any data or content included in or used in conjunction with the
Hosted Application by Customer.
(c) Password Security. Customer shall: (i) ensure that only authorized individuals shall have access to
any passwords provided by EFI for use by Customer in connection with the Hosted Application;
(ii) not disclose such passwords to any unauthorized individual; and (iii) be solely responsible for
assigning roles and authority levels with respect to Customer’s Access to the Hosted Application,
and shall be solely responsible for the conduct of individuals to which it provides Access to the
Hosted Application. Customer acknowledges and agrees that it is solely responsible for strictly
maintaining the confidentiality and integrity of such passwords and authority levels and Customer
shall indemnify and hold harmless EFI from and against any liability, damages or costs arising from
Customer’s failure to comply with this Section 2(c) Customer shall notify EFI immediately in writing if the security or integrity of a password or authority level has been compromised.
(d) Dangerous Application. The Hosted Application is not intended for use in any nuclear, aviation,
mass transit, medical or life support application or in any other inherently dangerous application.
Customer is responsible for taking all appropriate measures to ensure the safe use of the Hosted
Application if used for such purposes and EFI shall not be liable for any claims or damages arising
from such use.
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3. Customer Support and Scheduled Downtime.
(a) Customer Support. EFI will provide standard technical and operational support for the Hosted
Application during EFI’s normal business hours.
(b) Scheduled Downtime. EFI will use commercially reasonable efforts to perform any scheduled
downtime outside of normal business hours. EFI shall notify Customer of all scheduled downtimes at least forty-eight (48) hours in advance.
(c) Outages. Customer acknowledges and agrees that communications via the Internet are subject
to unexpected outages due to equipment failure that can occur at various locations, most of
which are not under EFI’s control. Customer agrees to hold EFI blameless for outages that are
not EFI’s fault or could not have been reasonably foreseen by EFI. EFI agrees to exert the highest
standard of diligent efforts in restoring outages, regardless of fault, whenever they occur.
(d) Credit for Unscheduled Downtime. If Customer’s Access to the Hosted Application is unavailable
due to the fault of EFI for more than two (2) consecutive unscheduled hours within any 24 hour
period, upon Customer’s written request, Customer will receive a credit for one day of Hosting
Fees (as defined in Section 4 below) (based on a pro-rata amount of the annual Hosting Fee).
THE FOREGOING CONSTITUTES CUSTOMER’S SOLE AND EXCLUSIVE REMEDY, AND EFI’S ENTIRE
LIABILITY FOR HOSTED APPLICATION DOWNTIME.
(a) Hosting Fees. Upon execution of this Hosting Agreement, Customer agrees to pay the hosting fees and all other future payments as set forth on the signed Purchase Order, Investment
Summary or other written agreement, as applicable (the “Hosting Fees”). Upon any Renewal
Term (as defined in Section 13), the Hosting Fees may be increased to EFI’s prevailing annual
hosting fee in effect at that time.
(b) Billing. EFI will bill Customer annually in advance, the invoice prepared by EFI will detail the computation of the fees owed. All Hosting Fees are due and payable thirty (30) days after receipt of
an invoice from EFI.
(c) Other. EFI reserves the right to charge Customer interest of one and one-half percent per month
or the highest legal rate, whichever is lower, on any payments which remain outstanding beyond
thirty (30) days after the date such payment becomes due. In addition, in the event that Customer
fails to make any payment when due, EFI shall have the right after any applicable cure period, in
addition to its other rights and remedies, to terminate this Hosting Agreement and cease further
performance hereunder.
(a) EFI Limited Warranties. EFI warrants (i) that it shall use commercially reasonable professional practices and good workmanship in hosting the Hosted Application and (ii) that its Customer Support
will be performed consistent with generally accepted industry standards; provided, however, that
the foregoing warranty shall not apply to defects attributable to (A) defects caused by any equipment or software not provided to Customer by EFI, (B) any modification of the Hosted Application
by Customer, its employees or any third party acting on behalf of Customer to the extent that
such modification is undertaken without EFI’s express, prior written approval, or (C) any accident,
neglect, misuse or abuse by Customer, its employees or any third party acting through or on
behalf of Customer.
(b) Exclusive Remedies. For any breach of the warranties set forth above, EFI’s entire liability and
Customer’s exclusive remedy will be the correction of the problems or errors that cause the
35
breach of warranty, or if EFI is unable to correct such problems or errors, then Customer shall be
entitled to a refund of the applicable Hosting Fees paid to EFI for the period following notification
of the nonconformance.
(c) Customer Obligations. Customer agrees to promptly notify EFI in the event that the Hosted
Application fails to perform materially in accordance with the Documentation and to cooperate
fully and promptly with EFI’s attempts to identify the cause of the failure.
(d) WARRANTY DISCLAIMER. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE
WARRANTY AND REMEDIES EXPRESSLY SET FORTH IN THIS HOSTING AGREEMENT ARE EXCLUSIVE
AND ARE IN LIEU OF ALL OTHER WARRANTIES AND REMEDIES, ORAL OR WRITTEN, EXPRESS OR
IMPLIED, AND EFI, AND WHERE APPLICABLE, ITS SUPPLIERS, SPECIFICALLY DISCLAIM ANY SUCH
WARRANTIES AND REMEDIES, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR ANY IMPLIED WARRANTIES
ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE OR ANY
WARRANTIES RELATING TO SECURITY. THERE IS NO WARRANTY OR REPRESENTATION THAT THE
OPERATION OF THE HOSTED APPLICATION WILL BE UNINTERRUPTED, FAULT-TOLERANT, SECURE
OR ERROR-FREE, OR THAT THE SOFTWARE BEING HOSTED IS FREE FROM INFRINGEMENT OR
VIOLATION OF ANY PATENT, COPYRIGHT, TRADE SECRET OR ANY OTHER INTELLECTUAL PROPERTY
RIGHT OF ANY THIRD PARTY.
6. Promotion.
(a) Use of Customer Trademark and Logos. Subject to all the terms and conditions of this Hosting
Agreement and any reasonable trademark usage guidelines of Customer, Customer hereby
grants EFI a non-exclusive, worldwide, royalty-free license to use the Customer Marks (as defined
below) solely in connection with this Hosting Agreement, and for the purpose of promoting the
Hosted Application in marketing materials, print or on-line advertising, and for the purpose of
identifying Customer as a hosting partner. Customer shall make all reasonable commercial efforts
to secure for EFI the rights or sub-licenses required for EFI’s use of the trademarks or service marks
of Customer’s Affiliates (as defined below) for use in accordance with this Section. “Customer
Marks” shall mean solely the Customer name and logo or as otherwise may be provided to EFI in
writing. EFI hereby acknowledges and agrees that (i) the Customer Marks are owned solely and
exclusively by Customer or its Affiliates, (ii) except as set forth herein, EFI has no rights, title or interest in or to the Customer Marks and (iii) all use and goodwill of the Customer Marks by EFI shall
inure to the benefit of Customer and its Affiliates. EFI agrees not to apply for registration of the
Customer Marks (or any mark confusingly similar thereto) anywhere in the world. EFI agrees that it
shall not engage, participate or otherwise become involved in any activity or course of action that
diminishes and/or tarnishes the image and/or reputation of Customer or of any Customer Mark.
For purposes of this Hosting Agreement, “Affiliate” shall mean any entity directly or indirectly
controlling, controlled by, or under common control with a party
(b) Use of EFI Trademark and Logos. Subject to all the terms and conditions of this Hosting
Agreement and any reasonable trademark usage guidelines of EFI, EFI hereby grants Customer a
non-exclusive, worldwide, royalty-free license to use the EFI Marks solely to promote Customer’s
use of the Hosted Application as mutually agreed by the parties. EFI shall make all reasonable
commercial efforts to secure for Customer the rights or sub-licenses required for Customer’s use
of the trademarks or service marks of EFI’s Affiliates for use in accordance with this Section. “EFI
Marks” shall mean solely the EFI name and logo or as otherwise may be provided to Customer
in writing. Customer hereby acknowledges and agrees that (i) the EFI Marks are owned solely
and exclusively by EFI or its Affiliates, (ii) except as set forth herein, Customer has no rights, title
or interest in or to the EFI Marks and (iii) all use and goodwill of the EFI Marks by Customer shall
36
inure to the benefit of EFI and its Affiliates. Customer agrees not to apply for registration of the
EFI Marks (or any mark confusingly similar thereto) anywhere in the world. Customer agrees that it
shall not engage, participate or otherwise become involved in any activity or course of action that
diminishes and/or tarnishes the image and/or reputation of EFI or of any EFI Mark.
EFI will not be liable, except for EFI’s willful misconduct, for damages arising from any breach, unauthorized access, or misuse of, or intrusion into, the Customer’s data residing on EFI’s server(s) or any
network used by Customer. TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT WILL EFI OR
ITS SUPPLIERS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES
ARISING OUT OF CUSTOMER’S USE OF OR INABILITY TO USE THE HOSTED APPLICATION OR ANY
PORTION THEREOF, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN PARTICULAR, EFI
IS NOT RESPONSIBLE FOR ANY COSTS, INCLUDING, BUT NOT LIMITED TO, THOSE INCURRED AS A
RESULT OF LOST PROFITS OR REVENUE, LOSS OF USE OF THE HOSTED APPLICATION, LOSS OF DATA,
THE COST OF RECOVERING ANY DATA, THE COST OF SUBSTITUTE SOFTWARE, OR CLAIMS BY THIRD
PARTIES. IN NO CASE SHALL EFI’S LIABILITY UNDER THIS HOSTING AGREEMENT EXCEED THE AMOUNT
OF HOSTING FEES ACTUALLY PAID BY CUSTOMER TO EFI FOR THE YEAR PRIOR TO THE EVENT GIVING
RISE TO SUCH LIABILITY.
8. Proprietary Rights & Confidential Information.
(a) No Implied Conveyance of Proprietary Rights. Customer acknowledges that the Hosted
Application represent and will continue to represent the valuable, confidential and proprietary
property of EFI and, where applicable, its suppliers. Specifically, Customer acknowledges that aspects of the Hosted Application and associated documentation, including the specific design and
structure of individual programs, may be protected by EFI’s patent, copyright, trademark, service
mark, trade secret, trade name or other intellectual property rights (collectively, “EFI Intellectual
Property Rights”). Customer shall not disclose, provide or otherwise make available such EFI
Intellectual Property Rights in any form to any third party without the prior written consent of
EFI, which consent may be withheld in EFI’s sole discretion. EFI is not by this Hosting Agreement
conveying to Customer any of its Intellectual Property Rights in the Hosted Application, except
that Customer will have the limited rights expressly set forth in this Hosting Agreement.
(b) Protection of EFI’s Proprietary Rights and Confidential Information. During the term of this
Hosting Agreement, EFI may disclose Confidential Information to Customer pursuant to this
Hosting Agreement. “EFI Confidential Information” means any information provided to Customer
by EFI pursuant to this Hosting Agreement that Customer has been informed or has a reasonable
basis to believe is confidential to EFI, including, for example, ideas, programs, data, software, systems configurations, reports, projections, initiatives, Customer data or other business or technical
information. Such EFI Confidential Information generally shall be designated in writing to be
confidential or proprietary, or if disclosed orally, shall be summarized and confirmed in writing
within thirty (30) days as being confidential or proprietary, except however, all technical information related to the Hosted Application shall be deemed to be EFI Confidential Information without
any need for marking as confidential or proprietary.
Customer will use its best efforts to protect EFI Intellectual Property Rights and EFI Confidential
Information and will not transfer or otherwise disclose or dispose of EFI Intellectual Property
Rights or EFI Confidential Information, or any portion thereof, and will take such precautions
with respect to EFI Intellectual Property Rights and EFI Confidential Information as are taken
by Customer to protect its own confidential information and proprietary rights of the greatest
sensitivity. Customer agrees to advise its employees and authorized independent contractors
of the confidential and proprietary nature of the Hosted Application and of the restrictions
37
imposed by this Hosting Agreement, and agrees to confine access to the Hosted Application
to Customer’s employees and authorized independent contractors in the ordinary course and
scope of their employment or relationship with Customer. Except as expressly permitted in this
Hosting Agreement, Customer will not directly or indirectly make any disclosure of all or any part
of the Hosted Application (including the database data dictionary) to any third party. Customer
agrees that it will not make error corrections to or otherwise modify the Hosted Application or
create derivative works based on the Hosted Application, or permit third parties to do the same,
or decompile, decrypt, reverse engineer (including reverse engineering access to the database),
disassemble or otherwise reduce the Hosted Application to human readable form to gain access
to the Intellectual Property Rights in the Hosted Application or Confidential Information.
(c) Protection of Customer Confidential Information. During the term of this Hosting Agreement,
EFI will have access to Customer data and other information that is confidential and proprietary
to Customer (together, “Customer Confidential Information”). Customer Confidential Information
may take the form of techniques, know-how, processes, strategies, formulae, documentation,
drawings, specifications, software, technical or engineering data, business information, and other
forms; and includes, but is not limited to, any reports, analyses, studies, financial information
or other materials, whether prepared by the receiving party or otherwise, that contain or are
based upon Customer Confidential Information covered by this Hosting Agreement. Customer
Confidential Information may also include software, documentation, processes, financial and
other information of third parties that Customer is required to maintain as confidential information. Customer Confidential Information does not include any information that: (A) is generally
available to the public at the time of the use or disclosure thereof, or, after the time of disclosure
becomes part of the public knowledge or literature, not as a result of any wrongful inaction or
action of the receiving party; (B) is known or in possession by EFI prior to the receipt thereof
from Customer; (C) is lawfully obtained by EFI from a source (other than Customer or its affiliates,
directors, officers, employees, agents or other representatives) which is not prohibited from disclosing such data by a legal, contractual or fiduciary obligation to Customer; (D) is independently
developed by EFI without the use of Customer Confidential Information; or (E) is required to be
disclosed by applicable legal process.
EFI will not use the Customer Confidential Information disclosed to it for its own use or for any
purpose except to fulfill EFI’s obligations under this Hosting Agreement. EFI will not accumulate,
store, publish, disseminate, distribute, disclose, sell, assign, copy, commercially exploit, or otherwise communicate or make use of any Customer Confidential Information to or for the use or benefit of EFI or any other person, firm, corporation or entity, except to EFI’s employees, authorized
agents or approved subcontractors who agree to be bound by the provision of this Section, and
then only on a need to know basis for the purpose of fulfilling EFI’s obligations under this Hosting
Agreement. Without limiting the foregoing, EFI will treat Customer Confidential Information with
at least the same degree of care that it treats its own confidential information, but in no event less
than a reasonable degree of care, and will exercise reasonable precautions to prevent disclosure
of Customer Confidential Information to unauthorized parties. EFI will promptly notify Customer
of any loss or unauthorized disclosure or use of Customer Confidential Information.
If EFI or anyone to whom EFI transmits Customer Confidential Information pursuant to this Hosting
Agreement becomes legally compelled to disclose any of the Customer Confidential Information,
EFI will promptly notify Customer so as to enable Customer to seek a protective order or seek
other appropriate remedy or to waive compliance with the provisions of this Hosting Agreement.
If Customer is unable to obtain such a protective order or other remedy, or if Customer waives
compliance with the non-disclosure provisions of this Section, then EFI may comply with such
order, provided that EFI will furnish only that portion of the Customer Confidential Information as
38
it is advised in writing by legal counsel (which may be EFI’s General Counsel) is legally required
and will exercise commercially reasonable efforts to obtain reliable assurance that confidential
treatment will be accorded the Customer Confidential Information.
Promptly following the termination of this Hosting Agreement or the earlier request by Customer,
EFI will return to Customer all Customer Confidential Information in EFI’s possession or under EFI’s
control, without retaining any copies, extracts or other reproductions thereof. In such event, any
oral Confidential Information will continue to be subject to the terms of this Hosting Agreement.
(d) Proprietary Notices. Customer agrees to maintain and reproduce all copyright and other proprietary notices on all copies, in any form, of the Hosted Application in the same form and manner
that such copyright and other proprietary notices are included in the Hosted Application. Except
as expressly authorized in this Hosting Agreement, Customer shall not make any copies or duplicates of the Hosted Application.
(e) Injunctive Relief. Each Party acknowledges that its violation of its confidentiality or non-disclosure obligations under this Hosting Agreement may cause irreparable damage to the other Party
that cannot be fully remedied by money damages. Accordingly, in the event of any such violation
or threatened violation, each Party will be entitled, in addition to pursuing any other remedy
available to it under this Hosting Agreement or at law, to (i) terminate this Hosting Agreement and
(ii) obtain injunctive or other equitable relief from any court of competent jurisdiction as may be
necessary or appropriate to prevent any further violations thereof.
(f) Scope of Confidentiality Provisions. The provisions of this Section apply to the hosting services
and Access to the Hosted Application as delivered to Customer by EFI or as modified or otherwise
enhanced by either party and to any proprietary material and information regarding the Hosted
Application that is given to Customer prior to, on or after the date of this Hosting Agreement.
Customer agrees to notify EFI immediately upon Customer’s becoming aware of or reasonably
suspecting the possession, use or knowledge of all or part of the Hosted Application by any person or entity not authorized by this Hosting Agreement to have such possession, use or knowledge. Customer will promptly furnish EFI with details of such possession, use or knowledge, will
assist in preventing a recurrence thereof and will cooperate with EFI in protecting EFI’s rights
in the Hosted Application. Customer’s compliance with the terms of this Section will not be
construed in any way as a waiver of EFI’s right to recover damages or obtain other relief against
Customer for Customer’s breach of its confidentiality or non-disclosure obligations under this
Hosting Agreement or the negligent or intentional harm to EFI’s Proprietary Rights.
(g) Work Product. Customer agrees that any and all ideas, concepts, or other intellectual property rights related in any way to the techniques, knowledge, and/or processes of the Hosted
Application, including any integrations to third party products, whether or not developed for
Customer, are the exclusive property and Intellectual Property Rights (as defined in Section 8) of
EFI as set forth in this Hosting Agreement.
9. Non-assignment of Access.
Customer may not assign or otherwise transfer, voluntarily, by operation of law or otherwise, any of
its rights under this Hosting Agreement, including, without limitation, the right to Access the Hosted
Application, without, in each instance, the prior written consent of EFI, which consent may be withheld, delayed or conditioned in the sole discretion of EFI. Any attempted assignment or transfer in
violation of the terms of this Section shall, at the option of EFI, be null and void.
39
Customer understands and hereby acknowledges that the Hosted Application and related technology and other information and materials made available under this Hosting Agreement are subject
to the export laws and regulations of the United States, including the U.S. Export Administration
Regulations. Customer agrees to comply with all applicable export laws and regulations, including
all U.S. export laws and regulations and future modifications thereof. Customer shall be solely responsible for obtaining any necessary export licenses and exemptions. The Hosted Application and
related technology and other information and materials are prohibited for export or re-export to a
number of countries and persons, including without limitation, Cuba, Iran, North Korea, Sudan, and
Syria, and to any person or entity on the U.S. Department of Treasury’s list of Specially Designated
Nationals, Specially Designated Narcotics Traffickers and Specially Designated Terrorists.
11. Term of Agreement.
The parties agree that this Hosting Agreement will have an initial term of one (1) year from the date
that Hosting Fees begin pursuant to Section 4(a) above, subject to earlier termination pursuant to
Section 12 (the “Initial Term”). In the event that Customer does not provide written notice to EFI of
its intent to terminate this Hosting Agreement upon expiration of the Initial Term, or any one-year
renewal thereof, at least ninety (90) days prior to the expiration of the Initial Term, or any renewal
thereof, this Hosting Agreement will be deemed to continue for an additional one-year period (the
“Renewal Term”) at EFI’s then current Annual Hosting Fee.
12. Termination.
Notwithstanding the terms of Section 11, this Hosting Agreement may be terminated by EFI or
Customer, as the case may be, immediately upon written notice to the other party as follows:
(a) By EFI, if Customer fails to make any payment required hereunder; or
(b) By either Party if the other Party fails to cure a material breach of any term or condition under this
Hosting Agreement within thirty (30) days after written notice from the non-breaching party; or
(c) By EFI, if Customer ceases to do business as a going concern, becomes the object of the institution of voluntary or involuntary proceedings in bankruptcy or liquidation which is not dismissed
within 60 days after the initial filing, or a receiver is appointed with respect to a substantial portion
of its assets.
Except as otherwise provided herein, upon termination of this Hosting Agreement, Customer
shall promptly (i) pay to EFI all unpaid Hosting Fees, accrued prior to termination, (ii) return to EFI
all tangible embodiments of the EFI Confidential Information and (iii) return to EFI, within thirty
(30) days after the expiration or termination of this Hosting Agreement, any materials, programs,
manuals and other items then in Customer’s possession or under Customer’s control related
to Hosted Application or any derivative works therefrom. Upon termination of this Hosting
Agreement, EFI shall make all commercially reasonable efforts to provide Customer with any
proprietary data belonging to Customer, in the current format in which it is stored at EFI at the
termination of the Hosting Agreement.
(a) Taxes. Except with respect to income recognized by EFI, Customer will be liable for payment of all
tariffs, duties and taxes, however designated or levied, based on Customer’s Access to the Hosted
Application, and this Hosting Agreement, including but not limited to any sales, use, value added,
excise, services, personal property, and other taxes.
(b) Notices. Any and all notices given under this Hosting Agreement will be in writing and will be
page.
40
(c) Binding Effect. This Hosting Agreement will inure to the benefit of and be binding upon Customer
and EFI and their respective successors and permitted assigns
(f) Governing Law. This Hosting Agreement shall not be governed by the 1980 UN Convention on
Contracts for the International Sales of Goods; rather, this Hosting Agreement shall be governed
With respect to all disputes related to this Hosting Agreement or the Hosted Application, each
party consents to the exclusive personal jurisdiction and venue of the state and federal courts of
California.
(g) Severability; Interpretation. In the event that any provision of this Hosting Agreement is held to
be illegal, invalid or unenforceable under present or future laws by any court of competent jurisdiction, then such provision will be fully severable and this Hosting Agreement will be construed
and enforced as if such illegal, invalid or unenforceable provision were not a part hereof. This
Hosting Agreement shall be interpreted fairly in accordance with its terms and without any strict
construction in favor or against either of the parties hereto. This Hosting Agreement is in English
only, which shall be controlling in all respects. All communications and notices shall be in English
and the English version of this Hosting Agreement shall be the version used when interpreting or
construing this Hosting Agreement.
(h) Entire Agreement and Modification. This Hosting Agreement applies to any add-on components
or modules to the Hosted Application, which Customer may obtain from EFI at any time, and constitutes the full and complete understanding and agreement of Customer and EFI with respect to
the subject matter hereof and supersedes all prior negotiations, understandings and agreements
between the parties related to the subject matter hereof, except to the extent that a rider to this
Hosting Agreement governing those add-on components, modules or Services is agreed upon
by the parties and provisions of that rider are in addition to or conflict with terms in this Hosting
Agreement. In such an event, any such rider shall take precedence. Except as expressly stated in
this Hosting Agreement, any waiver, modification or amendment of any provision of this Hosting
Agreement will be effective only if in a writing signed by Customer and EFI.
of this Agreement shall have any right, power or authority to act or create any obligation, express
or implied, on behalf of the other party.
(j) Survival. The definitions of this Hosting Agreement and the respective rights and obligations of
the parties under Sections 2, 4, 5(c), 6, 7, 8, 10, 12, and this Section 13 shall survive any termination
or expiration of this Hosting Agreement.
41
(l) Compliance With Laws. Customer shall use the Hosted Application in compliance with all applicable laws, statutes, rules and regulations. Upon written notice to Customer, EFI may modify
or suspend Customer’s Access to the Hosted Application as necessary to comply with any law or
regulation.
Fremont, CA 94555
USA
Portions Copyright © 1995-2000 by the Hypersonic SQL Group. All rights reserved
w w w.m e t r i x s o f t w a r e.c o m
INSTALLATION GUIDE
Introduction
44
Contents
Metrix 2013.0 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
Metrix Base – Key Features . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
Auto Plan Module . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
Capacity Plus Module . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
N-Up Binding Module . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
Barcodes Module . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
Automation Pro / Automation Lite Modules . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
Content Previews Module . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
Metrix X-8 and Metrix X-80 – Key Features . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
Platform . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
Metrix Multi-User Deployment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
Static IP Addresses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
Metrix License Server Architecture . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56
Metrix Web Licensing (WL) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57
32-Bit or 64-Bit Installation? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
On Windows . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
On Mac OS X . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
Metrix for Windows Minimum System Requirements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59
Metrix for MacOS X Minimum System Requirements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60
Introduction
Introduction 11-25-2013 • 2:07 PM
45
Metrix 2013.0
There are three editions of Metrix 2013.0
Metrix Base, which may include any of the following optional modules
– Auto Plan
– Capacity Plus
– N-Up Binding
– Barcodes
– Automation Pro
– Automation Lite
– Content Previews
Metrix X-8 (no modules available)
Metrix X-80 (no modules available)
Introduction
46
Metrix Base – Key Features
METRIX
Base
FEATURE
144"
(3657.6mm)
Maximum sheet dimension (W x H)
Maximum products handled by Auto Layout
16
Maximum products per project
100
Plans/imposes flat, folded, and bound jobs
•
Automatically determines the most cost-effective Production Method, Press, and Sheet Size
(Auto Production)
•
Automatically matches new layouts to saved profiles (Standards)
•
User Permissions, Logins, & Passwords
•
Handles chop cuts automatically (Auto Bleed)
•
Prints reports
•
Imports JDF
•
Imports Metrix XML and CSV data
•
Exports Imposed PDF
•
Exports Metrix XML
•
Exports JDF Imposition / JDF Stripping
•
Exports JDF/CIP3 Cutting data
•
Exports JDF/CIP3 Folding data
•
Exports JDF Binding data
•
Site Licenses available
•
Auto Plan module
optional
Capacity Plus module
optional
N-Up Binding module
optional
Barcodes module
optional
Automation Pro module
optional
Automation Lite module
optional
Content Previews module
optional
Introduction
47
Auto Plan Module
Automatically and dynamically determines how many layouts are required for the
products in the project.
Plans and simultaneously imposes across multiple press sheets and even multiple
presses.
Uses real costing data from the Metrix database.
Applies standards where appropriate.
Uses proprietary and sophisticated algorithms to consider dozens, hundreds, or even
thousands of options to find the most cost-effective project solution.
Introduction
48
Capacity Plus Module
Allows for projects of greater complexity – more products for Auto Layout and
Auto Production calculations, and more products per project.
Up to 2000 products allowed per project, regardless of the number of press sheets.
Up to 160 products allowed for Auto Production and Auto Layout calculations.
Introduction
49
N-Up Binding Module
The N-Up Binding module automates the setup of products that print, fold, and bind
2- or 3-up on a press sheet.
Customers who need this functionality normally own finishing equipment that can
accommodate 2- or 3-up binding, such as a book saw or specialized knife-trimmer.
This module provides instant visual feedback on how the project will fit on a press
sheet with the new manufacturing configuration.
The Metrix N-Up Binding module is incredibly easy to work with – even editing the
options is easy.
Metrix takes care of all the details like shinging/creep compensation automatically.
Introduction
50
Barcodes Module
Provides the barcode identification of products, book components, layouts, etc.
Barcoded Imposed PDF – used to create an overlay sheet for gang/combo runs for
quality assurance and to speed fulfillment and invoicing.
Barcode Marks – used for automated finishing systems, and to speed fulfillment and
invoicing.
Introduction
51
Automation Pro / Automation Lite Modules
Automation Pro and Automation Lite are advanced, hot-folder driven modules for
Metrix which accept MXML files and fully automates their processing in Metrix.
MXML files arrive in the Automation Hot Folder, A Metrix project is created,
settings are applied, tasks are performed and output files (JDF, PDF, etc) are all
automatically exported.
Commands can come from one of two places. They can be loaded from one of
several Commands files, or they can be embedded in the incoming MXML data.*
Just select “Automation mode” from the file menu, and Metrix automatically switches
to the Automation User Interface.
Many projects can now travel through Metrix with zero operator involvement!
* Automation Lite functions like Automation Pro, but with two differences. Automation
Lite does not allow you to embed scripting commands in incoming MXML files, and there
is no requirement to maintain an MSA.
Introduction
52
Content Previews Module
Metrix can instantly show live preview of assigned PDF content files.
Metrix uses an industry-standard Adobe RIP for the content previews.
Content Previews works on Mac or Windows.
Previews can be toggled on and off with easy keyboard commands.
Page previews are stored locally for instant retrieval.
Introduction
53
Metrix X-8 and Metrix X-80 – Key Features
Metrix
X-8
METRIX
X-80
30"
(762mm)
30"
(762mm)
Maximum products handled by Auto Layout
8
80
Maximum products per project
50
500
Plans/imposes flat, folded, and bound jobs
•
•
Automatically determines the most cost-effective Production Method, Press,
and Sheet Size (Auto Production)
•
•
Automatically matches new layouts to saved profiles (Standards)
•
•
User Permissions, Logins, & Passwords
•
•
Handles chop cuts automatically (Auto Bleed)
•
•
FEATURE
Maximum sheet dimension (W x H)
•
Includes Auto Plan
Prints reports
•
•
Imports JDF
•
•
Imports Metrix XML and CSV data
•
•
Exports Imposed PDF
•
•
Exports Metrix XML
•
•
Exports JDF Imposition / JDF Stripping
Exports JDF/CIP3 Cutting data
Exports JDF/CIP3 Folding data
Exports JDF Binding data
Site Licenses available
Modules available
Introduction
54
Platform
Features and functionality of Metrix on Windows and MacOS are identical. You can mix
and match in a multi-user environment. The Metrix License Key works on either platform.
Introduction
55
Metrix Multi-User Deployment
Multiple seats of Metrix on Windows and/or MacOS, share a single USB security key, which
is installed on the Metrix License Server computer. Available licenses are served from the
Metrix License Server to Metrix clients on the network.
This installation is called a Metrix License Server (X Concurrent User Site License).
The Metrix Data Server can be on the same computer as the Metrix License Server, or a
different one.
¨¨ Metrix clients share data through the Metrix Data Server, and are “fat” – that is, full
installations of the software, and processing occurs locally.
Static IP Addresses
For multi-user installations of Metrix, static IP addresses are required on the following
computers:
Data Server – All Metrix clients must have access to the Metrix Data Server, which
may reside on any one of the Metrix computers.
License Server – All Metrix clients must have access to the Metrix License Server,
which may reside on any one of the Metrix computers.
Introduction
56
Metrix License Server Architecture
The Metrix License Server allows you the flexibility of installing Metrix on any number of
computers because the License Server controls the number of concurrent users running
Metrix at any one time.
There are three main programs used running Metrix in this way:
The Metrix License Server – the program that controls the number of Metrix clients
that can run at any one time. Metrix License Server requires a USB security key and a
Metrix PassWord file (.MPW) to run, and must have a static IP address.
The Metrix Data Server – the program that all Metrix clients communicate with to access the database. The Data Server must have a static IP address so the Metrix clients
can access the shared database.
Metrix – the client Metrix application that users interact with. This is a full install of
Metrix on any number of computers within the one physical site that have network
access to the Metrix License Server and the Metrix Data Server. Metrix client installations must also have the Metrix PassWord file (.MPW) in order to run.
Client
Client
- Active
ClientClient
- Inactive
Client
Client
- Active
LicenseServer-Data
Server/Data Server
License
Server
ClientClient
- Inactive
Client
Client
- Active
Metrix License Server: three concurrent users, Metrix client installed on five computers
Introduction
57
Metrix Web Licensing (WL)
Regardless of whether Metrix is licensed as a Local or Multi-User (X Concurrent User Site
License), some customers may also be remotely accessing EFI’s Web License Server.
This Server grants or denies the customer’s local Metrix licenses to function, based on
whether or not on-going monthly payments are successfully processed.
For users who pay for Metrix via this method, the Local copy of Metrix or the customer’s
License Server must have periodic access to the internet to make a connection and
receiving on-going permission.
Introduction
58
32-Bit or 64-Bit Installation?
On Windows
There are separate 32-and 64-bit installers. On a 32-bit Operating System, the choice is
clear: run the 32-bit installer. However, on a 64-bit Operating System it’s less clear. The
issue is that there is no 64-bit version of the Metrix License Server available. Therefore our
recommendations are:
On a 64-bit user’s desktop where only the Metrix client will be installed, use the
64-bit installer.
On a 64-bit machine where the License Server and Data Server will run, use the 32bit installer to install all 3 components: Data Server, License Server and optionally the
Metrix client. The benefit of 64-bit is really only to be found in the operation of the
Metrix Client (which will rarely if ever run on this machine except perhaps for testing),
so running the License and Data Server components in 32-bit mode is entirely
appropriate.
On a 64-bit machine where Metrix is being installed as a Local (Standalone) license,
run the 32-bit installer. 64-bit Metrix cannot currently connect to a security key. So,
64-bit Metrix can only get a license from a 32-bit license server. The Win64 installer
DOES NOT include a license server, but the Win32 installer does..
On Mac OS X
The Metrix installer will automatically recognize whether the Operating System is 32-or
64-bit. If 32-bit, the installer will install only a 32-bit Metrix application (labeled ‘Metrix’).
On a 64-bit Operating System, the installer will install both a 32-and 64-bit Metrix
application, with the 32-bit application labeled ‘Metrix 32bit’ and the 64-bit
application labeled ‘Metrix’.
On a 64-bit Operating system and when running Metrix in a concurrent licensing
situation use the 64-bit Metrix application (labeled ‘Metrix’).
On a 64-bit Operating system and when running Metrix as a Local license use the
32-bit Metrix application (labeled ‘Metrix 32bit’).
Regardless of 32- or 64-bit Mac OS, the Data and License Server components run as
32-bit applications - there is no choice.
Introduction
59
Metrix for Windows Minimum System
Requirements
Processor: Intel compatible
Processor Speed: 1 GHz minimum
Operating System:
The Windows installer now comes in two versions—32-bit and 64 bit. Check your
system to see what kind it is*, and use the installer appropriate to your system.
– Windows Server 2012 - 64 bit
– Windows Server 2008 R2 - 64 bit
– Windows 8.x - 32 or 64 bit
– Windows 7 - 32 or 64 bit
– Vista® - 32 bit
– XP® Professional - 32 bit
Memory: 512mb RAM for Metrix
Monitor Resolution: 1024 X 768 or higher
USB Port: USB port for Metrix security key (only necessary on the computer that will
run the Metrix License Server.
Network (multi-user): Static IP address for the Data Server and License Server
¨¨ *To check, right-click on the computer icon on your desktop, select “Properties” from the
pull-down menu, and check under “System” and “System Type” to see if it is 32 or 64 bit.
¨¨ If the Content Previews module is used, the minimum RAM requirement for Metrix is 2GB
and ideal is 4GB or more. Note that the Content Previews module is processor intensive,
thus a modern and fast multi-core processor will be very beneficial. If PDF content is
being accessed across a LAN, Gigabit network speeds are recommended when accessing
large content files.
Introduction
60
Metrix for MacOS X Minimum System
Requirements
Processor: Intel Core 2 Duo
Processor Speed: 1 GHz minimum
Operating System:
– OS X 10.9.x (Mavericks)
– OS X 10.8.x (Mountain Lion)
– OS X 10.7.x (Lion)
– OS X 10.6.x (Snow Leopard)
– OS X 10.5.x (Leopard)
¨¨ During Metrix installation in OS X 10.7.x and newer, if you do not have Java installed,
you will be asked to install it. To continue, just click on the
button. Java will be
installed automatically, and you can then proceed with Metrix installation.
Memory: 512mb RAM for Metrix
Monitor Resolution: 1024 X 768
USB Port: USB port for Metrix security key
Network (multi-user): Static IP address for the Data Server and License Server
¨¨ If the Content Previews module is used, the minimum RAM requirement for Metrix is 2GB
and ideal is 4GB or more. Note that the Content Previews module is processor intensive,
thus a modern and fast multi-core processor will be very beneficial. If PDF content is
being accessed across a LAN, Gigabit network speeds are recommended when accessing
large content files.
Introduction
INSTALLATION GUIDE
Installing Metrix
for Windows
62
Contents
Pre-Installation Checklist: Metrix for Windows Local Standalone License . . . . . . . . . . . . . . . 63
Vista® and Windows 7 UAC and File Virtualization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64
Installing Metrix for Windows Local Standalone License . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65
Pre-Installation Checklist: Metrix for Windows Multi-User . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 76
Windows Communication Ports . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77
Before Installing on Windows Server 2003 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 78
Installing Metrix for Windows License Server . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 81
Important Information About Where Metrix Installs Its Files . . . . . . . . . . . . . . . . . . . . . . . . . . . 95
Implementation of Windows UAC compatibility involves the following changes: . . 95
Shutting Down the Data Server and License Server . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 97
Installing Metrix for Windows
Install Windows 11-25-2013 • 2:07 PM
63
Pre-Installation Checklist: Metrix for Windows
Local Standalone License
Ensure the following requirements are met BEFORE you begin installing Metrix:
Your Windows computer meets the minimum system requirements.
You have checked to see if your computer system is 32- or 64-bit.
¨¨ The 64-bit version of Metrix will not run in Standalone mode. If you are planning to run
Metrix in Standalone mode on a 64 bit OS, you will want to install 32 bit Metrix. The 32 bit
version of Metrix will install and run correctly on a 64 bit OS.
You are using the correct installer file—either default (32-bit), or 64-bit.
Have your Metrix PassWord file (.MPW) available. Metrix needs this file in order to run.
64
Vista® and Windows 7 UAC and File Virtualization
Windows Vista, Windows 7, and Windows 8 have User Account Control settings and File
Virtualization. Windows default settings for UAC and File Virtualization take away the administrative rights to certain folders, the Metrix Data folder being one of them. You may
find that these settings need to be changed in order to allow Metrix clients full control
over the Metrix Software folder and thus the ability to write to the Metrix Data folder.
Changing any of these settings, however, should never be undertaken without first
consulting with your IT staff. We recommend having your IT staff take a look at the UAC
and File Virtualization settings, test the viability of writing data into the Metrix folder, and
make any necessary changes before you begin using Metrix.
Visit this URL for more information:
http://technet.microsoft.com/en-us/magazine/2009.07.uac.aspx#id0560031
65
Installing Metrix for Windows Local Standalone
License
1
Quit all applications and restart your computer to clear any files from memory. You must
have Administrator privileges to install Metrix.
2
Locate and launch the Metrix installer, then follow the on-screen instructions.
¨¨ You must be using the correct installer file for your computer system. If you do not know
if your system is 32 or 64 bit , right-click on the computer icon on your desktop, select
“Properties” from the pull-down menu, and check under “System” and then “System
Type” to see if it is 32 or 64 bit.
3
The first screen you encounter is the language screen. If you will be working in a different
language, select your preferred language from the menu. If you will be working in
English, simply click on
.
66
4
The next screen is the Introduction. Simply click on
5
On the Select Your Location screen, choose your location, and then click on
to continue.
to continue.
67
6
On the License Agreement screen, read the License Agreement. If you agree, click on
the I Accept button, and then click on
to continue.
7
On the Configuration screen, click on the Local Standalone License button, and then
click on
to continue.
¨¨ If you are installing the 64-bit version of Metrix, the installer willl not have this
screen. That is because the 64-bit version only works for Metrix License Server.
¨¨ The Configuration must match the Metrix PassWord file (.MPW).
68
The Configuration type is inside the MPW and also in the filename.
8
On the Company Name screen, enter your company name in the appropriate field, and
then click on
to continue.
69
9
On the Measurement Unit screen, select either Inches or Millimeters, and then click
on
.
10
On the MIS System screen, select either None or the MIS system you will be using and
then click on
.
70
11
On the Automation Lite Module screen, select Yes if you licensed the Automation
Lite Module. Otherwise leave the selection on No. Click on
.
12
Important! If you selected Yes on the Automation Lite Module screen (step 11), then
you will proceed with step 13 (SMTP Host).
If you selected No on the previous screen, you will proceed with step 16 (Choose
Install Folder).
13
On the SMTP Host screen, type in the smtp host through which you send your email.
Then click on
.
71
14
On the Email Addresses screen you will enter email addresses for:
The Administrator user for this site. Emails will be sent to this address. One is sent as
a test when the Automation Lite Module starts. Multiple addresses can be entered
if separated with a comma.
The Planners who are contacted when a project could not be fully automatically
processed and needs someone’s attention. Multiple addresses can be entered if
separated with a comma.
The email address Metrix uses as its “From” when sending emails to the
Administrator and Planners.
Then click on
.
72
15
On the ISP Email Account screen you will enter a Username and Password if those are
required by your ISP. Then click on
.
16
On the Choose Install Folder screen, either accept the default location, or click on the
Choose button to select a different folder where you want Metrix installed. Then click
on
.
¨¨ Starting with Metrix 2012.0, Metrix installs into a “Metrix Software”folder in the
Programs folder. Earlier versions installed Metrix into a “LithoTechnics” folder.
73
17
On the Choose Shortcut Folder screen, select where you would like Metrix to place its
product icon, and then click on
.
18
On the Icons To Install screen, select the Metrix shortcut(s) you need on this computer.
Click on
¨¨ The 64-bit installer will not have the option for Metrix License Server here.
¨¨ On Metrix client computers, it is best to omit the License Server and Data Server
shortcuts, as they are not needed.
74
19
Review the Install Summary on the Pre-Installation Summary screen, then click on
.
20
When the Install Complete screen appears, read the notice field and then click on
to close the installer.
21
Insert the Metrix security key into a USB port.
22
Copy the Metrix PassWord file (.MPW) into the Metrix installation folder. This Metrix folder
is at C:/ProgramData/Metrix Software/Metrix.
23
Launch Metrix. Select one of the following default logins:
LOGIN
PASSWORD
Administrator
a
Guest
guest
Senior
senior
Junior
junior
¨¨ See the Metrix Setup Guide for information on how to set up Users and User Roles.
75
24
All Metrix documentation is available on the Metrix Software website. If you are new to
Metrix, review the Metrix Learning Guide. To customize the Metrix database for your
equipment and resources, review the Metrix Setup Guide.
25
Decide on your BACKUP strategy. Review the Metrix Administration Guide for
recommendations.
26
The first time you quit Metrix, you may see this alert dialog. If you do, just select the
option “This program installed correctly,” and continue.
¨¨ One of the new Metrix components called Netrdrivelist.exe may be detected as a virus.
You may need to set an exception in your virus scanning software to avoid this issue.
76
Pre-Installation Checklist: Metrix for Windows
Multi-User
Your Windows computer meets the minimum system requirements.
You have checked to see if your computer system is 32- or 64-bit.
You are using the correct installer file—either default (32-bit), or 64-bit.
¨¨ The 64-bit version of Metrix will not run in Standalone mode.
The Ports required for Metrix to communicate are open. See “Windows
Communication Ports” on page 77.
You have assigned a static IP address to the Data Server / License Server.
77
Windows Communication Ports
For any multi-user installation of Metrix, the following Ports must be open:
Data Server:
9939
License Server:
9940
78
Before Installing on Windows Server 2003
A feature of Windows 2003 Server Service Pack 1 (SP1) is “Data Execution Prevention”. This
security feature blocks the InstallAnywhere self-extractor for Metrix. To work around this
problem, follow these steps:
1
Click Start, right click My Computer, and select Properties.
79
2
On the Advanced tab, click
under the Performance section.
80
3
Select the Data Execution Prevention tab in the Performance Options dialog.
4
Select the radio button for Turn on DEP ... except those I select.
5
Click
and navigate to and select the Metrix installer. The entry shows up as
“InstallAnywhere Self-Extractor” in the dialog
6
Click
page.
7
Now run the Metrix installer.
on Performance Options and then
¨¨ The Microsoft URL describing this feature is:
on the System Properties
http://msdn2.microsoft.com/en-us/library/aa366553(VS.85).aspx
81
Installing Metrix for Windows License Server
Use this procedure for installing the Metrix License Server and the Metrix Data Server, and
also the Metrix client(s). The License Server and the Data Server may be installed on the
same computer or on different ones – the chosen configuration will differ from site to
site.
¨¨ Before you begin, designate the central computer you are going to use as the Metrix
License Server and the Metrix Data Server, and write down its static IP address as you will
need it during installation.
1
Quit all applications and restart your computer to clear any files from memory. You must
have Administrator privileges to install Metrix.
2
Locate and launch the Metrix installer, then follow the on-screen instructions.
¨¨ You must be using the correct installer file for your computer system. If you do not know
if your system is 32 or 64 bit , right-click on the computer icon on your desktop, select
“Properties” from the pull-down menu, and check under “System” and then “System
Type” to see if it is 32 or 64 bit.
¨¨ If any alert dialog is presented asking you to allow the installation, just click Yes or OK to
continue the installation process. Various programs, such as virus protection software or
even Windows itself, may present these dialogs. Simply click on the appropriate button to
continue the installation.
If you are asked for a user name and password, type in an administrator’s user name and
password to continue the installation process.
82
3
The first screen you encounter is the language screen. If you will be working in a different
language, select your preferred language from the menu. If you will be working in
English, simply click on
.
4
to continue.
83
5
to continue.
6
to continue.
84
7
On the Configuration screen, click on the Metrix License Server button, and then click
on
to continue.
¨¨ If you are installing the 64-bit version of Metrix, the installer willl not have this
screen. That is because the 64-bit version only works for Metrix License Server.
85
8
On the Data Server Properties screen, enter the static IP address in the appropriate
.
field. Click on
9
On the License Server Properties screen, enter the static IP address in the appropriate
field. Click on
.
86
10
then click on
to continue.
11
on
.
87
12
On the MIS System screen, select either None or the MIS system you will be using and
then click on
.
13
.
88
14
Install Folder).
15
.
Then click on
89
16
Then click on
.
90
17
.
18
Choose button to select a different folder where you want Metrix installed. Metrix 2013.0
will install Metrix into the directory called “Metrix Software” instead of “Lithotechnics” as
indicated in this screenshot. Then click on
.
91
19
.
20
Click on
¨¨ The 64-bit installer will not have the option for Metrix License Server here.
92
21
Review the Pre-Installation Summary, then click
22
When the Install Complete screen appears, read the notice field and click on
23
On the License Server computer, insert the Metrix security key into a USB port.
24
Copy the Metrix PassWord file (.MPW) into each Metrix installation folder (the License
Server, Data Server – whether on one computer or two – and each Metrix client). This
Metrix folder is at C:/ProgramData/Metrix Software/Metrix.
25
Launch the License Server. The License Server runs in a console window (also known as
a DOS window) which is automatically minimized when started.
.
¨¨ A shortcut to Start_License_Server.bat can be placed in the Windows Startup folder to
enable automatic startup.
¨¨ If you intend to use Remote Desktop Connection, always launch the License Server
application physically on the License Server computer before you connect remotely.
93
26
On the Data Server computer, launch the Data Server. The Data Server runs in a console
window (commonly known as a DOS window) which is automatically minimized when
started.
¨¨ A shortcut to Start_Data_Server.bat can be placed in the Windows Startup folder to
enable automatic startup.
27
Launch the Metrix client on the License Server / Data Server to prove that both the
License Server and Data Server are running and that clients can connect. Select one of
the following default logins:
LOGIN
PASSWORD
Administrator
a
Guest
guest
Senior
senior
Junior
junior
94
28
29
recommendations.
30
The first time you quit Metrix, you may see this alert dialog. If you do, just select the
option “This program installed correctly,” and continue.
¨¨ One of the new Metrix components called Netrdrivelist.exe may be detected as a virus.
You may need to set an exception in your virus scanning software to avoid this issue.
95
Important Information About Where Metrix
Installs Its Files
Metrix 2013.0 Windows has been engineered to run properly for a non-administrator user
without requiring the “Run as Administrator” privileges. These modifications introduce no
changes to the operation of the MacOSX version of Metrix 2013.0.
Implementation of Windows UAC compatibility involves the
following changes:
1) Prior to Metrix 2013, Metrix would look in the Program Files folder for all items.
For example, here is the former path to the “Marks” folder:
C:\Program Files\Metrix Software\Metrix\Marks
Windows Metrix 2013.0 and later now look for files in the ProgramData folder.
For example, this would be the new path to the “Marks” folder:
C:\ProgramData\Metrix Software\Metrix\Marks
(If your ProgramData folder does not appear in your C: drive menu, see note at the end
of this section on how to make the ProgramData folder appear.*)
This applies to the initial configuration of the following folders (although some are user
configurable and may be changed to be searched for in user specified locations):
Automation
Commands
Content
Data
Font
HotFolderIn
HotFolderWorking
Imports
Logs
Marks
PreferencesBackup
Thumbnails
96
This also applies to the following files:
Metrix.properties
<security key information lock file>.mdl
<security key password file>.mpw
2) Upon installation of (or updating to) Metrix 2013.0 the installer searches in the
Application folder for any of the items listed above. Any items found are copied into an
“AppDataBackup” folder. Any items found are then moved to the ProgramData folder
if the item does not already exist there. This allows for proper handling of updater
installations working with existing customer files in the new manner, and leaves the
Application folder clean to avoid confusion with duplicated files.
3) Metrix 2013.0 for Windows installs two versions of the executable:
Metrix – this is intended to be the main version of Metrix to be used. This does
not require administrator privileges to run, and should perform correctly in all
circumstances.
Metrix (run as Administrator) – this is intended to be available in case of unforeseen
emergencies.
*Follow this path to tell Windows to display the hidden ProgramData folder:
Start Menu > Control Panel > Personalization > Control Panel Home > Appearance and
Personalization > Folder Options > View tab > Files and Folders > Hidden files and folders
Select the option “Show hidden files, folders, and drives.”
Click on Apply, then on OK.
Close all the open windows.
97
Shutting Down the Data Server and License
Server
Shutting Down the Data Server
1
Ensure that ALL Metrix clients are shut down.
2
On the Data Server computer, execute Stop Data Server, a shortcut for the
Stop_Data_Server.bat file inside the Metrix installation folder. This is the method for
shutting down the Data Server at all times.
¨¨ If the Data Server is ever shut down abruptly (for example, with a CTRL+C), some data
loss may occur.
Shutting Down the License Server
1
2
Shut down the Metrix License Server by pressing CTRL+C in the DOS window.
INSTALLATION GUIDE
Installing Metrix
for Mac OS
100
Contents
Pre-Installation Checklist: Metrix for Mac OS Local Standalone License . . . . . . . . . . . . . . . . 101
Before You Install on Mac OS X . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 102
Installing Metrix in OS X 10.8.x or Newer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 103
Installing Metrix for Mac OS Local Standalone License . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 104
Pre-Installation Checklist: Metrix for Mac OS Multi-User . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 116
Before You Install on Mac OS X . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 117
Mac OS Communication Ports . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 118
Installing Metrix in OS X 10.8.x or Newer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 119
Installing Metrix for Mac OS License Server . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 120
Shutting Down the Data Server and License Server . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 132
Installing Metrix for Mac
Install Mac 11-25-2013 • 2:07 PM
101
Pre-Installation Checklist: Metrix for Mac OS
Your Mac OS computer meets the minimum system requirements.
Install Mac 11-25-2013 • 2:07 PM
102
Before You Install on Mac OS X
During installation Metrix may show this warning dialog that Java is not installed. If it
does, just click on the
button. Java will be installed automatically, and you can
then proceed with Metrix installation.
During installation on some older Macs, Metrix may warn you if the minimum required
version of Java is not found on the Mac OS. To get the latest version of Apple’s Java
runtime, run Software Update from the Apple menu and then download and install all
Java related updates. We have found that this may take several iterations. For instance,
running Software Update the first time may update Java to a certain release, but running
it again may update it further.
Install Mac 11-25-2013 • 2:07 PM
103
Installing Metrix in OS X 10.8.x or Newer
If you have Mac OS X 10.8.x (Mountain Lion) or newer, and you double-clicked on the
Metrix Installer icon to begin the installation process, you may have received this alert
dialog:
If this alert appeared, it is because the security settings on Mountain Lion are set to
prohibit the installation of programs unless they are identified by Apple Inc. You can
work around this restriction, though, by right-clicking (or control-clicking) on the Metrix
Installer icon. When you do, you will see this pull-down menu:
Select Open from the menu, and you will be able to install Metrix without complaint
from the operating system, and without needing to turn off the security feature.
Install Mac 11-25-2013 • 2:07 PM
104
Installing Metrix for Mac OS Local Standalone
License
Follow these instructions if your password file name includes the words “Local
Standalone License.”
Use this procedure for installing Metrix Standalone on a single Mac OS computer. Quit all
applications and restart your computer to clear any files from memory.
¨¨ Important! You must have Administrator privileges to install Metrix properly. Metrix will
not warn you if you do not have Administrator privileges, and will cause an incomplete
installation. So be sure you have Administrator privileges before you install Metrix.
1
Locate and launch the Metrix installer, for Intel Mac, then follow the on-screen
instructions. If the Mac installer warns you that you must have Administrator privileges,
just click on the lock icon, enter your password and click on
to begin the
installation process.
Install Mac 11-25-2013 • 2:07 PM
105
2
The first install screen you encounter is the language screen. If you will be working in a
different language, select your preferred language from the menu. If you will be working
in English, simply click on
.
3
Install Mac 11-25-2013 • 2:07 PM
to continue.
106
4
to continue.
5
to continue.
Install Mac 11-25-2013 • 2:07 PM
6
107
On the Configuration screen, click on the Local Standalone License button, and then
click on
to continue.
Install Mac 11-25-2013 • 2:07 PM
108
7
then click on
to continue.
8
on
.
Install Mac 11-25-2013 • 2:07 PM
9
10
109
On the MIS System screen, select either None or the MIS system you will be using. Then
click on
.
.
Install Mac 11-25-2013 • 2:07 PM
110
11
Install Folder).
12
.
Then click on
Install Mac 11-25-2013 • 2:07 PM
111
13
Then click on
.
Install Mac 11-25-2013 • 2:07 PM
112
14
.
15
on
.
¨¨ Earlier versions of Metrix installed into the LithoTechnics folder in the
Applications Folder on the hard drive. Metrix 2013.0 installs into the Metrix
Software folder.
Install Mac 11-25-2013 • 2:07 PM
113
16
.
17
Then click on
.
Install Mac 11-25-2013 • 2:07 PM
114
18
.
19
20
Insert the Metrix security key into a USB port.
21
Copy the Metrix PassWord file (.MPW) into the Metrix installation folder.
22
Launch Metrix. Select one of the following default logins:
LOGIN
PASSWORD
Administrator
a
Guest
guest
Senior
senior
Junior
junior
Install Mac 11-25-2013 • 2:07 PM
115
23
24
recommendations.
Install Mac 11-25-2013 • 2:07 PM
116
Pre-Installation Checklist:
Metrix for Mac OS Multi-User
Your Mac OS computer meets the minimum system requirements.
The Ports required for Metrix to communicate are open. See Mac OS Communication
Ports on page 118.
Static IP addresses have been assigned to the Data Server and to the License Server.
Install Mac 11-25-2013 • 2:07 PM
117
Before You Install on Mac OS X
Metrix requires a Java runtime engine which is not shipped with the Mac OS version of
Metrix Java is developed by Apple to be deployed as part of the operating system.
During installation Metrix may show this warning dialog that Java is not installed. If it
button. Java will be installed automatically, and you can
does, just click on the
then proceed with Metrix installation.
During installation on some older Macs, Metrix may warn you if the minimum required
version of Java is not found on the Mac OS. To get the latest version of Apple’s Java
runtime, run Software Update from the Apple menu and then download and install all
Java related updates. We have found that this may take several iterations. For instance,
running Software Update the first time may update Java to a certain release, but running
it again may update it further. We recommend running Software Update repeatedly until
no further updates are found. The Software Updates below were performed one right
after the other:
Install Mac 11-25-2013 • 2:07 PM
118
Mac OS Communication Ports
For any multi-user installation of Metrix, the following Ports must be open:
Data Server:
9939
License Server:
9940
Install Mac 11-25-2013 • 2:07 PM
119
Installing Metrix in OS X 10.8.x or Newer
If you have Mac OS X 10.8.x (Mountain Lion) or newer, and you double-clicked on the
Metrix Installer icon to begin the installation process, you may have received this alert
dialog:
If this alert appeared, it is because the security settings on Mountain Lion are set to
prohibit the installation of programs unless they are identified by Apple Inc. You can
work around this restriction, though, by right-clicking (or control-clicking) on the Metrix
Installer icon. When you do, you will see this pull-down menu:
Select Open from the menu, and you will be able to install Metrix without complaint
from the operating system, and without needing to turn off the security feature.
Install Mac 11-25-2013 • 2:07 PM
120
Installing Metrix for Mac OS License Server
Follow these instructions if your password file name includes the words “Site License.”
Use this procedure for installing the Metrix License Server and the Metrix Data Server, and
also the Metrix client(s). The License Server and the Data Server may be installed on the
same computer or on different ones – the chosen configuration will differ from site to
site.
¨¨ Important! You must have Administrator privileges to install Metrix properly. Metrix will
not warn you if you do not have Administrator privileges, and will cause an incomplete
installation. So be sure you have Administrator privileges before you install Metrix.
¨¨ Before you begin, designate the central computer you are going to use as the Metrix
License Server and the Metrix Data Server, and write down its static IP address as you will
need it during installation.
1
Locate and launch the Metrix installer, for Intel Mac, then follow the on-screen
instructions. If the Mac installer warns you that you must have Administrator privileges,
just click on the lock icon, enter your password and click on
to begin the
2
The first install screen you encounter is the language screen. If you will be working in a
different language, select your preferred language from the menu. If you will be working
.
in English, simply click on
Install Mac 11-25-2013 • 2:07 PM
121
3
4
to continue.
Install Mac 11-25-2013 • 2:07 PM
to continue.
122
5
to continue.
6
On the Configuration screen, click on the Metrix License Server button, and then click
to continue.
on
Install Mac 11-25-2013 • 2:07 PM
7
123
On the Data Server Properties screen, enter the static IP address in the appropriate
field. Click on
.
Install Mac 11-25-2013 • 2:07 PM
124
8
On the License Server Properties screen, enter the static IP address in the appropriate
field. Click on
.
9
then click on
to continue.
Install Mac 11-25-2013 • 2:07 PM
125
10
on
.
11
On the MIS System screen, select either None or the MIS system you will be using. Then
click on
.
Install Mac 11-25-2013 • 2:07 PM
126
12
.
13
Install Folder).
14
.
Then click on
Install Mac 11-25-2013 • 2:07 PM
127
15
Then click on
.
Install Mac 11-25-2013 • 2:07 PM
128
16
.
17
on
.
¨¨ Earlier versions of Metrix installed into the LithoTechnics folder in the
Applications Folder on the hard drive. Metrix 2013.0 installs into the Metrix
Software folder.
Install Mac 11-25-2013 • 2:07 PM
129
18
.
19
Then click on
.
Install Mac 11-25-2013 • 2:07 PM
130
20
.
21
22
On the License Server computer, insert the Metrix security key into a USB port.
23
Copy the Metrix PassWord file (.MPW) into each Metrix installation folder (the License
Server, Data Server – whether on one computer or two – and each Metrix client).
24
Launch the License Server and the Data Server.
25
Launch the Metrix client on the License Server / Data Server to prove that both the
License Server and Data Server are running and that clients can connect. Select one of
the following default logins:
LOGIN
PASSWORD
Administrator
a
Guest
guest
Senior
senior
Junior
junior
Install Mac 11-25-2013 • 2:07 PM
131
26
27
recommendations.
Install Mac 11-25-2013 • 2:07 PM
132
Shutting Down the Data Server and License
Server
Shutting Down the Data Server
1
2
On the Data Server computer, launch Shutdown Metrix Data Server. This is the method
for shutting down the Data Server at all times.
¨¨ If the Data Server is ever shut down abruptly (for example, with a Force Quit), some data
loss may occur.
Shutting Down the License Server
1
2
Shut down the Metrix License Server by selecting its alias in the Dock and selecting Quit.
Install Mac 11-25-2013 • 2:07 PM
INSTALLATION GUIDE
Installing Upgrades
134
Contents
Upgrading Metrix 1.x to Metrix 2013.0 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 135
Upgrading Metrix 2.x-2012.0 to Metrix 2013.0 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 136
How to Back Up the SQL Server 2008 Online Database . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 144
Upgrading to a New Edition or Adding Modules or Users . . . . . . . . . . . . . . . . . . . . . . . . . . . . 147
Upgrading from a Local Standalone License to a Multi-User License Server . . . . . . . . . . . 148
Installing Upgrades
Upgrades 11-25-2013 • 2:07 PM
135
Upgrading Metrix 1.x to Metrix 2013.0
Metrix users who are still working with version 1.x will need to contact Metrix Technical
Support to upgrade. Our technical support staff will gladly help you with the upgrade
process.
You may call: 1 972 638-7490
Or you can email: metrixsupport@metrixsoftware.com
Upgrades 11-25-2013 • 2:07 PM
Installing Upgrades
136
Upgrading Metrix 2.x-2012.0 to Metrix 2013.0
Metrix 2013.0 is a full install only – there is no updater. Use the following procedure
to upgrade. All your data will be automatically upgraded.
1
Shut down Metrix.
2
Now back up your:
Database (the Data folder inside the Metrix folder)
Marks (the Marks folder inside the Metrix folder)
metrix.properties file (inside your Metrix folder)
metrix password file (inside your Metrix folder).
An easy way to do this is to make a copy of these folders and file on your desktop.
3
Inside the Metrix folder, open the uninstall folder (e.g., Uninstall_Metrix 2012.0), then
run the uninstall program (e.g., Uninstall Metrix 2012.0.exe). Just double-click on the
file to begin the uninstall process.
4
When the uninstall process is complete, delete the old Metrix Software folder from your
computer.
5
Now do a full install of Metrix 2013.0. Follow the instructions in the section Installing
Metrix for Windows or Installing Metrix for Mac OS.
6
Copy (not Move) into your new Metrix folder the files you backed up, allowing the old
files to replace the new ones.
Data folder
Marks folder
metrix.properties file
On the Mac, your new Metrix folder is in Applications > Metrix Software > Metrix
On Windows, your new Metrix folder is in ProgramData > Metrix Software > Metrix
Installing Upgrades
Upgrades 11-25-2013 • 2:07 PM
137
7
Copy your new Metrix Password file (.MPW) into the Metrix 2013.0 folder, which is now
located:
On the Mac, Applications > Metrix Software > Metrix
On Windows, ProgramData > Metrix Software > Metrix
8
Launch Metrix 2013.0. Click
9
Launch Metrix 2013.0, and log in as you would normally.
to upgrade the database schema.
Upgrades 11-25-2013 • 2:07 PM
Installing Upgrades
138
Multi-User License Server Installation – Metrix-Supplied Database
If you have not migrated your Metrix database to be hosted on an SQL Server, you are
using the supplied Metrix database and should follow these instructions.
Follow the instructions in the next section if you are using SQL Server. See “Multi-User
License Server Installation – SQL Server Database” on page 141.
Installation on the License / Server Computer
1
Make sure all the clients are shut down, then run the Stop Data Server program and
Quit the License Server program.
2
Back up your:
Database (the Data folder inside the Metrix folder)
Marks (the Marks folder inside the Metrix folder)
metrix.properties file (inside your Metrix folder)
metrix password file (inside your Metrix folder).
An easy way to do this is to make a copy of these folders and files on your desktop.
3
4
computer.
5
Now do a full install of Metrix 2013.0 on the License Server / Data Server computer.
Follow the instructions in the section Installing Metrix for Windows or Installing
Metrix for Mac OS.
6
Copy the Data folder, the Marks folder, and the metrix.properties file you backed up
from your old Metrix folder into the new, Metrix 2013.0 folder.
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139
7
located:
8
On the License Server / Data Server computer, launch the Metrix 2013.0 License
Server program and Data Server program. Launch the Metrix client. Click
to
upgrade the database schema.
IMPORTANT: Properly shut down the Data Server program, using the Stop Data Server
program (Windows) or Shutdown Data Server program (MacOS), then restart the Metrix
Data Server program.
9
Launch the Metrix client on the License Server / Data Server computer again to prove
that both the License Server and Data Server programs are running and that clients
can connect.
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140
Installation on the Client Computers
1
On each client computer, back up the metrix.properties file. This file is inside your
Metrix folder. An easy way to do this is to make a copy of the file on your desktop.
2
3
computer.
4
Now do a full install of Metrix 2013.0 on each Metrix client computer. Follow the
instructions in the section Installing Metrix for Windows or Installing Metrix for Mac
OS.
5
Copy your new Metrix Password file (.MPW) into the Metrix 2013.0 folder on each
Metrix client computer.
6
Copy the backup metrix.properties file into the Metrix 2013.0 folder on each client
computer.
It is important for Windows users that they not copy the metrix.properties file to the
Metrix folder in Program Files folder. User-defined files for Metrix now reside in the Metrix
folder in the ProgramData folder.
7
Launch Metrix on a client computer and log in as you would normally.
8
Specify the centralized Marks folder on each Metrix client:
SETTINGS > User Preferences > General > Marks Folder
You will want to verify the Marks folder location to be sure it was preserved during the
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141
Multi-User License Server Installation – SQL Server Database
Follow these instructions if you are using Metrix with SQL Server 2005 or SQL Server 2008.
Installation on the License / Server Computer
1
Make sure all the clients are shut down, and quit the License Server program.
2
Back up your metrix.properties file. An easy way to do this is to make a copy of this file
on your desktop.
3
Create a Full Backup of your Metrix database using SQL Server Management Studio
or other SQL Server utility of your choice. For step-by-step instructions on the backup
process, See “How to Back Up the SQL Server 2008 Online Database” on page 144.
4
5
computer.
6
Metrix for Mac OS.
7
Copy the metrix.properties file you backed up into the new Metrix 2013.0 folder.
8
located:
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142
9
Launch the Metrix 2013.0 License Server program. Launch the Metrix client. Click
to upgrade the database schema.
¨¨ You do not need to restart SQL Server. You can simply re-launch Metrix client, and the
schema changes will be automatically applied. This only applies to SQL Server users.
10
Launch the Metrix client to prove that the SQL Database has been upgraded properly
and that clients can connect. Log in to Metrix as you would normally.
Installation on the Client Computers
1
On each client computer, back up the metrix.properties file. This file is inside your
Metrix folder. An easy way to do this is to make a copy of the file on your desktop.
2
3
computer.
4
OS.
5
Copy your new Metrix Password file (.MPW) into the Metrix 2013.0 folder on each
Metrix client computer.
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143
6
Copy the backup metrix.properties file into the Metrix 2013.0 folder on each client
computer. This Metrix folder is the one found in the ProgramData folder. When asked if
you wish to replace the file, choose to replace it.
7
Launch Metrix on a client computer and log in as you would normally.
8
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144
How to Back Up the SQL Server 2008 Online
Database
1
Right click on the Metrix Database you want to back up.
2
Select backup type “Full.” Define the backup set name and description (description is
optional). Under “Destination” click “Disk,” then “Add.”
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145
3
Browse to where you want to save the database. By default SQL Server likes to store the
.bak files in its own directory under “Backup.” You must give a file name with the .bak
extension.
4
On the left under “Select a page” click on “Options.” Choose “Backup to a new media
set” then define a media set name and description. Be sure to click “Verify backup when
finished,” then click “OK”
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146
5
Click the “OK” button in the main screen to execute the backup. When finished, you
should see a dialog box that the job completed successfully.
¨¨ For an offline database backup please see your DB/IT admin for assistance.
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147
Upgrading to a New Edition or Adding Modules or
Users
Use this procedure when you are upgrading a Metrix license without changing the
Version or the Configuration – when upgrading from Metrix X-80 to Metrix Base, or
when adding more modules or users.
For upgrades that involve changing the Configuration (switching from a Local
Standalone License to a License Server), you must re-install Metrix. See “Upgrading from a
Local Standalone License to a Multi-User License Server” on page 148.
1
Shut down Metrix.
2
Move the Metrix PassWord file (.MPW) out of the Metrix installation folder.
3
Copy the new Metrix PassWord file (.MPW) into the Metrix folder.
4
Launch Metrix. If everything is working properly, delete the old .MPW file.
Multi-User License Server Installation
1
Quit all Metrix clients.
2
On the Metrix License Server / Data Server computer, close the License Server console
window to stop the License Server.
3
On the Metrix License Server, Data Server, and all clients, move the Metrix Password file
(.MPW) out of the Metrix installation folder.
4
Copy the new Metrix PassWord file (.MPW) into the Metrix folder on the License Server,
Data Server, and all clients.
5
Launch the License Server program and each Metrix client. If everything is working
properly, delete the old .MPW file.
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148
Upgrading from a Local Standalone License to a
Multi-User License Server
Use this procedure when you are upgrading to a new Configuration – from a Local
Standalone License to a License Server.
1
Shut down the old version of Metrix.
2
Back up your:
Database (the Data folder inside the Metrix folder) and your
Marks (the Marks folder inside the Metrix folder) and your
An easy way to do this is to make a copy of these folders on your desktop.
3
4
computer.
5
Metrix for Mac OS.
6
Copy (not Move) into your new Metrix folder the folders you backed up, allowing the old
folders to replace the new ones.
Data folder
Marks folder
¨¨ IMPORTANT: Metrix License Server has a centralized Marks folder, specified in each client’s
User Preferences. Decide where this centralized Marks folder will be located and copy
your “master” Marks folder to its new network location.
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149
7
Copy the new Metrix Password file (.MPW) into the new Metrix folder in the
ProgramData folder.
8
Launch the Metrix License Server and Data Server. Launch the Metrix client to prove that
the License Server and Data Server are both running and that clients can connect. Select
one of the following default logins:
LOGIN
PASSWORD
Administrator
a
Guest
guest
Senior
senior
Junior
junior
9
OS.
10
Copy your new Metrix Password file (.MPW) into the Metrix folder on each client
computer.
11
Launch Metrix and if Users and User Roles have not yet been defined, select one of the
default logins.
12
Upgrades 11-25-2013 • 2:07 PM
Installing Upgrades

installation guide

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