@hcl-software/dxclient 221.0.0

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+LICENSE AGREEMENT FOR NON-WARRANTED PROGRAMS:
+DXCLIENT ("DXClient" or "Tool")
+
+DXClient is a command line tool that presents an interface to automation and continuous integration and deployment (CI/CD) tasks for HCL Digital Experience Programs.  
+
+BY DOWNLOADING, INSTALLING, COPYING, ACCESSING, CLICKING ON AN "ACCEPT" BUTTON, OR OTHERWISE USING THE TOOL, LICENSEE AGREES TO THE TERMS OF THIS LICENSE AGREEMENT. IF YOU ARE ACCEPTING THESE TERMS ON BEHALF OF LICENSEE, YOU REPRESENT AND WARRANT THAT YOU HAVE FULL AUTHORITY TO BIND LICENSEE TO THESE TERMS. 
+
+IF YOU DO NOT AGREE TO THESE TERMS: 
+
+* DO NOT DOWNLOAD, INSTALL, COPY, ACCESS, CLICK ON AN "ACCEPT" BUTTON, OR USE THE TOOL; 
+* PROMPTLY RETURN THE UNUSED MEDIA AND DOCUMENTATION TO THE PARTY FROM WHOM IT WAS OBTAINED; AND 
+* IF THE TOOL WAS DOWNLOADED, DESTROY ALL COPIES OF THE PROGRAM. 
+
+This License Agreement ("Agreement") is by and between HCL Technologies Limited, a company duly organized and existing under the laws of India and having its registered offices at 806 Siddharth, 96 Nehru Place, New Delhi-110019 ("Licensor" or "HCLSoftware"), and You ("Licensee" or "Licensee"). Licensor and Licensee hereinafter referred to individually or collectively, respectively, as "Party" or "Parties." 
+
+1.0 DEFINITIONS AND INTERPRETATIONS. 1.1 Definitions "Affiliate" is an entity that controls, is controlled by or shares common control with HCLSoftware or Licensee, where such control arises from either (a) a direct or indirect ownership interest of more than 50%, or (b) the power to direct or cause the direction of the management and policies, whether through the ownership of voting stock, by contract, or otherwise, equal to that provided by a direct or indirect ownership of more than 50%. "Documentation" means the user guide, help information and/or other technical documentation generally provided by Licensor to licensees of the Tool. "HCL Digital Experience Program(s)" is the object code of the software and all accompanying Documentation delivered to Licensee, including all items delivered by HCLSoftware to Licensee under Support which incorporates HCL Digital Experience Program(s). "Support" is the support services available for the Tool if and when specified by HCLSoftware. 1.2 Interpretations In this Agreement, unless the context otherwise requires: (i) References to parties, sections, paragraphs or attachments are references to parties, sections, paragraphs or attachments of this Agreement; (ii) Words denoting persons only shall include corporations, partnerships and unincorporated associations; (iii) References to any Party shall, where relevant, be deemed to be references to or to include, as appropriate, their respective successors or permitted assigns; (iv) Headings have been included for convenience only and shall not be used in construing any provision herein; and (v) References to any enactment shall be deemed to include references to such enactment as re-enacted, amended, or extended from time to time. 
+
+2.0 LICENSE GRANT. Subject to the terms, conditions, and other restrictions set forth in this Agreement, HCLSoftware grants Licensee a non-exclusive, non-transferable, non- sublicensable license to install, access, and use the Tool (i) for Licensee and its Affiliates' internal business use; and (ii) in accordance with the Documentation (collectively, a "License"). Licensee's Affiliates may use and access the Tool and Support (if any) under the terms of this Agreement, and Licensee is fully responsible for its Affiliates compliance with the terms of this Agreement. 
+
+
+
+3.0 LICENSE RESTRICTIONS. The License grant under Section 2.0 above is subject to Licensee's agreement and compliance with each of the following: (i) The Tool is licensed and not sold, and HCL SOFTWARE does not pass any title to the Tool to Licensee; (ii) Licensee may not and will not copy, operate, or otherwise use the Tool other than as set forth in the License above nor prepare any derivative work thereof, or otherwise use, copy, modify, distribute, assign, sublicense, lease, rent, or otherwise transfer the Tool or any third party software contained in the Tool except as expressly permitted in this Agreement or except to the extent required by law; (iii) Licensee will not use the Tool in an outsourcing or service bureau environment on its behalf and/or on behalf of non-affiliated third parties or allow the Tool to be used by an outsourcing or service bureau provider on behalf of the Licensee; (iv) Licensee will not distribute the Tool or any third party software contained in the Tool, to end- users as on-premises distributions and the Licensee will not offer the Tool or such third party software as a cloud service or software-as-a-service to any end-users; (vi) Licensee is prohibited from reverse engineering, reverse assembling, reverse compiling, translating, or otherwise trying to discover the source code form of any software provided in object code form of the Tool or any third party software contained in the Tool, except as permitted by the national or regional law of the places where the Licensee does business (without the opportunity for contractual waiver), and then only with respect to the particular copy of object code incorporated into that particular Tool or third party software; (vii) Licensee will not use any of the Tool's components, files, modules, audio-visual content, or related licensed materials separately from that Tool; (viii) Licensee will not attempt to disable or circumvent any of the licensing mechanisms within the Tool; (ix) Licensee will reproduce all copyright notices and other legends of ownership on each copy, or partial copy, of the Tool and will ensures that anyone who uses the Tool (accessed either locally or remotely) does so only on Licensee's behalf and complies with the terms of this Agreement; (x) if the Tool is replaced by an update, Licensee agrees to promptly discontinue use of the replaced Tool; (xiii) The restrictions in this Section 3 applies to each copy of the Tool that Licensee makes. (xiv) Part of the software integrated with the Tool is open source software whereby the source code thereof is available to the public for inspection and use by others, and the terms and conditions of the applicable license agreement permit recipients of such open source software freely (and without the payment of any fee or royalty) to copy, modify and distribute the open source software's source code. The Tool is subject to the applicable open source license. 
+
+4.0  NO WARRANTIES SUBJECT TO ANY STATUTORY WARRANTIES THAT CANNOT BE EXCLUDED, HCL SOFTWARE MAKES NO WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, REGARDING THE PROGRAM OR SUPPORT, IF ANY, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, AND TITLE, AND ANY WARRANTY OR CONDITION OF NON-INFRINGEMENT. SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF EXPRESS OR IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO LICENSEE. IN THAT EVENT, SUCH WARRANTIES ARE 
+LIMITED IN DURATION TO THE MINIMUM PERIOD REQUIRED BY LAW. NO WARRANTIES APPLY AFTER THAT PERIOD. SOME STATES OR JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO LICENSEE. LICENSEE MAY HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE OR JURISDICTION TO JURISDICTION. THE DISCLAIMERS AND EXCLUSIONS IN THIS SECTION 4.0 ALSO APPLY TO ANY OF HCL SOFTWARE'S PROGRAM DEVELOPERS AND SUPPLIERS. MANUFACTURERS, SUPPLIERS, OR PUBLISHERS OF NON-HCL SOFTWARE PROGRAMS MAY PROVIDE THEIR OWN WARRANTIES. HCL SOFTWARE DOES NOT PROVIDE SUPPORT OF ANY KIND, UNLESS HCL SOFTWARE SPECIFIES OTHERWISE AND AT ITS DISCRETION. IN SUCH EVENT, ANY SUPPORT PROVIDED BY HCL SOFTWARE IS SUBJECT TO THE DISCLAIMERS AND EXCLUSIONS IN THIS SECTION 4.0. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY LICENSOR OR A LICENSOR AUTHORIZED REPRESENTATIVE WILL CREATE A WARRANTY.IN THE EVENT THAT ANY WARRANTIES ARE REQUIRED BY LAW AS OUTLINED ABOVE, ANY SUCH WARRANTIES ARE PROVIDED SOLELY BY THE HCL SOFTWARE ENTITY LICENSING THE TOOL AND NOT BY A THIRD PARTY OR ANY OTHER HCLSOFTWARE ENTITY. THE DISCLAIMERS IN THIS SECTION 4 HOWEVER, ALSO APPLY TO ALL HCLSOFTWARE ENTITIES AND THEIR SUPPLIERS OF THIRD PARTY SOFTWARE. THOSE SUPPLIERS PROVIDE SUCH SOFTWARE WITHOUT WARRANTIES OR CONDITION OF ANY KIND. 
+
+
+5.0 INTELLECTUAL PROPERTY RIGHTS. Notwithstanding the use of the terms "purchase", "sale", or any similar terminology in connection with the transaction contemplated by this Agreement, as between Licensee and HCLSoftware, except for the nonexclusive licenses expressly granted to Licensee under Section 2.0, HCLSoftware and its licensors and suppliers retain all right, title, and interest in and to the Tool and all related intellectual property and proprietary rights subsisting therein, as well as materials relating thereto, and any modifications, enhancements, customizations, updates, revisions or derivative works thereof. Licensor shall have the sole right to obtain, hold, and renew, in its own name and/or for its own benefit, patents, copyrights, and/or other appropriate protection in the Tool or other such materials. There are no implied licenses under this Agreement, and all rights not expressly granted hereunder or thereunder are reserved to HCLSoftware and its Affiliates and licensors. 
+
+6.0 LICENSEE DATA AND DATABASES. To assist Licensee in isolating the cause of a problem with the Tool, HCLSoftware may request that Licensee 1) allow HCLSoftware to remotely or physically access Licensee's system or 2) send Licensee information or system data to HCLSoftware. However, HCLSoftware is not obligated to provide such assistance unless HCLSoftware and Licensee enter a separate written agreement under which HCLSoftware agrees to provide to Licensee that type of support, which are also provided by HCLSoftware without any warranty, in this Agreement. In any event, HCLSoftware uses information about errors and problems to improve its products and services, and assist with its provision of related support offerings. For these purposes, HCLSoftware may use HCLSoftware entities and subcontractors (including in one or more countries other than the one in which Licensee is located), and Licensee authorizes HCLSoftware to do so. Licensee remains responsible for 1) any data and the content of any database Licensee makes available to HCLSoftware; 2) the selection and implementation of procedures and controls regarding access, security, encryption, use, and transmission of data (including any personally-identifiable data); and 3) backup and recovery of any database and any stored data. Licensee will not send or provide HCLSoftware access to any personally-identifiable information, whether in data or any other form, and will be responsible for reasonable costs and other amounts that HCLSoftware may incur relating to any such information mistakenly provided to HCLSoftware or the loss or disclosure of such information by HCLSoftware, including those arising out of any third party claims. 
+
+7.0 AUDIT. Licensee agrees that HCLSoftware may annually audit relevant books and records (including electronic records), devices, computers, servers, and systems of Licensee, its Affiliates, consultants, service providers and contractors (collectively, "Licensee Entity(ies)"), relating to the Tool in order to verify the use of the Tool in compliance with this Agreement and the purpose for which the Tool has been deployed. HCLSoftware may make copies of any such books and records to the extent necessary to verify Licensee's compliance with the terms hereof. HCLSoftware may conduct the audit itself or at its option engage an independent third party to do such audit. The audit may be conducted at any sites of Licensee Entities, where the Tool is installed, used or accessed from, including remotely. HCLSoftware will provide fifteen (15) calendar days' notice prior to an audit, except where there is a reasonable cause to suspect that there is an infringement of intellectual property rights, in which case only two (2) business days' notice will be required. Any such audit will be performed during Licensee Entity's normal business hours and in a manner that minimizes the disruption to its business. Licensee Entities shall provide all assistance reasonably necessary for HCLSoftware to carry out such audit. HCLSoftware's rights and remedies in this subsections shall be without prejudice to other rights and remedies HCLSoftware may have under this Agreement or another relevant agreement, at law or in equity. HCLSoftware' s rights under this provision shall survive any termination or expiry of this Agreement for two years. 
+
+8.0 TERMINATION. 8.1 HCL may withdraw the Tool at its discretion and without notice. Upon such withdrawal, both the license grant and this Agreement shall terminate subject to section 12.9 (Survival). 8.2 HCL may also terminate Licenses to the Tool, and/or this Agreement, without notice or cure period, if Licensee violates the intellectual property rights of HCLSoftware, its Affiliates or its licensors, or uses the Tool outside the scope of this Agreement. Upon termination of a License, (a) Licensee will immediately uninstall and discontinue use of the relevant Tool, (b) upon HCLSoftware's request, 
+
+Licensee will immediately return such Tool to HCLSoftware, together with all related Documentation and copies or certify its destruction in writing and (c) all Support obligations of HCLSoftware under the Agreement, if any, will come to an end. 
+
+9.0 LIMITATION OF LIABILITY. 9.1 EXCLUSION OF INCIDENTAL, CONSEQUENTIAL AND CERTAIN OTHER DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL LICENSOR AND ANY OF ITS AFFILIATES BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, DATA OR CONFIDENTIAL OR OTHER INFORMATION, FOR BUSINESS INTERRUPTION, FOR PERSONAL INJURY, FOR LOSS OF PRIVACY, FOR FAILURE TO MEET ANY DUTY INCLUDING OF GOOD FAITH OR OF REASONABLE CARE, FOR NEGLIGENCE, AND FOR ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE TOOL, THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES, OR OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION OF THIS AGREEMENT, EVEN IN THE EVENT OF THE FAULT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH 
+OF CONTRACT, AND EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 9.2 LIMITATION OF LIABILITY AND REMEDIES. NOTWITHSTANDING ANY DAMAGES THAT LICENSEE MIGHT INCUR FOR ANY REASON WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ALL DAMAGES REFERENCED IN SECTION 9.1 ABOVE AND ALL DIRECT OR GENERAL DAMAGES), THE ENTIRE LIABILITY OF LICENSOR AND ANY OF ITS AFFILIATES UNDER ANY PROVISION OF THIS AGREEMENT AND LICENSEE'S EXCLUSIVE REMEDY FOR ALL OF THE FOREGOING SHALL BE LIMITED TO THE FEE AMOUNT ACTUALLY PAID BY LICENSEE UNDER THIS AGREEMENT FOR THE LICENSE OF THE APPLICABLE PROGRAM GIVING RISE TO SUCH DAMAGES. THE FOREGOING LIMITATIONS, EXCLUSIONS, AND DISCLAIMERS (INCLUDING DISCLAIMER UNDER SECTION 4.0) SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE. THE LIMITATION OF LIABILITIES DESCRIBED IN THIS AGREEMENT ALSO APPLY TO ANY THIRD PARTY SUPPLIER OF PROGRAM OR ANY PART THEREOF. SUCH THIRD PARTY SUPPLIER IS AN INTENDED BENEFICIARY OF THIS AGREEMENT. 
+
+10.0 EXPORT RESTRICTIONS. Licensee will comply with all applicable export and import laws and associated embargo and economic sanction regulations, including those of the United States, that prohibit or restrict the export, re-export, or transfer of products, technology, services, or data, directly or indirectly, to certain countries, or for certain end uses or end users. Licensee acknowledges that the Tool is subject to U.S. export laws and regulations. Licensee agrees that, unless authorized by the U.S. export license or regulation, it will not export or re- export the Tool provided by HCLSoftware under this Agreement to (i) those countries (or nationals of countries) considered embargoed/terrorist countries under U.S. export laws and regulations or (ii) prohibited end users or end uses, including but not limited to: nuclear, space or missiles, and weapons systems (including chemical and biological). At the time of this Agreement, those countries considered embargoed/terrorist are: Cuba, the Crimea Region of Ukraine, Iran, North Korea, and Syria. 
+
+11.0 CONFIDENTIALITY. Except as otherwise expressly permitted in this Agreement, Licensee will hold in confidence the Tool and all other information received hereunder from Licensor. Licensee agrees that the Tool and Documentation furnished by HCLSoftware will be treated as proprietary trade secrets of Licensor, and Licensee will not make the Tool or the Documentation available in any form to any person other than to its employees and to contractors located on its premises with a need to know, subject to restrictions no less stringent than those contained herein. Licensee represents to Licensor that it maintains a system of confidentiality to protect its own confidential business information, including written agreements with employees, and that the Licensed Tool and Documentation will be protected by such a system to the same extent. If Licensee at any time becomes aware of any unauthorized use or disclosure, Licensee 
+
+will promptly and fully notify the Licensor of all facts known to it concerning such unauthorized use or disclosure and reasonably cooperate with Licensor in seeking a protective order or other appropriate remedy to limit such disclosure. 
+
+
+
+12.0 GENERAL. 12.1 Third-Party Beneficiary. Licensee understands that portions of the Tool and related documentation may have been licensed to Licensor from third parties and that such third parties are intended third-party beneficiaries 
+
+of the provisions of this Agreement. 12.2 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions of this Agreement remain in full force and effect. Each provision of this Agreement, which provides for a limitation of liability, disclaimer of warranties or exclusion 
+of remedies is severable from and independent of any other provision. Further, in the event that any remedy hereunder is determined to have failed of its essential purpose, all limitations of liabilities and exclusions of damages shall remain in effect. 12.3 Business Contacts. Licensee authorizes HCLSoftware and its contractors and business partners to store and use Licensee's business contact information wherever they do business, in connection with HCLSoftware products and services in scope of this Agreement, or in furtherance of HCLSoftware's business relationship with Licensee. 12.4 Force Majeure. Neither Party will be liable for any failure or delay in the performance of its obligations under this Agreement if such failure or delay is due to acts of God, including but not limited to fire, flood, natural catastrophe, acts of any government or of any civil or military authority, national emergencies, acts of terrorism, riots, war, insurrection, strikes, or any occurrence beyond the reasonable control of such Party. 12.5 Non reliance. In entering into this Agreement, neither party is relying on any representation not specified in this Agreement, including but not limited to any representation concerning: 1) the performance or function of the Tool; 2) the experiences or recommendations of other parties; or 3) any results or savings that Licensee may achieve. Licensee acknowledges that it has not relied on any promises, inducements, representations, or other statements made by Licensor regarding the Tool and that Licensee's decision to enter into this Agreement is made independently. 12.6 Assignment and Transfers. Licensee will not assign or transfer this Agreement or the Tool and any attempted assignment or transfer by Licensee of this Agreement or Tool is null and void. Licensee12.7 Governing Law. Both Parties agree to the application of the laws of the country in which Licensee obtained the Tool license to govern, interpret, and enforce all of Licensee's and HCLSoftware's respective rights, duties, and obligations arising from, or relating in any manner to, the subject matter of this Agreement, without regard to conflict of law principles. All rights, duties, and obligations are subject to the courts of the country in which Licensee obtained the Tool license. 15.8 Entire Agreement. This Agreement is the entire agreement between Licensee and HCLSoftware concerning Licensee's use of the Tool. 12.9 Survival. Such provisions of this Agreement, which generally can survive after termination or expiration of any similar agreement, shall also survive any termination or other expiration of this Agreement, particularly the provisions of Sections 3.0, 4.0, 7.0, 9.0, 10.0 and 11.0. 
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+Version Date: May 27 2024
+
+
+
+               HCLSoftware is a division of HCL Technologies Limited 
+         With registered address at 806 Siddharth 96 Nehru Place New Delhi 110019 
+                     www.hcltechsw.com 
+
+