CONVERGE™ EMS SOFTWARE END-USER LICENSE AGREEMENT
IMPORTANT—READ CAREFULLY: This End-User License Agreement (“EULA”) is a legal agreement between
TRANSITION NETWORKS, INC. ("TRANSITION"), 10900 RED CIRCLE DRIVE, MINNETONKA, MN 55343 And the
END USER ("Licensee") for the CONVERGE™ EMS software, which includes computer software and may include
associated media, printed materials, “online” or electronic documentation. By INSTALLING, COPYING, OR
OTHERWISE USING THE PRODUCT, the END USER ("Licensee") agrees to a license of CONVERGE™ EMS
software in accordance with the terms and conditions contained in this Agreement.
TERMS AND CONDITIONS
I. DEFINITIONS
A.
B.

C.

D.

"Licensed Software" means the TRANSITION CONVERGE™ EMS Software for which Licensee is granted a
license under this Agreement.
"Converge™ EMS" means the Licensed Software that is installed on a single Licensee Server. Each
Converge™ EMS installation requires a Converge™ EMS License Key file configured for the unique Server
ID of the computer on which the Converge™ EMS software is installed.
"Converge™ EMS License Key" means the unique, encrypted software license key file provided by
TRANSITION (only upon payment of the applicable fees) that is designed to prevent use of the Converge™
EMS Licensed Software beyond the scope of the license paid for by Licensee by limiting, as appropriate, the
number of devices the Converge™ EMS software can manage and the number of copies of the Converge™
EMS software that can be used.
"Documentation" means all materials in written, computer readable or other form containing information
about the Licensed Software that accompany the Licensed Software, or that TRANSITION may provide
during the term of this Agreement.

II. GRANT OF LICENSE
On the terms and conditions of this Agreement, and upon payment of all applicable fees, TRANSITION grants to
Licensee and Licensee accepts the non-exclusive licenses and the restrictions set forth below.
A.

B.
C.

D.

E.

Software License. TRANSITION grants to Licensee a non-exclusive license to install and use the Licensed
Software in machine-readable object code form only in the configuration and to the scope identified per
terms of the license contract with TRANSITION.
Documentation. TRANSITION grants to Licensee a non-exclusive license to use the Documentation in
connection with Licensee's internal use of the Licensed Software.
Limitation on Use. Licensee understands and acknowledges that use of the Licensed Software is controlled
by the CONVERGE™ EMS License Key. Licensee may not use the Licensed Software beyond the scope
enabled by the CONVERGE™ EMS License Key provided by TRANSITION to Licensee upon payment of
the applicable license fee. Licensee may install and only use the CONVERGE™ EMS software on the
server specifically enabled by the CONVERGE™ EMS License Key provided to Licensee by TRANSITION.
Licensee may only use the CONVERGE™ EMS software to manage the number of devices specifically
enabled by the CONVERGE™ EMS License Key provided to Licensee by TRANSITION. Licensee may
have an unlimited number of concurrent users for use by Licensee, provided Licensee does not receive any
direct payment for doing so Licensee may not modify or alter the Licensed Software or CONVERGE™ EMS
License Key to increase the scope of its use of the Licensed Software. Further, Licensee may not use any
device, process or computer program that increases, directly or indirectly, the scope of use of the Licensed
Software enabled by the CONVERGE™ EMS License Key provided to Licensee by TRANSITION. If
Licensee wishes to increase the scope of its licensed use of the Licensed Software, Licensee must
purchase an additional CONVERGE™ License Key from TRANSITION.
Back-Up Copies. Licensee may make one copy of the Licensed Software solely for back-up or archival
purposes, provided that such copy must contain all proprietary notices affixed to or appearing in the original
copy.
Hazardous Environments. The Licensed Software is not designed or intended for use in online control
equipment in environments requiring fail-safe performance, such as the operation of nuclear facilities,
aircraft communication or control systems or life support systems, in which software failure could lead to
personal injury or severe property or environmental damage. Licensee warrants that it will not use or allow
the use of the Licensed Software for such purposes.

III. OWNERSHIP AND USE RESTRICTIONS
A.

Ownership. Licensee acknowledges that the Licensed Software, all enhancements, corrections and
modifications to the Licensed Software (regardless whether made by TRANSITION, Licensee or anyone
else), all copyrights, patents, trade secrets, or trademarks or other intellectual property rights protecting or
pertaining to any aspect of the Licensed Software (or any enhancements, corrections or modifications) and
the Documentation, are and shall remain the sole and exclusive property of TRANSITION and, where
applicable, TRANSITION's suppliers. This Agreement does not convey title or ownership to Licensee, but
instead gives Licensee only the limited rights set forth in Section II. TRANSITION reserves all rights not
expressly granted by this Agreement.
B. Restrictions. Except as expressly set forth in this Agreement, Licensee has no right to use, make,
sublicense, modify, transfer, rent, lease, sell, display, distribute or copy originals or copies of any Licensed
Software or Documentation, or to permit anyone else to do so.
C. Transfer. Licensee may not assign or transfer its rights under this Agreement or its rights to the Licensed
Software without the prior written consent of TRANSITION. Upon any such transfer or assignment, Licensee
must transfer all copies of the Licensed Software and Documentation and assignee must agree in writing to
all the terms of this Agreement.
D. Proprietary Notices. Licensee shall not remove any patent, copyright or trademark or other intellectual
property notices that may appear on any part of the Licensed Software or the Documentation.
E. Trade Secrets. Licensee acknowledges that the Licensed Software, in its source code form, contains
valuable trade secrets belonging to TRANSITION. Licensee may not reverse engineer, unencrypt,
decompile, disassemble or otherwise translate the Licensed Software or allow anyone else to do so.
F. Audit Rights. Licensee authorizes TRANSITION or its designee to audit its compliance with this Agreement,
as TRANSITION deems reasonable.
G. Notice to Employees and Agents. Licensee will use commercially reasonable efforts to inform its employees,
agents and others using the Licensed Software under this Agreement that it may not be used, copied or
transferred in violation of this Agreement.
H. Irreparable Harm. Licensee acknowledges that money damages may not be an adequate remedy for any
breach or violation of any requirement set forth in Section III of this Agreement and that any such breach or
violation may leave TRANSITION without an adequate remedy at law. Licensee therefore agrees that, in
addition to any other remedies available at law, in equity or under this Agreement, TRANSITION shall be
entitled to obtain temporary, preliminary and permanent injunctive relief, without bond, from a court of
competent jurisdiction to restrain any such breach or violation.
IV. SHIPMENT AND PAYMENT
A.

B.

C.
D.

Shipment of Licensed Software. TRANSITION shall deliver all Licensed Software via a secure website
download, the details of which shall be sent via email to the End user along with the Converge™ EMS
license key file which is unique to the server that the Licensed Software will be installed on.
TRANSITION Product Delivery Schedule and Delays. Although TRANSITION shall use reasonable efforts to
meet Licensee's requested delivery schedules for Licensed Software, TRANSITION shall not be liable for
any loss, damage or expense due to late delivery.
Payment. Licensee shall pay for all Licensed Software in accordance with the terms of their contract with
TRANSITION.
Taxes. With the sole exception of taxes based on TRANSITION's net income, Licensee shall pay all sales,
use, excise, value added or other taxes that may arise out of Licensee's installation or use of the Licensed
Software.

V. NO PRODUCT MAINTENANCE AND SUPPORT
Licensee is not entitled to any maintenance or support for the Licensed Software or any upgrades or enhancements
under this Agreement. Licensee may purchase from TRANSITION maintenance and support pursuant to the terms,
conditions and pricing of TRANSITION's maintenance and support agreement as in effect on the date of Licensee's
purchase of the maintenance and support agreement. All updates and enhancements made available to Licensee
shall become part of the Licensed Software and become subject to this Agreement.
VI. LIMITED WARRANTY
A.

Ownership. TRANSITION warrants that it owns or has the right and authority to license the Licensed
Software and Documentation to Licensee on the terms and conditions of this Agreement.

B.

C.

Licensed Software. TRANSITION warrants that, in the form delivered to Licensee by TRANSITION, the
Licensed Software shall perform substantially in accordance with the Documentation for ninety (90) days
after delivery to Licensee. TRANSITION's warranty is conditioned upon: (a) the use of the Licensed
Software in accordance with the Documentation and other instructions provided by TRANSITION and shall
be null and void if Licensee alters or modifies the Licensed Software without TRANSITION's prior written
approval, does not use the Licensed Software in accordance with the Documentation and TRANSITION's
instructions, or if the Licensed Software fails because of any accident, abuse or misapplication; and (b)
Licensee notifies TRANSITION in writing of the claimed nonconformity within ninety (90) days after delivery
of the Licensed Software to Licensee. As TRANSITION's sole liability and Licensee's sole remedy
respecting the Licensed Software's nonconformance with the limited warranty set forth in this Section VI.C,
TRANSITION may at its option: (i) use reasonable efforts to correct the Licensed Software to make it
conform substantially with the specifications set forth in the Documentation; (ii) replace the Licensed
Software; or (iii) upon return of the Licensed Software and Documentation to TRANSITION, refund the
license fees paid by Licensee under this Agreement and terminate this Agreement.
TRANSITION DOES NOT REPRESENT OR WARRANT THAT THE LICENSED SOFTWARE WILL
OPERATE PROPERLY WITH OTHER HARDWARE OR SOFTWARE, THAT THE LICENSED SOFTWARE
WILL MEET LICENSEE'S REQUIREMENTS OR EXPECTATIONS OR THAT OPERATION OF THE
LICENSED SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE.

VII. NO OTHER WARRANTY
EXCEPT AS SET FORTH IN SECTION VI, TRANSITION IS PROVIDING THE LICENSED SOFTWARE AND THE
DOCUMENTATION "AS IS," AND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TRANSITION
SPECIFICALLY DISCLAIMS ANY AND ALL OTHER WARRANTIES, CONDITIONS OR REPRESENTATIONS
(WHETHER EXPRESS, IMPLIED OR STATUTORY, OR ORAL OR WRITTEN) WITH RESPECT TO THE
LICENSED SOFTWARE OR DOCUMENTATION INCLUDING WITHOUT LIMITATION ANY AND ALL
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE (WHETHER OR NOT
TRANSITION KNOWS, HAS REASON TO KNOW, HAS BEEN ADVISED OR IS OTHERWISE IN FACT AWARE OF
ANY SUCH PURPOSE) OR CONDITIONS OF TITLE OR NONINFRINGEMENT WHETHER ALLEGED TO ARISE
BY OPERATION OF LAW, BY REASON OF CUSTOM OR USAGE IN THE TRADE OR BY COURSE OF DEALING.
TRANSITION ALSO EXPRESSLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY OR REPRESENTATION
TO ANY PERSON OTHER THAN LICENSEE. THIS LIMITED WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS.
YOU MAY HAVE OTHERS, WHICH VARY FROM STATE/JURISDICTION TO STATE/JURISDICTION.
VIII. LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE CUMULATIVE LIABILITY OF TRANSITION
FOR ALL CLAIMS OF ANY NATURE RELATED TO THE LICENSED SOFTWARE OR DOCUMENTATION OR
OTHERWISE ARISING FROM THIS AGREEMENT, INCLUDING ANY CAUSE OF ACTION BASED ON
WARRANTY, CONTRACT, TORT, STRICT LIABILITY PATENT OR COPYRIGHT INFRINGEMENT OR
MISAPPROPRIATION OF INTELLECTUAL PROPERTY, SHALL NOT EXCEED THE TOTAL AMOUNT OF ALL
LICENSE FEES THAT LICENSEE HAS ACTUALLY PAID UNDER THIS AGREEMENT. NEITHER TRANSITION
NOR ANY OF ITS RESELLERS, SUPPLIERS OR LICENSORS SHALL BE LIABLE FOR ANY CONSEQUENTIAL,
INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, WHETHER IN CONTRACT, IN TORT
(INCLUDING NEGLIGENCE) OR OTHERWISE, OR FOR ANY LOSS OF PROFITS, LOSS OF SAVINGS, LOSS OF
DATA OR LOSS OF USER DAMAGES ARISING OUT OF THIS AGREEMENT OR THE USE (OR INABILLITY TO
USE) OF THE LICENSED SOFTWARE EVEN IF TRANSITION OR RESELLER, SUPPLIER OR LICENSOR HAS
BEEN AWARE OF THE POSSIBILITY OF SUCH POTENTIAL LOSS OR DAMAGE. IN NO EVENT WILL
TRANSITION BE LIABLE FOR ANY CLAIM BROUGHT MORE THAN ONE (1) YEAR AFTER THE CAUSE OF
ACTION AROSE OR SHOULD HAVE BEEN DISCOVERED. BECAUSE SOME STATES DO NOT ALLOW THE
EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE
LIMITATION MAY NOT APPLY. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION
OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATIONS
MAY NOT APPLY TO YOU.
IX. TERMINATION
Without prejudice to any other rights it may have under this Agreement or at law or equity, TRANSITION may
terminate this Agreement if Licensee fails to comply with the terms of this Agreement. Upon termination of this
Agreement for any reason, Licensee will immediately discontinue use of the Licensed Software, destroy or return to

TRANSITION all copies of the Licensed Software and Documentation in whatever form they exist, including all backup copies, and certify in writing to TRANSITION that all copies have been destroyed.
X. INDEMNIFICATION
The Licensed Software is intended for use only with properly licensed media, content and content creation tools. It is
Licensee’s responsibility to ascertain whether any copyright, patent or other licenses are necessary and to obtain any
such licenses to serve and/or create or compress such media and content. Licensee agrees to transmit and/or
compress only those materials for which it has the necessary patent, copyright or other permissions, licenses and/or
clearances. Licensee agrees to hold harmless, indemnify and defend TRANSITION, its officers, directors and
employees, from and against any losses, damages, fines and expenses (including attorneys' fees and costs) arising
out of or relating to any claims that Licensee has encoded, compressed, copied or transmitted any materials (other
than materials provided by TRANSITION) in connection with the Licensed Software in violation of another party's
rights or in violation of any law. If Licensee is importing the Licensed Software from the United States, it shall
indemnify and hold TRANSITION harmless from and against any import and export duties or other claims arising
from such importation.
XI. GENERAL TERMS
A.

Export Regulations. The Licensed Software and Documentation, including technical data, is subject to U.S.
Export control laws, including the U.S. Export Administration Act and its associated regulations, and may be
subject to export or import regulations in other countries. Licensee agrees to comply strictly with all such
regulations and acknowledges that it has the responsibility to obtain licenses to export, re-export, or import
the Licensed Software or Documentation. Neither the Software nor Documentation may be downloaded, or
otherwise exported or re-exported (i) into, or to a national or resident of Cuba, Iraq, Iran, North Korea, Libya,
Sudan, Syria or any country to which the U.S. has embargoed goods; or (ii) to anyone on the U.S. Treasury
Department’s list of Specially Designated Nations or the U.S. Commerce Department's Table of Denial
Orders. By installing or using the Licensed Software, Licensee is warranting that it is not located in or under
the control of, or a national or resident of any such country or on any such list.
B. U.S. Government Restrictions. The use, duplication or disclosure by the United States Government of the
Licensed Software and Documentation is subject to the restrictions as set forth in the Rights in Technical
Data and Computer Software Clauses in DFARs 252.227-7013(c)(1)(ii) and FAR 52.227-19(c)
C. Governing Law and Forum. This Agreement shall be governed by and construed in accordance with the
laws of the State of Minnesota and the United States without reference to conflicts of laws principles.
Licensee consents to the exclusive jurisdiction and venue of the federal and state courts in Hennepin
County, Minnesota for resolution of any disputes concerning this Agreement.
D. Attorneys' Fees. If any action at law or in equity is necessary to enforce or interpret the terms of this
Agreement, the prevailing party shall be entitled to recover from the losing party its reasonable attorney's
fees, costs and necessary disbursements in addition to any other relief to which such party may be entitled.
E. Complete Understanding. This Agreement constitutes the entire agreement between the parties with respect
to its subject matter and supersedes and replaces all prior or contemporaneous understandings or
agreements, written or oral, regarding its subject matter. No amendment to or modification of this Agreement
will be binding unless in writing and signed by duly authorized representatives of both TRANSITION and
Licensee.
F. Survival. The following provisions of this Agreement shall survive termination of this Agreement, along with
any other terms which by their nature require survival: Section III, Section V, Section VI, Section VII, Section
IX and Section X.
G. Absence of Third Party Beneficiaries. Unless otherwise expressly provided, no provisions of this Agreement
are intended or shall be construed to confer upon or give to any person other than TRANSITION and
Licensee any rights, remedies or other benefits under or by reason of this Agreement.
H. Disclaimer of Agency. TRANSITION and Licensee each acknowledge that the parties to this Agreement are
independent. Neither party is authorized or empowered to act as agent or legal representative for the other
for any purpose and shall not on behalf of the other enter into any contract, warranty or representation as to
any matter. Neither party shall be bound by the acts nor shall conduct of the other and nothing herein be
construed as creating a partnership or joint venture.
I. No Waiver. The failure of either party to enforce any provision of this Agreement shall not be deemed a
waiver of that provision or any other available right or remedy.
J. Headings. The section headings used in this Agreement are intended for convenience only and shall not be
deemed to modify, limit or supersede any provision.

K.

Severability. In the event that any provision of this Agreement is found to be invalid, illegal or unenforceable
pursuant to judicial decree or decision, the remainder of this Agreement shall remain valid and enforceable
according to its terms.

XII. SOFTWARE PRE-REQUISITES
The following software pre-requisites apply to Converge EMS™ R 1.2.x. The software components listed are prerequisites for use of the software and must be procured and installed independently. Converge EMS™ licensing or
fees do not include these components:
Operating System: Windows 7,Ubuntu 12.04 , Red Hat Enterprise Linux
Database: MySQL -5.6
Java: Java 7
Application Server: Apache Tomcat 7
XIII. TRANSITION TRADEMARKS
Converge™ EMS is a registered trademark of Transition Networks, in the United States and other countries. "Apache
Tomcat" and "Tomcat" are trademarks of the Apache Software Foundation. Oracle, Java and Solaris are registered
trademarks of Oracle and/or its affiliates. MySQL is a trademark of MySQL AB in the United States and other
countries. Microsoft,Windows and Internet Explorer are trademarks of Microsoft Corporation in the U.S.A. and/or
other countries. Oracle is a registered trademark of Oracle Corporation. Ubuntu is a registered trademark of
Canonical Ltd. Red Hat is a trademark or registered trademark of Red Hat, Inc. in the United States and other
countries. Mozilla Firefox is a trademark of Mozilla Foundation. Google Chrome is a trademark of Google Inc. Other
names may be trademarks of their respective owners.
All contents Copyright © TRANSITION NETWORKS. All rights reserved.

