OEM Terms and Conditions For Software Vendors

These conditions are applicable to our commercial OEM customers. Our support terms and conditions 'ASC' (available at http://www.atomikos.com/Main/TermsAndConditions) are an integral part of this document; if you agree to the present document then you are also assumed to agree to the ASC. Should this document contain any clauses that are incompatible with the ASC then the content of this document prevails.

OEM 1. Redistribution Rights

Provided that you observe all terms and conditions of the present agreement, you will obtain the non-exclusive, non-transferable right to redistribute ATOMIKOS software to third parties. In particular, you are allowed to:

• re-badge the software involved
• deliver the software through the same medium as your proprietary products

OEM 2. Restrictions

• This is a contract between ATOMIKOS and you, not between ATOMIKOS and any customers of yours.
• You are responsible of ensuring that any contract between you and your customers cannot endanger the specified rights of ATOMIKOS or cause additional obligations for ATOMIKOS beyond what is specified at http://www.atomikos.com/Main/WhichLicenseApplies.
• You are not allowed to publish the ATOMIKOS product artefacts on any public website or public maven repository.
• You are not allowed to publish the ATOMIKOS product artefacts in any way that makes them show up in public search engine results.
• You are not allowed to use - or redistribute the ATOMIKOS product artefacts for third party use - outside the scope of your named product.
• You are not allowed to grant additional rights on the software to your customers.
• ATOMIKOS has no obligations towards third-party customers other than those indirectly implied by this contract between ATOMIKOS and you.

OEM 3. Maintenance and Support

You will represent ATOMIKOS for all first- and second-line support issues towards your customers. ATOMIKOS will take care of third-line support issues for you.

OEM 4. Sub-distributors

You are not allowed to use sub-distributors of the OEM type without a separate OEM agreement with Atomikos. For each OEM customer of yours, a new Atomikos OEM deal must be negotiated.

OEM 5. Brands

Use of brands and logos

Either party hereby grants the other party the non-exclusive right and license to use its brands, trademarks and logos in accordance with party's current trademark usage guidelines, provided, however, that in the event that party has reason to believe that use of any Trademark may open party up to any liability, the other party agrees to stop using such Trademark upon written notice thereof from party. Upon either party's request, the other party shall provide copies of all Products bearing any used Trademark so that party may ensure that the quality of your use of such Trademarks is comparable to the quality of party's use thereof.

You shall not remove, cover or deface, so as to render illegible, any copyrights, trademarks, or other proprietary markings that appear on the ATOMIKOS Products. You shall further utilize the appropriate Trademarks on all materials related to the promotion and marketing of the ATOMIKOS Products.

No party will register any Trademarks or any other words or devices likely to be confused therewith, without first obtaining written permission from the other party. No party shall use any Trademarks or any other words or devices likely to be confused therewith, except as permitted in writing by the other party.

OEM 6. OEM Support

ATOMIKOS will support you as specified by this document, and in any case limited to all matters concerning the embedded use of ATOMIKOS software within your products. No other support is given.

OEM 7. Right to Audit

ATOMIKOS has the right to perform an audit of your records or technology whenever ATOMIKOS believes that there are serious reasons to suspect abuse against the terms of this agreement, but at most once every calendar year. Audits can be performed by an independent auditor and must be allowed by you within 30 days after ATOMIKOS request. Audits are at ATOMIKOS' expense.