﻿SUSE® Linux Enterprise End User License Agreement for the following SUSE 
products:

SUSE Linux Enterprise Server 15 SP2
SUSE Linux Enterprise Server for SAP Applications 15 SP2
SUSE Linux High Availability Extension 15 SP2
SUSE Linux Enterprise HPC 15 SP2
SUSE Linux Enterprise Desktop 15 SP2
SUSE Linux Enterprise Workstation Extension 15 SP2
SUSE Linux Enterprise Live Patching 15 SP2
SUSE Linux Enterprise Real Time 15 SP2
SUSE Manager Server 4
SUSE Manager Proxy 4
SUSE Manager Retail Branch Server 4


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

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

LICENSED USE

LICENSES.  The Software and each of its components are owned by Licensor or 
other licensors and are protected under copyright laws and other applicable 
laws. Subject to compliance with the terms and conditions of this Agreement, 
Licensor grants to You a perpetual, non-exclusive, non-transferable, 
worldwide license to reproduce and use copies of the Software within Your 
Organization (as defined below).  

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

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

SUBSCRIPTION SERVICES.  Licensor has no obligation to provide maintenance or 
support unless You purchase a subscription offering that expressly includes 
such services.  Licensor sells subscription offerings for the Software that 
entitles You to fee based technical support and/or internal use of Software 
updates provided on a specified annual period (“Subscription Offering”) and 
are subject to the terms of the Subscription Offering Terms and Conditions 
available https://www.suse.com/products/terms_and_conditions.pdf. 

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

RESTRICTIONS

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

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

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

OWNERSHIP 

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

LIMITED WARRANTY

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

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

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

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

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

LIMITATION OF LIABILITY

Consequential Losses.  NEITHER LICENSOR NOR ANY OF ITS THIRD PARTY LICENSORS, 
SUBSIDIARIES, OR EMPLOYEES WILL IN ANY CASE BE LIABLE FOR ANY SPECIAL, 
INCIDENTAL, CONSEQUENTIAL, INDIRECT, TORT, ECONOMIC OR PUNITIVE DAMAGES, 
WHETHER BASED ON CONTRACT, NEGLIGENCE, STRICTLIABILITY OR OTHER TORT, BREACH 
OF ANY STATUTORY DUTY, INDEMNITY OR CONTRIBUTION, INCLUDING WITHOUT 
LIMITATION LOSS OF PROFITS, BUSINESS OR DATA, EVEN IF ADVISED OF THE 
POSSIBILITY OF THOSE DAMAGES.
Direct Damages.  IN NO EVENT WILL LICENSOR'S AGGREGATE LIABILITY FOR DIRECT 
DAMAGES TO PROPERTY OR PERSON (WHETHER IN ONE INSTANCE OR A SERIES OF 
INSTANCES) EXCEED 1.25 TIMES THE AMOUNT PAID BY YOU FOR THE SOFTWARE OR 
SERVICES OUT OF WHICH SUCH CLAIM AROSE (OR $50 (U.S.) IF YOU RECEIVED THE 
SOFTWARE FREE OF CHARGE).  The above exclusions and limitations will not 
apply to claims relating to death or personal injury caused by the negligence 
of Licensor or its employees, agents or contractors.  In those jurisdictions 
that do not allow the exclusion or limitation of damages, including, without 
limitation, damages for breach of any implied terms as to title or quiet 
enjoyment of any Software obtained pursuant to this Agreement or for 
fraudulent misrepresentation, Licensor's liability shall be limited or 
excluded to the maximum extent allowed within those jurisdictions.


GENERAL TERMS

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

Reporting. SUSE or its Auditor (as defined below) has the right to verify 
Your compliance with this Agreement based on the applicable license metric 
and the Subscription Terms and Conditions located at 
https://www.suse.com/products/terms_and_conditions.pdf (“Subscription T&Cs”). 
You agree to: (1) implement internal safeguards to prevent any unauthorized 
copying, distribution, installation, use of, or access to, the SUSE Products 
and/or Subscription T&Cs, including materials provided under this Agreement; 
(2) keep records sufficient to certify Your compliance with this Agreement 
including the Subscription T&Cs, and, upon request of SUSE, provide and 
certify metrics and/or reports based upon such records and account for both 
numbers of copies (by product and version) and network architectures as they 
may reasonably relate to Your use, licensing and deployment of the SUSE 
Product, Subscription T&Cs; and (3) Allow a SUSE representative or an 
independent auditor ("Auditor") to inspect and audit Your, or Your 
contractor’s, computers and records during Your normal business hours for 
compliance with the terms of this Agreement and Subscription T&Cs. You shall 
fully cooperate with such audit and provide any necessary assistance and 
access to records and computers. If an audit reveals that Your subscription 
purchases have at any time been insufficient to cover each installation, use 
of, deployment of, or access to the Software, You will, within 30 days, 
purchase sufficient subscriptions to cover any shortfall without benefit of 
any otherwise applicable discount and subject to fees reflecting the duration 
of the shortfall. If a shortfall of 5% or more is found, You must reimburse 
SUSE for the costs incurred in the audit.

Transfer.  This Agreement and the associated licenses purchased for use of 
the Software may not be transferred or assigned without the prior written 
approval of Licensor. Any such attempted transfer or assignment shall be 
void and of no effect.  Please contact CRC@suse.com to request the transfer 
of licenses and assignment of this Agreement. 
Law. All matters arising out of or relating to this Agreement will be governed 
by the substantive laws of the United States and the State of Utah without 
regard to its choice of law provisions. Any suit, action or proceeding 
arising out of or relating to this Agreement may only be brought before a 
federal or state court of appropriate jurisdiction in Utah.  If a party 
initiates Agreement-related legal proceedings, the prevailing party will be 
entitled to recover reasonable attorneys' fees.  If, however, Your principal 
place of business is a member state of the European Union or the European 
Free Trade Association, (1) the courts of Ireland shall have exclusive 
jurisdiction over any action of law relating to this Agreement; and (2) where 
the laws of such country of Your principal place of business are required to 
be applied to any such action of law the laws of that country shall apply.  
The application of the United Nations Convention of Contracts for the 
International Sale of Goods is expressly excluded.

Entire Agreement.  This Agreement, together with any other purchase documents 
or other agreement between You and Licensor, sets forth the entire 
understanding and agreement between You and Licensor and may be amended or 
modified only by a written agreement agreed to by You and an authorized 
representative of Licensor.  NO THIRD PARTY LICENSOR, DISTRIBUTOR, DEALER, 
RETAILER, RESELLER, SALES PERSON, OR EMPLOYEE IS AUTHORIZED TO MODIFY THIS 
AGREEMENT OR TO MAKE ANY REPRESENTATION OR PROMISE THAT IS DIFFERENT FROM, 
OR IN ADDITION TO, THE TERMS OF THIS AGREEMENT. 
 
Waiver.  No waiver of any right under this Agreement will be effective unless 
in writing, signed by a duly authorized representative of the party to be 
bound.  No waiver of any past or present right arising from any breach or 
failure to perform will be deemed to be a waiver of any future right arising 
under this Agreement.

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

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

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