Section 1 are just definitions (though mysteriously not all the definitions) and they are definitely in the wrong place in this document, they should be at the end. It is bizzare that a company that speaks about Web 2.0 and tries to push something called Web 3.0 can't even manage to use links within their online documents to make it easy to read. If a word needs to be defined then why isn't it linked to a definition? The answer is obviously that these documents are written by legal folks who do NOT use Web 2.0/3.0 and you have to fight with them just to use web 1.0 technologies. I think this is very telling myself, it says to me that this leading ECM company really doesn't use the technology they push.

Section 2: Open Text retains ownership of all software, you are only provided a license to use it under the terms and conditions listed below.

Section 3 is particularly badly worded: Confusingly, this section says that a developer may only use a single desktop, may not share that desktop with anybody else (which fo course includes other developers) ... I guarantee this section is regularly infringed. The intent is to say that a developer license may create new software using the OTC software as a building platform and that the developer is the owner of said software. Section 3.5, however, essentially gives Open Text the right to take that software, make some "modifications" to it and sell it as their own (I don't believe that is the intended meaning but that seems to be how it would play out).

Section 4.1: This section says that server-based solutions (like Content Server) may be used on as many different servers and as many times on a particular server as desired but ONLY as part of the application. It may not, for instance, be on a server so that other's can download it (another provision I imagine is broken many times over)

Section 4.2: Every user must be licensed somehow, there are two kinds of user licences: Named Users and Concurrent Users defined in 4.6 (sigh, why not in section 1?).

Section 4.3: This just says you can't share a license, it is good for one user on one application only. Regardless of Named User or Concurrent User, each license refers to a single use on a single application at a time.

Section 4.4:  Says that despite what they just said in 4.1 there are some software that you cannot install on multiple servers or even multi-processors without multiple licenses. It does not indicate which software that might be nor how one determines whether the software you are using applies. This may apply regardless of any other form of user licenses (Named or Concurrent users).

Section 4.5: Essentially says that there are some software which are not included in the general Named or Concurrent User license -- developer, system administrator and support software and (confusingly) the documentation for the same.

Section 4.6: Defines Concurrent User License in terms of how many people may "access or use" the software at any point in time. This should equate to a transaction in the run queue but it is not 100% clear (is reading the output of a transaction "use" of the software?). What is clear is that "Documentation" is included and yet it is seemingly impossible to know how many people are reading documentation at any particular time and so I do not believe this is enforceable. 

Section 5: This myseriously lists other desktop-based software and applies the same sort of limited use license that applies as in section 4.

Section 6: This is an important section that says a Named User License applies to a system account and as long as that account exists within the system the License allocated for that account remains in force. This is saying, for instance, that even if an employee has left the company, the license they used to access OTC software remains used and cannot be reallocated to a new employee until and unless the former employee's account is removed including reassigning all objects owned by the former account. It also requires customers to keep a formal record of the allocation of licenses.

Section 7: This is all supplemental license information for "Vignette" software (and is probably a good indication of why OTC purchased Vignette and not the other way around). 7.1.1 offers yet more definitions including 6 new ones for "CPU"!, 7.1.2 essentially says that there may be a  multitude of 3rd party software licenses associated with a Vignette solution and that each are in force (in other words, any OTC license doesn't alter other licensees that might apply). Section 7.1.3: Says that some software is provided to integrate with other 3rd party services and said software may only be used for the intended purpose and application. Thus, for instance, the "connectors" cannot be used to connect the 3rd party service to a non-OTC solution. It also says that the connector doesn't provide a license to use the 3rd party software. 7.1.4 says that OTC has the right to retroactively charge a Vista customer if and when the "Limits" of the license (without yet listing the limits) are breached. 7.1.5 says that you can use a license for one production use and up to three development uses and must restrict access on dev servers according to production server licenses. 7.1.6 seem to equate "User Authorization" to Named User Licenses and says each person requires one. 7.1.7 provides a number of applications to which per CPU licensing applies and then says that every physical or virtual CPU (or CPU core) requires a separate license appropriate to that CPU type (1 of four).

Section 7.2.1 essentially repeats from previous statements that this is a license not a purchase, ownership remains with OTC and any breach of license allows OTC to retroactively charge a customer to bring up to compliance. 7.2.2 and 7.2.3 are about providing search to Vignette -- before OTC bought it they used Autonomy's IDOL server, they now use Open Text's own Content Server for limited use. 7.2.2 limits the use of Content Server to just searching of Vignette content and 7.2.3 says that any existing Autonomy licences only refer to existing Vignette instances.

Section 7.2.4.1 oddly seems to suggest that there is no way to use "Vignette Process Workflow Modeler" in a development context, all uses are production use.

Section 7.2.4.2 says that you can never have more than 10 "Vignette Rich Media Workgroup Edition" NAMED users otherwise you must use "Vignette Rich Media Enterprise Edition" and 7.2.4.3 says you must have a license for each user (which is just another repeated condition)

Section 7.2.5 says two things: 1) all use of Vignette Developer is considered a Production Use and Vignette may have embedded and provided software from a 3rd party that customers of Vignette Portal may not use (???)

Section 7.2.6 provides for unlimited consumer, read-only access to content created by Vignette Dialog  as long as that is the only access available to them

Section 7.2.7 applies to Vignette IDM, the scan/capture (COLD/ERP) solution, IDM seems to have a license conflict with a non-Unix (presumably that means Microsoft Windows) version ... essentially this says you can have a non-Unix version but you'll have to pay for a 3rd party license that Open Text will broker. 7.2.7.2  "Vignette IDM Storage Manager for Jukebox" will cost more on a Solaris server due to license conflicts (probably Vignette bought/licensed the original code from Sun).

7.2.7.3 applies to Oracle's "Outside In Viewer Technology" included with Vignette IDM, it remains Oracle's property and Open Text has the right to share the results of any customer audits with Oracle. This section also states Oracle as a " third party beneficiary of the Agreement" and that means that Oracle has the right to sue the customer directly for breach of contract, this is unusual in a EULA, a fact that is reinforced by the final statement that it excludes the application of the Uniform Computer Information Transactions Act.

Section 7.2.8 is around Vignette Community Programs, the social media aspect of Vignette software. 7.2.8.1 is similar to 7.2.2, it limits the license of Vignette Collaboration to just the content that the Community Programs create ... It sounds like the Web 2.0 layer was built on top of the core collaboration server and the license limits use of that collaboration server to just the Community Programs, it can't be leveraged to solve other problems. 7.2.8.2 talks about the inclusion of Vignette Portal, limits its use as in 7.2.8.1 and repeats earlier limitations regarding Vignette Portal. 7.2.8.3 ridiculously states that OTC does not own the content by customers of Vignette Community Programs (but they don't own any of that content anyway).

Section 7.2.9 simply and specifically defines the four scanner station types of low, medium, high, and ultra ... presumably this has an effect on an  invoice

Section 7.2.10 speaks to the Vignette Integration Programs,7.2.10.1 is yet more definitions, 7.2.10.2 suggests that OTC delivers some "adapters" with the software that customers must license for use separately from the Vignette software on a 1:1 basis while other provided adapters have no use restrictions beyond requiring a licensed user.

Section 8.1 gives OTC the right to enforce and monitor this EULA automatically using software keys and unspecified "monitoring devices"

Section 9.1 applies only to US Government use and it essentially says that the US Government is like any other customer

Section 10.1 repeats that the documentation is also part of the license and so this is probably breaking license. 10.2 absurdly restricts customers to a single backup copy, yet most Enterprise Backup Programs would see a number of backup copies as a matter of course. It is doubtful that many companies are compliant to this section.

Section 11.1 contains further restrictions: it cannot be sold, transferred or redistributed to anybody else. It may not be used to provide a service to any non-licensed users or charge a fee for access (though one might argue that in-house, cross-departmental billing is charging a fee, this intends to stop use of the software to internal business use only). It also forbids use of the software for anything related to air travel, nuclear facilities,  medical/surgical use, or any other place where the software could "create a situation where personal injury or death could occur" (that sort of software take a great deal more effort to test and validate than is typical for Commercial Off The Shelf software of any kind). An bizarrely it states that customers may not disassemble or otherwise try to determine the source code, but Content Server is full of human readable OScript and customers are encouraged to read that ... in other words, Open Text routinely tells it's customers to break this section.

Section 11.2 says that all software created for use on OTC solutions must be built using OTC development tools and licenses.

Section 11.3 says that you may not build or use software that interfaces with OTC software unless it is built to a licensed copy of the Application Programmers Interface ... I suspect this is intended to prevent the use of a program to work as proxy for users and thus potentially bypassing licenses but it has the effect of potentially denying access to the underlying data (for instance it could be illegal to modify the data within the database via a database administration interface, though that is not likely the intent).

Section 12 is a waste of words, it indicates that the specific software the EULA applies to for a customer is attached as Schedule A, that all software is priced separately and is subject to change, and that OTC is only responsible for the physical media containing their software up until the software is provided to the "Shipping Dock" of the customer (they are trying to say that if you lose it within your corporation that is your tough luck). Almost all of Open Text software is delivered electronically so this section is pretty much moot.

Section 13 simply says that any software and/or documentation provided under an optional support and maintenance program is covered by the same EULA. It also says the support program itself is governed by the "then current version" of the Software Maintenance Program Handbook.

Section 14 is about payment, 14.1 says customers must make "timely" payment and that the customer is responsible for any and all government levees like taxes and duties, even those that may be imposed post-sale. Open Text will pay the tax and bill the customer.

Section 14.2 says that Open Text has the right to retroactively charge the customer for any usage of software beyond that prescribed in this EULA and that customer agrees to pay Open Text upon receipt of an invoice. Open Text reserves the right to take other action as well.

Section 14.3 says that all quotations always exclude tax, freight, insurance, brokerage fees or any other incidental expenses AND that all invoices are in US dollars

Section 14.4 says that Open Text will invoice the customer as the software is shipped, customers have 30 days to pay, and that Open Text will charge 18% / year interest (or less if required by law) on outstanding balances.

Section 15 says that customers must create and maintain electronic records sufficient to show compliance to this EULA and that Open Text and external auditors hired by Open Text have a right to audit these records.Such audits shall be non-intrusive and .are to be done during standard business hours. Finally the section repeats earlier sections stating that any excess use of software found in these audits will see Open Text invoice the customer to the then-current list price.

Section 16 has been intentionally deleted

Section 17 is about Limited Warranties and it bizarrely references the intentionally deleted section 16 (though it may well be a typo meant to be self-referncial). 17.1 simply warrants that the physical media is free from defects ... that is that the CD / DVD is readable.

Section 17.2 says that the delivered software will be free of viruses (and if not new software will be provided) and that it will perform "substantially" as per documentation or else Open Text will fix/work around the error or as per Section 18, refund the license costs for that particular feature.

Section 17.3 tries to limit the warranty to only that which is controlled by Open Text, including the specific computing environments in which the software is supposed to work.

Section 17.4 tries to wiggle out of previous statements by stating that the software may have errors, some of which cannot be fixed, and may even have viruses that are known to exist. It would seem to attempt to invalidate all previous warranties.

Section 17.5 tries to further wiggle out of any responsibility not covered in 16.1 and 16.2 [sic] which presumably means section 17.1 and 17.2.

Section 17.6 adds yet more wiggling out of any Open Text responsibility that the purchased software is suitable or usable for anything at all.

Section 17.7 really shows the inconsistency of this EULA (and it proves that not even the WRITERS of EULAs read the damn things!); it basically states that where they aren't allowed to exclude explicit or implied warranties, they shall hold for 60 days and then goes on to say that section 17.3 speaks to liability amounts, which it does not.

Section 18.1 says that as long as the customer lets Open Text exclusively deal with all legal copyright suits brought against the software licensed from Open Text, then the customer will be free from all liabilities arising out of that suit. It is unclear how this jives with section 7.2.7.3. The customer must stay current with software releases and not make any statements about, for or on behalf of Open Text.

Section 18.2 again miss-attributes to a section 17.1 what should be 18.1. Section 18.3 is a waste of words saying that the liability is as it states elsewhere in the document (though it points to the wrong sections).

Section 19 is where Open Text tries to limit its liability to the cost of software only, no matter how the software behaves, what damage may be done because of it, or whether Open Text is aware that such damage can be done. Section 19.1 speaks to damages that might have occurred to a customer and section 19.2 speaks to damages that might have occurred to a 3rd party of a customer. Section 19.3 says that under no circumstance will Open Text accept liabilities beyond the total monies paid to Open Text by customer in license and support fees. It is very clear that Open Text will not sell a license without this section, though this important section has typos that ACTUALLY say section 18 where section 19 was meant.

Section 20 is about the term of this EULA, termination of this EULA and what sections survive termination of this EULA. 20.1 says that the term is in place from delivery date until it is explicitly terminated. Section 20.2 gives Open Text the right to terminate this agreement if and when the customer is in a position of or applying for protection from creditors, though it does NOT specify that the customer must owe Open Text money for this Termination For Default clause to kick in. Section 20.2 lists the sections of this EULA that survive termination. Specifically: Sections 1, 2.1 3.3, 3.4, 3.5, 11, and 12, together with Sections 14 through 21 inclusive,

Section 21 provides a series of special provisions and/or ancillary agreements between the parties...no so much to do with the software itself as it is about the parties involved.

21.1 regards Confidentiality and essentially says that you should guard and keep secret the software and the technical specifications of that software with the same care you would if it were your intellectual property.

21.2 is standard legalese that says the parties are independent from each other

21.3 refers to how this EULA can be altered, requiring a written copy signed by both parties (it should say "duly authorized signature"). It repeats that the Licensee may not assign the EULA to another without Open Text's prior written consent. It also bizarrely provides yet another definition.

21.4 disavows any other "preprinted" license that may exist and

21.5 states that this EULA shall be in effect for all Open Text software and that it must be accepted by a customer for said customer to be able to continue with the license or purchase any other software from Open Text (our way or the highway)

21.6 suggests that this EULA hasn't been vetted against the United Nations Convention On Contracts For The International Sale of Goods and is therefore excluded, this just stops any potential suit using this treaty's provisions.

21.7 sets the governing laws to be that of the Province of Ontario, Canada but OTC may seek injunctive relief from other courts of law as needed to protect their intellectual property. Either party is liable for court costs if they lose a suit they initiate.

21.8 says 1) that all payment obligations are unconditional but that all other obligations of both parties can be breached because of and during a force majeure event (an event or events truly outside the control of the breaching party).

21.9 is common legal language that tries to make this agreement in effect even when provisions of it are found to be non-enforceable.

21.10 people bound by this EULA are also bound by US and Canadian Export rules (some of the software uses high-grade encryption) .. these are the standard 8 bad-guy nations you'd expect on such a list, but it is the regulations in effect at any point in time that matter

21.11 is a complicated way of saying that some software provided by Open Text is actually licensed by Open Text from a 3rd party and that the EULA for that software may be different from this EULA. When that happens Open Text and the customer will amend this EULA to include the 3rd party EULA. It appears that this was put in place because of some use of Adobe PDF Library software.

21.12 specifically allows Open Text to use the customers name in a press release

21.13 explicitly denies a customer the right to share it's purchase with related but legally distinct business entities, It is worded in a way that would seem to deny the ability to use a hosting facility as it includes a "or any other party" phrase (but that may be unintended and is sure to be breached by many).

21.14 suggests that this EULA hasn't been vetted against the Uniform Computer Information Transactions Act and is therefore excluded, this just stops any potential suit using this treaty's provisions.

21.15 insists that any branding and/or notices put into the software by Open Text must remain visible and unaltered. This refers to "Powered By" buttons, copyright notices,icons, and names (of which there are many) that Open Text trademarks.

21.16 repeats that the software manifest that this EULA refers to will be provided as a schedule to the EULA and repeats that any preprinted terms on the back of a purchase order are null and void.

Section 22 does it's best to discard any prior EULA of any kind, this along with any signed ammendments and schedules is the entire EULA

Section 23 refers to Adobe Software's Acrobat Review and Commenting Connector, 23.1 also limits the copy to 1 backup and 23.3 carries the same liability exclusions around unsuitability for any purpose we've come to expect. Section 23.2 is the point of the section which is that some fonts provided by Adobe may not be used by customers without seeking a license from yet another 3rd party (or is that 4th party?)