The Aptean Software License Terms Exhibit governs “all on premise perpetual and/or subscription Software licenses previously and subsequently ordered by Customer”, and is incorporated into the Master Solution Agreement through the Order Form.[1] The exhibit covers two things: the licence grant and its restrictions (section 2), and Maintenance Services (section 3). Renewal Terms, Equipment and Professional Services are separate exhibits that often accompany it.
Editions
The exhibit does not distinguish product editions. It distinguishes the term of the licence, which the Order Form states: perpetual, or for the period in the Order Form. The licence is granted “for the period of time set forth in the applicable Order Form”.[1] Product-edition names, such as the Made2Manage, Traverse, Ross or ProcessPro editions of Aptean’s ERP products, are named on aptean.com product pages, while the contract identifies the licensed product from the Order Form. See Aptean licensing for the product directory.
Metrics
The licence permits the Software “to be accessed or used according to the License Configuration”, which is the set of components, metrics, optional modules and languages in the Order Form.[1][3] The metrics the MSA names are the Named User License, the Concurrent User License and a transaction, server, device, database or application count: Transaction, Server, Device, Database or Application License. For counting questions, see Named user licensing and Concurrent and device licensing.
The exhibit adds a user-responsibility clause: the customer “shall ensure all Users, including any third-party service providers, shall abide by these Terms and Conditions” and is responsible for any violation.[1] Third parties who provide services through the Software must also be pre-approved in writing as Third Party Servicers, as set out in the MSA.[3]
Licence grant and restrictions
Aptean grants “a personal, limited, non-exclusive, non-transferable, non-assignable license, without right of sublicense” to install the Software and Service Deliverables on a certain number of servers owned or leased by the customer and “maintained for access solely by the Customer”. It also permits the Software to be accessed or used under the License Configuration “solely for Customer’s internal business purposes”.[1] Catalog proof: On-premise licence is personal, limited and for installation on customer servers.
Several limits bear directly on a compliance position:
- Affiliates are not covered by default. Unless the Order Form says otherwise, the licence “is granted solely to the Customer and not to any of its Affiliates”.[1] Catalog proof: Licence is granted to the Customer and not its Affiliates by default.
- Copies. One copy may be made for archival and back-up purposes, and executable copies “may be used for development and testing purposes only”.[1] Catalog proof: Executable copies may be used for development and testing only.
- Hosting and virtualization. The customer may not use the Software “on a service bureau or time-share basis or as an application service provider”, and may not “host, virtualize or otherwise provide access to or enable use of” the Software by individuals not permitted under the Agreement.[1] The clause is a use restriction, not a partitioning metric. Catalog proof: Hosting, virtualizing or service bureau use is restricted.
- Other restrictions. No circumvention of licensing controls, no reverse engineering, no benchmark disclosure to third parties, no use of the Software to develop or enhance a competing product “in Licensor’s determination”, and no use that would violate law.[1]
- Suspension. If the customer’s account becomes more than 30 days past due, Aptean may suspend the licence and Maintenance Services without prior notice.[1]
Maintenance Services
“Maintenance Services” are “the maintenance and support services provided to Customer by Licensor according to Licensor’s maintenance and support policy for the applicable Software”; “Maintenance Releases” are updates and version releases that Aptean generally makes available as part of those services.[1] The Maintenance and support policy itself is a separate document that the exhibit refers to and does not reproduce.
The commercial rules sit in section 3:
- Automatic renewal. After the Maintenance Term, Maintenance renews for successive one-year periods unless the customer gives at least 90 days advance written notice. Aptean invoices annually in advance and the fees are non-refundable.[1]
- No reduction. The customer “may not reduce the number of licenses covered by Maintenance Services”. Aptean “may agree to decommission licenses” only “in exceptional cases” and subject to a reduction fee.[1] Catalog proof: Maintenance cannot be reduced and auto-renews yearly.
- Additional products. If the customer licenses additional software products during the term, it agrees to renew the term for those products too.[1]
- Early cancellation. If the customer cancels Maintenance before the end of the Maintenance Term it must “immediately pay the outstanding maintenance fees that Licensor would have received for the entire Maintenance Term”, described as liquidated damages and not a penalty.[1] Catalog proof: Cancelling Maintenance early makes remaining fees payable.
- Who may maintain. Maintenance may be provided only by Aptean, its Affiliates or approved third-party servicers whose contracts contain confidentiality, ownership and use-only-for-the-customer terms.[1] Third-party maintenance is therefore constrained.
- Third Party Software. Aptean’s duty is limited to “commercially reasonable efforts to obtain Maintenance Releases from its third party suppliers”.[1]
Counting / floors: Renewal Terms Exhibit
The Renewal Terms Exhibit adds multi-year commitments for Hosting, licence, SaaS Subscription and Maintenance. The customer commits to the term in the “Long Term Subscription” or “Term Maintenance” box on the Order Form for the entire number of years (the Commitment Period). Discounted fees in those boxes are offered “solely in reliance upon Customer’s commitment”.[2] Catalog row: Long Term Subscription and Term Maintenance commitment.
| Rule | What the exhibit says |
|---|---|
| Product coverage | A product not listed in the Order Form is not included in the pricing, and additional fees apply; licences cannot be reduced, and exceptionally may be decommissioned for a reduction fee[2] |
| New products | Additional Software products licensed in the period renew with the Renewable Products[2] |
| Early cancellation | Customer pays the outstanding annual fees for the Commitment Period, less amounts already paid, as liquidated damages[2] |
| Renewal | One-year renewals unless either party gives 90 days notice[2] |
| Fee increases | Aptean may increase fees for each renewal period after the Commitment Period, with no pricing caps, formulas or indexes beyond it[2] |
Catalog proof: Early cancellation of a Commitment Period makes remaining annual fees payable; Fees can rise at renewal with no pricing caps; Adding software during a Commitment Period extends its term.
Virtualization & partitioning
There are no processor, socket or core definitions in the Software License Terms Exhibit or the MSA. The relevant constraints are the server restriction (installation on servers owned or leased by the customer) and the hosting restriction above. A customer that hosts the software with a managed service provider should check that the arrangement fits both the Third Party Servicer rule and the restriction on providing access to individuals not permitted under the Agreement.[1][3]
Cloud / BYOL
The exhibit has no bring-your-own-licence conversion. A customer who wants Aptean to host the Software takes the Hosted Services Terms or a SaaS Subscription instead, covered in Aptean SaaS, Premium SaaS and Hosted Services terms. The Third Party Terms index lists third-party software terms, such as the Microsoft Product Terms, that apply to components Aptean resells or distributes.[7]
Programs
Software Evaluation License. An evaluation agreement grants “a limited, personal, non-exclusive, non-transferable license during the Term” to use the software in the Order Form “solely for the purposes of testing and evaluating”. It excludes maintenance and support, is on an “AS IS” basis, limits access to Customer employees directly involved in the evaluation, and bars publishing evaluation results without consent. The customer is responsible for third-party licences, including the Microsoft products the agreement references.[6] Catalog proof: Evaluation licence is for testing by directly involved employees only.
Equipment. Where Aptean sells or licenses third-party hardware, the Equipment Exhibit applies. Equipment is delivered “ex works”, the customer must test it within five business days of receipt or it is deemed accepted, and warranties come solely from the third-party supplier. Licensed Equipment must be returned at the end of the term, and if not returned in good condition within 14 days of Aptean’s request the customer pays replacement or repair.[4] No Equipment maintenance is provided unless the Order Form says so, and where ordered it renews yearly unless 90 days notice is given.[4] Catalog proof: Equipment is deemed accepted after five business days of testing.
Professional Services. Services are scoped by a Statement of Work or Order Form. Unless the SOW says otherwise they are billed on a time and materials basis at SOW rates, payable within 30 days. Customization deliverables have a 30-day acceptance window, with deemed acceptance if no rejection notice is given, and changes follow a Change Order Form.[5] Aptean makes no warranty that customization deliverables will be compatible with future releases and the customer may need to buy more hours to resolve compatibility issues.[5] Catalog proof: Professional Services are billed time and materials by default; Customization deliverables are accepted after 30 days unless rejected.
Audit
The audit right in the MSA applies to on-premise software: Aptean may audit records and computer systems relevant to use of Software or Equipment upon reasonable suspicion of misuse.[3] Evidence for a defensible position is the License Configuration, installed server and user counts, and the Maintenance coverage list. See Software licence audit.
Out of scope
This article does not cover the Maintenance and support policy referred to by the exhibit (not reproduced in the documents reviewed), perpetual licence prices, or legacy brand agreements such as older North American and EMEA licence documents that the Legal Center lists as downloadable PDFs only.