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COMM-LICENSE
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END-USER LICENSE AGREEMENT
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IMPORTANT: THIS SOFTWARE END-USER LICENSE AGREEMENT ("EULA") IS A LEGAL AGREEMENT (“Agreement”) BETWEEN YOU (THE CUSTOMER, EITHER AS AN INDIVIDUAL OR, IF PURCHASED OR OTHERWISE ACQUIRED BY OR FOR AN ENTITY, AS AN ENTITY) AND CONTRIBUTED SYSTEMS. READ IT CAREFULLY BEFORE COMPLETING THE INSTALLATION PROCESS AND USING INSPEQTOR PRO AND RELATED SOFTWARE COMPONENTS (“SOFTWARE” OR INSPEQTOR PRO). IT PROVIDES A LICENSE TO USE THE SOFTWARE AND CONTAINS WARRANTY INFORMATION AND LIABILITY DISCLAIMERS. BY INSTALLING AND USING THE SOFTWARE, YOU ARE CONFIRMING YOUR ACCEPTANCE OF THE SOFTWARE AND AGREEING TO BECOME BOUND BY THE TERMS OF THIS AGREEMENT.
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In order to use the Software under this Agreement, you must activate and/or register your copy of the Software with the valid license key or activation code provided to you (“Product Key”) at the time of purchase, in accordance with the scope of use and other terms specified for each type of Software and as set forth in this Section 1 of this Agreement.
IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, THEN DO NOT INSTALL THE SOFTWARE AND RETURN THE SOFTWARE TO YOUR PLACE OF PURCHASE FOR A FULL REFUND.
1. License Grant
1.1 General Use and Restrictions. This Agreement grants you a non-exclusive, non-transferable, limited license to the use rights for the Software, without the right to grant sublicenses, subject to the terms and conditions in this Agreement. The Software is licensed, not sold.
1.2 Limited Use License.
(a) If you purchased the Software under a Limited Use License, you may install the Software on multiple Hosts. “Host” means any physical or virtual machine which is controlled by the you. The number of Hosts concurrently running the Software must not exceed the maximum number of Hosts authorized at the time of purchase. In order to concurrently run the Software on a number of Hosts that exceeds the maximum number of Hosts authorized, you must purchase a new license subscription that authorizes a greater number of Hosts.
(b) Under a Limited Use License, you agree that the Software will “phone home” daily to share diagnostic data with Contributed Systems (“Phone Home Feature”). You agree that Contributed Systems may use data from the Phone Home Feature to monitor your compliance with this Agreement. At all times in which you run the Software, you shall allow outbound network traffic between your Hosts and Contributed Systems for the purposes of the Phone Home Feature.
1.3 Unlimited Use License. If you purchased the Software under an Unlimited Use License, you may install the Software on any number of Hosts.
1.4 Archive Copies. You are entitled to make a reasonable amount of copies of the Software for archival purposes. Each copy must reproduce all copyright and other proprietary rights notices on or in the Software Product.
1.5 Electronic Delivery. All Software and license documentation shall be delivered by electronic means unless otherwise specified on the applicable invoice or at the time of purchase. Software shall be deemed delivered when it is made available for download by you (“Delivery”).
2. Restricted Uses. You shall not (and shall not allow any third party to): (a) decompile, disassemble, or otherwise reverse engineer the Software or attempt to reconstruct or discover any source code, underlying ideas, algorithms, file formats or programming interfaces of the Software by any means whatsoever (except and only to the extent that applicable law prohibits or restricts reverse engineering restrictions); (b) distribute, sell, sublicense, rent, lease or use the Software for time sharing, hosting, service provider or like purposes, except as expressly permitted under this Agreement; (c) remove any product identification, proprietary, copyright or other notices contained in the Software; (d) modify any part of the Software, create a derivative work of any part of the Software (except as permitted in Section 3.2), or incorporate the Software, except to the extent expressly authorized in writing by Contributed Systems; (e) publicly disseminate performance information or analysis (including, without limitation, benchmarks) from any source relating to the Software; (f) utilize any equipment, device, software, or other means designed to circumvent or remove any form of Product Key or copy protection used by Contributed Systems in connection with the Software, or use the Software together with any authorization code, Product Key, serial number, or other copy protection device not supplied by Contributed Systems; (g) use the Software to develop a product which is competitive with any Contributed Systems product offerings; or (h) use unauthorized Product Keys or keycode(s) or distribute or publish keycode(s) except as may be expressly permitted by Contributed Systems in writing.
3. Ownership. Notwithstanding anything to the contrary contained herein, except for the limited license rights expressly provided herein, Contributed Systems and its suppliers have and will retain all rights, title and interest (including, without limitation, all patent, copyright, trademark, trade secret and other intellectual property rights) in and to the Software and all copies, modifications and derivative works thereof (including any changes which incorporate any of your ideas, feedback or suggestions). You acknowledge that you are obtaining only a limited license right to the Software, and that irrespective of any use of the words “purchase”, “sale” or like terms hereunder no ownership rights are being conveyed to you under this Agreement or otherwise.
4. Fees and Payment. The Software license fees will be due and payable in full as set forth in the applicable invoice or at the time of purchase. Except as expressly set forth herein, all fees are non-refundable once paid. You shall be responsible for all taxes, withholdings, duties and levies arising from the order (excluding taxes based on the net income of Contributed Systems).
5. Support, Maintenance and Services. Subject to the terms and conditions of this Agreement, as set forth in your invoice, and as set forth on the Inspeqtor Pro support page(https://github.com/mperham/inspeqtor/wiki/Pro-Support), support and maintenance services may be included with the purchase of your license subscription.
6. Term of Agreement.
6.1 Term. This Agreement is effective as of the Delivery of the Software and expires at such time as all license and service subscriptions hereunder have expired in accordance with their own terms (the “Term”). For clarification, the term of your license under this Agreement may be perpetual, limited for Evaluation Version, or designated as a fixed-term license in the Invoice, and shall be specified at your time of purchase. Either party may terminate this Agreement (including all related Invoices) if the other party: (a) fails to cure any material breach of this Agreement within thirty (30) days after written notice of such breach, provided that Contributed Systems may terminate this Agreement immediately upon any breach of Section 2 or if you exceed any other restrictions contained in Section 1; (b) ceases operation without a successor; or (c) seeks protection under any bankruptcy, receivership, trust deed, creditors arrangement, composition or comparable proceeding, or if any such proceeding is instituted against such party (and not dismissed within sixty (60) days)). Termination is not an exclusive remedy and the exercise by either party of any remedy under this Agreement will be without prejudice to any other remedies it may have under this Agreement, by law, or otherwise.
6.2 Termination of Agreement. Upon any termination of this Agreement, you shall cease any and all use of any Software and destroy all copies thereof and so certify to Contributed Systems in writing.
6.3 Expiration of License. Upon the expiration of any term under this Agreement, (a) all Software updates and services pursuant to the license shall cease, (b) you may only continue to run existing installations of the Software, (c) you may not install the Software on any additional Hosts, and (d) any new installation of the Software shall require the purchase of a new license subscription from Contributed Systems.
7. Warranties
7.1 No Warranties.
(a) The Software is provided "as is," with all faults, defects and errors, and without warranty of any kind.
(b) Contributed Systems does not warrant that the Software will be free of bugs, errors, viruses or other defects, and Contributed Systems shall have no liability of any kind for the use of or inability to use the Software, the Software content or any associated service.
7.2 Disclaimer of Warranties. Contributed Systems disclaims all warranties, express, implied, arising by law or otherwise, regarding the Software, the Software content and their respective performance or suitability for your intended use, including without limitation any implied warranty of merchantability, fitness for a particular purpose.
8. Acknowledgements
8.1 Consent to the Use of Data. You agree that Contributed Systems and its affiliates may collect and use technical information gathered as part of the product support services. Contributed Systems may use this information solely to improve products and services and will not disclose this information in a form that personally identifies you.
8.2 Government End Users. If the Software and related documentation are supplied to or purchased by or on behalf of the United States Government, then the Software is deemed to be "commercial software" as that term is used in the Federal Acquisition Regulation system. Rights of the United States shall not exceed the minimum rights set forth in FAR 52.227-19 for "restricted computer software". All other terms and conditions of this Agreement apply.
9. Export Compliance. You agree to comply with all applicable laws and regulations, including laws, regulations, orders or other restrictions on export, re-export or redistribution of software.
10. Indemnification. You agree to defend, indemnify, and hold harmless Contributed Systems from and against any lawsuits, claims, losses, damages, fines and expenses (including attorneys' fees and costs) arising out of your use of the Software or breach of this Agreement.
11. Remedies
11.1 Exclusive Remedy. Your exclusive remedy and Contributed Systems’ entire liability for breach of this Agreement shall be limited, at Contributed Systems’ sole and exclusive discretion, to (a) replacement of any defective software or documentation; or (b) refund of the license fee paid to Contributed Systems, payable in accordance with Contributed Systems' refund policy.
11.2 Limitation of Liability
(a) Damages. In no event will Contributed Systems be liable for any direct, indirect, consequential, incidental, special, exemplary, or punitive damages or liabilities whatsoever arising from or relating to the Software, the Software content or this Agreement, whether based on contract, tort (including negligence), strict liability or other theory, even if Contributed Systems has been advised of the possibility of such damages.
(b) Maximum Liability. In no event will Contributed Systems' liability exceed the Software license price as indicated in the invoice. The existence of more than one claim will not enlarge or extend this limit.
12. Export Compliance. You agree to comply with all applicable laws and regulations, including laws, regulations, orders or other restrictions on export, re-export or redistribution of software.
13. General Provisions
13.1 Entire Agreement. This Agreement sets forth our entire agreement with respect to the Software and the subject matter hereof and supersedes all prior and contemporaneous understandings and agreements whether written or oral.
13.2 Amendment. Contributed Systems reserves the right, in its sole discretion, to amend this Agreement from time. Amendments to thie Agreement can be located at: https://github.com/mperham/inspeqtor/blob/master/COMM-LICENSE.
13.3 Assignment. You may not assign this Agreement or any of its rights under this Agreement without the prior written consent of Contributed Systems and any attempted assignment without such consent shall be void.
13.4 Governing Law. This Agreement is governed by the laws of the State of Oregon and the United States without regard to conflicts of laws provisions thereof, and without regard to the United Nations Convention on the International Sale of Goods or the Uniform Computer Information Transactions Act, as currently enacted by any jurisdiction or as may be codified or amended from time to time by any jurisdiction. The jurisdiction and venue for actions related to the subject matter hereof shall be the state of Oregon and United States federal courts located in Portland, Oregon, and both parties hereby submit to the personal jurisdiction of such courts.
13.5 Attorneys’ Fees and Costs. The prevailing party in any action to enforce this Agreement will be entitled to recover its attorneys’ fees and costs in connection with such action.
13.6 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, the remainder of this Agreement will remain in full force and effect.
13.7 Waiver. Failure or neglect by either party to enforce at any time any of the provisions of this licence Agreement shall not be construed or deemed to be a waiver of that party's rights under this Agreement.
13.8 Headings. The headings of sections and paragraphs of this Agreement are for convenience of reference only and are not intended to restrict, affect or be of any weight in the interpretation or construction of the provisions of such sections or paragraphs.
14. Contact Information. If you have any questions about this EULA, or if you want to contact Contributed Systems for any reason, please direct correspondence to [email protected].