License Agreement

Documentation / Standard Edition / License Agreement

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THE FOLLOWING TERMS AND CONDITIONS CREATE A SOFTWARE LICENSE AGREEMENT ("LICENSE AGREEMENT") BETWEEN MYARM (REFERRED TO AS COMPANY) AND THE INDIVIDUAL OR SINGLE ENTITY REFERRED TO HEREIN AS "YOU" OR "LICENSEE" FOR THE "LICENSED SOFTWARE" (AS DEFINED BELOW). PLEASE READ THESE LICENSE TERMS AND CONDITIONS CAREFULLY BEFORE INSTALLING OR USING THE LICENSED SOFTWARE. COMPANY IS WILLING TO GRANT LICENSEE THE FOLLOWING LICENSE TO USE THE LICENSED SOFTWARE ACCORDING TO THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT ONLY ON THE CONDITION THAT LICENSEE ACCEPTS ALL TERMS AND CONDITIONS IN THIS LICENSE AGREEMENT.

BY INSTALLING OR USING THE LICENSED SOFTWARE, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS LICENSE AGREEMENT, UNDERSTAND IT AND AGREE TO BE BOUND BY IT. IF YOU DO NOT AGREE TO ANY OF THE TERMS AND CONDITIONS BELOW, COMPANY IS UNWILLING TO LICENSE THE LICENSED SOFTWARE TO YOU AND YOU HAVE TO DESTROY ALL COPIES AND INSTALLATIONS OF THE LICENSED SOFTWARE. WITHIN TEN (10) DAYS AFTER YOUR RECEIPT OF THE LICENSED SOFTWARE, RECEIVE A REFUND OF THE PURCHASE PRICE. BY ASKING FOR A REFUND YOU STATE THAT YOU HAVE DESTROYED ALL COPIES OF THE LICENSED SOFTWARE.

Definitions

Licensed Software

"Licensed Software" means the company software components in binary form for which Licensee has paid the applicable per product or per module license fees together with user guides, build guides, reference manuals and other documentation accompanying such software components or otherwise made available by company (collectively, the "Documentation"), any executables delivered with the software components and any modified or updated versions of an of the foregoing made available to Licensee pursuant to Licensee's purchase of Upgrades and receipt of minor releases subject to companies maintenance and support policies.

Upgrades

"Upgrades" means major releases providing bug fixes, platform updates and major product enhancements or new features. Major releases are identified by a change in the first digit of the three digit release number (x.0.buildid.0).

Maintenance and Support

"Maintenance and Support" means the technical support and software maintenance services on the Licensed Software. It includes bug fixes, platform updates and minor product enhancements as contained in minor releases as well as email-support. Minor releases are identified by a change in the second digit release number (1.x.buildid.0), indicating minor product enhancements. Bug fix releases are identified by a change in the fourth digit number (1.0.buildid.x).

License Grants

Licenses

For each license that Licensee acquires to use the Licensed Software, Licensee will be provided with a license key which may be provided by company or its authorized distributors or resellers. The license key will contain information specific to the edition of Licensed Software, the type of license under which Licensee may use Licensed Software, an expire date when the license may expire and information about the node the Licensed Software may be executed. The type of license a Licensee may acquire according to this License Agreement is either a "Single Node License" or an "Evaluation License" all defined in this section of this License Agreement.

Single Node License

The terms of this section are applicable to the Licensee only if Licensee has purchased a Single Node License for the Licensed Software directly from company or a company authorized distributor or reseller as defined below. Subject to the terms and conditions of the License Agreement; Company grants to Licensee a non-exclusive, non-transferable, perpetual, limited right and license to:

  1. permit to install and use the Licensed Software on a per product or per module basis on nodes the Licensee purchased a Single Node License for.
  2. copy or have copied the Licensed Software as necessary for the purpose of exercising the rights granted under this section or for backup or disaster recovery purposes, provided that companies copyright notice and other proprietary rights notices are reproduced on each copy.

Evaluation License

In order to evaluate companies software components Licensee may install companies software components on a temporary basis for evaluation, non-commercial purposes only. An Evaluation License is limited to the period of time specified to Licensee by company. At the end of this period the license to use companies software components expires. With the Evaluation License company grants to Licensee a non-exclusive, non-transferable and limited right to use companies software components solely for evaluation purposes. The Evaluation License contains a timeout feature that disables its operation after its expiration. At the end of the evaluation period further use of the Evaluation License is prohibited without the purchase of a commercial license to obtain a valid license key for the Licensed Software. If Licensee does not purchase a license at the end of the evaluation period Licensee hereby agrees to permanently remove or delete the Evaluation License from all computer systems on which the Evaluation License was installed and destroy any software and documentation received.

License restrictions

General use limitations

All rights not specifically granted herein are retained by company. Licensee may not, nor may Licensee permit any other person or entity to use, copy, modify or distribute the Licensed Software (electronically or otherwise), or any copy, adaptation, transcription, or merged portion thereof, or the Documentation except as expressly authorized by company. Licensee may not modify or port the Licensed Software to operate on platforms other than those for which it has paid the appropriate fees. Licensee may not, nor may Licensee permit any other person or entity to, reverse assemble, reverse compile, or otherwise translate any binary forms of the Licensed Software, except to the extent applicable laws specifically prohibit such restriction. Licensee's rights may not be transferred, leased, assigned, or sub-licensed except for a transfer of the License Agreement in its entirety to

  1. a successor in interest of Licensee's entire business who assumes the obligations of this License Agreement or
  2. any other party who is reasonably acceptable to company, enters into a substitute version of the License Agreement and pays an administrative fee intended to cover attendant costs (new Single Node Licenses).

If Licensee uses, copies or modifies the Licensed Software or transfers possession of any copy, adaptation, transcription or merged portion thereof to any other party in any way not expressly authorized by company, all licenses under this License Agreement are automatically terminated.

Proprietary Protection

Company shall have sole and exclusive ownership of all right, title and interest in and to the Licensed Software and all modifications and enhancements thereof (including ownership of all trade secrets and copyrights pertaining thereto), subject only to the rights and privileges expressly granted to Licensee herein by company. This License Agreement does not provide Licensee with title or ownership of the Licensed Software but only a right of limited use.

Maintenance and Support of Licensed Software

Company or its authorized resellers shall provide Maintenance and Support on Licensed Software. Maintenance and Support services provided by company are provided in accordance with companies maintenance and support policies which are subject to change. Maintenance and support is limited to platforms listed on companies current product information which is also subject to change. Other support is available from company on the basis of special maintenance agreements to be negotiated.

Upgrades of Licensed Software

Company shall provide Upgrades on the Licensed Software on the basis of a separate Upgrade Subscription Agreement or on a case by case basis. The provision of Upgrades (major releases) occurs under sole discretion of company.

Limited Warranty, Disclaimer and Limitation of Liability

Limited Warranty

Company warrants to Licensee that the unaltered Licensed Software when used as permitted under the License Agreement and in accordance with the instructions in the Documentation will operate substantially as described in the Documentation for a period of ninety (90) days from the date of delivery (the "Software Warranty Period". The Licensed Software is provided to Licensee as binary code and is for use by sophisticated individuals and company does not warrant that use of the Licensed Software will be uninterrupted or error-free, that all errors will be corrected or that use of the Licensed Software will meet Licensee's needs. Company will, at its own expense and as its sole obligation and Licensee's sole and exclusive remedy for an breach of this warranty, use commercially reasonable efforts to correct any reproducible error in the Licensed Software reported to company by Licensee in writing during the Software Warranty Period. Provided, however, that no such error correction provided to Licensee will extend the original Software Warranty Period. If company determines that it is unable to correct the error, company may upon approval by Licensee refund to Licensee the fees paid by the Licensee for the defective Licensed Software and terminate the License Agreement and all licenses granted herein. In the event Licensee does not approve of such refund and termination of the License Agreement, Licensee will be entitled to keep the Licensed Software and use it pursuant to the licenses granted herein. Provided, however, that company will not be obligated to provide Maintenance and Support for the Licensed Software that is impacted by the reported defect.

Exclusions

The limited warranty set forth above will not apply to defects resulting from or because of modifications made to the Licensed Software by anyone other than company. Misuse, failure of media not furnished by company, operation with media, software or equipment not authorized by company in the Documentation or not meeting or not maintained in accordance with the supplier's specifications or causes other than ordinary use. The warranty set forth above will not be enlarged, diminished or affected by and no obligation or liability will arise from, company's rendering of technical advice, assistance or service in connection with Licensee's selection or use of the Licensed Software.

Disclaimer

EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN PREVIOUS SECTION ABOVE, THE LICENSED SOFTWARE IS PROVIDED "AS IS", WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND. COMPANY SPECIFICALLY DISCLAIMS ALL OTHER PROMISES, REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE OR COURSE OF DEALING.

Limitation of Liability

THE CUMULATIVE LIABILITY OF COMPANY TO LICENSEE FOR ALL CLAIMS RELATING TO THE LICENSED SOFTWARE AND THIS LICENSE AGREEMENT, INCLUDING ANY CAUSE OF ACTION SOUNDING IN CONTRACT TORT, OR STRICT LIABILITY, SHALL NOT EXCEED THE TOTAL AMOUNT OF ALL LICENSE FEES PAID TO COMPANY HEREUNDER. THIS LIMITATION OF LIABILITY IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS LICENSE AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INADEQUATE. COMPANY SHALL HAVE NO LIABILITY FOR LOSS OF DATA OR DOCUMENTATION, IT BEING UNDERSTOOD THAT LICENSEE IS RESPONSIBLE FOR REASONABLE BACKUP PRECAUTIONS. IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY LOSS OF PROFITS; ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES; OR ANY CLAIMS OR DEMANDS BROUGHT AGAINST LICENSEE. THIS LIMITATION UPON DAMAGES AND CLAIMS IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS LICENSE AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE. LICENSEE MAY HAVE ADDITIONAL RIGHTS UNDER CERTAIN LAWS (E.G. CONSUMER LAWS) THAT DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF SUCH LAWS APPLY, CERTAIN EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO LICENSEE; HOWEVER, ALL OTHER RESTRICTIONS AND LIMITATIONS SHALL REMAIN IN EFFECT.

Termination

Term

The term of this License Agreement will begin as of the date that Licensee receives the Licensed Software and will remain in effect perpetually unless terminated under this section.

Termination of Convenience

Licensee may terminate this License Agreement for any reason or for no reason by giving company thirty (30) days written notice.

Termination for Cause

Company may terminate this License Agreement if Licensee breaches its obligations hereunder. Company will effect such termination by giving Licensee notice of termination, specifying therein the alleged breach. If the breach is curable, Licensee will have a grace period of thirty (30) days after such notice is served to cure the breach described therein. If the breach is cured within the thirty (30) day grace period, the this License Agreement will remain in effect. Otherwise, this License Agreement will automatically terminate upon the conclusion of the thirty (30) day grace period.

Effect of Termination

Upon termination of the License Agreement for any reason the following terms shall apply:

  1. All rights granted under this License Agreement will immediately terminate and Licensee must immediately stop all use of the Licensed Software.
  2. Licensee must destroy all copies of the Licensed Software provided to or made by or on behalf of Licensee, and will, within ten (10) days after the effective date of termination, provide company with written certification that all such copies have been returned or destroyed.
  3. All provisions of this License Agreement with the exception of the licenses granted in section License Grants, Maintenance and Support obligations set forth in Section Maintenance and Support and Upgrade obligations set forth in Section Upgrades will survive termination of this License Agreement for any reason. Termination of the License Agreement will not affect Licensee's obligation to pay all amounts accrued hereunder prior to the effective date of termination.

Miscellaneous

Severability

If any term or provision of the License Agreement is found to be invalid under any applicable statute or rule of law, then, that provision notwithstanding the License Agreement will remain in full force and effect, and in such event, such provision will be changed and interpreted so as to best accomplish the objectives of such unenforceable or invalid provision within the limits of applicable law or applicable court decisions.

Governing Law/Forum selection

The License Agreement and the parties' rights and obligations hereunder shall be solely and exclusively construed, interpreted and enforced under and in accordance with the laws of Germany, without any reference to conflicts of law principles. Any and all disputes between the parties that cannot be amicably resolved, arising under, out of, or otherwise relating to the License Agreement, Licensed Software or any services provided by company to Licensee shall be brought and resolved solely and exclusively in the courts located in Frankfurt/Main, Germany. Both parties hereby irrevocably consent to the jurisdiction of such courts and service of process connection therewith. Any judgement rendered by such courts my be entered and enforced by any court having jurisdiction over the party against which an award is entered or its assets. Both parties hereby irrevocably waive any objections to the jurisdiction of such courts based on any ground, including without limitation improper venue or forum non convenience.

Export Law

Licensee may not use or otherwise export or re-exports the Licensed Software except as authorized by German law and the laws of the jurisdiction in which the Licensed Software was obtained.

English Language

The parties hereto have expressly required that the present License Agreement be drawn up in the English language.

Apache Software Foundation License

The licensed software includes software (APR) licensed under the Apache License Version 2.0. Please refer to the ASF-LICENSE document within the distribution of the licensed software.

Copyright notice

THE LICENSED SOFTWARE IS PROTECTED BY COPYRIGHT LAW AND INTERNATIONAL TREATY. UNAUTHORIZED REPRODUCTION OR DISTRIBUTION IS SUBJECT TO CIVIL AND CRIMINAL PENALTIES.

Copyright 2005-2015MyARM. All Rights Reserved.