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LICENSE
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LICENSE
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PLEASE NOTE THAT THE TERMS OF THIS END USER LICENSE AGREEMENT SHALL GOVERN YOUR
USE OF THE SOFTWARE, REGARDLESS OF ANY TERMS THAT MAY APPEAR DURING THE
INSTALLATION OF THE SOFTWARE.
1. DEFINITIONS
1.1 “Documentation” means, collectively, the operation instructions, release
notes, user manuals and/or help files for the Software in electronic or written
form.
1.2 “Software” means software products that are licensed to you under this
EULA, including, but not limited to, any related components purchased or
provided with the Software, Documentation, and any maintenance releases
thereto. This includes, but is not limited to, the “Cluster Software” (see
1.3).
1.3 “Cluster Software” means the software which runs on the servers which
provides the data replication, failover, scalability and general management of
the servers.
1.4 “The Company” means Hybrid Logic, Ltd.
2. GRANT AND USE RIGHTS FOR SOFTWARE
2.1 License Grant. The Software is licensed, not sold. Subject to the terms of
this EULA, The Company grants you a non-exclusive, non-transferable license,
without rights to sublicense, to use the Software in the country where you are
invoiced in accordance with the Documentation and license model (per CPU
socket) for which you have paid the applicable license fees. You may allow
third party consultants or contractors to access and use the Software on your
behalf solely for your internal business operations, provided, they are bound
by an agreement with you protecting The Company's intellectual property with
terms no less stringent than this EULA and you ensure that such third party use
of the Software complies with the terms of this EULA. If you upgrade or
exchange the Software from a previous validly licensed version, you must cease
use of the prior version of that Software. You agree to provide written
certification of destruction of the previous version of the Software upon The
Company’s request.
2.2 Restrictions. Except as expressly permitted by this EULA or by applicable
law, You may not (i) sell, lease, assign, license, sublicense, distribute or
otherwise transfer in whole or in part the Software; (ii) permit any use of or
access to the Software by any third party, (iii) operate the Software on behalf
of or for the benefit of any third party, including the operation of any
service that is accessed by a third party, except that, for the purposes of
this Section 2.2(iii), you may use the Software to deliver hosted services to
your affiliates that are directly or indirectly controlled by, or are under
common control with you. “Control” in this Section 2.2(iii) means an ownership,
voting or similar interest representing fifty percent (50%) or more of the
total interests then outstanding of the relevant entity; (iv) decompile,
disassemble, reverse engineer, or otherwise attempt to derive source code from
the Software; (v) modify or create derivative works based upon the Software; or
(vi) create, develop, license, install, use, or deploy any software or services
to circumvent, enable, modify or provide access, permissions or rights which
violate the technical restrictions in the Software. If you wish to exercise any
rights to reverse engineer to ensure interoperability in accordance with
applicable law, you must first provide The Company with written notice and all
reasonably requested information to support@hybridcluster.com within 30 days
and permit The Company to assess your claim and, at The Company’s sole
discretion, to make an offer to provide alternatives that reduce any adverse
impact on The Company’s intellectual property or other rights.
2.3 Third-party Software. You are responsible for separately obtaining and
complying with any licenses necessary to operate third-party software,
including but not limited to application programs which the Software enables
you to run.
3. TITLE
The Company retains all right, title, and interest in and to the Software and
all related intellectual property rights. The Company retains all rights not
expressly granted to you in this EULA.
4. SUPPORT AND SUBSCRIPTION SERVICES
The Company does not provide any support or subscription services for the
Software under this EULA. You have no rights to any updates, upgrades or
extensions or enhancements to the Software developed by The Company unless you
separately purchase The Company support or subscription services. These support
or subscription services are subject to The Company’s then-current Support and
Subscription Contract Terms and Conditions.
5. TERMINATION
The Company may terminate this EULA immediately upon notice if you fail to
comply with any term of this EULA. In the event of termination, you must remove
and destroy all copies of the Software, including all backup copies, you own,
possess or control. Any obligations to pay fees incurred prior to termination
and Sections 1, 2, 3, 6, and 7 of this EULA shall survive termination for any
reason.
6. LIMITED WARRANTY AND LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT MANDATED BY LAW, THE COMPANY AND ITS LICENSORS PROVIDE
THE SOFTWARE WITHOUT ANY WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, STATUTORY,
OR IN ANY OTHER PROVISION OF THIS EULA OR COMMUNICATION WITH YOU, AND HYBRID
LOGIC, LTD. AND ITS LICENSORS SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
6.2 LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT MANDATED BY LAW, IN NO EVENT
WILL THE COMPANY AND ITS LICENSORS BE LIABLE FOR ANY LOST PROFITS OR BUSINESS
OPPORTUNITIES, LOSS OF USE, BUSINESS INTERRUPTION, LOSS OF DATA, OR ANY OTHER
INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES UNDER ANY THEORY OF
LIABILITY, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, PRODUCT LIABILITY, OR
OTHERWISE. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION
OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE PRECEDING LIMITATION
MAY NOT APPLY TO YOU. THE COMPANY’S AND ITS LICENSORS’ LIABILITY UNDER THIS
EULA WILL NOT, IN ANY EVENT, EXCEED THE LICENSE FEES YOU PAID FOR THE SOFTWARE,
IF ANY. THE FOREGOING LIMITATIONS SHALL APPLY REGARDLESS OF WHETHER THE COMPANY
OR ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND
REGARDLESS OF WHETHER ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
7. GENERAL
7.1 Entire Agreement. This EULA represents the entire agreement between the
parties with respect to the Software, and supersedes any prior or
contemporaneous oral or written agreements concerning the subject matter
contained herein.
7.2 Headings. Headings under this EULA are intended only for convenience and
shall not affect the interpretation of this EULA.
7.3 Waiver and Modification. No failure of either party to exercise or enforce
any of its rights under this EULA will act as a waiver of those rights. This
EULA may only be modified, or any rights under it waived, by a written
agreement executed by the party against which it is asserted.
7.4 Severability. If any provision of this EULA is found illegal or
unenforceable, it will be enforced to the maximum extent permissible, and the
legality and enforceability of the other provisions of this EULA will not be
affected.
7.5 Governing Law. This EULA is governed by the laws of the United Kingdom,
unless mandated by other law.
7.6 Contact Information. Please direct legal notices or other correspondence to
Hybrid Logic, Ltd., 29 Devizes Road, Swindon, Wiltshire, SN1 4BG. If you have
any questions concerning this EULA, please send an email to
support@hybridcluster.com.