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license.txt
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license.txt
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Revised 11/27/2013
DataNitro Inc.
SOFTWARE LICENSE AND SUPPORT AGREEMENT
This Software License and Support Agreement (this "Agreement") is entered into as of the Effective Date (as defined below) by and between You ("Customer"), and DataNitro Inc. ("Company"), and describes the terms and conditions pursuant to which Company will license to Customer and support certain Software (as defined below).
In consideration of the mutual promises and upon the terms and conditions set forth below, the parties agree as follows:
1. Definitions
1.1 "Users" means all end users of the Software licensed to Customer under this Agreement.
1.2 "Confidential Information" means this Agreement and all its Attachments, any addenda hereto signed by both parties, all Software listings, Documentation, information, data, drawings, benchmark tests, specifications, trade secrets, object code and machine-readable copies of the Software, source code relating to the Software, and any other proprietary information supplied to Customer by Company.
1.3 "Documentation" means any user instructions, manuals or other materials, and on-line help files regarding the use of the Software that are generally provided by Company in connection with the Software.
1.4 "Equipment" means any computer system, including peripheral equipment on operating system software.
1.5 "Maintenance and Support" means the services described in Section 5.3.
1.6 "Software" means the computer software programs specified in Exhibit A provided to Customer pursuant to this Agreement.
1.7 "Effective Date" will be the date of initial installation of the Software or any prior version of the Software.
1.8 "Update" means a release or version of the Software containing functional enhancements, extensions, error corrections or fixes that is generally made available free of charge to Company's customers that have contracted for Maintenance and Support.
2. Grant of License
2.1 Grant. Subject to the terms and conditions of this Agreement, Company hereby grants to Customer a perpetual, nonexclusive and nontransferable license to (a) use the Software for its own internal information processing services and computing needs, and to make sufficient copies as necessary for such use, and (b) use the Documentation in connection with use of the Software. Customer acknowledges that Company will retain title to the Software and Documentation. Company hereby reserves all rights to the Software, Documentation, or any copyrights, patents, or trademarks, embodied or used in connection therewith, except for the rights expressly granted herein.
2.2 Delivery. Company shall issue to Customer, no later than 3 days after the Effective Date, one machine-readable copy of the Software along with one copy of the appropriate Documentation. Company shall provide Customer with additional copies of the Documentation at Company's then-current charges. Customer acknowledges that no copy of the source code of the Software will be provided to Customer.
2.3 Copies. Customer may make a reasonable number of machine-readable copies of the Software for backup or archival purposes. Customer shall not copy the Software, except as permitted by this Agreement. Customer shall maintain accurate and up‑to‑date records of the number and location of all copies of the Software and inform Company in writing of such location upon Company's request. All copies of the Software will be subject to all terms and conditions of this Agreement. Whenever Customer is permitted to copy or reproduce all or any part of the Software, Customer shall reproduce and not efface any and all titles, trademark symbols, copyright symbols and legends, and other proprietary markings on the Software.
3. License Restrictions
3.1 Types of Licenses. Customer must have a separate license for each User of the Software. Customer may change such User for a particular license with the prior written approval of Company, which will not be unreasonably withheld. Customer and Users shall abide by the following applicable restrictions.
(a) Trial License. If a "Trial License" is indicated on Exhibit A, Customer's copy of the Software will contain a blocking code restricting use of the Software after 30 days. Customer may use the Software solely for internal use, in accordance with the restriction of the "Analyst License" in Section 3.1(c), solely during the evaluation period. The evaluation period begins on the Effective Date. If a "Trial License" is indicated on Exhibit A, notwithstanding anything to the contrary in this Agreement, all Software subject to such evaluation license is delivered "AS-IS," without any express or implied warranties, and no warranties or maintenance obligations will apply to Company. COMPANY HEREBY DISCLAIMS ALL WARRANTIES WITH RESPECT TO SUCH SOFTWARE, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO SUCH SOFTWARE.
(b) Home License. If a "Home License" is indicated on Exhibit A, Customer may use the software SOLELY FOR NONCOMMERCIAL PURPOSES. Noncommercial purposes include, but are not limited to, managing personal data, including personal finances, personal education, learning to program, and use by students and university researchers. Noncommercial purposes expressly EXCLUDE use of the software at work, even if the output of the software is not sold or shared with others, except for personal education. Noncommercial purposes also EXCLUDE use of the software for trading personal finances if trading or investment income is the user's primary source of income, or otherwise managing data related to a user's primary source of income (as in the case of a home business or consulting practice), except for personal education. If a "Home License" is indicated on Exhibit A, notwithstanding anything to the contrary in this Agreement, all Software subject to such evaluation license is delivered "AS-IS," without any express or implied warranties, and no warranties or maintenance obligations will apply to Company. COMPANY HEREBY DISCLAIMS ALL WARRANTIES WITH RESPECT TO SUCH SOFTWARE, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO SUCH SOFTWARE.
(c) Standard License. If a "Standard License" is indicated on Exhibit A, Customer may use the Software solely for its own computing needs, and not on behalf of any other entity or affiliate.
(d) Analyst License. If an "Analyst License" is indicated on Exhibit A, Customer may use the Software solely for its own computing needs, and not on behalf of any other entity or affiliate.
(e) Enterprise License. If an "Enterprise License" is indicated on Exhibit A, Customer may use the Software solely for its own computing needs, and not on behalf of any other entity or affiliate.
(f) Server License. If a "Server License" is indicated on Exhibit A, Customer may use the Software solely for its own computing needs, and not on behalf of any other entity or affiliate.
(g) Read-Only License. If a "Read-Only License" is indicated on Exhibit A, Customer may use the Software solely for its own computing needs, and not on behalf of any other entity or affiliate.
3.2 Additional Restrictions. Customer shall not itself, or through any parent, subsidiary, affiliate, agent or other third party:
(a) sell, lease, license or sublicense the Software or the Documentation;
(b) decompile, disassemble, or reverse engineer the Software, in whole or in part;
(c) allow access to the Software by any User other than Customer's employees
(d) write or develop any derivative software or any other software program based upon the Software or any Confidential Information;
(e) use the Software to provide processing services to third parties, or otherwise use the Software on a ‘service bureau' basis; or
(f) provide, disclose, divulge or make available to, or permit use of the Software by any third party without Company's prior written consent.
4. License Fee
4.1 Payment of Fees. In consideration of the license granted pursuant to Section 2.1, Customer shall pay Company the license fee specified in Exhibit A. Unless otherwise indicated therein, the license fee is due and payable in full upon the Effective Date.
4.2 Additional Licenses. Customer will have the option to expand the license granted pursuant to Section 2.1 to increase the licensed number of Users, or otherwise change the scope of the license, upon Company's receipt of additional license fees for such expanded scope as set forth in Company's then-current price list.
4.3 Taxes. All charges and fees provided for in this Agreement are exclusive of any taxes, duties, or similar charges imposed by any government. Customer shall pay or reimburse Company for all federal, state, dominion, provincial, or local sales, use, personal property, excise or other taxes, fees, or duties arising out of this Agreement or the transactions contemplated by this Agreement (other than taxes on the net income of Company).
5. Maintenance and Support
5.1 Maintenance Duties. For so long as Customer is current in the payment of all Maintenance Fees (as defined below), Company shall provide Maintenance and Support as specified in this Section 5.
5.2 Term and Termination. Company's Maintenance and Support obligations will commence on the Effective Date and will continue for an initial term of one year. Maintenance and Support will automatically renew at the end of the initial term and any subsequent term for a renewal term of one year unless Customer has provided Company with a written termination notice of its intention not to renew the Maintenance and Support at least 90 days prior to the termination of the then-current term. Termination of Maintenance and Support upon failure to renew will not affect the term of the license of the Software.
5.3 Maintenance and Support Services. Maintenance and Support means that Company will provide: (a) Updates, if any, and appropriate Documentation, and (b) e-mail assistance and/or telephone assistance, or neither, with respect to the Software, including (i) clarification of functions and features of the Software; (ii) clarification of Documentation pertaining to the Software; (iii) guidance in the operation of the Software; and (iv) error verification, analysis and correction to the extent possible by telephone, as outlined in Exhibit A. Company's standard hours of service are 9 am – 5 pm EST except for holidays as observed by Company.
5.4 Eligibility of Software. Maintenance and Support will not include services requested as a result of, or with respect to, the following, and any services requested as a result thereof will be billed to Customer at Company's then-current rates:
(a) accident; unusual physical, electrical or electromagnetic stress; neglect; misuse; failure of electric power, air conditioning or humidity control; failure of rotation media; operation of the Software with other media not meeting or not maintained in accordance with the manufacturer's specifications; or causes other than ordinary use;
(b) improper installation by Customer or use of the Software that deviates from any operating procedures established by Company in the applicable Documentation;
(c) modification, alteration or addition or attempted modification, alteration or addition of the Software undertaken by persons other than Company or Company's authorized representatives; or
(d) software or technology of any party other than Company.
5.5 Responsibilities of Customer. Company's obligations under Section 5.2 are subject to the following:
(a) Customer shall provide Company with access to Customer's personnel and Equipment during normal business hours. This access must include the ability to dial-in to the Equipment on which the Software is operating and to obtain the same access to the Equipment as those of Customer's employees having the highest privilege or clearance level. Company will inform Customer of the specifications of the modem equipment needed, and Customer will be responsible for the costs and use of said equipment.
(b) Customer shall provide supervision, control and management of the use of the Software. In addition, Customer shall implement procedures for the protection of information and the implementation of backup facilities in the event of errors or malfunction of the Software or Equipment.
(c) Customer shall document and promptly report all errors or malfunctions of the Software to Company. Customer shall take all steps necessary to carry out procedures for the rectification of errors or malfunctions within a reasonable time after such procedures have been received from Company.
(d) Customer shall maintain a current backup copy of all programs and data.
(e) Customer shall properly train its personnel in the use and application of the Software and the Equipment on which it is used.
5.6 Maintenance Fee. The "Maintenance Fee" for standard service hours for each one-year period of Maintenance and Support is 100% of the price for the software, as set forth in Company's price list in effect as of the date of invoice. The Maintenance Fee is due and payable in full no later than 30 days after the date of Company's invoice. Any amounts not paid within 30 days will be subject to interest of 1.5% per month, which interest will be immediately due and payable. The Maintenance Fee may be modified by Company for each renewal term by written notice to Customer at least 90 days prior to the beginning of the modified term. If Customer elects not to renew Maintenance and Support, Customer may re-enroll only upon payment of the annual Maintenance Fee for the coming year and all Maintenance Fees that would have been paid had Customer not terminated Maintenance and Support.
5.7 Consent to Use of Data. Customer agrees that Company may collect and use technical data and related information, including but not limited to technical information about Customer's device, system and application software, and peripherals, that is gathered periodically to facilitate the provision of software updates, product support and other services to Customer (if any) related to the Software. Company may use this information to improve its products or to provide services or technologies to Customer.
6. Limited Warranty and Limitation of Liability
6.1 Performance. Company warrants that the Software will perform in substantial accordance with the Documentation for a period of one year after the Effective Date. If during this time period the Software does not perform as warranted, Company shall, at its option, correct the Software or, replace such Software free of charge. The foregoing are Customer's sole and exclusive remedies for breach of warranty. The warranty set forth above is made to and for the benefit of Customer only. The warranty will apply only if:
(a) the Software has been properly installed and used at all times and in accordance with the instructions for use; and
(b) no modification, alteration or addition has been made to the Software by persons other than Company or Company's authorized representative;
6.2 Disclaimer. Except as set forth above, Company makes no warranties, whether express, implied, or statutory regarding or relating to the Software or the Documentation, or any materials or services furnished or provided to Customer under this Agreement, including Maintenance and Support. COMPANY HEREBY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE SOFTWARE, DOCUMENTATION AND SAID OTHER MATERIALS AND SERVICES, AND WITH RESPECT TO THE USE OF ANY OF THE FOREGOING.
6.3 Limitation of Liability. IN NO EVENT WILL COMPANY BE LIABLE FOR ANY LOSS OF PROFITS, LOSS OF USE, BUSINESS INTERRUPTION, LOSS OF DATA, COST OF COVER OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND IN CONNECTION WITH OR ARISING OUT OF THE FURNISHING, PERFORMANCE OR USE OF THE SOFTWARE OR SERVICES PERFORMED HEREUNDER, WHETHER ALLEGED AS A BREACH OF CONTRACT OR TORTIOUS CONDUCT, INCLUDING NEGLIGENCE, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. COMPANY'S LIABILITY UNDER THIS AGREEMENT FOR DAMAGES WILL NOT, IN ANY EVENT, EXCEED THE LICENSE FEE PAID BY CUSTOMER TO COMPANY UNDER THIS AGREEMENT. The provisions of this Section 6 allocate risks under this Agreement between Customer and Company. Company's pricing of the Software reflects this allocation of risks and limitation of liability.
7. Indemnification for Infringement
7.1 Indemnity. Company shall, at its expense, defend or settle any claim, action or allegation brought against Customer that the Software infringes any copyright or trade secret of any third party and shall pay any final judgments awarded or settlements entered into; provided that Customer gives prompt written notice to Company of any such claim, action or allegation of infringement and gives Company the authority to proceed as contemplated herein. Company will have the exclusive right to defend any such claim, action or allegation and make settlements thereof at its own discretion, and Customer may not settle or compromise such claim, action or allegation, except with prior written consent of Company. Customer shall give such assistance and information as Company may reasonably require to settle or oppose such claims.
7.2 Options. In the event any such infringement, claim, action or allegation is brought or threatened, Company may, at its sole option and expense:
(a) procure for Customer the right to continue use of the Software or infringing part thereof; or
(b) modify or amend the Software or infringing part thereof, or replace the Software or infringing part thereof with other software having substantially the same or better capabilities; or, if neither of the foregoing is commercially practicable,
(c) terminate this Agreement and repay to Customer a portion, if any, of the License Fee equal to the amount paid by Customer less 1/48 thereof for each month or portion thereof that this Agreement has been in effect. Company and Customer will then be released from any further obligation to the other under this Agreement, except for the obligations of indemnification provided for above and such other obligations that survive termination.
7.3 Exclusions The foregoing obligations will not apply to the extent the infringement arises as a result of modifications to the Software made by any party other than Company or Company's authorized representative.
7.4 Limitation. This Section 7 states the entire liability of Company with respect to infringement of any patent, copyright, trade secret or other proprietary right.
8. Confidential Information
8.1 Definition. "Confidential Information" means any information disclosed by either party to the other party, either directly or indirectly, in writing, orally or by inspection of tangible objects (including without limitation documents, prototypes, samples, plant and equipment), which is designated as "Confidential," "Proprietary" or some similar designation. Information communicated orally will be considered Confidential Information if such information is confirmed in writing as being Confidential Information within a reasonable time after the initial disclosure. Confidential Information may also include information disclosed to a disclosing party by third parties. Confidential Information will not, however, include any information which (i) was publicly known and made generally available in the public domain prior to the time of disclosure by the disclosing party; (ii) becomes publicly known and made generally available after disclosure by the disclosing party to the receiving party through no action or inaction of the receiving party; (iii) is already in the possession of the receiving party at the time of disclosure by the disclosing party as shown by the receiving party's files and records immediately prior to the time of disclosure; (iv) is obtained by the receiving party from a third party without a breach of such third party's obligations of confidentiality; (v) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information, as shown by documents and other competent evidence in the receiving party's possession; or (vi) is required by law to be disclosed by the receiving party, provided that the receiving party gives the disclosing party prompt written notice of such requirement prior to such disclosure and assistance in obtaining an order protecting the information from public disclosure. Confidential Information of Company will include without limitation the Documentation.
8.2 Non-Use and Non-Disclosure. Each party agrees not to use any Confidential Information of the other party for any purpose except to exercise its rights and perform its obligations under this Agreement. Each party agrees not to disclose any Confidential Information of the other party to third parties or to such party's employees, except to those employees of the receiving party with a need to know. Neither party shall reverse engineer, disassemble or decompile any prototypes, software or other tangible objects which embody the other party's Confidential Information and which are provided to the party hereunder.
8.3 Maintenance of Confidentiality. Each party agrees that it shall take reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information of the other party. Without limiting the foregoing, each party shall take at least those measures that it takes to protect its own most highly confidential information and shall ensure that its employees who have access to Confidential Information of the other party have signed a non-use and non-disclosure agreement in content similar to the provisions hereof, prior to any disclosure of Confidential Information to such employees. Neither party shall make any copies of the Confidential Information of the other party unless the same are previously approved in writing by the other party. Each party shall reproduce the other party's proprietary rights notices on any such approved copies, in the same manner in which such notices were set forth in or on the original.
8.4 Return of Materials. Upon the termination of this Agreement, or each party shall deliver to the other party all of such other party's Confidential Information that such party may have in its possession or control.
9. Term and Termination
9.1 Term. This Agreement will take effect on the Effective Date and will remain in force until terminated in accordance with this Agreement.
9.2 Termination by Customer. This Agreement may be terminated by Customer upon thirty (30) days' prior written notice to Company, with or without cause, provided that no such termination will entitle Customer to a refund of any portion of the License Fee or Maintenance Fee.
9.3 Termination Events. Company may, by written notice to Customer, terminate this Agreement if any of the following events ("Termination Events") occur:
(a) Customer fails to pay any amount due Company within 30 days after Company gives Customer written notice of such nonpayment; or
(b) Customer is in material breach of any nonmonetary term, condition or provision of this Agreement, which breach, if capable of being cured, is not cured within 30 days after Company gives Customer written notice of such breach; or
(c) Customer (i) terminates or suspends its business, (ii) becomes insolvent, admits in writing its inability to pay its debts as they mature, makes an assignment for the benefit of creditors, or becomes subject to direct control of a trustee, receiver or similar authority, or (iii) becomes subject to any bankruptcy or insolvency proceeding under federal or state statutes; or
(d) Company elects to refund Customer's fees in accordance with Section 7.2(c).
9.4 If any Termination Event occurs, termination will become effective immediately or on the date set forth in the written notice of termination. Termination of this Agreement will not affect the provisions regarding Customer's or Company's treatment of Confidential Information, provisions relating to the payment of amounts due, or provisions limiting or disclaiming Company's liability, which provisions will survive termination of this Agreement.
9.5 No later than 30 days after the date of termination or discontinuance of this Agreement for any reason whatsoever, Customer shall return the Software and all copies, in whole or in part, all Documentation relating thereto, and any other Confidential Information in its possession that is in tangible form. Customer shall furthermore disable and remove all digital copies of the Software. Customer shall furnish Company with a certificate signed by an executive officer of Customer verifying that the same has been done.
10. Miscellaneous
10.1 Nonassignment/Binding Agreement. Neither this Agreement nor any rights under this Agreement may be assigned or otherwise transferred by Customer, in whole or in part, whether voluntary or by operation of law, including by way of sale of assets, merger or consolidation, without the prior written consent of Company, which consent will not be unreasonably withheld. Subject to the foregoing, this Agreement will be binding upon and will inure to the benefit of the parties and their respective successors and assigns.
10.2 Notices. Any notice required or permitted under the terms of this Agreement or required by law must be in writing and must be (a) delivered in person, (b) sent by first class registered mail, or air mail, as appropriate, or (c) sent by overnight air courier, in each case properly posted and fully prepaid to the appropriate address set forth below. Either party may change its address for notice by notice to the other party given in accordance with this Section. Notices will be considered to have been given at the time of actual delivery in person, 3 business days after deposit in the mail as set forth above, or one day after delivery to an overnight air courier service.
10.3 Limitation on Claims. No action arising out of any breach or claimed breach of this Agreement or transactions contemplated by this Agreement may be brought by either party more than one year after the cause of action has accrued. For purposes of this Agreement, a cause of action will be deemed to have accrued when a party knew or reasonably should have known of the breach or claimed breach.
10.4 No Warranties. No employee, agent, representative or affiliate of Company has authority to bind Company to any oral representations or warranty concerning the Software. Any written representation or warranty not expressly contained in this Agreement will not be enforceable.
10.5 Force Majeure. Neither party will incur any liability to the other party on account of any loss or damage resulting from any delay or failure to perform all or any part of this Agreement if such delay or failure is caused, in whole or in part, by events, occurrences, or causes beyond the control and without negligence of the parties. Such events, occurrences, or causes will include, without limitation, acts of God, strikes, lockouts, riots, acts of war, earthquake, fire and explosions, but the inability to meet financial obligations is expressly excluded.
10.6 Waiver. Any waiver of the provisions of this Agreement or of a party's rights or remedies under this Agreement must be in writing to be effective. Failure, neglect, or delay by a party to enforce the provisions of this Agreement or its rights or remedies at any time, will not be construed and will not be deemed to be a waiver of such party's rights under this Agreement and will not in any way affect the validity of the whole or any part of this Agreement or prejudice such party's right to take subsequent action. No exercise or enforcement by either party of any right or remedy under this Agreement will preclude the enforcement by such party of any other right or remedy under this Agreement or that such party is entitled by law to enforce.
10.7 Severability. If any term, condition, or provision in this Agreement is found to be invalid, unlawful or unenforceable to any extent, the parties shall endeavor in good faith to agree to such amendments that will preserve, as far as possible, the intentions expressed in this Agreement. If the parties fail to agree on such an amendment, such invalid term, condition or provision will be severed from the remaining terms, conditions and provisions, which will continue to be valid and enforceable to the fullest extent permitted by law.
10.8 Integration. This Agreement (including the Exhibits and any addenda hereto signed by both parties) contains the entire agreement of the parties with respect to the subject matter of this Agreement and supersedes all previous communications, representations, understandings and agreements, either oral or written, between the parties with respect to said subject matter, provided, however, to the extent that any prior agreement was manually executed between Customer and Company before the Effective Date, such agreement will control with respect to Customer.
10.9 Changes. Company reserves the right at any time to modify this Agreement and to impose new or additional terms or conditions on Customer's use of the Software. Such modifications and additional terms and conditions will be effective immediately and incorporated into this Agreement. Customers will be notified of material changes to this agreement through their accounts on Company's website. Customer's continued use of the Software will be deemed acceptance thereof.
10.10 Purchase Orders. No terms, provisions or conditions of any purchase order, acknowledgement or other business form that Customer may use in connection with the acquisition or licensing of the Software will have any effect on the rights, duties or obligations of the parties under, or otherwise modify, this Agreement, regardless of any failure of Company to object to such terms, provisions or conditions.
10.11 Export. Customer may not export or re-export the Software without the prior written consent of Company and without the appropriate United States and foreign government licenses.
10.12 Publicity. Customer acknowledges that Company may desire to use its name in press releases, product brochures and financial reports indicating that Customer is a customer of Company, and Customer agrees that Company may use its name in such a manner, subject to Customer's consent, which consent will not be unreasonably withheld.
10.13 Counterparts. This Agreement may be executed in counterparts, each of which so executed will be deemed to be an original and such counterparts together will constitute one and the same agreement.
10.14 Governing Law. This Agreement will be interpreted and construed in accordance with the laws of the State of New York and the United States of America, without regard to conflict of law principles. The parties hereby consent to the exclusive jurisdiction of the state and federal courts located in New York County, New York for resolution of any disputes arising out of this Agreement.
EXHIBIT A
SOFTWARE AND LICENSE FEE
Software:
DataNitro version 1.0, with all updates while the subscription remains active.
License Restrictions:
"Trial" license for 1 user. The license will expire 30 days after installation.
This license includes email support only.