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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 SIDEKIQ PRO AND RELATED SOFTWARE COMPONENTS (“SOFTWARE”).
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 receive a
“Source URL” 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.
1. License Grant
1.1 General Use. 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 Free Project License. If you subscribed under the Free Project License you
may use the software for any of your projects that are released under an Open
Source License that is hosted on a public source code repository. You are required
to keep an up to date list of these repositories in your subscription settings.
Note that this is a project wide license, no subscription per individual
developer or contributor is required.
1.3 Professional Developer Organization License. If you subscribed under the
Professional Developer Organization License, you can use the software on any
project within your organization. You are required to pay the subscription fee
per developer using the software.
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. Modifications. Schirp DSO LTD shall provide you with source code so
that you can create Modifications of the original software. “Modification”
means: (a) any addition to or deletion from the contents of a file included in
the original Software or previous Modifications created by You, or (b) any new
file that contains any part of the original Software or previous Modifications.
While you retain all rights to any original work authored by you as part of the
Modifications, We continue to own all copyright and other intellectual property
rights in the Software.
3. Restricted Uses.
3.1 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) redistribute
the Software or Modifications other than by including the Software or a
portion thereof within your own product, which must have substantially
different functionality than the Software or Modifications and must not allow
any third party to use the Software or Modifications, or any portions thereof,
for software development or application development purposes; (d) redistribute
the Software as part of a product, "appliance" or "virtual server"; (e)
redistribute the Software on any server which is not directly under your
control; (f) remove any product identification, proprietary, copyright or
other notices contained in the Software; (g) modify any part of the Software,
create a derivative work of any part of the Software (except as permitted in
Section 4), or incorporate the Software, except to the extent expressly
authorized in writing by Schirp DSO LTD; (h) publicly disseminate
performance information or analysis (including, without limitation, benchmarks)
from any source relating to the Software; (i) utilize any equipment, device,
software, or other means designed to circumvent or remove any form of Source
URL or copy protection used by Schirp DSO LTD in connection with the
Software, or use the Software together with any authorization code, Source
URL, serial number, or other copy protection device not supplied by
Schirp DSO LTD; (j) use the Software to develop a product which is
competitive with any Schirp DSO LTD product offerings; or (k) use
unauthorized Source URLS or keycode(s) or distribute or publish Source URLs or
keycode(s), except as may be expressly permitted by Schirp DSO LTD in
writing. If your unique Source URL is ever published, Schirp DSO LTD
reserves the right to terminate your access without notice.
3.2 UNDER NO CIRCUMSTANCES MAY YOU USE THE SOFTWARE AS PART OF A PRODUCT OR
SERVICE THAT PROVIDES SIMILAR FUNCTIONALITY TO THE SOFTWARE ITSELF.
4. Ownership. Notwithstanding anything to the contrary contained herein, except
for the limited license rights expressly provided herein, Schirp DSO LTD
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.
5. 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. If the
Software does not function properly within two weeks of purchase, please contact
us within those two weeks for a refund. You shall be responsible for all taxes,
withholdings, duties and levies arising from the order (excluding taxes based on
the net income of Schirp DSO LTD).
6. 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 Mutant
support page (https://github.com/mbj/mutant/wiki/Commercial-Support),
support and maintenance services may be included with the purchase of your
license subscription.
7. Term of Agreement.
7.1 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 Schirp DSO LTD may terminate this
Agreement immediately upon any breach of Section 3 or if you exceed any other
restrictions contained in Section 1, unless otherwise specified in this
agreement; (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.
7.2 Termination. Upon any termination of this Agreement, you shall cease any
and all use of any Software and destroy all copies thereof.
7.3 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 Schirp DSO LTD.
8. Disclaimer of Warranties. The Software is provided "as is," with all faults,
defects and errors, and without warranty of any kind. Schirp DSO LTD does
not warrant that the Software will be free of bugs, errors, viruses or other
defects, and Schirp DSO LTD shall have no liability of any kind for the use
of or inability to use the Software, the Software content or any associated
service, and you acknowledge that it is not technically practicable for
Schirp DSO LTD to do so. To the maximum extent permitted by applicable law,
Schirp DSO LTD 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.
9. Limitation of Liability.
In no event will Schirp DSO LTD 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 Schirp DSO LTD has
been advised of the possibility of such damages.
In no event will Schirp DSO LTD' 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.
10. Remedies. Your exclusive remedy and Schirp DSO LTD’ entire liability
for breach of this Agreement shall be limited, at Schirp DSO LTD’ sole
and exclusive discretion, to (a) replacement of any defective software or
documentation; or (b) refund of the license fee paid to Schirp DSO LTD,
payable in accordance with Schirp DSO LTD' refund policy.
11. Acknowledgements.
11.1 Consent to the Use of Data. You agree that Schirp DSO LTD and its
affiliates may collect and use technical information gathered as part of the
product support services. Schirp DSO LTD may use this information solely
to improve products and services and will not disclose this information in a
form that personally identifies you.
11.2 Verification. We or a certified auditor acting on our behalf, may, upon
its reasonable request and at its expense, audit you with respect to the use
of the Software. Such audit may be conducted by mail, electronic means or
through an in-person visit to your place of business. Any such in-person audit
shall be conducted during regular business hours at your facilities and shall
not unreasonably interfere with your business activities. We shall not remove,
copy, or redistribute any electronic material during the course of an audit.
If an audit reveals that you are using the Software in a way that is in material
violation of the terms of the EULA, then you shall pay our reasonable costs of
conducting the audit. In the case of a material violation, you agree to pay
Us any amounts owing that are attributable to the unauthorized use. In the
alternative, We reserve the right, at our sole option, to terminate the licenses
for the Software.
12. Third Party Software. Examples included in Software may provide links to
third party libraries or code (collectively “Third Party Software”) to implement
various functions. Third Party Software does not comprise part of the Software.
In some cases, access to Third Party Software may be included along with the
Software delivery as a convenience for demonstration purposes. Such source
code and libraries may be included in the “…/examples” source tree delivered
with the Software and do not comprise the Software. Licensee acknowledges (1)
that some part of Third Party Software may require additional licensing of
copyright and patents from the owners of such, and (2) that distribution of
any of the Software referencing or including any portion of a Third Party
Software may require appropriate licensing from such third parties.
13. Miscellaneous
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. Schirp DSO LTD reserves the right, in its sole discretion,
to amend this Agreement from time. Amendments to this Agreement can be
located at: https://github.com/mbj/mutant/blob/master/LICENSE.
13.3 Assignment. You may not assign this Agreement or any of its rights under
this Agreement without the prior written consent of Schirp DSO LTD and
any attempted assignment without such consent shall be void.
13.4 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.
13.5 Indemnification. You agree to defend, indemnify, and hold harmless
Schirp DSO LTD 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.
13.6 Governing Law. This Agreement is governed by the laws of Malta 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 Malta, and both parties hereby
submit to the personal jurisdiction of such courts.
13.7 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.
13.8 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.
13.9 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.
13.10 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 Schirp DSO LTD for any reason, please direct correspondence
to info@schirp-dso.com.
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