ManageEngine™ PasswordManager Pro - Software License Agreement
This License Agreement details the policy for license of PassTrix
("Licensed Software") on the following topics:
- Evaluation License
- Commercial License
- Technical Support
Please read the following license carefully, before either (i)
completing the electronic order or download of the Licensed Software
from an authorised website, or (ii) installing the Licensed Software
from media that was delivered after being ordered by alternative
order process, as applicable. You acknowledge that you have read
this License Agreement, have understood it, and agree to be bound
by its terms. If you do not agree to the terms and conditions of
this Agreement, either (i) exit the web site page without continuing
the ordering process, or (ii) return the provided unused media and
documentation within thirty (30) days from the date of shipment
of the Licensed Software for a full refund of your payment, as applicable.
1. Evaluation License: AdventNet grants to you a non-exclusive,
non-transferable, Evaluation License for trial and evaluation of
the Licensed Software, in binary object code form, for a period
of thirty (30) days from the date of download or installation. This
License begins upon downloading or installing the Licensed Software
and ends thirty (30) days thereafter ("Evaluation Period").
If you are not willing to use the Licensed Software, either the
Free Edition or the Professional Edition, after the Evaluation Period,
Licensee agrees to remove the software from Licensee's computer
with immediate effect. You are forbidden from using the Licensed
Software for any other use or otherwise offering it for resale under
the terms of this Section 1. AdventNet retains all rights not specifically
granted to you herein.
2. Commercial License:
(a)Free Edition: Where applicable, if you choose to use
the Free Edition beyond the Evaluation Period, the Licensed Software
allows you to create one technician (i.e. a PassTrix user with administrator/supervisor
privilege). AdventNet grants you a non-exclusive, non-transferable,
world-wide license to use the Licensed Software for no cost in perpetuity.
(b)Professional Edition Subscription License: As part of
your choosing to license the Subscription Model, AdventNet grants
you a fee-bearing, non-exclusive, non-transferable, world-wide license
to Use the Licensed Software including user documentation that you
have downloaded form or received on media provided by AdventNet,
including all updates, where applicable, provided that such access
and Use of the License Software is in accordance with the Single
Installation License granted by AdventNet. "Use" means
storing, locating, installing, executing or displaying the License
Software. "Single Installation License" means that one
copy of the Licensed Software can be installed only in one CPU.
Under the Subscription License, the Licensed Software is licensed
only for the intended duration. If the Licensee does not renew the
Subscription beyond the duration, Licensee agrees to stop using
the software, and remove the software from Licensee's systems.
To continue using the Licensed Software beyond the subscribed duration,
you must renew your license at least 10 days before the expiry of
the term. As part of the Subscription License, all Updates, Upgrades,
e-mail support for problem reporting and online access to product
documentation to the Licensed Software will be provided to you at
no additional cost during the intended period.
3. Third Party Products: The Licensed Software may contain
software which originated with third party vendors and without limiting
the general applicability of the other provisions of this Agreement,
you agree that (a) the title to any third party software incorporated
in the Licensed Software shall remain with the third party which
supplied the same; and (b) you will not distribute any such third
party software available with the Licensed Software, unless the
license terms of such third party software provide otherwise.
4.Restrictions on Use: In addition to all other terms and
conditions of this Agreement, you shall not:
(i)install one copy of the Licensed Software on more than one CPU;
(ii)remove any copyright, trademark or other proprietary notices
from the Licensed Software or its copies;
(iii)make any copies except for one back-up or archival copy, for
temporary emergency purpose;
(iv)rent, lease, license, sublicense or distribute the Licensed
Software or any portions of it on a standalone basis or as part
of your application;
(v)modify or enhance the Licensed Software;
(vi)reverse engineer, decompile or disassemble the Licensed Software.
(vii)allow any third parties to access, use or support the Licensed
Software.
5.Technical Support: AdventNet provides support that includes
email support for problem reporting, product updates, upgrades and
online access to product documentation for a period of one year.
6.Ownership and Intellectual Property: AdventNet owns all
right, title and interest in and to the Licensed Software. AdventNet
expressly reserves all rights not granted to you herein, notwithstanding
the right to discontinue or not to release any Licensed Software
and to alter prices, features, specifications, capabilities, functions,
licensing terms, release dates, general availability or characteristics
of the Licensed Software. The Licensed Software is only licensed
and not sold to you by AdventNet.
7.Audit: AdventNet has the right to audit your Use of the
Licensed Software by providing at least seven (7) days prior written
notice of its intention to conduct such an audit at your facilities
during normal business hours.
8.Confidentiality: The Licensed Software contains proprietary
information of AdventNet that are protected by the laws of the United
States and you hereby agree to take all reasonable efforts to maintain
the confidentiality of the Licensed Software. You agree to reasonably
communicate the terms and conditions of this Agreement to those
persons employed by you who come into contact with or access the
Licensed Software, and to use reasonable efforts to ensure their
compliance with such terms and conditions, including but not limited
to, not knowingly permitting such persons to use any portion of
the Licensed Software for a purpose that is not allowed under this
Agreement.
9.Warranty Disclaimer: AdventNet does not warrant that the
Licensed Software will be error-free. Except as provided herein,
the Licensed Software is furnished "as is" without warranty
of any kind, including the warranties of merchantability and fitness
for a particular purpose and without warranty as to the performance
or results you may obtain by using the Licensed Software. You are
solely responsible for determining the appropriateness of using
the Licensed Software and assume all risks associated with the use
of it, including but not limited to the risks of program errors,
damage to or loss of data, programs or equipment, and unavailability
or interruption of operations.
Because some jurisdictions do not allow for the exclusion or limitation
of implied warranties, the above exclusions or limitations may not
apply to you.
10.Limitation of Liability: In no event will AdventNet be
liable to you or any third party for any special, incidental, indirect,
punitive or exemplary or consequential damages, or damages for loss
of business, loss of profits, business interruption, or loss of
business information arising out of the use or inability to use
the program or for any claim by any other party even if AdventNet
has been advised of the possibility of such damages. AdventNet's
entire liability with respect to its obligations under this agreement
or otherwise with respect to the Licensed Software shall not exceed
the amount of the named developer license fee paid by you for the
Licensed Software.
Because some jurisdictions do not allow the exclusion or limitation
of liability for incidental or consequential damages, the above
exclusions or limitations may not apply to you.
11.Indemnification: AdventNet agrees to indemnify and defend
you from and against any and all claims, actions or proceedings,
arising out of any claim that the Licensed Software infringes or
violates any valid U.S. patent, copyright or trade secret right
of any third party; so long as you provide; (i) prompt written notice
to AdventNet of such claim; (ii) cooperate with AdventNet in the
defense and/or settlement thereof, at AdventNet's expense; and,
(iii) allow AdventNet to control the defense and all related settlement
negotiations. The above is AdventNet's sole obligation to you and
shall be your sole and exclusive remedy pursuant to this Agreement
for intellectual property infringement.
AdventNet shall have no indemnity obligation for claims of infringement
to the extent resulting or alleged to result from (i) any combination,
operation, or use of the Licensed software with any programs or
equipment not supplied by AdventNet; (ii) any modification of the
Licensed Software by a party other than AdventNet; and (iii) your
failure, within a reasonable time frame, to implement any replacement
or modification of Licensed Software provided by AdventNet.
12.Termination: This Agreement is effective until terminated
by either party. You may terminate this Agreement at any time by
destroying or returning to AdventNet all copies of the Licensed
Software in your possession. AdventNet may terminate this Agreement
for any reason, including but not limited to your breach of any
of the terms of this Agreement. Upon termination, you shall destroy
or return to AdventNet all copies of the Licensed Software and certify
in writing that all know copies have been destroyed. All provisions
relating to confidentiality, proprietary rights, non-disclosure,
and limitation of liability shall survive the termination of this
Agreement.
13.General: This Agreement shall be construed, interpreted
and governed by the laws of the State of California exclusive of
its conflicts of law provisions. This Agreement constitutes the
entire agreement between the parties, and supersedes all prior communications,
understandings or agreements between the parties. Any waiver or
modification of this Agreement shall only be effective if it is
in writing and signed by both parties hereto. If any part of this
Agreement is found invalid or unenforceable, the remainder shall
be interpreted so as to reasonable effect the intention of the parties.
You shall not export the Licensed Software or your application containing
the Licensed Software except in compliance with United States export
regulations and applicable laws and regulations.
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