|
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/manage one Support
Rep and unlimited Accounts/Contacts. 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.
| 
