This License Agreement details the policy for license of AdventNet
Agent Tester ("Licensed Software") on the following topics:
Evaluation License
Commercial License
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.
"Use" means storing, loading, installing, executing or
displaying the Licensed Software.
"Node Locked License" means that one copy of the Licensed
Software can be installed only on one machine..
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 fifteen (15) days from the date of download or installation.
This License begins upon downloading or installing the Licensed
Software and ends fifteen (15) days thereafter ("Evaluation
Period").
If you do not wish to use the Licensed Software, beyond the Evaluation
Period, delete all the copies installed in your 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: As part of your choosing to license
the Licensed Software, 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 from or received
on media provided by AdventNet, including all updates provided through
the AdventNet subscribed support services, where applicable, provided
that such access and Use of the Licensed Software is in accordance
with the Node Locked License granted by AdventNet.
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
licensing terms of such third party software specifies 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
computer;
(ii) use the Licensed Software for creating more than one application;
(iii remove any copyright, trademark or other proprietary notices
from the Licensed Software or its copies;
(iv) make any copies except for one back-up or archival copy, for
temporary emergency purpose;
(v) rent, lease, license, sublicense or distribute the Licensed
Software or any portions of it on a standalone basis or as part
of your application;
(vi) modify or enhance the Licensed Software;
(vii) use the Licensed Software in a computer-based services business
or publicly display visual output of the Licensed Software or use
the Licensed Software for the benefit of any other person or entity;
(viii) reverse engineer, decompile or disassemble the Licensed Software.
(ix) allow any third parties to access, use or support the Licensed
Software.
5. Support: AdventNet provides support that includes email
support for problem reporting, product updates, and online access
to product documentation for a period of one year. AdventNet specifically
excludes upgrades from the support program. Upgrade to the Licensed
Software will be provided upon payment of an Upgrade License Fee
in accordance with AdventNet¿s then current pricing policy.
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
and to the extent permissible by applicable law, 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.
10. Limitation of Liability: In no event will AdventNet
be liable to you or any third party for any special, incidental,
indirect, punitive, exemplary or consequential damages, 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. To the extent
permissible by applicable law, 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.
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 give reasonable effect to 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.
