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SOFTWARE LICENSE AGREEMENT

PLEASE READ THE TERMS OF THIS SOFTWARE LICENSE AGREEMENT ("AGREEMENT") CAREFULLY BEFORE EITHER (I) COMPLETING THE ELECTRONIC ORDER OR DOWNLOAD OF SNMP Adaptor for JMX Release 5 ("LICENSED SOFTWARE") FROM AN AUTHORIZED WEB SITE, OR (II) INSTALLING THE LICENSED SOFTWARE FROM MEDIA THAT WAS DELIVERED AFTER BEING ORDERED BY YOU THROUGH AN ALTERNATIVE ORDER PROCESS, AS APPLICABLE. YOU ACKNOWLEDGE THAT YOU HAVE READ THIS 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. License Grant:

    2. 1.1

    Development Use: AdventNet grants you a 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, downloaded from AdventNet’s website, including all updates provided through the AdventNet subscribed support services, where applicable, on a single computer, provided that such access and Use of the Licensed Software is limited to one Named Developer for each license granted by AdventNet. "Use" means storing, loading, installing, executing or displaying the Licensed Software for creating your developed application.
    1.2

    Deployment Use: AdventNet grants you a non-exclusive, worldwide license to sell, lease, license, market or otherwise cause to be distributed your developed application containing the Licensed Software only upon payment of the applicable Runtime Fees as set forth in AdventNet's online store or as quoted during an alternative order process.
    1.3

    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) where expressly notified by AdventNet, you shall obtain licenses required to distribute such third party software along with your developed application, from the third party vendor.

  2. Restrictions on Use: In addition to all other terms and conditions of this Agreement, you shall not:

    3. (i)

    install the Licensed Software on more than one computer or permit the Use of Licensed Software by any person other than the Named Developer
    (ii)

    you shall not use the Licensed Software for developing more than one named 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, sublicense or distribute the Licensed Software or any portions except as part of your developed 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)

    decompile or disassemble the Licensed Software.
    (ix)

    allow any third parties to access, use or support the Licensed Software.

  3. Support: AdventNet provides Classic or Premium support along with each license of the Licensed Software. terms (i) from the online store - choose the appropriate option (ii) for alternative order process - contact sales. AdventNet specifically excludes upgrades from the support programs. Upgrade to the Licensed Software will be provided upon payment of an Upgrade License Fee in accordance with AdventNet’s then current pricing policy. The terms of support shall be as provided in Exhibit A.

  4. 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. The Licensed Software is only licensed and not sold to you by AdventNet.

  5. 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

  6. 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.

  7. 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.

  8. 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.

  9. 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.

  10. 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 the derived application except in compliance with United States export regulations and applicable laws and regulations.

Exhibit A - Support Terms
  Classic Support Premium Support
Business Hours 9 x 5 9 x 5
Acknowledgement (email response) 2 Business Days 1 Business Day
Email Support
Online Access (documentation, FAQs, release notes and white papers)
Service Pack (cumulative collection of workarounds, patches and bug fixes)
Minor Release (feature releases and service packs, indicated by a change in the decimal)
Telephone Support
Customer Patches (Fixes to severity 1 problems that do not have any acceptable workaround)
Customer Owner (designated technical contact person for all technical issues and escalations)
Upgrade (significant new features, additions to functionalities, indicated by a change in the number to the left of the decimal)

 

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