This License Agreement details the policy for license of AdventNet
Web NMS Express Edition (“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 Forty-five - (45) days from the date of installation. This
License begins upon downloading or installing the Licensed Software
and ends forty-five (45) days thereafter ("Evaluation Period").
If you are not willing to use the Express Edition of the Licensed
Software, 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 Development License: AdventNet grants you a non-exclusive,
non-transferable, world-wide license to use the Licensed Software
for no cost in perpetuity.
(b) Deployment (Runtime) License: 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. Contact
AdventNet for Runtime Fee Schedule.
(c) Support Subscription License: Licensee has the option to purchase
the support subscription for the Licensed Software as set forth
in AdventNet's online store or as quoted during an alternative order
process. Such support subscription will be restricted to one Named
Developer for each license.
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. Specifically with respect to MySQL Database, which is bundled
with the Licensed Software, distribution of the MySQL Database with
your developed applications requires a license from MySQL (http://www.mysql.com).
You shall contact MySQL for a license to distribute MySQL Database.
4. Restrictions on Use: In addition to all other terms and
conditions of this Agreement, you shall not:
(i) remove any copyright, trademark or other proprietary notices
from the Licensed Software or its copies;
(ii) make any copies except for one back-up or archival copy, for
temporary emergency purpose;
(iii) rent, lease, sublicense or distribute the Licensed Software
or any portions except as part of your developer application;
(iv) use the Licensed Software in a computer-based services business
or stand alone application to monitor the network or publicly display
visual output of the Licensed Software or use the Licensed Software
for the benefit of any other person or entity;
(v) modify or enhance the Licensed Software;
(vi) 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, and online
access to product documentation for a period of one year on payment
of support fees as set forth in AdventNet's online store (https://store.adventnet.com).
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.
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 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. In no
case shall the aggregate liability exceed the aggregate amount paid
by Licensee for the Licensed Software under this Agreement.
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.
