This License Agreement details the policy for license of
AdventNet ManageEngine Firewall Analyzer
(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, after
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
Subscription License: As part of your choosing
to license the Subscription Model, AdventNet grants you a
fee-bearing, non-exclusive, non-transferable, worldwide license
to Use the Licensed Software including user documentation
that you have downloaded from 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, loading, locating, installing,
executing or displaying the Licensed Software as part of your
application. “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, 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 as part of the Subscription
License Fee.
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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