CORIOLIS® END-USER LICENSE AGREEMENT
(Click Through License)
This End-User License Agreement (“EULA”) is a legal agreement between you (either an individual or a legal entity) and Cloudbase Solutions S.R.L., a Romanian LLC with legal address at Memorandului Street, no. 76-78-80, apt. 38, Timisoara, Timiș County, Romania, (“Licensor”) for the software, which may also include associated media, printed materials, and “online” or electronic documentation (collectively the “Software”). “Software” shall also include all related documentation.
BY CLICKING THE ACCEPT BUTTON BELOW, OR BY DOWNLOADING, INSTALLING, OR OTHERWISE USING THE SOFTWARE YOU AGREE TO BE BOUND BY THE TERMS OF THIS EULA. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS EULA, THEN DO NOT CLICK THE ACCEPT BUTTON, INSTALL, DOWNLOAD, OR USE THE SOFTWARE. IF YOU CLICK THE ACCEPT BUTTON OR INSTALL, DOWNLOAD OR USE THE SOFTWARE, THE TERMS AND CONDITIONS OF THIS EULA ARE FULLY ACCEPTED BY YOU. If you agree to these terms on behalf of an organization, you hereby represent to Licensor that you are authorized to accept these terms on its behalf.
IF YOU DO NOT ACCEPT THE TERMS OF THIS EULA, CLICK THE “DECLINE” OR “CANCEL” BUTTON AND DO NOT INSTALL, DOWNLOAD OR USE THE SOFTWARE.
- GRANT OF LICENSE.
Licensor grants you the following rights provided that you comply with all terms and conditions of this EULA:
(a) Grant. Licensor hereby grants you a non-exclusive, non-transferable license, without rights to sublicense, to use the object code of the Software solely for your internal business purposes, provided such purpose is in accordance with the permitted uses of the Software as set forth in this EULA and the purpose for which the Software was designed as set forth in the applicable documentation for the Software, and to the extent permitted by your payment of applicable license fees. You may use the documentation accompanying the Software in connection with permitted uses of the Software.
(b) Installation and Use. You may install, use, access, display and run one copy of the Software on a single computer, such as a workstation, terminal, or other devices (“Workstation Computer”). The Software may not be used by more than one processor at any one time on any single Workstation Computer.
(c) Copies. For each machine you intend to use you will be able to download and install one copy. Upon installation, an ID will be generated. Based on the ID you will receive an activation key that will allow you to use the software for the purchased number of operations/migrations. You may use only one copy of the Software on a single computer at any given time. You may not make a copy of the Software available on a network where it could be used by multiple users at the same time. You may not make the Software available over a network where it could be downloaded by multiple users. You may make a single copy of the Software for backup purposes, provided such copy is not installed or used on any computer. At the time of registration of the Software, you may only register and put in use the most current version of the Software.
- TRIAL LICENSES.
(a) General. If available, the Software may be activated with no-cost evaluation Software License Key(s).
(b) Evaluation License. If you activate the Software with an evaluation Software License Key (“Evaluation Product”) you may use the Evaluation Product for the duration (Trial Period) and the number of operations/migrations granted by the Licensor and defined by the license key, only to evaluate the suitability of the Evaluation Product for licensing on a for-fee basis. The evaluation license should not be used for production workloads or other real-life work operations.
(c) Trial Limitations. If the Software was provided to you at no charge on a trial or evaluation basis, then the Software may be used only for the Trial Period and only for the allowed number of operations/migrations, unless you purchase a further license to the Software at the end of the Trial Period.
(d) THE EVALUATION PRODUCT IS PROVIDED TO YOU “AS IS” WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. LICENSOR BEARS NO LIABILITY FOR ANY DAMAGES RESULTING FROM USE (OR ATTEMPTED USE) OF THE EVALUATION PRODUCT THROUGH AND AFTER THE TRIAL PERIOD.
(e) No Support. The licensor has no duty to provide support to you during your use of the Evaluation Product.
- RESERVATION OF RIGHTS AND OWNERSHIP.
The Software is licensed, and not sold, to you for use only under the terms of this EULA. The Software is protected by copyright and other intellectual property laws and treaties. Licensor or its suppliers own the title, copyright, and other intellectual property rights in the Software. Except as expressly licensed to you herein, Licensor and its suppliers’ reserve all right, title, and interest in the Software and all associated copyrights, trademarks, and other intellectual property rights therein. The EULA is limited to the intellectual property rights of the Licensor and its suppliers in the Software and does not include any rights to other intellectual property.
- LIMITATIONS ON REVERSE ENGINEERING, DECOMPILATION, AND DISASSEMBLY.
You may not reverse engineer, decompile, or disassemble the Software by any means whatsoever, or alter, modify, enhance, or create a derivative work of the Software. You may not remove, alter, or obscure any product identification, copyright, or other intellectual property notices in the software.
- NO RENTAL/COMMERCIAL HOSTING.
You may not rent, lease, lend or provide services with the Software for third parties. You may not use the Software to provide commercial services to third parties.
- CONSENT TO USE OF DATA.
You agree that Licensor and its affiliates may collect and use technical information gathered during any Trial Period or as part of the product support services provided to you, if any, related to the Software. Licensor may use this information to improve its products or to provide customized services or technologies to you and will not disclose this information in a form that personally identifies you.
- TRANSFER.
During active support periods, after the initial installation, you cannot copy/move the Software to a different Workstation Computer; such transfer may require you to contact Licensor to effectuate such transfer. If such a transfer takes place with the Licensor’s approval and support, you must completely remove the Software from the former/initial Workstation/ Computer after the transfer. NOTWITHSTANDING THE FOREGOING, YOU MAY NOT TRANSFER EVALUATION PRODUCTS OR PRE-RELEASE COPIES OF THE SOFTWARE. YOU MAY NOT SUBLICENSE, RENT OR LEASE YOUR RIGHTS IN THE SOFTWARE OR AUTHORIZE ANY PORTION OF THE SOFTWARE TO BE COPIED EXCEPT AS MAY BE EXPRESSLY PERMITTED IN THIS EULA.
- TERMINATION.
This EULA is granted for a fixed period and for limited usage. It will come into force on the activation date and will continue in force for the granted term or until complete usage, whichever comes first unless terminated otherwise.
This EULA is effective until terminated. Your rights under this EULA will terminate immediately and automatically if you fail to comply with any of the terms and conditions of this EULA. Promptly upon termination, you must cease all use of the Software, destroy all copies of the Software in your possession or control, and, upon request of Licensor, certify such destruction. Licensor’s termination of this EULA will not limit any of Licensor’s other rights or remedies at law or in equity.
- ADDITIONAL SOFTWARE/SERVICES.
This EULA applies to updates, supplements, add-on components, or Internet-based services components, of the Software that Licensor may provide to you or make available to you after the date you obtain your initial copy of the Software unless we provide other terms along with the update, supplement, add-on component, or Internet-based services component. Licensor reserves the right to discontinue any Internet-based services provided to you or made available to you through the use of the Software.
- UPGRADES.
To use Software identified as an upgrade, you must first be licensed for the Software identified by Licensor as eligible for the upgrade. Except as otherwise provided in writing, after upgrading, you may no longer use the Software that formed the basis for your upgrade eligibility.
- SUPPORT AND SUBSCRIPTION SERVICES ARE NOT INCLUDED.
The licensor will not provide any support services under this EULA. This EULA does not give you any rights to any updates or upgrades to the Software or to any extensions or enhancements to the Software developed by Licensor at any time in the future. Licensor may offer support services separately. Any supplemental software code or related materials that the Licensor provides to you as part of any support services are to be considered part of the Software and are subject to the terms and conditions of this EULA.
- EXPORT RESTRICTIONS.
You acknowledge that the Software is subject to various European and national and international export control regulations jurisdiction. You agree to comply with all applicable national and international (re-) export control regulations. In any event of such transfer and/or use of the software you shall comply with the (re-) export control regulations of Romania, of the European Union, and of the United States of America.
- WARRANTY OF TITLE.
Licensor warrants that it owns and/or has the right to license the Software.
- DISCLAIMER OF WARRANTIES.
The express warranty in SECTION 13 IS in lieu of all other warranties, express, implied, or statutory, regarding the SOFTWARE AND DOCUMENTATION, including any warranties of merchantability and fitness for a particular purpose. YOU acknowledge that YOU HAVE NOT relied on ANY warranties other than the express warranty SET FORTH in SECTION 13 Licensor DOES NOT WARRANT THAT THE USE OR OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE.
- INTELLECTUAL PROPERTY INFRINGEMENT CLAIMS.
15.1 Indemnification Against Liability for Infringement. Licensor shall indemnify you against all liabilities, claims and legal costs (including reasonable attorney fees) paid to or for the benefit of a third party arising from any third-party claim or suit alleging that the Software infringes: (i) any copyright; (ii) the trade secret or trademark rights of any third party; or (iii) any U.S. patent existing on the date the Software in question is delivered to you. You shall promptly notify Licensor in writing of any such third-party claim. No failure to so notify Licensor shall relieve Licensor of its obligations under this Agreement except to the extent that Licensor can demonstrate damages attributable to such failure. Licensor shall be entitled to have sole control over the defense and settlement of such claim; provided that (i) you shall be entitled to participate in the defense of such claim and to employ counsel at your own expense to assist in the handling of such claim, and (ii) Licensor shall obtain the prior written approval from you before entering into any settlement of such claim or ceasing to defend against such claim if such settlement or cessation would cause injunctive or other equitable relief to be imposed against you.
15.2 Limitations on Indemnification. Licensor shall have no liability for, and shall not indemnify you against, any infringement claim resulting from: (i) modification of any Software; (ii) combination of any Software with hardware, software or other intellectual property provided by anyone other than Licensor; (iii) use of a superseded or altered release of some or all of the Software or any modification thereof furnished under this EULA including, but not limited to, your failure to use corrections, fixes, or enhancements made available by Licensor; or (iv) use of any Software in any manner not expressly contemplated hereunder.
15.3 Repair or Replacement of Infringing Software. In the event of a third-party infringement claim, Licensor shall, at its sole election and expense: (i) procure for you the right to continue to use the Software pursuant to this EULA; (ii) replace or modify the Software to make it non-infringing while still complying with the terms of this EULA; or (iii) if none of the above options is reasonably available, refund the license fees associated with the infringing portion of the Software, minus depreciation based on a three-year useful life.
15.4 Applicability to Third Party Products. Licensor makes no representations or warranties and provides no indemnification or replacement covenants of any kind with respect to Third Party Products. Licensor’s sole responsibility as to Third Party Products is to pass through any intellectual property warranties, indemnification, and replacement provisions that Licensor receives from the vendors or suppliers of such Third-Party Products and which Licensor is allowed to pass on. “Third Party Product” means application software products provided by third-party vendors, including the operating system and application software with which the Software interfaces and which provides certain functionality essential to the operation of the Software.
15.5 EXCEPT AS OTHERWISE PROVIDED HEREIN, Sections 15.1 through 15.4 state Licensor’s AND ITS THIRD-PARTY SUPPLIERS’ entire liability and CLIENT’s exclusive remedy for claims of infringement of intellectual property rights.
- OPEN-SOURCE DISCLOSURE.
Notwithstanding the foregoing license grant, you acknowledge that certain components of the software may be covered by so-called “open source” software licenses, which means any software licenses by the Open Source Initiative or any substantially similar licenses, including without limitation any license that, as a condition of distribution of the software licensed under such license, requires that the distributor make the software available in source code format (such components, “Open Source Components”). The licensor will provide a list of Open-Source Components for a particular version of the Software upon your request. To the extent required by the licenses covering Open-Source Components, the terms of such licenses will apply in lieu of the terms of this Eula. By accepting the terms of this EULA, you are accepting the terms of the open-source license agreements, that govern the use of such open-source software, including all disclaimers of warranty and limitations of liability set forth therein.
- EXCLUSION OF INCIDENTAL, CONSEQUENTIAL, AND CERTAIN OTHER DAMAGES.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL LICENSOR OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS OR CONFIDENTIAL OR OTHER INFORMATION, FOR BUSINESS INTERRUPTION, FOR PERSONAL INJURY, FOR LOSS OF PRIVACY, FOR FAILURE TO MEET ANY DUTY INCLUDING OF GOOD FAITH OR OF REASONABLE CARE, FOR NEGLIGENCE, AND FOR ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE SOFTWARE, THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT OR OTHER SERVICES, INFORMATON, SOFTWARE, AND RELATED CONTENT THROUGH THE SOFTWARE OR OTHERWISE ARISING OUT OF THE USE OF THE SOFTWARE, OR OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION OF THIS EULA, EVEN IN THE EVENT OF THE FAULT, TORT (INCLUDING NEGLIGENCE), MISREPRESENTATION, STRICT LIABILITY, BREACH OF CONTRACT OR BREACH OF WARRANTY OF LICENSOR OR ANY SUPPLIER, AND EVEN IF LICENSOR OR ANY SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
- LIMITATION OF LIABILITY AND REMEDIES.
Notwithstanding any damages that you might incur for any reason whatsoever (including, without limitation, all damages referenced herein and all direct or general damages in the contract or anything else), the entire liability of the Licensor and any of its suppliers under any provision of this EULA and your exclusive remedy hereunder (except for any remedy of repair or replacement elected by Licensor) shall be limited to actual, direct damages up to the amount actually paid by you for the Software. The foregoing limitations, exclusions, and disclaimers (including Sections 14, 15, 16, and 17) shall apply to the maximum extent permitted by applicable law, even if any remedy fails its essential purpose.
- APPLICABLE LAW.
This EULA will be governed by the laws of Romania. Unless expressly waived by the Licensor in writing for the particular instance or contrary to local law, the sole and exclusive jurisdiction and venue for actions related to the subject matter hereof shall be the Timișoara relevant court. Both parties consent to the jurisdiction of such courts and agree that the process may be served in the manner provided herein for giving of notices or otherwise as allowed by Romanian. The parties agree that the UN Convention on Contracts for the International Sale of Goods shall not apply to this EULA nor to any dispute or transaction arising out of this EULA.
20. FOREIGN CORRUPT PRACTICES ACT (FCPA) COMPLIANCE STATEMENT
(ii) pay, offer or promise to pay, or authorize the payment, directly or indirectly, of any money or anything of value to any individual for the purpose of influencing any act or decision, including forbearance from action, of the individual in connection with the activities of the Licensor under the existing written or verbal distributor agreement.
(ii) any foreign political party or official thereof or candidate for foreign political office for the purpose of influencing or inducing any official act or decision of such party, official, or candidate to use his, her, or its influence to affect any act or decision of a foreign governmental authority. The Licensor also agrees not to take any action that would violate any applicable anti-bribery or anti-corruption laws of Romania.
21. ENTIRE AGREEMENT; SEVERABILITY.
This Agreement sets forth the Licensor’s entire liability and your exclusive remedy with respect to the Software and supersedes the terms of any purchase orders and any other communications or advertising with respect to the Software. You acknowledge that this Agreement is a complete statement of the agreement between you and Licensor with respect to the Software and that there are no other prior or contemporaneous understandings, promises, representations, or descriptions with respect to the Software. No amendment to or modification of this EULA will be binding unless made in writing and signed by the Licensor. No failure to exercise and no delay in exercising, on the part of either party, any right or any power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of any other right hereunder. If any provision of this EULA is held to be void, invalid, unenforceable, or illegal, the other provisions shall continue in full force and effect the invalid, unenforceable, or illegal provision shall be amended to achieve as closely as possible the effect of the original term.
22. INJUNCTIVE RELIEF.
You agree that a breach of this EULA adversely affecting the Licensor’s proprietary rights in the Software may cause irreparable injury to the Licensor for which monetary damages would not be an adequate remedy and the Licensor shall be entitled to seek equitable relief in addition to any remedies it may have hereunder or at law.
23. CONFIDENTIAL INFORMATION.
You acknowledge and agree that the Software and all information emanating from the Software and Licensor’s business in any form are valuable trade secrets of the Licensor and “Confidential Information.” You agree that you will not, during or after the term of this Agreement, permit the duplication, use, or disclosure of any such Confidential Information to any person (other than your employees, agents, or representatives), unless such duplication, use, or disclosure is specifically authorized by Licensor in writing prior to any disclosure. You shall use reasonable diligence and in no event less than that degree of care that you use in respect to your own confidential information of like nature, to prevent the unauthorized disclosure or reproduction of the Confidential Information. Without limiting the generality of the foregoing, to the extent that this Agreement permits the copying of Confidential Information, all such copies shall bear the same confidentiality notices, legends, and intellectual property rights designations that appear in the original versions and the party shall keep detailed records of the location of all Confidential Information.
24. SURVIVAL.
The provisions of this Section 24 and Section 3, 6, 8, 14, 16, 17, 18, 20, 21, 22, 23, and 24 shall survive termination or expiration of this Agreement, for any reason.