Shunra VE Desktop distribution permissions and end-user license agreement
Shunra Software Ltd.
Shunra Virtual Enterprise License Agreement
THIS END USER LICENSE AGREEMENT IS A LEGAL CONTRACT. BY CLICKING THE "I AGREE" OPTION UPON INSTALLATION, OR BY INSTALLING, COPYING OR OTHERWISE USING THE PRODUCT, YOU AGREE TO BE BOUND BY ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT
This Licensee License Agreement (this "Agreement") is entered into by and between Shunra Software Ltd. ("Shunra") and the company or individual named on the Order Confirmation form that accompanies this Shunra Product ("Licensee").
"License Key" shall mean the encryption decoding key purchased by Licensee from Shunra to enable use of the Product;
"Product" shall mean the Software comprising the Shunra Virtual Enterprise product, and all Related Materials provided to Licensee.
"Related Materials" means any and all materials provided by Shunra in connection with the Product, including without limitation, operating instructions, user manuals, and performance specifications, in any form.
"Software" means the software in object code format incorporated into the Products, or provided separately on disc, including any upgrades, updates, additions and copies of the Software licensed to the Licensee by Shunra hereunder. The term "Software" does not include, and this license is not intended to cover any third party software that is subject to a separate license agreement between the Licensee and the supplier of such third party product.
2. LICENSE GRANT
2.1 Subject to the terms and conditions set forth herein Shunra hereby grants to the Licensee, and Licensee hereby accepts, a non-exclusive, non-transferable license to install and use the Product solely for Licensee`s internal purposes at Licensee`s premises in the country in which your order for the Shunra Product is placed, by the number of users and/or computers specified and only on computers containing a valid License Key. The license granted herein may be an End-User License (Perpetual or Term).
2.2 You may:
Use the Product in accordance with the scope of the license designated in the Order Confirmation, on the number of computer terminals specified in the Order Confirmation (if applicable), and only on computers containing a valid License Key;
b) Permit third party service providers to utilize the Product at the Location on your behalf, for your internal purposes only, provided that such third party service provider has agreed to be bound by the terms and conditions of this Agreement.
2.3 You may not:
Reverse engineer, decompile or disassemble the Product or any component thereof, including the Software, or any License Key that has been provided to Licensee for the Product, or use the components of the Product separately from one another.
Modify, adapt, alter or otherwise use parts, portions or elements of the Product, or translate, or create derivative works based on the Software or any part thereof.
Make copies of the Software or the Related Documentation or any portions thereof, except that Licensee may create copies of the Software and the Related Documentation for back-up purposes only.
Use the Product for any purpose other than Licensee`s internal purposes; without limiting the generality of the foregoing, Licensee may not use the Product to provide services to any third party, including affiliates or subsidiaries of Licensee
Use the Product at any location other than the Location (as defined in Section 2.3 (a) above).
Remove any proprietary notices, labels or marks on the Product or its components.
Rent, lease, transfer, sell, sub-license or otherwise grant any right in, or allow any third party to copy, use or have access to the Product or any component thereof, including the Software and the Related Documentation.
2.5 Licensee shall supervise and control the use of the Product by its employees and consultants in accordance with the terms of this Agreement.
3. PROPRIETARY RIGHTS
3.1 The Product is protected under national and international copyright trademark, patent and trade secrecy law. Licensee acknowledges and agrees that all right, title, and interest in and to the Products, including the Software and the Related Documentation, are and shall remain with Shunra, its suppliers, and/or its licensors, including without limitation, all copyrights, patent rights, trade secret rights and any other intellectual or industrial property rights therein. The license granted herein does not constitute a sale of the Software or Related Materials or any portion or copy of it. This Agreement and the license granted herein does not convey to Licensee any rights of ownership or title to the Software or Related Documentation, but only a limited right of use, revocable in accordance with the terms of this Agreement.
3.2 The Software is licensed to the Licensee for the Licensee`s internal use only, and the Product may not be used by, sub-licensed, re-sold, rented, or distributed to any other party. The Licensee may not assign the Licensee`s rights under this Agreement to any other party.
3.3 The Licensee acknowledges that the Software, and the concepts and ideas incorporated into the Product are valuable intellectual property of Shunra and/or its suppliers and/or licensors. The Licensee agrees not to copy the Product, nor to distribute any such concepts or ideas to any third party, or to develop methods to enable unauthorized parties to use the Product, or to develop any other product containing any of the concepts and ideas contained in the Product.
3.4 Shunra and its suppliers and/or licensors shall have the right, but not the obligation, to defend or settle, at their discretion, any legal action against the Licensee arising from a claim that the Licensee`s permitted use of the Product under this Agreement infringes any patent, copyright, or other ownership rights of a third party. Licensee agrees to provide Shunra written notice of any such claim within ten (10) days of Licensee`s notice thereof and provide reasonable cooperation in its defense. Shunra and its suppliers and/or licensors have sole discretion and control over such defense and all negotiations for a settlement or compromise, unless they decline to defend or settle, in which event Licensee is free to pursue any alternative available to Licensee.
4.1 This Agreement is effective upon Licensee clicking the "I AGREE" option upon installation, or by installing, copying or otherwise using the Product or any part thereof, whichever is the earlier.
4.2 Shunra may terminate this Agreement immediately upon the breach by Licensee of any term hereof or in the event that Licensee takes any action in derogation of Shunra`s rights to the Product. Upon termination of this Agreement, Licensee shall immediately discontinue all use of the Product and shall return the Product together with the accompanying Software and Related Documentation to Shunra or its authorized representative within thirty days of such termination.
5. LIMITED WARRANTY
SHUNRA MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED WITH RESPECT TO THE PRODUCT. SHUNRA EXPRESSLY DISCLAIMS ANY AND ALL PROMISES, REPRESENTATIONS, AND WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE PRODUCT, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. SHUNRA DOES NOT WARRANT THAT THE PRODUCT IS ERROR FREE OR THAT THE OPERATION OF THE PRODUCT WILL BE SECURE OR UNINTERRUPTED.
CERTAIN COMPONENTS OF THE PRODUCT, INCLUDING ELEMENTS OF THE SOFTWARE, HAVE BEEN PROVIDED TO SHUNRA BY THIRD PARTY SUPPLIERS AND/OR LICENSORS. NO SUCH THIRD PARTY WARRANTS THE PRODUCT, ASSUMES ANY LIABILITY WITH RESPECT TO THE PRODUCT OR UNDERTAKES TO PROVIDE ANY SUPPORT OR INFORMATION REGARDING THOSE ELEMENTS OF THE PRODUCT.
6. LIMITATION OF LIABILITY
IN NO EVENT SHALL SHUNRA BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION) ARISING OUT OF THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THE PRODUCT, OR FOR ANY LOSS OF OR DAMAGE TO PROPERTY. IN NO EVENT WILL SHUNRA`S LIABILITY UNDER THIS AGREEMENT EXCEED THE AMOUNT OF THE LICENSE FEES PAID BY LICENCEE TO SHUNRA IN THE TWELVE MONTH PERIOD PRECEDING ANY CLAIM BY LICENSEE.
No right, license, or interest to any trademark, trade name, service mark or logo of Shunra or any third party, are granted hereunder, and you agree that no such right, license, or interest, shall be asserted by you with respect to such trademarks.
8. SUPPORT AND MAINTENANCE
Support and Maintenance of the Software Product are available in accordance with Shunra`s standard Support and Maintenance Services Agreement, attached hereto as Exhibit A, as may be revised from time to time.
9.1 Any provision hereof which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective only to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or affecting the validity or enforceability of such provision in any other jurisdiction.
9.2 Headings of sections herein are inserted for ease of reference only and shall not be used for the construction or interpretation of this Agreement.
9.3 This Agreement shall be governed by the laws of New Jersey, U.S.A, excluding the application of its conflicts of law rule. The competent courts of New Jersey shall have exclusive jurisdiction over any dispute arising out of this Agreement and you hereby waive unconditionally any objection to the laying of venue of any lawsuit, action or other proceeding in such courts.
9.4 Licensee may not assign or otherwise transfer any of its rights or obligations under this Agreement. Any attempt by Licensee to sublicense, assign or transfer any of the rights, duties or obligations hereunder other than in accordance with the terms of this Agreement shall have no effect.
9.5 This Agreement sets forth the entire agreement between Shunra and Licensee regarding the licensing and servicing of the Products and supersedes all prior or contemporaneous oral or written agreements or representations with respect to the subject matter hereof. This Agreement shall prevail over any conflicting or additional terms of any other communication between the Parties. The provisions of any separate order documentation used by Licensee shall be of no effect (notwithstanding any provisions in such order document to the contrary).
EXHIBIT A - Maintenance and Software Subscription
Maintenance and Software Subscription
Maintenance and Software Subscription includes software updates and bug fixes and any software upgrades that become generally available to Shunra`s other licensees. Your use of any software updates, bug fixes and/or software upgrades provided hereunder shall be governed by the terms and conditions set forth in the Agreement.
You will be eligible to receive email support, and any software updates, bug fixes and/or software upgrades provided that you have fully paid up all of the applicable license and support or maintenance fees. Notwithstanding any provisions limiting liability under this Agreement, Shunra`s maintenance services hereunder shall not extend in the event the Software Product or any part or component thereof:
(i) have been subject to misuse, negligence, accident, improper installation or use or have been subject to maintenance by anyone other than Shunra, or;
(ii) have been modified, repaired or altered by anyone other than Shunra; or
(iii) have been combined with or installed on/with software products, or equipment, not authorized in writing by Shunra; or
(iv) have been damaged by causes beyond the control of Shunra;
Your Serial Number:
Important: Please save this License Agreement for your records. Your serial number is required for upgrades and technical support.
This product can be freely distributed through the Internet. To publish it on a CD, please contact email@example.com.