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NOTICE—READ THIS SOFTWARE LICENSE AGREEMENT (THE "AGREEMENT") BEFORE DOWNLOADING, COPYING OR USING THE SOFTWARE (AS DEFINED BELOW).
BY DOWNLOADING, INSTALLING AND USING ALL OR ANY PORTION OF THE SOFTWARE, YOU BECOME A PARTY TO THIS AGREEMENT AS LICENSEE (AS DEFINED BELOW) AND ARE CONSENTING TO BE BOUND BY ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT ACCEPT THESE TERMS AND CONDITIONS, YOU SHOULD NOT DOWNLOAD, INSTALL AND USE THE SOFTWARE.
PLEASE NOTE THAT YOU MAY NOT USE, COPY, MODIFY OR TRANSFER THE SOFTWARE EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT.
1. PARTIES.
(a) "Licensor" means Artima, Inc., a California corporation, having its principal place of business at 2070 N. Broadway #305, Walnut Creek, California 94597.
(b) "Licensee" means the sole proprietorship, legal entity, or individual specified in the License Certificate. For legal entities, "Licensee" includes any entity which controls, is controlled by, or is under common control with Licensee. For purposes of this definition, "control" means (i) the power, direct or indirect, to cause the direction or management of such entity, whether by contract or otherwise, or (ii) ownership of fifty percent (50%) or more of the outstanding shares or beneficial ownership of such entity. For purposes of this definition, "individual" means a natural person and not a corporation, company, partnership or association, or other entity or organization.
2. DEFINITIONS.
(a) "Activated Software" means Software that has been activated for the term purchased by Licensee as set forth in the applicable License Certificate.
(b) "Artima Account" means the Licensee's or Authorized User's profile record on http://www.artima.com, which identifies Authorized User(s) and license(s) for the Software. Sharing credentials for an Artima Account is not permitted.
(c) "Authorized User" means any employee, independent contractor, or other temporary worker authorized by Licensee to use the Activated Software while performing duties within the scope of their employment or assignment, or if Licensee is an individual, that individual is the Authorized User. Licensor will issue each Authorized User a License Key to authorize access to the Software for the term of the applicable License Certificate.
(d) "License Certificate" means evidence of a license to the Activated Software provided by Licensor to Licensee in electronic or printed form and the term of such license.
(e) "License Key" means a unique key-code that enables a single Authorized User to activate the Software at a time; the License Key may be embedded in a license file. Only Licensor is permitted to produce License Keys for the Software.
(f) "Server" means a computer or device on Licensee's network that manages network resources specifically build automation.
(g) "Server License" means a separate license that enables Licensee to install and access the Software on a Server and only if the applicable Server License fees have been paid.
(h) "Software" means the software of Licensor known as Artima SuperSafe in binary form, and its related documentation, and any upgrades of the Software provided pursuant to this Agreement.
(i) "Unactivated Software" means Software that has not been activated. A License Key must be purchased by Licensee to activate the Software for the desired term.
3. OWNERSHIP.
(a) The Software is the property of Licensor. The Software is licensed, not sold. Title and copyrights and other intellectual property rights to the Software, in whole and in part, and all copies thereof, and all modifications, enhancements, derivatives and other alterations of the Software regardless of who made any modifications, if any, are, and will remain, the sole and exclusive property of Licensor.
(b) The Software is protected by United States intellectual property laws and international treaty provisions. Further, the structure, organization, and code embodied in the Software are the valuable and confidential trade secrets of Licensor. Licensee agrees to abide by the copyright law and all other applicable laws of the United States and international treaty provisions.
4. GRANT OF LICENSE.
(a) The Software may be licensed, installed and accessed as follows:
(i) Unactivated Software: Subject to the terms, conditions, and limitations set forth in this Agreement, including any amendments thereto, Licensor hereby grants to Licensee a limited, non-exclusive, non-transferable license to access and use the Unactivated Software. Licensee may install and use any version of the Software on any number of computers and on any operating system supported by the Software; however, in the absence of a License Key file, the Unactivated Software will operate with reduced features. For purposes of clarity, a separate Server License must be purchased for installation of the Software on a Server as set forth in Subsection (iii) below.
(ii) Activated Software: Subject to the terms, conditions, and limitations set forth in this Agreement, including any amendments thereto, Licensor hereby grants to Licensee a limited, non-exclusive, non-transferable license to access and use the Activated Software for a term that depends upon the amount of time purchased as set forth in the applicable License Certificate. Licensee may install and use a License Key file to activate the Software for the term set forth in the License Certificate (which depends upon the length of term purchased by the Licensee) on any number of computers and on any operating system supported by the Software; provided that a number of concurrent users of Activated Software never exceeds the number of Authorized Users specified in the appropriate License Certificate and that the same License Key is not used by multiple Authorized Users, on multiple computers, or on different operating systems at a time. For purposes of clarity, a separate Server License must be purchased for installation of the Software on a Server as set forth in Subsection (iii) below.
(iii) Server License A separate Server License must be purchased for each Server to access and use the Software subject to the terms, conditions, and limitations set forth in this Agreement, including any amendments thereto for license of the Software described in Subsection (ii) or Subsection (iii) above.
(b) Licensee (and any of Licensee's Authorized Users) may not:
(i) sell, redistribute, encumber, give, lend, rent, lease, sublicense, or otherwise transfer the Software, or any portions of the Software, to any third party without the prior written consent of Licensor;
(ii) remove any of Licensor's copyright notices incorporated in the Software;
(iii) reverse engineer, decompile, disassemble, modify, translate, make any attempt to discover the source code of the Software, or create derivative works from the Software; or
(iv) use the same License Key concurrently by multiple Authorized Users or computers. The Software may contain a feature preventing concurrent use of the same License Key.
(c) The Software contains a feature that may automatically disable or limit the features of the Activated Software upon the expiration of the term set forth in the applicable License Certificate. Licensee may not disable, destroy, or remove this feature of the Software, and any attempt to do so will be in violation of this Agreement and will terminate Licensee's rights to use the Software.
(d) Licensee (and its Authorized Users) shall take all reasonable steps to safeguard Authorized User's License Key for the Activated Software so as to ensure that no unauthorized person will have access to it, and that no persons authorized to have access will make any unauthorized use. Licensee shall promptly report to Licensor any unauthorized use of the Activated Software of which Licensees become aware and shall take such further steps as may reasonably be requested by Licensor to prevent unauthorized use thereof.
5. RESTRICTED USE DURING EVALUATION PERIOD.
(a) Licensee may elect to obtain a limited license to activate the Software for evaluation purposes without charge for a period of thirty (30) days from the date Licensee agrees to this Agreement and downloads the Software unless otherwise specified (the "Evaluation Period"). Licensee's use of the Activated Software during the Evaluation Period is subject to the terms and conditions of this Agreement.
(b) Licensee's use of the Activated Software during the Evaluation Period shall be limited to the internal evaluation of the Activated Software for the sole purpose of determining whether the Activated Software meets Licensee's requirements and whether Licensee desires to continue using the Activated Software.
(c) Upon expiration of the Evaluation Period, Licensee may purchase a License Key for continued use of the Activated Software for the desired term.
6. TERM AND TERMINATION.
(a) Except for licenses granted for an Evaluation Period, the license granted for the Active Software shall be for the term set forth in the applicable License Certificate.
(b) If Licensee fails to comply with the terms and conditions of this Agreement, this Agreement and Licensee's right and license to use the Software will terminate immediately. Licensee may terminate this Agreement at any time by notifying Licensor but is not entitled to a refund of any license fees paid for the Activated Software. Upon the termination of this Agreement, Licensee must cease accessing and using the Software and delete all license files from Licensee's computer(s), server(s), and archives.
LICENSEE AGREES THAT UPON TERMINATION OF THIS AGREEMENT FOR ANY REASON, LICENSOR MAY TAKE ACTIONS SO THAT THE SOFTWARE NO LONGER OPERATES.
7. RENEWALS.
(a) Licensee may renew the license for the Activated Software for another term by paying to Licensor the applicable renewal license fee for the length of the desired term published on Licensor's web site at www.artima.com. Each subsequent renewal term will commence on the payment date and will be reflected in a new License Certificate. Upon obtaining the License Key for a new renewal term from Licensor, Licensee (and any Authorized Users) shall destroy the License Key provided by Licensor for the previous term.
(b) The relationship between parties shall be governed and amended (if applicable) by the terms and conditions of the license agreement related to the Software available at www.artima.com on the day of the renewal term purchase.
8. UPGRADES.
Licensee will qualify for free upgrades during the term. If Licensor provides Licensee with a License Key for a new version of the Software, Licensee shall destroy the License Key provided by the Licensor for the previous version.
9. LIMITED WARRANTY.
THE SOFTWARE IS PROVIDED TO LICENSEE "AS IS" AND WITHOUT WARRANTIES. LICENSOR MAKES NO WARRANTY AS TO THE SOFTWARE'S USE OR PERFORMANCE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LICENSOR AND ITS AFFILIATES DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, WITH REGARD TO THE SOFTWARE.
10. DISCLAIMER AND LIMITATION OF LIABILITY.
(a) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL LICENSOR OR ITS AFFILIATES BE LIABLE TO LICENSEE UNDER ANY THEORY FOR ANY DAMAGES SUFFERED BY LICENSEE OR ANY USER OF THE SOFTWARE, OR FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, OR SIMILAR DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS OR CONFIDENTIAL OR OTHER INFORMATION OR USER CONTENT, 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 THE USE OR INABILITY TO USE SOFTWARE, OR THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED.
(b) IN ANY CASE, LICENSOR'S ENTIRE LIABILITY UNDER ANY PROVISION OF THIS AGREEMENT WILL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY LICENSEE FOR SOFTWARE FOR THE APPLICABLE TERM UNDER THIS AGREEMENT.
11. EXPORT CONTROL.
Licensee agrees to obey and comply with any and all applicable United States laws, rules, and regulations governing the export of software.
12. GENERAL.
(a) Licensor reserves the right at any time to cease the support of the Software and to alter prices, features, specifications, capabilities, functions, licensing terms, release dates, general availability or other characteristics of the Software.
(b) This Agreement constitutes the entire agreement between the parties concerning Licensee's use of the Software, and supersedes any and all prior or contemporaneous oral or written representations, communications, or advertising with respect to the Software. No purchase order, other ordering document or any hand written or typewritten text which purports to modify or supplement the printed text of this Agreement or any schedule will add to or vary the terms of this Agreement unless signed by both Licensee and Licensor.
(c) A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach.
(d) The provisions of this Agreement which require or contemplate performance after the expiration or termination of this Agreement will be enforceable notwithstanding said expiration or termination.
(e) This Agreement shall be governed by and construed according to the laws of California as such laws are applied to contracts made and to be performed entirely in California, but without reference to California's rules regarding conflicts of laws. All actions under this Agreement shall be brought in a federal or state court of competent jurisdiction in the County of San Francisco, California, and in no other jurisdiction.
(f) Titles are inserted for convenience only and will not affect in any way the meaning or interpretation of this Agreement.
(g) If any one or more of the provisions contained in this Agreement shall, for any reason, be held to be invalid, illegal, or unenforceable in any respect, then to the maximum extent permitted by law, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement.
(h) Either Licensor or Licensee may assign this Agreement in the event of a merger or sale of substantially all of its respective assets to another entity. This Agreement will be binding upon and will inure to the benefit of the parties, their successors and assigns.
13. ACKNOWLEDGMENT.
LICENSEE ACKNOWLEDGES THAT LICENSEE HAS READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.
For exceptions or modifications to this Agreement, please contact Licensor at:
Address: 2070 N Broadway #305, Walnut Creek, California 94597 USA
Fax: 1 (925) 394-7298
E-mail: sales@artima.com