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This License Agreement details the policy for license of AdventNet
ManageEngine® Security Manager Plus ("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 authorized 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, either the Free Edition or the Professional Edition, after the Evaluation Period, you agree to remove the software from 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
(a) Free Edition: Where applicable, if you choose
to use the Free Edition beyond the Evaluation Period, the Licensed
Software allows you to manage up to any 5 IPs. AdventNet grants
you a non-exclusive, non-transferable, worldwide license to use the
Licensed Software for no cost in perpetuity.
(b) Professional Edition 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, 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 you do not renew the Subscription beyond the duration, you agree to stop using the software, and remove the software from your 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.
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 and subject to applicable law, 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. Subject to applicable law, 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.
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. Any dispute arising out of or resulting from the terms of this Agreement shall be subject to the jurisdiction of competent Federal and State courts in Alameda County, California and the parties waive any claim in respect of inconvenience thereof. 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 give reasonable effect to 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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