IMPORTANT NOTICE: Please carefully read this License Agreement:
DOWNLOADING, INSTALLING AND/OR USING THE SOFTWARE OR CLICKING “I ACCEPT” WHEN PROMPTED IN CONJUNCTION THEREWITH, YOU (“LICENSEE”) ACCEPT ALL OF THE TERMS AND CONDITIONS OF THIS LICENSE. IF YOU ARE ACCEPTING THESE TERMS ON BEHALF OF ANOTHER PERSON OR LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE FULL LEGAL AUTHORITY TO ACCEPT ON BEHALF OF AND BIND THAT PERSON OR LEGAL ENTITY TO THESE TERMS.
SOFTWARE LICENSE AGREEMENT
“Computer” any electronic device that accepts information in digital or similar form and manipulates it for a specific result based on a sequence of instructions;
“Intellectual Property Rights” all intellectual and industrial property rights including patents, know-how, moral rights, registered trade marks, registered designs, utility models, applications for and rights to apply for any of the foregoing, unregistered design rights, unregistered trade marks, rights to prevent passing off for unfair competition and copyright, database rights, topography rights and any other rights in any invention, discovery or process, in each case in the Republic of Bulgaria and all other countries in the world and together with all renewals and extensions;
“License” the rights granted to the Licensee in relation to the specific defined version of the Software under this Agreement. The Software is licensed, not sold, and no rights are granted other than those expressly set forth in this License;
“Licensee” the person who installs the Software on a Computer for his own personal use; or where the Software is installed onto a Computer on behalf of an employer, another person, or entity the employer, other person or organization on whose behalf the Software has been installed;
“License Fee(s)” the fees payable by the Licensee to the Licensor excluding VAT and all other relevant taxes where applicable, as detailed by the Licensor from time to time;
“Licensor” City24 Pty. Ltd., registered in Australia
“Software” Any one or more than one of the following software components in executable form only: MSSQLServerAuditor (including any related manuals, help files or other documentation and packaging) licensed to the Licensee by the Licensor under this License;
2. TRIAL LICENSE
Licensor grants Licensee the right to use the Software upon the terms and conditions of this License for a period of 30 days (“Trial Period”) for the purpose of evaluating whether or not the Software meet the Licensee’s requirements.
Upon expiry of the Trial Period if the Software has met Licensee’s requirements and where Licensee wishes to enter into a full License, the Licensee will become fully bound by this License and pay to Licensor the License Fee(s).
In case that the Software does not meet the Licensee’s requirements, or where Licensee otherwise does not wish to enter into a full License, Licensee shall return or destroy (as Licensee shall instruct) the Software and all copies, in whole or in part, in any form including partial copies or modifications of the Software received from the Licensor or made in connection with this License and all documentation relating thereto and Licensee shall provide Licensor with a certificate (if requested) certifying that the same has been done and any rights of the Licensee to use the Software shall cease.
The Licensee’s only right to use the Software is by virtue of this License and the Licensee acknowledges that all Intellectual Property Rights in or relating to the Software and all parts of the Software are and shall remain the exclusive property of the Licensor.
The Licensee further acknowledges that all Intellectual Property Rights in or relating to any improvement, modification or adaptation of the Software arising directly or indirectly from the Licensee using the Software are and shall remain the exclusive property of the Licensor. As such the Licensee hereby assigns to the Licensor, with full title guarantee, all such improvements, modifications or adaptations with the intention that such improvements, modifications or adaptations should forthwith, upon creation, vest in the Licensor. The Licensor hereby grants to the Licensee a license to use such improvements, modifications or adaptations on the same terms as the License to use the Software set out in this License.
The Licensee agrees that it shall not remove or alter any trademarks, copyright notices or similar proprietary devices, including without limitation any electronic watermarks or other identifiers, that may be incorporated in the Software or any copy of the Software.
Provided that the Licensee has paid the appropriate License Fees and in relation to the rights of the Licensor to terminate the License under this Agreement, the Licensor grants to the Licensee, in the country where the Software was downloaded, for the term of this License a limited, personal, non-exclusive, non-sub-licensable and non-transferable license to use and copy the Software for use on a single computer owned, leased and/or controlled by the Licensee or its employer or organization for whom the Licensee has installed the Software for internal use; make one copy of the Software in machine readable form for normal operational security and back-up purposes provided that such copy is not installed on any computer at any time when the original copy of the Software supplied to the Licensee is installed upon any computer. This License will apply to such copy as it applies to the original copy of the Software installed by the Licensee. Such copy and the media on which it is stored will be the property of the Licensor and the Licensee shall ensure that such copy bears the Licensor’s proprietary notice.
All rights not expressly granted to the Licensee under this License are reserved to the Licensor, and the Licensee agrees not to take or permit any action with respect to the Software that is not expressly authorized under this License. For the avoidance of doubt the Licensee has no right to use, incorporate into other products, copy, publish, display, modify, translate the Software or any modification, adaptation or copy of the Software or any part thereof, nor to decompile, reverse engineer, or disassemble the source code of the Software, either in whole or in part, other than as expressly permitted under this License.
If the Licensee breaches Confidentiality clause, the License or rights granted will automatically terminate.
The Software is licensed to the Licensee only. The Licensee may not rent, lease, sub-license, sell, assign, pledge the Software, on a temporary or permanent basis without the prior written consent of the Licensor.
The structure, organization and source code of the Software are the valuable trade secrets and proprietary confidential information of the Licensor and its licensors. The Licensee agrees not to provide or disclose any such confidential information in the Software derived from it to any third party, including where such confidential information is derived under any applicable law as set out in License.
The provisions of this clause will not apply to any information which is lawfully obtained free of any duty of confidentiality (otherwise than directly or indirectly from the Licensor); or already in the Licensee’s possession, provided that Licensee can show such possession from written records (other than as a result of a breach of this clause); or which the Licensee can demonstrate is in the public domain (other than as a result of a breach of this clause); or to the extent that any information is necessarily disclosed pursuant to a statutory or regulatory obligation or court order, such disclosure shall not be a breach of this clause.
The Software is provided “as is” with no representation, guarantee or warranty of any kind as to its functionality. All other terms, conditions and warranties expressed or implied whether statutorily or otherwise are hereby expressly excluded.
7. LIMITATION AND EXCLUSION OF LIABILITY
The Licensor does not exclude its liability (if any) to the Licensee for personal injury or death resulting from the Licensor’s negligence; or for any matter for which it would be illegal for the Licensor to exclude or to attempt to exclude its liability; or for fraud.
THE LICENSOR MAKES NO EXPRESS WARRANTIES WITH RESPECT TO THE SOFTWARE AND THE LICENSOR HEREBY EXCLUDES TO THE FULLEST EXTENT PERMISSIBLE IN LAW, ALL CONDITIONS, WARRANTIES (INCLUDING WITHOUT LIMITATION ANY WARRANTY THAT THE SOFTWARE WILL MEET THE LICENSEE’S REQUIREMENTS OR THAT ITS OPERATION WILL BE UNINTERRUPTED OR ERROR FREE) AND STIPULATIONS, EXPRESS (OTHER THAN THOSE SET OUT IN THIS LICENSE) OR IMPLIED, STATUTORY, CUSTOMARY OR OTHERWISE WHICH, BUT FOR SUCH EXCLUSION, WOULD OR MIGHT SUBSIST IN FAVOUR OF THE LICENSEE. EXCEPT AS SET OUT IN THIS LICENSE THE LICENSEE ASSUMES THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SOFTWARE AND SHOULD THE SOFTWARE PROVE DEFECTIVE, THE LICENSEE (AND NOT THE LICENSOR) ASSUMES THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION.
THE LICENSOR SHALL NOT BE LIABLE TO THE LICENSEE FOR ANY OF THE FOLLOWING TYPES OF LOSS OR DAMAGE ARISING UNDER OR IN RELATION TO THIS AGREEMENT (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY, RESTITUTION OR OTHERWISE): ANY LOSS OF PROFITS, BUSINESS, CONTRACTS, ANTICIPATED SAVINGS, GOODWILL, OR REVENUE; OR ANY LOSS OR CORRUPTION OF DATA; OR ANY INDIRECT OR CONSEQUENTIAL LOSS OR DAMAGE WHATSOEVER, EVEN IF THE LICENSOR HAS BEEN ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.
THE LICENSOR’S AGGREGATE LIABILITY UNDER THIS LICENSE WHATSOEVER (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY, RESTITUTION OR OTHERWISE) FOR ANY INJURY, DEATH, DAMAGE OR DIRECT LOSS HOWSOEVER CAUSED (OTHER THAN FOR DEATH OR PERSONAL INJURY CAUSED BY THE LICENSOR’S NEGLIGENCE) WILL BE LIMITED TO THE PRICE PAID FOR THE SOFTWARE.
8. LICENSE TERMINATION
This License shall commence upon the earlier of the Licensee’s acceptance of this License and shall continue until terminated in accordance with this License.
This License will terminate automatically if the Licensee uninstalls the Software , fails to comply with any term or condition of this License or uninstalls and destroys or voluntarily returns the Software to the Licensor.
The Licensor may terminate this License immediately and without notice if it reasonably suspects that Licensee is using the Software for any purpose which contravenes the laws in the European Union. Licensee’s sole remedy in this circumstance shall be limited to the purchase price of the Software.
Upon termination of this License for any reason whatsoever the Licensee must uninstall the Software and destroy, and upon request of the Licensor certify the destruction of, all copies of the Software including all components of it in the Licensee’s possession.
The termination of this License howsoever arising is without prejudice to the rights, duties and liabilities of either party accrued prior to termination.
9. COMPLIANCE WITH APPLICABLE LAW
The Licensee acknowledges and agrees that notwithstanding the fact that this License is governed by the laws of Republic of Bulgaria, the Licensee may be subject to additional laws in other jurisdictions with respect to the Licensee’s use of the Software. The Licensee will comply with the laws of any jurisdiction that apply to the, including without limitation any applicable export laws or regulations.
If any clause or part of this License is found by any court, tribunal, administrative body or authority of competent jurisdiction to be illegal, invalid or unenforceable then that provision will, to the extent required, be severed from this License and will be ineffective without, as far as is possible, modifying any other clause or part of this License and this will not affect any other provisions of this License which will remain in full force and effect.
11. ENTIRE AGREEMENT
This License contains all the terms which the parties have agreed in relation to the subject matter of this License and supersedes any prior written or oral agreements, representations (save for any fraudulent misrepresentations) or understandings between the parties in relation to such subject matter.
12. REVISIONS TO TERMS
The Licensor reserves the right to revise the terms of this License by updating the License on its website, or by notifying the Licensee by post or by email. The Licensee is advised to check this License periodically for notices concerning revisions. The Licensee’s continued use of the Software shall be deemed to constitute acceptance of any revised terms.
13. ACCEPTANCE OF LICENSE
The Licensee will be deemed to have accepted the terms of this License by installing the Software onto any computer.