This License Agreement details the policy for license of Soneco's NetVizura tool-set ("Licensed Software" or “Software”) on the following topics:
- Evaluation License
- Commercial License
Please read the following license carefully, before either (i) completing the electronic order or download of the Licensed Software from an authorised 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.
EVALUATION LICENSE
1. Grant of License. Licensor grants you a limited, internal use, non-exclusive, non-transferable license to use the Software solely to evaluate its suitability for your internal business requirements during the Evaluation Period. All use will be governed by the terms set forth below.
2. Limited Use Software. Portions of the full-use version of the Software may be withheld or unusable and use of the Software may require accessing portions of the Software remotely through the Internet. Full use of the Software may be restricted by technological protections.
3. Disclaimer of Warranty. THE SOFTWARE IS PROVIDED ONLY FOR EVALUATION PURPOSES ON AN "AS IS" BASIS. LICENSOR EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
4. Limitation of Liability. IN NO EVENT WILL LICENSOR BE LIABLE FOR ANY DAMAGES, INCLUDING LOST PROFITS OR DATA, OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES, ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE OR ANY DATA SUPPLIED THEREWITH, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY.
5. Validity. If you have received the Software for purposes of evaluation, regardless of how labeled, the use of the Software is limited to a 30 day period of time, from the date of installation. This License begins upon installing the Licensed Software and ends thirty (30) days thereafter ("Evaluation Period"). If you are not willing to use the Licensed Software, after the Evaluation Period, delete all the copies installed in your computer with immediate effect.
6. Termination. This license may be terminated by Licensor at any time upon notice to you and will automatically terminate, without notice, upon the first to occur of the following: (i) the completion of your evaluation of the Software or (ii) the expiration of the Evaluation Period.
7. Free Edition. Where applicable, if you choose to use the Free Edition beyond the Evaluation Period, Soneco grants you a non-exclusive, non-transferable, world-wide license to use the Licensed Software for no cost in perpetuity.
COMMERCIAL LICENSE
1. Grant of License. This End-User License Agreement ("License") is a legal contract between you (either (a) an user or (b) a business organization) ("Licensee" or "you") and software provider ("Licensor" or "Soneco") that contains rights and restrictions associated with use of the accompanying software and documentation ("Software"). The Software also includes any updates, add-on components, web services and supplements that Licensor may in the future provide to you or make available to you, to the extent such items are not accompanied by a separate license agreement or terms of use. The Software is licensed, not sold. Licensor is willing to license the Software to you only if you accept the terms and conditions of this License. Read the License carefully before installing the Software. By installing and/or using the Software, you agree to the terms and conditions of this License. Upon your payment of the full license price and acceptance of this License, Soneco grants to you ("Licensee") a non-exclusive, non-assignable, non-transferable limited license to install and use the Software on the terms and conditions set forth herein.
2. 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, in any manner.
3. Restrictions on Use of Software. Licensee may install and use the Software only for internal business purposes. Licensee will not rent, lease, lend, sublicense, redistribute or otherwise allow third parties to use the Software directly or indirectly, whether on a time sharing, remote job entry, or service bureau arrangement or to provide commercial hosting services to third parties. Notwithstanding the foregoing, Licensee shall be permitted to perform all acts necessary to use the Software for its intended purpose including providing access to Software for independent consultants and subcontractors, solely for Licensee's internal business purposes.
4. Enterprise Machine License. A Enterprise Machine License is required to use the Software. If you acquired a License for the Software, a copy of the Software installed on a single computer, as set forth in the license and subjected to the exceptions set forth in Section 5, may be shared, through the web-part of the Software, for internal use by employees and contractors of your business, provided that the individual users must work within one country within the stated company.
5. No Modification Non-Use by Third Parties. Licensee may not modify the Software files, executables, or otherwise. Use of this Software is limited to first party applications. Licensee may not, directly or indirectly, provide as a service, use of the Software. By way of example, but not as limitations this includes providing a networked interface to the software, direct or indirect use of the Software for other persons by the Licensee, or knowingly allowing third parties to access the Software.
The following are the exceptions to the provisions of this Section 5: (i) if you represent a Web Hosting company (also referred to as Managed Service Providers, Internet Service Providers, or xSPs), you may use the Software to test and report the applications, servers and equipment Resources you use to provide hosting services to your customers; (ii) if you operate a Data Center or provide Infrastructure Services, you may use the Software to test and report applications, servers and equipment whether such Resources are owned by you or your customers; (iii) If you are an IT Consultant, IT Solution Provider, or Facilities Management Provider, who deploy or maintain networks, security solutions, communications solutions, hardware, software components, upgrades, etc, you are required to individually license each of your customers.
This License is for the use of the Software in executable form only. Licensee agrees to take all reasonable precautions to secure the Software from distribution to any third party.
6. Other Restrictions. Licensee agrees that the Software is the sole and exclusive property of Soneco and is proprietary to Soneco. Licensee shall use the Software only as expressly permitted by this License and shall keep confidential and use the Licensee's best efforts to prevent and protect the contents of the Software (or any part thereof) from unauthorized disclosure. Licensee shall not modify, decompile, disassemble, decrypt, extract, or otherwise reverse engineer Software. Software may not be leased, assigned, or sublicensed, in whole or in part. Licensee accepts full responsibility for use of the Software including, but not limited to, acceptance of full responsibility pursuant to third party software and licensing agreements regarding the use of the Software to modify, examine, or otherwise process such third party software. Licensee shall have sole responsibility for the installation of the Software.
7. Maintenance and Support. If ordered by you and upon payment of the applicable fee, you are entitled to receive technical support and update services, including corrections, fixes, enhancements and new version downloads of the Software (the "Maintenance and Support" services) as such are made generally available to you. These services can be offered and delivered from Licensor or by its authorized distributor ("Reseller") in accordance with then-current maintenance terms for the applicable maintenance level purchased by you. The provision and use of Maintenance and Support services is governed by the Licensor's or its Reseller's policies and programs described in the online documentation. Any supplemental software code provided to you as part of the Maintenance Services shall be considered part of the Software and subject to the terms and conditions of this License. Maintenance services will not include any releases of the Software that Licensor determines to be a separate product or for which Licensor charges its customers extra or separately. With respect to technical information you provide to Licensor as part of the Maintenance Services, Licensor may use such information for its business purposes, including for product updates and development.
8. Validity. License for use is perpetual - once initial purchase is made, you are free to use the Software for indefinite period of time. On the other side, Maintenance and Support services are subscription based - they are valid for the limited period of one year, and can be further extended via license renewal.
9. Trademarks and Logos. This License does not authorize Licensee to use any name, trademark or logo of Licensor. Licensee acknowledges that Licensor owns the "Soneco", "NetVizura", "NetVizura NetFlow Analyzer", "NetVizura MediaNet Analyzer", "NetVizura EventLog Analyzer", "NetVizura MIB Browser", "NetVizura DNS Checker", trademarks, logos and icons. Licensee shall neither take nor permit any action that will delete or obscure Licensor's copyright legend on any Software and any related documentation and materials.
10. Competitive Product Restriction. You may not distribute or integrate the Software with any general-purpose network monitoring software or any other product that is generally competitive with Soneco's product offerings; nor may you use the Software to create a product that is generally competitive with Soneco's product offerings.
11. Disclaimer of Warranty. Soneco does not warrant that the Licensed Software will be error-free. The Software is provided "AS IS," without any warranty or representation of any kind. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SOFTWARE IS PROVIDED BY SONECO AND ITS SUPPLIERS "AS IS" WITHOUT ANY CONDITION OR WARRANTY WHATSOEVER. ALL CONDITIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, ARE DISCLAIMED BY SONECO AND ITS SUPPLIERS, INCLUDING, WITHOUT LIMITATION, THE IMPLIED CONDITIONS AND/OR WARRANTIES OF MERCHANTABILITY, TITLE, NONINFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE. IN THE EVENT OF ANY ACTUAL BREACH OF THIS LICENSE BY SONECO, LICENSEE'S SOLE AND EXCLUSIVE REMEDY SHALL BE THE RECISSION OF THIS LICENSE AND RECOVERY OF ANY SUMS PAID BY LICENSEE TO SONECO DURING THE PREVIOUS TWELVE MONTHS.
12. Limitation of Liability. SONECO AND ITS AUTHORIZED RESELLER SHALL NOT BE LIABLE FOR ANY DAMAGES SUFFERED BY LICENSEE OR ANY THIRD PARTY AS A RESULT OF USING OR DISTRIBUTING SOFTWARE. WITHOUT LIMITING THE GENERALITY OF THE PRECEDING SENTENCE, IN NO EVENT WILL SONECO OR ITS LICENSORS BE LIABLE FOR ANY LOST REVENUE, PROFIT OR DATA, OR FOR DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY, ARISING OUT OF THE USE OF OR INABILITY TO USE SOFTWARE, EVEN IF SONECO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
13. Termination. This License will terminate immediately without notice from Soneco if Licensee fails to comply with any provision of this License. Upon termination, Licensee must destroy all copies of Software, and upon Soneco's request, Licensee shall certify in writing to Soneco that such destruction has occurred. Licensee may terminate this License by either returning the Software to Soneco or destroying the Software (in which event, Licensee shall certify in writing to Soneco that such destruction has occurred). In the event of a termination of the License for any reason or by any party, Licensee shall have no right to claim a refund for any sums paid by Licensee to Soneco. From and after the termination of the License for any reason or by any party, Licensee shall not use nor disclose the Software (or any part thereof) for any purpose whatsoever and in any fashion, and in accordance with that all Maintenance and Support services will be withheld. In case Maintenance and Support services were originally provided but are no longer available via authorized Reseller, Soneco will immediately assume delivery of these services and be granted to make further license renewals with such customers.
14. Increased Usage. Should Licensee desire to increase its use of the Software beyond that which it had contracted for, Licensee agrees that pricing for the increased usage will be at the then current rates.
15. Marketing. You agree to be identified as a customer of Soneco and you agree that Soneco may refer to you by name, trade name, and trademark, if applicable, and may briefly describe your business in Soneco's marketing materials and web site. You hereby grant Soneco a license to use your name and any of your trade names and trademarks solely in connection with the rights granted to Soneco pursuant to this marketing section.
16. Governing Law. The parties agree that any dispute arising out of or in connection with this Agreement, and /or in connection with any other contractual document arising under or in connection with this Agreement, shall be finally settled by the Rules of Conciliation and Arbitration of the International Chamber of Commerce in Paris, France. The applicable law shall be the laws of England and the language shall be English.
17. Export Regulations. You will fully comply with all relevant export laws and regulations, including but not limited to the U.S. Export Administration Regulations and Executive Orders ("Export Controls"). You warrant that you are not a person, company or destination restricted or prohibited by Export Controls ("Restricted Person"). You will not, directly or indirectly, export, reexport, divert, or transfer the Software, any portion thereof or any materials, items or technology relating to Licensor's business or related technical data or any direct product thereof to any Restricted Person.
18. Audit.You may also need to audit the Software if you modify your computer hardware or alter the Software. There are technological measures in this Software that are designed to prevent unlicensed use of the Software. Soneco will use those measures to confirm you have a legally licensed copy of the Software. Soneco will not collect any personally identifiable information from computers on which the Software is installed during this process.
19. Confidentiality. 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.
20. Severability. If any of the above provisions are held to be in violation of applicable law, void, or unenforceable in any jurisdiction, then such provisions are herewith waived to the extent necessary for the License to be otherwise enforceable in such jurisdiction. However, if in Licensor's opinion deletion of any provisions of the License by operation of this paragraph unreasonably compromises the rights or increase the liabilities of Licensor or its licensors, Licensor reserves the right to terminate the License and refund the fee paid by Licensee, if any, and such refund shall be Licensee's sole and exclusive remedy.
21. No Waiver. No waiver by Licensor of any breach of any provision of this Agreement shall be elective unless in writing signed by Licensor. No waiver shall constitute a continuing waiver unless expressly provided in the writing signed by Licensor.
22. Parties. You, Licensor and its authorized Reseller are independent parties. Nothing in this Agreement shall be construed as making you an employee, agent or legal representative of Licensor. There are no other beneficiaries of this Agreement.
23. Taxes. All fees do not include taxes. If Licensor is required to pay any sales, use, GST, VAT, or other taxes in connection with your order, such taxes are billed and paid by you.
24. Entire Agreement. This License constitutes the entire agreement between the parties respecting the subject matter hereof and thereof, and supersedes all previous proposals, negotiations, representations, warranties, commitments, writings and communications between parties. The terms of this License shall prevail notwithstanding any variance with the terms of any purchase order or any other document submitted by Licensee. This License may be amended only through a written document signed by Soneco and Licensee.
Updated October 2014
