END USER LICENCE AGREEMENT
THIS DOCUMENT IS A LEGAL AGREEMENT (the “License Agreement”) BETWEEN FLEXRULE PTY LTD, (“We”, “Us”, “FLEXRULE”) AND YOU OR THE ORGANIZATION ON WHOSE BEHALF YOU ARE UNDERTAKING THE LICENSE DESCRIBED BELOW (“You”, “Your”) IN RELATION TO THE FLEXRULE LIBRARY(IES) (THE “Software”), IN BOTH SOURCE AND OBJECT CODE FORM, AND/OR ALL RELATED MATERIALS.
BY DOWNLOADING, INSTALLING, COPYING OR OTHERWISE USING THE SOFTWARE, YOU ACCEPT THE FOLLOWING TERMS AND CONDITIONS. IF YOU DO NOT AGREE WITH ANY OF THE TERMS OR CONDITIONS OF THIS LICENSE AGREEMENT, DO NOT PROCEED WITH THE DOWNLOADING, COPYING, INSTALLATION OR ANY OTHER USE OF THE SOFTWARE OR ANY
PORTION THEREOF AS YOU HAVE NO RIGHTS TO DO SO. THE SOFTWARE IS PROTECTED BY AUSTRALIA COPYRIGHT LAWS AND INTERNATIONAL COPYRIGHT LAWS, AS WELL AS OTHER INTELLECTUAL PROPERTY LAWS AND TREATIES. THE SOFTWARE IS LICENSED, NOT SOLD.
They apply to the software named above, which includes the media on which you received it, if any. These terms also apply to any FLEXRULE
• Internet-based services, and
• support services
for this software, unless other terms accompany those items. If so, those other terms apply.
By using the software, you accept these terms. If you do not accept them, do not use the software.
WHEREAS, FLEXRULE has developed certain computer programs and related documentation named “FlexRule” (the “Products”) and desires to grant you a license to use the Software.
WHEREAS, you wishes to use the Software under the conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual promises set forth herein, you and FLEXRULE hereby agree as follows:
The following definitions shall apply to this Agreement:
“Software” means the computer programs and documentation named “FlexRule” and all its related products that is part of FlexRule solution. E.g. FlexRule Runtime, FlexRule Designer, FlexRule Server, FlexRule Publisher, FlexRule Debugger.
“Install” means placing the Software on a computer’s hard disk, CD-ROM or other secondary storage device.
“Derivative Works” means a work that is based upon one or more preexisting works, such as a revision, modification, translation, abridgment, condensation, expansion or any other form in which such a preexisting work may be recast, transformed or adapted, and that, if prepared without authorization by the owner of the preexisting work, would constitute copyright infringement.
“Use” means (i) executing or loading the Software into computer RAM or other primary memory, and (ii) copying the Software for archival or emergency restart purposes, (iii) Referencing the DLL files (assemblies) into other software.
“Documentation” means the user, system and installation documentation for the Software.
“Error” means a material failure of the Software to function in conformity with the Specifications.
“License” means the license granted by FLEXRULE to you to use the Software and Documentation in accordance with the terms and conditions of this Agreement.
“Maintenance Agreement” means the Software Maintenance Agreement between the parties effective as of the date of this Agreement.
“Version” Combination of at least two numbers as A.B which A is a major and B is a minor version.
“Update” When new Minor version of product is released, the process of transitioning from lower Minor version number to the current one is called update.
“Upgrade” When new Major version of product is released, the process of transitioning from lower Major version number to the current one is called upgrade.
“Machine” Is the computer: physical, virtual, on premise or cloud that the Software is copied to or installed on it.
“Your Application” Is the computer program that you write/code using FlexRule solution.
“Customer”, “You” means you as the customer of FLEXRULE using the Software.
2. SOFTWARE LICENSE
2.1. TRIAL PERIOD
When you download and install the product, the installer will download your trial licence. This trial licence gives you ability to use the product for FREE for 30 days.
You can use this trial license only to evaluate the product features against your technical requirements.
THE TRIAL LICENCE CAN NOT BE USED AS PART OF THE PRODUCTION ENVIRONMENT. YOU CAN NOT DISTRIBUTE THE LICENSE OR THE SOFTWARE IS USING THIS TRIAL LICENSE. THE INSTALLATION FILES HAVE TO BE REMOVED AFTER THE LICENSE EXPIRES.
FLEXRULE grants You a non-exclusive, non-transferable license to (1) use the Software and Documentation solely for its internal operations at the Location(s) and on the Designated Environment, and (2) copy the Software and Documentation for archival or backup purposes only, provided that all titles, trademarks, and copyright, proprietary and restricted rights notices shall be reproduced in all such copies, and that all copies shall be subject to the terms of this Agreement.
Except as explicitly provided herein, You shall not: (1) make available nor distribute all or part of the Software or Documentation to any third party by assignment, sublicense or by any other means; (2) copy, adapt, reverse engineer, decompile, disassemble, or modify, in whole or in part, any of the Software or Documentation.
2.4. INSTALLATION AND USE
a. One Copy per Computer. You may install one copy of the software on one Machine. That Machine is the “licensed computer.”
b. Licensed Computer. This is the Machine that is linked to the “generated license file” using the FLEXRULE “machine identifier” generator software.
c. Generated License File. This is a file you receive from FLEXRULE that contains data regarding the Software license initialization process (check technical document of product).
d. Machine Identifier. This is a code that relates to each “licensed computer” identity. This code generates from hardware and operating system information by you using FLEXRULE “MachineIdGen” software.
3. PROPRIETARY RIGHTS
All rights, title, interests in and to copyrights in the Software (including but not limited to any software components, product documentation and associated media, sample files, extension files, tools and utilities, miscellaneous technical information, and any copies of the Software, are owned exclusively (or licensed) by FLEXRULE. The Software is protected by international copyright laws and treaty provisions. Therefore, you must treat the Software like any other copyrighted material.
Nothing in this Agreement should be construed as transferring any aspects of such rights to You or any third party. The Software is licensed, not sold.
The “Warranty Period” is one year, which will be started after purchasing the Software license.
FLEXRULE represents to you that: (1) during the Warranty Period, the Software shall operate without any Errors; and (2) upon notification to FLEXRULE during the Warranty Period of any Errors, FLEXRULE will, during its normal business hours and at no cost to you, use reasonable efforts based on the product backlog priorities to correct such Errors which are reproducible and verifiable by FLEXRULE, excluding any Errors caused by uses of the Software which were not in accordance with the Specifications. Or alternatively FLEXRULE would provide you a workaround.
4.2. WARRANTY DISCLAIMER
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE AND OUR RESELLERS DISCLAIM ALL WARRANTIES AND CONDITIONS, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND TITLE AND NON-INFRINGEMENT, WITH REGARD TO THE SOFTWARE. WE DO NOT GUARANTEE THAT THE OPERATION OF THE SOFTWARE OR THE CODE IT PRODUCES WILL BE UNINTERRUPTED OR ERROR-FREE, AND YOU ACKNOWLEDGE THAT IT IS NOT TECHNICALLY PRACTICABLE FOR US TO DO SO.
4.3. LIMITATION OF LIABILITIES
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WE OR OUR RESELLERS BE LIABLE UNDER ANY LEGAL OR EQUITABLE THEORY FOR ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES
WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION OR ANY OTHER PECUNIARY LAW) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE OR THE CODE IT PRODUCES OR ANY OTHER SUBJECT MATTER RELATING TO THIS AGREEMENT, EVEN IF WE OR OUR RESELLERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
4.4. PROHIBITED USES
UNDER NO CIRCUMSTANCES MAY YOU USE THE SOFTWARE FOR AN APPLICATION THAT IS INTENDED FOR SOFTWARE OR APPLICATION DEVELOPMENT PURPOSES.
UNDER NO CIRCUMSTANCES MAY YOU USE THE SOFTWARE (INCLUDING WITHOUT LIMITATION THE SOURCE CODE THEREOF) AS THE BASIS FOR OR IN CONNECTION WITH A PRODUCT THAT CONTAINS THE SAME, OR SUBSTANTIALLY THE SAME, FUNCTIONALITY AS THE SOFTWARE.
You are required to ensure that the Software is not reused by or with any applications other than those with which You distribute it as permitted herein. For example, if You install the Software on a customer’s server, that customer is not permitted to use the Software independently of Your Application, and must be informed as such.
There are three types of licences for the Software:
• Developer Runtime SDK license: This licence belongs to *one* Machine and cannot be shared between multiple users, developers or machines. Any Machine or user that uses the Software for development, build or code compilation of Your Application, must acquire this licence. This licence may not be used to service to Your Application’s clients or in production or staging environment or for UAT purpose.
• Designer license: This licence belongs to *one* Machine and cannot be shared between multiple users, developers or machines. This licence is used for FlexRule Designer and its related plugins that they extend FlexRule Designer capabilities and functions.
• Application licence (Per-Product licence): This licence belongs *one* of You Application and can be distributed in any of you environments (e.g. production, staging, testing,…) as long as environment licenses are purchased. This licence can be used ONLY for execution (running) of Your Application and cannot be used for development, build, compilation of Your Application.
This licence cannot be used as part of FlexRule Designer to test, debug, run or execution.
FLEXRULE’s provision of the remedies under Paragraph 4.1 shall be conditional on:
4.5.1. the Customer providing full information, assistance and cooperation with FLEXRULE to resolve the problem; and
4.5.2. Payment of the Fees having been received in full by FLEXRULE from the Customer by the due date and subscription fee has been maintained.
This Agreement and Your right to use the Software will terminate immediately if You fail to comply with any of the terms and conditions of this Agreement. Upon termination, You agree to immediately cease using and destroy the Software or Modifications, including all accompanying documents. The provisions of sections 3, 4, 5, 6, 7 and 8 will survive any termination of this Agreement.
6. SOURCE CODE
When code escrow service fee is maintained, in the case that the Software went out of business and support, the source code corresponding to the purchased version of the Software will be provided to you.
Upgrade is not free of charge and you may be changed for either of product licences or upgrade fees. Upgrade fee is equivalent of 70 percent of the costs of the latest version of the Software or the Application licence (Per-Product licence).
8. UPGRADE PROTECTION PLAN
You will be entitled to get a free Upgrade, if a new major version of product is released within 3 months of your purchase.
9. SUBSCRIPTION RENEWAL
After “Warranty Period” finishes, you may need to renew your subscription in annual basis. By renewing your subscription, you will be covered for SECTION 4 for one year again. Also, by renewing the subscription you would be eligible to receive 30% discount of the actual product fees for Upgrading (Section 8).