End User License Agreement

Important - Read carefully before installing software.

NOTICE: By clicking "I AGREE" and/or downloading, installing, using or copying the Licensed Software, You are becoming a party to, indicating your consent to, and agreeing to be bound by the terms of this End User License Agreement, without modification. If You do not understand and accept all of the following terms and conditions or You click "Cancel" or give any other response that indicates You do not accept this Agreement, then You must not download, install, use or copy the Licensed Software. Adeptia Incorporation reserves the right to record and maintain records of all download activities.

1. DEFINITIONS

(a) "Agreement" and/or "End User License Agreement" shall mean this End User License Agreement and any and all documents incorporated by reference; (b) "You" and/or "Your" shall mean the individual or legal entity exercising rights under, and complying with all of the terms of, this Agreement; (c) "Licensed Software" shall mean the Adeptia Suite software and any updates thereto; and (d) "Adeptia" shall mean Adeptia Incorporation. 

2. LICENSE

The Licensed Software is licensed and not sold. Subject to the terms of this Agreement, Adeptia Incorporation hereby grants you a non-exclusive and non-transferable license to use the Licensed Software, in object code form, solely for the purpose of fulfilling your business needs.

3. RESTRICTIONS

You acknowledge and agree that You shall not (a) modify or create any derivative works of the Licensed Software or documentation; (b) attempt to disable the Licensed Software by any means or in any manner; (c) attempt to reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code for the Licensed Software; (d) redistribute, encumber, sell, rent, lease, sublicense or otherwise transfer or disclose the Licensed Software to any third party; or (e) alter or remove any copyright, trademark, patent or other proprietary notices, logos, legends, symbols, labels or markings as they appear on or within the Licensed Software. You acknowledge and agree that the Licensed Software is not designed for use in safety critical or life support applications, or any other device or systems where malfunction thereof can reasonably be expected to result in personal injury. You agree that you will not use the Licensed Software in any format, for such purposes or for the development and/or manufacture of nuclear, chemical or biological weapons, weapons of mass destruction or missiles.

4. TITLE

Title, ownership rights and intellectual property rights in and to the Licensed Software shall remain in Adeptia Incorporation and/or its suppliers or licensors, and this license gives you no title, interest or intellectual property rights in or to such Licensed Software. The Licensed Software is protected by the copyright laws of the United States and international copyright treaties. Title, ownership rights and intellectual property rights in and to the content accessed through the Licensed Software including any content contained in the Licensed Software media demonstration files is the property of the applicable content owner and may be protected by applicable copyright or other law. This license gives you no rights to such content.

5. DISCLAIMER OF WARRANTY

(a) THE LICENSED SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ADEPTIA INCORPORATION FURTHER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE LICENSED SOFTWARE AND DOCUMENTATION REMAINS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ADEPTIA INCORPORATION OR ITS SUPPLIERS OR LICENSORS BE LIABLE FOR ANY DAMAGES, INCLUDING BUT NOT LIMITED TO ANY CONSEQUENTIAL, INCIDENTAL, DIRECT, SPECIAL, PUNITIVE OR OTHER DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION OR OTHER PECUNIARY LOSS) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY CLAIM BY YOU OR A THIRD PARTY ON ACCOUNT OF, OR ARISING FROM THE USE OF OR INABILITY TO USE THE LICENSED SOFTWARE, EVEN IF ADEPTIA INCORPORATION, ITS SUPPLIERS OR LICENSORS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

(b) Suppliers and licensors of Adeptia Incorporation make no representation or warranty with respect to the Licensed Software and shall not be liable to You for any damages resulting from or relating to any use of, or inability to use the Licensed Software.

6. TERMINATION

This license granted pursuant to this Agreement shall terminate automatically if you fail to comply with the limitations described in this Agreement. No notice shall be required from Adeptia Incorporation to effectuate such termination. On termination, you must destroy all copies of the Licensed Software. The disclaimers in Section 5 and the provisions of Sections 7 and 8 shall survive any termination.

7. U.S. GOVERNMENT RESTRICTED RIGHTS AND EXPORT RESTRICTIONS

(a) Any use, modification, reproduction, release, performance, display or disclosure of the Licensed Software and any accompanying documentation by the United States Government shall be governed solely by the terms of this Agreement and shall be prohibited except to the extent expressly permitted by the terms of this Agreement.

(b) You agree and certify that neither the Licensed Software nor any technical data received from Adeptia Incorporation, nor the direct product thereof, will be exported outside the United States except as authorized and as permitted by the laws and regulations of the United States. If the Licensed Software has been rightfully obtained by You outside the United States, You agree that You will not re-export the Licensed Software nor any technical data received from Adeptia Incorporation, nor the direct product thereof, except as permitted by the laws and regulations of the United States and the laws and regulations of the jurisdiction in which You obtained the Licensed Software.

8. MISCELLANEOUS

(a) This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof; (b) This Agreement may be amended only by a writing signed by both parties; (c) This Agreement shall be governed by the laws of the United States and the State of California, without regard to its conflicts of law provisions, and You consent to the exclusive jurisdiction of the state and federal courts sitting in the State of California; (d) The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded; (e) If any provision in this Agreement should be held illegal or unenforceable by a court having jurisdiction, such provision shall be modified to the extent necessary to render it enforceable without losing its intent, or severed from this Agreement if no such modification is possible, and the remaining provisions of this Agreement shall remain in full force and effect; (f) A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, shall not waive such term or condition or any subsequent breach thereof; (g) You may not assign or otherwise transfer by operation of law or otherwise this Agreement or any rights or obligations herein without the prior written consent of Adeptia; (h) This Agreement shall be binding upon and shall inure to the benefit of the parties, their successors and permitted assigns; (i) Neither party shall be in default or be liable for any delay, failure in performance or interruption of service resulting directly or indirectly from any cause beyond its reasonable control; (j) Any and all disputes relating to this Agreement (except any dispute(s) relating to intellectual property rights) shall be subject to final and binding arbitration in Orange County, California, under the auspices of JAMS, with the losing party paying all costs of arbitration. Either party may seek interim or preliminary relief from a court of competent jurisdiction in Orange County, California necessary to protect the rights or property of that party pending the completion of arbitration; and (k) If any dispute arises under this Agreement, the prevailing party shall be reimbursed by the other party for any and all legal fees and costs associated therewith, in addition to any other relief to which it is entitled.

9. Disclaimer Regarding Third Party Applications

You acknowledge and agree that any third party application that may be bundled with the Licensed Software, is being provided to you by a third party provider and not by Licensor. you acknowledge and agree that your download, installation and use of any third party application is not governed by this agreement, but may be governed by such third party application provider's terms of use, license agreement, privacy policy, or other such agreement. Licensor expressly disclaims any liability in connection with any such third party applications or your use thereof.

* This product includes software developed by the Apache Software Foundation (www.apache.org). Apache license agreement is available at http://www.apache.org/licenses/LICENSE-2.0.txt.

* This product includes software developed by the Exolab project (www.exolab.org).Exolab license agreement is available at http://www.exolab.org/license.html.

* This product includes software developed by the Werken Company (www.werken.com). Werken license agreement is available at http://drools.org/The+License.

* This product includes free open source software developed by the Fifesoft (www.fifesoft.com). This software components are licensed under following agreements:- Modified BSD license : http://www.fifesoft.com/rsyntaxtextarea/RSyntaxTextArea.License.txt

10. You may not distribute or share benchmarks, performance results or any other functionality data of this software product with any third-party person or organizations without specific, written approval of Adeptia Inc.

11. If this product is to be used with an "evaluation license", the Evaluation license only permits usage of this product for evaluation purposes in order to test and try the product to assist in making a purchase decision. This is not to be deployed in production environment with an "evaluation license".

12. If this product is used with an "Express Edition annual renewable license", it is allowed to be used in a production environment for commercial use provided the usage constraints as mandated by the Express license are observed. Further, only one instance may be deployed in production per company.

13. You must not make copies of this product or allow distribution to any third-party. It may only be downloaded from the Adeptia website after proper registration.

14. You must not make copies of the license file of this product or allow distribution to any third-party. Evaluation or production license may only be requested directly from Adeptia.
     


