ENTGRA COMMERCIAL LICENSE TERMS 1.0
THESE ENTGRA COMMERCIAL LICENSE TERMS (THE “TERMS”) CONSTITUTE A LEGALLY BINDING AGREEMENT BETWEEN ENTGRA AND LICENSEE. BY DOWNLOADING, INSTALLING, COPYING, ACCESSING OR OTHERWISE USING THE SOFTWARE/HARDWARE, LICENSEE AGREES TO THESE TERMS. IF YOU ARE ACCEPTING THESE TERMS ON BEHALF OF LICENSEE, YOU REPRESENT AND WARRANT THAT YOU HAVE FULL AUTHORITY TO BIND LICENSEE TO THESE TERMS.
“Licensee” means the entity using the Software in accordance with these Terms and any Subscription Agreement that expressly incorporates these Terms or to which these Terms may be attached.
“Licensee’s Systems” means any computer system owned, controlled, or operated by or solely on behalf of Licensee upon which the Software/Hardware shall be deployed.
“Software” means the software identified in a Subscription Agreement, together with any documentation and Updates thereto.
“Hardware” means the hardware identified in a Subscription Agreement together with any documentation and Updates thereto.
“Subscription Agreement” means any valid written agreement entered into between ENTGRA and Licensee setting forth the specifics of the licenses, usage limits and services provided to Licensee in relation to the Software/Hardware.
“Term” means the period of time these Terms, including the Software/Hardware License, as described herein and in any applicable Subscription Agreement, are valid. The Term shall be coterminous with the term of the Subscription Agreement to which these Terms are attached or which expressly incorporates these Terms or, in the case of evaluation offers, the term of the evaluation, as described in Section 5(b), below.
“Update” means software/hardware components, media, printed materials, and online or electronic documentation that augments the capability or addresses a requirement or deficiency in the Software/Hardware. Updates include patches or fixes ENTGRA has delivered to Licensee.
“ENTGRA” means Entgra (Pvt) Ltd and its affiliate entities which are owned and/or controlled by, owned and/or controlled; or are under common ownership and/or control with ENTGRA.
2. License Grant
Subject to the terms and conditions contained herein and the applicable Subscription Agreement, including the usage limits described therein, ENTGRA grants Licensee a non-exclusive, non-transferable, renewable license (the “Software/Hardware License”) to Use the Software/Hardware during the Term. For purposes of this Software/Hardware License, the term “Use” means to install, store, load, execute, and display the Software/Hardware on the Licensee’s Systems for its own internal use.
All right, title and interest, including but not limited to intellectual property rights such as copyrights, in and to the Software/Hardware and any copies thereof, are owned by ENTGRA or its suppliers. All right, title and interest, including but not limited to intellectual property rights such as copyrights, in and to the content which may be accessed through the use of the Software/Hardware is the property of the respective content owner and may be protected by applicable copyright or other intellectual property laws and treaties. All rights not expressly granted are reserved by ENTGRA or its suppliers.
Updates and minor version upgrades to the Software/Hardware may be made available periodically to the Licensee during the Term, as set out in the Licensee’s Subscription Agreement, and such Updates and minor version upgrades shall be subject to these Terms. In the event of any conflict between these Terms and the terms of any other license terms or End User License Agreements attached to Updates and minor version upgrades, these terms shall govern.
5. License Restrictions
- Use Restrictions. Licensee may not exceed the number of licenses, tiers, nodes or other use restrictions or authorizations agreed to and paid for by Licensee in a Subscription Agreement.
- Evaluation. ENTGRA may provide copies/instances of the Software/Hardware to Licensee for the purpose of evaluation and trials, without a Subscription Agreement. By accepting such copies of the Software/Hardware, Licensee agrees to be bound by these Terms, for a Term as specified in the evaluation offer extended by ENTGRA. For evaluations, Licensee may deploy a single instance of the Software/Hardware for purposes of testing, evaluation, and demonstration. Licensee may not deploy the Software/Hardware into production (accepting legally-binding transactions from actual end users) during the evaluation term. Upon (i) conclusion of the evaluation period as determined by ENTGRA, (ii) notice by Licensee of the conclusion of its evaluation, or (ii) the execution of a Subscription Agreement superseding the evaluation license, the evaluation restrictions on use of the Software/Hardware set forth in this Section 5(b) terminates.
- Copy. Licensee may make copies of the Software for backup or archival purposes or when copying is an essential step in the authorized Use of the Software. Licensee shall ensure that backup copies are executed only upon the failure of the original to execute.
- Maintenance of Copyright Notices. Licensee may not remove or alter any copyright notices on the Software/Hardware (including any documentation related thereto) and must reproduce all copyright notices that appear in or on the Software/Hardware (including any documentation related thereto) on all permitted copies. Licensee may use Software/Hardware documentation and copies thereof solely for internal use.
- Theming. Licensee may use supported features for theming product user interfaces, but must retain the “ENTGRA” or “powered by ENTGRA” logos in conformance with ENTGRA logo usage guidelines provided by ENTGRA.
- Modification. Other than supported theming, Licensee may not modify, reverse engineer, disassemble, decrypt, decompile, or make derivative works of the Software/Hardware.
- Distribution. Licensee may not distribute copies of the Software/Hardware to third parties.
- Rental. Licensee may not sublicense, assign, transfer, rent or lease the Software/Hardware or the Software/Hardware License, except as expressly permitted under Section 5(i).
- Commercial hosting. Licensee may not use the Software/Hardware for commercial software/hardware hosting services.
- Consultant or Subcontractor Use. Subject to these Terms, Licensee may permit a consultant or subcontractor to Use the Software/Hardware solely on behalf of the Licensee, the Licensee’s Systems provided that Licensee remains fully responsible and directly liable to ENTGRA for consultants’/subcontractors’ compliance with these Terms.
These Terms, including the Software/Hardware License, shall expire at the end of the Term, unless Licensee and ENTGRA agree to renew such License. Without prejudice to any other rights, ENTGRA may terminate these Terms, including the Software/Hardware License, if Licensee fails to comply with any of the Terms. Upon expiration or termination of these Terms, Licensee shall destroy or return to ENTGRA the Software, return to ENTGRA the Hardware, all copies of the Software/Hardware in Licensee’s possession and any documentation in relation to the Software/Hardware, and shall uninstall any Updates provided by ENTGRA in relation to the Software/Hardware.
7. Limited Warranty
EXCEPT FOR THE WARRANTIES EXPRESSLY SET OUT IN ANY SUBSCRIPTION AGREEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ENTGRA PROVIDES NO OTHER WARRANTIES OF ANY KIND IN RELATION TO THE SOFTWARE OR THE OPERATION THEREOF, INCLUDING ANY IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. NO WARRANTY, WRITTEN OR ORAL, IS EXPRESSED OR IMPLIED BY ENTGRA OR MAY BE INFERRED FROM A COURSE OF DEALING OR USAGE OF TRADE.
ENTGRA WARRANTS FOR THIRTY (30) DAYS FROM THE BEGINNING OF THE TERM THAT THE SOFTWARE/HARDWARE WILL PERFORM SUBSTANTIALLY AS DESCRIBED IN THE DOCUMENTATION. THE REMEDY FOR A BREACH OF THIS WARRANTY IS FOR ENTGRA TO REPLACE OR REPAIR THE SOFTWARE WITHIN SIXTY (60) DAYS OF ENTGRA HAVING BEEN NOTIFIED OF THE DEFECT; IF A REPAIR CANNOT BE MADE DURING THIS TIME, ENTGRA WILL TERMINATE THIS LICENSE AND REFUND LICENSEE THE AMOUNT PAID FOR THE SOFTWARE/HARDWARE.
8. Limitation of Liability
IN NO EVENT WILL ENTGRA BE LIABLE FOR ANY INCIDENTAL INDIRECT, SPECIAL, OR CONSEQUENTIAL COSTS OR DAMAGES INCLUDING, WITHOUT LIMITATION, DOWNTIME COSTS; LOST BUSINESS, REVENUES, OR PROFITS; FAILURE TO REALIZE EXPECTED SAVINGS; OR SOFTWARE/HARDWARE RESTORATION, REGARDLESS OF WHETHER ANY OF THE FOREGOING ARE FORESEEABLE, AND REGARDLESS OF WHETHER ENTGRA HAS BEEN NOTIFIED OF THE POSSIBILITY OF ANY OF THE FOREGOING. THESE LIMITATIONS WILL APPLY REGARDLESS OF THE BASIS OF LIABILITY; INCLUDING NEGLIGENCE; MISREPRESENTATION; BREACH; LIBEL; INFRINGEMENT OF PUBLICITY, PRIVACY, OR INTELLECTUAL PROPERTY RIGHTS; OR ANY OTHER CONTRACT OR TORT CLAIM.