License Agreement for AdroitLogic UltraESB, UConsole, SoapBox and ToolBox
IMPORTANT! READ CAREFULLY: THIS IS A LEGAL AGREEMENT. BY DOWNLOADING, INSTALLING, COPYING, SAVING ON YOUR COMPUTER,
OR OTHERWISE USING THIS SOFTWARE, YOU (LICENSEE, AS DEFINED BELOW) ARE BECOMING A PARTY TO THIS AGREEMENT AND YOU
ARE CONSENTING TO BE BOUND BY ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS AND
CONDITIONS OF THIS AGREEMENT, YOU SHOULD NOT DOWNLOAD, INSTALL AND USE THE SOFTWARE.
"Product" means AdroitLogic UltraESB software product, its associated documentation, sample source code and
configurations, and any updates provided under this agreement.
"Licensor" means AdroitLogic Private Ltd, having its principal place of business in the Republic of Singapore
"Licensee" means the individual or entity (inclusive of subsidiaries) that has licensed the Product under the terms and
conditions of this agreement.
"Authorized Use" means the defined number of runtime instances of the Product that may be used by the Licensee.
"License" means the right to use the Product as defined by Authorized Use.
"OEM Distribution" means distribution of the Product as either a bundled add-on to, or embedded component of, another
application with such application being made available to its users as, but not limited to, an on-premises application,
a hosted application, a Software-as-a-Service offering or a subscription service for which the distributor of the
application receives a license fee or any form of direct or indirect compensation.
"Authorized Instances" means the number of runtime instances of the Product which the Licensee has licensed from the
Licensor, and obtained a License Key for.
"License Key" means a license file issued by the Licensor, that enables Authorized Instances of the product to be used.
The Software is the property of Licensor or its suppliers. The Software is licensed, not sold. Title and copyrights to
the Software, in whole and in part and all copies thereof, and all modifications, enhancements, derivatives and other
alterations of the Software regardless of who made any modifications, if any, are, and will remain, the sole and
exclusive property of Licensor and its suppliers.
3. GRANT OF LICENSE
Subject to the terms, conditions, and limitations set forth in this Agreement, Licensor hereby grants to Licensee a
limited, non-exclusive, non-transferable, non-sub-licensable license to use the Software as follows:
(a) Licensee may:
I. install and use the Authorized Instances of the Product on any number of computers, provided that the number of
runtime instances used never exceeds the number of Authorized Instances specified in the License Key issued by the
II. make back-up copies of the Product for archival purposes.
(b) Licensee may not:
I. sell, sub-license, redistribute, encumber, give, lend, circulate, disseminate, translate, rent, lease, or
otherwise transfer the Product, or any portions of the Product, to anyone without the prior written consent of
II. reverse engineer, decompile, disassemble, modify, adapt, translate, make any attempt to discover the source
code of the Product, or create derivative works from the Product;
III. allow the use of the same License Key by a number of runtime instances exceeding the Authorized Instances
IV. distribute the Product via OEM Distribution without entering into a separate OEM Distribution Agreement with
V. modify or alter license protection mechanisms that are designed to manage and protect the intellectual property
rights of the Licensor.
4. MARKETING AND PUBLICITY RIGHTS
(a) Licensee agrees to be identified as a user of the Product, and grants Licensor the right to refer to Licensee by name,
logo, trade name and trademark, if applicable, and may briefly describe Licensee's business in Licensor's marketing materials,
on Licensor's web site, in public or legal documents. Licensee hereby grants Licensor a license to use Licensee's name, logo
and any of Licensee's trade names and trademarks solely pursuant to this marketing section.
(b) If the Licensee is not agreeable to clause (a) above, on a written request made by the Licensee to the Licensor, the
Licensor at his sole discretion may grant a license to the Licensee, on the payment of a prescribed license fee.
5. RESTRICTED USE DURING EVALUATION PERIOD
(a) Subject to the terms of this Agreement, Licensee is granted a right to use the Software for evaluation purposes
without registering the runtime instances or obtaining a License Key from the Licensor, for a period of thirty (30) days
from the date of installation of the Software otherwise specified as the "Evaluation Period".
(b) Upon expiration of Evaluation Period, Licensee must obtain a License Key for perpetual use of the Software or cease
using the Software. The Software contains a feature that will automatically disable the Software upon expiration of
Evaluation Period. Licensee may not disable, destroy, or remove this feature of the Software, and any attempt to do so
will be in violation of this Agreement and will terminate Licensee's rights to use the Software.
6. WARRANTY DISCLAIMER
THE SOFTWARE IS PROVIDED TO LICENSEE "AS IS" AND WITHOUT WARRANTIES. LICENSOR MAKES NO WARRANTY AS TO ITS USE OR
PERFORMANCE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LICENSOR, AND ITS SUPPLIERS AND RESELLERS, DISCLAIM
ALL OTHER WARRANTIES AND CONDITIONS, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, WITH REGARD TO THE SOFTWARE, AND THE
PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES.
7. THIRD PARTY SOFTWARE LICENSE
Third Party Software is licensed to Licensee in accordance with a separate license agreement(s) included with the
Software, and subject to any restrictions set forth herein. Licensee agrees to abide by the terms and conditions of the
Third Party Software license agreements. Licensor will have no responsibility with respect to any Third Party Software,
and Licensee will look solely to the licensor(s) of the Third Party Software for any remedy. Licensor claims no right in
the Third Party Software, and the same is owned exclusively by the licensor(s) of the Third Party Software. LICENSOR
PROVIDES NO WARRANTY, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, WITH RESPECT TO ANY THIRD PARTY SOFTWARE.
8. DISCLAIMER OF DAMAGES
(a) REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE, IN NO EVENT WILL LICENSOR OR ITS
SUPPLIERS OR RESELLERS BE LIABLE TO LICENSEE UNDER ANY THEORY FOR ANY DAMAGES SUFFERED BY LICENSEE OR ANY USER OF THE
SOFTWARE, OR FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, OR SIMILAR DAMAGES (INCLUDING WITHOUT LIMITATION,
DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS)
ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE, OR THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES,
EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY
(CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED.
(b) IN ANY EVENT, LICENSOR'S SOLE LIABILITY UNDER ANY PROVISION OF THIS AGREEMENT WILL BE LIMITED TO THE AMOUNT ACTUALLY
PAID BY LICENSEE FOR THE SOFTWARE UNDER CLAUSE 4 (b).
If Licensee fails to comply with the terms and conditions of this Agreement, this Agreement and Licensee's right and
license to use the Product will terminate immediately. Licensee may terminate this Agreement at any time by notifying
11. GOVERNING LAW
This agreement is governed by the laws of the Republic of Singapore, and the parties irrevocably and unconditionally
submit to the exclusive jurisdiction of the courts of the Republic of Singapore.