End user agreement for ManageEngine Security Manager Plus
This License Agreement details the policy for license of ManageEngine(TM) Security Manager Plus ("Licensed Software") on the following topics:
* Evaluation License
* Commercial License
* Technical Support
Please read the following license carefully, before either (i) completing the electronic order or download of the Licensed Software from an authorized 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.
1. Evaluation License
AdventNet grants to you a non-exclusive, non-transferable, Evaluation License for trial and evaluation of the Licensed Software, in binary object code form, for a period of thirty (30) days from the date of download or installation. This License begins upon downloading or installing the Licensed Software and ends thirty (30) days thereafter ("Evaluation Period").
If you are not willing to use the Licensed Software, either the Free Edition or the Professional Edition, after the Evaluation Period, you agree to remove the software from your computer with immediate effect. You are forbidden from using the Licensed Software for any other use or otherwise offering it for resale under the terms of this Section 1. AdventNet retains all rights not specifically granted to you herein.
2. Commercial License
(a) Free Edition: Where applicable, if you choose to use the Free Edition beyond the Evaluation Period, the Licensed Software allows you to manage up to any 5 IPs. AdventNet grants you a non-exclusive, non-transferable, worldwide license to use the Licensed Software for no cost in perpetuity.
(b) Professional Edition Subscription License: As part of your choosing to license the Subscription Model, AdventNet grants you a fee-bearing, non-exclusive, non-transferable, worldwide license to Use the Licensed Software including user documentation that you have downloaded from or received on media provided by AdventNet, including all updates, where applicable, provided that such access and Use of the License Software is in accordance with the Single Installation License granted by AdventNet. "Use" means storing, loading, installing, executing or displaying the Licensed Software as part of your application. "Single Installation License" means that one copy of the Licensed Software can be installed only in one CPU.
Under the Subscription License, the Licensed Software is licensed only for the intended duration. If the you do not renew the Subscription beyond the duration, you agree to stop using the software, and remove the software from your systems.
To continue using the Licensed Software beyond the subscribed duration, you must renew your license at least 10 days before the expiry of the term. As part of the Subscription License, all Updates, Upgrades, e-mail support for problem reporting and online access to product documentation to the Licensed Software will be provided to you at no additional cost during the intended period.
3. 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, unless the license terms of such third party software provide otherwise.
4. Restrictions on Use
In addition to all other terms and conditions of this Agreement, you shall not:
(i) install one copy of the Licensed Software on more than one CPU;
(ii) remove any copyright, trademark or other proprietary notices from the Licensed Software or its copies;
(iii) make any copies except for one back-up or archival copy, for temporary emergency purpose;
(iv) rent, lease, license, sublicense or distribute the Licensed Software or any portions of it on a standalone basis or as part of your application;
(v) modify or enhance the Licensed Software;
(vi) reverse engineer, decompile or disassemble the Licensed Software.
(vii) allow any third parties to access, use or support the Licensed Software.
5. Technical Support
AdventNet provides support that includes email support for problem reporting, product updates, and online access to product documentation for a period of one year. AdventNet specifically excludes upgrades from the support program. Upgrade to the Licensed Software will be provided as part of the Subscription License Fee.
6. Ownership and Intellectual Property
AdventNet owns all right, title and interest in and to the Licensed Software. AdventNet expressly reserves all rights not granted to you herein, notwithstanding the right to discontinue or not to release any Licensed Software and to alter prices, features, specifications, capabilities, functions, licensing terms, release dates, general availability or characteristics of the Licensed Software. The Licensed Software is only licensed and not sold to you by AdventNet.
AdventNet has the right to audit your Use of the Licensed Software by providing at least seven (7) days prior written notice of its intention to conduct such an audit at your facilities during normal business hours.
The Licensed Software contains proprietary information of AdventNet that are protected by the laws of the United States and 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.
9. Warranty Disclaimer
AdventNet does not warrant that the Licensed Software will be error-free. Except as provided herein and subject to applicable law, the Licensed Software is furnished "as is" without warranty of any kind, including the warranties of merchantability and fitness for a particular purpose and without warranty as to the performance or results you may obtain by using the Licensed Software. You are solely responsible for determining the appropriateness of using the Licensed Software and assume all risks associated with the use of it, including but not limited to the risks of program errors, damage to or loss of data, programs or equipment, and unavailability or interruption of operations.
10. Limitation of Liability
In no event will AdventNet be liable to you or any third party for any special, incidental, indirect, punitive or exemplary or consequential damages, or damages for loss of business, loss of profits, business interruption, or loss of business information arising out of the use or inability to use the program or for any claim by any other party even if AdventNet has been advised of the possibility of such damages. Subject to applicable law, AdventNet's entire liability with respect to its obligations under this agreement or otherwise with respect to the Licensed Software shall not exceed the amount of the named developer license fee paid by you for the Licensed Software.
AdventNet agrees to indemnify and defend you from and against any and all claims, actions or proceedings, arising out of any claim that the Licensed Software infringes or violates any valid U.S. patent, copyright or trade secret right of any third party; so long as you provide; (i) prompt written notice to AdventNet of such claim; (ii) cooperate with AdventNet in the defense and/or settlement thereof, at AdventNet's expense; and, (iii) allow AdventNet to control the defense and all related settlement negotiations. The above is AdventNet's sole obligation to you and shall be your sole and exclusive remedy pursuant to this Agreement for intellectual property infringement.
AdventNet shall have no indemnity obligation for claims of infringement to the extent resulting or alleged to result from (i)any combination, operation, or use of the Licensed software with any programs or equipment not supplied by AdventNet; (ii) any modification of the Licensed Software by a party other than AdventNet; and (iii) your failure, within a reasonable time frame, to implement any replacement or modification of Licensed Software provided by AdventNet.
This Agreement is effective until terminated by either party. You may terminate this Agreement at any time by destroying or returning to AdventNet all copies of the Licensed Software in your possession. AdventNet may terminate this Agreement for any reason, including but not limited to your breach of any of the terms of this Agreement. Upon termination, you shall destroy or return to AdventNet all copies of the Licensed Software and certify in writing that all know copies have been destroyed. All provisions relating to confidentiality, proprietary rights, non-disclosure, and limitation of liability shall survive the termination of this Agreement.
This Agreement shall be construed, interpreted and governed by the laws of the State of California exclusive of its conflicts of law provisions. Any dispute arising out of or resulting from the terms of this Agreement shall be subject to the jurisdiction of competent Federal and State courts in Alameda County, California and the parties waive any claim in respect of inconvenience thereof. This Agreement constitutes the entire agreement between the parties, and supersedes all prior communications, understandings or agreements between the parties. Any waiver or modification of this Agreement shall only be effective if it is in writing and signed by both parties hereto. If any part of this Agreement is found invalid or unenforceable, the remainder shall be interpreted so as to give reasonable effect to the intention of the parties. You shall not export the Licensed Software or your application containing the Licensed Software except in compliance with United States export regulations and applicable laws and regulations.