EULA - End User License Agreement
Shunra Software Ltd.
THIS END USER LICENSE AGREEMENT IS A LEGAL CONTRACT.
BY CLICKING THE [YES] BUTTON UPON INSTALLATION,
OR BY INSTALLING, COPYING OR OTHERWISE USING THE
PRODUCT, YOU AGREE TO BE BOUND BY ALL THE TERMS AND
CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT WISH TO
ACCEPT THIS AGREEMENT, YOU SHOULD RETURN THE PRODUCT
IN ITS ORIGINAL PACKAGING WITHOUT INSTALLING OR USING
IT IN ANY WAY.
This Licensee License Agreement, together with the related Shunra Order
Confirmation form (this "Agreement") is entered into by and between
Shunra Software Ltd. ("Shunra") and the company or individual named on
the Order Confirmation form that accompanies this Shunra Product ("Licensee").
If you are not the Licensee named in Shunras Order Confirmation form, you
are not entitled to use this Product.
"Hardware" shall mean the hardware components of the Product.
"License Key" shall mean the encryption decoding key purchased
by Licensee from Shunra to enable use of the Product;
"Order Confirmation" means the Shunra product order confirmation document
that sets forth the pricing for the Shunra Product and Services purchased by
Licensee, the location at which the Product is to be installed, and the number
of authorized users or work stations (if applicable), as well as any additional
terms and conditions set forth therein.
"Product" shall mean the Software and the Hardware comprising the
Shunra Virtual Enterprise product, and all Related Materials provided to
"Related Materials" means any and all materials provided by Shunra in
connection with the Product, including without limitation, operating instructions,
and performance specifications, in any form.
"Software" means the software in object code format incorporated into the
Products, or provided separately on disc, including any upgrades, updates,
additions and copies of the Software licensed to the Licensee by Shunra
hereunder. The term Software does not include, and this license is not intended
to cover any third party software that is subject to a separate license agreement
between the Licensee and the supplier of such third party product.
2. LICENSE GRANT
2.1 Subject to the terms and conditions set forth herein Shunra hereby
grants to the Licensee, and Licensee hereby accepts, a non-exclusive,
non-transferable license to install and use the Product solely for Licensees
internal purposes, at the location specified in Shunras Order Confirmation,
or if no location is specified, at Licensees premises in the country in which
your order for the Shunra Product is placed, by the number of users and/or
computers specified in the Order Confirmation and only on computers
containing a valid License Key. The license granted herein may be an
End-User License (Perpetual or Term), an End-User License (Project) or a
Service Provider License, as determined in the applicable Order Confirmation,
and further defined
2.2 Scope of License:
2.2.1 An End-User License allows for use by the Licensee named in
the Order Confirmation for its internal purposes only. If the scope and/or Term
of the license is not specified in the Order Confirmation, the license is an
End-User License, Perpetual.
2.2.2. An End-User License (Project) allows use by the Licensee named
in the Order Confirmation solely for the purpose of carrying out the internal
project described in the Order Confirmation, and during the period (if any) set
2.2.3 A Service Provider License allows use by the Licensee solely for the
purpose of providing services to the third party customer specified in the Order
Confirmation, for the project and during the period specified therein.
2.3 You may:
(a) Install the Product at the location specified in the Order Confirmation,
or if no location is specified, at Licensees premises in the country where the
order of the Product was shipped to (the Location);
(b) Use the Product in accordance with the scope of the license
designated in the Order Confirmation, on the number of computer terminals
specified in the Order Confirmation (if applicable), and only on computers
containing a valid License Key;
(c) If the license is an End-User License: Permit third party service
providers to utilize the Product at the Location on your behalf, for your internal
purposes only, provided that such third party service provider has agreed to be
bound by the terms and conditions of this Agreement.
(d) If the License is a Service Provider License: permit the third party
customer named in the Order Confirmation to utilize the Product solely for
the purpose of implementing the project described in the Order Confirmation.
2.4. You may not:
(a) Reverse engineer, decompile or disassemble the Product or any
component thereof, including the Software, or any License Key that has
been provided to Licensee for the Product, or use the components of the
Product separately from one another.
(b) Modify, adapt, alter or otherwise use parts, portions or elements
of the Product, or translate, or create derivative works based on the Software
or any part thereof.
(c) Make copies of the Software or the Related Documentation or
any portions thereof, except that Licensee may create one (1) copy of [the
Software that is provided separately on disk, if any, and] the Related
Documentation for back-up purposes only.
(d) If the License specified in the Order Confirmation is an End-User
License: use the Product for any purpose other than Licensees internal
purposes; without limiting the generality of the foregoing, Licensee may
not use the Product to provide services to any third party, including affiliates
or subsidiaries of Licensee
(e) Use the Product at any location other than the Location (as defined
in Section 2.3 (a) above).
(f) Remove any proprietary notices, labels or marks on the Product
or its components.
(g) Rent, lease, transfer, sell, sub-license or otherwise grant any right
in, or allow any third party to copy, use or have access to the Product or any
component thereof, including the Software and the Related Documentation.
2.5 Licensee shall supervise and control the use of the Product by its
employees and consultants in accordance with the terms of this Agreement.
3. PROPRIETARY RIGHTS
3.1 The Product is protected under national and international copyright
trademark, patent and trade secrecy law. Licensee acknowledges and agrees
that all right, title, and interest in and to the Products, including the Software
and the Related Documentation, are and shall remain with Shunra, its suppliers,
and/or its licensors, including without limitation, all copyrights, patent rights,
trade secret rights and any other intellectual or industrial property rights therein.
The license granted herein does not constitute a sale of the Software or Related
Materials or any portion or copy of it. This Agreement and the license granted
herein does not convey to Licensee any rights of ownership or title to the
Software or Related Documentation, but only a limited right of use, revocable
in accordance with the terms of this Agreement.
3.2 The Hardware is purchased by, and the Software is licensed to the Licensee
for the Licensees internal use only, and the Product may not be used by,
sub-licensed, re-sold, rented, or distributed to any other party. The Licensee
may not assign the Licensees rights under this Agreement to any other party.
3.3 The Licensee acknowledges that the Software, and the concepts and ideas
incorporated into the Product are valuable intellectual property of Shunra
and/or its suppliers and/or licensors. The Licensee agrees not to copy the
Product, nor to distribute any such concepts or ideas to any third party, or
to develop methods to enable unauthorized parties to use the Product, or to
develop any other product containing any of the concepts and ideas contained
in the Product.
3.4 Shunra and its suppliers and/or licensors shall have the right, but not the
obligation, to defend or settle, at their discretion, any legal action against the
Licensee arising from a claim that the Licensees permitted use of the Product
under this Agreement infringes any patent, copyright, or other ownership
rights of a third party. Licensee agrees to provide Shunra written notice of
any such claim within ten (10) days of Licensees notice thereof and provide
reasonable cooperation in its defense. Shunra and its suppliers and/or licensors
have sole discretion and control over such defense and all negotiations
for a settlement or compromise, unless they decline to defend or settle, in
which event Licensee is free to pursue any alternative available to Licensee.
4.1 This Agreement is effective upon Licensee clicking the I AGREE
option upon installation, or by installing, copying or otherwise using the Product
or any part thereof, whichever is the earlier.
4.2 Shunra may terminate this Agreement immediately upon the breach
by Licensee of any term hereof or in the event that Licensee takes any action
in derogation of Shunras rights to the Product. Upon termination of this
Agreement, Licensee shall immediately discontinue all use of the Product
and shall return the Product together with the accompanying Software and
Related Documentation to Shunra or its authorized representative within
thirty days of such termination.
5. LIMITED WARRANTY
5.1 Shunra warrants to the Licensee that the Hardware, and any media
upon which the Software or the Related Materials are provided, will be free
from defects in workmanship and materials under normal use for a period of
ninety (90) days from delivery of the Product to Licensee or for any extended
warranty period thereafter purchased for each respective Hardware unit
(the "Warranty Period"). This limited warranty covers only the original
Licensee of the Product. If the Product should fail to meet the above warranty
during the warranty period Shunra will, at its sole discretion and option and
as Licensees sole remedy for breach of the warranty, repair or replace the
affected Hardware or media or refund the purchase price. Any such
replacement Product or parts may be new or reconditioned, and shall have
a ninety (90) day warranty or the remainder of the Warranty Period, whichever
is the longer.
5.2 The foregoing warranty does not apply to failures, defects, or
malfunctions which (A) do not adversely affect the ability of the Product to
perform its usual designated function or (B) are caused by (1) improper or
abnormal use, transport, storage or handling of the Product, (2) alteration or
modification of the Product or any component thereof without Shunras prior
written approval, (3) failure to follow Shunras installation, operation, or
maintenance instructions as set forth in the Related Documentation, (4) combination
of the Product with any other software or hardware products or equipment, not
authorized in writing by Shunra or (5) or any factor beyond Shunras control. In
addition, the foregoing warranty will cease to apply immediately if the Product is
installed or used in a state or location that is different to the state or location
specified in Shunras Order Confirmation.
5.3 THE LIMITED WARRANTY SET FORTH ABOVE IS GIVEN TO
LICENSEE ONLY, AND IS NOT ENFORCEABLE BY ANY OTHER ENTITY
OR PERSON, AND CONSTITUTES THE ONLY WARRANTY WITH
RESPECT TO THE PRODUCT, INCLUDING THE SOFTWARE AND
RELATED MATERIALS. EXCEPT FOR THE FOREGOING, SHUNRA
MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND,
WHETHER EXPRESS OR IMPLIED WITH RESPECT TO THE PRODUCT.
SHUNRA EXPRESSLY DISCLAIMS ANY AND ALL PROMISES,
REPRESENTATIONS, AND WARRANTIES, EXPRESS OR IMPLIED,
WITH RESPECT TO THE PRODUCT, INCLUDING WITHOUT
LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS
FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. SHUNRA
DOES NOT WARRANT THAT THE PRODUCT IS ERROR FREE OR THAT
THE OPERATION OF THE PRODUCT WILL BE SECURE OR
5.4 CERTAIN COMPONENTS OF THE PRODUCT, INCLUDING
ELEMENTS OF THE SOFTWARE, HAVE BEEN PROVIDED TO SHUNRA
BY THIRD PARTY SUPPLIERS AND/OR LICENSORS. NO SUCH THIRD
PARTY WARRANTS THE PRODUCT, ASSUMES ANY LIABILITY WITH
RESPECT TO THE PRODUCT (INCLUDING THE HARDWARE, THE
SOFTWARE, OR THE RELATED MATERIALS) OR UNDERTAKES TO
PROVIDE ANY SUPPORT OR INFORMATION REGARDING THOSE
ELEMENTS OF THE PRODUCT.
6. LIMITATION OF LIABILITY
IN NO EVENT SHALL SHUNRA BE LIABLE FOR ANY SPECIAL,
INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES
WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES
FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION)
ARISING OUT OF THIS AGREEMENT OR THE USE OF OR INABILITY
TO USE THE PRODUCT, OR FOR ANY LOSS OF OR DAMAGE TO
PROPERTY. IN NO EVENT WILL SHUNRAS LIABILITY UNDER
THIS AGREEMENT EXCEED THE AMOUNT OF THE LICENSE FEES
PAID BY LICENCEE TO SHUNRA IN THE TWELVE MONTH PERIOD
PRECEDING ANY CLAIM BY LICENSEE. Since some states and jurisdictions
do not allow the limitation of incidental or consequential damages, the
above limitation may not apply to Licensee.
No right, license, or interest to any trademark, trade name, service mark or logo
of Shunra or any third party, are granted hereunder, and you agree that no such
right, license, or interest, shall be asserted by you with respect to such trademarks.
8. SUPPORT AND MAINTENANCE
Support and Maintenance of the Software Product are available in accordance
with Shunras standard Support and Maintenance Services Agreement, attached
hereto as Exhibit A, as may be revised from time to time, for the annual fee prescribed
by Shunra. The provision of the Support and Maintenance Services by Shunra shall
be automatically renewed for additional one year terms, unless you notify Shunra
otherwise in writing at least thirty (30) days prior to the elapse of the annual term.
9.1 Any provision hereof which is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective only to the extent of
such prohibition or unenforceability without invalidating the remaining provisions
hereof or affecting the validity or enforceability of such provision in any other
9.2 Headings of sections herein are inserted for ease of reference only and
shall not be used for the construction or interpretation of this Agreement.
9.3 This Agreement shall be governed by the laws of New Jersey, U.S.A,
excluding the application of its conflicts of law rule. The competent courts of
New Jersey shall have exclusive jurisdiction over any dispute arising out of this
Agreement and you hereby waive unconditionally any objection to the laying
of venue of any lawsuit, action or other proceeding in such courts.
9.4 Licensee may not assign or otherwise transfer any of its rights or
obligations under this Agreement. Any attempt by Licensee to sublicense, assign
or transfer any of the rights, duties or obligations hereunder other than in
accordance with the terms of this Agreement shall have no effect.
9.5 This Agreement, together with the additional terms set forth in Shunras
Order Confirmation, sets forth the entire agreement between Shunra and Licensee
regarding the licensing and servicing of the Products and supersedes all prior or
contemporaneous oral or written agreements or representations with respect to the
subject matter hereof. This Agreement shall prevail over any conflicting or additional
terms of any other communication between the Parties. The provisions of any
separate order documentation used by Licensee shall be of no effect (notwithstanding
any provisions in such order document to the contrary).
Maintenance and Software Subscription
Extended Warranty Service
Products requiring extended warranty service during this period should be
delivered to Shunras U.S. or Israeli office with proof of purchase. Products
returned to Shunra must be pre-authorized with a Return Material Authorization
number marked on the outside of the package, and packaged in the original
packaging material. If the delivery is by mail, you agree to ensure the product
or assume the risk of loss or damage in transit. You also agree to prepay
shipping charges to Shunra. The repaired or replaced item will be shipped
to the customer at Shunras expense, not later than thirty (30) days after receipt
Maintenance and Software Subscription
Maintenance and Software Subscription includes software updates and bug
fixes and any software upgrades that become generally available to Shunras
other licensees. Your use of any software updates, bug fixes and/or software
upgrades provided hereunder shall be governed by the terms and conditions
set forth in the Agreement.
You will be eligible to receive phone, email and Web based interactive support,
and any software updates, bug fixes and/or software upgrades provided that you
have fully paid up all of the applicable license and support or maintenance fees.
Phone support will be provided Monday through Friday between 9 AM and 6 PM
eastern standard time, excluding public holiday.
Notwithstanding any provisions limiting liability under this Agreement, Shunras
maintenance services hereunder shall not extend in the event the Software Product
or any part or component thereof:
(i) have been subject to misuse, negligence, accident, improper installation or use
or have been subject to maintenance by anyone other than Shunra, or;
(ii) have been modified, repaired or altered by anyone other than Shunra; or
(iii) have been combined with or installed on/with software products, or equipment,
not authorized in writing by Shunra; or
(iv) have been damaged by causes beyond the control of Shunra