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SA-BLASTonGT Software License Terms and Conditions:
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This copy of SA-BLASTonGT software (the "Software") is licensed to you to run in the intranet environment for the period (the "License Period") as specified in the invoice. The master node must have Internet access. The master node is allowed to run on one machine only. This license will expire after the License Period is passed, unless this license is renewed from SA or its distributor.
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1. LICENSE TERMS
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a. |
Evaluation Use. The terms of this Section 1(a) are applicable to you if you have registered as an Evaluation Use customer. Subject to the terms of this Agreement, SA grants to you a non-exclusive, non-transferable, license to use the evaluation version of the Software solely for Evaluation Use. Third party software products or modules supplied by SA, if any, may be used solely with the Software. All rights not specifically granted to you herein are retained by SA.
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b. |
Production Use. The terms of this Section 1(b) are applicable to you if you have registered as a Production Use customer. Subject to the terms of this Agreement, SA grants to you a non-exclusive, non-transferable, fee-bearing license to use the Software solely for Production Use on the number of CPU's, Servers and/or at the Sites, as specified on SA's invoice. Third party software products or modules supplied by SA, if any, may be used solely with the Software. If you integrate the Software into an application and intend to resell the resulting integrated application you must contact SA to obtain the appropriate distribution license. All rights not specifically granted to you herein are retained by SA.
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c. |
Restrictions on Use. Whether the Software is being licensed for Evaluation Use, or Production Use, you may not reverse engineer, decompile, disassemble or otherwise attempt to determine source code or protocols from the Software or disclose the results of software performance benchmarks to any third party without SA's prior written consent. Additional restrictions, if any, with respect to third party software will be delivered to you along with your license key. You are forbidden from using the Software licensed for Evaluation Use for Production Use. You may not lease, rent, resell or sublicense the Software to any third party, or otherwise use it except as permitted in this Agreement.
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d. |
Ownership Rights. This license is not a sale. Title, ownership rights and all intellectual property rights (including but not limited to copyright) in and to the Software and the Documentation shall remain the sole and exclusive property of SA. You are forbidden from modifying Software without SAfs prior written consent.
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e. |
Copies and Number of Users. The terms of this Section 1(e) are applicable to you if you are a Production Use customer. You may make one copy of the Software and Documentation (provided that all copyright and other proprietary notices of SA and its licensors are reproduced), solely for archival purposes. If you do copy for this purpose, you will preserve any proprietary rights notices on the Software and place such notices on any and all copies you made or make. If you would like to change the number of Users, or number or identity of Sites, CPU's and/or Servers indicated on your invoice, you must contact SA in writing for our approval; you may be subject to additional fees.
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f. |
Territory. The license grants hereunder are limited to use within the Territory.
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g. |
Audit. SA may, at any time with seven (7) days prior written notice, request and gain access to your premises subject to your security procedures, for the limited purpose of conducting an audit to determine and verify that you are in compliance with these terms and conditions. You will promptly grant such access and cooperate with SA in the audit. The audit will be conducted in a manner not intended to unreasonably disrupt your business and will be restricted in scope, manner and duration to that reasonably necessary to achieve its purpose. You will be liable for promptly remedying discrepancies revealed during the audit, including reimbursement to SA for the costs of the audit and any underpayments. In the event an audit reveals a license infringement (such as running unauthorized master node, etc), you agree to pay SA five (5) times the amount of the license fee that SA received, plus the cost of the audit.
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2. LIMITED WARRANTY
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a. |
Limited Warranty. With respect to the Software licensed for Production Use, SA warrants that the Software will conform in all material respects to the Documentation for a period of ninety (90) days from the date of delivery of the Software. SA does not warrant that operation of the Software will be uninterrupted or "bug" free.
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Disclaimer. THE FOREGOING WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INLCUDING WARRANTIES OF NONINFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND OPERABILITY ON A PARTICULAR HARDWARE ON IN A PARTICULAR CIRCUMSTANCES.
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3. LIMITATION OF LIABILITY
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Evaluation Use. Evaluation Use Software is provided gratuitously and, therefore, SA shall not be liable for any direct, indirect, incidental, special, punitive or consequential damages under any theory of liability whether in tort, contract, strict liability or otherwise even if advised of the possibility of such damages.
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b. |
Production Use. With respect to Production Use, SA's aggregate liability to you for damages concerning performance or nonperformance by SA or in any way related to this Agreement, and regardless of whether the claim for such damages is based in contract, tort, strict liability of otherwise, shall not exceed the license fees received by SA for the affected Software for the twelve (12) month period preceding the occurrence of such liability. In no event shall SA be liable for any indirect, incidental, special, punitive or consequential damages, lost data or lost profits, even if SA has been advised as to the possibility of such damages. You acknowledge that the amount paid for the Software reflects this allocation of risk.
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Applicability. Some States do not permit disclaimers of certain warranties or limitations on certain types of liability under certain circumstances; consequently, some of the foregoing disclaimers and limitations may not be applicable to you, in whole or in part.
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4. SOFTWARE CHANGES
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SA reserves the right at any time not to release or to discontinue release of any Software and to alter prices, features, specifications, capabilities, functions, licensing terms, release dates, general availability or other characteristics of the Software.
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5. UPGRADE PRODUCTS
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Any Upgrades may only be used in conjunction with the prior version of the Software.
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6. LIMITED WARRANTY AND DISCLAIMER
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SA warrants that for a period of ninety (90) days from the date of sale of the Software to you, the physical media on which the Software is furnished will, under normal use, be free from defects in materials and workmanship, if the Software is furnished through the physical media, not through electronic means such as email or Internet download. SAfs entire liability and your sole and exclusive remedy under this warranty (which is subject to you returning the Software to SA) will be to replace the physical media. Except for these express limited warranties, SA makes, and you receive, no warranties or conditions, express, implied, statutory, or otherwise.
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7. TERMINATION
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This Agreement is effective until terminated. You may terminate this Agreement at any time by removing the Software from your system and destroying all copies of the Software and the Documentation. Unauthorized copying of the Software or the Documentation or otherwise failing to comply with the terms and conditions of this Agreement will result in automatic termination of this Agreement and will make available to SA other legal remedies. Upon termination of this Agreement, the license granted herein will terminate and you must immediately destroy the Software and Documentation, and all back-up copies thereof.
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8. UNITED STATES GOVERNMENT RIGHTS
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The Software provided under this Agreement is commercial computer software developed exclusively at private expense, and in all respects are proprietary data belonging solely to SA.
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Department of Defense End Users: If the Software is acquired by or on behalf of agencies or units of the Department of Defense (DOD), then, pursuant to DoD FAR Supplement Section 227.7202 and its successors (48 C.F.R. 227.7202), the Government's right to use, reproduce or disclose the Software and any accompanying documentation acquired under this Agreement is subject to the restrictions of this Agreement.
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Civilian Agency End Users: If the Software is acquired by or on behalf of civilian agencies of the United States Government, then, pursuant to FAR Section 12.212 and its successors (48 C.F.R. 12.212), the Government's right to use, reproduce or disclose the Software acquired under this Agreement is subject to the restrictions of this Agreement.
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9. MISCELLANEOUS
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Force Majeure. Neither party shall be liable for any delay or failure in performance due to causes beyond its reasonable control.
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Export Compliance. You agree to comply with any applicable export control laws and regulations of JAPAN, U.S.A. and other countries.
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Assignment. You may not assign this Agreement, except to a successor in interest as the result of a merger or acquisition or sale of all or substantially all of your assets, without SA's prior written consent which will not be unreasonably withheld.
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Severability. If any part of this Agreement is held to be unenforceable, in whole or in part, such holding will not affect the validity of the other parts of the Agreement.
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Waiver. The waiver of a breach of any provision of this Agreement will not operate or be interpreted as a waiver of any other or subsequent breach.
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Governing Law and Venue. This Agreement will be governed by the laws of Japan, excluding its conflict of law rules. The Tokyo District Court shall have exclusive primary jurisdiction with respect to all disputes arising with respect thereto.
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Entire Agreement. Any amendment or modification to the Agreement must be in writing signed by both parties. This Agreement constitutes the entire agreement and supersedes all prior or contemporaneous oral or written agreements regarding the subject matter hereof. No terms, provisions or conditions of any purchase order, acknowledgment or other business form that you may use in connection with the licensing of the Software will have any effect on the rights, duties or obligations of the parties hereunder, or otherwise modify this Agreement, regardless of any failure of SA to object to such terms, provisions or conditions.
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Acceptance. The earlier of your (i) downloading of the Software or (ii) use of the Software, constitutes an acceptance of the terms of this Agreement. If you do not agree to be bound by these provisions, you are required to destroy all copies of the Software from your equipment immediately.
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11. DEFINITIONS
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"Documentation" means SA's current user manuals, operating instructions and installation guides provided with the Software to you.
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b. |
"Error" means a failure of the Software to conform to the specifications as set forth in the Documentation, resulting in the inability to use the Software or a material restriction in use of the Software.
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c. |
"Evaluation Use" means use of the Software solely for evaluation and trial for new applications intended for your Production Use.
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d. |
"Maintenance Release" means a subsequent version of the Software that includes Updates and/or Upgrades.
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"Production Use" means using the Software in your application for internal business purposes only which may include third party customers' access to or use of such applications. Production Use does not include the right to reproduce the Software for sublicensing, resale, or distribution, including without limitation, operation on a time sharing or service bureau basis or distributing the Software as part of an ASP, VAR, OEM, distributor or reseller arrangement.
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"Server" means a single computer processor capable of executing the Software.
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g. |
"Site" means the specific, physical location of a Server, as set forth on your registration form.
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h. |
"Software" means the object code versions, extracts and/or derivative works of the software obtained through SA's distributors, and/or through electronically downloaded from SA's website upon acceptance of this Agreement including Maintenance Releases.
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"Territory" means the geographical territory into which you download the Software or indicate acceptance of this Agreement.
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"Update" means either a Software modification or addition that, when made or added to the Software, corrects the Error, or a procedure or routine that, when observed in the regular operation of the Software, eliminates the practical adverse effect of the Error on you.
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"Upgrade" means a revision of the Software released by SA to its distributors or its end users generally, to add new and different functions or to increase the capacity of the Software. Upgrade does not include the release of a new product or added features for which there may be a separate charge. If a question arises as to whether a new product offering is an Upgrade or a new product, SA's opinion will prevail.
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Copyright © System Architecture, Co., Ltd.
All Rights Reserved.
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