Software Licence Agreement

JUSTONEDB FREE EDITION SOFTWARE LICENSE TERMS

BY CLICKING THE “ACCEPT” BUTTON, YOU OR THE ENTITY THAT YOU REPRESENT (“LICENSEE”) ARE UNCONDITIONALLY CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THE SOFTWARE LICENSE AGREEMENT CONSISTING OF THIS PARAGRAPH AND THE FOLLOWING TERMS (THE “AGREEMENT”) WITH RESPECT TO THIS PRODUCT (DEFINED BELOW).  PROVISION OF THE PRODUCT IS CONDITIONED ON, AND LICENSEE’S INSTALLATION OR USE OF THIS PRODUCT SHALL CONSTITUTE, LICENSEE’S ASSENT TO THE TERMS OF THIS AGREEMENT OR OF SUCH EXISTING SEPARATE WRITTEN LICENSE AGREEMENT TO THE EXCLUSION OF ALL OTHER TERMS. IF THESE TERMS ARE CONSIDERED AN OFFER, ACCEPTANCE IS EXPRESSLY LIMITED TO SUCH TERMS. IF LICENSEE DOES NOT UNCONDITIONALLY AGREE TO THE FOREGOING, CLICK THE “CANCEL” BUTTON. IF YOU INSTALL THE PRODUCT, YOU ARE REPRESENTING AND WARRANTING THAT YOU ARE AUTHORIZED TO BIND THE LICENSEE.

 

  1. Grant of License and Restrictions. Subject to all the terms and conditions hereof and any applicable user/use limitations and documentation, JustOne grants Licensee a nonsublicensable, nonexclusive, right to use a licensed product in object code form only (“Product”) for internal non-commercial use on a single hardware platform only. Except for one copy solely for back-up purposes, Licensee may possess one copy of any Product as has been expressly authorized by JustOne. JustOne retains ownership of all copies and Licensee will maintain the copyright notice and any other notices that appear on the Product on any copies and any media. Licensee will not (and will not allow any third party to) (i) reverse engineer or attempt to discover any source code or underlying ideas or algorithms of any Product (except to the extent that applicable law prohibits reverse engineering restrictions), (ii) provide, resell, lease, lend, disclose, use for timesharing or service bureau purposes, or otherwise use or allow others to use for the benefit of any third party, any Product (except as expressly and specifically authorized by JustOne), (iii) possess or  use any Product, or allow the transfer, transmission, export, or re-export of any Product or portion thereof in violation of any applicable law, restriction or regulation including without limitation export control laws or regulations administered by the U.S. Commerce Department, U.S. Treasury Department’s Office of Foreign Assets Control, or any other government agency, (iv) disclose to any third party any benchmarking or comparative study involving any Product; (v) modify any Product; or (vi) aggregate use of the Product with additional licensed Products (i.e., a single implementation solution of multiple Products). Further, Licensee’s use of the Product (a) shall be limited to a maximum of one billion rows of data; (b) may only be on a single dedicated server or Amazon Web Services platform (AWS); (c) cannot be operated with a shared or federated environment; (d) shall limit data acquisition to file based data loading only; and (e) shall be limited to five (5) connected users. Prior to disposing of any media or apparatus containing any part of the Product, Licensee shall completely destroy any Product contained therein. All the limitations and restrictions on Products in this Agreement also apply to documentation. Licensee acknowledges that JustOne offers no support for the Product. LICENSEE ACKNOWLEDGES THAT THE PRODUCT MAY INCLUDE FEATURES TO PREVENT USE AFTER THE APPLICABLE LICENSE PERIOD AND/OR USE INCONSISTENT HEREWITH.
  2. Fees and Payment. The Product license is provided for no fee; however, without limiting JustOne’s remedies, if Licensee makes or uses copies, or has users/uses, that are not authorized hereunder, it will so report to JustOne and will pay license and maintenance and support fees equal to JustOne’s then current standard fees for the license and maintenance and support of such extra copies and users/uses. All payments shall be made in the currency of, and within the borders of the United States. Any payments more than thirty (30) days overdue will bear a late payment fee of 1.5% per month, or, if lower, the maximum rate allowed by law. In addition, Licensee will pay all taxes, duties, withholdings, backup withholding and the like; when JustOne has the legal obligation to pay or collect such taxes, the appropriate amount shall paid by Licensee directly to JustOne.
  3. Term; Termination; Breach. The term of this Agreement shall commence on the date Licensee is provided with a license key for the Product and shall expire six (6) months thereafter; provided that Licensee may renew this Agreement by requesting a license extension for the Product upon expiration of an applicable licensee key.JustOne may immediately terminate this Agreement (and any license extension) for any reason or no reason. Upon any termination or expiration, Licensee shall immediately cease all use of all affected Products and return or destroy all copies of all affected Products and all portions thereof and so certify to JustOne. Except as otherwise expressly provided herein, the terms hereof shall survive any termination. Termination is not an exclusive remedy and all other remedies will be available whether or not termination occurs. THE PRODUCT MAY CONTAIN DISABLING CODE THAT (EITHER AUTOMATICALLY OR UPON INPUT FROM JUSTONE) WILL MAKE THE PRODUCT (AND RELATED DATA) UNUSABLE UPON TERMINATION OF THE LICENSE OR UPON BREACH.
  4. Indemnity. Licensee will indemnify JustOne and its officers, directors and employees from all claims, damages, losses, settlements, attorney’s fees, and expenses that arise or result from any use of the Product by Licensee in breach of this Agreement.
  5. Limited Warranty and Disclaimer. ALL PRODUCTS ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND FROM ANYONE, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT. FURTHER, JUSTONE DOES NOT WARRANT RESULTS OF USE OR THAT THE PRODUCTS ARE BUG FREE OR THAT THE PRODUCT’S USE WILL BE UNINTERRUPTED.
  6. Limitation of Liability. NOTWITHSTANDING ANYTHING ELSE HEREIN OR OTHERWISE, AND EXCEPT FOR BODILY INJURY, NEITHER JUSTONE NOR ANY LICENSOR SHALL BE LIABLE OR OBLIGATED WITH RESPECT TO THE SUBJECT MATTER HEREOF OR UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY (I) FOR ANY AMOUNTS IN EXCESS IN THE AGGREGATE OF (TEN DOLLARS)$10 OR (II) FOR ANY COST OF PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGY, SERVICES OR RIGHTS; (III) FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES; (IV) FOR INTERRUPTION OF USE OR LOSS OR CORRUPTION OF DATA; OR (V) FOR ANY MATTER BEYOND ITS REASONABLE CONTROL. THE PRODUCT IS NOT DESIGNED, MANUFACTURED, OR INTENDED FOR USE IN HAZARDOUS ENVIRONMENTS REQUIRING FAIL-SAFE PERFORMANCE WHERE THE FAILURE OF THE PRODUCT COULD LEAD DIRECTLY TO DEATH, PERSONAL INJURY, OR SIGNIFICANT PHYSICAL OR ENVIRONMENTAL DAMAGE (“HIGH RISK ACTIVITIES”). USE OF THE PRODUCT IN HIGH RISK ACTIVITIES IS NOT AUTHORIZED. THE PARTIES AGREE THAT THIS SECTION 6 REPRESENTS A REASONABLE ALLOCATION OF RISK AND THAT LICENSOR WOULD NOT PROCEED IN THE ABSENCE OF SUCH ALLOCATION.
  7. Miscellaneous. Neither this arrangement nor the licenses granted hereunder are assignable or transferable (and any attempt to do so shall be void) by Licensee. JustOne may freely assign or transfer this Agreement. The provisions hereof are for the benefit of the parties only and not for any other person or entity. Any notice, report, approval, authorization, agreement or consent required or permitted hereunder shall be in writing; notices shall be sent to the address the applicable party has or may provide by written notice or, if there is no such address, the most recent address the party giving notice can locate using reasonable efforts. No failure or delay in exercising any right hereunder will operate as a waiver thereof, nor will any partial exercise of any right or power hereunder preclude further exercise. If any provision shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this arrangement shall otherwise remain in full force and effect and enforceable. This agreement shall be deemed to have been made in, and shall be construed pursuant to the laws of the State of California and the United States without regard to conflicts of laws provisions thereof, and without regard to the United Nations Convention on the International Sale of Goods or the Uniform Computer Information Transactions Act. This is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements and communications relating to the subject matter hereof and any waivers or amendments shall be effective only if made in writing; however, any pre-printed or standard terms of any purchase order, confirmation, or similar form, even if signed by the parties after the effectiveness hereof, shall have no force or effect. The substantially prevailing party in any action to enforce this agreement will be entitled to recover its attorney’s fees and costs in connection with such action. As defined in FAR section 2.101, DFAR section 252.227-7014(a)(1) and DFAR section 252.227-7014(a)(5) or otherwise, all Products and accompanying documentation provided by JustOne are “commercial items,” “commercial computer software” and/or “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use, modification, reproduction, release, performance, display, disclosure or distribution thereof by or for the U.S. Government shall be governed solely by these terms and shall be prohibited except to the extent expressly permitted by these terms.