PARALLELGRAPHICS LIMITED
END-USER LICENSE AGREEMENT
IMPORTANT – READ CAREFULLY: This ParallelGraphics End-User License Agreement (the “Agreement”) is a legal agreement between you, either an individual or a single entity (the “Licensee”) and ParallelGraphics Limited (the “Licensor”) for the ParallelGraphics Software (the “Software”).
By installing, copying or otherwise using the Software, you agree to be bound by the terms and conditions of this Agreement. If you do not agree to the terms and conditions of this Agreement, do not install, copy or otherwise use the Software, you may however return the Software to your place of purchase.
1. Definitions
'Documentation' means applicable electronic Software user manuals provided by Licensor along with the Software.
‘Licensing Information’ means the list of purchased Software products, including corresponding license type, License Term, Maintenance and Support Term. A separate Licensing information document is provided to the Licensee by the Licensor for each Software order.
‘License Term’ means the time period during which the license shall be in effect as specified in the applicable Licensing Information.
‘Maintenance and Support Term’ means the period of time during which the Licensor should provide Maintenance and Support services as described in the First Schedule hereto.
‘New release’ means any improved, modified, updated or corrected version of the Software from time to time issued by the Licensor at its sole discretion;
2. License
2.1 In consideration of the payment by the Licensee an applicable license fee and of the further covenants herein undertaken by the Licensee, the Licensor hereby grants the Licensee the personal, non-exclusive, non-transferable rights to use the Software during applicable License Term for Licensee’s own purposes only, and not those of any third party. The Licensee may access the Software and query, display and manipulate the data contained therein.
Depending on the license type indicated in the Licensing information the following provisions shall apply to the Software use:
Node-locked license. If the Software is provided on a ‘node-locked’ basis, the Licensee may install and use the Software on a fixed number of computers identified by unique Host ID. The Licensee may from time to time change identified computers by giving prior written notice to the Licensor. The aggregate number of the identified computers at any point in time should not exceed the number of licenses specified in the Licensing information.
Floating license. If the Software is provided on a ‘floating’ basis, the Licensee may install and use the Software on any computer within Licensee’s enterprise network provided that the total number of concurrent users at any point of time does not exceed the number of users specified in the Licensing information.
2.2 Additional restrictions on use applicable to the Software:
Academic use. If the license is specified in the Licensing information as ‘academic’, the Licensee can use the Software for academic purposes only, any commercial use is prohibited. The Academic license can used by academic institutions and individuals only.
Evaluation use. If the Software is provided on ‘evaluation’ basis, it can be used for evaluation purposes only. The License Term for evaluation license is typically limited to thirty or ninety days, and the evaluation license will cease to be operational when the License term expires. The evaluation status of the license and expiration date are indicated in the License administrator component of the Software.
2.3 Product specific terms. The following provisions apply solely with respect to the Software components specified below:
License server. The License server is supplied along with the Software licensed on a ‘floating’ basis, but the License server should be used on a ‘node-locked’ basis with the additional specific term: the License server can be installed on one or more identified computers provided that the aggregate number of the floating licenses allowed by installed License server(s) at any point in time should not exceed the number of the floating licenses specified in the Licensing information.
Failover server. The Failover server is supplied along with the Software licensed on a ‘floating’ basis, but the Failover server should be used on a ‘node-locked’ basis only. The aggregate number of identified computers at any point in time should not exceed the number of the Failover server licenses specified in the Licensing information.
2.4 The Software Documentation contain confidential information of the Licensor and all copyright, trademarks and all other intellectual property rights in and to the Software and Documentation are and shall remain the sole and exclusive property of the Licensor. Nothing in this Agreement shall confer any rights in any tradename, business name or trademark of the Licensor on you. The provisions of this Clause 2.3 shall continue to operate after the termination of this Agreement.
2.5 Save as otherwise expressly set out herein and as otherwise expressly permitted by law, the Licensee shall not:
(a) Make any temporary or permanent reproduction by any means and in any form, in whole or in part, of the Software or the Documentation;
(b) Make any translation, adaptation, arrangement or any other alteration of the Software or the Documentation;
(c) Make any form of distribution to the public of the Software or the Documentation, in whole or in part, or of copies thereof;
(d) Disseminate, sell, give away, hire, lease, offer or expose for sale or distribute the Software, or another product wholly or partially derived from any of the foregoing;
(e) Assign, transfer, sell, lease, rent, charge or otherwise deal in or encumber the Software or the Documentation or use the Software or the Documentation on behalf of any third party, or make available the same to any third party without the prior written consent of the Licensor;
(f) Adapt or reverse compile the whole or any part of the Software or the Documentation; (g) Copy the Software except for a reasonable number of copies of the Software for back-up purposes.
(h) Remove or alter any copyright or other proprietary notice from the Software or the Documentation.
2.6 The Licensor will not be bound by any term, condition or other provision proffered by the Licensee which is different from or in addition to the provisions of this Agreement unless the Licensor agrees to such provisions in writing.
2.7 No amendment, modification or waiver of any of the provisions of this Agreement shall be valid unless set out in writing and signed by each party.
2.8 If any provision of this Agreement shall be found by any court or administrative body of any competent jurisdiction to be invalid or unenforceable, the invalidity or unenforceability of such provision shall not affect the other provisions of this Agreement and all provisions not affected by such invalidity or unenforceability shall remain in full force and effect.
2.9 The Licensee shall not be entitled to assign or otherwise transfer this Agreement or any of its rights or obligations hereunder, without the prior written consent of the Licensor.
2.10 This Agreement shall be binding upon and inure to the benefit of any successor of the Licensee who, whether by merger, purchase, or otherwise acquires all or substantially all of the assets or business of Licensee. The Agreement may not otherwise be assigned, sublicensed, or transferred by Licensee without the written consent of the Licensor.
3. Term and Termination
3.1 The Licensor may terminate this Agreement if the Licensee breaches any of the terms of this Agreement and fail to remedy such a breach within fifteen (15) days of receipt of written notice from the Licensor. Upon such termination the Licensee shall destroy the Software, and the Documentation and any back-up or archival copy of the Software and shall provide written certification of such destruction to the Licensor.
3.2 The Licensee may terminate this Agreement at any time by destroying the Software, the Documentation and any back-up or archival copy of the Software and notifying the Licensor in writing of such destruction.
3.3 All provisions of this Agreement which in order to give effect to their meaning need to survive its termination shall remain in full force and effect thereafter.
4. Maintenance and Support
4.1 The Licensor provides the Maintenance and Support services for the Software during the applicable Maintenance and Support Term as described in the First Schedule hereto.
5. Warranties
5.1 The Licensor warrants that its title to and property in the Software and the Documentation is free and unencumbered and that it has the right, power and authority to license the same upon the terms and conditions of this Agreement.
6. Consequential Damages
6.1 In no event shall the Licensor be liable for any indirect, incidental, special or consequential damages (including without limitation any loss of data or business interruption) arising out of the performance or failure of the Software even if such damages were reasonably foreseeable or the Licensor had been advised of the possibility of such damages.
7. Liability
7.1 The Licensor does not warrant that the Software and/or the Documentation will meet the Licensee’s requirements or that the operation of the Software will be uninterrupted or error free.
7.2 Except as expressly provided herein, all conditions and warranties (express or implied, statutory or otherwise) are excluded by the Licensor, including without limitation any warranties implied by the Sale of Goods Act 1893 as amended by the Sale of Goods and Supply of Services Act 1980 or by Section 39 of the said 1980 Act.
8. Governing Law
8.1 This Agreement will be governed and construed in accordance with the laws of Ireland.
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First Schedule - Maintenance and Support
During the Maintenance and Support Term the Licensor shall provide the Licensee with New releases of the Software.
During the Maintenance and Support Term the Licensor shall provide the Licensee with Support as described below.
Contact e-mail address. Licensor shall maintain an e-mail address to which Licensee can report Software Errors to Licensor or obtain ongoing technical assistance as may be required for Licensee to understand and use the Software.
Classification of Software Errors. Licensor shall correct Software Errors that become known to it in accordance with the severity of the Software Error involved and its actual or potential impact upon operations of Licensee and End-users. Licensee shall inform Licensor of these facts when making its trouble report. Licensor reserves the right to reclassify any Software Error as a Critical Software Error, or vice versa, at any time.
Response. Licensor shall respond to every Licensee trouble report, as follows, commencing upon receipt of Licensee's trouble report:
(1) Error Reporting. Licensor shall reply to Licensee’s Error Report via electronic mail within two working days (with the exception of weekends and national bank holidays).
(2) Non-Critical Software Errors. For Software Errors other than Critical Software Errors, Licensor shall use its best efforts to correct them either through the development and provision of corrective code for the Software or corrective addenda or substitute pages for the Documentation or both. Licensor shall promptly replace any work-around, patch, or other temporary correction provided to Licensee in response to a Software Error with permanent correction and shall include such permanent correction in the next release of the Software.
(3) Critical Errors. For Critical Software Errors, Licensor shall respond in the same manner as that described in the preceding paragraph, but shall deliver a suitable work-around, patch, or other temporary correction suitable to restore lost functionality and performance within fifteen (15) working days.
(4) Extraordinary Circumstances. If Licensor encounters unforeseen circumstances that delay or make it impossible for Licensee or End-users to perform the obligations set forth above, the Licensor shall cooperate with Licensee to provide appropriate work-arounds, interim support, on-site personnel, or other remedial measures commensurate with the severity and impact of the Software Error.