End User License Agreement for Acunu Reflex with Apache Cassandra with Standard Support
ACUNU DATA PLATFORM - END USER LICENCE AGREEMENT
BY DOWNLOADING AND INSTALLING OR OTHERWISE USING THE SOFTWARE, YOU AGREE TO BE
BOUND BY THE TERMS OF THIS END USER LICENCE AGREEMENT ("EULA"). IF YOU DO NOT AGREE
TO THE TERMS OF THIS EULA, YOU MAY NOT INSTALL, COPY OR USE THE SOFTWARE.
This EULA sets out the basis upon which Acunu Limited ("Acunu") (English company number 690 8490) of
47 Church Street, Great Baddow, Chelmsford, CM2 7JA makes this software available to you. "You" means
the person or entity that is agreeing to be bound by this EULA, their employees and third party contractors
that provide service to you. You shall be liable for any failure by such employees and third party contractors
to comply with the terms of this agreement.
1.1 "Confidential Information" means any proprietary information received by the one party during, or
prior to entering into, this Agreement that a party should know is confidential or proprietary based on the
circumstances surrounding the disclosure including, without limitation, the Software and any non-public
technical and business information. Confidential Information does not include information that (a) is or
becomes generally known to the public through no fault of or breach of this Agreement by the receiving party;
(b) is rightfully known by the receiving party at the time of disclosure without an obligation of confidentiality;
(c) is independently developed by the receiving party without use of the disclosing party's Confidential
Information; or (d) the receiving party rightfully obtains from a third party without restriction on use or
1.2 "Software" means the Acunu Data Platform together with the Third Party Software.
1.3 "Third Party Software" means certain third party and open source software, listed, along with the
terms and conditions governing its use, at http://techdocs.acunu.com/resources/3rd-party-licences.txt
1.4 "Software Licence Key" means a machine readable file provided by Acunu which controls access to
certain functions of the Software.
1.5 "Trial Period" means a period from when you first install the software until the expiry of a Trial
Software Licence Key supplied by Acunu.
1.6 "Licensee" means the person or entity that has agreed to be bound by this EULA.
2 Proprietary Rights.
The Software, any Software Licence Key and any modifications or derivatives thereto, is and shall remain the
sole property of Acunu and its licensors, and, except for the license rights granted herein, Acunu and its
licensors retain all right, title and interest in and to the Software and Software Licence Key. This Agreement
does not apply to any Third Party Software (including, without limitation, open source components) that may
be included with the Software.
3 License Grant.
Subject to Licensee's compliance with the terms and conditions of this Agreement, Acunu grants to Licensee
a non-exclusive, non-transferable, non-sub-licensable, royalty-free, revocable and limited licence to install
and use the Software for the purpose as described in the applicable documentation for the Software and to
the extent permitted by your payment of applicable licence fees, if any, for a Trial Period or as agreed in
writing by Acunu.
4 Restrictions & Undertaking.
4.1 Licensee will not: (a) copy or use the Software in any manner except as expressly permitted in this
Agreement; (b) transfer, sell, rent, lease, lend, distribute, or sublicense the Software to any third party; (c)
reverse engineer, disassemble, or decompile the Software (except to the extent such restrictions are
prohibited by law); (d) alter, modify, enhance or prepare any derivative work from or of the Software; (e) alter
or remove any proprietary notices, titles, trademarks or trade names or copyright notices in the Software; (f)
make available to any third party the functionality of the Software or any Software Licence Key used in
connection with the Software; (g) make available to any third party the results of any benchmarking or
performance evaluation of the Software.
4.2 At the end of the Trial Period, Licensee will terminate use of the software unless an extension to the
Trial Period is agreed in writing with Acunu or as permitted by renewal of the Software Licence Key.
5 Support Services.
This EULA does not give you any rights to any updates or upgrades to the Software or to any extensions or
enhancements to the software developed by Acunu at any time in the future. Acunu may offer support and
subscription services separately. If you have purchased support and subscription services with the Software,
these services are provided to you under the Acunu Terms and Conditions. Acunu may at its discretion
provide you with periodic Software updates to correct known bugs and errors to the extent Acunu
incorporates such corrections into the Software.
Licensee and Acunu will maintain the confidentiality of Confidential Information. The receiving party of any
Confidential Information of the other party agrees not to use such Confidential Information for any purpose
except as necessary to fulfil its obligations and exercise its rights under this Agreement. The receiving party
shall protect the secrecy of and avoid disclosure and unauthorized use of the disclosing party's Confidential
Information to the same degree that it takes to protect its own confidential information and in no event less
than reasonable care. The terms of this Confidentiality section shall survive termination of this Agreement.
Upon termination or expiration of this Agreement, the receiving party will, at the disclosing party's option,
promptly return or destroy (and provide written certification of such destruction) the disclosing party's
7 Collection of technical data.
Licensee agrees that Acunu may use any technical information Licensee provides to Acunu for any Acunu
business purpose without restriction, including for product support and development. Acunu will not use this
information in a form that personally identifies you.
8 Audit Rights.
For the period of the EULA and for two (2) years after termination or expiry of the EULA or support or
subscription services for the Software, Acunu, or a third party designated by Acunu, may audit upon written
notice to Licensee, your books, records and computing devices to determine your compliance with this EULA
and your payment of the applicable licence, subscription and support fees, if any, for the Software. If audit
reveals underpayment by Licensee of more than ten percent (10%) of the the amounts due to Acunu in the
period being audited, or that Licensee has breached the terms of the EULA, then, in addition to any other
remedies Acunu may have, Licensee will promptly pay to Acunu any underpayments and the cost of the
Neither party will, without the other party's prior written consent, make any news release, public
announcement, denial or confirmation of this Agreement, its value, or its terms and conditions, or in any
manner advertise or publish the fact of this Agreement. Notwithstanding the above, Acunu may use
Licensee's name and logo, consistent with Company's trademark policies, on customer lists so long as such
use in no way promotes either endorsement or approval of Acunu or any Acunu products or services.
THE SOFTWARE IS PROVIDED ON AN "AS IS" OR "AS AVAILABLE" BASIS WITHOUT ANY
REPRESENTATIONS, WARRANTIES, COVENANTS OR CONDITIONS OF ANY KIND. ACUNU AND ITS
SUPPLIERS DO NOT WARRANT THAT THE SOFTWARE WILL BE FREE FROM BUGS, ERRORS, OR
OMISSIONS. ACUNU AND ITS SUPPLIERS DISCLAIM ANY AND ALL WARRANTIES AND
REPRESENTATIONS (EXPRESS OR IMPLIED, ORAL OR WRITTEN) WITH RESPECT TO THE
SOFTWARE WHETHER ALLEGED TO ARISE BY OPERATION OF LAW, BY REASON OF CUSTOM OR
USAGE IN THE TRADE, BY COURSE OF DEALING OR OTHERWISE, INCLUDING ANY AND ALL (I)
WARRANTIES OF MERCHANTABILITY, (II) WARRANTIES OF FITNESS OR SUITABILITY FOR ANY
PURPOSE (WHETHER OR NOT ACUNU KNOWS, HAS REASON TO KNOW, HAS BEEN ADVISED, OR IS
OTHERWISE AWARE OF ANY SUCH PURPOSE), AND (III) WARRANTIES OF NONINFRINGEMENT OR
CONDITION OF TITLE. LICENSEE ACKNOWLEDGES AND AGREES THAT LICENSEE HAS RELIED ON
11 Limitation of Liability.
EXCEPT FOR ANY ACTS OF FRAUD, NEGLIGENCE, OR WILFUL MISCONDUCT, IN NO EVENT WILL: (I)
ACUNU BE LIABLE TO LICENSEE OR ANY THIRD PARTY FOR ANY LOSS OF PROFITS, LOSS OF USE,
LOSS OF REVENUE, LOSS OF GOODWILL, ANY INTERRUPTION OF BUSINESS, OR FOR ANY
INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY
KIND ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE SOFTWARE,
REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR
OTHERWISE, EVEN IF ACUNU HAS BEEN ADVISED OR IS OTHERWISE AWARE OF THE POSSIBILITY
OF SUCH DAMAGES; AND (II) ACUNU'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS
AGREEMENT EXCEED THE AGGREGATE OF THE AMOUNTS PAID OR PAYABLE BY LICENSEE TO
ACUNU, IF ANY, UNDER THIS AGREEMENT. MULTIPLE CLAIMS WILL NOT EXPAND THIS LIMITATION.
The term of this Agreement will be for the Trial Period or for as long as the Licensee continues to have a valid subscription or support agreement with Acunu or valid Software Licence Key(s) for the Software. Licensee may terminate this Agreement for any reason, or for no reason, by providing at least ten (10) days prior written notice to Acunu. Acunu may terminate this Agreement if Licensee materially breaches its obligations hereunder and, where such breach is curable, such breach remains uncured for ten (10) days following written notice of the breach. Upon the expiration or termination of this Agreement: all rights granted to Licensee under this Agreement will immediately cease. Licensee acknowledges that the Software may
contain a licence key with a time-out mechanism that will suspend and/or terminate Licensee's use of the
Software upon termination of this Agreement. Upon termination of this Agreement, Licensee will, at Acunu's
option, promptly return or destroy (and provide written certification of such destruction) the applicable
Software and Software Licence Key(s) and all copies and portions thereof, in all forms and types of media. In addition to all definitions and this sentence, the following Sections will survive any termination or expiration of this Agreement: 2, 4, 6, 7, 8, 9, 10, 11, 12 and 13.
13.1 This Agreement together with any exhibits attached hereto, are the entire agreement of the parties
regarding the subject matter hereof, superseding all other agreements between them, whether oral or written,
regarding the subject matter hereof.
13.2 This Agreement will be governed by and construed in accordance with the laws of England and
Wales. The parties agree that any action at law or in equity arising out of or relating to this Agreement will be filed only in the English courts. The parties hereby irrevocably and unconditionally consent and submit to the exclusive jurisdiction of such courts over any suit, action or proceeding arising out of this Agreement.
13.3 Neither this Agreement nor any right or duty under this Agreement may be transferred, assigned or
delegated by Licensee, by operation of law or otherwise, without the prior written consent of Acunu, and any
attempted transfer, assignment or delegation without such consent will be void and without effect. Acunu may
freely transfer, assign or delegate this Agreement or its rights and duties under this Agreement. Subject to the foregoing, this Agreement will be binding upon and will inure to the benefit of the parties and their respective representatives, heirs, administrators, successors and permitted assigns.
13.4 If any provision of this Agreement is invalid, illegal, or incapable of being enforced by any rule of law or public policy, all other provisions of this Agreement will nonetheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated by this Agreement is not affected in any
manner adverse to any party. Upon such determination that any provision is invalid, illegal, or incapable of
being enforced, the parties will negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions
contemplated hereby are fulfilled.
13.5 Notwithstanding any terms to the contrary in this Agreement, Acunu may choose to electronically
deliver all communications with Licensee, which may include email to Licensee's email address indicated in
Licensee's communications with Acunu. Acunu's electronic communications to Licensee may transmit or
convey information about action taken on Licensee's request, portions of Licensee's request that may be
incomplete or require additional explanation, any notices required under applicable law and any other
notices. Licensee agrees to do business electronically with Acunu, and to receive electronically all current
and future notices, disclosures, communications and information, and that the aforementioned provided
electronically satisfies any legal requirement that such communications be in writing. An electronic notice will be deemed to have been received the day of receipt as evidenced by such email.