End User License Agreement for ScaleOut StateServer
ScaleOut Software End User License Agreement
YOU SHOULD CAREFULLY READ THE FOLLOWING BEFORE PURCHASING A LICENSE OR USING THIS SOFTWARE PRODUCT FROM SCALEOUT SOFTWARE, INC.
This ScaleOut Software End User License Agreement ("EULA") is a legal agreement between you and ScaleOut Software, Inc. ("ScaleOut") for access and use of ScaleOut's software products, including ScaleOut StateServer(R), ScaleOut SessionServer(TM), ScaleOut GeoServer(R), Remote Client option, ScaleOut ComputeServer(TM), ScaleOut hServer(R), ScaleOut Management Pack(TM), and other software products of ScaleOut licensed by you via the AWS Marketplace, operated by Amazon Web Services LLC, which includes computer software and its on-line documentation, and all updates, enhancements, hot fixes or other releases provided to you by ScaleOut (together, the "Software") and any support related to the Software provided by ScaleOut.
By accessing and using the Software, you agree to be bound by the terms of this EULA. If you do not agree with this EULA, you are not authorized to access or use the Software, and you should exit the AWS Marketplace page for licensing this Software.
1. GRANT AND TERM OF LICENSE.
1.1 License. Subject to your compliance with the terms of this EULA, and provided you make payment of the hourly charges listed on the AWS Marketplace page for the Software, ScaleOut grants to you a non-exclusive and non-transferable right to access and use the Software solely for your lawful use.
1.3 No Transfer; Term. The right to access and use the Software is not transferable. The license granted in this EULA shall continue for the period of time for which you have paid the hourly fee in the AWS Marketplace, and it will terminate automatically if you fail to comply with any provision of this EULA. The provisions of Sections 3, 5, 8 and 9 shall survive termination of the license.
The Software is owned by ScaleOut or its licensors and is protected by United States copyright laws and international treaty provisions. Therefore, you must treat the Software like any other copyrighted material (e.g. a book or musical recording. Solely with respect to electronic documents included with the Software, you may make an unlimited number of copies (either in hard copy or electronic form), provided that such copies include all copyright and trademark notices and are used only for internal purposes and are not republished or distributed to any third party. You may not use the Software for purposes other than as authorized in this EULA or knowingly permit anyone else to do so.
3. OTHER CONDITIONS.
The Software is confidential information of ScaleOut or its licensors and shall not be disclosed by you to any third party. You may not modify, translate, reverse engineer, decompile, disassemble or create derivative works based on the Software. All applicable rights to patents, copyrights, trademarks and trade secrets in the Software or any modifications to it shall be and remain the property of ScaleOut or its licensors. You may not redistribute any portion of the Software. You may not rent or lease the Software. ScaleOut reserves all rights not expressly granted to you.
4. ACCESS OBLIGATIONS; DATA.
You are responsible for obtaining and maintaining at your own expense all telephone or other communications links, computer hardware and other equipment or facilities needed for access to and use of the Software. ScaleOut does not have access to, or collect, use or disclose, any of your data, and you are solely responsible for protection of your data.
5. NO WARRANTIES, INDEMNITIES OR LIABILITIES.
THE SOFTWARE AND SUPPORT IS PROVIDED TO YOU "AS-IS" AND WITHOUT WARRANTY OR INDEMNITY OF ANY KIND, EXPRESS, IMPLIED OR OTHERWISE, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR WARRANTY OF ACCURACY OR COMPLETENESS OF ANY RESPONSES OR RESULTS. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SOFTWARE IS WITH YOU AND SHOULD EITHER PROVE DEFECTIVE, YOU (AND NOT SCALEOUT, ITS AFFILIATES, AGENTS, OTHER LICENSEES AND LICENSORS) ASSUME THE ENTIRE COSTS OF SERVICING, REPAIR OR CORRECTION OF SUCH DEFECTS. IN NO EVENT SHALL SCALEOUT BE LIABLE TO YOU OR ANYONE ELSE FOR ANY DIRECT, SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION, FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR THE CLAIMS OF THIRD PARTIES, WHETHER OR NOT SCALEOUT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, HOWEVER CAUSED, AND ON ANY THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE POSSESSION, USE OR PERFORMANCE OF THIS SOFTWARE OR ANY SUPPORT.
ScaleOut is willing to license the Software to you only in consideration of and in reliance upon the provisions of this EULA limiting the exposure of ScaleOut to liability. Such provisions constitute an essential part of the bargain underlying this EULA and have been reflected in the License Fee and in other consideration specified in this EULA. During and after the Term, you will not assert, nor will you authorize, assist, or encourage any third party to assert, against ScaleOut or any of our affiliates, customers, vendors, business partners, or licensors, any patent infringement or other intellectual property infringement claim regarding any Software you have used.
7. U.S. GOVERNMENT RIGHTS.
If you are acquiring the Software on behalf of any part of the United States Government, the Software is provided with RESTRICTED RIGHTS. Use, duplication or disclosure by the Government is subject to restrictions as set forth in subparagraphs (c)(1) and (2) of the Commercial Computer Software - Restricted Rights clause at 48 CFR 52.227-19.
You agree to use all reasonable efforts to ensure that persons employed by you or under your direction and control abide by the terms and conditions of this EULA.
This EULA is governed by the laws of the State of Washington. This EULA is the entire agreement between ScaleOut and you and supersedes any other communications or advertising with respect to the Software or support, including without limitation any terms and conditions on any purchase order, all of which are expressly rejected. If any provision of this EULA is held unenforceable, that provision shall be enforced to the maximum extent permissible so as to give effect to the intent of the parties, and the remainder of this EULA shall continue in full force and effect. The headings used in this EULA are for convenience only, and shall not be given any legal import. Any item or service furnished by ScaleOut or its or their respective affiliates, agents, licensees and licensors in furtherance of this EULA, although not specifically identified in it, shall nevertheless be covered by this EULA unless specifically covered by some other written or electronic agreement accepted by you and an authorized representative of ScaleOut. You agree to comply with all U.S., foreign and local laws and regulations which apply to your use of the Software including without limitation, export control laws and regulations. ScaleOut has the right to assign, either directly or as a result of a change of control or by operation of law or otherwise, its rights and obligations under this EULA. "Third Party Software" includes without limitation software developed by you and software developed by any person or company other than ScaleOut, and shall be deemed part of the Software. Your use of any Third Party Software shall be subject to the separate third party license agreements or other terms that accompany such Third Party Software.
All correspondence regarding this EULA shall be directed to ScaleOut by U.S. Mail to the following address: ScaleOut Software, Inc., 12725 SW Millikan Way, Suite 270, Beaverton, OR 97005, U.S.A.
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