End User License Agreement for ScaleArc iDB Enterprise for MySQL
END USER LICENSE AGREEMENT
THE SOFTWARE LICENSE TERMS CONTAINED HEREIN (THE "LICENSE TERMS") CONSTITUTE A LEGAL AND BINDING AGREEMENT BETWEEN YOU ("YOU" OR "CUSTOMER") AND SCALARC, INC. (DBA"SCALEARC" AND REFERRED TO HEREIN AS "SCALEARC" OR "COMPANY"). BY CLICKING THE "I ACCEPT" OR "I AGREE" BUTTON AND/OR INSTALLING AND USING SCALEARC SOFTWARE (THE "PRODUCTS"), YOU ACCEPT THE PRODUCTS AND AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. READ IT CAREFULLY BEFORE COMPLETING THE INSTALLATION PROCESS AND USING THE PRODUCTS. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, OR THE PERSON OR ENTITY INSTALLING AND/OR USING THE PRODUCTS DOES NOT HAVE AUTHORITY TO BIND CUSTOMER TO THE LICENSE TERMS, THEN DO NOT INSTALL AND/OR USE THE PRODUCTS.
1. Grant of License and Restrictions. Subject to the License Terms, Company grants Customer a nonsublicensable, nonexclusive right to use the Products strictly in accordance with the related user documentation and specification sheets (collectively the "Documentation") and any terms and procedures Company may prescribe from time to time. Company retains complete ownership of all Products and copies. Customer will maintain the copyright notice and any other notices that appear on the Product on any copies and any media. Customer 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, (ii) provide, lease, lend, use for timesharing or service bureau purposes or otherwise use or allow others to use the Products for the benefit of any third party, or (iii) use any Products, or allow the transfer, transmission, export, or re-export of any Products or portion thereof in violation of any export control laws or regulations administered by the U.S. Commerce Department, OFAC, or any other government agency. All the limitations and restrictions on the Products in these License Terms also apply to the Documentation.
2. Termination. This Agreement and all licenses hereunder may be terminated by Company at any time if Customer fails to comply with any term of this Agreement. Upon termination, Customer 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 Company in writing. Except as otherwise expressly provided herein, the terms of this Agreement shall survive termination. Termination is not an exclusive remedy and all other remedies will be available to Company whether or not termination occurs.
3. Limitation of Liability. ALL PRODUCTS ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT. FURTHER, COMPANY DOES NOT WARRANT RESULTS OF USE OR THAT THE PRODUCTS ARE BUG FREE OR THAT THEIR USE WILL BE UNINTERRUPTED. COMPANY FURTHER SHALL NOT BE RESPONSIBLE FOR ANY COST OF PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGY, SERVICES OR RIGHTS, FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES, FOR INTERRUPTION OF USE OR LOSS OR CORRUPTION OF DATA.
4. Miscellaneous. Neither this Agreement nor the licenses granted hereunder are assignable or transferable by Customer without the prior written consent of Company and any attempt to do so shall be void. 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 of this Agreement 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 Agreement shall otherwise remain in full force and effect and enforceable. This Agreement 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. This Agreement 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 of this Agreement. In any action to enforce this Agreement, Company will be entitled to recover its attorney's fees and costs in connection with such action.