Cenqua > Crucible > Crucible License Agreement

Crucible License Agreement

1. Licenses and Software

Cenqua Pty Ltd, an Australian Proprietary Limited Company (“CENQUA”) hereby grants to the purchaser (the “LICENSEE”) a limited, revocable, worldwide, non-exclusive, nontransferable, non-sublicensable license to use the Crucible & FishEye software (the “Software”), including any upgrades thereof during the Maintenance Period (hereinafter defined). The licensee shall not, or knowingly allow others to, reverse engineer, decompile, disassemble, modify, adapt, create derivative works from or otherwise attempt to derive source code from the Software provided. And, in accordance with the terms and conditions of this Software License Agreement (the “Agreement”), the Software shall be used solely on the licensed machine(s).

2. License Fee

In exchange for the License(s), the Licensee shall pay to CENQUA a one-time, up front, non-refundable license fee. At the sole discretion of CENQUA this fee will be waived for non-commercial projects. Notwithstanding the Licensee’s payment of the License Fee, CENQUA reserves the right to terminate the License if CENQUA discovers that the Licensee and/or the Licensee’s use of the Software is in breach of this Agreement.

3. Proprietary Rights

CENQUA will retain all right, title and interest in and to the Software, all copies thereof, and CENQUA website(s), software, and other intellectual property, including, but not limited to, ownership of all copyrights, look and feel, trademark rights, design rights, trade secret rights and any and all other intellectual property and other proprietary rights therein. The Licensee will not directly or indirectly obtain or attempt to obtain at any time, any right, title or interest by registration or otherwise in or to the trademarks, service marks, copyrights, trade names, symbols, logos or designations or other intellectual property rights owned or used by CENQUA. All technical manuals or other information provided by CENQUA to the Licensee shall be the sole property of CENQUA.

The Software contains material known as the ‘Infinity Database Engine’ which is Copyright© 1999, 2000, 2001, 2002, 2003, 2004 Roger L. Deran, All Rights Reserved. The Infinity Database™ Engine incorporates technology covered by U.S. Patents 5,010,478 and 5,283,894. The Infinity Database Engine may not be extracted from or otherwise used separately from the Software. See http://infinitydb.com.

4. Termination

Subject to the other provisions hereof, this Agreement shall commence upon the Licensee’s opting into this Agreement and continue until the Licensee discontinues use of the Software or the Agreement terminates automatically upon the Licensee’s breach of any term or condition of this Agreement. Upon any such termination, the Licensee will delete the Software immediately.

5. Maintenance Period

The Maintenance Period commences on the day the license is issued and continues for twelve months thereafter unless otherwise stated in writing by CENQUA. The Maintenance period can be extended for an additional fee.

6. Copying & Transfer

The Licensee may copy the Software for back-up purposes only. The Licensee may not assign or otherwise transfer the Software to any third party.

7. Specific Disclaimer of Warranty and Limitation of Liability

THE SOFTWARE IS PROVIDED WITHOUT WARRANTY OF ANY KIND. CENQUA DISCLAIMS ALL WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. CENQUA WILL NOT BE LIABLE FOR ANY DAMAGES ASSOCIATED WITH THE SOFTWARE, INCLUDING, WITHOUT LIMITATION, ORDINARY, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO DAMAGES RELATING TO LOST DATA OR LOST PROFITS, EVEN IF CENQUA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8. Warranties and Representations

Licensee Indemnification. CENQUA agrees to indemnify, defend and hold the Licensee harmless from and against any and all liabilities, damages, losses, claims, costs, and expenses (including reasonable legal fees) arising out of or resulting from the Software or the use thereof infringing upon, misappropriating or violating any patents, copyrights, trademarks, or trade secret rights or other proprietary rights of persons, firms or entities who are not parties to this Agreement.

CENQUA Indemnification. The Licensee warrants and represents that the Licensee’s actions with regard to the Software will be in compliance with all applicable laws; and the Licensee agrees to indemnify, defend, and hold CENQUA harmless from and against any and all liabilities, damages, losses, claims, costs, and expenses (including reasonable legal fees) arising out of or resulting from the Licensee’s failure to observe the use restrictions set forth herein.

9. Publicity

The Licensee grants permission for CENQUA to use Licensee’s name solely in customer lists. CENQUA shall not, without prior consent in writing, use the Licensee’s name, or that of its affiliates, in any form with the specific exception of customer lists. CENQUA agrees to remove Licensee’s name from any and all materials within 7 days if notified by the Licensee in writing.

10. Governing Law

This Agreement shall be governed by the laws of New South Wales, Australia.

11.Independent Contractors

The parties are independent contractors with respect to each other, and nothing in this Agreement shall be construed as creating an employer-employee relationship, a partnership, agency relationship or a joint venture between the parties.

12. Assignment

This Agreement is not assignable or transferable by the Licensee. CENQUA in its sole discretion may transfer a license to a third party at the written request of the Licensee.

13. Entire Agreement

This Agreement constitutes the entire agreement between the parties concerning the Licensee’s use of the Software. This Agreement supersedes any prior verbal understanding between the parties and any Licensee purchase order or other ordering document, regardless of whether such document is received by CENQUA before or after execution of this Agreement. This Agreement may be amended only in writing by CENQUA.