Software License Agreement
Copyright © 2020 Envobi Ltd.
This Software License Agreement ("AGREEMENT") is a legal agreement between you, either an individual or an entity, as the end user and Envobi Ltd ("ENVOBI"). This AGREEMENT applies to the ENVOBI software development product "actionETL" and related documentation ("SOFTWARE").
By installing, downloading, copying or otherwise using the SOFTWARE you agree to be bound by the terms of this AGREEMENT. If you do not agree to the terms of this AGREEMENT, do not install, download, copy or use the SOFTWARE.
The SOFTWARE is licensed, not sold. The SOFTWARE is protected by copyright and intellectual property laws and treatises. ENVOBI owns the title, copyright and other intellectual property rights in the SOFTWARE.
1 Grant of License
ENVOBI grants you a non-exclusive, non-transferable license to use the SOFTWARE.
You may create any number of works based upon or using the SOFTWARE ("DERIVED WORKS").
You may use the SOFTWARE solely in its original form, and MAY NOT change, alter or modify the SOFTWARE, translate, reverse assemble, reverse compile, disassemble, or in any way reverse engineer the SOFTWARE. Any new versions, bug fixes, enhancements, or updates to the SOFTWARE shall become part of the SOFTWARE and be governed by the terms of this AGREEMENT.
ENVOBI reserves all rights not expressly granted to you in this AGREEMENT.
2 License Type
Only one of sections 2.1 to 2.6 applies, as defined by the specific license type you have acquired (Community License, Trial License, or a paid license).
DEVELOP means an individual creates, modifies, builds, debugs and tests DERIVED WORKS.
DEVELOPER means one of your employees or third-party consultants authorized to DEVELOP DERIVED WORKS for you using the SOFTWARE.
EXECUTE means executing DERIVED WORKS for production, quality assurance, test, or other purposes that are not DEVELOP activities.
COMPUTER means the computer operating system on which you DEVELOP or EXECUTE DERIVED WORKS. If using an Execution Node license on a virtual machine, it's the virtual machine that is licensed, not the underlying physical computer.
2.1 Developer Account License
A Developer Account License allows a single named individual, using his or hers single named (domain or computer) account, to use the SOFTWARE to DEVELOP DERIVED WORKS.
This license can be used to DEVELOP on an unlimited number of COMPUTERS, but only on one COMPUTER at a time.
This license MAY NOT be used for non-development purposes, such as execution of DERIVED WORKS for any production or quality assurance use, or for any testing use (e.g. on a test server) where the Developer Account License is simultaneously used on a different COMPUTER.
2.2 Execution Node Account License
An Execution Node Account License allows a single named (domain or computer) account to execute DERIVED WORKS on a single named COMPUTER.
This license MAY NOT be used to DEVELOP DERIVED WORKS.
2.3 Execution Node License
An Execution Node License allows any (domain or computer) account to execute DERIVED WORKS on a single named COMPUTER.
This license MAY NOT be used to DEVELOP DERIVED WORKS.
2.4 Execution Account License
An Execution Account License allows a single named (domain or computer) account to execute DERIVED WORKS on any COMPUTER.
This license MAY NOT be used to DEVELOP DERIVED WORKS.
2.5 Thirty Day Trial License
For a period of 30 calendar days ("EVALUATION PERIOD"), starting from the date of first download or use of the SOFTWARE, you are licensed to DEVELOP and EXECUTE DERIVED WORKS for evaluation purposes only. Upon expiration of the EVALUATION PERIOD, the SOFTWARE must be uninstalled and all copies destroyed.
You may use the SOFTWARE on an unlimited number of COMPUTERS, including simultaneously on multiple COMPUTERS, using any (domain or computer) account.
You MAY NOT use the SOFTWARE to DEVELOP or EXECUTE DERIVED WORKS for any other purpose than evaluating the SOFTWARE. As one example, using the SOFTWARE for production work is NOT allowed.
ENVOBI may at its discretion add further limitations to this license.
2.6 Community License
A Community License allows a single named (domain or computer) account to use the SOFTWARE to DEVELOP DERIVED WORKS and to execute DERIVED WORKS on an unlimited number of COMPUTERS.
PROCESS means processing DERIVED WORKS for purposes that are not DEVELOP or EXECUTE purposes.
A computer that PROCESS but does not DEVELOP or EXECUTE DERIVED WORKS (e.g. a pure build server) does not require any SOFTWARE license, provided that the DEVELOP and EXECUTE activities of the DERIVED WORKS had valid licenses.
3 License Level
License types have one of three levels, Community, Standard, or Pro, where Pro is the most capable and Community is the least capable, as described by the SOFTWARE documentation. The capabilities of each level may change from time to time.
To use Standard or Pro specific features, the Developer license and the Execution license used must be either of the level of the specific features (i.e. Standard or Pro, respectively), or of a more capable level.
Trial licenses are Pro level unless otherwise specified.
4 Term of Agreement
The term of this AGREEMENT shall commence at the date you purchase, download, install or otherwise start using the SOFTWARE, and shall continue perpetually unless terminated according to section 5.
Without prejudice to any other rights, either party may terminate this AGREEMENT if the other party fails to comply with its terms and conditions. Upon termination, you agree to destroy all copies, modified or unmodified, of the SOFTWARE.
Unless by its nature a provision cannot survive this AGREEMENT, the provisions of this AGREEMENT shall survive the expiration or any termination of this AGREEMENT.
7 Assignment and Transfer
The SOFTWARE shall be used only by you for your sole and exclusive benefit.
You MAY NOT assign, sublicense, sub-contract, or otherwise transfer this AGREEMENT, or any rights or obligations under it, without prior written consent from ENVOBI.
You MAY NOT rent, lease, lend, sell, or distribute the SOFTWARE, or make the SOFTWARE available by time-sharing, subscription service, hosting, outsourcing, or other similar services to any third parties, without prior written permission from ENVOBI.
8 Support Subscription
Initial purchase of a SOFTWARE license includes a one-year SUPPORT SUBSCRIPTION (as defined in this section), which you may purchase renewals for annually.
Any supplemental SOFTWARE provided to you as part of the SUPPORT SUBSCRIPTION shall be considered as part of the SOFTWARE and subject to the terms and conditions of this AGREEMENT.
Each SOFTWARE release has a version number that generally follows NuGet with SemVer 2.0 standards, i.e. a "Major.Minor.Patch[-Prerelease]" version, e.g. "1.13.0" or "1.14.0-beta.1", where "Major" increments on breaking changes, "Minor" increments on backward compatible new features, and "Patch" increments on backward compatible bug fixes.
Each initial (non-pre-release) "Minor" release (i.e. version X.Y.0) defines the MINORVERSIONRELEASEDATE, a date that remains unchanged for new "Patch" releases until the "Minor" or "Major" version is incremented.
For SOFTWARE licenses with an active SUPPORT SUBSCRIPTION, you may use any available release, including new "Major" and "Minor" versions released after your license purchase.
Paid licenses are perpetual, and are valid indefinitely for any SOFTWARE release with a MINORVERSIONRELEASEDATE not greater than the end date of your last active SUPPORT SUBSCRIPTION for the license. This includes any "Patch" releases where the "Major" and "Minor" versions have not changed since the end date of your SUPPORT SUBSCRIPTION.
Community licenses are also perpetual and follow the same validity rules as the paid licenses, except that they don’t require any SUPPORT SUBSCRIPTION.
8.2 Support Services
For SOFTWARE licenses with an active SUPPORT SUBSCRIPTION, ENVOBI shall provide you with SUPPORT SERVICES related to the SOFTWARE. You MAY NOT use SUPPORT SERVICES without an active SUPPORT SUBSCRIPTION.
For paid licenses, only the DEVELOPER individuals have the right to use SUPPORT SERVICES.
Trial licenses include SUPPORT SERVICES during the EVALUATION PERIOD.
Any technical information you provide to ENVOBI as part of the SUPPORT SERVICES, ENVOBI may use solely for its business purposes, including for SOFTWARE support and development. ENVOBI will not utilize such technical information in a form that personally identifies you.
Use of SUPPORT SERVICES is further governed by ENVOBI policies described in the ENVOBI online documentation at www.envobi.com.
8.3 Unsupported Releases
ENVOBI may, at its own discretion, designate a subset of SOFTWARE releases as "out of support" and stop providing SUPPORT SERVICES on those particular releases.
9 Product Discontinuance
ENVOBI reserves the right to discontinue the SOFTWARE in whole or in part, at any time. ENVOBI is however obligated to provide support in accordance with the terms set forth in this AGREEMENT for any discontinued software for a period of 1 (one) year after the date of discontinuance.
10 Disclaimer of Warranties
To the maximum extent permitted by applicable law, the SOFTWARE is provided "as is" and any use of the SOFTWARE is at your own risk. ENVOBI disclaims all warranties of any kind, whether expressed or implied, including but not limited to the implied warranties of merchantability, fitness for a particular purpose, or non-infringement of third party rights.
11 Limitation of Liabilities and Remedies
To the maximum extent permitted by applicable law, in no event shall ENVOBI, or its principals, shareholders, officers, employees, affiliates, contractors, subsidiaries, or parent organizations be liable to you or any third party for any general, incidental, consequential, indirect, direct, special, or punitive damages, arising out of or in any way related to the use of or the inability to use the SOFTWARE. In no event shall ENVOBI's liability exceed the price paid to ENVOBI for the SOFTWARE.
CONFIDENTIAL INFORMATION is any data or information that is protected by proprietary rights, contain trade or business secrets, or is designated as being confidential, but excludes items that are publicly available, are disclosed to the other party without restriction by a third party, or are developed independently by the other party without reliance on the CONFIDENTIAL INFORMATION received under the AGREEMENT.
You and ENVOBI agree to at all times, both during and after the term of this AGREEMENT, retain in confidence any CONFIDENTIAL INFORMATION provided by the other party and shall only disclose CONFIDENTIAL INFORMATION to its employees, contractors and other authorized representatives having a need to know for the purposes of this AGREEMENT, except as required by regulation, law or court order.
13 Use of Data
No information is collected by the SOFTWARE.
You agree that ENVOBI may collect and use any technical information you provide to ENVOBI through the SUPPORT SERVICES, excluding any CONFIDENTIAL INFORMATION, solely for the purpose of improving the SOFTWARE or to provide customized services or technologies to you.
14 Publicity Rights
During the term of this AGREEMENT, you grant ENVOBI the right to include you as a customer with your logo in SOFTWARE promotional material. You can deny ENVOBI this right at any time by submitting a written request via email to ENVOBI and requesting to be excluded from SOFTWARE promotional material.
15 Governing Law
This AGREEMENT and all matters arising from it are governed by and construed in accordance with the laws of England and Wales whose courts shall have exclusive jurisdiction over all disputes arising in connection with this AGREEMENT.
16 Entire Agreement
This AGREEMENT represent the entire agreement between ENVOBI and you regarding the subject matter hereof and supersede any and all prior agreements between the parties, whether written or oral, regarding the subject matter hereof. This AGREEMENT may not be modified or amended except by the written acceptance of both parties.
If any term of this AGREEMENT shall be found invalid, the term shall be modified or omitted to the extent necessary, and the remainder of the AGREEMENT shall continue in full effect.
You acknowledge that you have read and understood this license, and agree to be bound by its terms and conditions.