End-User Licence Agreement for Ketura Server Software

IMPORTANT - READ CAREFULLY: This Araxis End-User Licence Agreement (“EULA”) is a legal agreement between you (either an individual, a firm or a single entity) and Araxis Ltd (company number 110807C) a company incorporated in the Isle of Man (“Araxis”) for the Araxis software product identified above, which includes computer software and may include associated media, printed materials, and “online” or electronic documentation (“Server Software”). The Server Software also includes any updates and supplements to the original software product provided to you by Araxis. Any software provided along with the Server Software that is associated with a separate end-user licence agreement is licensed to you under the terms of that licence agreement. By installing, copying, downloading, accessing, or otherwise using the Server Software, you agree to be bound by the terms of this EULA. If you do not agree to the terms of this EULA, do not install or use the Server Software; you may, however, return it to your place of purchase together with proof of purchase for a full refund.

The Server Software is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The Server Software is licensed, not sold.

  1. GRANT OF LICENCE. This EULA grants you the following rights provided you comply with all terms and conditions in this EULA:
  • Use. You may install, use, access, display, run, or otherwise interact with (“Run”) one copy of the Server Software, or any prior version for the same operating system, on a single computer (“Server”). An Instance shall hereinafter mean one copy of the Server Software running on a single computer.
  • Backup Server. You may install the Server Software on a second Server (“Backup Server”) only for the purpose of testing and/or having a running copy of the Server Software available in the event of the primary Server failing.
  • Permitted Users. The number of Users permitted (“Permitted Users”) for an Instance shall be defined by the Licence File provided by Araxis for use with that Instance. A “User” shall mean each distinct human being who directly or indirectly accesses or otherwise uses the services of an Instance.
  • Evaluation Use. If provided by Araxis with a Licence File for evaluation purposes, you may use the Server Software as permitted by that Licence File solely to determine whether the Server Software meets your requirements. You must observe any time limitation, restriction on the number of permitted Users, or other limits defined in the Licence File provided to you by Araxis.
  • Reservation of Rights. All rights not expressly granted are reserved by Araxis.
  1. DESCRIPTION OF OTHER RIGHTS AND LIMITATIONS.
  • Benchmark Testing. You may not disclose the results of any benchmark test of the Server Software to any third party without the prior written approval of Araxis.
  • Multiplexing. Hardware or software that reduces the number of Users directly accessing or using the Server Software does not reduce the number of Permitted Users required.
  • No Rental/No Commercial Hosting. You may not rent, lease, lend, or provide commercial hosting services with the Server Software unless you have entered into a Commercial Hosting Service Agreement with Araxis.
  • Not for Resale Software. If the Server Software is labelled “Not For Resale” or “NFR” then, notwithstanding other sections of this EULA, your use of the Server Software is limited to use for demonstration, test, or evaluation purposes and you may not resell, or otherwise transfer for value, the Server Software.
  • Limitations on Reverse Engineering, Decompilation, and Disassembly. You may not reverse engineer, decompile, or disassemble the Server Software, except that you may decompile the Server Software only to the extent permissible by law where this is indispensable to obtain the information necessary to achieve the interoperability of an independently created program with the Server Software or with another program and such information is not readily available from Araxis or elsewhere.
  • Limitations on Use. Except as permitted by this EULA, you may not nor permit others to use, copy or transfer the Server Software; distribute, rent, loan, lease, sub-license or otherwise deal in the Server Software; alter, adapt, merge, modify or translate the Server error correction; remove, change or obscure any product identification or notices of proprietary rights and restrictions on or in the Server Software.
  • Separation of Components. The Server Software is licensed as a single product. Its component parts may not be separated for use on more than one Server.
  • Customization of Software. If you acquire from Araxis a licence to use an official Software Development Kit (“SDK”) for the Server Software, you may customize the Server Software in the manner described by the documentation accompanying the SDK. If you customize the Server Software, using the SDK or otherwise, you agree to adhere to any directives given in that documentation or in files provided with the Server Software and SDK concerning the preservation or display of Araxis legal notices and trademarks.
  • Trademarks. This EULA does not grant you any rights in connection with any trademarks or service marks of Araxis.
  • Support Services. Araxis may provide you with support services related to the Server Software (“Support Services”). Use of Support Services is governed by the Araxis policies and programs described in the user manual, in “online” documentation, and/or in other Araxis-provided materials. Any supplemental software code provided to you as part of the Support Services shall be considered part of the Server Software and subject to the terms and conditions of this EULA. With respect to technical information you provide to Araxis as part of the Support Services, Araxis may use such information for its business purposes, including for product support and development. Araxis will not utilize such technical information in a form that personally identifies you.
  • Software Transfer Within an Organization. You may move the Server Software to a different Server within your organization.
  • Software Transfer to Third Party. The initial licensee of the Server Software may make a one-time permanent transfer of this EULA and SOFTWARE PRODUCT only directly to an end user. This transfer must include all of the Server Software (including all component parts, the media and printed materials, any upgrades, this EULA, and, if applicable, the Certificate of Authenticity). Such transfer may not be by way of consignment or any other indirect transfer. The transferee of such one-time transfer must agree to comply with the terms of this EULA, including the obligation not to further transfer this EULA and SOFTWARE PRODUCT.
  • Termination. Your licence is effective upon your acceptance of this EULA and installing the Server Software. You may terminate it at any time by destroying the Server Software together with all copies. Araxis may terminate this EULA if you fail to comply with the terms of this EULA or if you become bankrupt, go into liquidation, suffer or make any winding up petition, make an arrangement with your creditors, have an administrator, administrative receiver or receiver appointment or suffer or file any similar action in consequence of debt. Upon termination, for any reason whatsoever, you must destroy all copies of the Server Software and all of its component parts in any form in your possession or under your control.
  1. UPGRADES. If the Server Software is labelled or sold as an upgrade, you must be properly licensed to use a product identified by Araxis as being eligible for the upgrade to use the Server Software. A Server Software labelled or sold as an upgrade replaces and/or supplements (and may disable) the product that formed the basis for your eligibility for the upgrade. You may use the resulting upgraded product only in accordance with the terms of this EULA. If the Server Software is an upgrade of a component of a package of software programs that you licensed as a single product, the Server Software may be used and transferred only as part of that single product package and may not be separated for use on more than one Server.

  2. COPYRIGHT. All title and copyrights in and to the Server Software (including but not limited to any images, photographs, animations, video, audio, music, text, and “applets” incorporated into the Server Software), the accompanying printed materials, and any copies of the Server Software are owned by Araxis or its suppliers. All title and intellectual property rights in and to the content that may be accessed through use of the Server Software is the property of the respective content owner and may be protected by applicable copyright or other intellectual property laws and treaties. This EULA grants you no rights to use such content. If this Server Software contains documentation that is provided only in electronic form, you may print copies of such electronic documentation. You may not copy the printed materials accompanying the Server Software.

  3. DUAL-MEDIA SOFTWARE. You may receive the Server Software in more than one medium. Regardless of the type or size of medium you receive, you may use only one medium that is appropriate for your single Server. You may not Run the other medium on another Server except the Backup Server. You may not loan, rent, lease, or otherwise transfer the other medium to another user, except as part of the permanent transfer (as provided above) of the Server Software.

  4. BACKUP COPY. After installation of one copy of the Server Software pursuant to this EULA, you may keep the original media on which the Server Software was provided by Araxis solely for backup or archival purposes. If the original media is required to use the Server Software on the Server, you may make one copy of the Server Software solely for backup or archival purposes. Except as expressly provided in this EULA, you may not otherwise make copies of the Server Software or the printed materials accompanying the Server Software.

  5. UPDATES. Araxis may, from time to time, revise or update the Server Software. In so doing, Araxis incurs no obligation to furnish such revisions or updates to you except that it may make available from time to time on its website product updates to which you might be entitled in accordance with the support policy described on the Araxis website.

  6. U.S. GOVERNMENT RESTRICTED RIGHTS. All Server Software provided to the U.S. Government pursuant to solicitations issued on or after December 1, 1995 is provided with the commercial rights and restrictions described elsewhere herein.

  7. DISCLAIMER OF DAMAGES. You assume responsibility for, among other things, (i) the selection of the Server Software to achieve your intended results, (ii) the acquisition of other software (including any programming or operating system software) and/or equipment compatible with the Server Software, and (iii) the installation, use and results obtained from the Server Software.

  8. LIMITED WARRANTY FOR SERVER SOFTWARE ACQUIRED IN THE U.S. AND CANADA. Araxis warrants that (a) the Server Software will perform substantially in accordance with the accompanying written materials for a period of ninety (90) days from the date of receipt, and (b) any Support Services provided by Araxis shall be substantially as described in applicable written materials provided to you by Araxis, and Araxis support engineers will make commercially reasonable efforts to solve any problem issues. Some states and jurisdictions do not allow limitations on duration of an implied warranty, so the above limitation may not apply to you. To the extent allowed by applicable law, implied warranties on the Server Software, if any, are limited to ninety (90) days.

  9. CUSTOMER REMEDIES. Araxis’ and its suppliers’ entire liability and your exclusive remedy shall be, at Araxis’ option, either (a) return of the price paid, if any, or (b) repair or replacement of the Server Software that does not meet Araxis’ Limited Warranty and which is returned to Araxis with a copy of your receipt. This Limited Warranty is void if failure of the Server Software has resulted from accident, abuse, or misapplication. Any replacement Server Software will be warranted for the remainder of the original warranty period or thirty (30) days, whichever is longer. Outside the United States, neither these remedies nor any product support services offered by Araxis are available without proof of purchase from an authorized international source.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ARAXIS AND ITS SUPPLIERS DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, WITH REGARD TO THE SERVER SOFTWARE, AND THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES. THIS LIMITED WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS. YOU MAY HAVE OTHERS, WHICH VARY FROM STATE/JURISDICTION TO STATE/JURISDICTION.

  1. LIMITATION OF LIABILITY. To the maximum extent permitted by applicable law, in no event shall Araxis or its suppliers be liable for any special, incidental, indirect, or consequential damages whatsoever (including, without limitation, damages for loss of business profits, business interruption, loss of business information, or any other pecuniary loss) arising out of the use of or inability to use the Server Software or the provision of or failure to provide Support Services, even if Araxis has been advised of the possibility of such damages. In any case, Araxis’ entire liability under any provision of this EULA shall be limited to the greater of the amount actually paid by you for the Server Software or US $5.00; provided, however, if you have entered into a Araxis Support Services Agreement, Araxis’ entire liability regarding Support Services shall be governed by the terms of that agreement. Because some states and jurisdictions do not allow the exclusion or limitation of liability, the above limitation may not apply to you.

  2. GENERAL. If any part of this EULA is held by a court or competent jurisdiction to be unenforceable the validity of the remainder of this EULA will not be affected. This EULA shall be governed by and construed in accordance with Manx law. Each party hereby irrevocably submits to the exclusive jurisdiction of the Manx Courts to resolve all controversies or claims of whatever nature arising out of or relating to this EULA.

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. YOU FURTHER AGREE THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN YOU AND ARAXIS WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATIONS BETWEEN YOU AND ARAXIS OR ARAXIS’ AGENT(S) RELATING TO THE SERVER SOFTWARE.