ADDON NICE TECHNOLOGIES END-USER LICENSE AGREEMENT (EULA) FOR ADDON NICE SERVER

 

(Last Updated August 16, 2010)

IMPORTANT - PLEASE READ THIS END USER LICENSE AGREEMENT (THE “AGREEMENT” or “EULA”) CAREFULLY BEFORE ATTEMPTING TO DOWNLOAD OR USE ANY SOFTWARE, DOCUMENTATION, OR OTHER MATERIALS (“SOFTWARE PRODUCT”) MADE AVAILABLE THROUGH THIS WEB SITE (Addonnice.com).  THIS AGREEMENT CONSTITUTES A LEGALLY BINDING AGREEMENT BETWEEN YOU OR THE COMPANY WHICH YOU REPRESENT AND ARE AUTHORIZED TO BIND (the “Licensee” or “You”), AND ADDON NICE TECHNOLOGIES. ( “Addon Nice Techologies” or “Licensor”). 
PLEASE CHECK THE “I HAVE READ AND AGREE TO THE LICENSE AGREEMENT” BOX AT THE BOTTOM OF THIS AGREEMENT IF YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT.  BY CHECKING THE “I HAVE READ AND AGREE TO THE LICENSE AGREEMENT” BOX AND/OR BY PURCHASING, DOWNLOADING, INSTALLING OR OTHERWISE USING THE SOFTWARE MADE AVAILABLE BY ADDON NICE TECHNOLOGIES THROUGH THIS WEB SITE, YOU ACKNOWLEDGE (1) THAT YOU HAVE READ THIS AGREEMENT, (2) THAT YOU UNDERSTAND IT, (3) THAT YOU AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS, AND (4) TO THE EXTENT YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY, YOU HAVE THE POWER AND AUTHORITY TO BIND THAT COMPANY. 

 

1.         Software License

1.1       License Grant.  Subject to the terms of this Agreement, Addon Nice Technologies hereby grants to you, and you accept, a non-exclusive, non-transferable license to install, copy, use and modify the Software (as defined herein) only as authorized below.  Subject to the terms and conditions set forth in this Agreement, Addon Nice Technologies hereby grants to Licensee and Licensee hereby accepts, a limited, non-transferable, perpetual, royalty-free, not sublicenseable, non-exclusive license (the “License”) to use the Addon Nice Technologies computer software identified as Addon Nice Server and any extension, package, updates, upgrades, modifications and error corrections thereto provided to Licensee (the “Programs”) and any accompanying documentation (the “Documentation”, together with the Programs, collectively the “Software”) solely as specified in this Agreement.  You are granted either a Trial License pursuant to Section 1.5, a End User License pursuant to Section 1.6 or a End User License with Subscription and Priority Support pursuant to Section 1.7.  Which version of the License applies (i.e., Trial License, End User License or End User License with Subscription and Priority Support) is determined at the time of the License purchase.

1.2       Scope of Use. 

1.2.1     Types of Software. The SOFTWARE PRODUCT contains some or all of the following types of software: "Server Software" that provides services or functionality on a computer acting as a server (and, the computer running the Server Software shall be referred to as the "Server"); and "Client Software" that allows a computer, workstation, terminal, handheld PC, pager, telephone, "smart phone," or other electronic device (each of the foregoing a "Device") to access or utilize the services or functionality provided by the Server Software. Several copies of the Server Software, each of which is compatible with a different microprocessor architecture (such as the x86 architecture or various RISC architectures), may be provided.

1.2.2     Installation-Server Software. At any given time, you may install one copy of the Server Software for only one of those architectures on a single computer. Client Software. You may install the Client Software on any Device.

1.2.3     Use of the Server Software. You may use one copy of the Server Software on one Server. Each installed Addon Nice Server may be connected to several Microsoft CRM Servers. You must acquire a separate Client Access License for each Microsoft CRM Client license installed on each connected Microsoft CRM Server. This is known as using the Server Software in "Per CRM License Mode." However, you may elect to use the Server Software in "Per Server Mode" as defined below. If you choose Per CRM Client Mode, your choice is permanent.

1.2.4.   Alternate Terms If You Elect to Use the Server Software In Per Server Mode. In Per Server Mode, the maximum number of Devices that may access or otherwise utilize the services or functionality of the Server Software at a given point in time is not limited.

1.2.5     Use of the Client Software. You may use the Client Software provided that you acquire Client Access Licenses as required in Paragraphs 1.2.3 and 1.2.4 above, and subject to any limitations set forth in Paragraph 2.

1.2.6     Not for Resale Software. If the SOFTWARE PRODUCT is labeled "Not for Resale" or "NFR," then, notwithstanding Section 1 of this EULA, your use of the SOFTWARE PRODUCT is limited to use for demonstration, test, or evaluation purposes and you may not resell, or otherwise transfer for value, the SOFTWARE PRODUCT.

1.2.7     Academic Edition Software. If the SOFTWARE PRODUCT is identified as "Academic Edition" or "AE," you must be a "Qualified Educational User" to use the SOFTWARE PRODUCT. If you are not a Qualified Educational User, you have no rights under this EULA. To determine whether you are a Qualified Educational User, please contact Addon Nice Technologies.

1.2.8     Installation on a Single Server. The SOFTWARE PRODUCT is licensed as a single product. The Server Software components may not be separated for use on more than one Server, unless otherwise provided herein.  

1.2.9     No "Multiplexing" or "Pooling." Use of software or hardware that reduces the number of Devices directly accessing or utilizing the Server Software (sometimes called "multiplexing" or "pooling" software or hardware) does not reduce the number of Client Access Licenses required; the required number of Client Access Licenses would equal the number of distinct inputs to the multiplexing or pooling software or hardware "front end."

1.2.10   Additional Software. Any software provided to you by Addon Nice technologies which updates or supplements the original SOFTWARE PRODUCT is part of the SOFTWARE PRODUCT and is governed by this EULA, unless other terms of use are provided with such updates or supplements. Any software provided to you along with the SOFTWARE PRODUCT that is associated with a separate end-user license agreement is licensed to you under the terms of that license agreement, except if this EULA specifically sets forth the terms of use for such software then the terms set forth in this EULA shall apply.

1.3       Redistribution Rights. Subject to the terms of this Agreement, You are not granted a license to redistribute the Software. 

1.4       Sublicensing.  Subject to the terms of this Agreement, You are not allowed to, and are expressly prohibited from, granting Your Authorized End-Users any right to further sublicense the Software. 

1.5       Trial License

1.5.1     License Grant.  If you download the free Trial License, then, subject to the terms and conditions set forth in this agreement, Licensor hereby grants to Licensee and Licensee hereby accepts a license for evaluation purposes only.  You are authorized to install, copy, and use the Software for the sole purpose of testing its functionality.  You are not allowed to integrate it in end products or use it for any commercial or productive purpose.

1.5.2     Support. As part of your Trial License you are not eligible to any Support Package.

1.5.3     Updates. You are not eligible to receive any updates for the Software.

1.6       End User License.

1.6.1     License Grant.  If You purchase a End User License, then, subject to the terms and conditions set forth in this Agreement, Licensor hereby grants to Licensee and Licensee hereby accepts, a limited, non-transferable, perpetual, royalty-free, non-sublicenseable, non-exclusive license to install, use the Software. 

1.6.2     Support.  As part of your End User License you are entitled to the “Standard” Support Package.

1.6.3     Updates.  You are eligible to receive all Minor Updates (i.e., service pack updates and other minor revisions to the Software) for the Software version You purchased.  You are not eligible to receive Major Updates (i.e., major revisions to or new versions of the Software) for the Software version you purchased.  Software updates replace and/or supplement (and may disable) the version of the Software that formed the basis for your eligibility for the update.  You may use the resulting updated Software only in accordance with the terms of this License.

1.7       End User License with Subscription and Priority Support.  If You purchase a End User License with Subscription and Priority Support, then, subject to the terms and conditions set forth in this Agreement, Licensor hereby grants to Licensee and Licensee hereby accepts, a limited, non-transferable, perpetual, royalty-free, sublicenseable (solely as set forth in Section 1.4 Sublicensing), non-exclusive license to install, use, include with Integrated Products and redistribute the Software in executable, object code form only.   In addition, you will receive a six (6) months update subscription that will provide you with Minor and Major Updates for the Software as well as access to certain source code for the Software, as well as the Priority Support Package, each as described in further detail below.

1.7.1     Priority Support Package.  As part of your End User License with Subscription and Priority Support, You are entitled to the “Priority” Support Package.

1.7.2     Update Subscription.  You are eligible to receive all Major Updates and Minor Updates for the version of the Software that you license hereunder and source code for the Software for a period of six (6) months from the date on which you purchase the License for the Software.  Updates replace and/or supplement (and may disable) the version of the Software that formed the basis for your eligibility for the Update.  You may use the resulting updated Software only in accordance with the terms of this License.

1.7.3     Source Code for the Software.  You acknowledge that the Software’s source code is confidential and contains valuable and proprietary trade secrets of Addon Nice Technologies.  You must ensure that all individuals employed by You agree to expend every effort to insure the confidentiality of Addon Nice Technologies’ source code.  You agree to assume full responsibility for such individuals’ use, or misuse, of such disclosed source code as if it was your use or misuse.  You may view, modify and use the Software’s source code only as authorized below:

1.7.3.1. The Software’s source code is provided to You and Your Licensed Users for the sole purposes of education and enabling You to understand, at a source code level, why the Software operates as it does.  You may not use the Software’s source code as a basis of development of derivative works of the Software or other software products (other than as a basis for creating object code versions of the Software for inclusion as a component in Integrated Products).

1.7.3.2. Under no circumstances may any portion of the Software’s source code or any modified version of the source code be distributed, disclosed or otherwise made available to any third party.

1.7.3.3. Addon Nice Technologies DOES NOT provide technical support for any source code that has been modified by any party other than Addon Nice Technologies.

1.7.3.4. The Software’s source code is provided “as is”, without warranty of any kind.  Refunds are not available for any licenses that include a right to receive source code (including a End User License with Subscription and Priority Support).

1.7.3.5. Pursuant to Section 1.7.3.1, you are not permitted under this Agreement to modify the source code for the Software.  However, if you disregard this prohibition and develop any troubleshooting-related modifications of the Software independently, or if you contact Addon Nice Technologies for assistance with the Software and modify the source code for the Software jointly with Addon Nice Technologies, such modifications and all rights associated therewith will be the exclusive property of Addon Nice Technologies, and you agree to and hereby do assign all right, title and interest in and to such modifications to Addon Nice Technologies.

2.         License Limitations

2.1       At no time may the Software be used by other individuals than the Licensed User(s). 

2.2       The Software may not be distributed for use with Integrated. 

2.3       The Software may not be distributed as part of Integrated Products that are derivative works of the Software or that have the same or substantially the same primary functionality as the Software. 

2.4       You are not allowed to resell, transfer, rent, lease, or sublicense the Software and your associated rights.  Under no circumstances shall you grant further redistribution rights to Authorized End-Users or redistribute any source code of the Software to any third party.

2.5       You may not use the Addon Nice Technologies product names, logos or trademarks to market Your Products without an explicit authorization from Addon Nice Technologies. 

2.6       You are not allowed to disassemble, decompile or “unlock”, decode or otherwise reverse translate or engineer, or attempt in any manner to reconstruct or discover any source code or underlying algorithms of Software that is provided to you in object code form only.

2.7       You are not allowed to use, copy, modify, or distribute copies of the Software and any accompanying documents except as expressly permitted in this Agreement.

3.         Delivery

Addon Nice Technologies shall deliver to Licensee a master copy of the Software licensed hereunder in electronic files only.  Documentation shall also be provided in electronic format.

4.         Term and Termination

4.1       Term and Termination.  This Agreement and the License granted hereunder shall last as long as you use the Software in compliance with this Agreement.  Addon Nice Technologies may terminate this Agreement and the License granted hereunder if you fail to comply with any of the terms and conditions of this Agreement.  Upon termination of this Agreement for any reason the License granted to you hereunder shall terminate automatically and You shall immediately cease use and distribution of the Software; provided, however, that any sublicenses granted to Your Authorized End-Users in accordance with Section 1.4 shall survive such termination.  You must also destroy (i) all copies of the Software not integrated into a live, functioning instance(s) of your Integrated Product(s) already installed, implemented and deployed for your Authorized End-User(s), and (ii) any product and company logos provided by Addon Nice Technologies in connection with this Agreement.

4.2       Additional Termination Rights of Addon Nice Technologies.  Unless otherwise prohibited by law and without prejudice to Addon Nice Technologies’ other rights or remedies, Addon Nice Technologies shall have the right to terminate this Agreement and the License granted hereunder immediately in the event that any of the below occurs:

4.2.1     If You materially breach any of the material terms of this Agreement, and You fail to cure such material breach within thirty (30) days of receipt of notice from Addon Nice Technologies of such material breach;

4.2.2     If You breach any of the License restrictions set forth herein, or engage in, or participate with any third party in the unauthorized manufacture, duplication, reverse-engineering, distribution of any software of Addon Nice Technologies (including the Software), or engage in any activities prohibited by law; or

4.2.3     If You engage in the unauthorized use of any software of Addon Nice Technologies (including the Software) or infringe upon any intellectual property right of Addon Nice Technologies.

5.         Product Discontinuance

Addon Nice Technologies reserves the right to discontinue at any time any component of the Software, whether or not it is offered as a standalone product or solely as a component of the Software.  However, Addon Nice Technologies is obligated to provide support in accordance with the terms set forth in this Agreement for all such discontinued components for a period of 1 (one) year after the date of discontinuance. 

6.         Intellectual Property

All title and ownership rights in and to the Software (including but not limited to any images, photographs, animations, video, audio, music, text embedded in the Software), the intellectual property embodied in the Software, and any trademarks or service marks of Addon Nice Technologies that are used in connection with the Software are and shall at all time remain exclusively owned by Addon Nice Technologies and its licensors.  All title and intellectual property rights in and to the content that may be accessed through use of the Software is the property of the respective content owner and may be protected by applicable copyright or other intellectual property laws and treaties.  This Agreement grants you no rights to use such content.

7.         Limited Warranty

Addon Nice Technologies warrants solely that the Software will perform substantially in accordance with the accompanying written materials for a period of ninety (90) days after the date on which You purchase the License for the Software.  Addon Nice Technologies does not warrant the use of the Software will be uninterrupted or error free at all times and in all circumstances, nor that program errors will be corrected.  This limited warranty shall not apply to any error or failure resulting from (i) machine error, (ii) Licensee’s failure to follow operating instructions, (iii) negligence or accident, or (iv) modifications to the Software by any person or entity other than Addon Nice Technologies.  In the event of a breach of warranty, Licensee’s sole and exclusive remedy and Addon Nice Technologies’ sole and exclusive obligation, is repair of all or any portion of the Software.  If such remedy fails of its essential purpose, Licensee’s sole remedy and Addon Nice Technologies’ maximum liability shall be a refund of the paid purchase price for the defective Software only.  This limited warranty is only valid if Addon Nice Technologies receives written notice of breach of warranty no later than thirty (30) days after the warranty period expires.  EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION 7, ADDON NICE TECHNOLOGIES DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

8.         Limitation of Liability

To the maximum extent permitted by applicable law, in no event will Addon Nice Technologies be liable for any indirect, special, incidental, or consequential damages arising out of the use of or inability to use the Software, including, without limitation, damages for loss of goodwill, work stoppage, computer failure or malfunction, or any and all other commercial damages or losses, even if advised of the possibility thereof, and regardless of the legal or equitable theory (contract, tort or otherwise) upon which the claim is based.  In any case, Addon Nice Technologies’ entire liability under any provision of this agreement shall not exceed in the aggregate the sum of the license fees Licensee paid to Addon Nice Technologies for the Software giving rise to such damages, notwithstanding any failure of essential purpose of any limited remedy.  Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so this exclusion and limitation may not be applicable.  Addon Nice Technologies is not responsible for any liability arising out of content provided by Licensee or a third party that is accessed through the Software and/or any material linked through such content.  Any data included in the Software upon shipment from Addon Nice Technologies is for testing use only and Addon Nice Technologies hereby disclaims any and all liability arising therefrom.  The extent of Addon Nice Technologies’ liability for the limited warranty section shall be as set forth therein.

9.         Indemnity

You agree to indemnify, hold harmless, and defend Addon Nice Technologies and its resellers from and against any and all claims, lawsuits and proceedings (collectively “Claims”), and all expenses, costs (including attorney's fees), judgments, damages and other liabilities resulting from such Claims, that arise or result from the use or distribution of Your Integrated Product (to the extent such Claims are not attributable to the Software component of such Integrated Product). 

10.       Confidentiality

Except as otherwise provided herein, each party expressly undertakes to retain in confidence all information and know-how transmitted or disclosed to the other that the disclosing party has identified as being proprietary and/or confidential or that, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as proprietary and/or confidential, and expressly undertakes to make no use of such information and know-how except under the terms and during the existence of this Agreement.  However, neither party shall have an obligation to maintain the confidentiality of information that (i) it received rightfully from a third party without an obligation to maintain such information in confidence; (ii) the disclosing party has disclosed to a third party without any obligation to maintain such information in confidence; (iii) was known to the receiving party prior to its disclosure by the disclosing party; or (iv) is independently developed by the receiving party without use of the confidential information of the disclosing party.  Further, either party may disclose confidential information of the other party as required by governmental or judicial order, provided such party gives the other party prompt written notice prior to such disclosure and complies with any protective order (or equivalent) imposed on such disclosure.  Without limiting the foregoing, Licensee shall treat any source code for the Software as confidential information and shall not disclose, disseminate, or distribute such materials to any third party without Addon Nice Technologies’ prior written permission.  Each party’s obligations under this Section 10 shall apply at all times during the term of this Agreement and for two (2) years following termination of this Agreement.

11.       Governing Law

This License will be governed by the law of the France, without regard to the conflict of laws principles thereof.  The Uniform Computer Information Transactions Act and the United Nations Convention on the International Sale of Goods shall not apply to this Agreement.  If any provision of this Agreement is to be held unenforceable, such holding will not affect the validity of the other provisions hereof.  Failure of a party to enforce any provision of this Agreement shall not constitute or be construed as a waiver of such provision or of the right to enforce such provision.

12.       Entire Agreement

This Agreement shall constitute the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous communications regarding the subject matter hereof. 

13.       No Assignment

You may not assign, sublicense, sub-contract, or otherwise transfer this Agreement, or any rights or obligations under it, without Addon Nice Technologies’ prior written consent.

14.       Survival

Sections 1.7.3, 2.5, 2.6, 2.7, 6, 7, 8, 9, 10, 11, 12, 13, 14, and 15 shall survive the expiration or termination of this Agreement.

15.       Severability

If a particular provision of this Agreement is terminated or held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, this Agreement shall remain in full force and effect as to the remaining provisions.

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, THAT YOU UNDERSTAND THIS AGREEMENT, AND UNDERSTAND THAT BY CONTINUING THE INSTALLATION OF THE SOFTWARE PRODUCT, BY LOADING OR RUNNING THE SOFTWARE PRODUCT, OR BY PLACING OR COPYING THE SOFTWARE ONTO YOUR COMPUTER HARD DRIVE, YOU AGREE TO BE BOUND BY THIS AGREEMENT’S TERMS AND CONDITIONS.  YOU FURTHER AGREE THAT, EXCEPT FOR WRITTEN SEPARATE AGREEMENTS BETWEEN ADDON NICE TECHNOLOGIES AND YOU, THIS AGREEMENT IS A COMPLETE AND EXCLUSIVE STATEMENT OF THE RIGHTS AND LIABILITIES OF THE PARTIES.