Software License and Related Services Agreement Version:0.4
This Software License and Related Services Agreement (the “Agreement”) between Kognitio Limited, whose registered office is at 3a Waterside Park, Cookham Road, Bracknell, Berks, RG121RB (“Licensor”) and the user of the Product (“Licensee”)
BY USING THE SOFTWARE, YOU ACCEPT THESE TERMS. IF YOU DO NOT ACCEPT THEM, DO NOT USE THE SOFTWARE.
1.1. “Affiliate” means each of the Licensee’s subsidiary companies, its holding company, each subsidiary company of its holding company (“subsidiary company” and “holding company” being as defined in sections 736 and 736A of the Companies Act 1985);
1.2. “Agreement” means this document.
1.3. “Certified Operating Environment” or “COE” means all pertinent hardware, operating system software and other software on which the Product is certified by Licensor to operate.
1.4. “Documentation” means the manual(s) and other documents associated with Product available from Licensor.
1.5. “Effective Date” means the date the Product(s) is electronically downloaded.
1.6. “Free-To-Use” or “FTU” means the Product is free to license.
1.7. “License” means the license to use Products granted to the Licensee by Licensor hereunder.
1.8. “Non-Production” means execution of the Product excluding Production use purposes including development, testing and demonstration.
1.9. “Parties” means the Licensor and Licensee or in the singular either the Licensor or Licensee, as the context demands.
1.10. “Product” means the Licensor’s proprietary software programs, known as Kognitio Software, supplied to Licensee in object code and shall include any replacements, modifications or additions supplied under the License.
1.11. “Production” means execution of the Product for the purposes of running day to day business operations.
1.12. “Use” means storing, installing, loading, executing or displaying Product on a computer, processor or controller or making a copy of the Product for archiving or back-up purposes.
2.1. Free-to-Use Product. The Free-to-Use Product is only available to the Licensee if the Licensee or any of its Affiliates does not have a current software license or services agreement in place with the Licensor or any one of its resellers. Any organisations with current agreements are advised to contact the Licensor or their nominated reseller.
2.2. Subject to clause 2.1, the Free-to-Use Product is only available for use when running on a Hadoop cluster inside a YARN container and HDFS is being used for internal data storage.
2.3 Downloading the Free-To-Use Product. The Free-To-Use Product is accessible from the Licensor’s website for electronic download. Downloading the Free-To-Use Product does not automatically grant a valid License to use the Product. Risk of loss passes at the time of such electronic delivery. Licensee agrees not to request any physical delivery of Products and should it occur, any such delivery shall be rejected by Licensor.
2.4. Changes to the Free-To-Use License. The Licensor may chose not to provide further versions of the Product at any time, at its sole discretion.
2.5. Product Support & Maintenance. Product Support and Maintenance is optional and the Licensor has no obligation to provide Product Support and Maintenance unless purchased. There are various levels of Product Support and Maintenance, details of which can be found on the Licensors website. Note that if the Licensee requires Support and Maintenance and has multiple Production systems then Product Support and Maintenance is required for all such systems.
3.1. Subject to the Licensee meeting the conditions to use the Free-To-Use Product as defined in clause 2, Licensee is granted a perpetual, non-exclusive, non-transferable license to use the Product, subject to the terms and conditions of this Agreement.
3.2. The Licensee may make copies of the Product(s). All copyright, trademark and related proprietary notices incorporated in or fixed to the Product shall be duplicated by Licensee on all copies or extracts of the Product.
3.4. All intellectual property rights and title to the Product shall remain with Licensor and no interest or ownership therein is conveyed to Licensee under this Agreement.
3.5. Except to the extent permitted by the law, Licensee will not disassemble or decompile the Product without the Licensor’s written consent. Where Licensee has rights under statute, Licensee will provide Licensor with reasonably detailed information regarding any intended disassembly or decompilation. The Licensor has the right to impose reasonable conditions, such as reasonable fees for doing so. Licensee will not decrypt the Product unless necessary for legitimate use of the Product.
3.6. Unless otherwise specified in this Agreement, Product may be used solely to meet Licensee’s own internal data processing requirements. Licensee may not lease, loan, resell or otherwise distribute the Product.
3.7. Product Territory. The License granted hereunder is valid in all territories (the “Territory”) except that Licensee acknowledges that the export of the Product may be subject to regulations and shall be solely responsible for complying with such regulations. Licensee represents and warrants that it shall not, directly or indirectly, export, re-export, tranship or use the Products or related technology or commit any act in violation of any applicable export control laws and regulations.
3.8. The Product may only be used in the COE specified.
3.9. Product Documentation is made available on-line. Copies of Documentation may be made by Licensee for internal use at no additional charge, subject to the Licensor copyright notice being reproduced on all copies
4.1. This Agreement and the License granted hereunder is perpetual and shall become effective as of the Effective Date. However, Licensor may immediately terminate this Agreement or any other services hereunder if the Licensee has used the Product otherwise than in accordance with the Agreement.
4.2. If a License for one or more Products is terminated for any reason, Licensee must immediately un-install and destroy all copies of such Product and certify to Licensor, in writing and within thirty (30) days of such termination, that such Products have been un-installed and destroyed.
4.3. This Clause shall survive the termination of this Agreement.
5.1. Licensee is responsible for:
5.1.1. The installation and testing of the Licensed Products as well as the combination of Licensed Products with each other unless otherwise specified in this Agreement
5.1.2. The management and operational use of the Licensed Products and the results obtained therefrom, including all audit controls, except if otherwise agreed between the Parties in writing and subject to a separate agreement.
5.1.3. Taking appropriate action to satisfy the following:
18.104.22.168 not copying or otherwise providing or otherwise making available for Use or otherwise the Products or any portion thereof to any persons other than the employees of the Licensee specifically engaged in the Use of the Products without the express written consent of Licensor: and
22.214.171.124 before disposing of any media, ensuring that any Licensed Products contained thereon have been erased or destroyed
6.1 Licensor warrants that it has the full power and authority to license the Products;
6.2 THE PRODUCT IS OTHERWISE PROVIDED “AS IS”, EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED BY STATUTE, COMMON LAW OR OTHERWISE (INCLUDING BUT NOT LIMITED TO SATISFACTORY QUALITY AND FITNESS FOR PURPOSE), ARE HEREBY EXCLUDED TO THE EXTENT PERMITTED BY LAW. NO WARRANTY IS MADE REGARDING THE RESULTS OF USAGE OF A PRODUCT OR THAT A PRODUCT’S FUNCTIONALITY WILL MEET LICENSEE’S REQUIREMENTS OR THAT THE PRODUCT WILL OPERATE UNINTERUPTED OR ERROR FREE. THIS CLAUSE SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT.
7.1 Licensor does not exclude or limit its liability to the Licensee for death or personal injury caused by any negligent act or omission or wilful misconduct of the Licensor or its employee.
7.2 In entering this Agreement, Licensee had recourse to its own skill and judgement and has not relied on any representations made by Licensor. Subject to this Clause 7:
7.2.1 In no event will Licensor or its suppliers be liable to Licensee for any indirect, special, incidental, consequential or punitive damages including without limitation, any loss of profits, loss of revenues or loss of inaccuracy of any data even if Licensor has been advised of the possibility of such damages;
7.2.2 Licensors liability to Licensee for actual damages for any cause whatsoever shall be limited, not to exceed £100.
8.1. Governing Law and Venue. This Agreement shall be governed by and construed in accordance with the laws of England and the parties submit to the exclusive jurisdiction of the English Courts.
8.3. Interpretation. In this agreement:
8.3.1.Reference to any statue or statutory provision includes a reference to that statute or statutory provision as from time to time amended, extended or re-enacted:
8.3.2.Words importing the singular include the plural, words importing any gender include every gender and words importing persons include bodies corporate and unincorporate; and (in each case) vice versa:
8.3.3.Any reference to a Party to this Agreement includes a reference to his successors in title and permitted assigns; and
8.3.4.The headings to the clauses are for ease of reference only and shall not affect the interpretation or construction of this Agreement.
8.4. Confidential information. The Product is the Confidential information of the Licensor and the Licensee agrees not to disclose the Product or the results of any performance or functional evaluation or test of the Product to any third party without the prior written approval of the Licensor.
8.5. Severability. If the whole or any part of any provision of this Agreement is declared unlawful, void or unenforceable, then that provision or part provision shall be severed from this Agreement and will not affect the validity and enforceability of any of the remaining provisions
8.6. Power and Authority. The Licensee warrants it has full power and authority to enter into this agreement and has taken all necessary actions and obtained all relevant consents, approvals or authorisations to enable it to effectively enter into and perform this Agreement.