License Agreement

eClarus Software End User License Agreement

READ THIS SOFTWARE LICENSE AGREEMENT CAREFULLY. BY DOWNLOADING, INSTALLING OR USING THE SOFTWARE YOU ACCEPT AND AGREE TO THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, DO NOT DOWNLOAD, INSTALL OR USE THE SOFTWARE.

This Software End User License Agreement ("EULA") defines terms and conditions under which eClarus Software, LLC, with its principal place of business located at 19526 NE 129th Way, Woodinville, Washington 98077, USA ("eClarus"), will provide to Licensee a copy of eClarus's software product known as eClarus Business Process ModelerTM ("Software"). "Licensee" means YOU, or the organization (if any) on whose behalf YOU are accepting this EULA.

  1. Grant of License: eClarus grants to Licensee nonexclusive rights to:
    1. Install and use one copy of the Software on a single primary computer;
    2. Make a backup copy, or copies, to be used only for Software recovery;
    3. Make a single Software copy for Licensee's exclusive use on a portable or home computer;
    4. Use the Software for third party training or to enable delivery of services to third parties, providing the Software is only transferred to a third party under the following Assignment terms. Generated files and software artifacts such as BPMN diagrams and BPEL code may be freely transferred.

    2. If you need to install Software on a network server, a multi-user license, or concurrent usage licensing, contact eClarus for a separate license agreement.

  2. Assignment: Licensee may only assign all rights and obligations under this EULA to another party if Licensee:
    1. Supplies to the transferee a copy of this EULA, with the Software;
    2. Notifies eClarus of the transfer and identity of the transferee;
    3. Ceases all use of the Software and destroys all copies of the Software in Licensee's possession.

  3. General Restrictions: These rights are subject to the following restrictions:
    1. Licensee agrees that the Software is for its own use, and that it shall not re-license, rent or lease the Software, and shall not sell or transfer any copies of the Software except via complete Assignment described above;
    2. Licensee agrees not to cause or permit the disassembly, reverse compilation, or reverse engineering of the Software, except as otherwise specified by law;
    3. Licensee agrees to make every reasonable effort to prevent others from making or obtaining copies of the Software;
    4. Licensee acknowledges eClarus's copyright in the Software, and Licensee does not acquire any rights in the Software, express or implied, other than those specified in this Agreement.

  4. Additional Terms of Use:
    1. EVALUATION LICENCE: Subject to the terms of this agreement, Licensee is hereby authorized to use the Software for evaluation purposes without charge for a period of 30 days, enabled by a temporary software 'key'. Upon expiration of the 30 days, the Software must be removed from the computer. Except for the Community Version, use of eClarus Business Process Modeler after the 30-day evaluation period, without express permission from eClarus, is in violation of U.S. and international copyright laws and this license agreement. eClarus may extend the evaluation period on request and at their sole discretion, by providing an additional temporary software 'key'. If Licensee chooses to use this software after the 30 day evaluation period, a license must be purchased. Upon payment of the license fee, you will receive a permanent software 'key'.
    2. COMMUNITY VERSION: No purchase is required to use the Community Version of the Software. All other provisions of this EULA apply to the Community Version.
    3. ACADEMIC LICENSE: If the Software purchased is an Academic Version, Licensee acknowledges that the license is limited to use in an educational context, either for self-education or use in a registered teaching institution. The Academic Version may not be used to produce commercial software products or be used in a commercial environment, without the express written permission of eClarus.
    4. US GOVERNMENT RESTRICTED RIGHTS: The software program and documentation are provided with RESTRICTED RIGHTS. Use, duplication, or disclosure by the Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of the Commercial Computer Software-Restricted Rights at 48 CFR 52.227-19, as applicable. The Contractor/Manufacturer is eClarus Software, LLC. 19526 NE 129th Way, Woodinville, WA 98077

  5. Termination:
    1. Licensee's right to use the Software may be terminated by eClarus, if any terms of this agreement are violated by Licensee.
    2. Upon termination of this Agreement, Licensee shall cease using and shall certify in writing that the Software and all copies have been destroyed within ten (10) calendar days of termination of the right to use the Software hereunder. eClarus's warranty disclaimers set forth in Sections 6 and 7, and Licensee's non-disclosure obligations set forth in Section 8, shall survive the termination of this Agreement.

  6. SPECIFIC WARRANTY AND LIABILITY DISCLAIMERS: LICENSEE UNDERSTANDS THAT ECLARUS PROVIDES THE SOFTWARE "AS IS" AND DOES NOT WARRANT THE SOFTWARE IN ANY WAY, INCLUDING BUT NOT LIMITED TO PERFORMANCE OR FEATURES OF THE SOFTWARE. ALL WARRANTIES REGARDING THE SOFTWARE, INCLUDING, WITHOUT LIMITATION, ALL WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, NON-INFRINGEMENT, OR ANY OTHER WARRANTY, WHETHER EXPRESS OR IMPLIED, ARE HEREBY DISCLAIMED BY ECLARUS.

    7. LICENSEE AGREES TO USE THE SOFTWARE WITH ALL DUE CAUTION, AND TO TAKE EVERY PRECAUTION TO ENSURE THE INTEGRITY OF DATA, HARDWARE, AND SOFTWARE IN THE SOFTWARE'S OPERATING ENVIRONMENT. LICENSEE FURTHER AGREES THAT ECLARUS SHALL NOT BE HELD LIABLE FOR ANY DAMAGES, INCLUDING BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OR DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA OR USE, INCURRED BY LICENSEE OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT OR TORT, EVEN IF ECLARUS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL ECLARUS's LIABILITY FOR DAMAGES HEREUNDER EXCEED THE AMOUNTS RECEIVED BY ECLARUS AS A RESULT OF THIS TRANSACTION. THESE WARRANTY DISCLAIMERS SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT.

  7. Eclipse Public License: Portions of the Software, identified in the About Screen, are distributed by eClarus Software as a COMMERCIAL DISTRIBUTOR, subject to the Eclipse Public License v 1.0. NO ECLIPSE CONTRIBUTOR SHALL HAVE ANY LIABILITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION LOST PROFITS), HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OR DISTRIBUTION OF THE PROGRAM OR THE EXERCISE OF ANY RIGHTS GRANTED HEREUNDER, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

  8. Trade Secrets and Confidentiality: In using the Software, Licensee recognizes that the Software includes information confidential and proprietary to and a trade secret owned and/or licensed by eClarus. Licensee hereby agrees not to disclose any confidential information relating to the Software (including, but not limited to, any authorization codes or license keys) to third parties without prior written permission from eClarus. Licensee shall treat as confidential all information regarding the Software designated by eClarus as eClarus's "Confidential Information". Licensee shall hold such Confidential Information in the strictest confidence and take all reasonable steps to protect such from any use, reproduction, publication, disclosure or distribution. Exclusions. The term "Confidential Information" does not include information which:
    1. is now, or hereafter becomes, through no act or failure to act on the part of the Licensee, generally known or available;
    2. is independently known by the Licensee at the time of receiving such information as evidenced by its written and dated records;
      3. is hereafter furnished to the Licensee by a third party, without a breach of this Agreement and without restriction on disclosure;
    3. can be proven to have been independently developed by the Licensee, as evidenced by contemporaneous written and dated records, without using any of the eClarus's Confidential Information or breaching this Agreement; or
    4. is the subject of a written permission to disclose provided by eClarus.

  9. Support and Updates:
    1. eClarus shall have no obligation under this agreement to support, or provide support services to Licensee relating to the Software. eClarus may, however, contract to make such services available to Licensee.
    2. eClarus may from time to time make available updates, enhancements and/or modifications to the Software and may, at its sole discretion, provide such updates to Licensee which will be identified by a change in the Software version number, but is under no obligation to do so. The provision by eClarus to Licensee of such updates, enhancements and/or modifications to the Software shall be subject to all covenants and conditions of this Agreement, including, but not limited to, the restrictions on Licensee's use of the Software and eClarus's disclaimer of warranties.

  10. Governing Law: This Agreement shall be governed by the laws of the State of Washington and the intellectual property laws of the United States of America. eClarus shall, however, have the right to seek relief in any court of competent jurisdiction in order to protect its proprietary rights in the Software. If any provision of this Agreement is invalid or unenforceable under applicable law, it shall not affect the validity or enforceability of the remainder of the terms of this Agreement. No party to this Agreement will bring a legal action under this Agreement more than two years after the cause of action arose. Each party waives its rights to a jury trial in any resulting litigation.

  11. Entire Agreement: Except where specifically stated otherwise herein, this Agreement constitutes the complete agreement between the parties and supersedes all prior or contemporaneous agreements or representations, written or oral, concerning the subject matter of this Agreement. This Agreement may not be modified or amended except in writing signed by a duly authorized representative of each party. No other act, document, usage or custom shall modify or amend this Agreement.

    12. End-User License Agreement v05-10-06