Netwrix Corporation Free License Agreement
END-USER LICENSE AGREEMENT ("Agreement")
THE SOFTWARE THAT IS THE SUBJECT OF THIS LICENSE IS COPYRIGHTED AND THE OWNER(S) OF THE COPYRIGHT RESERVE ALL RIGHTS TO SUCH SOFTWARE OTHER THAN AS EXPRESSLY PROVIDED BELOW. THE SOFTWARE CONSTITUTES THE PROPRIETARY INFORMATION OF NETWRIX AND ITS LICENSORS.
IMPORTANT - READ CAREFULLY: As used in this Agreement, "Netwrix" shall mean Netwrix Corporation. This License Agreement is a legal agreement between you (either an individual or a single entity) and Netwrix Corporation for the permitted use of the Netwrix proprietary software product, which may include associated software components, media, printed materials, and "online" or electronic documentation ("Software"). By installing, 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 or use the Software. If you are installing or using this Software on behalf of a company, you are representing that you have authority to download the Software, and to bind the company to these terms. If you download the Software as an upgrade to an existing software product from Netwrix, you agree that the terms of this Agreement will apply to such software product, as upgraded and that these shall be only terms and conditions in connection with the such Software.
This Software is being licensed on a non-exclusive, non-transferable basis for your internal use without charge as long as the use is consistent with this Agreement. You are NOT allowed to publish or distribute this Software (either for profit or not) whether as a stand-alone product, as part of a compilation or anthology, or as part of a derivative work without explicit prior written permission from Netwrix. You will not have any proprietary rights in and to the Software. You acknowledge and agree that Netwrix Corporation retains all copyrights and other proprietary rights in and to the Software. You are only granted a license for the machine-readable, object code portion of the Software, for internal use only. You may not make multiple copies of the Software. You must not modify, enhance, reverse engineer or otherwise alter the Software from its current state. By downloading and installing the Software, you agree that Netwrix can disclose the fact that you are a customer and the product that you are using.
Additionally, certain third party materials may be distributed with the Software. You are agreeing to the license terms applicable to any third party components, identified in the text files accompanying the Software, when you use the Software. Such third party license terms do not apply to the Software as a whole, and do not apply to the proprietary portions of the Software owned by Netwrix. Any such third party software is provided with the rights set forth in the applicable license terms, and is provided “AS IS” with no warranties. A copy of such terms is available from Netwrix prior to downloading the Software at the following URL: http://www.netwrix.com/eula_third_party.html
You agree that Netwrix can publicly advertise the fact that your company is a user of the Netwrix product that you are using. Advertising may include, without limitation, use of your company’s name and logo in connection with advertising via Internet, magazines, newspapers, TV, case studies, success stories, press releases, marketing materials, exhibits and other electronic and physical media.
By using the Software, you agree to these terms and the terms of the Disclaimer below:
THIS SOFTWARE AND ANY SUPPORT FROM NETWRIX ARE PROVIDED "AS IS" AND WITHOUT WARRANTY, EXPRESS OR IMPLIED. NETWRIX (ON BEHALF OF ITSELF AND ANY LICENSORS) SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ACCURACY AND NON-INFRINGMENT. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY NETWRIX OR ANY THIRD PARTY SHALL CREATE ANY WARRANTY.
In no event will Netwrix or its licensors be liable for any damages, including but not limited to any direct damages, lost profits, lost savings or any incidental or consequential damages, whether resulting from impaired or lost data, software or computer failure or any other cause, or for any other claim by you or for any third party claim.
You may not assign or transfer, by operation of law or otherwise, any of your rights under this Agreement (including, without limitation, your license with respect to the Service) to any third party without Netwrix's prior written consent. Any attempted assignment or transfer in violation of the foregoing will be void.
APPLICABLE LAWS; BREACH
This License shall be interpreted under the laws of the State of New Jersey. You shall comply with all applicable federal, state and local laws, regulations, and ordinances in connection with your activities pursuant to this Agreement. You agree that all controversies pertaining to the Software and/or this Agreement shall be brought in the courts of State of New Jersey. You hereby submit to the jurisdictions of such court. However, federal courts located in the state of New Jersey shall have jurisdiction over copyright claims brought by the Licensor and you hereby submit to the jurisdiction of federal court located in the State of New Jersey.
The Software is licensed, not sold. All rights not granted hereunder are reserved by Netwrix. You shall not remove any proprietary notices from the Software.
You acknowledge that any actual or threatened breach of this Agreement will constitute immediate, irreparable harm to Netwrix for which monetary damages would be an inadequate remedy, and that injunctive relief is an appropriate remedy for such breach. If any legal action is brought to enforce this Agreement, Netwrix will be entitled to receive its attorneys' fees, court costs, and other collection expenses, in addition to any other relief it may receive.
Netwrix reserves the right to change the Software, at any time, with or without notice, and with no liability to you. Netwrix reserves the right to discontinue the Software license upon not less than three (3) months notice to you; such notice may be delivered by email by Netwrix.
All waivers must be in writing. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. This Agreement may not be modified or amended except upon the written agreement of Netwrix.
THIS AGREEMENT CONSTITUTES THE ENTIRE AGREEMENT BETWEEN THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF AND SUPERSEDES ALL PRIOR AGREEMENTS BETWEEN THE PARTIES, WHETHER WRITTEN OR ORAL, RELATING TO THE SAME SUBJECT MATTER. PRIOR COURSE OF DEALINGS, USAGES OF THE TRADE, AND VERBAL AGREEMENTS NOT REDUCED TO WRITING AND SIGNED BY NETWRIX, TO THE EXTENT THAT THEY ALTER OR SUPPLEMENT THESE TERMS, SHALL NOT BE BINDING ON NETWRIX.
PERFORMANCE WILL NOT CONSTITUTE ACCEPTANCE BY NETWRIX OF CONTRARY OR SUPPLEMENTAL TERMS AND CONDITIONS. ANY PURCHASE ORDER OR OTHER DOCUMENT ISSUED BY LICENSEE IS FOR ADMINISTRATIVE CONVENIENCE ONLY AND SHALL NOT BE BINDING UPON NETWRIX.