LICENSE FOR BLUE SYNTAX CONSULTING, LLC (ENZO UNIFIED) PRODUCTS
ENZO DATA EXPLORER (ENZO EXPLORER), ENZO DATAZEN (DATAZEN), ENZO SERVER (ENZO) AND RELATED INTEGRATIONS (AS APPLICABLE)
IMPORTANT-READ CAREFULLY: This End-User License Agreement ("EULA") is a legal agreement between you (either an individual or a single entity) and Blue Syntax Consulting LLC dba Enzo Unified for the Blue Syntax Consulting software products identified above, which includes computer software and may include associated media, printed materials, and "online" or electronic documentation ("Product"). An amendment or addendum to this EULA may accompany the Product. YOU AGREE TO BE BOUND BY THE TERMS OF THIS EULA BY INSTALLING, COPYING, OR OTHERWISE USING THE PRODUCT. IF YOU DO NOT AGREE, DO NOT INSTALL OR USE THE PRODUCT, AND YOU MUST RETURN IT TO YOUR PLACE OF PURCHASE.
The Product may contain the following software:
* "Software" provides services or functionality on your server (your computers capable of running the Software are "Servers");
* "Adapter" provides specialized functionality on your server and used by the Software;
1. a. GRANT OF LICENSE. Blue Syntax Consulting grants you the following rights provided you comply with all terms and conditions of this EULA:
i. Installation -- Software. You may install and use one copy of the Software on a single Server. Each Software installation requires a unique License Key which is provided by your distributor. This EULA does not permit the reuse of a License Key unless the Software is installed on a Passive Fail-Over as described in section 1.a.iii.
ii.a Software Client Access License ("CAL") Requirements. Blue Syntax Consulting grants you a CAL to use the server product based on the license key and determined at the time of purchase.
ii.b Adapter Access License ("AAL") Requirements. Blue Syntax Consulting grants you AALs to use add-on adapters with the product based on the license keys and determined at the time of purchase.
iii. Installation Of Software On Passive Fail-Over Server. If the Software is used in a clustered environment, you may use the Software on a temporary basis on a Server that is employed only for passive fail-over support and reuse the License Keys associated with the Software on the Active node.
You may use and run the Product as properly installed in accordance with its documentation, solely as set forth in such documentation, and solely for your internal business purposes and in compliance with all laws, rules and regulations.
b. Reservation of Rights. Blue Syntax Consulting reserves all rights not expressly granted to you in this EULA.
c. Benchmark Testing. You may not disclose the results of any benchmark test of either the Software or any Adapter to any third party without Blue Syntax Consulting's prior written approval. For the avoidance of doubt, you may not use the Product or its documentation for purposes of development of a competing software product or service.
d. Downgrades. Instead of installing and using the Software, you may install and use one copy of an earlier version of the Software on a single Server, provided that you completely remove such earlier version and install the original Software within a reasonable time. Your use of such earlier version shall be governed by this EULA, and your rights to use such earlier version shall terminate when you install the original Software.
2. NO RENTAL/NO COMMERCIAL HOSTING. You may not rent, lease, lend, or provide commercial hosting services with the Product.
3. UPGRADES. To use a Product identified as an upgrade, you must first be licensed for the product identified by Blue Syntax Consulting as eligible for the upgrade. After upgrading, you may no longer use the product that formed the basis for your upgrade eligibility.
4. ADDITIONAL SOFTWARE/ COMPONENT LICENSES. This EULA applies to updates or supplements to the original Product provided by Blue Syntax Consulting, unless we provide other terms along with the update or supplement. The Product may contain certain components (each, a "Component") that included a separate end user license agreement (a "Component Agreement"). The terms of any Component Agreement are herein incorporated by reference to this EULA; in the event of any inconsistencies between this EULA and any Component Agreement, the terms of this EULA shall control.
5. TRANSFER-Internal. You may internally move the Software to a different Server. External transfers are prohibited without Blue Syntax Consulting’s prior written consent.
6. LIMITATION ON MODIFICATION, REVERSE ENGINEERING, DECOMPILATION, AND DISASSEMBLY. You may not reverse engineer, decompile, or disassemble the Product, except and only to the extent that it is expressly permitted by applicable law notwithstanding this limitation. You may not modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Product, its documentation or any part thereof. You may not remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices provided on or with any Product or its documentation, including any copy thereof.
7. TERMINATION. Without prejudice to any other rights, Blue Syntax Consulting may cancel this EULA if you do not abide by the terms and conditions of this EULA, in which case you must destroy all copies of the Product and all of its component parts. Without limiting the generality of the foregoing, Blue Syntax Consulting may, directly or indirectly and by any lawful means (including any disabling device), suspend or otherwise deny your or any of your users’ access to or use of all or any part of the Product without incurring any resulting obligation or liability, if: (a) Blue Syntax Consulting believes that you or any of your users: (1) has failed to comply with any term of this EULA; (2) has accessed or used the Product beyond the scope of the authorization granted or for a purpose not authorized or intended under the EULA or in any manner that does not comply with any of Blue Syntax Consulting’s instructions or requirements; or (3) is, has been, or is likely to be involved in any fraudulent, misleading, unlawful or unethical activities, or in any activity that could reflect poorly on Blue Syntax Consulting or its customers, or negatively impair its or their goodwill; (b) your subscription to the Products is terminated or expires; or (c) Blue Syntax Consulting receives a judicial or other governmental demand or order, subpoena, or law enforcement request that expressly or by reasonable implication requires it to do so. The foregoing does not limit any other rights or remedies whatsoever, including any rights or remedies at law, in equity or under this EULA.
9. NOT FOR RESALE SOFTWARE. The Product is "Not for Resale" or "NFR," which means that it may not be resold or transferred other than as set forth herein.
10. EXPORT RESTRICTIONS. You acknowledge that Product is of U.S. origin. You agree and represent and covenant that your and your authorized users’ use of the Product agree will comply with all applicable international and national laws that apply to the Product, including the U.S. Export Administration Regulations, as well as end-user, end-use and destination restrictions issued by U.S. and other governments.
11. LIMITED WARRANTY; STANDARD SUPPORT
(A) Solely with respect to a Product for which Blue Syntax Consulting has received applicable fees, Blue Syntax Consulting warrants that the Product will, when properly installed and used in accordance with the terms of this EULA, perform substantially in accordance with its documentation for a period of ninety days from the date of receipt (“Warranty Period”). The foregoing limited warranty will not apply and will become null and void: (1) if you breach any provision of this EULA; (2) if you or any of your users, or any other person provided access to the Product (whether or not in violation of this EULA) (i) install or uses the Product on or in connection with any hardware or software not specified in the documentation;(ii) modify or damage the Product, or the media on which it is provided, including abnormal physical or electrical stress, or (ii) misuse the Product, including any use other than as specified in the documentation; (3) to the extent arising or relating to your or any third-party equipment, software, service or technology, or negligence or worse conduct, or any virus or other malicious code (collectively, the “Exclusions”).
If during the Warranty Period the Product fails to perform substantially in accordance with its documentation, then as your sole and exclusive remedy for such failure, and subject to your promptly notifying us of the failure, Blue Syntax Consulting will: (A) use commercially reasonable efforts to repair or replace the Product at no cost to you, provided that you will provide Blue Syntax Consulting with all information it requests to resolve the reported failure, including sufficient information to enable Blue Syntax Consulting to recreate such failure; or (B) if the foregoing is not commercially feasible, then refund the prepaid fees received by Blue Syntax Consulting in respect of the Product. If Blue Syntax Consulting repairs or replaces the Product, the Warranty Period will continue to run from the receipt date, and not from your receipt of the repair or replacement.
(B) EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 11(A) ABOVE, THE PRODUCT IS PROVIDED TO YOU "AS IS" AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND, AND BLUE SYNTAX CONSULTING, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS,HEREBY SPECIFICALLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHER, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, TITLE AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, BLUE SYNTAX CONSULTING MAKES NO WARRANTY OF ANY KIND THAT THE PRODUCT OR ITS DOCUMENTATION, ANY RESULTS OF THE USE THEREOF, OR ANY THIRD PARTY PRODUCTS OR SERVICES, WILL MEET YOUR OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER PRODUCTS OR SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE OR ERROR FREE, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED, IN EACH CASE, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.
FOR THE AVOIDANCE OF DOUBT, FOLLOWING THE WARRANTY PERIOD, THERE IS NO WARRANTY OR CONDITION OF ANY KIND, and any supplements or updates to the Product, including without limitation, any (if any) service packs or hot fixes provided to you after the expiration of the Warranty Period are not covered by any warranty or condition, express, implied or statutory.
(C) Following the Warranty Period, subject to Blue Syntax Consulting’s receipt of applicable fees and the Exclusions, Blue Syntax Consulting will use commercially reasonable efforts to provide you with technical support for the Product consistent with its customer support policies in effect from time to time. Without limiting the generality of the foregoing, Blue Syntax Consulting’s support following expiration of the Warranty Period will be limited to use of commercially reasonable efforts to providing a workaround or making immaterial changes to the Product binaries due to a Product issue that: (i) is deemed critical in nature, such as a security problem or severe performance problem preventing the normal operation of the customer; or (ii) surfaces as a result of a change in configuration in your environment preventing your normal internal operations. Any other change, including a change in an API that the Products access, may require a separate Order Form and/or Statement of Work and would be added to the Product backlog for future development, at Blue Syntax Consulting’s discretion.
(D) NEITHER THE REMEDIES SET FORTH IN THIS SECTION NOR ANY PRODUCT SUPPORT SERVICES OFFERED BY BLUE SYNTAX CONSULTING ARE AVAILABLE WITHOUT PROOF OF PURCHASE.
12. LIMITATIONS ON LIABILITY.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL BLUE SYNTAX CONSULTING OR ANY OF ITS LICENSORS, SERVICE PROVIDERS OR SUPPLIERS BE LIABLE UNDER OR IN CONNECTION WITH THESE EULA OR ITS SUBJECT MATTER UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY AND OTHERWISE, TO YOU OR ANY THIRD PARTY FOR ANY: (a) LOSS OF PRODUCTION, USE, BUSINESS, REVENUE OR PROFIT OR DIMINUTION IN VALUE; (b) IMPAIRMENT, INABILITY TO USE OR LOSS, INTERRUPTION OR DELAY OF THE PRODUCT; (c) LOSS, DAMAGE, CORRUPTION OR RECOVERY OF DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (d) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED OR PUNITIVE DAMAGES, IN EACH CASE,REGARDLESS OF WHETHER SUCH PERSONS WERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE COLLECTIVE AGGREGATE LIABILITY OF BLUE SYNTAX CONSULTING AND ITS LICENSORS, SERVICE PROVIDERS AND SUPPLIERS UNDER OR IN CONNECTION WITH THIS EULA OR ITS SUBJECT MATTER, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY AND OTHERWISE, EXCEED THE AMOUNTS RECEIVED BY BLUE SYNTAX CONSULTING IN RESPECT OF YOUR USE OF THE PRODUCT DURING THE TWELVE MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR, IF YOU HAVE NOT PAID FOR THE USE OF THE PRODUCT, THE AMOUNT OF $25.00. THE FOREGOING LIMITATION APPLIES NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
13. HIGH RISK ACTIVITIES. The Product is not fault-tolerant and is not designed, manufactured or intended for use on equipment or software running in hazardous environments requiring fail-safe performance, including but not limited to the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, direct life support machines, health care systems, or weapons systems, in which the failure of the product could contribute to death, personal injury, or severe physical or environmental damage ("High Risk Activities"). BLUE SYNTAX CONSULTING AND ITS SUPPLIERS SPECIFICALLY DISCLAIM ANY EXPRESS OR IMPLIED WARRANTY OF FITNESS OF THE PRODUCT FOR HIGH RISK ACTIVITIES. BLUE SYNTAX CONSULTING DOES NOT AUTHORIZE USE OF THE PRODUCT FOR ANY HIGH RISK ACTIVITY. YOU AGREE TO DEFEND AND INDEMNIFY BLUE SYNTAX CONSULTING, AND HOLD BLUE SYNTAX CONSULTING HARMLESS, FROM AND AGAINST ANY AND ALL CLAIMS, ACTIONS, LOSSES, COSTS JUDGMENTS AND DAMAGES OF ANY KIND IN CONNECTION WITH USE IN RELATION TO ANY HIGH RISK ACTIVITY OF ANY COPY OF THE PRODUCT RELATING TO THIS LICENSE.
14. APPLICABLE LAW. If you acquired this Product in the United States, this EULA is governed by the laws of the State of Florida, and in respect of any dispute which may arise hereunder, you consent to the jurisdiction of the federal and state courts sitting in Palm Beach County, Florida.
15. ENTIRE AGREEMENT. This EULA, including any addendum or amendment to this EULA which is included with the Product, are the entire agreement between you and Blue Syntax Consulting relating to the Product and the Support Services (if any) and they supersede all prior or contemporaneous oral or written communications, proposals and representations with respect to the Product or any other subject matter covered by this EULA. To the extent the terms of any Blue Syntax Consulting policies or programs for Support Services conflict with the terms of this EULA, the terms of this EULA shall control.
16. The Product is protected by copyright and other intellectual property laws and treaties. Blue Syntax Consulting or its suppliers own the title, copyright, and other intellectual property rights in the Product. The Product is licensed, not sold.