License Agreement
SCALEOUT SOFTWARE END USER LICENSE AGREEMENT
YOU SHOULD CAREFULLY READ THE FOLLOWING BEFORE INSTALLING THIS SOFTWARE
PRODUCT FROM SCALEOUT SOFTWARE, INC.
This ScaleOut Software End User License Agreement ("EULA") is a legal
agreement between you and ScaleOut Software, Inc. ("ScaleOut") for
ScaleOut's software products, including ScaleOut StateServer(R),
ScaleOut SessionServer(TM), ScaleOut GeoServer(R), ScaleOut GeoServer(R)
DR, ScaleOut Remote Client, ScaleOut ComputeServer(R), ScaleOut
StreamServer(TM, ScaleOut Management Pack(TM), ScaleOut hServer(R) and
other software products of ScaleOut licensed by you, which includes computer
software and its on-line documentation, and all updates, enhancements, hot
fixes or other releases provided to you by ScaleOut (together, the "Software")
and any support related to the Software provided by ScaleOut.
As used in this EULA, the term "Computer" is defined as a physical
computer or a virtual server running on a physical computer.
By clicking on the "AGREE" button, or installing, copying, or otherwise
using the Software, you agree to be bound by the terms of this EULA for
both evaluation use and use after subsequent purchase, if applicable. If
you do not agree with this EULA, you are not authorized to install or
use the Software, and you must remove the Software from your system.
An electronic copy of this EULA will be provided to you upon
installation of the Software as part of the on-line documentation.
1. GRANT AND TERM OF LICENSE.
1.1 Evaluation Period. Subject to your compliance with the terms of this
EULA, ScaleOut grants to you a non-exclusive, non-transferable and
royalty-free right to install and use the Software solely for your
lawful use for the 30 days after the first day you install the Software
on your Computers (the "Evaluation Period"). Such license grant is
subject to the following conditions:
a. you must obtain from ScaleOut a valid and unique alphanumeric code
("Evaluation License Key") to activate the Software. The Evaluation
License Key may not be disclosed, in writing, electronically or
otherwise, to any third party or to the public in general;
b. the Software may be installed only on Computers controlled by you;
c. you may construct and operate exactly one (1) "Store", as defined by
the Software documentation, with the Software;
d. you may install and operate ScaleOut Remote Client on an unlimited
number of Computers, but you may not use ScaleOut Remote Client to
connect to a Store from more Remote Client Computers than specified in
your Evaluation License Key; and
e. at the end of the Evaluation Period you must pay a license fee as
described below or cease use of the Software and destroy all copies in
your possession.
The Software will stop functioning properly at the end of the Evaluation
Period unless you obtain a valid License Key.
1.2 Paid License Key. After the Evaluation Period expires, you must
obtain, in exchange for a fee ("License Fee") to be paid to ScaleOut or
to its authorized reseller in the amount specified by ScaleOut or by its
authorized reseller, a valid and unique alphanumeric code ("License
Key") from ScaleOut prior to continuing to use the Software. Each
License Key will cover a specified period of time during which you may
use the Software, which period of time is called the "License Term."
Upon receipt of the License Key from ScaleOut, and subject to your
compliance with the terms of this EULA, ScaleOut grants to you a
non-exclusive, non-transferable and prepaid right to install and use the
Software during the License Term solely for your lawful use. Such
license grant is subject to the following conditions:
a. the Software may be installed only on Computers controlled by you;
b. you may construct and operate exactly one (1) "Store", as defined by
the Software documentation, with the Software;
c. you may install and operate ScaleOut Remote Client on an unlimited
number of Computers, but you may not use ScaleOut Remote Client to
connect to a Store from more Remote Client Computers than specified in
your Paid License Key;
d. you use the Software solely in accordance with the size, user and
other restrictions for the valid License Key that you receive from
ScaleOut. ScaleOut may from time to time replace the License Key by
notifying you that the old License Key is invalid. Upon certification
from you that you have destroyed all copies of the invalid License Key,
ScaleOut will give you a new, valid License Key; and
e. you do not disclose, in writing, electronically or otherwise, to any
third party or to the public in general, any License Key.
The Software will stop functioning properly at the end of the License
Term, unless you purchase a perpetual License Key.
1.3 Term. The Software and the right to use the Software are not
transferable and if you transfer the Software to any other party, your
license is automatically terminated. The license granted in this EULA
shall continue until the expiration of the License Term, and it will
terminate automatically if you fail to comply with any provision of this
EULA. Upon any termination of the license, or if you should give up your
use and control of the Computers on which the Software is installed, you
agree to destroy all copies of the Software and any related materials in
any form. The provisions of Sections 3, 5, 8 and 10 shall survive
termination of the license.
1.4 Open Source License. Notwithstanding the above, the ScaleOut hServer
Java API library and the C++ API libraries are instead made available
pursuant to the terms of the Apache License, Version 2.0.
2. COPYING AND COPYRIGHT.
The Software is owned by ScaleOut or its licensors and is protected by
United States copyright laws and international treaty provisions.
Therefore, you must treat the Software like any other copyrighted
material (e.g. a book or musical recording) except that you may make
copies of the Software which include all copyright and trademark notices
for installation, backup, and archival purposes only. Solely with
respect to electronic documents included with the Software, you may make
an unlimited number of copies (either in hard copy or electronic form),
provided that such copies include all copyright and trademark notices
and are used only for internal purposes and are not republished or
distributed to any third party. You may not use the Software for
purposes other than as authorized in this EULA or knowingly permit
anyone else to do so.
3. OTHER CONDITIONS.
The Software and License Key are confidential information of ScaleOut or
its licensors and shall not be disclosed by you to any third party. You
may not modify, translate, reverse engineer, decompile, disassemble or
create derivative works based on the Software or License Key, remove any
proprietary notices or labels, or continue use of a License Key after
receiving notice from ScaleOut that it is invalid, or knowingly permit
anyone else to do so. All applicable rights to patents, copyrights,
trademarks and trade secrets in the Software or any modifications to it
shall be and remain the property of ScaleOut or its licensors. You may
not redistribute any portion of the Software. You may not rent or lease
the Software. ScaleOut reserves all rights not expressly granted to you.
4. ACCESS OBLIGATIONS.
You are responsible for obtaining and maintaining at your own expense
all telephone or other communications links, computer hardware and other
equipment or facilities needed for access to and use of the Software.
5. NO WARRANTIES, INDEMNITIES OR LIABILITIES.
THE SOFTWARE AND SUPPORT IS PROVIDED TO YOU "AS-IS" AND WITHOUT WARRANTY
OR INDEMNITY OF ANY KIND, EXPRESS, IMPLIED OR OTHERWISE, INCLUDING
WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE, TITLE, OR WARRANTY OF ACCURACY OR COMPLETENESS OF
ANY RESPONSES OR RESULTS. THE ENTIRE RISK AS TO THE QUALITY AND
PERFORMANCE OF THE SOFTWARE IS WITH YOU AND SHOULD EITHER PROVE
DEFECTIVE, YOU (AND NOT SCALEOUT, ITS AFFILIATES, AGENTS, OTHER
LICENSEES AND LICENSORS) ASSUME THE ENTIRE COSTS OF SERVICING, REPAIR OR
CORRECTION OF SUCH DEFECTS. IN NO EVENT SHALL SCALEOUT BE LIABLE TO YOU
OR ANYONE ELSE FOR ANY DIRECT, SPECIAL, INCIDENTAL, INDIRECT OR
CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER, INCLUDING
WITHOUT LIMITATION, FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION,
LOSS OF BUSINESS INFORMATION, OR THE CLAIMS OF THIRD PARTIES, WHETHER OR
NOT SCALEOUT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, HOWEVER
CAUSED, AND ON ANY THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION
WITH THE POSSESSION, USE OR PERFORMANCE OF THIS SOFTWARE OR ANY SUPPORT.
6. CONSTRUCTION.
ScaleOut is willing to license the Software to you only in consideration
of and in reliance upon the provisions of this EULA limiting the
exposure of ScaleOut to liability. Such provisions constitute an
essential part of the bargain underlying this EULA and have been
reflected in the License Fee and in other consideration specified in
this EULA.
7. U.S. GOVERNMENT RIGHTS.
If you are acquiring the Software on behalf of any part of the United
States Government, the Software is provided with RESTRICTED RIGHTS. Use,
duplication or disclosure by the Government is subject to restrictions
as set forth in subparagraphs (c)(1) and (2) of the Commercial Computer
Software � Restricted Rights clause at 48 CFR 52.227-19.
8. COMPLIANCE.
You agree to use all reasonable efforts to ensure that persons employed
by you or under your direction and control abide by the terms and
conditions of this EULA.
9. SUPPORT.
No support or maintenance is included with the License Fee. Users who
desire support and maintenance must purchase a subscription for support
and maintenance from ScaleOut. Prices, Terms and conditions of support
subscriptions can be found at:
https://www.scaleoutsoftware.com/media/PDF/ScaleOutSoftware_Support_Opti
ons.pdf, and such terms and conditions are incorporated by reference
into this EULA and are accepted by the User if the User purchases a
subscription for support and maintenance.
10. GENERAL.
This EULA is governed by the laws of the State of Washington.
This EULA is the entire agreement between ScaleOut and you and
supersedes any other communications or advertising with respect to the
Software or support, including without limitation any terms and
conditions on any purchase order, all of which are expressly rejected.
If any provision of this EULA is held unenforceable, that provision
shall be enforced to the maximum extent permissible so as to give effect
to the intent of the parties, and the remainder of this EULA shall
continue in full force and effect. The headings used in this EULA are
for convenience only, and shall not be given any legal import. Any item
or service furnished by ScaleOut or its or their respective affiliates,
agents, licensees and licensors in furtherance of this EULA, although
not specifically identified in it, shall nevertheless be covered by this
EULA unless specifically covered by some other written or electronic
agreement accepted by you and an authorized representative of ScaleOut.
You agree to comply with all U.S., foreign and local laws and
regulations which apply to your use of the Software including without
limitation, export control laws and regulations. ScaleOut has the right
to assign, either directly or as a result of a change of control or by
operation of law or otherwise, its rights and obligations under this
EULA.
All correspondence regarding this EULA shall be directed to ScaleOut by
U.S. Mail to the following address: ScaleOut Software, Inc., 12725 SW
Millikan Way, Suite 270, Beaverton, OR 97005, U.S.A.
**** END OF THE SCALEOUT SOFTWARE END USER LICENSE AGREEMENT ****