1) Grant of License
1.1) Standard License
Except as set forth below, this license grants you the non-exclusive and non-transferable right to install and use the copy of the SOFTWARE PRODUCT on your computer only, solely for your personal, non-commercial use. Any distribution, publication, or other attempt to share (including without limitation providing any content of the SOFTWARE PRODUCT through the Atlassian Marketplace or similar mechanism) or otherwise disclose SOFTWARE PRODUCT, or any work based on or including portions of the SOFTWARE PRODUCT, is expressly prohibited.
One License for the SOFTWARE PRODUCT may be shared or used concurrently on different computers only with the permission of CPRIME. If the SOFTWARE PRODUCT is installed on a network server or other system that physically allows shared access to the SOFTWARE PRODUCT, you agree to utilize technical or procedural methods to prevent use of the SOFTWARE PRODUCT by individuals not authorized to use the SOFTWARE PRODUCT pursuant to this EULA.
Any installation, partial or total, temporary or definitive, of any copy or any use of the SOFTWARE PRODUCT or of any parts of the SOFTWARE PRODUCT on computers that serve, may serve or are used without the appropriate license shall represent copyright infringement and shall be prosecuted.
CPRIME has the right to discontinue creating, releasing and providing content updates to the SOFTWARE PRODUCT. If CPRIME, in its sole discretion, chooses to cease releasing updates to the SOFTWARE PRODUCT, you are entitled to demand the source code of this acquired SOFTWARE PRODUCT.
You may, upon prior written notice to CPRIME, assign or otherwise transfer this EULA to the surviving entity as a result of a merger, acquisition or reorganization or a sale of substantially all of your assets or stock.
2) General rights and limitations
You may also store a copy of the SOFTWARE PRODUCT on one storage device or server, for back-up, cold stand-by or testing purposes as long as this storage device or server simultaneously fulfills all of the following conditions: (i) has a valid server license, (ii) holds the same server ID as the original server, and (iii) is used solely for non-production installations.
2.2) Ownership and Derivative works
CPRIME retains all right, title and interest, including all intellectual property rights, in and to the SOFTWARE PRODUCT and any and all related or underlying technology, and any modifications or derivative works of the foregoing created by or for CPRIME. In addition, CPRIME reserves all rights not expressly granted by this EULA including, without limitation, modification rights, translation rights, rights to source code etc. You are not allowed to create, or to allow creation of any kind of derivative works or products, from the SOFTWARE PRODUCT. You are strictly forbidden to add, change, modify, erase features and / or interfaces related to the SOFTWARE PRODUCT, or to in any other way create or alter such features and / or interfaces. You are also forbidden to allow any other individual or entity to add, change, modify, erase features and / or interfaces related to the SOFTWARE PRODUCT, or to in any other way create or alter such features and / or interfaces. You must obtain CPRIME’s express, prior written approval to create derivative works of any kind from the SOFTWARE PRODUCT, of which approval may be withheld at CPRIME’s sole discretion.
2.3) Reverse Engineering
You may not modify, translate, reverse engineer, recompile, disassemble or create derivative works based on the SOFTWARE PRODUCT, or any portion thereof.
You may not copy the SOFTWARE PRODUCT, or any portion thereof, except as expressly provided by this EULA.
You may not sell, loan, rent, lease or any other way transfer the SOFTWARE PRODUCT, or any portion thereof, except as expressly provided by this EULA.
2.6) Proprietary Notices
You may not remove, add or modify any proprietary notices, labels or marks on the SOFTWARE PRODUCT, or any portion thereof.
2.7) Use of CPRIME's name
You may not use CPRIME's name(s), logo(s), or trademark(s) in any manner including, without limitation, in your advertising or marketing materials.
You may not use any name or trademark confusingly similar to CPRIME or the SOFTWARE PRODUCT. In addition, you may not use any name or trademark confusingly similar to any CPRIME licensed third party. You may not interfere with or diminish CPRIME’s right, title and/or interest in the CPRIME or licensed third party's trademark(s), trade name(s) or product name(s).
The license will automatically terminate if you fail to comply with the obligation and limitations herein described. On termination you must destroy all copies of the SOFTWARE PRODUCT and all component parts. There shall be no refund or adjustment for any amounts paid by you to CPRIME for the SOFTWARE PRODUCT destroyed in accordance with this Section 3. The provisions of this EULA which by their nature extend beyond the termination date of the EULA will survive and remain in effect and enforceable until all obligations are fully satisfied.
4) Limited warranty
This SOFTWARE PRODUCT and the accompanying files are provided as is and without warranties as to performance or merchantability or any other warranties whether expressed or implied. Because of the various hardware and software environments into which the SOFTWARE PRODUCT may be installed, no warranty or fitness for a particular purpose is offered.
Proper data processing procedure dictates that any program or SOFTWARE PRODUCT should be thoroughly tested with non-critical data prior to reliance on the program or SOFTWARE PRODUCT. You hereby agree to assume the entire risk of using the program or SOFTWARE PRODUCT.
CPRIME will use reasonable commercial efforts to provide solutions for any reported malfunctions. THIS IS A LIMITED WARRANTY AND IT IS THE ONLY WARRANTY MADE BY CPRIME. CPRIME MAKES NO OTHER WARRANTY, REPRESENTATION, OR CONDITION, EXPRESS OR IMPLIED, AND EXPRESSLY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, THE DURATION OF IMPLIED WARRANTIES OR CONDITIONS, INCLUDING WITHOUT LIMITATION, WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND OF FITNESS FOR A PARTICULAR PURPOSE, IS LIMITED TO THE ABOVE LIMITED WARRANTY PERIOD. NO CPRIME PARTNER, DISTRIBUTOR, OR EMPLOYEE IS AUTHORIZED TO MAKE ANY MODIFICATIONS, EXTENSIONS, OR ADDITIONS TO THIS LIMITED WARRANTY. If you make any modifications to the SOFTWARE PRODUCT during the warranty period, if the media is subjected to accident, abuse, or improper use, or if you violate the terms of this EULA, then this warranty shall immediately be terminated. This warranty shall not apply if the SOFTWARE PRODUCT is used on or in conjunction with hardware or software other than the unmodified version of hardware and software which the SOFTWARE PRODUCT was designed to be used as described in the Documentation.
5) Limitation of liability
UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, TORT, CONTRACT, OR OTHERWISE, SHALL CPRIME OR ITS PARTNERS OR DISTRIBUTORS BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES, OR FOR ANY DAMAGES IN EXCESS OF CPRIME'S LIST PRICE FOR A LICENSE TO THE SOFTWARE AND DOCUMENTATION, EVEN IF CPRIME SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY. CPRIME’S AGGREGATE LIABILITY SHALL NOT EXCEED THE AMOUNT ACTUALLY PAID BY YOU TO CPRIME FOR THE SOFTWARE PRODUCT.
6) Copyright. CPRIME Infringement Indemnification
All intellectual property rights in and to the SOFTWARE PRODUCT and Documentation are the property of CPRIME. All intellectual property rights related to the SOFTWARE PRODUCT will at all times remain the property of CPRIME. United States copyright law, local copyright law and international treaties protect the SOFTWARE PRODUCT as well as the rights related to it.
CPRIME will hold you harmless, defend and indemnify you, against a third party claim to the extent based on an allegation that the SOFTWARE PRODUCT infringes a third party intellectual property right, provided that CPRIME: (i) is promptly notified and furnished a copy of such Claim, and all other documents that the claim is based on; and (ii) is given reasonable assistance in and sole control of the defense thereof and all negotiations for its settlement.
CPRIME will have no obligation to defend and no liability for any damages or costs to the extent that a Claim is based upon: (i) use of the SOFTWARE PRODUCT in combination with any non-CPRIME product, software or equipment; (ii) use of the SOFTWARE PRODUCT in a manner or for an application other than for which it was designed or intended to be used, regardless of whether CPRIME was aware of or had been advised of such use; and (iii) modifications to the SOFTWARE PRODUCT by any person or entity other than CPRIME.
If the SOFTWARE PRODUCT becomes, or in the opinion of CPRIME may become, the subject of a Claim, CPRIME may, at its option and in its discretion: (i) procure for you the right to use the SOFTWARE PRODUCT, free of any liability; (ii) replace or modify the SOFTWARE PRODUCT to make it non-infringing; or (iii) terminate your right to continue using the SOFTWARE PRODUCT and refund, in this case, any license fees related to the SOFTWARE PRODUCT paid by you.
This EULA represents the complete agreement concerning the license for the SOFTWARE PRODUCT between the parties and supersedes all prior agreements and representations between them.
CPRIME may amend or modify this EULA at any time without having to notify you or obtain your prior approval.
CPRIME may use your name for commercial purposes and/or include your name and/or logos in its clients list, upon prior approval from you.
If any provision of this EULA is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable and the remaining provisions of this EULA shall remain in full force and effect.
This EULA will be governed by the laws of the State of California without regard to its conflict of laws rules. The parties consent to the jurisdiction and venue of the state and federal courts located in the State of California.
Neither this EULA, nor any terms and conditions contained herein, shall be construed as creating a partnership, joint venture or agency relationship or as granting a franchise.
You shall, at your own expense, promptly obtain and arrange for the maintenance of all mandatory government approvals, if any, and comply with all applicable local laws and regulations as may be necessary for your performance.
Third Party Software. The SOFTWARE PRODUCT may include Third-Party Software (including without limitation open-source software) subject to different license agreement terms, disclaims of warranties, or other terms and conditions (collectively "Additional Terms") than those set forth herein. Where applicable, you must agree to the applicable Additional Terms for any such Third-Party Software, as required by the licensors of those components. For convenience, such licenses are provided at cPrime Product Licensing Information, however, this list is provided on a best effort basis only, as licenses may update their terms from time to time. Agreeing to the applicable terms creates a binding agreement between You (as Licensee), and the third-party Licensor. CPRIME MAKES NO WARRANTIES OR REPRESENTATIONS AS TO SUCH THIRD-PARTY SOFTWARE (INCLUDING INFRINGEMENT) AND FURTHER DISCLAIMS ANY AND ALL LIABILITY FOR ANY LOSSES OR DAMAGES THAT MAY RESULT FROM YOUR USE THEREOF (INCLUDING INFRINGEMENT INDEMNIFICATION).