Terms and Conditions

PUZZLELOGIC, INC.

END-USER LICENSE AGREEMENT ("EULA")

 

The person, company or entity who has registered for an account with PuzzleLogic, Inc. ("You" and/or "Licensee") acknowledges and agrees that your use of the software from PuzzleLogic, Inc. ("Company"), a California corporation with its principal place of business 1250 Oakmead Parkway #210 Sunnyvale, CA 94085, and its licensors, is subject to the terms and conditions of this End-User Licensed Agreement ("EULA").  THIS EULA IS A LEGAL AGREEMENT BETWEEN YOU AND COMPANY FOR THE SOFTWARE PRODUCTS IDENTIFIED HEREIN WHICH INCLUDES COMPUTER SOFTWARE FOR THE COMPANY PRODUCTS, AND/OR COMPANY SERVICES AND ASSOCIATED MEDIA AND DOCUMENTATION (COLLECTIVELY "LICENSED SOFTWARE").  BY COMPLETING THE DOWNLOADING, INSTALLING, ACCESSING OR UTILIZING THE LICENSED SOFTWARE YOU AGREE TO BE BOUND BY THE TERMS OF THIS EULA.  IF YOU DO NOT AGREE WITH TERMS OF THIS EULA, DO NOT INSTALL ACCESS OR USE THE LICENSED SOFTWARE AND REQUEST A REFUND FROM COMPANY OR PLACE WHERE YOU HAVE PURCHASED A LICENSE.

 

  1. Licensed Software. Under this EULA, “Licensed Software” means the Company software products including but not limited to PuzzleLogic Service Advisor, in object code format only, together with all improvements, if any, documentation, that Company makes generally available to Licensee under this agreement, an order form (“Order Form”) or an applicable support agreement.  Licensed Software also includes other Software products which may be made generally available by Company, from time to time, which Licensee installs, accesses or uses.
  2. Protection/Ownership. The Licensed Software is protected by patent, copyright and other intellectual property laws.  Company and its licensors retain ownership of the Licensed Software and the copies of the Licensed Software and documentation and related works provided herewith, including but not limited to derivative work of the foregoing.  The Licensed Software is licensed to Licensee for use subject to the terms set forth in this EULA.
  3. Grant of License. Company hereby grants to Licensee and Licensee fully accepts upon delivery, a limited, nonexclusive, non-transferable right (subject to any limitations set forth in the Order Form and Section 12, below) to use the Licensed Software for Your own business purposes in accordance with the terms of this EULA.  By accepting this License, You are permitting the Company to contact You on occasion with important announcement, notices, updates and other information the Company feels is important.  We value your privacy and will not provide your contact information to any third party.  Please see the Company privacy notice which is published on the Company website legal page for more information.
  4. Scope of License. Subject to the terms and conditions of this Agreement, You are allowed to install and use the Licensed Software as authorized in this agreement including: (a) install the number of copies and modules of the Licensed Software indicated on the applicable Order Form on Licensee’s owned or leased hardware at a facility owned or controlled by Licensee, (b) operate the Licensed Software using the number of viewer seats and modules as indicated on the applicable Order Form solely for processing Licensee’s own data in Your business operations, and (c) make one copy of the Licensed Software for archival purposes only. If so indicated in an Order Form, the above license rights may be extended to: (x) Your virtual private cloud provider, (y) Your managed service providers that provide IT services to outside companies and which are required to process data for its customers to include processing data of other companies to support the delivery of outsourcing services, and (z) You may make and use authorized modifications or new software programs for Your internal purposes as otherwise consistent with the license grant under this agreement.
  5. Transfer. Unless You are an authorized reseller of the Licensed Software by Company, to the maximum extent permitted by applicable law, Licensee may not resell or otherwise transfer for value or otherwise, the Licensed Software.
  6. Assignment. The rights and obligations of Licensee under this agreement may not be assigned or sub-contracted to any third party by the Licensee without prior written consent (which consent will not be unreasonably withheld) provided: (a) Licensee gives written notice to Company of the transfer or assignment and Company thereafter provides written authorization of such assignment; (b) the permitted third-party assignee agrees to be bound by all the terms herein and completes and returns a registration card or other requested transfer documentation to Company; and (c) in no circumstance shall any transfer or assignment, unless specifically agreed upon in writing, (i) release Licensee from any prior outstanding obligation under this EULA, or (ii) allow Licensee or Licensee’s transferee or assignee, collectively, to utilize more licenses than the number of licenses authorized under this EULA. As to Company, this EULA shall inure to the benefit of, and is freely assignable to, Company’s successors and assignees of rights in the Licensed Software.
  7. Restrictions. You agree that this is a license only and that no title passes to You.  You agree not to challenge Company’s or its licensors’ rights in or otherwise attempt to assert any rights in the Licensed Software, except those provided under this EULA.  You agree not to (and will not procure any third party to): disclose, modify (except as authorized in an Order Form) or create a derivative work of the Licensed Software, use any mechanical, electronic or other method to trace, decompile, translate, disassemble or reverse engineer the Licensed Software or otherwise attempt to derive source code from any encrypted or encoded portion of the Licensed Software, in whole or in part (except and only to the extent that applicable law prohibits or restricts reverse engineering restrictions).  You agree not to sell, sublicense, distribute, rent, lease, market or commercialize the Licensed Software (unless You are an authorized Reseller) for any purpose, including timesharing or service bureau purposes.  You agree not to create, develop, license, install, use or deploy any third party software or services to circumvent, enable, modify or provide access, permissions or rights which violate the technical restrictions of the Licensed Software; remove any product identification, proprietary, copyright or other notices contained in the Licensed Software; or publicly disseminate performance information or analysis including, without limitation, benchmarking test results. You agree not to use the Licensed Software except as expressly permitted under this EULA.  You acknowledge that the Licensed Software contains information deemed confidential or otherwise proprietary to Company or a Third Party Code (see Section 18, below) owner, and You agree to handle the Licensed Software with at least the same degree of care employed with respect to Your own confidential or proprietary information, but in no event less than a commercially reasonable standard of care with regard to the handling of confidential information.
  8. Warranty/Remedy/Limitation of Warranty. Except as provided for in this EULA, no company, reseller, dealer, agent or employee is authorized to modify or add to the following warranties and remedies on behalf of Company or its licensors.

8.1.         Limited Warranty.  Company warrants that for a period of ninety (90) days following delivery of the Licensed Software the Licensed Software will perform substantially in accordance with Company’s user documentation accompanying the Licensed Software.  Neither Company nor its licensors warrants that the Licensed Software will meet Your requirements or that the operation of the Licensed Software will be uninterrupted or error free or that all defects will be corrected.  This Limited Warranty is void if failure of the Licensed Software has resulted from accident, abuse, unauthorized modification, or misapplication of the Licensed Software.

8.2.         Remedy.  If You believe there is a defect in the Licensed Software such that it does not meet the Limited Warranty provided above, You must notify Company in writing within the 90-day warranty period.  Company’s and its licensors’ entire liability and Your exclusive remedy with regard to the Limited Warranty, shall be, at Company’s sole discretion, either repair or replacement of the Licensed Software or a refund of the amount paid by You for the Licensed Software.  Any repaired or replacement Licensed Software shall be warranted for the remainder of the original warranty period.  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE WARRANTY AND REMEDY SET FORTH ABOVE ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES AND REMEDIES, ORAL OR WRITTEN, EXPRESSED OR IMPLIED.

8.3.         Limitation of Warranty.  To the maximum extent permitted by applicable law, except as provided herein, THE LICENSED SOFTWARE IS PROVIDED “AS IS” AND NEITHER COMPANY NOR ITS LICENSORS MAKES ANY WARRANTY OR REPRESENTATION, EITHER EXPRESSED OR IMPLIED WITH RESPECT TO THE LICENSED SOFTWARE, ITS QUALITY OR PERFORMANCE, AND HEREBY DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION, WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE.

  1. Limitation of Liability. IN NO EVENT WILL COMPANY OR ITS LICENSORS BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE THE LICENSED SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  COMPANY AND ITS LICENSORS SHALL NOT BE LIABLE FOR LOSS OR INACCURACY OF DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, SYSTEM DOWNTIME, GOODWILL, PROFITS OR OTHER BUSINESS LOSS, REGARLDESS OF LEGAL THEORY, EVEN IF YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE TOTAL LIABILITY OF COMPANY AND ITS LICENSORS TO YOU, INCLUDING BUT NOT LIMITED TO DAMAGES OR LIABILITY ARISING OUT OF CONTRACT, TORT, BREACH OF WARRANTY, INFRINGEMENT OR OTHERWISE, WILL NOT IN ANY EVENT EXCEED THE FEES PAID BY YOU WITH RESPECTS TO THE LICENSED SOFTWARE.  THE PARTIES AGREE THAT THE LIMITATIONS OF THIS SECTION ARE ESSENTIAL AND THAT COMPANY AND ITS LICENSORS WOULD NOT PERMIT END USER TO USE THE LICENSED SOFTWARE ABSENT THE TERMS OF THIS SECTION.  THIS SECTION WILL SURVIVE AND APPLY EVEN IF ANY REMEDY SPECIFIED IN THIS EULA WILL BE FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
  2. Indemnification.

10.1.      By Company.  If a third party asserts a claim against Licensee asserting that Your use of the Licensed Software in accordance with this Agreement violates that third-party's U.S patent, U.S trade secret, U.S trademark or U.S. copyright ("Infringement Claim"), Company will defend, indemnify and hold Licensee harmless from any Infringement Claim; provided, however, that (i) Company shall be notified promptly in writing by Licensee of any such claim; (ii) Company shall have sole control of the defense of any action on such claim and all negotiations for its settlement or compromise; (iii) Licensee shall cooperate with Company, at Company’s expense, in a reasonable way to facilitate the settlement or defense of such claim; (iv) such claim does not arise from Licensee’s modifications not authorized by Company, a combination of the Licensed Software with any other products or services, Licensee’s use for a purpose or in a manner for which the Licensed Software was not authorized, or use of any older release of the Licensed Software when use of a newer version would have avoided the infringement. . Should the Licensed Software become, or in Company’s opinion likely to become, subject to such claim of infringement, then Licensee shall permit Company, at Company’s option and expense, either (a) to procure for Licensee the right to continue using the Licensed Software, or (b) to replace or modify the Licensed Software so that it becomes non-infringing and performs in a substantially similar manner to the original product, or (c) upon failure of (a) or (b), despite the reasonable efforts of Company, to terminate this EULA and (x) for any ongoing licenses, issue a refund to Licensee based upon the applicable license fees paid, prorated over 36 months from the date of the order under which the Licensed Software is initially licensed; and (y) for any term-based licenses, release Licensee from its obligation to make future payments for the Licensed Software or issue a pro rata refund for any prepaid, but unused fees. This section contains Licensee’s exclusive remedies and Company's sole liability for Infringement Claims.

10.2.      Licensee will defend, indemnify and hold Company and its licensors harmless from any and all actions, claims, demands, costs, liabilities, expenses and damages (including reasonable legal costs) that arise out of or in connection with Licensee’s breach of its representations, warranties or obligations in this EULA, Licensee’s modification of the Licensed Software, Licensee’s combination of the Licensed Software with any other product or service, or Licensee’s negligence, unlawful or wilful misconduct, acts, omissions or misrepresentations.

  1. Export Control. You may not export, ship, transmit, or re-export the Licensed Software in violation of any applicable law or regulation, including, without limitation, the Export Administration Regulations issued by the United States Department of Commerce, or any such similar law or regulation issued by such other governmental entity which may have jurisdiction over such export.
  2. Term and Termination. Except as otherwise provided in the Order Form, Licensee’s right to use the Licensed Software continues until this EULA is terminated. This EULA will automatically terminate if You fail to comply with the material terms of this EULA. Licensee may terminate for convenience at any time by the providing written notice to Company and, if so, Licensee shall not be entitled to any refund or reduction of the fees and remains liable for all fees as if this Agreement had not been terminated. Upon termination Licensee shall remove all Licensed Software from Your computers, destroy all copies of the Licensed Software, and, upon request from Company, certify in writing Your compliance herewith. Sections 2, 5, 6, 7, 8.3, and 9-20 will survive any termination of this EULA.
  3. Audit. If requested by Company not more than once every twelve (12) months during the term of this EULA and for up to twelve (12) months after termination thereof, , You agree allow Company to perform an audit at Licensee’s facilities during normal business hours to ensure compliance with the terms of this EULA. You agree to cooperate during any audit and to provide reasonable access to information and systems. If an audit reveals that Licensee has exceeded its authorized use of the Licensed Software, You agree to pay the applicable fees for such shortfall. If Your use of the Licensed Software exceeds 5% of the authorized use of the applicable Licensed Software, then Licensee agrees to also pay Company’s reasonable costs of conducting the audit.
  4. Severability. If any of the terms, or portions thereof, of this EULA are invalid or unenforceable under any applicable statute or rule of law, the court shall reform the contract to include an enforceable term as close to the intent of the original term as possible; all other terms shall remain unchanged.
  5. Entire Agreement. This EULA and the applicable Order Form(s) constitute the entire agreement between You and Company relating to the subject matter hereof, and any additions to, or modifications of, this EULA shall be binding upon the parties only if the same shall be in writing and duly executed by You and by a duly authorized representative of Company.  THE TERMS AND CONDITIONS OF ANY CORRESPONDING PURCHASE ORDER OR OTHER ORDER CONFIRMATION FORM RELATING TO THE LICENSED SOFTWARE ARE ONLY BINDING ON COMPANY IF SUCH TERMS AND CONDITIONS ARE AGREED TO IN WRITING IN ACCORDANCE WITH THE PRIOR SENTENCE AND IN A DOCUMENT OTHER THAN THE PURCHASE ORDER OR OTHER ORDER CONFIRMATION FORM.
  6. Waiver. The waiver or failure of either party to exercise in any respect any right provided for in this EULA shall not be deemed a waiver of any further or future right under this EULA.
  7. Governing Law and Venue. This agreement is governed by the substantive laws in force, without regard to conflict of laws principles and the state and federal courts in the State of California have exclusive jurisdiction. Any legal action or proceeding shall be brought in the federal or state courts for the State of California, County of Santa Clara, and the Licensee expressly waives any objection to personal jurisdiction, venue or forum non conveniens.  The United Nations Convention on Contracts for the International Sale of Goods is specifically disclaimed in its entirety.
  8. Third Party Code. To the extent the Licensed Software includes third party code, including without limitation that of a Company licensor and/or open source software components: (i) such third party code may only be used only in the Licensed Software; and (ii) the documentation will contain applicable terms and conditions that pertain to such third party code, such that those third-party terms govern the third party code in place of the terms of this EULA.  Notwithstanding the foregoing, any such third party terms and conditions will not negate or amend any rights granted to or obligations undertaken by Licensee under this EULA. Open Source software components are subject to the following licenses:
  • JSON: http://www.json.org/license.html - Copyright (c) 2002 JSON.org
  • MIT License: http://www.opensource.org/licenses/mit-license.php - Copyright (c) <year> <copyright holders>
  • Eclipse Public License: http://www.eclipse.org/legal/epl-v10.html' - Royalty free copyright license
  • Apache: http://www.apache.org/licenses/LICENSE-2.0 Copyright [yyyy] [name of copyright owner]

Licensed under the Apache License, Version 2.0 (the "License"); you may not use this file except in compliance with the License. You may obtain a copy of the License at

http://www.apache.org/licenses/LICENSE-2.0

Unless required by applicable law or agreed to in writing, software distributed under the License is distributed on an "AS IS" BASIS, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, either express or implied. See the License for the specific language governing permissions and limitations under the License.

You may obtain a copy of the License at  - http://www.gnu.org/copyleft/lesser.txt

  • HSQLDB: http://hsqldb.org/web/hsqlLicense.html Copyright (c) 2001-2010, The HSQL Development Group. All rights reserved.

Antlr: http://www.antlr.org/license.html

Copyright (c) 2012 Terence Parr and Sam Harwell

All rights reserved.

Scala: http://www.scala-lang.org/downloads/license.html

Copyright (c) 2002-2015 EPFL

Copyright (c) 2011-2015 Typesafe, Inc.

  • CDDL (Common Development and Distribution License) - https://glassfish.java.net/public/CDDL+GPL_1_1.html

Any Covered Software that You distribute or otherwise make available in Executable form must also be made available in Source Code form and that Source Code form must be distributed only under the terms of this License. You must include a copy of this License with every copy of the Source Code form of the Covered Software You distribute or otherwise make available. You must inform recipients of any such Covered Software in Executable form as to how they can obtain such Covered Software in Source Code form in a reasonable manner on or through a medium customarily used for software exchange.

  • Mozilla: http://www.mozilla.org/MPL/2.0/index.txt
  • UnboundID SCIM SDK Free Use License - can be licensed under LGPL - https://www.unboundid.com/resources/scim

Bouncy Castle: http://www.bouncycastle.org/licence.html - Copyright (c) 2000 - 2015 The Legion of the Bouncy Castle Inc. (http://www.bouncycastle.org)

  1. U.S. GOVERNMENT RIGHTS. If the Licensed Software is acquired by or on behalf of a U.S. Government civilian agency, the civilian agency acquires this commercial computer software and/or commercial computer software documentation, both as defined by 48 C.F.R. 2.101, subject to the terms of this agreement as specified in 48 C.F.R. 12.212 (Computer Software) and its successors. If the Licensed Software is acquired by or on behalf of a U.S. Government defense agency within the Department of Defense ("DOD"), the DOD agency acquires this commercial computer software and/or commercial computer software documentation, both as defined by 48 C.F.R. 252.227-7014, subject to the terms of this Agreement as specified in 48 C.F.R. 227.7202 and its successors. This product was developed fully at private expense.  All other use is prohibited.
  2. Resellers. If Licensee acquired the Licensed Software through a Reseller, Licensee acknowledges that (i) payment and delivery terms for the Licensed Software must be established separately and independently between the Licensee and the Reseller; (ii) this EULA constitutes the entire agreement between the Licensee and Company regarding the license rights for the Licensed Software as described above and is controlling; (iii) the terms and conditions of any purchase order or any other agreement between the Licensee and the Reseller are not binding on Company; (iv) the Reseller is not is not authorized to alter, amend or modify the terms of this EULA or to otherwise grant any license or other rights relating in any way to the Licensed Software; and (v) Licensee’s nonpayment of any amount due to a Reseller or any other relevant third party relating to its licensed rights under this EULA shall constitute a basis for Company’s termination of this EULA.  Licensee further acknowledges that neither Company nor its licensors makes any representation or warranty with regard to any services provided by any Reseller, or any actions or failures to act by any Reseller.