Agreement for Free Trials of On premise Software

If you start a free trial of any EntIT Software LLC software that is to be installed on computers physically located on your site, the following terms apply:

This license agreement (the “Agreement”) states the terms between you ("You" or "Your") and EntIT Software LLC and its affiliates and subsidiaries (“EntIT”) for the software that You download from EntIT’s website (the "Software"). By downloading, copying, or using the Software You agree to this Agreement. If You do not agree to be bound by the terms of this Agreement, do not click on "I Agree" below and do not download, install, copy, or use the Software.

  1. Terms. This Agreement includes supporting terms and information referenced by EntIT, which may be software license information, additional license authorizations, software specifications, published warranties, supplier terms, open source software licenses and similar content (“Supporting Material”). Additional license authorizations are available at: https://software.microfocus.com/about/software-licensing.
  2. Authorization. If You agree to this Agreement on behalf of another person or entity, You warrant You have authority to do so. This Agreement will be enforceable against You and any entity for which You download, install or use the Product.
  3. Consumer Rights. If You obtained the Software as a consumer, nothing in this Agreement affects Your statutory rights.
  4. License Grant. As long as You comply with this Agreement, EntIT grants You a non-exclusive non-transferable license to use one copy of the version or release of the Software only for Your organization’s internal purposes; such use is subject to any specific software licensing information located in the Software product or its Supporting Material.

    Your use is subject to the following restrictions, unless specifically allowed in Supporting Material:

    You may not use software to provide services to third parties.

    You may not distribute, resell, share or sublicense software to third parties.

    You may not download and use patches, enhancements, bug fixes, or similar updates unless You have a license to the underlying software. Such license does not give You a right to receive such updates.

    You may not copy the Software or make it available on a public or external distributed network.

    You may not allow access on an Intranet unless it is restricted to authorized users.

    You may copy the Software for archival purposes or when it is an essential step in authorized use so long as You retain any product identification, trademark, copyright or other notices in the Software.

    You may not modify, reverse engineer, disassemble, decrypt, decompile or make derivative works of the Software. If You have a right to do so under law, You must first inform EntIT in writing about such modifications.

    You may not disclose to any third party performance information or analysis (including, without limitation, benchmarks and performance tests) from any source relating to the Software;

    You may not use the Software in a manner inconsistent with the authorizations and restrictions for the specific Software.

  5. Remote Monitoring. Some software may require keys or other technical protection measures and EntIT may monitor Your compliance with the Agreement, remotely or otherwise. If EntIT makes a license management program for recording and reporting license usage information, You will use such program no later than 180 days from the date it is made available.

  6. Ownership. No transfer of ownership of any intellectual property in the Software and any derivative works thereof will occur under this Agreement. All rights not granted are reserved.
  7. Disclaimer of Warranties. THE SOFTWARE AND ALL RELATED COMPONENTS ARE PROVIDED "AS IS." TO THE FULL EXTENT PERMITTED BY LAW, EntIT AND ITS SUPPLIERS MAKE NO OTHER WARRANTIES, CONDITIONS, REPRESENTATIONS OR UNDERTAKINGS, EXPRESS OR IMPLIED, STATUTORY, LEGAL OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF QUALITY, MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, AND ANY OTHER WARRANTIES ARISING OUT OF COURSE OF DEALING, USAGE OR TRADE.
  8. Intellectual Property Rights Infringement. EntIT will defend and/or settle any claims against You that allege that EntIT-branded software as supplied under this Agreement infringes the intellectual property rights of a third party. EntIT will rely on Your prompt notification of the claim and cooperation with our defense. EntIT may modify the software so as to be non-infringing and materially equivalent, or we may procure a license. If these options are not available, we will refund to You the amount paid for the affected product in the first year or the depreciated value thereafter. EntIT is not responsible for claims resulting from any unauthorized use of the software.
  9. Limitation of Liability. EntIT’s liability to You under this Agreement is limited to the amount actually paid by You to EntIT for the relevant software, except for amounts in Section 9 (“Intellectual Property Rights Infringement”). Neither You nor EntIT will be liable for lost revenues or profits, downtime costs, loss or damage to data or indirect, special or consequential costs or damages. This provision does not limit either party’s liability for: unauthorized use of intellectual property, death or bodily injury caused by its negligence; acts of fraud; willful repudiation of the Agreement; or any liability that may not be excluded or limited by applicable law.
  10. Evaluation Software.

    a. If you are downloading the evaluation copy of the Software (“Evaluation Software”), Section 4 (“License Grant”) is modified by deleting the authorization for internal use and limiting the authorization for the sole purpose of internally testing and evaluating the Software and test results.

    b. The term of the Evaluation Software (“Term”) is specified in the chart below.

    c. Evaluation Software Specific Term and Use Restrictions. Your use of the Evaluation Software is restricted to the terms set forth in the product information.

  11. Termination. This Agreement is effective until terminated or in the case of a limited-term license, upon expiration; however, Your rights under this Agreement terminate if You fail to comply with it. Immediately upon termination or expiration, You will destroy the software and documentation and any copies, or return to them to EntIT. You may keep one copy of software and documentation for archival purposes. We may ask You to certify in writing that You have complied with this section. Section 7 (“Disclaimer of Warranties”), Section 8 (“Intellectual Property Rights Infringement”), Section 9 (”Limitation of Liability), this termination provision, and Section 125(“Audit”) each survive termination.
  12. Assignment. You may not assign this Agreement without prior written consent of EntIT, payment of transfer fees and compliance with EntIT’s software license transfer policies. Authorized assignments will terminate Your license to the software and You must deliver software and documentation and copies thereof to the assignee. You must first obtain the assignee’s agreement in writing to comply with this Agreement. You may only transfer firmware if You transfer associated hardware.
  13. U.S. Government. If the software is licensed to You for use in the performance of a U.S. Government prime contract or subcontract, You agree that, consistent with FAR 12.211 and 12.212, commercial computer software, computer software documentation and technical data for commercial items are licensed under EntIT’s standard commercial license.
  14. Global Trade Compliance. You agree to comply with the trade-related laws and regulations of the U.S. and other national governments. If you export, import or otherwise transfer products provided under this Agreement, you will be responsible for obtaining any required export or import authorizations. You confirm that you are not located in a country that is subject to trade control sanctions (currently Cuba, Iran, N. Korea, N. Sudan, and Syria) and further agree that you will not retransfer the products to any such country. EntIT may suspend its performance under this Agreement to the extent required by laws applicable to either party.
  15. Audit. EntIT may audit You for compliance with the software license terms. Upon reasonable notice, EntIT may conduct an audit during normal business hours (with the audit cost at EntIT’s expense). If an audit reveals underpayments then You will promptly pay to EntIT such underpayments. If underpayments exceed five (5) percent, You will reimburse EntIT for the audit costs.
  16. Governing Law. This Agreement will be governed by the laws of the state of California, U.S.A., excluding rules as to choice and conflicts of law. You and EntIT agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply.
  17. Force Majeure. Neither party will be liable for performance delays or for non-performance due to causes beyond its reasonable control, except for payment obligations.
  18. Entire Agreement. This Agreement represents the entire understanding with respect to its subject matter and supersedes any previous communication or agreements that may exist. Modifications to the Agreement will be made only through a written amendment signed by both parties. If EntIT doesn’t exercise its rights under this Agreement, such delay is not a waiver of its rights.
  19. Australian Consumers. If you acquired the software as a consumer within the meaning of the 'Australian Consumer Law' under the Australian Competition and Consumer Act 2010 (Cth) then despite any other provision of this Agreement, the terms at this URL apply: https://software.microfocus.com/about/software-licensing.
release-rel-2018-8-1-890 | Wed Aug 1 11:40:50 PDT 2018
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release/rel-2018-8-1-890
Wed Aug 1 11:40:50 PDT 2018