Licensing

END USER LICENSE AGREEMENT (EULA) FOR TRILEAD SOFTWARE

Product: "Trilead VM Explorer"

IMPORTANT - PLEASE READ CAREFULLY:

By installing, copying, downloading or using the Software Product (as defined below), the Customer (defined below) agrees to be bound by the terms of this agreement, so called EULA. If the Customer does not agree to the terms of this EULA, then the Customer shall not install, access or use the Software Product. Furthermore, if any national law which may be applicable prohibits the cryptographic functionality of Software, the Customer agrees to not use it if it amounts to an unlawful conduct. This TRILEAD End-User License Agreement (hereinafter referred to “EULA”) is a legal agreement between you (hereinafter referred to as “Customer”) and Trilead AG, located in Zurich, Switzerland (hereinafter referred to as “Trilead”), for the TRILEAD software product (which is used for Backup and Management of Virtual Server Infrastructure) and any related documentation (the “Software Product”). The Software Product may also include any software updates and add-on components and related web services which are not governed by separate terms. All of them are exclusively governed by this EULA. The Software Product is solely distributed for use by authorized end users according to the terms of the EULA.

1. GRANT OF A LIMITED USE LICENSE

1.1. Title and Intellectual property: The Software Product is protected by international and national intellectual property laws. All title and copyrights and other intellectual property rights regarding the Software Product are owned by TRILEAD or its (third party-)suppliers. The Customer accepts that all rights to the Software Product and its designation including - but not limited to - any trademarks, patents, intellectual property or licence rights or any other rights or comparable legal positions belong exclusively to TRILEAD and that the Customer shall not use these rights without prior, explicit written consent of TRILEAD or - if applicable - its (third party-)suppliers.
1.2. License: The Software Product is licensed, not sold. Thus, the Customer may not rent, lease or lend to third parties with the Software Product. If the Customer transfers his rights under the EULA, he shall make sure that the recipient agrees to the terms of the EULA. If the Customer agrees to this License Agreement, the Software Product will be installed onto your computer.
1.3. Use Software Product: The Customer may install and use one copy of the Software Product on a single computer. The Customer is also allowed to install a copy of the Software Product on a network server. However, in such case, the Customer is required to acquire a separate license for each computer from which the Software Product is accessed and/or used.
1.4. Modification of the Source Code of the Software Product: The Customer may not modify the Source Code of the Software Product through - but not limited to - disassembling, reverse engineering or otherwise decompiling the Software Product.
1.5. License Key and activation: In order to use the Software Product under this EULA, the Customer is required to activate each installed copy of the Software Product with a Full License Key that is assigned by TRILEAD directly to the Customer. Besides, License Keys issued by TRILEAD which have an expiration date are intended for an evaluation of the Product Software only. After the evaluation period ends, the Product Software will only be available to the Customer with limited functionality. The Customer has no further rights under this EULA when using a License Key with an expiration date.
1.6. Support Services under EULA terms: TRILEAD may provide the Customer with support services related to the Software Product. However, there is no obligation of TRILEAD in doing so. All support granted for the Software Product are subject to this EULA if no other agreement has been made between TRILEAD and the Customer.
1.7. Updates: In order to install and use updates of the Software Product, which are also governed by the terms of this EULA, a Full License Key is required. Furthermore, the support option specified in the license key determines whether the customer is eligible to install a particular update. All updates must be purchased separately in order to install or use them. However, there is no obligation from TRILEAD to provide updates.
1.8. Export restrictions: The Customer acknowledge that the Software Product is subject to Swiss export jurisdiction. The Customer further acknowledges that the Software Product includes cryptographic functionality. The Customer agrees to comply with all applicable international and national laws that apply to the Software Product, including Swiss Export Regulations (see SECO for further information), and further destination restrictions issued by the relevant governments.
1.9. Reservation of Rights: All rights not expressly granted are reserved by TRILEAD.
1.10. Termination and breach of EULA: TRILEAD may terminate this EULA if the Customer fails to comply with the terms as set out in this EULA. In such event, the Customer may not use any longer the Software Product and is required to uninstall all Software Products and destroy any copies thereof.

2. APPLICABLE LAW AND VENUE

This EULA is exclusively governed by the laws of Switzerland (excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG)), unless expressly prohibited by local law. The exclusive venue for any disputes arising out of the relationship between TRILEAD and Customer is the competent Court in Zurich/Switzerland.

3. DISCLAIMER OF WARRANTIES/ EXCLUSION OF OTHER DAMAGES

3.1. DISCLAIMER OF WARRANTIES: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TRILEAD AND ITS SUPPLIERS PROVIDE THE SOFTWARE PRODUCT AND SUPPORT SERVICES AS IS AND WITH ALL FAULTS, AND HEREBY DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES, DUTIES OR CONDITIONS OF MERCHANTABILITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY OR COMPLETENESS OF RESPONSES, OF RESULTS, OF WORKMANLIKE EFFORT, OF LACK OF VIRUSES, AND OF LACK OF NEGLIGENCE, ALL WITH REGARD TO THE SOFTWARE PRODUCT, AND THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES.
3.2. EXCLUSION OF OTHER DAMAGES: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL TRILEAD OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS OR CONFIDENTIAL OR OTHER INFORMATION, FOR BUSINESS INTERRUPTION, FOR PERSONAL INJURY, FOR LOSS OF PRIVACY, FOR FAILURE TO MEET ANY DUTY INCLUDING OF GOOD FAITH OR OF REASONABLE CARE, FOR NEGLIGENCE, AND FOR ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE SOFTWARE PRODUCT, THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES, OR OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION OF THIS EULA, EVEN IN THE EVENT OF THE FAULT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF CONTRACT OR BREACH OF WARRANTY OF TRILEAD OR ANY SUPPLIER, AND EVEN IF TRILEAD OR ANY SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
3.3. LIMITATION OF LIABILITY AND REMEDIES: NOTWITHSTANDING ANY DAMAGES THAT THE CUSTOMER MIGHT INCUR FOR ANY REASON WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ALL DAMAGES REFERENCED ABOVE AND ALL DIRECT OR GENERAL DAMAGES), THE ENTIRE LIABILITY OF TRILEAD AND ANY OF ITS SUPPLIERS UNDER ANY PROVISION OF THIS EULA AND THE CUSTOMER'S EXCLUSIVE REMEDY FOR ALL OF THE FOREGOING (EXCEPT FOR ANY REMEDY OF REPAIR OR REPLACEMENT ELECTED BY TRILEAD WITH RESPECT TO ANY BREACH OF THE LIMITED WARRANTY) SHALL BE LIMITED TO THE GREATER OF THE AMOUNT ACTUALLY PAID BY THE CUSTOMER FOR THE SOFTWARE PRODUCT OR SWISS FRANCS CHF 1. THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE.

4. ENTIRE AGREEMENT/ SEVERABILITY

4.1. ENTIRE AGREEMENT: This EULA (including any addendum or amendment to this EULA which is included with the Software Product) is the entire agreement between the Customer and TRILEAD relating to the Software 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 Software Product or any other subject matter covered by this EULA. To the extent the terms of any TRILEAD policies or programs for support services conflict with the terms of this EULA, the terms of this EULA shall control. Should the Customer have any questions concerning this EULA, or if the Customer desires to contact TRILEAD for any reason, then he shall write to Trilead AG, Goldigerhof 1, CH-8852 Altendorf, Switzerland.
4.2. SEVERABILITY: The Customer and TRILEAD agree that if any portion of the EULA is found illegal or unenforceable, that portion shall be severed and the remainder of the Section shall be given full force and effect. If any provision of this Agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this Agreement and shall not affect the validity and enforceability of any remaining provisions.