End User License Agreement

Pipeline Runner License Agreement

PLEASE READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY BEFORE DOWNLOADING, INSTALLING, OR USING THE SOFTWARE THAT ACCOMPANIES THIS LICENSE AGREEMENT, THE DELIVERY SERVICES THAT MAY BE USED TO PROVIDE ACCESS TO SUCH SOFTWARE, OR ANY ACCOMPANYING DOCUMENTATION (COLLECTIVELY, THE "SOFTWARE").

This End User License Agreement (EULA) is a legal agreement between you (either an individual or a single entity, the Licensee) and the owners of the intellectual property in the software product identified above (the Company), which includes computer software and any associated media and printed or published materials, and may include online or electronic documentation. By downloading, installing, copying, or otherwise using the software product, you agree to be bound by the terms of this EULA. If you do not agree to the terms of this Agreement, you are not authorised to use the software product.

The software is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The software product is licensed, not sold, and the company reserves all rights in the Software and any associated materials that is not expressly granted to you in this Agreement.

1. General

(a) The Licensee must have a license for every device on which it operates the software. The Licensee may run the Software on a network, provided that it has a license permitting use of the Software for each device on which the Software is executed and each additional device or user instance that can access and execute the Software over that network.

(b) The Licensee must maintain all copyright notices on all copies of the software product and on any documents or media output that it may generate.

(c) The exercise by either party of any of its remedies under this Agreement will be without prejudice to its other remedies whether under this Agreement or otherwise.

(d) All notices required or permitted to be sent by the Company under this Agreement will be in writing and delivered by email sent to the latest email address provided by the Licensee or its authorised representative, and in each instance will be deemed given upon receipt.

(e) The failure of either party to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that or any other provision.

(f) Any waiver, modification or amendment of any provision of this Agreement will be effective only if in writing and signed by authorized representatives of both parties.

(g) Nothing in this Agreement shall be construed to create a partnership, joint venture or agency relationship between the parties.

(h) Neither party will have the power to bind the other or to incur obligations on behalf of the other party without its prior written consent.

(i) If any provision of this Agreement is held to be unenforceable or invalid, that provision will be enforced to the maximum extent possible, and the other provisions will remain in full force and effect.

(j) This Agreement is the complete and exclusive understanding and agreement between the parties regarding its subject matter, and supersedes all proposals, understandings or communications between the parties, oral or written, regarding its subject matter, unless the Licensee and the Company have executed a separate agreement.

(k) Any terms or conditions contained in any purchase order or other purchasing document provided by the Licensee that are inconsistent with or in addition to the terms and conditions contained within this Agreement are hereby rejected by the Company and will be deemed null and void.

2. Licenses

At the sole discretion of the company and subject to full compliance with the terms and conditions of this Agreement, the Company may grant the Licensee a non-exclusive and non-transferable license to install and use solely in executable form the number of copies of the Software for which the Licensee has paid on the corresponding number of Devices owned or used by the Licensee, under one or more types of license, including but not limited to:

(a) 'Free For Non-Commercial Use' Licenses

At the sole discretion of the Company, it may from time to time make the software available without charge for the use of an individual solely for personal and non-commercial purposes on a single computer. Such a license will be granted solely on the representation and guarantee that the Licensee will use the software solely for non-commercial purposes. Use of the software under this type of license is permitted on the strict condition that any use as part of any trade, business or profession, or any other use that employs the user directly or indirectly or results in the receipt of any form of compensation, such uses including but not limited to building their own software or other products for sale or doing the same for an individual, a company, or other entity that employs the user, is expressly forbidden. In the event that the Licensee starts to use the software for any commercial purpose the free license will immediately and automatically terminate without further notice.

The Company reserves the right at its sole discretion to terminate any such license at any time and for any reason and has no obligation to provide any explanation of that reason. As soon as a license is terminated, whether automatically because of the actions of the licensee or user or upon notification by the Company for any reason, the Licensee must immediately cease using the software and destroy all copies unless the Company agrees to allow it to purchase an appropriate commercial license from those available at the time.

(b) Commercial Licenses

At the sole discretion of the Company, it may from time to time make the software available for commercial use in exchange for a license fee to be set by the Company. The main feature of a commercial license is that it permits the Licensee to use the software for the creation of commercial products or in connection with commercial endeavours which is strictly forbidden under the terms of any non-commercial license. The company may offer multiple choices, editions, or types of commercial license which may have differing capabilities and features. By purchasing a Commercial license and using the software the Licensee acknowledges that it is entitled only to the capabilities and features granted under that particular license, and that the Licensee understands and accept that the Company may use any methods including technological to ensure that the software is being used within the terms of the license granted.

Where the Licensee allows use of the licensed software by individuals associated with the Licensee including but not limited to employees, agents, or other individuals acting on behalf of the Licensee, the Licensee acknowledges and accepts that the actions of those individuals are its sole responsibility and that any breach of this Agreement by those individuals may result in the termination of the license, financial penalties, or both.

(c) Optional Software, Utilities, Beta Features and Beta Release Licenses

At the sole discretion of the company, it may make available to the Licensee optional software, including but not limited to utilities for supporting the usage of the main software, beta features that can be enabled within the Software or form part of the software, and beta releases of the software collectively referred to as Optional Software. Any Optional Software is ancillary to the initial license made available to the Licensee, and is not available for use without the original license or a renewal of that license. The Licensee acknowledges that if the original license or any subsequent license is terminated for any reason its license to use the Optional Software terminates at the same time and it must cease to use the Optional Software and destroy all copies in the same way as it must for the main software in the same circumstances. Unless an individual Optional Software item includes its own separate and specific terms and conditions, this agreement shall govern the use of Optional Software.

Any Optional Software is made available to the Licensee solely for its internal business purposes in support of an existing license to use the Software, and in the case of beta features and releases, for evaluation purposes. Optional Software may be provided as preview releases of new features and programs, as well as quick fixes for resolving specific issues, and whilst the Company will do its best to ensure that any Optional Software is created to the highest possible standard it is always possible that there could be undetected issues within the Optional Software. By installing or using any Optional Software the Licensee acknowledges and confirms that it understands that the use of the Optional Software could potentially present known or unknown risks and that in using the software it accepts those risks.

The Company strongly recommends that the Licensee back up all of its data prior to using Optional Software retrieved from any source. Notwithstanding anything to the contrary in this agreement, Optional Software is provided "as is", and does not carry any warranties or maintenance or support; similarly, in no event shall the Company be liable for any damage that may arise from the use of Optional Software even if the Company has been made aware of the possibility that such a problem may exist.

(d) License Extensions

At the sole discretion of the company and subject to the full compliance of the Licensee with the terms and conditions of this agreement, the company may grant the Licensee a non-exclusive and non-transferable license extension to permit it to install and use solely in executable form the number of copies of the Software for which the Licensee has paid on the corresponding number of Devices owned or used by the licensee in a manner not normally permitted under a standard license. License extensions may include, but are not limited to, the right to use the software on a specified number of computers in a specified location without specifying those computers specifically, or the right to temporarily install the software on computers that are not owned by the licensee for purposes such as providing commercial maintenance and support services to customers of the licensee.

In the event that the Licensee starts to use the software in a manner not permitted under the license or any extension to that license then that license and any license extension will immediately and automatically terminate without further notice. As soon as a license is terminated, whether automatically because of the actions of the Licensee or its users or upon notification by the Company, the Licensee must immediately cease using the software and destroy all copies.

3. License Term

Unless otherwise specified in the original Order Acknowledgement, Sales Invoice or Receipt or other applicable documentation supplied pursuant to the obtaining of a license whether or not a fee was paid, the initial term of the license will be one year from the date of order or date of Invoice. If for any reason no applicable documentation was issued but the software is still being used in compliance with these terms and conditions then the initial license period will commence from the date it was first downloaded or installed. Any use of the software without a valid license is specifically forbidden and may give rise to an audit and penalties as set out in clause 6 below.

At the end of the initial term (and any renewal term thereafter) the license will automatically terminate unless the licensee decides to renew their license which may require payment of any applicable license fees for each such renewal term. If the license is renewed, this Agreement will automatically apply to each additional successive term.

4. Specific Restrictions

The Licensee may not:

   translate, reverse engineer, decompile, disassemble, modify or adapt the Software or Documentation in any way.

   attempt to circumvent or otherwise remove or disable any of the technological licensing measures included in or used by the software.

   loan, rent, lease or grant a security interest in the Software or Documentation or otherwise transfer or assign the right to use them.

   make the functionality of the Software available to any third party by any means, including but not limited to uploading all or any portion of the Software or Documentation onto the Internet or, more generally, onto any computer network which can be accessed by unlicensed users.

   transfer, sub-license, lease, lend, rent or otherwise distribute the Software to any third party for any purpose, including but not limited to that of providing any computer repair, help desk, or troubleshooting services.

   use, allow a third party to use, sell or otherwise dispose of a previous version or copy of the Software after the Licensee has received a replacement or upgraded version as a replacement of the prior version, All copies of the prior version must be destroyed.

THE LICENSEE MAY NOT USE, COPY OR TRANSFER THE PROGRAM, OR ANY COPY, MODIFICATION OR MERGED PORTION OF THE PROGRAM, IN WHOLE OR IN PART, EXCEPT AS EXPRESSLY PROVIDED FOR IN THIS LICENSE OR ANY ASSOCIATED LICENSE EXTENSION. IF YOU TRANSFER POSSESSION OF ANY COPY, MODIFICATION OR MERGED PORTION OF THIS PROGRAM TO ANOTHER PARTY, YOUR LICENSE IS AUTOMATICALLY TERMINATED.

5. Software Activation

The license rights granted under this Agreement may be automatically limited to a set period or number of uses or other limitation after the first installation of the software, unless the Licensee supplies the necessary information required to activate the licensed copy at the point of purchase of the license. The Licensee may need to activate the Software to use it or continue to use it, and this activation may need to be conducted through the use of the Internet. Product activation is based on the exchange of information between your computer and the company. The information gathered is used solely for the purposes of uniquely identifying the computer on which the product is being run and to provide the license holder with tracking information. No data collected during this process will be shared by the Company with any third party.

There are technological measures in this Software that are designed to prevent unlicensed or illegal use of the Software. You agree that the Company may use those measures and you agree to follow any requirements regarding such technological measures. You understand and accept that you may need to activate the software in order to use it, and to reactivate the Software if you modify your computer hardware, alter the Software, or install the Software on another computer.

6. Audit Rights

During the term of this Agreement and for one (1) year thereafter the licensee must on reasonable prior notice permit the Company or its duly authorised representatives to audit its systems and access any account(s) associated with the Software in order to determine a) the number and type of Devices on which the software is installed and b) compliance with its obligations under this Agreement.

In the event that the audit identifies that the licensee has installed the software on a greater number of devices than permitted or has done so in a manner that requires a different type of license than that for which the licensee has paid, each of those instances is classified as an unlicensed installation. For each unlicensed installation the licensee will be liable for and agrees to pay as liquidated damages an amount equal to the fees that should have been paid for the same or closest then available software licenses based on the current price list as published by the Company at the time the breach is discovered and a license term equal to the greater of: (i) the period of time since the licensee began using the Software or (ii) twelve (12) months. Additionally, the licensee shall be liable for the total reasonable costs of the audit where any unlicensed installations are discovered. Where the audit confirms that the licensee is in compliance with its obligations under this Agreement, the Company shall bear the total costs it incurred in conducting the audit.

7. Prohibited Uses

While using the software the Licensee agrees not to directly or indirectly use the Software or assist others in using the software for any purpose that is or may be unlawful or illegal, in violation of the rights of a third party including privacy and property rights, and harassing harming or attempting to harm others. The Company may suspend or terminate any license where it deems it necessary to prevent or terminate any prohibited use or violation of law. Such suspension shall not pause the license term or prevent it from terminating, nor entitle the Licensee to any form of refund.

8. Updates

At its sole discretion the Company may from time to time provide updates to the Software, but has no obligation to do so. The Licensee is strongly advised to update the Software regularly, and to set it to update automatically if that feature is available in your version of the Software.

If the Licensee is a paying customer with a current subscription purchased from the Company or an authorized reseller, we will make available to it at no additional cost the standard updates, maintenance, and support that we make generally available to all paying subscribers from time to time. Nothing in this Agreement entitles the Licensee to receive any support, maintenance, updates, content or new versions of the Software, unless it is a paying customer with a current subscription purchased from the Company or an authorized reseller. The Licensee acknowledges that it understands and agrees that its purchase is not contingent on the delivery of any future functionality or features, or dependent upon any oral or written public comments made by the Company about possible future functionality or features.

The Company reserves the right to make any updates, additional content or features made available in the future chargeable or to require separate payment or the purchase of a separate license or subscription for those features at any time.

At its sole discretion the Company may cease providing, updating, maintaining or supporting the Software for any reason including but not limited to changes in demand, legislative changes, or other circumstances that make it financially, technically, or otherwise impractical to continue to market the software.

9. Privacy Policy

By entering into this Agreement you accept the terms of the privacy policy of the Company as updated from time to time, the latest version of which can always be found at https://www.pipelinerunner.com/privacy/ Information concerning when and how data may be collected by the Company and how it may be used is contained within in the Privacy Policy.

10. Limitation of Liability

THE TOTAL LIABILITY TO THE LICENSEE FROM ALL CAUSES OF ACTION AND UNDER ALL THEORIES OF LIABILITY WILL BE LIMITED TO AMOUNTS PAID BY THE LICENSEE TO THE COMPANY FOR THE USE OF THE SOFTWARE DURING THE 12 MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM.

IN NO EVENT WILL THE COMPANY BE LIABLE TO THE LICENSEE FOR ANY SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF DATA, BUSINESS, PROFITS OR ABILITY TO TRADE) OR FOR THE COST OF PROCURING SUBSTITUTE PRODUCTS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OF, INABILITY TO USE, OR PERFORMANCE OF THE SOFTWARE, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. THE FOREGOING LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED IN ITS ESSENTIAL PURPOSE.

Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages, so the above limitation or exclusion of liability may not apply to you.

11. Feedback

If the Licensee or anyone acting on behalf of the Licensee provides any ideas, suggestions, or recommendations regarding the Software, collectively known as Feedback, the Company will be free to use, disclose, reproduce, license or otherwise distribute, and exploit such Feedback as it sees fit, entirely without obligation or restriction of any kind. By providing Feedback, the Licensee grants the Company a worldwide, perpetual, irrevocable, sub-licenseable, fully-paid and royalty-free license to use and exploit in any manner such Feedback. If you are using the Company Software in a business or for business purposes, you grant the Company the right to use your trade name (and the corresponding trademark or logo) on the the Company website and marketing materials to identify you as a customer.