Dexero Sustainable Enterprise License (DSEL)
This DSEL is a legal agreement between You (either an individual or a single entity) and DEXERO INC. (DEXERO) for the DEXERO software that accompanies this DSEL. An amendment or addendum to this DSEL may accompany the software. YOU AGREE TO BE BOUND BY THE TERM OF THIS DSEL BY SELECTING THE “ACCEPT” BUTTON AT THE END OF THE DSEL, BY INSTALLING, COPYING OR USING THE SOFTWARE. IF YOU DO NOT AGREE DO NOT SELECT “ACCEPT” BUTTON, INSTALL, COPY OR USE THE SOFTWARE.
1. LICENCE GRANT
1.1. DEXERO hereby grants to You a non exclusive licence for research and development use and for commercial use of the Original Software and accompany Documentation according to sections 3 and 4 respectively. The Original Software and Documentation shall at all times remain the property of DEXERO and you have no right, title or interest therein, except as expressly set forth in this agreement.
2. DEFINITIONS
2.1. "Commercial Use" means any use of Original Software by You, alone or bundled with any other software or hardware, at the exclusion of any Test, Research and Development Use.
2.2. "Covered Software" means (a) the Original Software, or (b) Generic Developments, or (c) the combination of files containing Original Software with files containing Generic Developments, in each case including portions thereof.
2.3. "Documentation" means the user guide and instruction material if any, accompanying delivery of the Original Software as may be updated from time to time. Documentation may be delivered in printed and/or online form and in one or more languages.
2.4. "Executable" means the Covered Software in any form other than Source Code.
2.5. "Generic Developments" are defined as Modifications done at Your request by DEXERO as a contribution to the Original Software and identified as such on the DEXERO Order Forms signed by You. Once incorporated into the Original Software, Generic Developments are by nature subject to the terms of this License Agreement.
2.6. "Generic Elements" means, without limitation: software, modules, patches, bug fixes, API, ideas, methods, concepts, improvements, modifications and other information and materials developed by DEXERO before or during the execution of DEXERO Offering and relating to the Original Software.
2.7. "DEXERO Offering": Original Software and services proposed by DEXERO.
2.8. "Larger Work" means a work which combines Covered Software or portions thereof with code not governed by the terms of this License.
2.9. "License" means this Agreement.
2.10. "Licensable" means having the right to grant, to the maximum extent possible, whether at the time of the initial grant or subsequently acquired, any and all of the rights conveyed herein.
2.11. "Modifications" means the Source Code and Executable form of any of the following:
A. Any file that results from an addition to, deletion from or modification of the contents of a file containing Original Software or previous Modifications;
B. Any new file that contains any part of the Original Software or previous Modification; or
C. Any new file that is contributed or otherwise made available under the terms of this License.
2.12. "Original Software" means the Source Code, Executable and Generic Element of the Dexero Enterprise Edition software code that is released under this License.
2.13. "Source Code" means (a) the common form of computer software code in which modifications are made and (b) associated Documentation included in or with such code.
2.14. "Test, Research and Development Use" means use of the Original Software only for testing, researching and developing the Original Software and expressly excludes any distribution rights and use for direct or indirect commercial or strategic gain or advantage which is subject to execution of a purchase or reselling agreement by You.
2.15. "You" (or "Your") means an Individual or a legal entity exercising rights under, and complying with all of the terms of, this License. For legal entities, "You" includes any entity which controls, is controlled by, or is under common control with You. For purposes of this definition, "control" means (a) the power, direct or indirect, to cause the direction or management of such entity, whether by contract or otherwise, or (b) ownership of more than fifty percent (50%) of the outstanding shares or beneficial ownership of such entity.
2.16. “Server” is a physical computer (a hardware system) dedicated to running one Installation of the Original Software.
2.17. “Cluster Environment” means a group of servers and other resources that act like a single system and enable high availability and, in some cases, load balancing.
2.18. “Production Environment” means one server or a Cluster that are used, in whole or parts, for production/live purposes, i.e. is not exclusively used for development or testing of the Original Software.
3. LICENSE GRANTS FOR RESEARCH AND DEVELOPMENT USE
3.1. For each License grants for commercial use, DEXERO hereby grants You one (1) world-wide, royalty-free, non- exclusive Test, Research and Development license to use, modify, display, and perform the Original Software (or portions thereof), with or without Modifications, and/or as part of a Larger Work, for Test, Research and Development Use by You.
3.2. You shall use the license granted in section 3.1 only for internal operation. The use of the Original Software and Documentation is not permitted in Production environmental.
4. LICENSE GRANTS FOR COMMERCIAL USE
4.1. Conditioned upon the payment of the appropriate fee to DEXERO, the respect of this License terms and limited to the scope of Commercial Use, DEXERO hereby grants You a world-wide, non-exclusive license to use, display, perform the Original Software (or portions thereof), with or without Modifications, and/or as part of a Larger Work for Commercial Use.
4.2. Commercial Use of the Original Software is initially limited to the installation and use of a copy of the Original Software on one Server of a Production Environment.
4.3. You may install a copy of the Original Software on a Cluster Environment. You must obtain a license of the Original Software for each Server of the Cluster on which the Original Software is installed.
4.4. All Commercial Use requires the payment of a fee. This Agreement includes in Schedule 1 details of Your fees and payment schedule according to DEXERO Offering.
5. RESERVATION OF RIGHT AND OWNERSHIP
5.1. DEXERO reserves all rights not expressly granted to you in this DSEL. The Original Software is protected by copyright and other intellectual property laws and treaties. DEXERO or its suppliers own the title, copyright, and other intellectual property rights in the Original Software. The Original Software is licensed, not sold. This DSEL does not grant you any rights to trademarks or service marks of DEXERO.
6. ORIGINAL SOFTWARE TECHNICAL SERVICES
6.1. In the event that You has chosen to accept this DSEL, you may also choose to purchase technical services as described in Schedule II of this Agreement. Select the “Accept Button” in said Schedule II to choose between the different mode of technical services.
7. LIMITATIONS ON REVERSE ENGINEERING, DECOMPILATION, AND DISASSEMBLY
7.1. You may not reverse engineer, decompile, or disassemble the Original Software, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.
8. CONSENT TO USE OF DATA
8.1. You agree that DEXERO may collect and use technical information gathered as part of the product support services provided to You, if any, related to the Original Software. DEXERO may use this information solely to improve our products or to provide customized services or technologies to You and will not disclose this information in a form that personally identifies You.
9. EXPORT RESTRICTIONS
9.1. You acknowledge that the Original Software is subject to U.S. export jurisdiction. You agree to comply with all applicable international and national laws that apply to the Original Software, including the U.S. Export Administration Regulations, as well as end-user, end-use, and destination restrictions issued by U.S. and other governments.
10. COMMERCIAL DISTRIBUTION REQUIREMENT
10.1. Notwithstanding Section 4 of this Agreement, You may distribute copies for Commercial Use or integrate Original Software in a Larger Work under a license agreement which is consistent with Your rights and obligations under the License including with the fact that you need to pay fees to DEXERO for each copy of the Original Software you distribute for Commercial Use. You and DEXERO have to sign before the Distribution of the Larger work a specific Agreement.
11. AVAILIBILTY AND POTENTIAL MODIFICATIONS OF SOURCE CODE
11.1. Conditioned upon Your compliance with this License, DEXERO hereby grants You an access to the Original Software Source Code. The Modifications of the Source Code that You may create or to which You may contribute, are, by nature, governed by the terms of this License. DEXERO Offering (for example, support services) may not cover Modifications on the Original Software otherwise than those explicitly accepted by DEXERO in a specific agreement.
11.2. Notwithstanding Section 4 of this Agreement, DEXERO may optionally offer coverage on a Larger Work. Details of the related fees, payment schedule and scope of coverage have to be defined in a specific agreement signed between You and DEXERO.
12. PROTECTION MEASURES
You acknowledge and agree that the Original Software may contain verification and reporting functionality that allows the remote reporting of Your usage of the Original Software for the purpose of verifying Your compliance with the terms and conditions of Your Commercial Use License ("Verification"). You agree to cooperate and assist with Dexero's reasonable requests regarding the facilitation of such Verification, and You agree that it shall not (or allow any of its employees or any third party) directly or indirectly attempt to disable or remove such Verification functionality. In addition, Dexero may, at its expense, perform an audit of Your use of the Original Software to verify Your compliance with the terms and conditions of Your Commercial Use License. If Verification or an audit reveals that You are using the Original Software in violation of the Agreement and Your use of the Original Software granted herein, You agree to take all reasonable measures requested by Dexero to remedy such unauthorized use and to pay Dexero's reasonable expenses and retroactive license fees associated with Dexero's audit and Your unauthorized use. If You fail to take such measures within two (2) calendar days, Dexero may immediately terminate the license granted pursuant to the Agreement. In connection with such termination, all amounts owed to Dexero hereunder shall be immediately due and payable.
13. CONFIDENTIALITY
You and DEXERO agree to maintain the confidentiality of any proprietary information received by the other party during, or prior to entering into, this Agreement including non- public technical and business information for a period of four (4) years after the termination of this Agreement. This section shall not apply to any publicly available or independently developed information. The receiving party of any confidential information of the other party agrees not to use said confidential information for any purpose except as necessary to fulfill its obligations and exercise its rights under this Agreement. The receiving party shall protect the secrecy of and avoid disclosure and unauthorized use of the disclosing party's confidential information to the same degree that it takes to protect its own confidential information and in no event less than reasonable care.
14. DISCLAIMER OF WARRANTY
COVERED SOFTWARE AND TECHNICAL SERVICES ARE PROVIDED UNDER THIS LICENSE ON AN "AS IS" BASIS, WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES THAT THE COVERED SOFTWARE IS FREE OF DEFECTS, MERCHANTABLE, FIT FOR A PARTICULAR PURPOSE OR NON-INFRINGING. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE COVERED SOFTWARE IS WITH YOU. SHOULD ANY COVERED SOFTWARE PROVE DEFECTIVE IN ANY RESPECT, YOU ASSUME THE COST OF ANY NECESSARY SERVICING, REPAIR OR CORRECTION. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS LICENSE.
15. EXCLUSION OF INCIDENTAL, CONSEQUENTIAL AND CERTAIN OTHER DAMAGES.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL DEXERO OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT UNITED 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 OFGOOD 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 ORIGINAL SOFTWARE, THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT OR OTHER SERVICES, INFORMATON, SOFTWARE, AND RELATER CONTENT THROUGH THE ORIGINAL SOFTWARE OR OTHERWISE ARISING OUT OF THE USE OF THE ORIGINAL SOFTWARE, OR OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION OF THIS DSEL, EVEN IN THE EVENT OF THE FAULT, TORT (INCLUDING NEGLIGENCE), MISREPRESENTATION, STRICT LIABILITY, BREACH OF CONTRACT OR BREACH OF WARRANTY OF DEXERO OR ANY SUPLIER, AND EVEN IF DEXERO OR ANY SUPPLIER HAS BEEN ADVISED 0F THE POSSIBILITY OF SUCH DAMAGES.
16. TERMINATION
This License and the rights granted hereunder will terminate automatically if You fail to comply with terms herein and fail to cure such breach within 30 days of becoming aware of the breach. In such event you must destroy all copies of the Original Software. Provisions which, by their nature, must remain in effect beyond the termination of this License shall survive.
The Term of this License is subject to your compliance with the term of this License and the payment of the appropriate fee according to DEXERO Offering considering the Commercial Use of the Software.
17. MISCELLANEOUS
This License represents the complete agreement concerning subject matter hereof. If any provision of this License is held to be unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable. This License shall be governed by the law of the jurisdiction of the Province of Quebec, Canada, excluding such jurisdiction’s conflict-of-law provisions. Any litigation relating to this License shall be subject to the jurisdiction of the courts located in the jurisdiction of the Province of Quebec, Canada. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.
18. GENERIC DEVELOPMENT
18.1. If DEXERO accept a Generic Development, the form of compensation and the criteria applied are let to specific agreement between DEXERO and You.
