SAWMILL ANALYTICS LICENSE AGREEMENT
 

THIS IS A LEGAL AGREEMENT BETWEEN YOU EITHER AN INDIVIDUAL OR AN ENTITY ("LICENSEE") AND SAWMILL ANALYTICS (SAWMILL ANALYTICS). BY INSTALLING OR USING THE LICENSED PRODUCT LICENSEE AGREES TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT("AGREEMENT"). IF LICENSEE DOES NOT AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT DO NOT CONTINUE THE INSTALLATION PROCESS, IMMEDIATELY DELETE ALL DOWNLOADED FILES OF THE ACCOMPANYING SOFTWARE FROM LICENSEE’S COMPUTER SYSTEM AND/OR PROMPTLY RETURN THE MEDIA TOGETHER WITH ALL ASSOCIATED MATERIALS TO SAWMILL ANALYTICS OR TO THE SUPPLIER FROM WHOM LICENSEE OBTAINED IT FOR A FULL REFUND. ANY VARIATIONS TO THIS AGREEMENT MUST BE IN WRITING BY SAWMILL ANALYTICS.

THE LICENSED PRODUCT is defined as any product or products supplied by Sawmill Analytics. Licensed Product may consist of all or some of the following items: a) software programs ("Software") b) related user documentation ("Documentation") c) updates thereof to either the Software or to the Documentation, d) Activation Keys to enable the Software or Updates including any additional Activation Keys (add-ons) that may be purchased by Licensee from time to time to extend the functionality of the Licensed Product. This definition of Licensed Product applies to all products supplied by Sawmill Analytics howsoever the constituent items are delivered to Licensee, including by electronic delivery.

GRANT OF LICENSE TO END USER. Sawmill Analytics grants to Licensee the following non-exclusive rights with respect to the Licensed Product. Licensee may: (a) use one copy of the Licensed Product on a single computer, b) provide reports on his own log data to employees of Licensee’s organisation, c) make one copy of the Licensed Product for backup or archival purposes as defined herein, d) print one paper copy of the Documentation if Licensed Product is received electronically, e) modify the user interface and statistics screens as defined herein in paragraph titled ‘RIGHTS TO MODIFY’. Licensee is prohibited from processing log data supplied owned or generated by a third party or the actions of a third party and of supplying reports to a third party person or organisation not employed directly by Licensee or majority owned by Licensee.

GRANT OF LICENSE TO SERVICE PROVIDER. In addition to the rights granted to end users herein Sawmill Analytics grants to Licensee as a Service Provider the following non-exclusive rights. Licensee may: a) use one copy of the Licensed Product on a single computer, b) analyse log file data provided owned or generated by third parties, c) provide reports on same log file data to said third parties, d) make one copy of the Licensed Product for backup or archival purposes as provided for herein; (e) print one paper copy of the Documentation if Licensed Product is received electronically, (f) modify the user interface and statistics screens as defined herein in paragraph titled ‘RIGHTS TO MODIFY’.

RIGHTS TO MODIFY. Under this Agreement Licensee is granted restricted rights to modify the look and feel of the Licensed Product and the reports it produces. The extent of these rights is determined by the ability of the Licensed Product to facilitate said changes. This grant of rights excludes any rights to modify the proprietary notices placed on or in the Product to include any product logos placed by Sawmill Analytics, copyright notices etc. Said proprietary notices and product logos must remain visible at all times and be in the same location and to the same size colour and design as originally placed in the product.

RESTRICTIONS. Licensee may NOT do any of the following without the express written permission of Sawmill Analytics: (a) use or copy the Licensed Product except as provided for herein; (b) rent lease or loan the Licensed Product to a third party; (c) modify, adapt, or translate the Licensed Product in whole or in part except as provided for herein; (d) reverse engineer decompile or disassemble the Software, e) modify replace or add any item of graphics or text into the Licensed Product or the User Interface screens except as provided for herein, or f) sell or offer to sell a modified, renamed or re-branded version of the Licensed Product.

SOFTWARE DELIVERY AND BACK-UP. Licensee may make a second copy of the Licensed Product exclusively for the purpose of backup or archive. This grant and this restriction apply howsoever the Licensed Product is received by Licensee, whether by download, electronic delivery, or as media via regular mail or post. Licensee may not use the second copy on another computer or provide it to another user under any circumstances whatsoever.

OWNERSHIP & COPYRIGHT. Title ownership rights and intellectual property rights in and to the Licensed Product and all copies thereof shall remain in and with Sawmill Analytics including any modifications to Licensed Product allowed under this Agreement. The Licensed Product is copyrighted and protected by international treaty provisions. Licensee agrees (a) not to remove any copyright or other proprietary notices from the Licensed Product, (b) to reproduce all such notices on any authorized copies Licensee makes, and (c) to use best efforts to prevent any unauthorized copying of the Licensed Product.

LIMITED WARRANTY. For a period of thirty (30) days from the date Licensee receives the Licensed Product Sawmill Analytics warrants that: (a) the media on which the Licensed Product is distributed will be free from defects in material and workmanship under normal use; and (b) the Software will conform substantially to the Documentation. Sawmill Analytics does not warrant or represent that the functions contained in the Licensed Product will meet Licensee's requirements or that the operation of the Licensed Product will be uninterrupted or error free. In the case of defective media Sawmill Analytics’ entire liability and Licensee’s exclusive remedy will be the replacement of the media. If within thirty (30) days from the date Licensee receives the Licensed Product Licensee gives Sawmill Analytics a written description of a significant reproducible error where the Software does not conform to the Documentation Sawmill Analytics’ entire liability and Licensee’s exclusive remedy will be that Sawmill Analytics will, at its sole discretion, provide Licensee with either: (a) corrective or workaround instructions; (b) corrections to the nonconforming Software and/or Documentation; or (c) a refund of Licensee’s license fee. If the license fee is refunded, this Agreement will terminate immediately. This Limited Warranty extends only to the original recipient of the Licensed Product, and is void if failure of the Licensed Product has resulted from accident, abuse, or misapplication. Any replacement item will be warranted for the remainder of the original warranty period or thirty (30) days, whichever is longer.

NO OTHER WARRANTIES. EXCEPT FOR THE LIMITED WARRANTY PROVIDED ABOVE, THE LICENSED PRODUCT IS PROVIDED "AS IS". SAWMILL ANALYTICS DISCLAIMS ALL OTHER WARRANTIES EXPRESS OR IMPLIED INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. THIS LIMITED WARRANTY GIVES LICENSEE SPECIFIC LEGAL RIGHTS. LICENSEE MAY HAVE OTHER RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION.

LIMITATION OF LIABILITY . REGARDLESS OF WHETHER ANY EXCLUSIVE REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE, IN NO EVENT WILL SAWMILL ANALYTICS BE LIABLE TO LICENSEE OR ANY THIRD PARTY FOR ANY DIRECT INDIRECT SPECIAL INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF REVENUES, PROFITS, DATA, BUSINESS INTERRUPTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES ARISING OUT OF THE USE OF OR INABILITY TO USE THE LICENSED PRODUCT EVEN IF SAWMILL ANALYTICS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO LICENSEE. IN NO EVENT WILL SAWMILL ANALYTICS’ LIABILITY TO LICENSEE OR ANY THIRD PARTY EXCEED THE LICENSE FEE PAID BY LICENSEE FOR THE LICENSED PRODUCT.

TERM & TERMINATION. This Agreement is effective on the date Licensee downloads the Software or installs the Software from the media and will remain in effect until terminated. Licensee may terminate this Agreement at any time. This Agreement will automatically terminate without prior notice upon the occurrence of either of the following events: a) the fee paid by the Licensee in respect of the License is refunded for whatever reason, or b) Licensee fails to comply with any provision of this Agreement. Upon termination of this Agreement as allowed herein Licensee will: a) cease all use of the Licensed Product; b) destroy or return to Sawmill Analytics the original and all copies of the Licensed Product; and c) delete the Licensed Product from all computers on which it was resident. All disclaimers of warranties and limitation of liability set forth in this Agreement will survive termination of this Agreement.

EXPORT ASSURANCE. Licensee agrees and certifies that none of the Software, Documentation, underlying information or technology, or any direct products thereof, will be downloaded or otherwise exported or re-exported (i) into, or used by a national or resident of, Cuba, Iran, Iraq, Libya, North Korea or any other country to which the United States embargoes goods, or (ii) to the Bosnian Serbs or to anyone on the United States Treasury Department’s list of Specially Designated Nationals or the United States Department of Commerce’s Table of Deny Orders. By downloading or using the Licensed Product, Licensee represents and warrants that Licensee is not located in, under the control of, or a national or resident of any such country or on any such list.

GOVERNMENT RESTRICTED RIGHTS. The Licensed Product is provided with RESTRICTED RIGHTS. Use, duplication, or disclosure by the United States Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of the Commercial Computer Software - Restricted Rights clause at 48 CFR 52.227-19, as applicable.

GENERAL. This Agreement is governed by and interpreted in accordance with the laws of England. This Agreement represents the complete agreement and understanding between the parties relating to this license for the Licensed Product and supersedes all prior agreements, communications, proposals and representations between the parties and prevails over any conflicting or additional terms of any quote, order, acknowledgment or similar communication. This Agreement may only be modified by license addendum which accompanies this License or by a written document signed by both parties. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law that provision will be enforced to the maximum extent permissible and the remaining provisions of this Agreement will remain in full force and effect.

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