BUGLESS::ARCHIVE COMMERCIAL LICENSE AGREEMENT Agreement version 1.0.0

IMPORTANT-READ CAREFULLY:

  1. This Bugless End-User License Agreement ("Agreement") is a legal agreement between you (either an individual or a legal entity) ("Licensee") and Bugless Software Development Ltd. ("Bugless") for the Bugless software product(s) accompanying this Agreement, which include(s) computer software and may include "online" or electronic documentation, associated media, and printed materials, including the source code, example programs and the documentation ("Licensed Software").
  2. The Licensed Software is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The Licensed Software is licensed, not sold.
  3. By installing, copying, or otherwise using the Licensed Software, Licensee agrees to be bound by the terms of this Agreement. If Licensee does not agree to the terms of this Agreement, Licensee may not install, copy, or otherwise use the Licensed Software. Licensee may, however, return it to Licensee's place of purchase within 14 days of purchase for a full refund. In addition, by installing, copying, or otherwise using any updates or other components of the Licensed Software that Licensee receives separately as part of the Licensed Software ("Updates"), Licensee agrees to be bound by any additional license terms that accompany such Updates. If Licensee does not agree to the additional license terms that accompany such Updates, Licensee may not install, copy, or otherwise use such Updates.
  4. Upon Licensee's acceptance of the terms and conditions of this Agreement, Bugless grants Licensee the right to use the Licensed Software in the manner provided below.
  5. Bugless grants to Licensee a non-exclusive, non-transferable, perpetual license to make, use and modify copies of the Licensed Software for the maximum number of named individuals within Licensee's organization ("Named User"(s)) specified in the License Certificate for the sole purposes of designing, developing, and testing Licensee's software product(s), which may include the Licensed Software ("Applications"). Modified Licensed Software shall be considered as Licensed Software for the purposes of this Agreement.
  6. Licensee may install copies of the Licensed Software on an unlimited number of computers provided that only the Named Users use the Licensed Software. Licensee may at any time designate another Named User within Licensee's organization to replace a then-current Named User by notifying Bugless, provided that a) the then-current Named User has not been designated as a replacement during the last six (6) months; and b) there is no more than the specified number of Named Users at any given time.
  7. Verification: Bugless or a certified auditor on Bugless's behalf, may, upon its reasonable request and at its expense, audit Licensee with respect to the use of the Licensed Software. Any such audit shall be conducted during regular business hours at Licensee's facilities and shall not unreasonably interfere with Licensee's business activities. Bugless will not remove, copy, or redistribute any electronic material during the course of an audit. Licensee does not implicitly grant Bugless any form of license agreement. If an audit reveals that Licensee is using the Licensed Software in a way that is in material violation of the terms of the Agreement, then Licensee shall pay Bugless's reasonable costs of conducting the audit. In the case of a material violation, Licensee agrees to pay Bugless any amounts owing that are attributable to the unauthorized use. In the alternative, Bugless reserves the right, at Bugless's sole option, to terminate the licenses for the Licensed Software.
  8. The Licensed Software may provide links to third party libraries or code (collectively "Third Party Libraries") to implement various functions. Third Party Libraries do not comprise part of the Licensed Software. In some cases, access to Third Party Libraries may be included along with the Licensed Software delivery as a convenience for development and testing only. Such source code and libraries as are or may be listed in the source tree delivered with the Licensed Software, as may be amended from time to time, do not comprise the Licensed Software. Licensee acknowledges (1) that some Third Party Libraries may require additional licensing of copyright and patents from the owners of such, and (2) that distribution of any of the Licensed Software referencing any portion of a Third Party Library may require appropriate licensing from such third parties.

    9. GENERAL TERMS THAT APPLY TO APPLICATIONS AND REDISTRIBUTABLES

  9. Bugless grants Licensee a nonexclusive, royalty-free right to reproduce and distribute the object code form of certain portions of the Licensed Software ("Redistributables"), as specified in Appendix 1, for execution on any operating system of a type listed in the License Certificate ("Platforms"). Copies of Redistributables may only be distributed with and for the sole purpose of executing Applications permitted under this Agreement that Licensee has created using the Licensed Software. Under no circumstances may any copies of Redistributables be distributed separately.
  10. The license granted in this Agreement for Licensee to create Applications and distribute them and the Redistributables (if any) to Licensee's customers is subject to all of the following conditions: (i) all copies of the Applications Licensee creates must bear a valid copyright notice, either Licensee's own or the copyright notice that appears on the Licensed Software; (ii) Licensee may not remove or alter any copyright, trademark or other proprietary rights notice contained in any portion of the Licensed Software; (iii) Redistributables, if any, shall be licensed to Licensee's customer "as is"; (iv) Licensee will indemnify and hold Bugless, its related companies and its suppliers, harmless from and against any claims or liabilities arising out of the use, reproduction or distribution of Applications; (v) Applications must be developed using a licensed, registered copy of the Licensed Software; (vi) Applications must add primary and substantial functionality to the Licensed Software; (vii) Applications may not pass on functionality which in any way makes it possible for others to create software with the Licensed Software; (viii) Applications may not compete with the Licensed Software; (ix) Licensee may not use Bugless's or any of its suppliers' names, logos, or trademarks to market Application(s), except to state that Application was developed using the Licensed Software.
    11. NOTE: The Open Source Edition is licensed under the terms of the GPL and not under this Agreement. If Licensee has, at any time, developed all (or any portions of) the Application(s) using Bugless's publicly licensed Open Source Edition, Licensee must comply with Bugless's requirements and license such Application(s) (or any portions derived there from) under the terms of the Free Software Foundation's GNU General Public License version 2 (the "GPL") a copy of which is located at http://www.gnu.org/copyleft/gpl.html#SEC1 (i.e., any Product(s) and/or parts, components, portions thereof developed using GPL licensed software, including the Open Source Edition, must be licensed under the terms of the GPL, and the GPL-based source code must be made available upon request).
  11. Warranty Disclaimer: The Licensed Software is licensed to Licensee "as is". To the maximum extent permitted by applicable law, Bugless on behalf of itself and its suppliers, disclaims all warranties and conditions, either express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, title and non-infringement with regard to the Licensed Software.
  12. Limitation of Liability: If, Bugless's warranty disclaimer notwithstanding, Bugless is held liable to Licensee, whether in contract, tort or any other legal theory, based on the Licensed Software, Bugless's entire liability to Licensee and Licensee's exclusive remedy shall be, at Bugless's option, either (A) return of the price Licensee paid for the Licensed Software, or (B) repair or replacement of the Licensed Software, provided Licensee returns to Bugless all copies of the Licensed Software as originally delivered to Licensee. Bugless shall not under any circumstances be liable to Licensee based on failure of the Licensed Software if the failure resulted from accident, abuse or misapplication, nor shall Bugless under any circumstances be liable for special damages, punitive or exemplary damages, damages for loss of profits or interruption of business or for loss or corruption of data. Any award of damages from Bugless to Licensee shall not exceed the total amount Licensee has paid to Bugless in connection with this Agreement.
  13. Support and Updates: Licensee will be eligible to receive email based software developer support and access to Updates ("Support and Updates") to the Licensed Software for a period not to exceed one year from the date of initial delivery ("Initial Term"), in accordance with Bugless's then current policies and procedures, if any. Such policies and procedures may be changed from time to time. Following the Initial Term, Bugless will no longer make the Licensed Software available to Licensee unless Licensee purchases additional Support and Updates according to section 14 below.
  14. Renewal of Support and Updates: Licensee may purchase additional Support and Updates following the Initial Term at Bugless's terms and conditions applicable at the time of renewal.

    15. GENERAL PROVISIONS

  15. Licensee Name: Bugless may include Licensee's company name in a publicly available list of Bugless customers.
  16. No Assignment: Neither this Agreement nor Licensee's rights under this Agreement are assignable or transferable by Licensee either in whole or in part to any third party without Bugless's written consent. Any attempted assignment or transfer in violation of the foregoing shall be void. Bugless may assign or transfer this Agreement to any third party who acquires substantially all of Bugless copyrights in and to the Licensed Software.
  17. Termination: Bugless may terminate the Agreement at any time immediately upon written notice by Bugless to Licensee if Licensee breaches this Agreement, fails to pay the fees for the Licensed Software, or infringes Bugless's intellectual property in or to the Licensed Software. Upon termination of the Licenses, Licensee shall return to Bugless all copies of Licensed Software that were supplied by Bugless. All other copies of Licensed Software in the possession or control of Licensee must be erased or destroyed. An officer of Licensee must promptly deliver to Bugless a written confirmation that this has occurred.
  18. Entire Agreement: This Agreement constitutes the complete agreement between the parties and supersedes all prior or contemporaneous discussions, representations, and proposals, written or oral, with respect to the subject matters discussed herein. No modification of this Agreement will be effective unless contained in a writing executed by an authorized representative of each party. No term or condition contained in Licensee's purchase order will apply unless expressly accepted by Bugless in writing. If any provision of the Agreement is found void or unenforceable, the remainder will remain valid and enforceable according to its terms. If any remedy provided is determined to have failed for its essential purpose, all limitations of liability and exclusions of damages set forth in this Agreement shall remain in effect.
  19. Governing law, legal venue: This Agreement shall be construed, interpreted and governed by the laws of Scotland. Bugless reserves all rights not specifically granted in this Agreement.

Appendix 1:

Parts of the Licensed Software that are permitted for distribution ("Redistributables"): - The Licensed Software's libraries in object code form Parts of the Licensed Software that are not permitted for distribution include, but are not limited to: - The Licensed Software's source code and header files - The Licensed Software's documentation