By downloading, installing, or using the MigratoryData Software you agree to
abide by the terms and conditions of the software license agreement in place
between you, an individual or legal entity, and MigratoryData or, if none
exists, by the following Developer License Agreement ("Terms and Conditions").
If you do not agree with the Terms and Conditions, do not install or use the
MigratoryData Software.
DEVELOPER LICENSE AGREEMENT
This Developer License Agreement ("Agreement") is made by and between Migratory
Data Systems s.r.l., a Romanian company registered with the Trade Registry under
number J22/430/2004, having its registered office at Aleea M. Sadoveanu, nr 146,
700490 Iaşi, Romania, and its principal place of business at Bulevardul Carol I,
nr 27, et 2, 700507 Iaşi, Romania ("MigratoryData") and you, an individual or
legal entity ("Developer").
1 DEFINITIONS
"MigatoryData Server" shall mean the machine-readable object code of the computer
software and related documentation provided to Developer by MigratoryData
pursuant to this Agreement.
"MigratoryData SDK" shall mean any available software development kit provided to
Developer, including all accompanying application programming interfaces, tools,
examples, and documentation which enable Developer to create applications to
interface with the MigratoryData Server.
"Software" shall mean, collectively, the MigratoryData Server and all
MigratoryData SDKs.
"Term" shall mean the period of time which begins on the day that Software is
provided to Developer and continue until terminated as set forth in Section 4.
"License Key" shall mean a license key, provided by MigratoryData to Developer
which enables the MigratoryData Server to operate in a specified configuration.
"MigratoryData Customer" shall mean any person or entity that licensed the
Software from MigratoryData for production purposes.
"MigratoryData System" shall mean a system or cluster of one or more
MigratoryData Server instances deployed in a production environment by a
MigratoryData Customer.
2 LICENSE
2.1 License Grant
1. Development. Subject to the terms and conditions of this Agreement,
MigratoryData hereby grants to Developer a limited, non-exclusive,
non-assignable, non-transferable license to internally use the Software during
the Term only for the purposes set out below. Developer will:
(a) use MigratoryData SDKs solely for the purpose of developing applications
to interface with MigratoryData Server ("Developer’s Applications"); and
(b) use MigratoryData Server solely for testing purposes to ensure that
Developer’s Applications can communicate with MigratoryData Server
Except for the internal testing purposes set out above, nothing in this
Agreement entitles Developer to use the Software in a production environment. If
Developer wishes to use the Software for any production purposes, Developer must
contact MigratoryData to obtain an appropriate production license.
2. Content Access. In order to access, on an end-user basis, the content of a
MigratoryData System deployed in a production environment by a MigratoryData
Customer, MigratoryData grants to Developer, during the Term, the limited right
to use, for the internal business purposes of the Developer, any MigratoryData
SDK solely as an integrated part of a Developer’s Application provided that
Developer will:
(a) integrate Developer’s Application with the authorization functions made
available by the MigratoryData SDK;
(b) obtain from the MigratoryData Customer all required consents (including
any authorization tokens) to access its MigratoryData System;
(c) limit Developer’s Application such that, at any time, all users of the
Developer’s Application will not establish more than 10 (ten) concurrent
or simultaneous socket connections to the MigratoryData System; and
(d) not redistribute or make Developer’s Application available in any manner
to any third party.
If Developer wishes to redistribute, make available the Developer’s Application
to third parties, or increase the concurrent socket connections limit, Developer
must contact MigratoryData to obtain an appropriate license.
3. Other License Restrictions
(a) Developers acknowledges and agrees that the MigratoryData Server
received under this Agreement is restricted by a License Key to support
a maximum number of one hundred (100) concurrent connections, unless
this limit is increased by MigratoryData (at MigratoryData’s sole
discretion) upon Developer’s request;
(b) Developer agrees not to: (i) except as expressly permitted in the
previous clause "Content Access", utilize the Software in any production
environment, (ii) reverse engineer or decompile the Software,
(iii) delete any identifying marks, copyrights, or proprietary right
notices contained in the Software, and (iii) rent, lease, lend, license,
distribute or otherwise transfer the Software to any third party; and
(c) Software may include various embedded software (and related licenses
and notices) licensed by MigratoryData from third parties ("Embedded
Software"). Such licenses and notices of Embedded Software are located
at http://migratorydata.com/license/third-party-licenses and/or in the
folder named THIRD-PARTY-LICENSES of the Software ("Embedded Software
Notices") and are made a part of and incorporated by reference into this
Agreement. Any licenses granted hereunder do not alter any rights and
obligations Developer may have under the Embedded Software Notices.
Developer may not use the Embedded Software on a stand-alone basis.
3 AUDIT
Developer acknowledges and agrees that the MigratoryData Server may contain
functionality that allows License Key verification over the Internet ("Remote
License Verification"). If Remote License Verification process is blocked in any
way (for example by use of firewalls or proxies) or Developer does not use a
valid License Key obtained from MigratoryData, then the MigratoryData Server
will stop after forty (40) minutes since every start. In addition, MigratoryData
may, on giving Developer reasonable written notice, have an independent auditor
conduct an audit of your records, software, facilities, and personnel solely to
the extent necessary to verify compliance with the terms of this Agreement.
4 TERMINATION
This Agreement shall continue as long as Developer is in compliance with the
terms specified herein or until otherwise terminated. Developer or MigratoryData
each may terminate this Agreement for any reason at any time. Developer agrees,
upon termination, to destroy all copies of the Software within its possession
or control.
5 PROPRIETARY RIGHTS
Developer acknowledges and agrees that the intellectual property and proprietary
rights of whatever nature in the Software are and shall remain the exclusive
property of MigratoryData and/or its suppliers, and nothing in this Agreement
should be construed as transferring any aspects of such rights to the Developer
or any third party.
6 WARRANTY DISCLAIMER
THE SOFTWARE IS PROVIDED TO DEVELOPER "AS IS,"WITHOUT ANY WARRANTIES OF ANY
KIND, INCLUDING, BUT NOT LIMITED TO, WARRANTIES CONCERNING THE INSTALLATION,
USE, OR PERFORMANCE OF THE SOFTWARE. MIGRATORYDATA AND ITS SUPPLIERS DISCLAIM
ANY AND ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED
TO ANY WARRANTY OF MERCHANTABILITY FITNESS FOR A PARTICULAR PURPOSE AND/OR
NON-INFRINGEMENT. MIGRATORYDATA DOES NOT WARRANT THAT: THE PRODUCT WILL MEET
DEVELOPER’S REQUIREMENTS; OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR
ERROR-FREE; OR ANY POTENTIAL ERRORS OF THE SOFTWARE WILL BE CORRECTED.
7 LIMITATION OF LIABILITY
IN ANY EVENT, THE LIABILITY OF MIGRATORYDATA TO DEVELOPER FOR ANY REASON AND
UPON ANY CAUSE OF ACTION SHALL NOT EXCEED FIFTY EURO (€50). FURTHER, IN NO EVENT
SHALL MIGRATORYDATA BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL,
EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOSS OF USE,
LOSS OF DATA, LOSS OF PROFITS, OR BUSINESS INTERRUPTION) HOWEVER CAUSED IN
CONNECTION WITH THE USE OF THE SOFTWARE.
8 MISCELLANEOUS
1. Governing Law. This Agreement is governed by the laws of Romania in
accordance with all relevant directives of the European Union.
2. Assignment. Developer may not assign this Agreement or its rights or
obligations under this Agreement to any person or party without
MigratoryData’s written approval.
3. Notices. All notices under the Agreement will be sent in writing by email
with confirmation or registered mail.