CENTREL SOLUTIONS LTD

XIA Configuration Server

Copyright © 2008-2019 CENTREL Solutions Ltd


END-USER LICENSE AGREEMENT

Last revised 16th April 2019

IMPORTANT - PLEASE READ THIS END-USER LICENSE AGREEMENT (“AGREEMENT”) CAREFULLY BEFORE DOWNLOADING OR USING THE SOFTWARE PRODUCT INCLUDED IN THE INSTALLATION.


This CENTREL Solutions Ltd ("CENTREL SOLUTIONS") AGREEMENT constitutes a legally binding agreement between you or the business and/or entity which you represent ("YOU" or "LICENSEE") and CENTREL SOLUTIONS for the XIA Configuration Server product and related demonstration code, intermediate files, and documentation ("SOFTWARE PRODUCT") included in the installation.


By purchasing, installing, copying, or otherwise using the SOFTWARE PRODUCT, YOU acknowledge that YOU have read this AGREEMENT and YOU agree to be bound by its terms and conditions. If YOU are representing a business and/or entity, YOU acknowledge that YOU have the legal authority to bind the business and/or entity YOU are representing to all the terms and conditions of this AGREEMENT.


If YOU do not agree to any of the terms and conditions of this AGREEMENT or if YOU do not have the legal authority to bind the business and/or entity YOU are representing to any of the terms and conditions of this AGREEMENT, DO NOT INSTALL, COPY, USE, EVALUATE, OR REPLICATE IN ANY MANNER, ANY PART, FILE OR PORTION OF THE SOFTWARE PRODUCT.


The SOFTWARE PRODUCT is licensed, not sold.



1. GRANT OF LICENSE.
Subject to all the terms and conditions of this AGREEMENT, CENTREL SOLUTIONS grants the LICENSEE a non-exclusive, non-transferable license to install and use the SOFTWARE PRODUCT included in the installation as authorized in this section.

The SOFTWARE PRODUCT stores information about individual items (“ITEMS”) including, but not limited to, network switches, network storage devices, Microsoft ® Windows ® servers, and Microsoft ® SQL databases.



1.1 ENTERPRISE LICENSE.
YOU may install, copy, and use the SOFTWARE PRODUCT by purchasing an ENTERPRISE LICENSE from CENTREL SOLUTIONS or its authorized resellers.

The number of ITEMS permitted will be specified by count in the LICENSE. The LICENSEE must not attempt to exceed the number of ITEMS specified in the LICENSE.

The SOFTWARE PRODUCT of a version not exceeded by the LICENSE may be installed on a single machine in the Active Directory domain of the name specified in the LICENSE.


The SOFTWARE PRODUCT may be installed on an additional machine in the Active Directory domain of the name specified in the LICENSE for the purposes of resilience as long as this does not permit the LICENSEE from exceeding the number of ITEMS specified in the LICENSE.



1.2 UNLIMITED LICENSE.

YOU may install, copy, and use the SOFTWARE PRODUCT by purchasing an UNLIMITED LICENSE from CENTREL SOLUTIONS or its authorized resellers.


The LICENSEE must only store information about ITEMS that are owned by the LICENSEE, or where the LICENSEE is a managed service provider (MSP) and is the primary technical support provider for the ITEM.

If the LICENSE stipulates additional terms such as, but not limited to, a geographical or project based limitation of use, these will be visible in the “Notes” field of the LICENSE and the LICENSEE must adhere to these additional terms.


The SOFTWARE PRODUCT of a version not exceeded by the LICENSE may be installed on a single machine in the Active Directory domain named in the LICENSE.


The SOFTWARE PRODUCT may be installed on an additional machine in the Active Directory domain named in the LICENSE for the purposes of resilience only.


The price of the UNLIMITED LICENSE is based on information about the organization named in the LICENSE which is provided by the LICENSEE. If the information provided by the LICENSEE is found to contain inaccuracies including, but not limited to, Windows server, customer, or virtualization host numbers, CENTREL SOLUTIONS will terminate this AGREEMENT. In such events, the LICENSEE must destroy all copies of the SOFTWARE PRODUCT and all of its component parts including any related documentation.


The LICENSEE agrees to periodically provide information about their usage of the SOFTWARE PRODUCT to ensure that the terms of the UNLIMITED LICENSE are met.


The LICENSEE may not assign the LICENSE to succeeding parties in the case of a merger, acquisition or change of control. CENTREL SOLUTIONS should be notified in writing within ninety (90) days of such an eventuality. A new UNLIMITED LICENSE should be purchased for the succeeding parties, or the SOFTWARE PRODUCT must be uninstalled and all copies destroyed.




1.3 TECHNICIAN LICENSE.

YOU may install, copy, and use the SOFTWARE PRODUCT by purchasing a TECHNICIAN LICENSE from CENTREL SOLUTIONS or its authorized resellers. YOU may install, copy, and use the SOFTWARE PRODUCT for 12 months from the date that the LICENSE is purchased (“USAGE PERIOD”). Upon expiration of the USAGE PERIOD, a new LICENSE should be purchased, or the SOFTWARE PRODUCT must be uninstalled and all copies destroyed.


The SOFTWARE PRODUCT of a version not exceeded by the LICENSE may be installed on the single machine named in the LICENSE.


The SOFTWARE PRODUCT may ONLY be used by the individual named in the LICENSE.


The SOFTWARE PRODUCT may ONLY be accessed from the machine named in the LICENSE.



1.4  EVALUATION (TRIAL) USE LICENSE.

If the LICENSE YOU have obtained is marked as a "TRIAL" or "EVALUATION", YOU may install the SOFTWARE PRODUCT for evaluation purposes only, for the period set within the LICENSE ("EVALUATION PERIOD"). Upon expiration of the EVALUATION PERIOD, a LICENSE should be purchased, or the SOFTWARE PRODUCT must be uninstalled and all copies destroyed.


YOU MAY NOT CREATE or ATTEMPT TO CREATE final end user documentation using the SOFTWARE PRODUCT under the terms of the EVALUATION (TRIAL) USE LICENSE.


YOU MAY NOT REDISTRIBUTE files or other outputs created by the SOFTWARE PRODUCT if using an EVALUATION (TRIAL) USE LICENSE.



1.5  WORKGROUP LICENSE.

If the LICENSE YOU have obtained is marked as a "Workgroup" or "WORKGROUP EDITION", YOU may install the SOFTWARE PRODUCT without charge, for the period set within the LICENSE ("LICENSE  PERIOD").


The SOFTWARE PRODUCT may ONLY be used by the organization named in the LICENSE.


The number of ITEMS permitted will be specified by count in the LICENSE. The LICENSEE must not attempt to exceed the number of ITEMS specified in the LICENSE.


The number of ITEMS permitted may be revised in future versions of the SOFTWARE PRODUCT.


The SOFTWARE PRODUCT of a version not exceeded by the LICENSE may be installed on a single machine with the NetBIOS name specified in the LICENSE.


The SOFTWARE PRODUCT may exhibit additional limitations of functionality compared to other LICENSE types.



1.6 PRE-RELEASE SOFTWARE

The SOFTWARE PRODUCT marked as PRE-RELEASE (including but not limited to the designation of BETA, Community Technology Preview "CTP", or Release Candidate "RC") may contain deficiencies and as such, should not be considered for use in any production environment.


CENTREL SOLUTIONS may, at its sole discretion, discontinue availability of the PRE-RELEASE software, limit or modify PRE-RELEASE software functionality, or eliminate SUPPORT SERVICES for the PRE-RELEASE software at any time.



2. LIMITATIONS ON REVERSE ENGINEERING, DECOMPILATION, AND DISASSEMBLY.

YOU may not reverse engineer, decompile, create derivative works or disassemble the SOFTWARE PRODUCT. If the SOFTWARE PRODUCT is purchased by YOU with the intent to reverse engineer, decompile, create derivative works, or the exploitation and unauthorized transfer of any CENTREL SOLUTIONS intellectual property and trade secrets, to include any exposed methods or source code where provided, no licensed right of use shall exist and any PRODUCT(s) created as a result shall be judged illegal by definition. Any sale or resale of intellectual property or created derivatives so obtained will be prosecuted to the fullest extent of all local, federal and international law.



3. SEPARATION OF COMPONENTS.

The SOFTWARE PRODUCT is licensed as a single PRODUCT. The SOFTWARE PRODUCT and its constituent parts may not be reverse engineered, decompiled, disassembled or separated for use on more than one computer, nor placed for distribution, sale, or resale as individual creations by the LICENSEE.



4. RENTAL.

YOU may not rent, lease, or lend the SOFTWARE PRODUCT.



5. TRANSFER.

YOU may NOT permanently or temporarily transfer ANY of YOUR rights under this AGREEMENT to any individual, business, government entity or other organization without prior written approval from CENTREL SOLUTIONS.



6. COPYRIGHT.

All title and copyrights in and to the SOFTWARE PRODUCT (including but not limited to any CENTREL SOLUTIONS trademarks, copywritten images, demonstrations, source code, intermediate files, packages, photographs, redistributables, animations, video, audio, music, or text incorporated into the SOFTWARE PRODUCT and the accompanying documentation) are owned by CENTREL SOLUTIONS.



7. TWELVE (12) MONTH SUPPORT AND UPDATES.

CENTREL SOLUTIONS licenses the SOFTWARE PRODUCT on a subscription basis. A subscription lasts for a 12 month period from the date of purchase. The LICENSEE will be eligible to receive all major and minor updates for the SOFTWARE PRODUCT during this 12 month period.

Upon expiration of a subscription, the LICENSEE can optionally renew the SOFTWARE PRODUCT subscription for an additional 12 month period (and each subsequent year thereafter) in order to continue receiving major and minor updates of the SOFTWARE PRODUCT from CENTREL SOLUTIONS.

Pricing for the 12 month SOFTWARE PRODUCT subscription and any subsequent renewal of the subscription is charged at 20% of the total cost of the LICENSE and is subject to change with or without notice.

Customers must maintain the 12 month SOFTWARE PRODUCT subscriptions contiguously with a break of no more than 31 days. If the break exceeds 31 days the LICENSEE must purchase a new LICENSE to renew the SOFTWARE PRODUCT subscription.


CENTREL SOLUTIONS does not provide SUPPORT when the SOFTWARE PRODUCT is used in conjunction with a LICENSE which is marked as a "Workgroup" or "WORKGROUP EDITION" LICENSE.

When the SOFTWARE PRODUCT is used in conjunction with a TECHNICIAN LICENSE, CENTREL SOLUTIONS will only provide SUPPORT to the individual named on the LICENSE.

CENTREL SOLUTIONS reserves the right to discontinue the SOFTWARE PRODUCT or its constituents, at any time.



8. DOWNLOAD of SOFTWARE PRODUCT.

The SOFTWARE PRODUCT will be made available for download from the CENTREL SOLUTIONS web site exclusively.



9. DISCLAIMER OF WARRANTY.

CENTREL SOLUTIONS expressly disclaims any warranty for the SOFTWARE PRODUCT. THE SOFTWARE PRODUCT AND ANY RELATED DOCUMENTATION IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. CENTREL SOLUTIONS DOES NOT WARRANT, GUARANTEE, OR MAKE ANY REPRESENTATIONS REGARDING THE USE, OR THE RESULTS OF THE USE, OF THE SOFTWARE PRODUCT IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF THE SOFTWARE PRODUCT REMAINS WITH YOU. No oral or written information or advice given by CENTREL SOLUTIONS or its employees shall create a warranty or in any way increase the scope of this warranty.



10. LIMITATIONS ON LIABILITY.

To the maximum extent permitted by applicable law, in no event shall CENTREL SOLUTIONS be liable for any special, incidental, indirect, or consequential damages whatsoever (including, without limitation, damages for loss of business profits, business interruption, loss of business information, or any other pecuniary loss) arising out of the use of or inability to use the SOFTWARE PRODUCT or the provision of or failure to provide SUPPORT SERVICES, even if CENTREL SOLUTIONS has been advised of the possibility of such damages.


The LICENSEE understands that the SOFTWARE PRODUCT may produce inaccurate results because of a failure or fault within the SOFTWARE PRODUCT or failure by the LICENSEE to properly use and or deploy the SOFTWARE PRODUCT. The LICENSEE assumes full and sole responsibility for any use of the SOFTWARE PRODUCT, and bears the entire risk for failures or faults within the SOFTWARE PRODUCT. The LICENSEE agrees that regardless of the cause of failure or fault or the form of any claim, YOUR SOLE REMEDY AND CENTREL SOLUTIONS’ SOLE OBLIGATION SHALL BE GOVERNED BY THIS AGREEMENT AND IN NO EVENT SHALL CENTREL SOLUTIONS’ LIABILITY EXCEED THE PRICE PAID TO CENTREL SOLUTIONS FOR THE SOFTWARE PRODUCT.


This Limited Warranty is void if failure of the SOFTWARE PRODUCT has resulted from accident, abuse, alteration, unauthorized use or misapplication of the SOFTWARE PRODUCT.



11. INDEMNIFICATION.

YOU hereby agree to indemnify CENTREL SOLUTIONS and its officers, directors, employees, agents, and representatives from each and every demand, claim, loss, liability, or damage of any kind, including actual legal fees, whether in tort or contract, that it or any of them may incur by reason of, or arising out of, any claim which is made by any third party with respect to any breach or violation of this AGREEMENT by the LICENSEE or any claims based on the Applications and the SOFTWARE PRODUCT included herein, including without limitation any claims asserted by YOUR end user customers.



12. SUPPORT SERVICES.

CENTREL SOLUTIONS may provide YOU with support services related to the SOFTWARE PRODUCT ("SUPPORT SERVICES"). Use of SUPPORT SERVICES is governed by CENTREL SOLUTIONS policies and programs described in the product documentation, in online documentation and/or other CENTREL SOLUTIONS provided materials. CENTREL SOLUTIONS may restrict or otherwise discontinue SUPPORT SERVICES provided to the LICENSEE if YOUR use of the SUPPORT SERVICES is deemed by CENTREL SOLUTIONS, in its sole and reasonable discretion, to be excessive and beyond the scope of fair use.


Any supplemental SOFTWARE PRODUCT(S) provided to YOU as part of the SUPPORT SERVICES shall be considered part of the SOFTWARE PRODUCT and subject to the terms and conditions of this AGREEMENT. With respect to technical information YOU provide to CENTREL SOLUTIONS as part of the SUPPORT SERVICES, CENTREL SOLUTIONS may use such information for its business purposes, including for SOFTWARE PRODUCT support and development.


Should the LICENSEE wish to report an issue relating to the SOFTWARE PRODUCT, the LICENSEE agrees to report the issue using the Log Support Call page of the CENTREL SOLUTIONS web site.

The LICENSEE agrees to use the TeamViewer product from TeamViewer GmbH, for remote support. More information on TeamViewer can be found at https://www.teamviewer.com.


CENTREL SOLUTIONS may restrict or otherwise discontinue SUPPORT SERVICES provided to the LICENSEE if the SOFTWARE PRODUCT installed by the LICENSEE is more than one major release behind the currently available version of the SOFTWARE PRODUCT.



13. TERMINATION.

Without prejudice to any other rights or remedies, CENTREL SOLUTIONS will terminate this AGREEMENT upon YOUR failure to comply with all the terms and conditions of this AGREEMENT. In such events, the LICENSEE must destroy all copies of the SOFTWARE PRODUCT and all of its component parts including any related documentation.



14. TAX.

CENTREL SOLUTIONS delivers its software electronically. YOU should confirm that YOUR local, state, or federal government does not impose any sales or use tax on electronically delivered software. YOU are entirely liable for any such sales or use tax.



15. PERSONAL DATA.

CENTREL SOLUTIONS does not lend, lease, sell, or market information it obtains from its customers or those who provide us personally identifiable information. CENTREL SOLUTIONS does not disclose purchase information or licensing information to third parties.


CENTREL SOLUTIONS collects personally identifiable information whenever YOU purchase/license a CENTREL SOLUTIONS product or service. Information includes Name, Address, Phone Number, Email address, Product Purchases, Licenses Owned, Employee/Contact Details, etc. The information we collect allows CENTREL SOLUTIONS to communicate with YOU regarding upcoming product updates, new product releases, company news and other important business matters.


YOUR election to use the SOFTWARE PRODUCT indicates YOUR acceptance of the terms of this AGREEMENT. YOU are responsible for maintaining confidentiality of YOUR username, password and other sensitive information. YOU are responsible for all activities that occur in YOUR user account and in case of any unauthorized activity on YOUR account, YOU agree to inform CENTREL SOLUTIONS immediately by any method listed on the CENTREL SOLUTIONS website’s Contact page. CENTREL SOLUTIONS is not responsible for any loss or damage to YOU or to any third party incurred as a result of any unauthorized access and/or use of YOUR user account, or otherwise.


CENTREL SOLUTIONS may disclose or report Confidential Information in limited circumstances where it believes in good faith that disclosure is required under the law.


16 THIRD PARTY CONTROLS

CodeMirror (Open Source - MIT License)

Copyright © 2017 by Marijn Haverbeke (marijnh@gmail.com) and others

https://codemirror.net/LICENSE



17. MISCELLANEOUS.

This AGREEMENT may only be modified or amended in writing signed by YOU and an authorized officer of CENTREL SOLUTIONS. If any provision of this 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 the Limited Warranty shall remain in effect.


CENTREL SOLUTIONS reserves all rights not specifically granted in this AGREEMENT.


Should YOU have any questions concerning this AGREEMENT, contact us directly on +44 (0)1865 589216 or write to


CENTREL Solutions Ltd

Witney Business and Innovation Centre

Windrush Park Road

Witney

Oxfordshire

OX29 7DX

United Kingdom


All trademarks and registered trademarks are property of their respective owners.