END USER LICENSE AGREEMENT
BEFORE CONTINUING WITH THE INSTALLATION OR USE OF THE PROGRAM, YOU MUST READ, ACKNOWLEDGE
This End User License Agreement ("EULA") is a legal agreement between you (either an individual or a single entity) and CORAGGIO CORPORATION. (“Coraggio Corp.”) with regard to the copyrighted Software (herein referred to as "SOFTWARE PRODUCT" or "SOFTWARE") provided with this EULA. The SOFTWARE PRODUCT includes computer software, the associated media, any printed materials, and any "online" or electronic documentation.
Use of any software and related documentation ("Software") provided to you by Coraggio Corp. in whatever form or media, will constitute your acceptance of these terms, unless separate terms are provided by Coraggio Corp., in which case certain additional or different terms may apply. If you do not agree with the terms of this EULA, do not download, install, copy or use the Software. By installing, copying or otherwise using the SOFTWARE PRODUCT, you agree to be bound by the terms of this EULA. If you do not agree to the terms of this EULA, Coraggio Corp. is unwilling to license the SOFTWARE PRODUCT to you.
1. DEFINITIONS
'Agreement' means (i) this Coraggio Corp. End User License Agreement, (ii) any exhibits and amendments hereto.
'Access' means to connect to the Software either directly or indirectly through any middle tier application(s).
'Content' means any output files, data, information or material, and in particular data sources and files submitted by you or by Coraggio Corp. on behalf of you for use with SAAS.
'Designates' means End User’s customers, suppliers, vendors, benefits providers and other such third parties providing goods or services to End User that End User may provide with a right to access the Software consistent with and subject to the terms of the Agreement.
In no event shall a Designate have the right to:
'Documentation' means the technical publications relating to the Software, such as reference, user, installation, systems administrator and technical guides, delivered by Coraggio Corp. to End User.
'End User' means the party that has the right to use the Software for its internal data processing.
'Software as a Service' (SAAS) means the Services offered to you by Coraggio Corp. to use the Software while it is installed on a Server Environment which is hosted by or on behalf of Coraggio Corp..
'Server Environment' is defined as any server system, licensed from Coraggio Corp. or any other entity, that consists of one or more server software processes, operating independently or otherwise, including but not limited to ASP .
'Services' means Support Services and training which may be provided by Coraggio Corp. or its subcontractors to End User.
'Software' means all or any portion of the Coraggio Corp. binary computer software programs provided on software media in object code form and associated documentation, any updates, additional modules, additional software, or Output Files provided by Coraggio Corp. in connection therewith; but does not include any promotional software or other software product provided in the same package, which shall be governed by the online software license agreements included with such promotional software or software product.
'Support Services' means Coraggio Corp. may provide you with support services related to the Software. Any supplemental software code provided to you as part of the Support Services shall be considered part of the Software and subject to the terms and conditions of this Agreement. Different levels of Support Services may be offered and if accepted or requested, Coraggio Corp. may assess a corresponding fee to the End-User.
'Transmitted Copies' means the Agreement, including any Schedules and other ordering documents which are (i) copied or reproduced and transmitted via photocopy, facsimile or process that accurately transmits the original documents; and (ii) accepted by Coraggio Corp..
'Updates' means those subsequent releases of the Software and Documentation which are generally made available to licensees of the Software which are similarly situated to End User, as part of Support Services at no additional charge, other than the fees for Support Services, media and handling charges. Updates shall not include any releases, enhancements, functionality or products which Coraggio Corp. licenses separately or charges for separate from Support Services. The use of an Update may be subject to additional terms. Updates are delivered only if and when available.
'Output File' means any work or document created using a Coraggio Corp. product, regardless of resulting file format.
2. GRANT OF LICENSE.
Coraggio Corp. grants you a nonexclusive and limited license to use the Coraggio Corp. software accompanying this Agreement, solely in accordance with the terms and conditions of this Agreement. The Software is licensed, not sold, to you.
3. INSTALLATION
3.1 Use of the Software. The Software is licensed to you in one of six potential configurations: (i) Single User License; (ii) Multiple User License (User Pack) (iii) Evaluation; (iv) OEM License; (v) Server License; (vi) Software as a Service (SAAS).
You may install and/or use (in the manner described) only those configuration(s) for which you have obtained a license. Licenses for the Software are individual named user licenses, unless agreed otherwise. No license may be shared, in any capacity, by more than one individual end user, unless agreed otherwise. Your use of the Software is governed by the terms of the Agreement and the additional terms set forth in this Section 3 that specifically apply to the type of license your have obtained.
3.1.1. Single User License. You may install and use a single copy of the Software on a single computer. You may access the Software from a hard disk, over a network, or by any other method; strictly in accordance with the terms hereof. You may use each licensed copy of the Software only on a single computer. You must acquire additional single user licenses or multiple user licenses for additional users to use the Software.
3.1.2. Multiple User License. For each User Pack license you purchase, Coraggio Corp. grants you a nonexclusive license to make the maximum number of copies of the Software indicated by the number of users in the title of the User Pack, who may access the Software from a hard disk, over a network, or by any other method; strictly in accordance with the terms hereof.
3.1.3. Evaluation License. You may use one copy of the Software on a single computer, for a period as specified on the Software packaging. You are acquiring only the limited right to use a single copy of the Software for evaluation purposes. You are not acquiring any rights to the Software itself. Subject to the terms and conditions of the Evaluation License, you may exercise your rights under this license to use the Software and to create Output File for the sole purpose of evaluating or demonstrating the Software. Your license is for a term of thirty (30) days from the date you obtain the authorization key for the Software or otherwise begin using the Software ('Evaluation Period').
You may not use the Software for any commercial, business, governmental or institutional purpose of any kind. At the end of the Evaluation Period, further use of the Software by you is prohibited without the purchase of a commercial license. If you do not purchase a license for the Software at the end of the Evaluation Period, you hereby agree to permanently remove or delete the Software from all computer systems on which it was installed and destroy any software and documentation received, and not to reinstall a new copy of the Software. If you desire to continue to use the Product following the Evaluation Period, you should contact Coraggio Corp. or a Coraggio Corp. authorized reseller to order commercial licenses to use the Software.
SOFTWARE LICENSED TO YOU WITH AN EVALUATION LICENSE
3.1.4. OEM License. If you have acquired the Software bundled or otherwise provided in combination with a third party product, licensed to you by a third party (Licensee), you have acquired an OEM License. You may use each licensed copy of the Software only on a single computer.
• You shall not use the Software in conjunction with products other than those provided by Licensee to you.
• You shall not access data or Output Files not specifically created or used by the third party product licensed to you.
END USER ACKNOWLEDGES THAT WITHOUT ITS AGREEMENT TO THE LIMITATIONS CONTAINED HEREIN, THE FEES CHARGED FOR THE SOFTWARE
3.1.5. Server license. You may install and use a single copy of the Software on a single server in a single Server Environment. You may access the Software from a hard disk, over a network, or by any other method; strictly in accordance with the terms hereof. You may use each licensed copy of the Software only on a single server is a single Server Environment. You must acquire additional server licenses for additional servers to use the Software. You may use the server license solely for your business purposes.
3.1.6. Software as a Service (SAAS). Coraggio Corp. grants you a non-exclusive, non-transferable, worldwide right to use SAAS, solely for your own business purposes, subject to the terms and conditions of the Agreement. All rights not expressly granted to you are reserved by Coraggio Corp. and its licensors.
3.2 Creation of Output File Distribution Systems. You may use the Software by itself or as part of a system to regularly deliver, distribute or share Output Files inside or outside of the Coraggio Corp. environment to the number of users you have purchased Coraggio Corp. Broadcast Licenses for. A Coraggio Corp. Broadcast License is not required for: (a) distribution of Output Files in hard copy form, including distribution of paper copies by facsimile; or (b) manual distribution on a one-time or ad hoc basis.
3.3. Additional terms for Software as a Service.
3.3.1. You may use SAAS only for your business purposes and shall not: (i) send or store infringing, obscene, threatening, libellous, or otherwise unlawful or tortuous material, including material harmful to children or violative of third party privacy rights; (ii) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (iii) interfere with or disrupt the integrity or performance of SAAS or the data contained therein; or (iv) attempt to gain unauthorized access to SAAS or its related systems or networks.
3.3.2. You are responsible for all activity occurring in connection with your use of SAAS, and shall abide by all applicable local, state, national and foreign laws, treaties and regulations, including those related to data privacy, international communications and the transmission of technical or personal data. You shall: (i) notify Coraggio Corp. immediately of any other known or suspected breach of security; (ii) report to Coraggio Corp. immediately and use reasonable efforts to stop immediately any copying of Content or any distribution of Content that is known or suspected by you.
3.3.3. Coraggio Corp. does not own any Content that you submit to SAAS. You, not Coraggio Corp., shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of any data, information or material, and Coraggio Corp. shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Content. In the event this Agreement is terminated (other than by reason of your breach), Coraggio Corp. will make available to you a file with Content within 30 days of termination if you so request at the time of termination. Coraggio Corp. reserves the right to withhold, remove and/or discard any Content without notice for any breach, including, without limitation, your non-payment. Upon termination for cause, your right to access or use any data, information or material immediately ceases, and Coraggio Corp. shall have no obligation to maintain or forward any Content
3.3.4. A maximum number of Project slots and a maximum bandwidth is provided to you at no additional charge, depending on your SAAS-level. If the bandwidth required exceeds these limits, you will be charged the then-current bandwidth fees, or you will be offered an upgrade of your SAAS-level. Coraggio Corp. will use reasonable efforts to notify you when the average bandwidth used per license reaches approximately 90% of the maximum; however, any failure by Coraggio Corp. to so notify you shall not affect your responsibility for such additional bandwidth charges. Coraggio Corp. reserves the right to establish or modify its general practices and limits relating to storage of Content and use of bandwidth.
3.3.5. Coraggio Corp. charges and collects in advance for use of SAAS. Coraggio Corp. will automatically renew and issue an invoice to you each year on the subsequent anniversary or as otherwise mutually agreed upon. The renewal charge will be equal to the license fee in effect during the prior term, unless Coraggio Corp. has given you at least 30 days prior written notice of a fee increase, which shall be effective upon renewal and thereafter. Fees for other services will be charged on an as-quoted basis. Coraggio Corp. 's fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties.
3.3.6. In addition to any other rights granted to Coraggio Corp. herein, Coraggio Corp. reserves the right to suspend or terminate this Agreement and your access to SAAS if your account becomes delinquent (falls into arrears). Delinquent invoices (accounts in arrears) are subject to interest of 1.0% per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection. You will continue to be charged for SAAS during any period of suspension. If you or Coraggio Corp. initiate termination of this Agreement, you will be obligated to pay the balance due on your account computed in accordance with the Charges and Payment of Fees. You agree that Coraggio Corp. may bill you for such unpaid fees.
Coraggio Corp. reserves the right to impose a reconnection fee in the event you are suspended and thereafter request access to SAAS. You agree and acknowledge that Coraggio Corp. has no obligation to retain Content and that such Content may be irretrievably deleted if your account is 30 days or more delinquent.
3.3.7. Any breach of your payment obligations or unauthorized use of the SAAS will be deemed a material breach of this Agreement. Coraggio Corp., in its sole discretion, may terminate your use of SAAS if you breach or otherwise fail to comply with this Agreement. You agree and acknowledge that Coraggio Corp. has no obligation to retain the Content, and may delete such Content, if you have materially breached this Agreement, including but not limited to failure to pay outstanding fees, and such breach has not been cured within 30 days of notice of such breach.
3.3.8. SAAS
4. OWNERSHIP.
You agree that Coraggio Corp. and/or its suppliers retain all right, title and interest in and to the Software and all copies at all times, regardless of the form or media in or on which the original or other copies may subsequently exist. You agree that you neither own nor hereby acquire any claim or right of ownership to the Software or to any related patents, copyrights, trademarks or other intellectual property. You agree to use reasonable efforts to prevent and protect the contents of the Software from unauthorized disclosure or use. Coraggio Corp. and/or its suppliers reserve all rights not expressly granted to you. Coraggio Corp.‘ suppliers are the intended third party beneficiaries of this License Agreement and have the express right to rely upon and directly enforce the terms set forth herein. Any data, content or information accessed through the Software is the property of the applicable data/content/information owner and may be protected by applicable copyright law. This License Agreement gives you no rights to such data, content or information.
5. REGISTRATION.
You must register the Software with Coraggio Corp. as a condition to your rights to use the Software. You will be prompted to register the Software at the time of your installation or first use of the Software, at which time you will be notified (or directed to online resources explaining) how registration information provided by you may be used and you will be afforded the opportunity to opt out of certain uses of such information.
6. COPYRIGHT.
The Software is copyrighted by Coraggio Corp. and/or its suppliers and is protected by International copyright and patent laws and international treaty provisions. You may not copy the Software except: (a) to provide a backup copy; or (b) to install the Software components licensed by you, as set forth in Sections 3, 4, 5 and 6, on to computers as part of executing the Software. Solely with respect to the documentation included with the Software, you may make a reasonable number of copies (either in hardcopy or electronic form), provided that such copies shall be used only by licensed end users in conjunction with their use of the Software and are not republished or distributed to any third party. You must reproduce and include all copyright notices, trademarks or other proprietary legends of Coraggio Corp. and its suppliers on any copy of the Software or documentation made by you. Any and all other copies of the Software and/or the documentation made by you are in violation of this License Agreement.
WARNING: Unauthorized reproduction or distribution of this program, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law.
7. NO WARRANTIES.
Coraggio Corp. expressly disclaims any warranty for the Software. The Software is provided 'As Is' without any express or implied warranty of any kind, including but not limited to any warranties of merchantability, non-infringement, or fitness of a particular purpose. Coraggio Corp. does not warrant or assume responsibility for the accuracy or completeness of any information, text, graphics, links or other items contained within the Software. Coraggio Corp. makes no warranties respecting any harm that may be caused by the transmission of a computer virus, worm, time bomb, logic bomb, or other such computer program. Coraggio Corp. further expressly disclaims any warranty or representation to any End-Users, Designates or to any third party.
CORAGGIO CORP. DOES NOT WARRANT THAT THE SOFTWARE IS ERROR-FREE OR THAT THE SOFTWARE WILL
EXCEPT AS EXPRESSLY STATED HEREIN, THERE
Coraggio Corp. does not assume and hereby disclaims any liability to any party for any loss, damage, or any potential business disruption caused by errors, omissions, or inaccuracies in Output Files provided by Coraggio Corp., whether such errors, omissions or inaccuracies result from negligence, accident, or any other cause.
8. LIMITATION OF LIABILITY.
NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, CORAGGIO CORP. OR ITS OFFICERS, EMPLOYEES, DISTRIBUTORS, SUPPLIERS OR AFFILIATES SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES, (iii) DAMAGES RESULTING FROM LOST
9. SPECIFIC RESTRICTIONS.
You will not:
a. Access or use any portion of the Software not expressly licensed and paid for;
b. Cause or permit decompilation or reverse assembly of all or any portion of the Software, except as expressly provided by applicable law;
c. Disclose or publish performance benchmark results for Software (as delivered or subsequently modified) without Coraggio Corp.' prior written consent;
d. Transfer the Software to a different software database platform or operating system, except as may be specifically provided for in the Schedule;
e. Export or use the Software or Documentation in violation of applicable laws in your jurisdiction, including applicable export administration regulations;
f. Authorize or permit the use of the Software except as explicitly permitted herein;
g. Use Third Party Software except solely in conjunction with the Software;
h. Delete, fail to reproduce or modify any copyright, trademark or other proprietary rights notices which appear on or in the Software or Documentation; or
i. Directly or indirectly, sublicense, relicense, distribute, disclose, use, rent or lease the Software or any portion thereof, for third party use, third party training, facilities management, time-sharing, use as an application service provider, or service bureau use.
10. OTHER RESTRICTIONS.
Except as expressly permitted by this License Agreement, you hereby acknowledge and agree that (a) you will not use the Software on a timesharing basis or to operate a service bureau facility for the benefit of third-parties unless you acquire an appropriate License from Coraggio Corp.; (b) you will not modify or translate the Software except as necessary to configure the Software using the menus, options and tools provided for such purposes and contained in the Software; (c) you will not in any way reverse engineer, disassemble or decompile the Software or any portion thereof except to the extent and for the express purposes authorized by applicable law notwithstanding this limitation; (d) you will not transmit, or provide Access to, the Software over a network except as expressly described in the associated documentation; (e) you will provide access to the Software only as allowed in the Agreement; (f) you will not sublicense, assign, rent, sell, lease, distribute or otherwise transfer the Software or any of the rights granted by this License Agreement, unless you obtain a separate license from Coraggio Corp. for such purposes; (g) you will not use, distribute or integrate the Software with any general-purpose report writing, data analysis or output file or report delivery product or any other product that performs the same or similar functions as Coraggio Corp. product offerings; (h) you will not use the Software to develop a product that is generally competitive with Coraggio Corp. product offerings; (i) you will not use the Software to develop a product providing for a similar or competing software product that is not the property of Coraggio Corp.; (j) you will not alter, disassemble, decompile, translate, adapt, or reverse engineer any file or component of the Software or any output, file, software, or work generated through the use of the Software; and (k) you will not use unauthorized keycodes to access additional Software functionality or performance.
11. TERMINATION.
This License Agreement is effective until terminated. You may terminate this License Agreement at any time by providing Coraggio Corp. with written notice, provided that you have complied with the return and/or destruction policy set forth below. This License Agreement may be terminated by Coraggio Corp. if you fail to comply with any of the terms and conditions set forth in this License Agreement and do not remedy such failure within thirty (30) days after receiving notice thereof. Upon any termination of this License Agreement, you agree to: (i) immediately cease all use of the Software, including the use and distribution of any Custom Applications incorporating the Software; and (ii) notify all third parties using the Software through you to comply with the foregoing. Sections 4, 5, 6, 7, 8, 9, 10, 11, 12 and 13 shall survive any termination of this Agreement.
12. GENERAL.
This License Agreement is governed by the laws of the Republic of the Philippines, without reference to conflict of laws provisions or the United Nations 1980 Convention on Contracts for the International Sale of Goods and any amendments thereto.
If any provision of this Agreement is ruled invalid, such invalidity shall not affect the validity of the remaining portions of this Agreement. This Agreement constitutes the entire agreement between you and Coraggio Corp., and supersedes any prior agreement, whether written or oral, relating to the subject matter of this License Agreement. This Agreement may not be modified except by an instrument in writing duly signed by an authorized representative of each of the parties. If you are acquiring the Software on behalf of an entity, you represent and warrant that you have the legal capacity to bind such entity to this Agreement. All terms of any purchase order or other ordering document submitted by you shall be superseded by this Agreement. The product name for the Software is a trademark or registered trademark of Coraggio Corp..
13. EXPORT CONTROLS.
You acknowledge that the Software is of Philippine origin. You agree to comply with all applicable international and national laws that apply to the Software.
14. ORDER TERMS.
Coraggio Corp. specifically disclaims price guarantees of any kind. You are responsible for payment of all applicable sales, use, consumption, VAT, Percentage, income and other taxes and all applicable export and import fees, custom duties and similar charges, excluding taxes based on Coraggio Corp.’ net income.