DMReports 3.1

EULA - End User License Agreement

End User License Agreement

IMPORTANT - READ CAREFULLY: This DMWorks Systems Ltda License Agreement ("Agreement") is a legal agreement between you, an individual or legal entity ("Licensee") and DMWorks Systems Ltda (“Licensor”) for DMReports software product, its relevant modules, demos, intermediate files, media, printed materials, and "online" or electronic documentation contained in the installation file ("Product").

By installing, copying, or otherwise using the Product, Licensee agrees to be bound by the terms of this Agreement. The Product is in "use" on a computer when it is loaded into temporary memory (i.e. RAM) or installed into permanent memory (e.g. hard disk, CD-ROM, or other storage device) of that computer. If Licensee does not agree to any part of the terms of this Agreement, LICENSEE CAN NOT INSTALL, USE, DISTRIBUTE, OR REPLICATE IN ANY MANNER, ANY PART, FILE OR PORTION OF THE PRODUCT, OR USE THIS PRODUCT FOR ANY OTHER PURPOSES.

The Product is licensed, not sold.

1. License Grant

In accordance with the terms herein, Licensor grants to Licensee, and Licensee accepts from Licensor, a perpetual non-exclusive and non-transferable license to use the Product. The Product is licensed per a computer where it is installed and used. Licensee may not sublicense or otherwise distribute the Product to third parties at any time or in any fashion.

The Product cannot be used in the network except the modules which are allowed and recommended to be installed on a server by the Installation Instructions included into the User Guide for the Product delivered with the Product package.

2. Evaluation License.

Under the terms of an Evaluation License the Licensee may install and use any number of copies of the Product on unlimited number of computers for the limited purposes of testing, evaluation and demonstrations ONLY. This License is granted for a limited period of thirty (30) days after installation of the evaluation version of the Product ("Evaluation Period"). After the Evaluation Period, the Licensee shall either:
(i) delete the Product and all related documentation from all computers onto which it was installed or copied, or
(ii) contact the Licensor or one of its authorized resellers to purchase the Product. The Licensee may not distribute ANY of the files provided with the evaluation version of the Product to ANY PARTIES.

3. Software Ownership

Licensor represents and warrants that it is the owner of the Software and all portions thereof and that it has the right to modify same and to grant Licensee a license for its use.

4. Title to Software Systems and Confidentiality
The Product, and all programs and applications thereof, developed hereunder and all copies of each are proprietary to Licensor and title thereto remains in Licensor. All applicable rights to patents, copyrights, trademarks and trade secrets in the Product, or any modifications made to either at Licensee's request are and shall remain in Licensor. Licensee shall not sell, transfer, publish, disclose, display or otherwise make available the Software or copies thereof to others. Licensee agrees to secure and protect the Software, and each module, software product, documentation and copies thereof in a manner consistent with the maintenance of Licensor's rights therein and to take appropriate action by instruction or agreement with its employees or consultants who are permitted access to each to satisfy its obligations hereunder. All copies made by the Licensee of the Product and other programs developed hereunder, including translations, compilations, partial copies with modifications and up-dated works, are the property of Licensor.

5. Custom Modifications.

Licensee may not modify the Software for its own use. All custom modifications to the Product may be undertaken by Licensor pursuant to the terms of another agreement entered into by and between the parties, the terms of which shall be mutually agreed upon prior to commencement of such custom modification effort. Licensee may not use the Product and/or any part of it to develop other information, documentation, materials or resources which will compete with, supersede, render obsolete, or in any way displace Licensee's need for the Software. Violation of any provision of this paragraph shall be the basis for immediate termination of this License Agreement.

6. Upgrades
Licensor agrees to include in the license fee all upgrades made to the Product (“Upgrades”) for one (1) year from the date of the Product purchase indicated in an invoice. After the first year, the following two options are available, and Licensee shall initial Licensee's choice:
(a) one year from the date hereof, and on the same date each year thereafter, Licensee shall pay a fee equal to 40% of the license fee currently charged by Licensor as calculated based on the number of users; or,
(b) Option Number Two: Licensee may use the latest obtained version of the software for unlimited time and shall not have a right to receive any Upgrades, but may purchase any and all available Upgrades at the fee which shall be additionally agreed on between Licensor and Licensee.

7. Disclaimer of Warranty and Limitation of Liability.
EXCEPT AS OTHERWISE DEFINED HEREIN, LICENSOR EXPRESSLY DISCLAIMS ANY WARRANTY FOR THE PRODUCT. THE 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. THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF THE PRODUCT REMAINS WITH LICENSEE.
To the maximum extent permitted by applicable law, in no event shall the Licensor 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 Product or the provision of or failure to provide Support Services, even if the Licensor has been advised of the possibility of such damages.

LICENSEE CAN RECOVER FROM LICENSOR ONLY DIRECT DAMAGES UP TO THE AMOUNT LICENSEE PAID FOR THE PRODUCT. LICENSEE CANNOT RECOVER ANY OTHER DAMAGES, INCLUDING CONSEQUENTIAL, LOST PROFITS, SPECIAL, INDIRECT, INCIDENTAL OR ANY OTHER DAMAGES.
This limitation applies to claims for breach of contract, breach of warranty, guarantee or condition, strict liability, negligence, or other tort to the extent permitted by applicable law. It also applies even if repair, replacement or a refund for the software does not fully compensate Licensee for any losses; or the Licensor knew or should have known about the possibility of the damages.

8. Termination

(a) This Agreement is automatically terminated upon the expiration of the Evaluation License if the Licensee has not purchased the License(s) for the Product.
(b) Without prejudice to any other rights or remedies, Licensor will terminate this Agreement upon the failure of Licensee to comply with all the terms and conditions of this Agreement.
Upon termination of this Agreement, Licensee must destroy the Product, and all relevant materials including the Custom Modification delivered to Licensee, if any, and certify in writing that they have been destroyed. Termination of the Agreement shall not relieve either party of its obligations regarding confidentiality of the Product.
9. General

(a) Licensee acknowledges that it has read this Agreement, it understands it, and agrees to be bound by its terms, and further agrees that this is the complete and exclusive statement of the Agreement between the parties, which supersedes and merges all prior proposals, understandings and all other agreements, oral and written, between the parties relating to this Agreement. This Agreement may not be modified or altered except by written instrument duly executed by all parties.
(b) This Agreement and performance hereunder shall be governed by the laws of the State of San Paulo, Brazil without regard to conflicts of law principles.
(c) If any provision of this Agreement is invalid, illegal or unenforceable under any applicable statute or rule of law, it is deemed modified to the extent necessary to render the provision enforceable.
(d) The Licensee may not assign or sub-license, (except to affiliates) without the prior written consent of Licensor, its rights, duties or obligations under this Agreement to any person or entity, in whole or in part. The term “affiliates” shall refer to entities which Licensee has a greater than 50% ownership interest.
(e) The waiver or failure of Licensor to exercise in any respect any right provided for herein shall not be deemed a waiver of any further right hereunder.
(f) Licensor shall not be required to modify the Software during the course of this Agreement so as to conform to new equipment or hardware, or to modify features or add additional features, except as per agreement of the parties hereto, and for such additional fees and payments and other conditions as the parties hereto shall agree in writing.
(g) Licensee and all its affiliates or subsidiaries may use the Software pursuant to the terms of this Agreement. If Licensee is acquired, Licensee may assign its right under this Agreement to the acquiring company provided appropriate additional license fees have been paid by the acquiring company if it desires to use the Software outside of Licensee's preexisting businesses.
(h) Licensor reserves the right to modify the Agreement without prior notice.

Last modified on March 13, 2011.