End User License Agreement - DataVeil TEAM License

IMPORTANT NOTICE

This end user license agreement applies to the DataVeil software TEAM license. For other software licenses (DataVeil: PROFESSIONAL, PLUS, PLATFORM, COMMUNITY and  FileMasker: PREMIUM, COMMUNITY) please refer to the applicable license agreement.

THIS SOFTWARE END USER LICENSE AGREEMENT ("AGREEMENT") IS A LEGAL AGREEMENT BETWEEN YOU OR THE ENTITY FOR WHICH YOU ARE ACTING ("YOU") THAT WISHES TO DOWNLOAD OR USE THE SOFTWARE AND DATAVEIL TECHNOLOGIES PTE LTD ("DATAVEIL TECHNOLOGIES").

PLEASE READ THIS DOCUMENT CAREFULLY BEFORE DOWNLOADING OR USING THIS SOFTWARE. THIS AGREEMENT PROVIDES IMPORTANT INFORMATION CONCERNING THE SOFTWARE AND CONTAINS WARRANTY AND LIABILITY INFORMATION. BY USING THE SOFTWARE, YOU ARE ACCEPTING THE SOFTWARE “AS IS” AND AGREEING TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT WISH TO BE LEGALLY BOUND BY THIS AGREEMENT, DO NOT DOWNLOAD AND DO NOT USE THE SOFTWARE.

1. DEFINITIONS

In this Agreement, unless inconsistent with the context:

1.1.“Software” means the DataVeil data masking software and any associated updates, documentation and supplements.
1.2.“Source Data” means all original production databases from which any other copies or subsets of those databases are subjected to data masking by the Software.
1.3.“Source Data Size” means the aggregate size of all Source Data, excluding their log files, in a unit of terabytes rounded up to the next terabyte. Specifically, the size of Source Data refers only the original production database. The sizes of all other copies, such as from backups, or subsets are not included in the aggregate calculation.
1.4.“License File” is a file that contains acceptable software operational parameters and activation and authentication codes. The parameters define the license start and expiry dates, the licensed connectivity options, the licensed maximum allowable Source Data Size and other details.
1.5.“Portal Account” means an internet web-based user portal made available to You by DataVeil Technologies for You to manage Your Software subscription and download delivered Software and License Files.
1.6.“Maintenance” means the provision of bug fixes and updates in respect of the Software.
1.7.“Support” means the provision of online assistance in the diagnosis of suspected defects in respect of the Software only. A workaround or software update shall be provided if reasonably possible. Support does not include the diagnosis of other systems or environments such as, but not limited to, database management software and operating systems.

2. TERMS OF LICENSE

This Agreement allows You to:

2.1.Use the Software in a manner consistent with the License File that has been delivered by DataVeil Technologies.
2.2.Install the Software on an unlimited number of computers subject to the terms specified in RESTRICTIONS ON USE.
2.3.Run an unlimited number of concurrent instances of the Software subject to the terms specified in RESTRICTIONS ON USE.

3. RESTRICTIONS ON USE

You shall not, and shall not permit others to:

3.1.Use the Software for the benefit of any of Your subsidiaries, partners or any third party.
3.2.Make or distribute copies of the Software or provide access to the Software to any of Your subsidiaries, partners, contractors or any third party unless the software is used for the exclusive benefit of You.
3.3.Decompile, reverse engineer, disassemble, include in other software, or otherwise translate the Software.
3.4.Modify, alter, change or otherwise make any modification to the Software or create derivative works based upon the Software.
3.5.Rent, lease, resell, sublicense, assign, distribute or otherwise transfer the Software or this Agreement.
3.6.Use the software after the License expiry date, mask data that is not is scope of Licensed Source Data or use the software beyond the scope of any parameter defined by the License File. If You wish to use the Software beyond the scope of these parameters, then You must contact DataVeil Technologies for another License File and DataVeil Technologies reserves the right to charge an additional License fee.

4. OWNERSHIP

This Agreement provides You with limited rights to use the Software. DataVeil Technologies retains all ownership, right, title and interest in, to and of the Software and all copies of it. All rights not specifically granted in this Agreement, including domestic and international copyrights, are reserved by DataVeil Technologies.

5. PROPRIETARY MARKINGS

DataVeil Technologies’ logos, product names, manuals, documentation, and other support materials are either patented, copyrighted, trademarked, constitute valuable trade secrets (whether or not any portion of them may be copyrighted or patented) or are otherwise proprietary to DataVeil Technologies. You shall not remove or obscure DataVeil Technologies’ copyright, trade mark or other proprietary notices from the Software or related materials.

6. DISCLAIMER OF WARRANTIES

THE SOFTWARE IS PROVIDED TO YOU ON AN “AS IS” BASIS, WITHOUT ANY WARRANTY OF ANY KIND INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OR CONDITION OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER LEGAL RIGHTS WHICH VARY FROM JURISDICTION TO JURISDICTION.

7. LIMITATION OF LIABILITY

DataVeil Technologies shall not be liable for any indirect, special, incidental or consequential damages or loss, including damages for loss of business, loss of profits, or the like. Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages, so this limitation or exclusion may not apply to You. This warranty gives You specific legal rights, and You may also have other rights which vary from jurisdiction to jurisdiction.

8. ACCOUNTS AND PASSWORDS

You are responsible to maintain the confidentiality of Your Portal Account and password and shall be responsible for all uses whether authorized or unauthorized by You. You agree to immediately notify DataVeil Technologies of any unauthorized use of Your Portal Account or password.

9. MAINTENANCE

Maintenance is included in the Team subscription License.

10. SUPPORT

Support is included in the Team subscription License. Support is delivered via the ticket system at www.dataveil.com, by email and by internet video and voice communication. Response time is by end of next business day.

11. DELIVERY

All Software and License Files are delivered to You by DataVeil Technologies placing it in Your Portal Account at dataveil.com. DataVeil Technologies reserves the right to make delivery after all applicable fees have been received in full.

12. LICENSE VALIDATION, VIOLATIONS AND REMEDIES

DataVeil Technologies reserves the right, and You authorize DataVeil Technologies, to gather data on License File usage including device IP addresses or other applicable device identifiers including MAC addresses and domain names and other information deemed relevant to ensure that the Software is being used in accordance with the terms of this Agreement. DataVeil Technologies reserves the right to remedy violations of any of the terms of this Agreement immediately upon discovery by any means necessary including canceling any License Files and remotely disabling the Software.

13. CONSENT TO USE OF DATA

You agree that DataVeil Technologies may collect and use technical usage data gathered from the operation of the Software in order to improve its products, technologies and services. This data consists solely of technical data related to the operation of the software. DataVeil Technologies shall not disclose this information in a form that personally identifies You. If You prefer not to send such usage data then You may change the parameter within the Software that is specifically designed to disable this reporting.

14. TERM AND TERMINATION

This Agreement is effective until terminated. You may terminate this Agreement at any time by destroying all complete and partial copies of the Software in Your possession. This Agreement and Your rights hereunder shall automatically terminate if You fail to comply with any provision of this Agreement. Upon such termination, You shall cease all use of the Software and delete the Software and destroy all copies of the Software and other materials related to the Software in Your possession or under Your control.

15. PAYMENT

15.1.You may not deduct any amounts from any fees invoiced by DataVeil Technologies.
15.2.All amounts payable under this Agreement are exclusive of sales, value-added, withholding, and other taxes and duties. You shall pay all taxes and duties assessed in connection with this Agreement by any authority, except for taxes payable on the net income of DataVeil Technologies. If any such tax or duty has to be withheld or deducted from any payment under this Agreement, You shall gross-up the prices so that the net payment to DataVeil Technologies shall equal the original prices and that DataVeil Technologies shall be free of any liability for such withholding or deduction.
15.3.DataVeil Technologies reserves the right to charge a late payment fee calculated at 2% per each 30 days, or part thereof, on any invoiced amount not paid by the due date. The late payment fee may be included in a subsequent invoice to You.

16. GENERAL PROVISIONS

This Agreement shall be governed by the laws of Singapore. This Agreement contains the complete agreement between the parties with respect to the subject matter hereof, and supersedes all prior or contemporaneous agreements or understandings, whether oral or written. All questions, comments or concerns with respect to this Agreement shall be directed to DataVeil Technologies whose current contact information can be found at www.dataveil.com.