Jade Platform Licensing Agreement

Jade Process Licence

PLEASE READ THIS CAREFULLY BEFORE USING PRODUCT MATERIALS

A. PROPERTY OF LICENSOR:
You may obtain a copy of this software product either by downloading it from our server or by copying it from an authorised CD-ROM or other media ("hard media"). The copyright, database rights and any other intellectual property rights in the software and related documentation ("the materials"), together with the hard media if any on which they were supplied to you, are and remain the property of Jade Software Corporation Limited (‘JSC’). You are Licenced to use them only if you accept all the terms and conditions set out below.

B. LICENCE ACCEPTANCE PROCEDURE:
You should read this Licence agreement carefully. By installing the Licence Key contained in the Certificate of Authorisation, which was enclosed with this Licence agreement, you indicate acceptance of this Licence agreement and the limited warranty and limitation of liability set out in this Licence agreement. Such acceptance is either on your own behalf or on behalf of any corporate entity which employs you or which you represent ("corporate Licensee"). In this Licence agreement, "you" includes both the reader and any corporate Licensee.

C. LICENCE REJECTION PROCEDURE:
You should read this Licence agreement carefully. If you do not accept these terms and conditions, you should not install the Licence Key, you should delete any product materials from your computer and promptly (and in any event, within 14 days of receipt) return to the Licensor (a) the CD-ROM or other media (as applicable); (b) any other items provided that are part of this product; and (c) your dated proof of purchase. Any money you paid to the Licensor for the materials will be refunded, along with all costs of postage and packing.

D. OTHER AGREEMENTS:
If your use of the materials is pursuant to a properly authorised and executed Licence Agreement, such agreement shall be read in conjunction with this agreement and that agreement, in the event of any conflict, will take precedence.

1. Definitions

1.1 "Active Connections" means all concurrent connections to the JADE Object Manager including JADE Standard Clients, JADE Thin Clients, JADE Background Clients, any connections servicing JADE HTML Thin Clients and JADE Web Service Clients, and any Standard Client connections via ODBC or from software applications written in other languages (e.g. C, C++, Java, C#).
1.2 "Application Service Provider or ASP" means an entity that manages and distributes software application based services and solutions to customers for access across a network.
1.3 "Certificate of Authorisation" means the certificate(s) issued by the Licensor to the Licensee from time to time specifying the Developer Licences, the JADE Process Licences and any additional software that the Licensee may use JADE for under this Licence.
1.4 "Charges" means Licence fees and any other charges payable to the Licensor by the Licensee in terms of this Licence. The components of the Licence Charges are the Licence, Support, Platform Maintenance as detailed by the Licensor.
1.5 "Consolidated Patch Release" means any release that is not a Feature Release and is issued to consolidate all patches produced since the previous Consolidated Patch Release (e.g. JADE 6.0.21 moving to JADE 6.0.22).
1.6 "Developer Licences" means the number of concurrent JADE development environment sessions of the Licensee authorised by the Licensor for use by JADE application developers as specified in the Certificate of Authorisation.
1.7 "Documentation" means the installation and operational manuals, user instructions and all other related materials in whatever form supplied to the Licensee by the Licensor.
1.8 "Feature Release" means any Major Feature Release or Minor Feature Release.
1.9 "JADE" means the operational release of JADE trademark software released by JSC together with any associated Documentation and any new JADE trademark release or part thereof provided to the Licensee, and any additional software specified on the Certificate of Authorisation or which the parties agree in writing to include under this Licence.
1.10 "JADE Application Server" means the JADE component where methods are executed for JADE Thin Clients, JADE HTML Thin Clients and JADE Web Service Clients.
1.11 "JADE Background Client" means a client connecting directly to the JADE Object Manager where that client does not support a GUI. Typically these are used for background activities such as printing, emailing or messaging. This includes Background Client connections via ODBC or from software applications written in other languages (e.g. C, C++, Java, C#).
1.12 "JADE Database Server" means the JADE component that manages the persistent JADE database.
1.13 "JADE HTML Thin Client" means a web browser client connecting to the JADE Object Manager via a JADE Application Server that supports web connections.
1.14 "JADE Object Manager" means the core component of the JADE Application Server, JADE Database Server, JADE Standard Client, JADE Background Client.
1.15 "JADE Process Licence" means the number of concurrent connections to the JADE Object Manager of the Licensee authorised by the Licensor for use by applications developed in JADE as specified in the Certificate of Authorisation.
1.16 "JADE Replication Services" means the mirrored, hot standby secondary database(s), which can be used for both disaster recovery and read-only operations.
1.17 "JADE Thin Client" means a client connecting to the JADE Object Manager via a JADE Application Server. JADE Thin Clients support a GUI.
1.18 "JADE Standard Client" means a client connecting directly to the JADE Object Manager. Typically JADE Standard Clients support a GUI. This includes Standard Client connections via ODBC or from software applications written in other languages (e.g. C, C++, Java, C#).
1.19 "JADE Web Service Client" means a client application connecting to the JADE Object Manager via a JADE Application Server that supports Web Service connections.
1.20 "JSC" means Jade Software Corporation Limited, at Christchurch New Zealand.
1.21 "Licensor" means JSC or any Reseller.
1.22 "Licence" means the authority granted to the Licensee by the Licensor to use or operate JADE, which without such permission such usage or operation would be illegal. There are a number of applicable types of Licence, namely:
1.22.1 "Perpetual Licence" means that the Licensee has the right to use JADE indefinitely (subject only to termination for breach). It also provides the Licensee the option to purchase annual support subscriptions and future upgrades. A Perpetual Licence may be used in association with both JADE Process Licences and Developer Licences.
1.22.2 "Term Licence" means that the Licensee has the right to use JADE for a fixed term of 1 to 3 years renewable (subject only to termination for breach). Annual support subscriptions and future upgrades are included. A Term Licence may be used in association with both JADE Process Licences and Developer Licences.
1.22.3 "Trial Licence" means that the Licensee has the right to use JADE for a fixed term of either 30 or 60 days free trial. A Trial Licence may be used in association with JADE Process Licences only.
1.22.4 "Testing Licence" means that the Licensee has the right to use JADE for the purpose of testing JADE applications for a fixed date period. A Testing Licence may be used in association with JADE Process Licences only.
1.22.5 "Booster Licence" means that the Licensee has the right to use JADE for a fixed term and is available to cover situations where additional JADE Process Licences are temporarily required. A Booster Licence may be used in association with JADE Process Licences only.
1.22.6 "Free Development Licence" means that the Licence is provided free-of-charge with a fixed set of limited development and runtime capabilities. This Licence may not be combined or used with any other Licence. This Licence may be used to develop applications but it must not be used to run applications for commercial purposes.
1.22.7 "Enterprise Development Licence" means that the Licence is provided with development capabilities as specified and purchased by the Licensee and a fixed set of limited runtime capabilities (that are more capable than those in the Free Development Licence). This Licence may not be combined or used with any other Licence. This Licence may be used to develop applications but it must not be used to run applications for commercial purposes.
1.22.8 "Production Licence" means that the Licence is provided with development and runtime capabilities as specified and purchased by the Licensee.
1.22.9 "Diagnostic Development Licence" means the development Licence provided in a production Licence at no additional cost for debugging, diagnostics and applying changes to resolve faults only, for the system in which it is installed. It must not be used for any other development activities. This Licence will appear in a Production Licence as a no-charge development Licence.
1.23 "Licensee" means person or company Licenced by the Licensor to use JADE upon the terms and conditions specified in this Licence.
1.24 "Licence Key" means encrypted Licence information about Developer, JADE Processes and access to any additional software provided to the Licensee by the Licensor that authorises the use of JADE to the number of users allowed under the Licence and as specified in the Licensee’s Certificate of Authorisation.
1.25 "Major Feature Release" means any major upgrade release of JADE (e.g. JADE 2018 moving to JADE 2020).
1.26 "Minor Feature Release" means any interim upgrade release of JADE between Major Feature Releases (e.g. JADE 2020 moving to JADE 2020.1).
1.27 "Operational JADE Database Server" means a JADE database that is in use as opposed to a backup system.
1.28 "Relational Population Service or RPS" means the JADE feature that enables data to be automatically replicated from the primary JADE database to supported relational databases.
1.29 "Reseller" means any third party authorised by JSC to Licence JADE to any Licensee (including end user customers).
1.30 "Source Code" means JADE in source code form.
1.31 "Support" means the support for JADE, which can be provided under a separate agreement.
1.32 "Support Release" has a similar meaning to Consolidated Patch Release.
1.33 "Synchronized Database Services or SDS" has a similar meaning to that of JADE Replication Services.
1.34 "System" means a network of servers and clients having the number of Developer Licences and/or JADE Process Licences specified in the Certificate of Authorisation.

2. Grant of Licence

2.1 The Licensor grants to the Licensee a non-exclusive, non-transferable Licence to install and use JADE on the System for the Licensee’s own internal business purposes, which shall include the right to use JADE on and in respect of Internet web sites to which third parties may have access including for hosting or Application Service Provider services, so long as the Licensee pays the Charges for such Licence and is in possession of a Certificate of Authorisation in the name of the Licensee.
2.2 The Licensee shall during the continuance of the Licence for internal use:
2.2.1 Only use JADE as allowed for under the Certificate of Authorisation.
2.2.2 Effect and maintain adequate security measures to safeguard JADE and the Licence Key from access or use by any unauthorised person.
2.2.3 Be solely responsible for the use, supervision, management and control of JADE.
2.2.4 Retain JADE and the Licence Key and all copies thereof under the Licensee’s effective possession and control.
2.2.5 Make only so many copies of JADE as are reasonably necessary for operational security and use. Such copies and the media on which they are stored shall be the property of JSC and the Licensee shall ensure that all such copies bear JSC’s Proprietary notices. The terms of this Licence, other than the ability to make copies, shall apply to all such copies.
2.2.6 Not rent, lease, sub Licence, loan, copy, modify, adapt, merge, translate, reverse engineer, decompile, disassemble or create derivative works based on the whole or any part of JADE or reproduce or deal in JADE or any part thereof in any way.
2.3 Unless specifically stated on the Certificate of Authorisation the Licence can only be used for one operational JADE database server. The number of JADE Process Licences and Developer Licences specified on the Certificate of Authorisation defines the maximum number of concurrent client connections and the maximum number of concurrent developers allowed on the one operational JADE database server. If the Certificate of Authorisation allows for the Licence to be used for more than one operational JADE database server, then the number of operational JADE database servers must not exceed the number specified on the Certificate of Authorisation. There can be any number of operational JADE application servers providing the total number of JADE Process Licences and developer Licences is not exceeded.
2.4 Risk of loss or damage to JADE passes to the Licensee upon delivery of JADE to the Licensee.
2.5 The Licensee may purchase separately Licenced components of JADE at the Licensor’s then current published price for the relevant component.
2.6 On request and subject to approval by JSC, JSC may provide one Diagnostic Development Licence in a Production Licence at no additional cost.

3 Charges

3.1 The Licensee will pay the Charges.
3.2 Charges will be payable by the 20th day of the month after the date of the Licensor’s invoice therefore or as otherwise agreed.
3.3 All taxes and duties which may be incurred by the supply of JADE (except income tax assessable to the Licensor) shall be paid by the Licensee.

4. Support, Platform Maintenance

4.1 Support
4.1.1 Support for JADE can be provided under a separate support agreement. A copy of this agreement is available from the Licensor.
4.2 Platform Maintenance
4.2.1 Platform Maintenance is an annual fee to cover maintenance activities in both the development and runtime areas of the JADE product. Platform Maintenance is mandatory and is charged on the total value of any JADE Licence. Platform Maintenance entitles the Licensee to:
4.2.1.1 Hot fixes and consolidated patch releases at no additional cost.
4.2.1.2 Minor feature releases at no additional cost.
4.2.1.3 Major feature releases at no additional cost, providing that the Licensee is fully up-to-date with all payments.
4.2.2 Price
4.2.2.1 25% of the total value of any JADE Licence. The named Licensee will be invoiced directly by the Licensor unless alternative arrangements have been made.
4.3 Transferring and Updating Licences
4.3.1 A single Enterprise Development Licence or a single Production Licence can be applied to only one environment on any supported hardware and operating system platform. If an Enterprise Development or Production environment is moved from one hardware platform to another then the Licence may be transferred with it. Following the transfer, the original environment must no longer be used.
4.3.2 Licences may be extended by purchasing additional capabilities.
4.3.3 Licences may be cancelled on request.
4.3.4 When an existing Licence is reissued or replaced then on application of the new Licence the existing Licence is invalidated and the Certificate of Authorisation applicable to such must be immediately destroyed.
4.4 Test and Training Environments
4.4.1 A single Enterprise Development Licence or a single Production Licence can be applied to only one environment on any supported hardware and operating system platform.
4.4.2 JSC permits a Licenced environment to be replicated for testing and training purposes (including debugging and diagnostics), so long as any replicated environment is used to support only applications that are deployed in the original environment.
4.4.3 Any replicated environment may not be used in production.
4.4.4 An environment Licenced with an Enterprise Development key may not be replicated to enable more concurrent developers.
4.4.5 An environment may be replicated only to support testing, debugging, diagnostic and training activities for applications that are present in the original source environment.

5. Proprietary Rights

5.1 Ownership of copyright, trade secrets and all other intellectual property rights in JADE (including object oriented methods, class libraries, information and data) is and remains vested in the JSC but the Licensee shall be granted a Licence to use JADE on the terms and conditions of this Licence.
5.2 The Licensee shall notify the Licensor immediately if the Licensee becomes aware of any unauthorised use of the whole or any part of JADE by any person.
5.3 The Licensee will permit the Licensor or its agents, to audit the use of JADE by the Licensee (or Licensee’s end users) and sales information on any derivative JADE applications developed for on-sale, in accordance with the terms of this Licence at all reasonable times and upon reasonable notice.

6. Intellectual Property Rights

6.1 JSC will indemnify the Licensee against, and will at its cost, defend or settle any suit, action or proceeding (collectively called "Action") brought against the Licensee to the extent that the Action is based on a claim that the Licensee’s use of JADE constitutes an intentional breach of any patent, copyright, trade secret or other proprietary right, provided that:
6.1.1 The Licensee fully co-operates with JSC in defending or settling the Action and makes its employees available to give statements, advice and evidence as JSC may reasonably request.
6.1.2 JSC is notified promptly in writing of any Action and is given complete authority and information required for the conduct of the defence or settlement of the Action.
6.1.3 JSC shall have the sole control of the conduct of any Action and all negotiations for its settlement or compromise.
6.2 In order to fulfil any obligations, which may arise under Clause 6.1, JSC may at its sole option and expense either:
6.2.1 Obtain for the Licensee the legal right to continue using JADE or parts of JADE which are the subject of the Action; or
6.2.2 Replace JADE (or the infringing parts of the JADE software) with reasonably equivalent software.
6.3 Under this Clause 6 no indemnity is given to the extent such infringement arises as a result of any breach of this Agreement by the Licensee or as a result of any use by the Licensee of JADE in a manner not reasonably contemplated by JSC.

7. Termination

7.1 The Licensor may terminate this Licence forthwith if the Licensee:
7.1.1 Assigns its rights or obligations under the Licence otherwise than in accordance with Clause 12;
7.1.2 Enters into a composition with its creditors, is declared bankrupt, goes into liquidation, or a receiver, or a receiver and manager, or statutory receiver is appointed in respect of it;
7.1.3 Breaches JSC’s proprietary rights in JADE.
7.2 The Licensor may at its sole discretion terminate or temporarily suspend the operation of this Licence if the Licensee defaults in the performance of any of its obligations under this Licence and:
7.2.1 The default is capable of being remedied, and, within thirty (30) days of notice by The Licensor specifying the default, is not remedied; or
7.2.2 The default is not capable of being remedied.
7.3 Where this Licence is for a specified term, or continues only so long as the Charges are paid, then it shall terminate at the end of that term or when Charges cease to be paid.
7.4 Upon termination of this Licence JADE may automatically cease to function but the Licensee shall, at The Licensor’s option, return or destroy any copies of JADE and related Documentation in the possession or control of the Licensee.

8 Limited Warranty

8.1 The Licensor warrants that:
8.1.1 It has the right and authority to grant this Licence for JADE to the Licensee;
8.2 JSC warrants that:
8.2.1 JADE, when used in its unaltered form, will be free from material defects in accordance with the functionality specified in the Documentation.
8.3 JSC SHALL HAVE NO OBLIGATION TO CORRECT DEFECTS IN THE EVENT THAT ALL OR ANY PART OF JADE IS MODIFIED BY THE LICENSEE.
8.4 THE ABOVE WARRANTIES ARE IN LIEU OF, AND JSC DISCLAIMS, ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, WHICH MAY BE LAWFULLY EXCLUDED, INCLUDING, BUT NOT LIMITED TO WARRANTIES OF DESCRIPTION, DESIGN, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
8.5 Where legislation implies in this Licence any condition or warranty, and that legislation avoids or prohibits provisions in a contract excluding or modifying the application of or exercise of or liability under such condition or warranty, the condition or warranty shall be deemed to be included in this Licence. However, the liability of JSC for any breach of such condition or warranty shall be limited, at the option of JSC, to one or more of the following:
8.5.1 If the breach relates to goods:
8.5.1.1 the replacement of the goods or the supply of equivalent goods;
8.5.1.2 the repair of such goods;
8.5.1.3 the payment of the cost of replacing the goods or of acquiring equivalent goods; or
8.5.1.4 the payment of the cost of having the goods repaired; and
8.5.2 if the breach relates to services:
8.5.2.1 the supplying of the services again; or
8.5.2.2 the payment of the cost of having the services supplied again.

9. Confidentiality

9.1 The Licensor and the Licensee agree that, unless they have the prior written consent of the other, they will not use or disclose to any third party (other than for the purpose of performing this Licence) the terms and conditions of this Licence or any information which is confidential to the other party. The obligations of this clause shall survive termination or cancellations of this Licence.

10. Entire Agreement

10.1 This Licence supersedes all prior agreements, arrangements and undertakings between the parties and constitutes the entire agreement between the parties relating to the subject matter hereof. No addition to or modification of any provision of this Licence will be binding upon the parties unless made by a written instrument signed by a duly authorised representative of each of the parties.

11. Notices

11.1 All notices, which are required to be given hereunder, will be in writing and will be sent to the recipient by hand or by registered letter or facsimile and will be deemed to have been served if by hand when delivered, if by registered letter 48 hours after posting, and if by telex or facsimile when transmitted.

12. Assignment

12.1 The Licensee shall not assign or transfer its rights or obligations under this Licence without the prior written consent of the Licensor, which shall not be unreasonably withheld.

13. Governing Law

13.1 This Agreement shall be governed by, and construed in accordance with, the laws of New Zealand. The parties submit to the non-exclusive jurisdiction of the courts of New Zealand in relation to all disputes arising out of or in connection with this Agreement.

License Agreement

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