License Agreement for ZeroTurnaround JRebel (formerly JavaRebel)

IMPORTANT! READ CAREFULLY: THIS IS A LEGAL AGREEMENT. BY DOWNLOADING, INSTALLING, COPYING, SAVING ON YOUR COMPUTER, OR OTHERWISE USING THIS SOFTWARE, YOU (LICENSEE, AS DEFINED BELOW) ARE BECOMING A PARTY TO THIS AGREEMENT AND YOU ARE CONSENTING TO BE BOUND BY ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU SHOULD NOT DOWNLOAD, INSTALL OR USE THE SOFTWARE.

1. PARTIES
(a) "Licensor" means ZeroTurnaround, Ltd., having its principal place of business at Raatuse str. 20, Tartu 51009, Estonia.
(b) "Licensee" means the individual or legal entity specified in the License Certificate. For legal entities, "Licensee" includes any entity which controls, is controlled by, or is under common control with Licensee. For purposes of this definition, "control" means (i) the power, direct or indirect, to cause the direction or management of such entity, whether by contract or otherwise, or (ii) ownership of fifty percent (50%) or more of the outstanding shares or beneficial ownership of such entity.

2. DEFINITIONS
(a) "Authorized User" means (i) if Licensee is an individual, solely Licensee; (ii) if Licensee is a legal entity, any employee, independent contractor or other temporary worker authorized by Licensee to use JRebel while performing duties within the scope of their employment or assignment.
(b) "JRebel" means the software program known as JRebel, as produced by ZeroTurnaround, in binary form, including its documentation, and any third party software programs that are owned and licensed by parties other than Licensor that are either integrated with or made part of JRebel (collectively, "Third Party Software").
(c) "License Certificate" means evidence of a license provided by Licensor to Licensee in electronic or printed form.
(d) "License Key" means a unique key-code that enables one Authorized User (or a group of users, in the case of a Site License) to use JRebel. Only Licensor and/or its representatives are permitted to produce License Keys for the JRebel.
(e) "Site License Key" means a unique key-code that enables a number of users, as stated on the License Certificate, to use JRebel simultaneously. Only Licensor and/or its representatives are permitted to produce Site License Keys for JRebel.

3. OWNERSHIP
(a) JRebel is the property of Licensor. JRebel is licensed, not sold. Title and copyrights to JRebel, in whole or in part, and all copies thereof, and all modifications, enhancements, derivatives and other alterations of JRebel, regardless of who made them, if any, are, and will remain, the sole and exclusive property of Licensor.
(b) JRebel is protected by Estonian Copyright Law and International Treaty provisions. Further, the structure, organization, and code embodied in JRebel are the valuable and confidential trade secrets of Licensor and its suppliers and are protected by intellectual property laws and treaties. Licensee agrees to abide by the copyright law and all other applicable laws of Estonia including, but not limited to, export control laws.

4. GRANT OF LICENSE
Subject to the terms, conditions, and limitations set forth in this Agreement, Licensor hereby grants to Licensee a limited, non-exclusive, non-transferable license to use JRebel as follows:
(a) Licensee may:
(i) install and use any version of JRebel, starting with the version specified in the License Certificate, on multiple computers and operating systems, provided that a number of concurrent users never exceeds the number of Authorized Users specified in the appropriate License Certificate(s).
(ii) upgrade to any newer versions of JRebel, including bug fixes and major releases, for a period of one year (365 days) from the date on the License Certificate.
(iii) make one back-up copy of JRebel solely for archival purposes.
(iv) make use of the Software Evaluation Period, as described in Section 5, without purchasing a License Certificate
(b) Licensee may not:
(i) sell, redistribute, encumber, give, lend, rent, lease, sublicense, or otherwise transfer JRebel, or any portions of JRebel, to anyone without the prior written consent of Licensor;
(ii) reverse engineer, decompile, disassemble, modify, translate, make any attempt to discover the source code of JRebel, or create derivative works from JRebel;
(iii) allow the use of the same License Key by multiple Authorized Users, or on different computers or operating systems at the same time, except in the case of a Site License Key.
(iv) continue to use a License Key beyond 365 days after the date on the License Certificate, unless Licensee purchases a License Extension (which allows usage for another 365 days).
(c) Additional Limitations for Personal license holders
This License is only for natural persons who are purchasing the license using their own funds only. Notwithstanding anything to the contrary set forth above, Licensee may not use JRebel, and this license shall not be in effect, in the event that Licensee does not pay the license fee using Licensee’s own funds. If any third party pays the license fee or if Licensee expects or receives reimbursement for the license fee from any third party, this License shall be invalid and not in effect.

5. RESTRICTED USE DURING EVALUATION PERIOD
(a) Subject to the terms of this Agreement, Licensee is granted a right to use JRebel for evaluation purposes without charge for a period of thirty (30) days from the date of installation of JRebel unless otherwise specified ("Evaluation Period").
(b) Licensee’s use of JRebel during the Evaluation Period shall be limited to the internal evaluation of the software for the sole purpose of determining whether JRebel meets Licensee’s requirements and whether Licensee desires to continue using JRebel.
(c) Upon expiration of Evaluation Period, Licensee must obtain a License Key to continue using JRebel or cease using JRebel immediately. JRebel contains a feature that will automatically disable itself upon expiration of Evaluation Period. Licensee may not disable, destroy, or remove this feature of JRebel, and any attempt to do so will be in violation of this Agreement and will terminate Licensee’s rights to use JRebel.

6. SUPPORT AND MAINTENANCE AGREEMENT
(a) Upon purchasing an annual license of JRebel, Licensee is granted the right to access support via all methods made available by Licensor for the period of the license agreement.
(b) The best ways to receive support for all issues is either via the forums, located at http://www.zeroturnaround.com/forum/, or via email, at support@zeroturnaround.com. 

7. LICENSE FEES AND PAYMENTS
Licensee will pay to Licensor the license fee and other charges and expenses as set forth in an appropriate invoice or other purchase documentation. Licensor may charge Licensee interest for any payment that is more than thirty (30) days past due at the rate of one and one-half percent (1.5%) per month or the highest amount allowed by law, whichever is lower.

8. PATENT AND COPYRIGHT INDEMNITY
(a) Licensor will defend and indemnify Licensee for all costs (including reasonable attorneys fees) arising from a claim that JRebel furnished and used within the scope of this Agreement infringes an Estonian copyright or Estonian patent provided that: (i) Licensee notify Licensor in writing within 30 days of the claim; (ii) Licensor has sole control of the defense and all related settlement negotiations, and (iii) Licensee provide Licensor with the assistance, information, and authority necessary to perform the above.
(b) Licensor will have no liability for any claim of infringement based on (i) code contained within JRebel which was not created by Licensor; (ii) use of a superseded or altered release of JRebel, except for such alteration(s) or modification(s) which have been made by Licensor or under Licensor’s direction, if such infringement would have been avoided by the use of a current, unaltered release of JRebel that Licensor provides to Licensee, or (iii) the combination, operation, or use of any software furnished under this Agreement with programs or data not furnished by Licensor if such infringement would have been avoided by the use of JRebel without such programs or data.
(c) In the event JRebel is held or believed by Licensor to infringe, or Licensee’s use of JRebel is enjoined, Licensor will have the option, at its expense, to (i) modify JRebel to cause it to become non-infringing; (ii) obtain for Licensee a license to continue using JRebel; (iii) substitute JRebel with other software reasonably suitable to Licensee, or (iv) if none of the foregoing remedies are commercially feasible, terminate the license for the infringing software and refund any license fees paid for JRebel, prorated over a three-year term from the effective date of the Agreement.
This Section states Licensor’s entire liability for infringement.

9. LIMITED WARRANTY
(a) If Licensee has paid a license fee for JRebel, then for a period of thirty (30) days from the date of receipt of JRebel, Licensor warrants JRebel against any defects resulting from the electronic transmission process, and that any software media supplied by Licensor will be free from defects in materials and workmanship ("Limited Warranty").
(b) Licensor’s, and its suppliers’ and resellers’, entire liability and Licensee’s exclusive remedy will be, at Licensor’s option, either (i) return of the price paid, or (ii) repair or replacement of software that does not meet Licensor’ Limited Warranty. This Limited Warranty is void if failure of the software has resulted from accident, abuse, or misapplication. Any replacement software will be warranted for an additional thirty (30) days. Outside the United States, neither these remedies nor any product support services offered by Licensor are available without proof of purchase from an authorized international source.
(c) EXCEPT FOR THE FOREGOING LIMITED WARRANTY, JRebel IS PROVIDED TO LICENSEE "AS IS" AND WITHOUT WARRANTIES. LICENSOR MAKES NO WARRANTY AS TO ITS USE OR PERFORMANCE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. LICENSOR, AND ITS SUPPLIERS AND RESELLERS, DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, WITH REGARD TO JRebel, AND THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES. THIS LIMITED WARRANTY GIVES LICENSEE SPECIFIC LEGAL RIGHTS. LICENSEE MAY HAVE OTHERS, WHICH VARY FROM STATE/JURISDICTION TO STATE/JURISDICTION.

10. DISCLAIMER OF DAMAGES
(a) REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE, IN NO EVENT WILL LICENSOR OR ITS SUPPLIERS OR RESELLERS BE LIABLE TO LICENSEE UNDER ANY THEORY FOR ANY DAMAGES SUFFERED BY LICENSEE OR ANY USER OF JRebel, OR FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, OR SIMILAR DAMAGES (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 OR INABILITY TO USE JRebel, OR THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED.
(b) IN ANY CASE, LICENSOR’S ENTIRE LIABILITY UNDER ANY PROVISION OF THIS AGREEMENT WILL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY LICENSEE FOR JRebel. BECAUSE SOME STATES AND JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY, THE ABOVE LIMITATION MAY NOT APPLY TO LICENSEE.

11. TERMINATION
If Licensee fails to comply with the terms and conditions of this Agreement, this Agreement and Licensee’s right and license to use JRebel will terminate immediately. Licensee may terminate this Agreement at any time by notifying Licensor. Upon the termination of this Agreement, Licensee must delete JRebel from its computers and archives.
LICENSEE AGREES THAT UPON TERMINATION OF THIS AGREEMENT FOR ANY REASON, LICENSOR MAY TAKE ACTIONS SO THAT JRebel NO LONGER OPERATES.

12. GENERAL
(a) Licensee agrees to be identified as a customer of Licensor and that Licensor may refer to Licensee by name, trade name and trademark, if applicable, and may briefly describe Licensee’s business in Licensor’s marketing materials, on Licensor’s web site, in public or legal documents. Licensee hereby grants Licensor a license to use Licensee’s name and any of Licensee’s trade names and trademarks solely pursuant to this marketing section.
(b) Licensor reserves the right at any time to cease the support of the Software and to alter prices, features, specifications, capabilities, functions, licensing terms, release dates, general availability or other characteristics of the Software.
(c) This Agreement, including Third Party Software license agreements, constitutes the entire agreement between the parties concerning Licensee’s use of the Software, and supersedes any and all prior or contemporaneous oral or written representations, communications, or advertising with respect to the Software. No purchase order, other ordering document or any hand written or typewritten text which purports to modify or supplement the printed text of this Agreement or any schedule will add to or vary the terms of this Agreement unless signed by both Licensee and Licensor.
(d) A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach. The provisions of this Agreement which require or contemplate performance after the expiration or termination of this Agreement will be enforceable notwithstanding said expiration or termination.
(e) This Agreement will be governed by the laws of the Estonian Republic, without reference to conflict of laws principles. Licensee agrees that any litigation relating to this Agreement may only be brought in, and will be subject to the jurisdiction of, any Court of Estonian Republic.
(f) Titles are inserted for convenience only and will not affect in any way the meaning or interpretation of this Agreement. If any provision of this Agreement is held invalid, the remainder of this Agreement will continue in full force and effect. Either Licensor or Licensee may assign this Agreement in the case of a merger or sale of substantially all of its respective assets to another entity. This Agreement will be binding upon and will inure to the benefit of the parties, their successors and assigns.
(g) JRebel contains portions of code patented by Licensor in Finland and other countries.

For exceptions or modifications to this Agreement, please contact Licensor at:
Address: Raatuse str. 20, Tartu 51009, Estonia
Fax: +372 7 309 399
E-mail: support@zeroturnaround.com
