EULA

KINAMIK SECURE AUDIT VAULT SOFTWARE

SOFTWARE EVALUATION LICENSE AND SERVICE AGREEMENT

THIS END USER SOFTWARE EVALUATION LICENSE AND SERVICE AGREEMENT ("Agreement") is made and entered into and effective as of the Effective Date by and between KINAMIK Data Integrity S.L., having its principal place of business at Diputación 238, Ático 5ª, 08007, Barcelona, Spain, ("KINAMIK") and the person set out in the KSAV Evaluation Application Form (online at www.kinamik.com ) as Customer/Applicant (“You”) as licensee and end user of the Software and related documentation and support services. You will be required to indicate your agreement to these terms and conditions in order to download the Software and register with KINAMIK in order to obtain Product Authorisation Key/s necessary to use the Software. By clicking on the "yes" button, downloading or installing the Software, or using any media that contains the Software, you are consenting to be bound by this Agreement. If you agree to these terms on behalf of a legal entity, you represent and warrant that you have authority to bind that business to this agreement, and your agreement to these terms will be treated as the agreement of the legal entity. In that event, “Customer”, "you" and "your" refer herein to that entity.

1. DEFINITIONS

“Software” means (a) all of the contents of the files, disk(s), CD-ROM(s) or other media (including electronic media) with which this Agreement is provided or such contents as are hosted by KINAMIK, including but not limited to KINAMIK or third party computer programs or information; and (b) upgrades, modified or subsequent versions and updates including any virus or vulnerability updates (collectively “Updates”) and other computer programs, if any, licensed to you by KINAMIK as part of the evaluation support service subscription.

“Documentation” means explanatory materials in printed or electronic form (online or media-based) related to the Software.

"Effective Date" means date when on which the Software is downloaded by You and copied to a Computer within your premises.

“Use” or “Using” means to download, install, reproduce, access (locally or remotely) or otherwise benefit from using the Software and/or Documentation, other than transforming, distributing or communicating them publically.

“Computer” means a device that accepts information in digital or similar form and manipulates it for a specific result based upon a sequence of instructions, and includes “servers”, “workstations” and other computing devices.

“Support Services” means technical support for Software under KINAMIC’s then-current policies. The Schedule of current standard Support Services is attached hereto and is published from time to time on the Openbravo website

2. LICENSE GRANTS AND RESTRICTIONS

2.1. Trial License Grant

Subject to Your compliance of the terms set out herein KINAMIK grants to You:

  • (a) a nonexclusive, royalty-free and non-transferable trial license to Use the KINAMIK Software in object code form only, solely for Your own internal evaluation or testing Uses within a non-production environment.
  • (b) royalty-free, non exclusive usage rights to any patents held by KINAMIK, to the extent necessary to make use of the rights granted on the Software under this Licence.

This license is for 30 days from the Effective date (the “Term”) and for all the territories of the world. Any license rights granted hereunder will automatically terminate at the end of this 30 day free trial period, and there will be no renewal term. Any license keys provided for this free trial will automatically expire and may cause the Software to become non-operational at the end of the free trial period.

You may make one (1) archival copy of the Software provided You retain and/or affix to such copy all copyright, confidentiality, and proprietary notices that appear on the original.

If you wish to Use the Software after the Term, please contact KINAMIK at the address set out

2.2. Trial Use Restrictions

Any use of the Software is subject to the following limitations;

(i) License fee / authorization key. You may only use the programs contained in the Software for which You have received a product authorization key ("PAK") with the Software.

(ii) Internal evaluation use only, no rental/no commercial hosting. You may not use the Software other than for testing/trial purposes and You may not sublicense, distribute or communicate publically the Software or Documentation (including without limitation by way of rental, lease or loan) or provide to third parties other than members of Your corporate group (remotely or otherwise) any hosting, storage or similar services using or based on the Software and Documentation without the specific prior written permission of KINAMIK. You may not disclose results of any program benchmark tests without KINAMIK’s prior consent.

(iii) Operating environment. You agree to obtain, install, operate, and maintain the hardware, software, and general operating environment required for the proper use and operation of the Software (excluding the Software itself), including, but not limited to, all hardware, software, and networks; telecommunications lines, equipment, and service; power lines, outlets, sources and conditioners; and environmental conditioning equipment. The Operating Environment shall comply with specifications provided by KINAMIK. The initial requirements for the Operating Environment are set forth in the Documentation.

(iv) Technical limitations:

  • a) The Software is limited to a single instance on any Computer;
  • b) The Software may be installed on a multiple CPU server, but may only be executed on one processor in any server;
  • c) The Software may only be used to support up to 4GB of user data (not including the Software and database system data);
  • d) The Software may use up to 1 GB RAM of available memory.

(v) No transformation or reverse engineering. You may not transform or create derivative works of the Software or Documentation or any part of the same and, except as permitted by applicable law, may not decompile, disassemble or reverse compile, assemble or engineer the Software or any part of it.

(vi) Trademarks. This Licence does not grant permission to use the trade names, trademarks, service marks, or names of KINAMIK, except as required for reasonable and customary use in describing the origin of the Software and Documentation and reproducing the proprietary notices.

2.3. Updates

This license includes receipt and/or use of Updates received during the Term. After updating, you may no longer use the original product that formed the basis for your update eligibility and you must use the updated Software in accordance with the terms of this Agreement. However, You will not be entitled to receive support for any installed Software in circumstances where You have not complied with KINAMIK’s license restrictions set out in Clause 2.2 above.

2.4. Third party products

Some third party (including open source) components included in the Software may be subject to other terms and conditions, which are typically found in a “Read Me” file or “About” file in the Software. The license terms of this third party software are not modified by this License. Any provisions herein which differ from the terms of those licenses are offered by Kinamik alone and not by any other party. You may obtain the source code of this third party software (save the Oracle database software mentioned below) by writing to Kinamik at its registered address or the email address set out below. This offer is valid for three years from the Effective Date. Kinamik may charge you the bare cost of sending the source code to you.

The Software includes the Oracle Database 10g Release Express Edition under the Oracle Technology Network Developer License Terms for Oracle Database Express Edition, a copy of which is available at http://www.oracle.com/technology/software/products/database/xe/htdocs/102xelinsoft.html and also in the aforementioned “Readme/About” section as well as annex hereto. Use of the Software indicates your agreement to the terms of this Oracle Express Edition license.

3. SUPPORT AND MAINTENANCE

During the Free Trial Term, Kinamik may at its discretion provide web or email based technical support in accordance with support policies in force, however Kinamik is not obliged to provide such support.

4. CONSENT TO ELECTRONIC COMMUNICATIONS

KINAMIK may send You required legal notices and other communications about the Software and Services, including Updates, upgrades, special offers and pricing or other similar information, customer surveys or other requests for feedback (“Communications”). KINAMIK will send Communications via in-product notices or email to registered email addresses of named contacts, or will post Communications on its Websites. By accepting this Agreement, You consent to receive all Communications through these electronic means only and acknowledge and demonstrate that You can access Communications on Websites.

5. INTELLECTUAL PROPERTY AND PROTECTION OF SOFTWARE

5.1. Ownership

You acknowledges that all rights in the Software and Documentation in any form provided by KINAMIK are the sole property of KINAMIK and/or its suppliers/licensors. You shall not have any right, title, or interest to any such Software or Documentation or copies thereof except as provided in this Agreement, and further shall secure and protect all Software and Documentation in a manner consistent with maintenance of KINAMIK's proprietary rights therein.

5.2. Proprietary Notices

You agrees to respect and not to remove, obliterate, or cancel from view any copyright, trademark, confidentiality or other proprietary notice, mark, or legend appearing on any of the Software and Documentation or output or graphical interface generated by the Software, and to reproduce and include same on each authorised copy of the Software and Documentation.

6. LIMITED WARRANTY AND LIMITATIONS OF LIABILITY

6.1. Warranty

KINAMIK warrants that the copyright in the Software is owned by it or licensed to it and that it has the power and authority to grant this Licence.

6.2. Warranty disclaimer

The Software is a work in progress, which is continuously improved by KINAMIK and its licensors. It is not a finished work and may therefore contain defects or “bugs” inherent to this type of software. For the above reason, except as expressly stated in Clause 4.1 above and to the maximum extent permitted by applicable law, the Software is provided under the License on an “as is” basis and without warranties of any kind concerning the Software, including without limitation merchantability, fitness for a particular purpose, absence of defects or errors, accuracy, or non-infringement of intellectual property rights.

This disclaimer of warranty is an essential part of the Licence and a condition for the grant of any rights to the Work.

6.3. Limitation of liability

Except in the cases of wilful misconduct or damages directly caused to natural persons, to the maximum extent permitted by applicable law KINAMIK will in no event be liable for any direct or indirect, material or moral, damages of any kind, arising out of the License or of the use of the Software, including without limitation, damages for loss of goodwill, work stoppage, computer failure or malfunction, loss of data or any commercial damage, even if KINAMIK has been advised of the possibility of such damage. However, KINAMIK will be liable under statutory product liability laws in so far as such laws apply to the Software, it being understood that it is a trial Software provided for free and limited to a non-production environment.

In particular but without limitation, KINAMIK shall not be liable for any loss or damage whatsoever in relation to 

  • Installation and use of the software not in strict accordance with the Installation/Operating Manual; 
  • Processing of live data (i.e. not evaluation or test data) in breach of this license; or 
  • Interruption of service when the installed system reaches the limitations set out in Clause 2.2 (iv) above.

The foregoing limitations shall apply even if the above-stated warranty fails of its essential purpose. SOME STATES DO NOT ALLOW LIMITATION OR EXCLUSION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES; THEREFORE THIS LIMITATION OR EXCLUSION OF LIABILITY MAY NOT BE APPLICABLE TO YOU.

7. BACK-UP.

Even though the Software under this license may only be used in testing/no-production environment, while using the Software or Service, You must regularly back-up Your data and computer system(s) on separate media. You acknowledge that any failure to back-up data and systems may cause You to lose data in the event of an error in the Software, Service or Updates. Since only You, not KINAMIK, can know the value of Your computer systems and data, only You can implement back-up plans and safeguards appropriate to Your needs in the event that an error in the Software, Service or Updates causes computer problems or data loss.

8. CONFIDENTIALITY

You agree that the Software and Documentation, including the specific design and structure of individual programs, constitute trade secrets and/or copyrighted material of KINAMIK or its licensors (“Confidential Information”, including but not limited to information which relates to research, development, trade secrets, know-how, inventions, technical data, software, source codes, object codes, and any manufacture, engineering, marketing, merchandising and selling, business or strategic information). Except as set out below, You agree not to disclose, provide, or otherwise make available such Confidential Information in any form to any third party without the prior written consent of KINAMIK. You agree to implement reasonable security measures to protect such Confidential Information at a level no less than that used to protect its own confidential information.

These confidentiality provisions shall not apply to information that is part of the public domain or otherwise generally available to the public or You from independent sources, or which You are required by administrative or judicial order to disclose.

9. NOTICE

Any notice required by this Agreement or given in connection with it, shall be in writing and shall be given to the appropriate party by personal delivery or by certified mail, postage prepaid, or recognized delivery service, to the addresses first set out above.

10. TERMINATION

10.1. Events of default

In addition to those conditions specified by applicable law, this Agreement may be terminated by the non-defaulting party if any of the following events of default occur:

  • (1) if a party materially fails to perform or comply with this Agreement or any provision hereof; or
  • (2) if either party fails to strictly comply with the provisions of Section 6 (Confidentiality)

10.2. Termination

Customer may terminate this License at any time by destroying all copies of Software including any documentation and providing confirmation of the same to KINAMIK.

Termination due to material breach of Articles 2 (License), 5 (Protection of Software), or 6 (Confidentiality) shall be effective on notice.

Upon any expiration or termination of this Agreement, the rights and licenses granted hereunder will automatically terminate, and you agree to immediately cease using the Software and to return or destroy all copies of the Software in your possession or control.

11. GENERAL

11.1. No assignment

You may not assign this agreement or give or transfer the Software, Documentation and/or any services or an interest in them to another individual or entity. If you grant a security interest in the Software, Documentation and/or any services, the secured party has no right to use or transfer the same.

11.2. Export

Export laws and regulations of the United States and any other relevant local export laws and regulations may apply to the Software. You agree that to the extent such export control laws govern your use of the Software (including technical data) and any services provided under this Agreement, you will comply with all such export laws and regulations. In particular, You agree that neither the Software nor any direct product thereof will be exported, directly, or indirectly, in violation of these laws, or will be used for any purpose prohibited by these laws including, without limitation, nuclear, chemical, or biological weapons proliferation.

11.3. Governing law and jurisdiction

This Agreement shall be construed and enforced in accordance with the laws of Spain and all conflicts in relation hereto shall be submitted to the exclusive jurisdiction of the courts of Barcelona, to the exclusion of any other forum to which the parties may be entitled.

11.4. Authority to enter into agreement

Each party to this Agreement represents and warrants that it has the authority to enter into this Agreement. The individuals signing the Agreement have the authority to act as agents of their respective organizations. Each party acknowledges that they have read this Agreement and will abide by it.

11.5. Final agreement

  • This Agreement and associated Exhibits as defined in this agreement contain the entire understanding and agreement between the parties and terminate and supersede all prior understandings or agreements on the subject matter hereof.
  • This Agreement may not be supplemented, modified or amended except by an instrument in writing signed by each party's duly authorized representative.
  • All captions and headings in this Agreement are for purposes of convenience only and shall not affect the construction or interpretation of any of its provisions.
  • The United Nations Convention on Contracts for the International Sale of Goods and the conflict of laws provisions of Your state or country of residence do not apply to this Agreement under the laws of any country.
  • Any waiver by either party of any default or breach hereunder shall not constitute a waiver of any provision of this Agreement or of any subsequent default or breach of the same or a different kind.
  • Please send any information request about this license to

Annex - Oracle Technology Network Developer License Terms for Oracle Database Express Edition

Export Controls on the Programs

Selecting the "Accept License Agreement" button is a confirmation of your agreement that you comply, now and during the trial term, with each of the following statements:

-You are not a citizen, national, or resident of, and are not under control of, the government of Cuba, Iran, Sudan, Libya, North Korea, Syria, nor any country to which the United States has prohibited export.

-You will not download or otherwise export or re-export the Programs, directly or indirectly, to the above mentioned countries nor to citizens, nationals or residents of those countries.

-You are not listed on the United States Department of Treasury lists of Specially Designated Nationals, Specially Designated Terrorists, and Specially Designated Narcotic Traffickers, nor are you listed on the United States Department of Commerce Table of Denial Orders.

-You will not download or otherwise export or re-export the Programs, directly or indirectly, to persons on the above mentioned lists.

-You will not use the Programs for, and will not allow the Programs to be used for, any purposes prohibited by United States law, including, without limitation, for the development, design, manufacture or production of nuclear, chemical or biological weapons of mass destruction.

EXPORT RESTRICTIONS

- You agree that U.S. export control laws and other applicable export and import laws govern your use of the programs, including technical data; additional information can be found on Oracle®'s Global Trade Compliance web site (http://www.oracle.com/products/export).

- You agree that neither the programs nor any direct product thereof will be exported, directly, or indirectly, in violation of these laws, or will be used for any purpose prohibited by these laws including, without limitation, nuclear, chemical, or biological weapons proliferation.

Oracle Employees: Under no circumstances are Oracle Employees authorized to download software for the purpose of distributing it to customers. Oracle products are available to employees for internal use or demonstration purposes only. In keeping with Oracle's trade compliance obligations under U.S. and applicable multilateral law, failure to comply with this policy could result in disciplinary action up to and including termination.

Note: Your use of Oracle Database 10g Express Edition is governed by the OTN Developer License Terms for Oracle Database Express Edition terms. The OTN License Agreement for Oracle Database 10g Express Edition terms below supercede any shrinkwrap license on the OTN Technology Track software CDs and previous OTN License terms (including the Oracle Program License as modified by the OTN Program Use Certificate) solely with respect to your use of Oracle Database 10g Express Edition.

Oracle Database 10g Express Edition License Agreement

"We," "us," and "our" refers to Oracle USA, Inc. "You" and "your" refers to the individual or entity that has acquired the programs "Programs" refers to the software product which you have acquired and program documentation. "License" refers to your right to use the programs under the terms of this Agreement. The substantive and procedural laws of California govern this Agreement. You and Oracle agree to submit to the exclusive jurisdiction of, and venue in, the courts of California in any dispute relating to this Agreement.

We are willing to license the programs to you only upon the condition that you accept all of the terms contained in this Agreement. Read the terms carefully and indicate your acceptance by either selecting the "Accept" button at the bottom of the page to confirm your acceptance, if you are licensing via our online system, or continuing to install the program if you have received this license agreement during the installation process. If you are not willing to be bound by these terms, select the "Do Not Accept" button or discontinue the installation process and the registration process will not continue. License Rights

We grant you a nonexclusive, nontransferable limited license to use the programs for: (a) purposes of developing, prototyping and running your applications for your own internal data processing operations; (b) you may also distribute the programs with your applications; (c) you may use the programs to provide third party demonstrations and training; and d) you may copy and distribute the programs to your licensees provided that each such licensee agrees to the terms of this Agreement. You are not permitted to use the programs for any purpose other than as permitted under this Agreement. Program documentation is either shipped with the programs, or documentation may accessed online at http://www.oracle.com/technology/documentation. Any use of the Oracle Database Express Edition is subject to the following limitations;

1. Express Edition is limited to a single instance on any server;

2. Express Edition may be installed on a multiple CPU server, but may only be executed on one processor in any server;

3. Express Edition may only be used to support up to 4GB of user data (not including Express Edition system data);

4. Express Edition may use up to 1 GB RAM of available memory.

Trademarks and Copyrights

You agree not to use Oracle trademarks (including "ORACLE") or potentially confusing variations (including "ORA") as a part of your product name(s), service name(s), company name, or domain name(s). In marketing, promoting, or distributing the programs, you agree to make it clear that Oracle is the source of the programs. You shall include on all copies of the programs used or distributed by you: A. A reproduction of Oracle's copyright notice; or B. A copyright notice indicating that the copyright is vested in you containing the following:

1. A "c" in a circle and the word "copyright";

2. Your name;

3. The date of copyright; and

4. The words "All rights reserved."

Such notices shall be placed on the documentation, the sign-on screen for any software incorporating the programs, and any media containing the programs.

Ownership and Restrictions We retain all ownership and intellectual property rights in the programs. You may make a reasonable number of copies of the programs for backup purposes.

You may not:

  • - remove or modify any program markings or any notice of our proprietary rights;
  • - assign this Agreement or give or transfer the programs to another individual or entity except as specified in this Agreement;
  • - cause or permit reverse engineering or decompilation of the programs;
  • - disclose results of any program benchmark tests without our prior consent.

Export

You agree that U.S. export control laws and other applicable export and import laws govern your use of the programs, including technical data. You agree that neither the programs nor any direct product thereof will be exported, directly, or indirectly, in violation of these laws, or will be used for any purpose prohibited by these laws including, without limitation, nuclear, chemical, or biological weapons proliferation. Disclaimer of Warranty and Exclusive Remedies

THE PROGRAMS ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. WE FURTHER DISCLAIM ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL WE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA OR DATA USE, INCURRED BY YOU OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT OR TORT, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR ENTIRE LIABILITY FOR DAMAGES HEREUNDER SHALL IN NO EVENT EXCEED ONE THOUSAND DOLLARS (U.S. $1,000).

No Technical Support

Our technical support organization will not provide technical support, phone support, or updates to you for the programs licensed under this agreement.

End of Agreement

You may terminate this Agreement by destroying all copies of the programs. We have the right to terminate your right to use the programs if you fail to comply with any of the terms of this Agreement, in which case you shall destroy all copies of the programs. Relationship Between the Parties

The relationship between you and us is that of licensee/licensor. Neither party will represent that it has any authority to assume or create any obligation, express or implied, on behalf of the other party, nor to represent the other party as agent, employee, franchisee, or in any other capacity. Nothing in this Agreement shall be construed to limit either party's right to independently develop or distribute software that is functionally similar to the other party's products, so long as proprietary information of the other party is not included in such software.

Restricted Rights

Use, duplication or disclosure by the United States government is subject to the restrictions as set forth in the Rights in Technical Data and Computer Software Clauses in DFARS 252.227-7013(c)(1)(ii) and FAR 52.227-19(c)(2) as applicable. The manufacturer is Oracle Corporation, 500 Oracle Parkway, Redwood City, California 94065, U.S.A.

Open Source

"Open Source" software - software available without charge for use, modification and distribution - is often licensed under terms that require the user to make the user's modifications to the Open Source software or any software that the user 'combines' with the Open Source software freely available in source code form. If you use Open Source software in conjunction with the programs, you must ensure that your use does not: (i) create, or purport to create, obligations of us with respect to the Oracle programs; or (ii) grant, or purport to grant, to any third party any rights to or immunities under our intellectual property or proprietary rights in the Oracle programs. For example, you may not develop a software program using an Oracle program and an Open Source program where such use results in a program file(s) that contains code from both the Oracle program and the Open Source program (including without limitation libraries) if the Open Source program is licensed under a license that requires any "modifications" be made freely available. You also may not combine the Oracle program with programs licensed under the GNU General Public License ("GPL") in any manner that could cause, or could be interpreted or asserted to cause, the Oracle program or any modifications thereto to become subject to the terms of the GPL.

Other

Upon 45 days written notice Oracle may audit the use of the program. You agree to cooperate with Oracle's audit and provide reasonable assistance and access to information. You agree that Oracle shall not be responsible for any of your costs incurred in cooperating with the audit.

Entire Agreement

You agree that this Agreement is the complete Agreement for the programs and licenses, and this Agreement supersedes all prior or contemporaneous Agreements or representations. If any term of this Agreement is found to be invalid or unenforceable, the remaining provisions will remain effective.

Last updated: 01/24/08

Should you have any questions concerning this License Agreement, or if you desire to contact Oracle for any reason, please write: Oracle USA, Inc. 500 Oracle Parkway, Redwood City, CA 94065

Oracle may contact you to ask if you had a satisfactory experience installing and using this OTN software download.

1 = The license key consists of a valid certificate of the cryptographic public key used by the application to verify kSuite digital signatures. The license key for the Free Trial will expire after 30 days from the Effective Date (normally, the date of download).