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Terms and Conditions
LogiGear TestArchitectTM Software License Agreement
PLEASE READ THIS SOFTWARE LICENSE AGREEMENT ("AGREEMENT" or Agreement ) CAREFULLY BEFORE INSTALLING
AND USING THE SOFTWARE. BY INSTALLING AND USING THE SOFTWARE, YOUR ARE EXPRESSLY AGREEING TO BE
BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS SET FORTH HEREIN, DO NOT
INSTALL OR USE THE SOFTWARE.
1. Definitions
(i) Education License means either a Node-Locked License
or Floating User License which is purchased for a subscribed period of time. Under
an Education License, the Software may only be used by a student or a faculty/staff
member for educational purposes while actively studying or teaching at an educational
institution and for no other purpose. Educational Licenses may not be used for
commercial, professional, or for-profit purposes. The number of running instances of the
Software in an Educational License at any one time may not exceed the number of node-locked
or floating seats licensed.
(ii) Floating License is a type of license that under
which all functionalities of the Software may be used on one network by different devices at
the same time up to the number of floating seats licensed. The number of running instances
of the Software at any one time may not exceed the number of floating seats licensed.
(iii) "Licensor" means LogiGear Corporation, a California
corporation having its principal place of business at 4100 E. 3rd Ave, Suite 150, Foster
City, California 94404, USA.
(iv) Licensee means an individual or a legal entity
exercising rights under and complying with all of the terms of this Agreement. For avoidance
of doubt, a Licensee is any individual or legal entity that uses the Software for any
purpose.
(v) "License Server" means a server part of TestArchitect
that enables administration of granted licenses.
(vi) "License Key" means a unique key-code that enables a
Licensee to run the Software. Only Licensor and/or its representatives are permitted to
produce License Keys for the Software.
(vii) Node-Locked License is a type of license under
which all functionalities of the Software is licensed for use on one computer or computing
device at a time. The number of running instances of the Software at any one time may not
exceed the number of node-locked seats licensed.
(viii) Run-Only Floating License is an extension of
Floating License which allows for test execution only as opposed to all functionalities of
the Software. Under the Run-Only Floating License, the number of concurrent computers or
computing devices used for test execution at any one time may not exceed the number of
Run-Only floating seats licensed.
(ix) Site License is a type of license under which an
unlimited number of concurrent installations of the Software may be used on a mutually
agreed upon number of networks by an unlimited number of different devices at the same time.
The number of running instances of the Software at any one time is unrestricted.
(x) Software means the LogiGear TestArchitect software
application including all editions, versions, releases, revisions, upgrades, updates,
add-ons or enhancements to the application along with any components that enable the
Software, any online materials regarding the installation or use of the application and any
other documentation or materials regarding the installation or use of the application.
(xi) Trial License is a license under which two
node-locked seats (ie, use on two computers or computing devices) may be running instances
of the Software at any given time. The trial version of the Software contains all the
features and functionality of the floating version of the Software. The trial version of the
Software will cease operating after thirty (30) days from the date the Software is activated
unless such timeframe is extended by mutual agreement of Licensor and Licensee.
2. License Grant
2.1 For the payment of fees agreed upon by the Licensor and
Licensee (if applicable), Licensor grants Licensee a nonexclusive, non-transferable limited
license to install and use the Software as permitted by the type of license Licensee has
purchased. In the case of a Licensee's use under a Trial License, Licensee will not be required
to pay any fees but must agree to the rest of the terms and conditions herein in order to obtain
said Trial License. For all other license types, the type of license Licensee has purchased is
specified in Licensee's product invoice or purchase order. Licensor owns all rights, title and
interest in, and to, the Software and all derivative works.
2.2 Licensee may not:
(i) Sell, redistribute, encumber, give, lend, rent, lease,
sublicense, or otherwise transfer Software, or any portions of Software, to anyone without
the prior written consent of Licensor;
(ii) Reverse engineer, decompile, disassemble, modify,
translate, and make any attempt to discover the source code of Software, or create
derivative works from Software; and,
(iii) Use the same License Key for running multiple
TestArchitect License Servers.
3. Permitted Uses and Restrictions
This Agreement allows Licensee to install and use the Software during a mutually renewable
ninety-nine (99) year time period, in accordance with the type of license, product and product
edition Licensee has purchased, unless terminated as provided herein. Except with respect to
Trial Licenses and Site Licenses, additional node-locked seats or additional users, depending on
the type of license Licensee has purchased, may only be added for an additional fee. Licensee
may make one copy of the Software in machine-readable form for backup purposes only. The backup
copy must include all copyright and trademark information contained on the original. Except as
expressly permitted in this Agreement, Licensee may not decompile, reverse engineer,
disassemble, modify, rent, lease, loan, sublicense, distribute or create derivative works based
upon the Software in whole or part. Licensee's rights under this Agreement will terminate
automatically without notice from Licensor if Licensee fails to comply with any terms of this
Agreement. Licensee agrees upon such termination to destroy or permanently erase all copies of
the Software in any form in its possession or under its control.
4. Limited Warranty and Disclaimer
4.1. Except with respect to the trial version of the Software,
Licensor warrants that, for a period of 30 days from the date of original purchase, as evidenced
by a copy of Licensee's invoice, when used with an approved hardware configuration, the Software
will perform in substantial conformance with the documentation supplied with the Software. THE
TRIAL VERSION OF THE SOFTWARE IS PROVIDED "AS IS AND WITHOUT WARRANTY OF ANY KIND.
4.2. LICENSOR EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES AND/OR
CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR
CONDITIONS OF MERCHANTABILITY OR SATISFACTORY QUALITY AND FITNESS FOR A PARTICULAR PURPOSE AND
NONINFRINGEMENT OF THIRD PARTY RIGHTS. LICENSOR DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN
THE SOFTWARE WILL MEET LICENSEE'S REQUIREMENTS, OR THAT THE OPERATION OF THE SOFTWARE WILL BE
UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SOFTWARE WILL BE CORRECTED. FURTHERMORE,
LICENSOR DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE
USE OF THE SOFTWARE, THE RESULTS OF THE SOFTWARE, OR RELATED DOCUMENTATION IN TERMS OF THEIR
CORRECTNESS, ACCURACY, RELIABILITY, STABILITY, OR OTHERWISE. NO ORAL OR WRITTEN INFORMATION OR
ADVICE GIVEN BY LICENSOR SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS
WARRANTY. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE
EXCLUSION MAY NOT APPLY TO LICENSEE.
5. Exclusive Remedy
Provided that any non-compliance with the warranty set forth in Section 5 is reported in writing
to Licensor no more than 30 days following the date of original purchase of the Software,
Licensor will use commercial efforts to supply Licensee with a replacement copy of the Software
that substantially conforms to its documentation or refund to Licensee the purchase price for
the Software, at Licensor's option. Licensor shall have no responsibility if the Software has
been altered in any way, if the Software has not been installed properly or if the failure
arises out of use of the Software with other than an approved hardware configuration. Any
misuse, accident, abuse, modification or misapplication of the Software will void the warranty
above. THIS REMEDY IS THE SOLE AND EXCLUSIVE REMEDY AVAILABLE TO LICENSEE FOR BREACH OF EXPRESS
OR IMPLIED WARRANTIES WITH RESPECT TO THE SOFTWARE.
6. Limitation of Liability
UNDER NO CIRCUMSTANCES SHALL LICENSOR BE LIABLE FOR ANY INCIDENTAL, SPECIAL, INDIRECT OR
CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR THE INABILITY TO USE EQUIPMENT
OR ACCESS DATA, LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION OR THE LIKE, ARISING
OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, LICENSEE'S USE OF THE
SOFTWARE, LICENSEE'S USE OF NEW SOFTWARE VERSIONS WITH PREVIOUS SOFTWARE RESULTS, OR LICENSEE'S
USAGE OF PREVIOUS SOFTWARE VERSIONS WITH NEW SOFTWARE RESULTS, EVEN IF LICENSOR HAS BEEN ADVISED
OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF INCIDENTAL
OR CONSEQUENTIAL DAMAGES SO THIS LIMITATION MAY NOT APPLY TO LICENSEE. IN NO EVENT SHALL
LICENSOR'S TOTAL LIABILITY TO LICENSEE FOR ALL DAMAGES EXCEED THE PURCHASE PRICE, IF ANY, THAT
LICENSEE PAID FOR THE SOFTWARE.
7. Export Law Assurances
Licensee may not use or otherwise export or re-export the Software except as authorized by
United States law and the laws of the jurisdiction in which the Software was obtained. In
particular, but without limitation, the Software may not be exported or re-exported (i) into (or
to a national or resident of) any U.S. embargoed country or (ii) to anyone on the U.S. Treasury
Department's list of Specially Designated Nationals or the U.S. Department of Commerce's Table
of Denial Orders. By using the Software, Licensee represents and warrants that it is not located
in, under the control of, or a national or resident of any such country or on any such list.
8. Government End Users
The Software is provided with Restricted Rights. Without limiting the foregoing, use,
duplication, or disclosure by the U.S. Government is subject to restrictions as set forth in
this Agreement and as provided in subparagraph (b) (1) (ii) of the Rights in Technical Data and
Computer Software clause at DFARS 252.227-7013 or subparagraphs (c) (1) and (2) of the
Commercial Computer Software Restricted Rights at 48 CFR 52.227-19, as applicable.
9. Support Services
Licensor's support services will be described in the applicable support materials, which will
cover the description of Licensor's offering, eligibility requirements, service limitations and
Licensee's responsibilities, as well as the Licensee's supported systems. For Licensee's using
the Software under the Trial License(or any use of the Software for Licensee does not pay fees),
Licensor will not provide any support to Licensee; Licensee may find support on the
TestArchitect website (www.testarchitect.com.).
10. Controlling Law and Severability
This Agreement shall be governed by the laws of the State of California, USA, without reference
to or application of any conflicts of laws rules. Any legal action shall be adjudicated in the
County of San Mateo, State of California. In the event that any legal action is required to
enforce or interpret any provisions of this Agreement, the substantially prevailing party in
such action is entitled to recover, in addition to any other relief granted, all reasonable
costs and expenses, including attorneys' fees, incurred in connection therewith. If for any
reason a court of competent jurisdiction finds any provision, or portion thereof, to be
unenforceable, the remainder of this Agreement shall continue in full force and effect.
11. Marketing
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 and on Licensor's web site. Licensee hereby grants
Licensor a license to use Licensee's name and any of Licensee's trade names and trademarks
solely in connection with the rights granted to Licensor pursuant to this marketing section.
12. Use of Data
Licensee's use of the Software is covered by Licensor's TestArchitect Privacy Policy. By
accepting this Agreement, Licensee authorizes the collection, use and disclosure of information
collected by Licensor for the purposes provided for in the License and the TestArchitect Privacy
Policy. Licensor may use this information to improve its products and services. Licensee is
encouraged to review the terms of the License and Privacy Policy from time to time, as Licensor
may revise or change the content of License or TestArchitect Privacy Policy at any time in its
discretion and as allowed by law. The TestArchitect Privacy Policy can be found at
testarchitect.com/legal/privacy-policy.
13. Entire Agreement
This Agreement constitutes the entire agreement between the parties with respect to the use of
the Software and supersedes all prior or contemporaneous agreements or understandings regarding
such subject matter. No amendment to or modification of this License will be binding unless in
writing and signed by Licensor and Licensee.
14. Modification of License Type or Usage Amount
If Licensee wishes to change the type of License under which it is using the Software (including
but not limited to increasing the number of licensed seats and/or converting from a Trial
License to a paid license), Licensee must contact the LogiGear Sales Department at [email protected] or by phone from with in the US at
(800) 322-0333 or outside the US at +1 (650) 572-1400.
If Licensee has any questions, please contact LogiGear in writing:
LogiGear Corporation,
4100 E 3rd Ave, Suite 150, Foster City, California 94404, USA
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