The individual breaking the seal of this package or using this software represents and warrants that he or she has authority to enter into this agreement with Toolilla on behalf of the Licensee, that he or she has read the terms and conditions set out herein and that the Licensee accepts and agrees to be bound by this agreement. If the Licensee does not agree with the terms and conditions, the Licensee must not use or permit the use of the Product.
Accessible Code means source code contained within the Product that is unprotected and accessible under this agreement.
Toolilla means https://www.toolilla.com
Authorised Use means the defined tools (each tool represents a certain section of the Product in general) that may be used by Licensee.
Authorised User means a person who is licensed to use one or more of the tools that are built-in in the Product.
Commencement Date means the date that Toolilla processes payment of the License for each tool individually.
Embedded Software means third party software licensed by Toolilla from a Licensor and embedded in the Product.
License means the right to use one or more tools, each tool requires its own license as defined by Authorised Use.
Licensee means the individual or entity (inclusive of subsidiaries) that has licensed the Product under the terms and conditions of this agreement.
Licensor means the licensor of the Embedded Software.
OEM Distribution means distribution of the Product as either a bundled add-on to, or embedded component of, another application with such application being made available to its users as, but not limited to, an on-premise application, a hosted application, a software-as-a-service offering or a subscription service for which the distributor of the application receives a license fee or any form of direct or indirect compensation.
Product means the Toolilla Product along with the built-in tools and which may contain Embedded Software, including any updates provided under the terms of this agreement in accordance with Clause 5.
Protected Code means source code contained within the Product that is protected against access by Toolilla and is not accessible under this agreement.
2. License Fee
Each tool requires a separate registration fee in order to receive Authorized Use. The license holds as long as the Licensee does not upgrade. An upgrade requires a separate fee. Because Toolilla offers a 14 day trial version and the way it handles the registrations, the fee is not-refundable.
3. Grant of License
Subject to the terms of this agreement, including limitations defined by the License, Toolilla grants to Licensee, and Licensee accepts from Toolilla, a perpetual, worldwide, non-exclusive, non-transferable, non-sub licensable License to use the Product as defined by Authorized Use.
4. No Warranty
Save as provided in clauses 12 and 13 below, the Product is provided on an “as is” and “as available” basis without warranty, express or implied, of any kind or nature, including, but not limited to, any warranties of performance or merchantability or fitness for a particular purpose, including without limitation that Toolilla does not warranty that the Product will be error-free, complete, or correct. Toolilla provides evaluation copies of the Product so that customers can assess the Product.
5. Toolilla’s Obligations
Upon receipt of Licensee Fee from Licensee, Toolilla will (a) supply the access to the relevant tool; and (b) provide Software Maintenance as defined in Section 6, for a period of twelve (12) months from the Commencement Date (the “Initial Maintenance Period”).
6. Software Maintenance
Software Maintenance includes Toolilla’s provisioning to Licensee Product updates and/or enhancements made generally available to customers from time to time, and online technical support (and where applicable, email support) to one Licensee-designated technical contact for the sole purpose of addressing technical issues relating to the use of the Product (excluding any form of on-site visits by Toolilla’s personnel or contractors). The Initial Maintenance Period may be renewed for additional twelve (12) month periods (“Renewal Period”) at the then-current rate for Software Maintenance. Subsequent Renewal Periods commence upon the expiration of the prior Software Maintenance regardless of when it is purchased.
7. Licensee Obligations
The Licensee must at all times: (a) ensure that only an Authorized User may use the Product and only for Authorized Use in accordance with the terms and conditions of this agreement; (b) install all updates and enhancements provided by Toolilla and (c) immediately advise Toolilla, including in writing, if the Licensee becomes aware of any unauthorized use or distribution of the Product by any person.
8. Unauthorised Use or Distribution
Licensee may not, whether through deliberate or negligent act or act of omission: a) distribute or cause the distribution of the Product to any third party other than an Authorized User; or b) directly access or use any Embedded Software independently of the Product. Licensee is required to immediately report its knowledge of any violations of the foregoing to Toolilla, including in writing. Any such violations will entitle Toolilla and/or its Licensors to, in addition to any other right or claim that Toolilla or Embedded Software Licensor may have against Licensee, retroactively charge the Licensee, in addition to any other fees payable by the Licensee under this agreement, a fee calculated based on the number of prohibited distributions times the respective list prices that Toolilla and/or the Embedded Software Licensor charges for the Product or Embedded Software respectively.
9. Licensee’s Restrictions
Licensee must not, without the prior written consent of Toolilla, which may be withheld and which may include certain conditions: (a) decompile, reverse engineer, disassemble, modify, adapt, create derivative works from, or otherwise attempt to derive, the Protected Code; (b) sell, sublicense, redistribute, reproduce, transmit, circulate, disseminate, translate or reduce to or from any electronic medium or machine readable form the Product or any data/information provided to the Licensee through the Product to a person (except that nothing in this paragraph (b) is intended to prevent an Authorized Person undertaking Authorized Use); (c) vary or amend the Authorized Use without Toolilla’s prior written approval; (d) publish, promote, broadcast, circulate or refer publicly to the Toolilla name, trade name, trademark, service mark or logo, without the prior written consent of Toolilla; (e) commit any act or omission the likely result of which is that Toolilla’s reputation will be brought into disrepute or which act or omission could reasonably be expected to have or does have a material and adverse effect on Toolilla’s interests. For avoidance of doubt, and subject to the terms and conditions contained herein, Licensee is permitted to modify the Accessible Code to develop bug fixes, customizations, or additional features, solely for the purpose of using the Product as defined in, and during the term of, this Agreement. Under no circumstance may Licensee distribute the Product via OEM Distribution without entering into a separate OEM Distribution Agreement with Toolilla. Licensee shall also not copy or embed elements of the Accessible Code into other applications. In addition, the Product includes license protection mechanisms that are designed to manage and protect the intellectual property rights of Toolilla. Licensee must not modify or alter those features to try to defeat the Product use rules that the license protection mechanisms are designed to enforce.
The term of this agreement begins on the Commencement Date and will continue in full force and effect until terminated in accordance with Clause 12.
This agreement may be terminated by either party if the other party commits a material breach. Either party will have thirty (30) days to remedy any material breaches. Immediately upon termination, any Accessible Code in possession, custody or control of Licensee must be destroyed and written confirmation of such destruction provided to Toolilla. Clauses 1, 2, 4, 8 – 9, 13 – 14 shall survive any termination of this agreement.
12. Limitation of Liability
Without limitation, Toolilla will not be liable to any person for any loss, damage, cost, expense or other claim (including consequential, directly, indirect, special, punitive or other damages and loss of data or profits) in relation to the Product including, without limitation: (a) any use or reliance on a Product by the person (including the form and content of errors in and/or omissions from any information contained in a Product); (b) any delay, interruption or other failure in the provision of the Product; or (c) any change in the form or content of the Product. In no event will Toolilla and Toolilla’s licensors’ aggregate liability under any claims arising out of this agreement exceed the fees paid by licensee under this agreement. Except for each party’s indemnification obligations or breach of Clauses 2, 8 or 9, neither party will be liable for lost profits or for special, indirect, incidental or consequential damages, regardless of the form of action, even if such party is advised of the possibility of such damages. The foregoing liability limitations shall apply to the maximum extent allowed by applicable law. To the extent the foregoing liability limitations or the warranty disclaimers of Clause 4 are not allowed by applicable law, then the liability of Toolilla, and the remedy of Licensee, shall be limited to: (i) the re-supply of any defective Product; or (ii) the refund of any license fees paid by Licensee for such defective Product.
13. Intellectual Property
The Licensee acknowledges that the Product and all intellectual property rights in relation to the Product are the property of Toolilla or the Licensors and Toolilla is entitled to take whatever action it may decide in order to protect its intellectual property rights in the Product.
14. Publicity Rights
(a) The Licensee grants Toolilla the right to include the Licensee as a customer in Product promotional material.
(b) Licensee can deny Toolilla this right by submitting a written request via email to [email protected], requesting to be excluded from Product promotional material.
15. No Assignment or Amendment
Licensee may not end this Agreement without prior written consent of Toolilla. Licensee may assign this agreement to succeeding parties in the case of a merger, acquisition or change of control so long as in doing so, Toolilla is notified in writing within ninety (90) days of the closure of such transaction. Toolilla may assign its rights and obligation under this agreement without consent of Licensee.
Licensee acknowledges that the information needed for registration purposes will be stored in Toolilla’s servers while his personal information will be stored in an encrypted form. Toolilla gives the Licensee the option to save his data remotely that serves him as a backup and also to access to his data remotely, this data is also stored in an encrypted form. Toolilla won’t have any liability for the data stored on its servers but will do all it can in order to keep the integrity and completeness of this data.