Please read this NETvisor License Agreement (“NLA”) carefully before clicking “I Agree”. By clicking “I Agree”, downloading or using PVSR, you are agreeing to be bound by the terms and conditions of this NLA. If you do not agree to the terms of this NLA, do not click “I Agree” and do not download or use PVSR.
This NLA is concluded by and between NETvisor (“NETvisor”), located at 56 Petzval Jozsef utca, H-1119 Budapest, Hungary, as Licensor, and the party accepting this NLA, as Licensee (hereinafter referred to as “Licensee”).
1. Definitions
“PVSR” refers to the free edition of PVSR software in machine-readable object code form and the relevant Documentation owned or distributed by NETvisor.
„Delivery” shall mean the download of the PVSR and the Documentation by Licensee from the pvsr.net website.
“Documentation” shall mean the Administrative Guide, the User Guide and the Installation Guide generally distributed with PVSR.
2. License Granted
NETvisor shall grant Licensee a revocable, non-exclusive, non-assignable license to use PVSR and the Documentation solely for Licensee’s internal business operations and subject to the terms of this NLA.
3. Intellectual Property Rights
The PVSR and the Documentation shall be the sole and exclusive property of NETvisor. All intellectual property rights, any and all right, title and interest, including, but not limited to, copyrights and patent rights, in and to PVSR and Documentation and any works of authorship shall be retained by NETvisor.
4. Restrictions
Licensee may run only one copy of PVSR in its network and cannot exceed the use of 200 license points (for details re. license points, please visit http://www.pvsr.net/pricing/licensing-model/). Licensee may not assign, sublicense, or otherwise transfer this license to any other entity without Licensor’s prior written consent. Licensee acknowledges and accepts that NETvisor may – either by remote access or otherwise – check and verify whether Licensee complies with the terms of this NLA, including the restrictions set forth herein.
Licensee may copy PVSR solely for back-up purposes. Licensee may copy Documentation for its own internal use and at its own expense. Licensee shall reproduce and apply any and all copyright notices and trade secret legends included on or in PVSR or the Documentation to any copies, whether in whole or in part, that it makes of PVSR or the Documentation, in whatever form.
Licensee may not, and may not cause or permit others to:
- remove or modify any program or services markings or any notice of NETvisor’s or its licensors’ proprietary rights;
- make PVSR or the Documentation available in any manner to any third party;
- modify, make derivative works of, disassemble, reverse compile, reverse engineer, reproduce, distribute, republish PVSR or the Documentation or access or use PVSR in order to build or support, and/or assist a third party in building or supporting, products or services competitive to NETvisor;
- perform or disclose results of any benchmark tests or performance tests of the services PVSR without NETvisor’s prior written consent;
- license, sell, rent, lease, transfer, assign, distribute, host, outsource, disclose, permit timesharing or service bureau use or make PVSR available to any third party.
5. Modifications
NETvisor reserves the right to modify, suspend or discontinue, temporarily or permanently, PVSR or any service to which it connects, at any time, for any or no reason, with or without notice and without any liability to Licensee.
6. Third Party Software
Licensee understands and acknowledges that the proper operation of PVSR may require the use of certain software developed or marketed by third parties (“Third-Party Software”), for which Licensee must obtain license separately from the respective license owner or, if available, through NETvisor at its own expense.
7. Fees and Payment
The use of the free edition of PVSR is free of charge.
8. Technical Support
NETvisor does not provide technical support services for the free edition of PVSR.
9. IPR Infringement Indemnification
In the event any suit is brought against Licensee based on a claim that PVSR or its Documentation infringes any copyright, trade secret, patent or other property rights of any third party, Licensee’s exclusive remedy and NETvisor’s only obligation shall be, at its sole option, to
- replace the alleged infringing material with non-infringing materials,
- procure the right for Licensee to continue to use PVSR and the Documentation, or
- terminate the license for PVSR
Licensee shall promptly notify NETvisor of any claimed infringement and shall fully co-operate with and assist NETvisor in fulfilling NETvisor’s obligations hereunder. NETvisor shall have the right to control any legal actions for a claim NETvisor elects to defend.
NETvisor shall have no liability for any claim of patent, trade secret or copyright infringement based on or arising in connection with the use or combination of the PVSR with software not provided by NETvisor, or with any maintenance, modification or attempted modification of PVSR made by anyone other than NETvisor.
This section provides Licensee’s exclusive remedy for any infringement claims or damages.
10. Limitation of Liability
NETVISOR shall NOT UNDER ANy CIRCUMSTANCES be liable for ANY damages, or any loss of profits, revenue, data, or data use that arise out of the use of PVSR WHETHER OR NOT SUCH DAMAGES WERE FORESEEABLE.
11. Representations and Warranties
licensee acknowledges and agrees that PVSR IS PROVIDED on an “as is” and “as available” basis without any warranty whatsoever. licensee further acknowledges and accepts that licensee’s use of or reliance upon pvsr is at licensee’s sole risk and discretion. NETvisor DOES NOT WARRANT THAT PVSR WILL PERFORM ERROR-FREE OR UNINTERRUPTED OR THAT NETvisor WILL CORRECT ALL PROGRAM ERRORS or that PVSR will operate in the combination Licensee selects for use, or operate in combination with other software.
12. Term and Termination
This NLA enters into force upon acceptance of thereof by Licensee and shall remain in effect until terminated by NETvisor. This NLA will terminate immediately, without prior notice from NETvisor in the event that Licensee fails to comply with any provision of this NLA. Licensee may also terminate this NLA by deleting PVSR from Licensee’s computer. Upon termination of this NLA, Licensee shall cease all use of PVSR and delete PVSR and the Documentation from Licensee’s computer.
13. NON-DISCLOSURE
By virtue of this NLA, Licensee may have access to information that is confidential to NETvisor, including, but not limited to, PVSR and the Documentation and any information related thereto. Confidential Information shall not include information which:
- is or becomes a part of the public domain through no act or omission of the other party; or
- was in the other party’s lawful possession prior to the disclosure and had not been obtained by the other party either directly or indirectly from the disclosing party; or
- is lawfully disclosed to the other party by a third party without restriction on disclosure; or
- is independently developed by the other party.
Licensee agrees both during the term of this NLA and for a period of three years after termination of this NLA and of the license granted hereunder, to hold the Confidential Information in confidence. Licensee agrees not to make the Confidential Information available in any form to any unauthorized third parties. Licensee agrees to take all reasonable steps to ensure that Confidential Information is not disclosed or distributed by its employees or agents in violation of the provisions of this NLA.
Licensee acknowledges and accepts that for purposes of product enhancement NETvisor may collect technical or other data (e.g. devices types monitored and their quantity, software version, specifications). NETvisor will not disclose such data to any third parties.
14. Survival
The provisions of paragraphs 9 (IPR Infringement Indemnification), 10 (Limitation of Liability), 11 (Representations and Warranties), 13 (Non-disclosure) shall survive the expiration of this NLA.
15. Governing Law and Venue
This NLA as well as all the terms not provisioned therein shall be interpreted and governed by the laws of Hungary. Parties agree to submit any disputes or disagreements to the exclusive jurisdiction of, and venue in, the ordinary courts in Budapest, Hungary.
16. Miscellaneous
Severability. If any provision or provisions of this NLA shall be held to be invalid, illegal or unenforceable, the validity and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
Assignments. This NLA may not be assigned by Licensee without the express written consent of NETvisor.
Relationship between the Parties. NETvisor is an independent company; nothing in this NLA shall be construed to create a partnership, joint venture, or agency relationship between the parties. Each party will be solely responsible for payment of all compensation owed to its employees, as well as employment related taxes.
Entire Agreement. This NLA contains the entire agreement between the parties with respect to the subject matter hereof and no statement or promise made by either party which is not contained herein shall be binding upon such party.
