GENSoftware Commercial License

1. Acceptance

By downloading, installing, copying, or otherwise using the Software you accept this license and agree to be bound by it. If you do not accept it you must not use the Software and must delete all copies in your possession. Where you accept this license on behalf of an organisation, you confirm that you have authority to bind that organisation to it.

2. Definitions

In this license the following terms have the meanings given below.

"GENSoftware" (also "we", "us", and "our") means GEN, trading as GENSoftware, the licensor of the Software.

"Software" means the program, script, library, extension, or other work supplied by GENSoftware under this license, including its source code where supplied, its object and executable forms, its configuration and data files, and its accompanying documentation.

"You" (also "your") means the individual or organisation exercising the rights granted by this license.

"Your Organisation" means the legal entity you belong to, together with any parent or subsidiary in which that entity holds more than fifty per cent (50%) of the voting interest.

"Distribute" means to supply, publish, transmit, sell, sublicense, or otherwise make available to any person outside Your Organisation, in original or modified form, whether or not for charge.

"Modification" means any change, addition, removal, adaptation, translation, or other derivative work based on the Software.

"Order" means the quotation, order form, invoice, or written agreement under which GENSoftware supplies the Software to you, including any renewal of it.

"Licensed Scope" means the limits on your use stated in the Order, such as the number of servers, instances, seats, sites, or transactions covered, and any environment or territory restriction.

3. Grant of Rights

Subject to payment of the applicable fees and to the terms of this license, GENSoftware grants you a non-exclusive, non-transferable, non-sublicensable license to install and use the Software for the internal business purposes of Your Organisation, within the Licensed Scope and for the term stated in your Order. Where the Order states a perpetual license, the right to use the version supplied continues indefinitely, subject to this license.

4. Licensed Scope

Your Order states what you have licensed. Use beyond the Licensed Scope, including use by additional users, on additional systems, or at additional sites, requires an additional license and our prior written consent. Non-production copies for development, testing, and disaster recovery standby are permitted at no additional charge, provided they do not serve live workloads.

5. Fees and Payment

The fees, currency, billing period, and payment terms are those stated in your Order or invoice. Fees are exclusive of VAT and other taxes, which you pay in addition where they apply. Your rights under this license depend on payment: where an invoice remains unpaid after its due date and after written notice, GENSoftware may suspend support and, if payment remains outstanding, suspend or terminate the license. Fees already paid are non-refundable except where this license or the law provides otherwise.

6. License Keys and Activation

The Software may require a license key, activation, or a periodic entitlement check in order to operate. You must not circumvent, disable, tamper with, or share any such mechanism, and you must not use a key issued to another party. Information collected during activation or entitlement checking is limited to what is needed to confirm your entitlement and to support the Software.

7. No Distribution

You may not Distribute, publish, sublicense, rent, lease, or lend the Software, and you may not make it available to any third party over a network or through a service bureau, hosting, outsourcing, or timesharing arrangement. Contractors acting solely on your behalf and within the Licensed Scope may be given access where they are bound by obligations at least as protective as this license and retain no copies once their engagement ends.

8. No Resale or Transfer

You may not sell, resell, assign, or otherwise transfer the Software or any rights under this license to any third party, whether by agreement or by operation of law. A transfer within a group reorganisation may be permitted with our prior written consent, which will not be unreasonably withheld.

9. No Modification

You may not modify, adapt, translate, or create derivative works of the Software, and you may not reverse engineer, decompile, disassemble, or otherwise attempt to derive its source code, except to the extent that this restriction cannot lawfully be excluded - which in the United Kingdom and the European Union includes acts permitted for interoperability, error correction, and the study of underlying ideas. Where you need interoperability information, ask us first: we will normally supply it. You may not remove or alter any notice, marking, or restriction in the Software.

10. Confidentiality

The Software, its documentation, its license keys, and the commercial terms of your Order are confidential to GENSoftware. You must not disclose them to any third party other than your professional advisers, must limit access within Your Organisation to those who need it for their work, and must protect them with at least the care you apply to your own confidential material. This obligation continues for three (3) years after the license ends.

11. Intellectual Property

The Software is protected by copyright and other intellectual property laws. GENSoftware retains all right, title, and interest in and to the Software, including in every copy of it. This license grants you the rights expressly set out in it and no others; no rights are granted by implication or otherwise, and nothing in it transfers ownership of the Software to you.

12. Verification

GENSoftware may ask you, not more than once in any twelve (12) month period and on at least fourteen (14) days written notice, to confirm that your use of the Software is within the Licensed Scope. You must respond accurately and supply the deployment records we reasonably request. Any verification is carried out during business hours and with the minimum of disruption. Where use is found to exceed the Licensed Scope, you must pay the additional fees due from the date the excess began.

13. Support and Maintenance

Support entitlements, response times, and maintenance are those stated in your Order or support agreement. Unless the Order says otherwise, support covers the current release and the immediately preceding release, and applies only to unmodified copies used within the Licensed Scope. Support continues for as long as your license and any support fees remain current.

14. Software Updates

GENSoftware periodically publishes fixes, security patches, and feature enhancements. To reduce your exposure to vulnerabilities and to keep the Software stable, you must establish and maintain a systematic update process: monitor our release channels, test updates in a controlled environment, and deploy them promptly to production systems. Releases marked as security updates should be applied without undue delay. GENSoftware is not responsible for loss arising from continued use of a version that a published update would have corrected.

15. Security

If you discover a security vulnerability in the Software, please report it privately to GENSoftware before disclosing it publicly, so that a fix can be prepared for every user. Contact details are given on our Support pages. You must not use a vulnerability in the Software to obtain access to any system that is not your own.

16. Third-Party Components

The Software may include or depend on components supplied by third parties. Those components are licensed under their own terms, which are set out in the documentation, the NOTICE file, or the dependency manifest supplied with the release. Where those terms conflict with this license in respect of a particular component, the third-party terms govern that component.

17. Trade Marks

This license grants no rights in the GEN or GENSoftware names, logos, or other trade marks. You may use them only to identify the origin of the Software accurately, as required by the section on notices, and never in a way that suggests sponsorship, affiliation, or endorsement of your own product or service.

18. Compliance with Law

You must comply with all laws that apply to your use of the Software, including data protection, export control, and sanctions legislation. You must not export, re-export, or make the Software available to any person or in any territory where doing so would breach an applicable trade restriction, and you must not use the Software for any unlawful purpose.

19. Term and Termination

This license begins on delivery of the Software or on the start date stated in your Order, whichever is earlier, and continues for the term stated there. Either party may terminate it on written notice if the other commits a material breach that is not corrected within thirty (30) days of notice, or becomes insolvent. GENSoftware may terminate it where fees remain unpaid after notice. On termination or expiry you must stop using the Software, uninstall and destroy all copies including backups within thirty (30) days, and certify in writing that you have done so if we ask. Termination does not affect any fee already due, and the sections on confidentiality, intellectual property, warranty, liability, and general terms survive it.

20. Limited Warranty

GENSoftware warrants that, for ninety (90) days from delivery, the Software will perform substantially in accordance with its documentation when installed on a supported platform and used within the Licensed Scope. Your exclusive remedy for breach of this warranty is, at our option, correction of the Software or a refund of the fees paid for the affected part of it.

This warranty does not apply where a fault arises from modification of the Software, from use outside the Licensed Scope or the documented requirements, or from hardware, third-party software, or data outside our control.

21. No Other Warranty

THE SOFTWARE IS PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

GENSoftware does not warrant that the Software will meet your requirements, that it will operate without interruption or error, or that every defect will be corrected. You are responsible for satisfying yourself that the Software is suitable for your intended use, for testing it before you rely on it, and for maintaining backups and other safeguards appropriate to the value of your data.

To the fullest extent permitted by law, all terms and warranties implied by statute or common law are excluded from this license.

22. Limitation of Liability

IN NO EVENT SHALL THE AUTHORS OR COPYRIGHT HOLDERS BE LIABLE FOR ANY CLAIM, DAMAGES, OR OTHER LIABILITY, WHETHER IN AN ACTION OF CONTRACT, TORT, OR OTHERWISE, ARISING FROM, OUT OF, OR IN CONNECTION WITH THE SOFTWARE OR THE USE OR OTHER DEALINGS IN THE SOFTWARE.

In particular, GENSoftware is not liable for loss of profit, loss of business, loss of revenue, loss or corruption of data, loss of goodwill, or for any indirect or consequential loss, however it arises.

Nothing in this license excludes or limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot lawfully be excluded or limited.

Subject to the paragraph above, the total liability of GENSoftware in connection with the Software, whether in contract, tort (including negligence), or otherwise, is limited in aggregate to the fees you paid for the Software in the twelve (12) months before the event giving rise to the claim.

23. General

This license is governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction over any dispute arising out of or in connection with it.

If any provision of this license is held to be invalid or unenforceable, it shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions continue in full force. A failure or delay in enforcing a provision is not a waiver of it.

This license, together with any written agreement you have signed with GENSoftware and any notices supplied with the Software, is the entire agreement between us in respect of the Software and replaces any earlier understanding. Where a signed agreement conflicts with this license, the signed agreement takes precedence.

GENSoftware may publish revised license terms for future releases. The terms supplied with a release govern that release; issuing a new version of this license does not change the terms of a release you already hold. You may not assign or transfer this license without our prior written consent, although GENSoftware may assign it as part of a transfer of its business or assets.