Skip to content

Enterprise Server License

BINARY NINJA™ ENTERPRISE SERVER LICENSE

Preamble and Definitions This License Agreement (the "License") is entered into between you ("you" or "your") and Vector 35 Inc, a Delaware corporation ("us", "we" or "our",) that owns Binary Ninja™ Enterprise Server, a software application (the "Server Software") that is subject to the terms and conditions of this License.

You, your employees and authorized subcontractors which you permit to access the Server Software via Client Software ("Enterprise Users") are subject to the Enterprise Client License ("ECL"). Server Software is accompanied with a minimum of three floating ECLs, which number may be increased depending on your purchase ("Maximum Simultaneous Users".)

The terms "you" or "your" in this License mean you as the Server Software licensee. The terms "you" and "your" include you or the entity on behalf of which you are accepting the License, and you represent that you have the authority to bind that entity. Any reference to "we", "us", or "our" means Vector 35 Inc, a Delaware Corporation, the company that owns the Server Software.

We will license the Server Software to you under the terms and conditions in this License. By installing the Server Software, you agree to be bound by the terms of this License. If you do not agree to the terms of this License, please do not install or attempt to use the Server Software.

  1. Non-Exclusive License Grant. a. Under the terms of this License, the Server Software is licensed on a non-exclusive basis and is not sold. You receive no title to or ownership of the Server Software itself. This License grants you the right to install a copy of the Server Software and use it on particular server you own (the "Designated Server"), which Designated Server may be accessed by any Enterprise User(s), up to the Maximum Simultaneous Users. b. Enterprise User(s) shall install a local client and, after agreeing to the ECL, authenticate with an Enterprise User account created by your Server Software Administrator. You may install local clients on an unlimited number of computers, but in no event shall you or Enterprise Users simultaneously operate more instances of local clients than the Maximum Simultaneous Users. c. ECLs may be 'checked out' from the Server Software's Maximum Simultaneous Users for local use for a duration selected by the Enterprise User ("Check-out Period"). For the duration of the Check-out Period, or until earlier checked-in by Enterprise User, the Enterprise Client software may be used locally without authenticating with the Server Software, however, the Maximum Simultaneous Users shall be decreased by one for each ECL checked out until the expiration of the Check-out Period. d. If you will use the Server Software on any servers other than the Designated Server that the application will be installed on, then you are required to obtain additional licenses for each such server upon which the Server Software will be installed. If your needs multiple disparate Enterprise Servers, please contact us for alternative licensing arrangements. All rights not expressly granted herein reserved by us.

  2. License Fee. Prices are subject to change without prior notice and the price of a License today does not guarantee a similar price in the future.

  3. Term and Termination. a. License is valid for one year from date of purchase, unless renewed. b. Your license to the Server Software automatically terminates if you fail to comply with the terms of this License. c. Upon termination of this License, all licenses granted in Section 1 will terminate, and you will be unable to use the collaboration features of the Server Software. d. Floating EULs shall survive termination, and you may continue to use these licenses in perpetuity, provided that the Server Software is maintained as a license server. You will retain the ability to access databases and content created collaboratively on a read-only basis. e. The following provisions will survive termination of this License: (i) your obligation to pay for services rendered before termination; (ii) Sections 6 through 14; and (iii) any other provision of this License that must survive termination to fulfill its essential purpose.

  4. Modification and Upgrades. We may, from time to time, and in certain cases for a fee, replace, modify or upgrade the Server Software. The license fee includes free upgrades for the duration of the license term. When accepted by you, any such replacement or modified Server Software code or upgrade to the Server Software will be considered part of the Server Software and subject to the terms of this License (unless this License is superseded by a further License accompanying such replacement or modified version of or upgrade to the Server Software).

  5. Restrictions. Subject to applicable copyright, trade secret and other laws, you are permitted under this License to reverse engineer or decompile the Server Software but you may not alter, duplicate, modify, rent, lease, loan, sublicense, create derivative works from or provide others with the Server Software in whole or part, or transmit or communicate any of the Server Software over a network in order to share it with others. These restrictions include prohibitions on use of the Server Software for service bureau or time-sharing purposes or in any other way allow third parties to exploit the Server Software. Time-sharing means sharing the Server Software with customers or other third parties and permitting their use of the Server Software as a service. Service bureau involves your use of the Server Software on behalf of third parties, instead of your own use. It is your responsibility to determine if your use of the Server Software is in compliance with applicable laws.

  6. Export Restrictions. You must use the Server Software in accordance with export laws and this means that you may not export, ship, transmit or re-export the Server Software, in whole or in part, in violation of any applicable law or regulation including but not limited to applicable export administration regulations issued by the U.S. Department of Commerce.

  7. Disclaimer of Warranties. The Server Software is provided "as is" which means that we are providing no warranty of any kind. WE MAKE NO WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. We do not warrant that the Server Software will perform without error or that it will run without interruption.

  8. Limitation of Liability. IN NO EVENT WILL OUR LIABILITY ARISING OUT OF OR RELATED TO THIS LICENSE EXCEED THE AGGREGATE OF FEES PAYABLE TO US UNDER THIS LICENSE (INCLUDING FEES BOTH PAID AND DUE) AT THE TIME OF THE EVENT GIVING RISE TO THE LIABILITY. IN NO EVENT WILL WE BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES. THE LIABILITIES LIMITED BY THIS SECTION 8 APPLY: (A) TO LIABILITY FOR NEGLIGENCE; (B) REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT PRODUCT LIABILITY, OR OTHERWISE; (C) EVEN IF WE ARE ADVISED IN ADVANCE OF THE POSSIBILITY OF THE DAMAGES IN QUESTION AND EVEN IF SUCH DAMAGES WERE FORESEEABLE; AND (D) EVEN IF YOUR REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE. If applicable law limits the application of the provisions of this Section 8, our liability will be limited to the maximum extent permissible.

  9. Severability. To the extent permitted by law, we waive and you waive any provision of law that would render any clause of this License invalid or otherwise unenforceable in any respect. In the event that a provision of this License is held to be invalid or otherwise unenforceable, such provision will be interpreted to fulfill its intended purpose to the maximum extent permitted by applicable law, and the remaining provisions of this License will continue in full force and effect.

  10. Independent Contractors. We are not your agent and you are not our agent and so neither party may bind the other in any way. The parties are independent contractors and will represent themselves in all regards as independent contractors.

  11. No Waiver. Neither party will be deemed to have waived any of its rights under this License by lapse of time, course of dealing, nor by any statement or representation other than in an explicit written waiver. No waiver of a breach of this License will constitute a waiver of any prior or subsequent breach of this License.

  12. Force Majeure. To the extent caused by force majeure, no delay, failure, or default will constitute a breach of this License.

  13. Assignment & Successors. Neither party may assign this License or any of its rights or obligations hereunder without the other's express written consent, except that either party may assign this License to the surviving party in a merger of that party into another entity. Except to the extent forbidden in the previous sentence, this License will be binding upon and inure to the benefit of the respective successors and assigns of the parties.

  14. Choice of Law & Jurisdiction. The laws of the State of Florida, excluding its conflict of law provisions, govern all matters (including, without limitation, the validity, interpretation, and construction) of the License, any dispute, claim, or proceeding arising out of or in connection with the License, or the subject matter or formation (including non-contractual disputes or claims) of such matters. If either party brings against the other any proceeding arising out of this License, such proceeding will be heard exclusively in the United States District Court for the Middle District of Florida, Orlando Division, or, only if there is no Federal subject matter jurisdiction, in any state court of Florida sitting in Brevard County, and each party consents and submits to the exclusive jurisdiction of those course for purposes of any such proceeding.