End User License Agreement (EULA)

CENTREL SOLUTIONS LTD

XIA Configuration Server

END-USER LICENSE AGREEMENT

Last revised 16th January 2024

IMPORTANT - PLEASE READ THIS END-USER LICENSE AGREEMENT (“AGREEMENT”) CAREFULLY BEFORE DOWNLOADING OR USING THE SOFTWARE PRODUCT INCLUDED IN THE INSTALLATION.

This CENTREL Solutions Ltd ("CENTREL SOLUTIONS") AGREEMENT constitutes a legally binding agreement between you or the business and/or entity which you represent ("YOU" or "LICENSEE") and CENTREL SOLUTIONS for the XIA Configuration Server product and related demonstration code, intermediate files, and documentation ("SOFTWARE PRODUCT") included in the installation.

By purchasing, installing, copying, or otherwise using the SOFTWARE PRODUCT, YOU acknowledge that YOU have read this AGREEMENT and YOU agree to be bound by its terms and conditions. If YOU are representing a business and/or entity, YOU acknowledge that YOU have the legal authority to bind the business and/or entity YOU are representing to all the terms and conditions of this AGREEMENT.

If YOU do not agree to any of the terms and conditions of this AGREEMENT or if YOU do not have the legal authority to bind the business and/or entity YOU are representing to any of the terms and conditions of this AGREEMENT, DO NOT INSTALL, COPY, USE, EVALUATE, OR REPLICATE IN ANY MANNER, ANY PART, FILE OR PORTION OF THE SOFTWARE PRODUCT.

The SOFTWARE PRODUCT is licensed, not sold.

1. GRANT OF LICENSE.

Subject to all the terms and conditions of this AGREEMENT, CENTREL SOLUTIONS grants the LICENSEE a non-exclusive, non-transferable license to install and use the SOFTWARE PRODUCT included in the installation as authorized in this section.

The SOFTWARE PRODUCT stores information about individual items (“ITEMS”) including, but not limited to, network switches, network storage devices, Microsoft ® Windows ® servers, and Microsoft ® SQL databases.

1.1 ENTERPRISE LICENSE.

YOU may install, copy, and use the SOFTWARE PRODUCT by purchasing an ENTERPRISE LICENSE from CENTREL SOLUTIONS or its authorized resellers.

The number of ITEMS permitted will be specified by count in the LICENSE. The LICENSEE must not attempt to exceed the number of ITEMS specified in the LICENSE.

The SOFTWARE PRODUCT of a version released prior to the SUPPORT expiry date specified in the LICENSE may be installed on a single machine in the Active Directory domain specified in the LICENSE, or on the machine with the NetBIOS name specified in the LICENSE.

The SOFTWARE PRODUCT may be installed on an additional machine in the Active Directory domain of the name specified in the LICENSE for the purposes of resilience as long as this does not permit the LICENSEE from exceeding the number of ITEMS specified in the LICENSE.

1.2 UNLIMITED LICENSE.

YOU may install, copy, and use the SOFTWARE PRODUCT by purchasing an UNLIMITED LICENSE from CENTREL SOLUTIONS or its authorized resellers.

The LICENSEE must only store information about ITEMS that are owned by the LICENSEE, or where the LICENSEE is a managed service provider (MSP) and is the primary technical support provider for the ITEM.

If the LICENSE stipulates additional terms such as, but not limited to, a geographical or project based limitation of use, these will be visible in the “Notes” field of the LICENSE and the LICENSEE must adhere to these additional terms.

The SOFTWARE PRODUCT may be installed on an additional machine in the Active Directory domain named in the LICENSE for the purposes of resilience only.

The price of the UNLIMITED LICENSE is based on information about the organization named in the LICENSE which is provided by the LICENSEE.

If the information provided by the LICENSEE to CENTREL SOLUTIONS is found to contain inaccuracies including, but not limited to, Windows server, customer, or virtualization host numbers, CENTREL SOLUTIONS shall be entitled to charge, and the LICENSEE shall pay, an amount equal to such underpayment as calculated in accordance with the price of the SOFTWARE PRODUCT had such information provided by the LICENSEE been correct. If the LICENSEE fails to pay such additional fees CENTREL SOLUTIONS will terminate this AGREEMENT. In such events, the LICENSEE must destroy all copies of the SOFTWARE PRODUCT and all of its component parts including any related documentation.

The LICENSEE agrees to periodically provide information about their usage of the SOFTWARE PRODUCT to ensure that the terms of the UNLIMITED LICENSE are met.

The LICENSEE may not assign or transfer the LICENSE to succeeding parties in the case of a merger, acquisition or change of control of the LICENSEE (within the meaning of section 1124 of the Corporation Tax Act 2010). CENTREL SOLUTIONS should be notified in writing within ninety (90) days of such an eventuality. A new UNLIMITED LICENSE should be purchased for the succeeding parties, or the SOFTWARE PRODUCT must be uninstalled and all copies destroyed.

1.3 TECHNICIAN LICENSE.

YOU may install, copy, and use the SOFTWARE PRODUCT by purchasing a TECHNICIAN LICENSE from CENTREL SOLUTIONS or its authorized resellers. YOU may install, copy, and use the SOFTWARE PRODUCT for 12 months from the date that the LICENSE is purchased (“USAGE PERIOD”). Upon expiration of the USAGE PERIOD, a new LICENSE should be purchased, or the SOFTWARE PRODUCT must be uninstalled and all copies destroyed.

The SOFTWARE PRODUCT of a version not exceeded by the LICENSE may be installed on the single machine named in the LICENSE.

The SOFTWARE PRODUCT may ONLY be used by the individual named in the LICENSE.

The SOFTWARE PRODUCT may ONLY be accessed from the machine named in the LICENSE.

1.4 EVALUATION (TRIAL) USE LICENSE.

If the LICENSE YOU have obtained is marked as a "TRIAL" or "EVALUATION", YOU may install the SOFTWARE PRODUCT for evaluation purposes only, for the period set within the LICENSE ("EVALUATION PERIOD"). Upon expiration of the EVALUATION PERIOD, a LICENSE should be purchased, or the SOFTWARE PRODUCT must be uninstalled and all copies destroyed.

YOU MAY NOT CREATE or ATTEMPT TO CREATE final end user documentation using the SOFTWARE PRODUCT under the terms of the EVALUATION (TRIAL) USE LICENSE.

YOU MAY NOT REDISTRIBUTE files or other outputs created by the SOFTWARE PRODUCT if using an EVALUATION (TRIAL) USE LICENSE.

1.5 WORKGROUP LICENSE.

If the LICENSE YOU have obtained is marked as a "Workgroup" or "WORKGROUP EDITION", YOU may install the SOFTWARE PRODUCT without charge, for the period set within the LICENSE ("LICENSE PERIOD").

The SOFTWARE PRODUCT may ONLY be used by the organization named in the LICENSE.

The number of ITEMS permitted will be specified by count in the LICENSE. The LICENSEE must not attempt to exceed the number of ITEMS specified in the LICENSE.

The number of ITEMS permitted may be revised in future versions of the SOFTWARE PRODUCT.

The SOFTWARE PRODUCT of a version not exceeded by the LICENSE may be installed on a single machine with the NetBIOS name specified in the LICENSE.

The SOFTWARE PRODUCT may exhibit additional limitations of functionality compared to other LICENSE types.

1.6 PRE-RELEASE SOFTWARE

The SOFTWARE PRODUCT marked as PRE-RELEASE (including but not limited to the designation of BETA, Community Technology Preview "CTP", or Release Candidate "RC") may contain deficiencies and as such, should not be considered for use in any production environment.

CENTREL SOLUTIONS may, at its sole discretion, discontinue availability of the PRE-RELEASE software, limit or modify PRE-RELEASE software functionality, or eliminate SUPPORT SERVICES for the PRE-RELEASE software at any time.

2. LIMITATIONS ON REVERSE ENGINEERING, DECOMPILATION, AND DISASSEMBLY.

YOU may not reverse engineer, decompile, create derivative works or disassemble the SOFTWARE PRODUCT. If the SOFTWARE PRODUCT is purchased by YOU with the intent to reverse engineer, decompile, create derivative works, or the exploitation and unauthorized transfer of any CENTREL SOLUTIONS intellectual property and trade secrets, to include any exposed methods or source code where provided, no licensed right of use shall exist and any PRODUCT(s) created as a result shall be judged illegal by definition.

Any sale or resale of intellectual property or created derivatives so obtained will be prosecuted to the fullest extent of all local, federal and international law.

3. SEPARATION OF COMPONENTS.

The SOFTWARE PRODUCT is licensed as a single PRODUCT. The SOFTWARE PRODUCT and its constituent parts may not be reverse engineered, decompiled, disassembled or separated for use on more than one computer, nor placed for distribution, sale, or resale as individual creations by the LICENSEE.

4. RENTAL.

YOU may not rent, lease, or lend the SOFTWARE PRODUCT.

5. TRANSFER.

Notwithstanding the provisions in clause 1.2, YOU may NOT permanently or temporarily transfer ANY of YOUR rights under this AGREEMENT to any individual, business, government entity or other organization without prior written approval from CENTREL SOLUTIONS.

6. COPYRIGHT.

YOU acknowledge that CENTREL SOLUTIONS is the owner or licensor of all intellectual property rights in the SOFTWARE PRODUCT anywhere in the world, that rights in the SOFTWARE PRODUCT are licensed (not sold) to you, and that you have no rights in, or to, the SOFTWARE PRODUCT other than the right to use them in accordance with the terms of this AGREEMENT and the relevant LICENSE.

YOU acknowledge that you have no right to have access to the SOFTWARE PRODUCT in source code form.

7. TWELVE (12) MONTH SUPPORT AND UPDATES.

CENTREL SOLUTIONS licenses the SOFTWARE PRODUCT on a subscription basis. A subscription lasts for a 12 month period from the date of purchase. The LICENSEE will be eligible to receive all major and minor updates for the SOFTWARE PRODUCT during this 12 month period.

Upon expiration of a subscription, the LICENSEE can optionally renew the SOFTWARE PRODUCT subscription for an additional 12 month period (and each subsequent year thereafter) in order to continue receiving major and minor updates of the SOFTWARE PRODUCT from CENTREL SOLUTIONS.

Pricing for the 12 month SOFTWARE PRODUCT subscription is charged at 20% of the total cost of the LICENSE. CENTREL SOLUTIONS reserves the right to change the price of any subsequent renewal of the SOFTWARE PRODUCT subscription.

The LICENSEE must maintain the 12 month SOFTWARE PRODUCT subscriptions contiguously with a break of no more than 31 days. If the break exceeds 31 days the LICENSEE must purchase a new LICENSE to renew the SOFTWARE PRODUCT subscription.

CENTREL SOLUTIONS does not provide SUPPORT when the SOFTWARE PRODUCT is used in conjunction with a LICENSE which is marked as a "Workgroup" or "WORKGROUP EDITION" LICENSE.

When the SOFTWARE PRODUCT is used in conjunction with a TECHNICIAN LICENSE, CENTREL SOLUTIONS will only provide SUPPORT to the individual named on the LICENSE.

CENTREL SOLUTIONS reserves the right to discontinue the SOFTWARE PRODUCT or its constituents, at any time. The LICENSEE will be entitled to use the legacy version of the SOFTWARE PRODUCT in perpetuity but at the LICENSEE’s own risk.

8. DOWNLOAD of SOFTWARE PRODUCT.

The SOFTWARE PRODUCT will be made available for download from the CENTREL SOLUTIONS web site exclusively.

9. DISCLAIMER OF WARRANTY.

CENTREL SOLUTIONS expressly disclaims any warranty for the SOFTWARE PRODUCT. THE SOFTWARE PRODUCT (INCLUDING ANY THIRD PARTY CONTROLS), AND ANY RELATED DOCUMENTATION IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. CENTREL SOLUTIONS DOES NOT WARRANT, GUARANTEE, OR MAKE ANY REPRESENTATIONS REGARDING THE USE, OR THE RESULTS OF THE USE, OF THE SOFTWARE PRODUCT IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF THE SOFTWARE PRODUCT REMAINS WITH YOU. No oral or written information or advice given by CENTREL SOLUTIONS or its employees shall create a warranty or in any way increase the scope of this warranty.

9.1. VIRUSES.

CENTREL SOLUTIONS will make commercially reasonable efforts to ensure that the SOFTWARE PRODUCT as delivered by CENTREL SOLUTIONS will not contain any virus, or other software designed to permit unauthorized access to, or to erase or otherwise harm, the LICENSEE’s software, hardware, or data.

10. LIMITATIONS ON LIABILITY.

YOU acknowledge that the SOFTWARE PRODUCT has not been developed to meet your individual requirements, including any particular cybersecurity requirements you might be subject to under law or otherwise, and that it is therefore YOUR responsibility to ensure that the facilities and functions of the SOFTWARE PRODUCT meet your requirements. CENTREL SOLUTIONS will not be responsible for any failure or fault of the SOFTWARE PRODUCT where such failure results from YOU having altered, modified or misused the SOFTWARE PRODUCT.

The LICENSEE understands that the SOFTWARE PRODUCT may produce inaccurate result due to a failure by the LICENSEE to properly use and/ or deploy the SOFTWARE PRODUCT. The LICENSEE assumes full and sole responsibility for any use of the SOFTWARE PRODUCT. CENTREL SOLUTIONS' maximum aggregate liability under or in connection with this AGREEMENT whether in contract, tort (including negligence) or otherwise, shall in all circumstances be limited to a sum equal to the price paid to CENTREL SOLUTIONS for the SOFTWARE PRODUCT.

Nothing in this AGREEMENT shall limit or exclude CENTREL SOLUTIONS’ liability for death or personal injury resulting from its negligence; fraud or fraudulent misrepresentation; or any other liability that cannot be excluded or limited by English law.

11. SUPPORT SERVICES.

CENTREL SOLUTIONS may provide YOU with support services related to the SOFTWARE PRODUCT ("SUPPORT SERVICES"). Use of SUPPORT SERVICES is governed by CENTREL SOLUTIONS policies and programs described in the product documentation, in online documentation and/or other CENTREL SOLUTIONS provided materials. CENTREL SOLUTIONS may restrict or otherwise discontinue SUPPORT SERVICES provided to the LICENSEE if YOUR use of the SUPPORT SERVICES is deemed by CENTREL SOLUTIONS, in its sole and reasonable discretion, to be excessive and beyond the scope of fair use.

Any supplemental SOFTWARE PRODUCT(S) provided to YOU as part of the SUPPORT SERVICES shall be considered part of the SOFTWARE PRODUCT and subject to the terms and conditions of this AGREEMENT. With respect to technical information YOU provide to CENTREL SOLUTIONS as part of the SUPPORT SERVICES, CENTREL SOLUTIONS may use such information for its business purposes, including for SOFTWARE PRODUCT support and development.

Should the LICENSEE wish to report an issue relating to the SOFTWARE PRODUCT, the LICENSEE agrees to report the issue using the “Log Support Call” page of the CENTREL SOLUTIONS web site.

The LICENSEE agrees to use the TeamViewer product from TeamViewer GmbH, for remote support. More information on TeamViewer can be found at https://www.teamviewer.com.

CENTREL SOLUTIONS may restrict or otherwise discontinue SUPPORT SERVICES provided to the LICENSEE if the SOFTWARE PRODUCT installed by the LICENSEE is more than one major release behind the currently available version of the SOFTWARE PRODUCT.

12. TERMINATION.

Without prejudice to any other rights or remedies, CENTREL SOLUTIONS may terminate this AGREEMENT immediately by written notice to YOU if YOU commit a material or persistent breach of this AGREEMENT which YOU fail to remedy (if remediable) within 14 days after the service of written notice requiring YOU to do so.

On termination for any reason, the LICENSEE must destroy all copies of the SOFTWARE PRODUCT and all of its component parts including any related documentation.

13. TAX.

CENTREL SOLUTIONS delivers its software electronically. YOU should confirm that YOUR local, state, or federal government does not impose any sales or use tax on electronically delivered software. YOU are entirely liable for any such sales or use tax.

14. PERSONAL DATA.

CENTREL SOLUTIONS does not lend, lease, sell, or market information it obtains from its customers or those who provide us personally identifiable information. CENTREL SOLUTIONS does not disclose purchase information or licensing information to third parties.

CENTREL SOLUTIONS collects personally identifiable information whenever YOU purchase/license a CENTREL SOLUTIONS product or service. Information includes Name, Address, Phone Number, Email address, Product Purchases, Licenses Owned, Employee/Contact Details, etc. The information we collect allows CENTREL SOLUTIONS to communicate with YOU regarding upcoming product updates, new product releases, company news and other important business matters.

CENTREL SOLUTIONS may disclose or report Confidential Information in limited circumstances where it believes in good faith that disclosure is required under the law.

The CENTREL SOLUTIONS privacy policy can be viewed online at the following address

https://www.centrel-solutions.com/company/privacy-policy.aspx

15. USE OF YOUR ACCOUNT

YOUR election to use the SOFTWARE PRODUCT indicates YOUR acceptance of the terms of this AGREEMENT. YOU are responsible for maintaining confidentiality of YOUR username, password and other sensitive information. YOU are responsible for all activities that occur in YOUR user account and in case of any unauthorized activity on YOUR account, YOU agree to inform CENTREL SOLUTIONS immediately by any method listed on the CENTREL SOLUTIONS website’s Contact page.

CENTREL SOLUTIONS is not responsible for any loss or damage to YOU or to any third party incurred as a result of any unauthorized access and/or use of YOUR user account, or otherwise.

16. THIRD PARTY CONTROLS

The SOFTWARE PRODUCT contains the following third-party software, use of which is subject to the terms noted below

CodeMirror (Open Source - MIT License)

https://codemirror.net/LICENSE

17. AGREEMENT

This AGREEMENT constitutes the entire agreement between us and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to its subject matter. YOU agree that YOU shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this AGREEMENT. YOU agree that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this AGREEMENT.

This AGREEMENT, its subject matter and its formation (and any non-contractual disputes or claims) are governed by English law. CENTREL SOLUTIONS and YOU both irrevocably agree to the exclusive jurisdiction of the courts of England and Wales.

18. MISCELLANEOUS

This AGREEMENT may only be modified or amended by YOU if the modification or amendment is approved in writing and signed by an authorized officer of CENTREL SOLUTIONS. If any provision of this AGREEMENT is found void or unenforceable, the remainder will remain valid and enforceable according to its terms. If any remedy provided is determined to have failed for its essential purpose, all limitations of liability and exclusions of damages set forth in the Limited Warranty shall remain in effect.

If we have to contact YOU, we will do so by email or post to the address YOU provided in accordance with your purchase of the LICENSE.

Any notice given by CENTREL SOLUTIONS to YOU will be deemed received and properly served 24 hours after an email is sent, or three days after the date of posting of any letter. Any notice given by YOU to CENTREL SOLUTIONS will be deemed received and properly served three days after the date of posting of any letter.

CENTREL SOLUTIONS reserves all rights not specifically granted in this AGREEMENT.

Should YOU have any questions concerning this AGREEMENT, contact us directly on +44 (0)1865 589216 or write to

CENTREL Solutions Ltd

Innovation House

John Smith Drive

Oxford

United Kingdom

OX4 2JY

All trademarks and registered trademarks are property of their respective owners.