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End User License Agreement (EULA)

RaQuest - Requirements Management Tool for Enterprise Architect
End User License Agreement (EULA)

Copyright © 2004-2024 Sparx Systems Japan Co., Ltd. All Rights Reserved.

IMPORTANT - READ CAREFULLY:
This End User License Agreement is a legal agreement between you (an individual person) as the licensee of the SOFTWARE PRODUCT and Sparx Systems Japan Co., Ltd. as owner of the SOFTWARE PRODUCT.

By installing, copying, or otherwise using any version of the SOFTWARE PRODUCT, however obtained, YOU agree to be bound by the terms of this EULA. If YOU do not agree to the terms of this EULA immediately cease to use the SOFTWARE PRODUCT.

Your use of the SOFTWARE PRODUCT indicates your acceptance of this EULA and warranty. The EULA applies to all versions of the SOFTWARE PRODUCT, regardless of age, and may be updated at any time without notification to YOU, so please refer to this document from time to time.

The copyright in all versions of the SOFTWARE PRODUCT and its associated documentation is owned by SPARXJP, and is software that is licensed, not assigned to YOU. The license may be revoked. All rights not explicitly licensed to YOU are reserved to SPARXJP without limitation.

Subject to the terms of this EULA, YOU are granted a non-exclusive license to use the SOFTWARE PRODUCT, exclusively on the terms of this agreement. For the avoidance of doubt, YOU do not acquire ownership of copyright or other intellectual property rights in any part of the SOFTWARE PRODUCT by virtue of this EULA.

1. DEFINITIONS
In this End User License Agreement, the following terms apply unless otherwise specified,

• "EULA" means this End User License Agreement;
• "SPARXJP" means Sparx Systems Japan Co., Ltd. ;
• "YOU" means you an individual person or the organization (if any), or the person on whose behalf you are accepting the terms of this EULA;
• "SOFTWARE PRODUCT" means RaQuest, which includes computer Software and any applicable online or electronic documentation;
• "Registered Version of SOFTWARE PRODUCT" means the version of the SOFTWARE PRODUCT which is available for purchase from the web site: https://www.raquest.com/;
• "Trial Version of SOFTWARE PRODUCT" means the version of the SOFTWARE PRODUCT which is available free of charge for evaluation purposes;
• "Support Services" means email-based support provided by SPARXJP, including advice on usage of the SOFTWARE PRODUCT, investigation of bugs, fixes, repairs of models, if and when appropriate, and general product support;
• "SPARXJP support engineers" means employees of SPARXJP who provide on-line support services;
• "Remote Desktop" means a mechanism by which an end user runs an exclusive instance of the SOFTWARE PRODUCT on a remote machine, but manipulates the instance as if it were installed and executing on his current machine;

2. GRANT OF LICENSE IN THE SOFTWARE PRODUCT
Subject to clause 3 below and in accordance with the terms of this EULA, YOU are granted these rights:

• To install and use one copy of the SOFTWARE PRODUCT or, in its place, any prior version for the same operating system, on a single computer. This license is for direct and exclusive use of the SOFTWARE PRODUCT only through the input hardware mechanisms of the licensed computer, such as a keyboard, mouse, or via a touchscreen. As the primary user of the computer or device on which the SOFTWARE PRODUCT is installed, YOU may make a second copy for your exclusive use on either a home or portable computer.
• To store or install a copy of the SOFTWARE PRODUCT on a storage device, such as a file server, used only to install the SOFTWARE PRODUCT on the licensed users' local machine.
• If YOU want to increase the number of users entitled to concurrently access the SOFTWARE PRODUCT, YOU must notify SPARXJP and agree to pay an additional fee (if applicable) for the transfer in the type of license granted to YOU.
• To make copies of the SOFTWARE PRODUCT for backup and archival purposes only.

3. STANDARD, FLOATING AND ANNUAL STANDARD LICENSES IN THE REGISTERED VERSION OF SOFTWARE PRODUCT
There are three licenses available for the Registered Version of SOFTWARE PRODUCT.

• A. Standard License: A standard license to use the Registered Version of SOFTWARE PRODUCT is linked exclusively to the person who has obtained it. It cannot be transferred without the consent of SPARXJP, which may be withheld at its discretion.
• B. Floating License: A floating license to use the Registered Version of SOFTWARE PRODUCT is able to be purchased by companies or other organisations of more than one person. This license is transferable to other individuals within that organisation. The number of users that may use a Registered Version of SOFTWARE PRODUCT at any one time is limited to the number of licenses actually purchased.
• C. Annual Standard License: A annual standard license to use the Registered Version of SOFTWARE PRODUCT is linked exclusively to the person who has obtained it. It cannot be transferred without the consent of SPARXJP, which may be withheld at its discretion. Subject to the terms of this agreement, the person who has obtained it is hereby licensed to use the Registered Version of SOFTWARE PRODUCT for a period of one year.

4. TRIAL VERSION OF SOFTWARE PRODUCT - GRANT OF EVALUATION LICENSE
The Trial Version of SOFTWARE PRODUCT is not 'free' software, it is licensed to YOU for evaluation purposes only. Subject to the terms of this agreement, YOU are hereby licensed to use the Trial Version of SOFTWARE PRODUCT for evaluation purposes without charge for a period described in SPARXJP website, from the date the Trial Version of SOFTWARE PRODUCT is first installed on your device or computer.
Upon expiration, the Trial Version of SOFTWARE PRODUCT must be removed from the device or computer. Continued unregistered use of the Trial Version of SOFTWARE PRODUCT after the evaluation period is in violation of Japan, Australian, U.S. and international copyright laws.
After the evaluation period has elapsed, a license to use the Registered Version of SOFTWARE PRODUCT must be purchased (as described at https://www.raquest.com/).
Upon payment of the license fee, YOU will be sent details on where to download the Registered Version of SOFTWARE PRODUCT and will be provided with suitable license key(s) by email.

5. ADDITIONAL RIGHTS AND LIMITATIONS
All rights not expressly granted to YOU are reserve by SPARXJP. For the avoidance of doubt, and without limitation:

• YOU explicitly undertake not to sell, rent, lease, translate, adapt, vary, modify, decompile, disassemble, reverse engineer, create derivative works of, modify, sub-license, loan, resell or distribute the SOFTWARE PRODUCT;
• SPARXJP does not allow you to virtualize features of the SOFTWARE PRODUCT separately, or work around any technical restrictions or limitations in the SOFTWARE PRODUCT;
• YOU undertake not to reproduce or distribute license keys;
• YOU further undertake not to use any part of THE SOFTWARE that will enable YOU to allow more than one user to use the Registered Version of SOFTWARE PRODUCT, despite only having obtained one standard license. This conduct is specifically prohibited and will result in your license being terminated and/or damages being sought for lost revenue;
• Remote Desktop access is permitted provided the end user is licensed, has agreed to the terms of this EULA and accessing their exclusive instance of SOFTWARE PRODUCT on their primary desktop machine

6. ASSIGNMENT
YOU may only assign all your rights and obligations under this EULA to another party if YOU supply to the transferee a copy of this EULA and all other documentation including proof of ownership. Your license is then terminated.

7. TERMINATION
Without prejudice to any other rights, SPARXJP may terminate this EULA if YOU fail to comply with the terms and conditions. Upon termination YOU or YOUR representative shall destroy all copies of the SOFTWARE PRODUCT and all of its component parts or otherwise return or dispose of such material in the manner directed by SPARXJP.

8. WARRANTIES AND LIABILITY
SPARXJP warrants that:

• The SOFTWARE PRODUCT will perform substantially in accordance with the accompanying written materials for a period of ninety (90) days from the date of receipt (and not for the avoidance of doubt, from the date of installation); and
• Any Support Services provided by SPARXJP shall be substantially as described in applicable written materials provided to YOU by SPARXJP on a case by case basis, and SPARXJP support engineers will make commercially reasonable efforts to solve any problems associated with the SOFTWARE PRODUCT.

9. EXCLUSION OF LIABILITY
To the maximum extent permitted by law, SPARXJP excludes, for itself and for any supplier of software incorporated in the SOFTWARE PRODUCT, all liability for all claims, expenses, losses, damages and costs made against or incurred or suffered by YOU directly or indirectly (including without limitation lost costs, profits and data) arising out of:

• Your use or misuse of the SOFTWARE PRODUCT;
• Your inability to use or obtain access to the SOFTWARE PRODUCT;
• Gross negligence of SPARXJP or its employees, contractors or agents, or of any supplier of software incorporated in the SOFTWARE PRODUCT, in connection with the performance of SPARXJP's obligations under this EULA;
• Termination of this EULA by either party for any reason

10. LIMITATION OF LIABILITY
The SOFTWARE PRODUCT and any documentation are provided "AS IS" and all warranties, whether express, implied, statutory or otherwise, relating in any way to the subject matter of this EULA or to this EULA generally, including without limitation, warranties as to: quality; fitness; merchantability; correctness; accuracy; reliability; correspondence with any description or sample, meeting your or any other requirements; uninterrupted use; compliance with any relevant legislation; and being error or virus free are excluded. Where any applicable legislation implies in this EULA any term, and that legislation avoids or prohibits provisions in a contract excluding or modifying such a term, such term shall be deemed to be included in this EULA.
However, the liability of SPARXJP for any breach of such term shall, if permitted by legislation, be limited, at SPARXJP's option to any one or more of the following, upon return of the SOFTWARE PRODUCT and a copy of the receipt.

If the breach relates to the SOFTWARE PRODUCT, SPARXJP shall at its discretion shall provide:

• A replacement of the SOFTWARE PRODUCT, or the supply of an equivalent SOFTWARE PRODUCT; or
• repair of such SOFTWARE PRODUCT; or
• payment of the equivalent cost of replacing the SOFTWARE PRODUCT, or of acquiring an equivalent SOFTWARE PRODUCT; or
• The payment of the cost of having the SOFTWARE PRODUCT repaired.

If the breach relates to services provided by SPARXJP in relation to the SOFTWARE PRODUCT, SPARXJP shall at its discretion provide:

• The services again; or
• The payment of the cost of having the services supplied again.

11. TRADEMARKS
All names of products and companies used in this EULA, the SOFTWARE PRODUCT, or the enclosed documentation may be trademarks of their corresponding owners. Their use in this EULA is intended to be in compliance with the respective guidelines and licenses. Windows, Windows XP, Windows 2003 Server, Windows 2008 Server, Windows Vista, Windows 7, Windows 8, Windows 10 and Windows 11 are trademarks of Microsoft.

12. PRIVACY AND CONTACT
At SPARXJP we take your privacy seriously. A copy of our privacy policy can be found https://sparxsystems.jp/en/privacy.htm. Should you wish to contact us regarding privacy or any other matter contained in this EULA, please contact us at the following address global@sparxsystems.jp

13. GOVERNING LAW
This agreement shall be construed in accordance with the laws of Japan.