End User License Agreement (EULA)
SOFTWARE PRODUCT LICENSE AGREEMENTEnd User License Agreement (EULA)
Sparx Systems Pro Cloud Server
Copyright © 2014-2024, Sparx Systems Pty Ltd. All Rights Reserved.
IMPORTANT - READ CAREFULLY: This End User License Agreement ("EULA") is alegal agreement between YOU as licensee, (which may be an individual, company, or otherlegal entity) ("You") and SPARX SYSTEMS PTY LTD (ABN: 38 085 034 546) ("SPARX")for the SOFTWARE PRODUCT defined below.
By installing, copying, or otherwise using the SOFTWARE PRODUCT, YOU agree to bebound by the terms of this EULA. If YOU do not agree to the terms of this EULA, promptly
return the unused SOFTWARE PRODUCT to the place of purchase for a full refund. ThisEULA applies to all versions of the Software Product 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 isowned by SPARX and is software that is licenced, not assigned to you. The licence may berevoked. Subject to the terms of this EULA, You are granted a non-exclusive licence 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, and Sparx reserves all rights (such as rights
under intellectual property laws) not expressly granted in this agreement.
1. DEFINITIONSIn this End User Licence Agreement, unless the contrary intention appears,
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"Enterprise Architect Software" means the proprietary software wholly owned andcontrolled by SPARX;"EULA" means this End User Licence Agreement"SPARX" means Sparx Systems Pty Ltd A.C.N 085 034 546"Licensee" means YOU, or the organisation (if any) on whose behalf YOU are taking
the EULA.
"SOFTWARE PRODUCT" or "SOFTWARE" means the "Sparx Systems Pro Cloud
Server", which includes computer software and associated media and printed
materials, and may include online or electronic documentation.
"Support Services" means email-based support provided by SPARX, including advice
on usage of Sparx Systems Pro Cloud Server, investigation of bugs, fixes, repairs ofmodels, if and when appropriate, and general product support.
"SOFTWARE EXPRESS" means a version of the Software (including WebEA)
provided without charge to certain Sparx authorised users, who have five or morecurrent or renewed licenses of Corporate edition of SOFTWARE PRODUCT orabove.
"SPARX support engineers" means employees of SPARX who provide on-line
support services.

•••"WEBEA" means the html, php, css and all other associated files used to view
Enterprise Architect Software model information via a web browser through theSOFTWARE PRODUCT's OSLC INTERFACE.
"WORKER EDITION" means the copy of Enterprise Architect Software installed
within the SOFTWARE PRODUCT service. It May be installed on a server and can
only be used to update diagrams and document caches for models hosted by the Pro
Cloud Server and WebEA.
"OSLC INTERFACE" is the Application Programming Interface (API) exposed by
the SOFTWARE PRODUCT over network protocols.

2. GRANT OF LICENSE IN THE SOFTWARE PRODUCTIn accordance with the terms of this EULA YOU are granted the following rights:••

To install, use copies of the SOFTWARE PRODUCT, or in its place, any priorversion for the same operating system, on a single server run by you, or by a thirdparty, where the benefit of such server is limited to You. You may not allow others touse this server, unless they own a separate, legally obtained licence to use theSoftware Product.
As the primary user of the computer on which the SOFTWARE PRODUCT isinstalled, YOU may make a second copy for backup purposes.

To store or install a copy of the SOFTWARE PRODUCT on a storage device, such as anetwork server, used only to install or run the SOFTWARE PRODUCT over an internal
network server, used only to install or run the SOFTWARE PRODUCT over an internal
network. If YOU wish to increase the number of servers concurrently running theSOFTWARE PRODUCT, YOU must notify SPARX and agree to pay an additional fee.
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To make copies of the SOFTWARE PRODUCT for backup, archival andinstructional purposes.
The WORKER EDITION may only be used to support the operation of theSOFTWARE PRODUCT. It may be installed on a single server or user machine
The OSLC INTERFACE may be used by the Licensee for internal purposes.
Commercial use of the OSLC interface requires authorization from SPARX andagreement to the Pro Cloud Server Commercial license.
To deploy WEBEA onto an internal or external web server to allow web consumptionof your models, You must first agree to the WebEA license.

3. RESERVED RIGHTS AND ADDITIONAL RIGHTS
All rights not expressly granted to you are reserved to Sparx. For the avoidance of doubt, thisincludes, but is not limited to:•••

YOU undertake not to sell, rent, lease, translate, adapt, vary, modify, decompile,disassemble, reverse engineer, create derivative works of, modify, sub-license, share,loan or distribute the SOFTWARE PRODUCT other than as expressly authorized bythis EULA.
Transfer: You are not authorised to sell, share, sub license or distribute copies of theSoftware Product on a stand-alone basis or as part of any collection, product orservice.
Fixed Licence: There may only be one live instance per license granted. Multiple
installs on multiple servers is expressly forbidden.

•Additional Rights: YOU further undertake not to reproduce, sub licence, share or
distribute license key-codes except under the express and written permission ofSPARX, which must be done in writing, on terms determined by Sparx at its sole
discretion on a case by case basis. For more information, contact Sparx directly
sales@sparxsystems.com

4. SOFTWARE EXPRESS: RESERVED RIGHTS AND ADDITIONAL RIGHTSThis clause relates specifically to the use of the Software Express, and is in addition to theterms contained in the rest of this EULA. All rights not expressly licenced to you are reservedto Sparx. The licence to use the Software Express may be revoked at any time, where the user
no longer meets the requirements of Sparx, determined at its sole discretion. The additional
reserved rights in relation to the Software Express are as follows (without limitation):••••••••

No commercial add-ons or usage of OSLC Interface beyond that supplied by Software
Express.
No third party software is to be used in conjunction with the Software Express.
Creating software that is based on, imitates, clones, passes off as, or otherwise
imitates or pretends to be WebEA is not permitted.
No circumvention, reverse engineering, decompiling or otherwise bypassing any
restrictions imposed by this EULA.
No modifications of WebEA without approval from SPARX.
This license is for a single instance of the Software Express on a single server.
Multiple server installs are not permitted with a single copy of the Software Express.
Multiple instances of the Software Express on a single server are not permitted.

5. ASSIGNMENTYOU 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, and they agree to be bound by these terms, and inform SPARX of thisfact. Your license is then immediately terminated.
6. TERMINATION
Without prejudice to any other rights, SPARX may terminate this EULA if YOU fail tocomply with the terms and conditions. Upon termination YOU or YOUR representative shalldestroy 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 SPARX.
7. WARRANTIES AND LIABILITYSPARX warrants that:••

The SOFTWARE PRODUCT will perform substantially in accordance with theaccompanying written materials for a period of ninety (90) days from the date ofreceipt (and not for the avoidance of doubt, from the date of installation); andAny Support Services provided by SPARX shall be substantially as described inapplicable written materials provided to You by SPARX on a case by case basis, andSPARX support engineers will make commercially reasonable efforts to solve any
problems associated with the SOFTWARE PRODUCT.

8. EXCLUSION OF LIABILITY
To the maximum extent permitted by law, SPARX 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 SPARX or its employees, contractors or agents, or of any
supplier of software incorporated in the SOFTWARE PRODUCT, in connection withthe performance of SPARX's obligations under this EULA; orTermination of this EULA by either party for any reason.

Sparx will remain liable to you in accordance with the terms of this EULA, in all cases wherethe user(s) has an active and paid up subscription. The indemnities in this EULA will have noeffective where the SOFTWARE PRODUCT licence is obtained, used, acquired or assigned
unlawfully.
9. LIMITATION OF LIABILITYThe SOFTWARE PRODUCT and any documentation are provided "AS IS" and all
warranties, whether express, implied, statutory or otherwise, relating in any way to thesubject 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 areexcluded. Where any applicable legislation implies in this EULA any term, and thatlegislation 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 SPARX for
any breach of such term shall, if permitted by legislation, be limited, at SPARX's option to
any one or more of the following, upon return of the SOFTWARE PRODUCT and a copy ofthe receipt:
If the breach relates to the SOFTWARE PRODUCT, Sparx shall at its discretion:••Replace the SOFTWARE PRODUCT; orCover the costs of the supply of an equivalent SOFTWARE PRODUCT (up to theaggregate liability figure listed below);

If the breach relates to services provided by Sparx in relation to the SOFTWAREPRODUCT, Sparx shall at its discretion provide:••The services again; orThe payment of the cost of having the services supplied again.

In all cases, the total aggregate liability of Sparx under or in connection with this agreement
or use of the SOFTWARE PRODUCT shall be limited to the cost of a SOFTWAREPRODUCT licence (AU$600).
10. TRADEMARKS
All names of products and companies used in this EULA, the SOFTWARE PRODUCT, orthe enclosed documentation may be trademarks of their corresponding owners. Their use inthis 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 and Windows 8, and Windows 10 are trademarks of Microsoft.
11. PRIVACY AND CONTACT
At SPARX we take your privacy seriously. A copy of our privacy policy can be foundhttps://sparxsystems.com/privacy.html. Should you wish to contact us regarding privacy or
any other matter contained in this EULA, please contact us at the following address
sparks@sparxsystems.com
12. GOVERNING LAWThis agreement shall be construed in accordance with the laws of the Commonwealth ofAUSTRALIA, in the state of Victoria.
13. OPEN SOURCE SOFTWARESPARX incorporates a small number of Open Source Projects into the SOFTWAREPRODUCT.
In all such cases SPARX has evaluated the licensing terms and conditions and remains fullycompliant with the terms and conditions specified.
SPARX actively reviews their use of Open Source software and where faults orvulnerabilities are discovered, undertakes to correct such errors in a timely and practicalmanner.