IMPORTANT - YOU SHOULD CAREFULLY READ THE FOLLOWING TERMS AND 
CONDITIONS BEFORE USING THE ENCODER SOFTWARE. THE INSTALLATION 
AND/OR USE OR COPYING OF THE IONCUBE PHP ENCODER SOFTWARE INDICATES 
YOUR ACCEPTANCE OF THIS LICENSE AGREEMENT. IF YOU DO NOT ACCEPT THE 
TERMS OF THIS LICENSE AGREEMENT, DO NOT INSTALL, COPY OR USE THE 
ENCODER SOFTWARE.

DEFINITIONS

The following definitions shall apply in this document:

PRODUCT/ENCODER shall mean the ionCube PHP Encoder software package 
(evaluation and non-evaluation version) including any modifications 
or upgrades to the software used for encoding PHP scripts to render 
them non-humanly readable and any associated documentation or 
electronic or online materials relating to the software.

ENCODED FILE shall mean a non-humanly readable file produced by the 
Encoder being derived from humanly readable PHP script source.

PROVIDER shall mean ionCube Ltd., UK company 04562963.

BUSINESS ENTITY shall mean any body of users, for example a company 
or organisation, with a single primary business purpose.

USER/YOU/LICENSEE shall mean any individual or business entity who 
has purchased a license for the non-evaluation version, or 
downloaded the free evaluation version of the Product.

MAJOR VERSION NUMBER shall mean the number preceding the first 
decimal point (.) in the Product version number.

MINOR UPGRADE or UPGRADE shall mean a Product release where the 
Major Version Number is the same as for the previously released 
Product version.

MAJOR RELEASE shall mean a Product release where the Major Version 
Number is different to that of the previously released Product 
version.

PRIMARY LICENSE shall mean the first license purchased to use the 
Product.

ADDITIONAL LICENSE shall mean a license purchased to use the 
Product on an additional machine.

1 LICENSE ENTITLEMENT 

1.1 The Product is licensed not sold.  Title to the Product does 
not pass to the User in any circumstances.  The Product is supplied 
in object code.

1.2 The Provider grants a personal, non-transferable, non-exclusive 
license to use the Product in accordance with the terms and 
conditions of this EULA.

1.3 Downloading of the evaluation Product entitles the User to 
install and use the Product for its own internal lawful purposes 
and in accordance with the terms set out in this EULA on any 
machines as necessary to adequately evaluate the software.

1.4 Downloading of the licensed Product entitles the User to 
install and use the Product for its own internal lawful purposes in 
accordance with the terms set out in this EULA on any licensed 
machines. The software is normally provided with a license 
allocation for one machine as standard, and additional licenses may 
be purchased separately as required. 

1.5 The licensee is entitled to use the Product solely for the 
purpose of processing files where the licensee is the only 
beneficiary of the encoding.

1.6 Encoding scripts developed by the licensee where a third party 
has requested the files to be encoded in order to benefit from the 
encoding is not permitted.

1.7 The Encoder is not "for hire", and providing any form of 
Encoding service that uses the Encoder for the purposes of encoding 
third party scripts and where a third party is benefitting from the 
encoding service is expressly forbidden.


2 DISTRIBUTION 

2.1 The Product may not be redistributed to any third party.

2.2 The making of reasonable copies for back-up security purposes 
is permitted, provided all copies made include all copyright and 
proprietary notices of the Provider.

2.3 Keeping reasonable copies of the Product is permitted solely 
for onsite or offsite back-up purposes.

2.4 Without the express permission of the Provider, the Product may 
under no circumstances be embedded inside another product, nor 
branded as another product, whether distributed or not. 

2.5 Encoded files and all copies thereof may be freely distributed 
by the User to third parties provided that the User accepts the 
responsibility of ensuring that any party in receipt of encoded 
files is aware of and agrees to the restrictions in this License 
Agreement governing the use of such files (specifically clause 3).


3 ANALYSIS / REVERSE ENGINEERING / MODIFICATION 

Except insofar as the User is permitted to do so in accordance with 
applicable law:

3.1 Any analysis of the program, embedded data or license files by 
any means and by any entity whether human or otherwise and 
including but without limitation to discover details of internal 
operation, to reverse engineer, to de-compile object code, or to 
modify for the purposes of modifying behaviour is forbidden.

3.2 Any analysis of encoded files by any means and by any entity 
whether human or otherwise and including but without limitation to 
discover details of file format or modification for the purposes of 
modifying behaviour or scope of their usage is forbidden.


4 LIMITED WARRANTY

4.1 The functionality of the non-evaluation Product shall be in 
accordance with the documentation or materials supplied for the 
Product for a period of 30 days from the date the Product is 
licensed.  The Provider does not warrant that the Product is 
uninterrupted or error free.  This constitutes the only warranty 
provided by the Provider in respect of the Product.

4.2 The Provider will remedy any non-conformance of the Product to 
the documentation during the warranty period by correction or 
replacement of any defects, provided that the User promptly 
notifies the Provider of an error occurring during the warranty 
period and that the User can demonstrate a fault to the 
satisfaction of the Provider.


5 LIMITATION OF LIABILITY 

5.1 IN NO EVENT WILL THE PROVIDER OF THE ENCODER BE LIABLE TO THE 
USER OR ANY PARTY FOR ANY DIRECT, INDIRECT, PUNITIVE, SPECIAL, 
INCIDENTAL OR OTHER CONSEQUENTIAL DAMAGES ARISING DIRECTLY OR 
INDIRECTLY FROM THIS LICENSE AGREEMENT OR ANY USE OF THE ENCODER OR 
ENCODED FILES, EVEN IF THE PROVIDER IS EXPRESSLY ADVISED OF THE 
POSSIBILITY OF SUCH DAMAGES.

5.2 THE ENCODER IS PROVIDED ON AN "AS IS" BASIS.  THE PROVIDER 
EXCLUDES ALL WARRANTIES, CONDITIONS, TERMS, UNDERTAKINGS AND 
REPRESENTATIONS (EXCLUDING FRAUDULENT MISREPRESENTATION) OF ANY 
KIND, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE IN CONNECTION WITH 
THE ENCODER TO THE FULLEST EXTENT PERMITTED BY LAW.

5.3 DOWNLOADING THE ENCODER IS AT YOUR OWN RISK AND THE PROVIDER 
DOES NOT ACCEPT LIABILITY FOR ANY DIRECT OR INDIRECT LOSS OR DAMAGE 
HOWSOEVER CAUSED AS A RESULT OF ANY COMPUTER VIRUSES, BUGS, TROJAN 
HORSES, WORMS, SOFTWARE BOMBS OR OTHER SIMILAR PROGRAMS ARISING 
FROM YOUR USE OF THE ENCODER.  WHILST THE PROVIDER WILL DO ITS BEST 
TO ENSURE THAT THE ENCODER IS FREE FROM SUCH DESTRUCTIVE PROGRAMS, 
IT IS YOUR RESPONSIBILITY TO TAKE REASONABLE PRECAUTIONS TO SCAN 
FOR SUCH DESTRUCTIVE PROGRAMS DOWNLOADED FROM THE INTERNET.

5.4 THE PROVIDER'S MAXIMUM LIABILITY FOR ANY LOSS OR DAMAGE ARISING 
FROM THIS LICENSE AGREEMENT SHALL IN ANY EVENT BE LIMITED IN THE 
SOLE DISCRETION OF THE PROVIDER TO THE REPLACEMENT OF THE ENCODER 
PRODUCT OR REFUND OF THE PURCHASE PRICE PAID BY THE USER IN RESPECT 
OF ANY SINGLE DEFAULT OR SERIES OF DEFAULTS ARISING FROM THE SAME 
CAUSE.

5.5 DUE TO THE NATURE OF THE INTERNET, THE PROVIDER CANNOT 
GUARANTEE THAT ANY E-MAILS OR OTHER ELECTRONIC TRANSMISSIONS WILL 
BE SENT TO YOU OR RECEIVED BY THE PROVIDER OR THAT THE CONTENT OF 
SUCH TRANSMISSIONS WILL BE SECURE DURING TRANSMISSION.


6 BUG FIXING, PRODUCT SUPPORT and GENERAL COMMUNICATION CONDUCT

6.1 The Provider will use reasonable endeavours to provide support 
to Users who have an existing license for the non-evaluation 
version of the Product.  The Provider will only provide support for 
the latest release and for up to two prior versions of the Product. 
Product support for the evaluation version will be given during the 
14-day evaluation period.

6.2 Support comprises communication via a ticket system and the 
telephone.  Alternative mechanisms may on occasion be offered. Core 
support time is from 9am to 6pm time (GMT/UTC +0 or +1) Monday to 
Friday except UK statutory and public holidays. Support may 
additionally be available during hours outside of this period.

6.3 The User accepts that on occasion the ability of the Provider 
to meet anticipated or published support schedules may be impaired 
due to, without limitation, Internet service provider failures, 
software or hardware failures, that affect the ability to 
communicate for an indeterminate period.

6.4 The Provider reserves the right to refuse to provide support at 
any time.

6.5 The Provider wishes to maintain and offer a Product of the 
highest possible quality, and at its discretion may from time to 
time make Product changes for the purpose of correcting behaviour 
in variance to the published specification or the User's reasonable 
expectations. Such changes will generally be made and distributed 
without charge.

6.6 Entitlement to Product support is granted by a separate support 
package, and is provided free of charge for a period of 3 (three) 
months after initial purchase of the Primary License unless 
otherwise stated. 

6.7 The period of support entitlement may be extended after the 
initial 3 months period for an additional fee. 

6.8 Communication with the Provider should at all times remain 
polite and courteous, free from profanity, and any content that may 
be reasonably judged to be objectionable. Where communication does 
not meet these requirements, the Provider reserves the right 
without notice and limitation to terminate communication and to 
restrict access to the Provider's website.


7 PRODUCT UPGRADES and NEW RELEASES

7.1 Minor Upgrades may become available from time to time that 
change and/or enhance the features and/or existing behaviour of the 
Product. These will be provided without charge, and will be 
available only for the release that is licensed. Access to Minor 
Upgrades for a product version more than two Major Releases behind 
the current release may not be provided.

7.2 Major Releases that comprise significant changes to the Product 
may become available from time to time. A charge will usually be 
made to move a license to a new release, which may be dependent on 
the version of the Product currently being used.


8 PRODUCT PRICE

8.1 The price of the Product may increase or decrease at the 
Provider's discretion with or without notice. Existing users will 
not be liable for additional costs should the Product price 
increase, nor be due any refund if the price decreases.

8.2 All prices are exclusive of VAT and all other taxes and duties. 
UK VAT may additionally be added in accordance with the laws of UK 
HM Customs and Excise.

8.3 All prices are in US dollars unless otherwise indicated.


9 ERRORS AND OMISSIONS

Whilst all reasonable endeavours are made to ensure the accuracy of 
all information and documentation given concerning the Product, the 
User accepts the possibility of inaccuracies in information 
presented in any format, including verbal, written, printed or 
electronic documentation, email communications and online services. 
The Provider shall under no circumstances be liable for any events 
that arise as a result of unintentional inaccuracies or omissions.


10 USER INDEMNITY

You agree to fully indemnify, defend and hold the Provider harmless 
immediately upon demand from and against all actions, liability, 
claims, losses, damages, costs and expenses (including 
legal/attorney fees) incurred by the Provider arising directly or 
indirectly as a result of your breach of this License Agreement.


11 INTELLECTUAL PROPERTY RIGHTS

11.1 The User acknowledges that the Product and associated 
documentation and materials contain proprietary information of the 
Provider and are and shall remain the exclusive property of the 
Provider and/or its licensors and all title, copyright, trade 
marks, trade names, patents and other intellectual property rights 
therein of whatever nature shall remain the sole property of the 
Provider and/or its licensors.

11.2 No title to or rights of ownership, copyright or other 
intellectual property in the Product is transferred to the User 
(other than the license rights expressly granted in this License 
Agreement).


12 TERMINATION

12.1 The license for the evaluation version of the Product will 
terminate 14 days after the date of downloading, and any files 
encoded by the User will cease to function 36 hours after being 
encoded.

12.2 The Provider reserves the right to terminate this License 
Agreement immediately by notice in writing against the User if the 
User is in breach of any terms and conditions of this License 
Agreement.

12.3 Termination of this License Agreement for any reason shall be 
without prejudice to any other rights or remedies of the Provider 
which may have arisen on or before the date of termination under 
this License Agreement or in law.

12.4 The provisions of the following clauses shall survive any 
termination of this agreement; clause 3, 5, 11 and 14.


13 GENERAL

13.1 The Provider reserves the right to transfer or assign all or 
any of its rights and duties and responsibilities set out in this 
License Agreement to another party.

13.2 Headings have been included for convenience only and will not 
be used in construing any provision of this License Agreement.

13.3 No delay or failure by the Provider to exercise any powers, 
rights or remedies under this License Agreement will operate as a 
waiver of them nor will any single or partial exercise of any such 
powers, rights or remedies include any other or further exercise of 
them.

13.4 If any part of this License Agreement is found by a court of 
competent jurisdiction or other competent authority to be invalid, 
unlawful or unenforceable then such part shall be severed from the 
remainder of this License Agreement which will continue to be valid 
and enforceable to the fullest extent permitted by applicable law.

13.5 This License Agreement including the documents or other 
sources referred to herein supersede all prior representations, 
understandings and agreements between the User and the Provider 
relating to the Product and sets forth the entire agreement and 
understanding between the User and the Provider relating to the 
Product.

13.6 Nothing in this License Agreement shall be deemed to 
constitute a partnership between you and the Provider nor 
constitute either party being an agent of the other party.

13.7 This Agreement does not create any rights or benefits 
enforceable by any person not a party to it (within the meaning of 
the U.K. Contracts (Rights of Third Parties) Act 1999) except that 
a person who under clause 13.1 is a permitted successor or assignee 
of the rights or benefits of the Provider may enforce such rights 
or benefits.

13.8 From time to time, the Provider may with or without 
notification revise and change the terms of this EULA. The current 
license agreement will be available at 
https://www.ioncube.com/legal/encoder/eula/ and notice of changes 
may also be given without limitation by email, in-Product 
notification or website alerts. Failure to receive notification of 
changes does not invalidate those changes, and the continued use of 
the Product will indicate your agreement to the changes. 


14 GOVERNING LAW AND JURISDICTION

This License Agreement and any issues relating thereto shall be 
construed and interpreted in accordance with the laws of England 
and subject to the exclusive jurisdiction of the English courts.


Last revised 10-Sep-2021


Copyright (c) 2002-2024 ionCube Ltd.