END-USER LICENSE AGREEMENT FOR THE IONCUBE PHP ENCODER (EVALUATION AND NON-EVALUATION) 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.