PLEASE READ CAREFULLY BEFORE CLICKING "I AGREE", ACCEPTING, DOWNLOADING,
INSTALLING, ACTIVATING, ACCESSING AND/OR USING THE SOFTWARE DESCRIBED BELOW.
THIS END-USER LICENSE AGREEMENT ("LICENSE") IS A LEGAL AGREEMENT BETWEEN YOU,
EITHER AN INDIVIDUAL OR AN ENTITY ("LICENSEE" OR "YOU") AND ROCK SOLID
KNOWLEDGE LIMITED (REGISTRATION NUMBER 06811209), WITH ITS REGISTERED OFFICE AT
C2 VANTAGE OFFICE PARK OLD GLOUCESTER ROAD BRISTOL BS16 1RS ("LICENSOR", "US"
OR "WE") FOR THE SOFTWARE AND DOCUMENTATION DESCRIBED BELOW.
WE LICENSE USE OF THE SOFTWARE AND DOCUMENTATION TO YOU ON THE BASIS OF THIS
LICENSE. WE DO NOT SELL THE SOFTWARE OR DOCUMENTATION TO YOU. WE (AND ANY
OWNERS OF THIRD PARTY SOFTWARE INCORPORATED INTO THE SOFTWARE) REMAIN THE
OWNERS OF THE SOFTWARE AND DOCUMENTATION AT ALL TIMES.
BY CLICKING "I AGREE", ACCEPTING, DOWNLOADING, INSTALLING, ACTIVATING,
ACCESSING AND/OR OTHERWISE USING THE SOFTWARE, YOU ACKNOWLEDGE THAT YOU
HAVE READ THIS LICENCE AND ARE AGREEING TO BE BOUND BY AND COMPLY WITH THE
TERMS AND CONDITIONS OF THIS LICENSE AND ALL APPLICABLE LAWS.
IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS LICENSE,
WE WILL NOT LICENSE THE SOFTWARE TO YOU AND YOU MAY NOT AND SHOULD NOT
CLICK "I AGREE" OR CONTINUE TO ACCEPT, DOWNLOAD, INSTALL, ACTIVATE, ACCESS OR
OTHERWISE USE THE SOFTWARE.
IF YOU ARE ACCEPTING THIS LICENSE ON BEHALF OF AN ENTITY, YOU ACKNOWLEDGE
THAT YOU HAVE THE APPROPRIATE AUTHORITY TO DO SO.
THE LICENSE IS FOR THE SCIM Component for ASP.NET Core ("SOFTWARE"). AND
ASSOCIATED ONLINE ELECTRONIC DOCUMENTS ("DOCUMENTATION").
YOU SHOULD PRINT A COPY OF THIS LICENSE FOR FUTURE REFERENCE.
THIS LICENSE INCLUDES (AND SHALL BE DEEMED TO INCORPORATE) ANY OTHER TERMS
WE REQUIRE YOU TO AGREE TO AND WHICH WE MAKE AVAILABLE TO YOU AT THE TIME OF
PURCHASE OF THE LICENSE
1. GRANT AND SCOPE OF LICENSE
1.1 In consideration of payment by you of the agreed license fee and you agreeing to abide by the
terms of this License, we hereby grant to you non-exclusive, non-transferable, non-assignable,
world-wide, without rights to sublicense to download, install, activate, access, display and/or
use the Software and Documentation solely for your internal business purposes.
(a) your right to use the Software will be limited to installation on equipment that you
own or which your lease from a third party provider for your own use;
(b) there are no restrictions on number of users that can use the Software on such
1.3 You must comply with all reasonable instructions issued by us from time to time, relating to the
operation of the Software. However, you remain solely responsible for the correct use of the
Software and for compliance with all usage-based and other Software terms and conditions
imposed by us.
1.4 You must comply with all applicable laws in connection with your use of the Software and
1.5 Any feedback, comments, ideas, improvements or suggestions (collectively, "Suggestions")
provided by you to us with respect to the Software shall remain our sole and exclusive
property. We shall be free to use, copy, modify, publish, or redistribute the Suggestions for any
purpose and in any way without any credit or any compensation to you.
2. RESTRICTIONS AND LICENSEE OBLIGATIONS
2.1 Except as expressly set out in this License or to the extent as permitted by any applicable law,
you shall not and shall not permit any third party to:
(a) use the Software except in accordance with the terms of this Licence;
(b) cause or permit the copying or reproduction of the Software, except where such
copying or reproduction is incidental to normal use of the Software or where it is
necessary for the purpose of back-up or operational security [or transfer the
Software to any other computer other than one for which Licensee have a valid
(c) to keep all copies of the Software secure and to maintain accurate and up-to-date
records of the number and locations of all copies of the Software
(d) sell, rent, lease, transfer, sub-licence, distribute, assign, deal in, grant any rights in
any form to any person or enter into any time share or service bureau arrangements
with respect to the Software. In the case of transferring this Licence to an entity
owned by the Licensee, such written consent shall not be unreasonably withheld.
(e) translate, modify, alter, adapt or create derivative works from the Software (in whole
or in part);
(f) separate any components of the Software from the Software;
(g) reverse engineer, decompile or disassemble the Software or create any derivative
works based on the Software or otherwise derive source code from the Software or
attempt to do any of these things, except to the extent and in the circumstances as
expressly permitted by and subject to all the conditions of applicable law. Requests
for interface information (to achieve interoperability) should be made to the Licensor
(h) use any back-up copy of the Software (or allow anyone else to use such a copy) for
any purpose other than to replace the original copy in the event that it is destroyed
or becomes defective;
(i) violate, obliterate, obscure, remove, alter, interfere with or add to (in whole or in part)
any proprietary notices, labels, names or marks on, annexed to, or contained within
(j) use the Software in any manner that infringes the intellectual property or other rights
of the Licensor or any other person; or
(k) export or re-export, directly or indirectly, the Software or any technical data relating
thereto except in compliance with all applicable regulations relating to such export
and/or re-export including, without limitation, those of the United Kingdom, the
European Union and the United States of America.
2.2 You shall:
(a) supervise and control use of the Software and ensure that the Software is used by
your employees and representatives in accordance with the terms of this License;
(b) to comply with all applicable technology control or export laws and regulations; and
(c) be responsible for providing and maintaining all necessary hardware and the proper
environment to operate the Software as specified by the Documentation or as
otherwise specified in writing by the Licensor including, but not limited to, acquiring
and maintaining the necessary system configuration (hardware and software) and
any necessary third party software and licenses needed to utilize the various
capabilities of the Software. We are not responsible or liable for any errors or
defects in such hardware or third party software.
3. INTELLECTUAL PROPERTY RIGHTS
3.1 You acknowledge that all intellectual property rights in the Software and the Documentation
anywhere in the world belong to us (or the owner of any third party software incorporated into
the Software), that rights in the Software are licensed (not sold) to you, and that you have no
rights in, or to, the Software or the Documentation other than the right to use them in
accordance with the terms of this License.
3.2 You acknowledge that you have no right to have access to the Software in source code form.
3.3 You undertake that you will keep confidential any information you obtain from us, directly or
indirectly, which is marked confidential or which by its nature clearly is confidential
("Confidential Information"). Confidential Information includes the Software and
Documentation. You undertake not to disclose the Confidential Information to any third party
and not use the Confidential Information for any purpose other than use of the Software under
the terms of this Licence. You undertake not disclose to a third party the results of any
performance tests carried out on the Software without our prior written consent.
4. SUPPORT AND MAINTENANCE
4.1 Subject to you subscribing for support and maintenance services ("Support Services"), we will
provide the following Support Services:
(a) access to our helpdesk by email or telephone to provide first-line technical support to
users of the Software;
(b) remote diagnosis and, where possible, correction of faults using reasonable
commercial efforts; and
(c) the provision of enhancements or improvements to the features/functionality of the
Software, which may include patches, bug fixes, updates, upgrades and other
4.2 You agree that all Updates shall be deemed to constitute an integral part of the Software and
subject to the terms and conditions of this License.
4.3 We shall have no obligation to provide the Support Services where faults arise from:
(a) misuse, incorrect use of or damage to the Software from whatever cause (other than
any act or omission by us);
(b) use of the Software in combination with any equipment or software not provided by
us or not designated by us for use with the Software, or any fault in any such
equipment or software;
(c) any breach of your obligations under this Licence howsoever arising or having the
Software maintained by a third party;
(d) any modification of the Software not undertaken by us); or
(e) operator error.
4.4 You are not entitled to any Support Services or Updates if you have not subscribed and paid
for Support Services. Support Services are provided to you in the first 12 months of this
Licence but Support Services for any additional year must be purchased by you.
4.5 To assist us in providing the Support Services you must:
(a) co-operate with us in performing the Support Services and provide any assistance or
information as may reasonably be required by us, including in relation to the
diagnosis of any faults;
(b) report faults promptly to us;
(c) keep full backup copies of all of your data; and
You have the option to provide us full, safe and uninterrupted access including remote
access to your systems, facilities and the Software as may reasonably be required by us for
the purpose of performing the Support Services but you have no obligation to do so.
5. NO WARRANTY
5.1 the software is supplied "as is" without any warranty of any kind, whether express or implied.
we give no warranties related to the software whether express, implied or statutory, and we
specifically disclaim any implied warranties of quality, merchantability, fitness for a particular
purpose, non-infringement or ability to achieve a particular result.
5.2 notwithstanding that we give no warranty, we will use commercially reasonable efforts to fix any
defect or fault of the software as part of the support services.
5.3 you assume the entire risk as to the use and performance of the software. we do not warrant
that the software will meet your requirements or be suitable for you or that its operation will be
uninterrupted or error free.
5.4 we use commercially available virus checkers to detect the existence of viruses but we cannot
guarantee that the software will be free from viruses and you must carry out your own checks.
6. THIRD PARTY SERVICES
6.1 The Software may display, include or make available third-party content (including data,
information, components and other products services) or provide links to third-party websites or
services ("Third-Party Services").
6.2 You acknowledge and agree that we shall not be responsible for any Third-Party Services,
including their accuracy, completeness, timeliness, validity, copyright compliance, legality,
decency, quality or any other aspect thereof. We do not assume and shall not have any liability
or responsibility to you or any other person or entity for any Third-Party Services.
6.3 Third-Party Services and links hereto are provided solely as a convenience to you and you
access and use them entirely at your own risk and subject to such third parties' terms and
7. LIMITATION OF LIABILITY
7.1 You acknowledge and agree that the software has not been developed to meet your individual
requirements, and that it is therefore your responsibility to ensure that the facilities and
functions of the software as described in the documentation meets your requirements and is
suitable for the purpose for which you wish to use the software.
7.2 We shall not be liable in any circumstances whatever to you, whether in contract, tort (including
negligence), breach of statutory duty, or otherwise, arising under or in connection with the
license for any (a) indirect, incidental, punitive, special or consequential damages, (b) loss of
profits sales, business, or revenue, (c) loss of or corruption to data or software, (d) loss of use
of systems or networks or the recovery of such data, systems or networks, (e) loss of business
opportunity, loss of goodwill or reputation, (f) business interruption, or (g) loss of anticipated
savings, even if advised or aware of the possibility of such damages.
7.3 Other than the losses set out in condition 7.2 (for which we are not liable), and notwithstanding
anything to the contrary set forth in this License, to the maximum extent allowable by law, our
cumulative liability arising out of or in connection with this License howsoever arising
(including, without limitation, for breach of contract, for negligence or other tort or otherwise)
shall not exceed the licence support fee paid by you. This maximum cap does not apply to
7.4 Nothing in this License shall limit or exclude our liability for:
(a) death or personal injury resulting from our negligence;
(b) fraud or fraudulent misrepresentation;
(c) any other liability that cannot be excluded or limited by applicable law.
7.5 This License sets out the full extent of our obligations and liabilities in respect of the supply of
the Software and Documentation. Except as expressly stated in this License, there are no
conditions, warranties, representations or other terms, express or implied, that are binding on
us. Any condition, warranty, representation or other term concerning the supply of the
Software and Documentation which might otherwise be implied into, or incorporated in, this
License whether by statute, common law or otherwise, is excluded to the fullest extent
permitted by law.
8.1 This License shall remain in effect until terminated by you or us in accordance with this
8.2 We may terminate this License immediately by written notice to you if you commit a breach of
8.3 You may terminate this License at any time by written notice to us or if you cease use of the
Software and delete all copies from your equipment and systems. If you terminate this License,
no refund of license fees or support fees will be paid.
8.4 Upon termination of this License for any reason:
(a) all rights granted to the you under this License shall cease;
(b) you must immediately cease all activities authorised by this License;
(c) you must immediately delete or remove the Software from all computer equipment
and systems in your possession or custody or under your control, and immediately
destroy and delete all copies of the Software and Documentation then in the your
possession, custody or control and, it requested by us, certify to us that you have
(d) the following clauses shall continue in force: clause 1; clause 3; clause 5; clause 6;
clause 7; and clause 9); and any other provision of this License that expressly or by
implication is intended to come into or continue in force on or after termination or
expiry of this License shall remain in full force and effect
8.5 Termination or expiry of this License shall not affect any rights, remedies, obligations or
liabilities of the parties that have accrued up to the date of termination or expiry, including the
right to claim damages in respect of any breach of this License which existed at or before the
date of termination or expiry.
9. OTHER IMPORTANT TERMS
9.1 We may transfer our rights and obligations under this License to another organisation, but this
will not affect your rights or our obligations under this License.
9.2 You may only transfer your rights or your obligations under this License to another person if we
agree in writing. We will not unreasonably withhold our agreement.
9.3 This License (including any other terms we require you to agree to and which we make
available to you at the time of purchase of the License) 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 License. You agree that you shall have no claim for innocent or negligent
misrepresentation or negligent misstatement based on any statement in this in this License and
the only cause of action available to you under the terms of this License in respect of any claim
arising out of or in connection with this License shall be for breach of contract.
9.4 Any notice given by you to us, or by us to you, may be delivered by hand, post, courier or
9.5 If we fail to insist that you perform any of your obligations under this License, or if we do not
enforce our rights against you, or if we delay in doing so, that will not mean that we have
waived our rights against you and will not mean that you do not have to comply with those
obligations. If we do waive a default by you, we will only do so in writing, and that will not mean
that we will automatically waive any later default by you.
9.6 Each of the conditions of this License operates separately. If any court or competent authority
decides that any of them are unlawful or unenforceable, the remaining conditions will remain in
full force and effect.
9.7 You must comply with all applicable governmental laws, statutes, ordinances, administrative
orders, rules and regulations including, without limitation, those related to the export of
9.8 This License is not intended nor shall be construed to confer upon or give to any person or
entity other than you and us any rights, remedies or other benefits under or by reason of this
License save that our affiliates may enforce the terms of this License.
9.9 You consent to the collection, processing and transfer of data and information related to the
business relationship between you and us, including the transfer of personally identifiable data
(for example names, email addresses, telephone numbers) to and between us and our
affiliates wherever they may be located, for the purposes of allowing us and our affiliates to
perform its obligations under this License and to manage and administer the License. Such
9.10 We shall not process personal data on your behalf unless we expressly agree to do so and we
and you agree a data processing agreement.
9.11 We shall not be liable hereunder by reason of any failure or delay in the performance of its
obligations hereunder on account of strikes, shortages, riots, insurrection, fires, flood, storm,
explosions, acts of God, war, governmental action, labour conditions, earthquakes, acts of
terrorists, or any other cause which is beyond our reasonable control.
9.12 This License can be modified only by a written amendment signed by persons duly authorized
to sign agreements on behalf of you and us.
9.13 This License, its subject matter and its formation (and any non-contractual disputes or claims)
are governed by English law. We and you both irrevocably agree to the exclusive jurisdiction of
the courts of England.
ROCK SOLID KNOWLEDGE LIMITED - END USER LICENSE AGREEMENT
LAST UPDATED : FEBRUARY 2019