End user agreement for QuipuKit
TeamDev License Agreement for QuipuKit Library for JSF
This is a legal agreement ("Agreement") between You (either an individual or an entity) ("Licensee"), and TeamDev Ltd. ("TeamDev").
IMPORTANT [PLEASE READ CAREFULLY]: BY INSTALLING, USING OR COPYING THIS SOFTWARE (AS DEFINED BELOW), YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, YOU ARE NOT AUTHORIZED TO INSTALL OR USE THE SOFTWARE.
1.1 "Software" means the software program known as QuipuKit library for JSF in binary form, including its Documentation, and any third-party software programs that are owned and licensed by parties other than TeamDev and either integrated with or made part of this program (collectively, "Third Party Software").
1.2 "Licensee" means the individual, company or other legal entity that has purchased a license to use the Software under the terms contained in this Agreement.
1.3 "Redistributables" means the files, specifically identified as such in the Documentation, that are included into the Software and are necessary to distribute the programs created by Licensee using the Software ("Licensee? Programs").
1.4 "Documentation" means any accompanying documentation, in online or printed form, related to the Software, including but not limited to, help files, manuals, tutorials, reference guides, sample applications, marketing materials, "readme" files.
1.5 "Evaluation License Key" means a file that allows using the Software for evaluation purposes for a limited period of time which shall commence on the day of registration, and terminate pursuant to the provisions defined by Section 3, "Evaluation License ".
2. License Grant
Subject to the payment of the applicable license fees, and to the terms and conditions of this Agreement, TeamDev hereby grants to Licensee a non-exclusive, non-transferable license to use the Software as follows:
(a) Licensee may:
(i) install and use the Software on multiple computers and operating systems provided that the number of concurrent users of the Software never exceeds the number of purchased licenses for the Software.
(ii) make no more than three (3) copies of the Software for backup purposes only and keep the original and backup copies in the possession or direct control of Licensee.
(b) Licensee may NOT:
(i) modify, adapt, alter, translate, decompile, reverse engineer, disassemble the Software and/or make any attempt to discover the source code of the Software;
(ii) sell, rent, lease, lend, give, sublicense or otherwise transfer rights to the Software or any portions thereof to another person or entity, on either a permanent or a temporary basis, by operation of law or otherwise, for free or for valuable consideration;
(iii) use the Software on the number of computers exceeding at any one time the number of the purchased licenses for the Software which is used by Licensee for development purposes;
(iv) remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels on the Software;
(v) use the Software on computers not exclusively used or owned by the Licensee.
3. Evaluation License
Subject to the terms and conditions of this Agreement, TeamDev hereby grants to Licensee a non-exclusive, non-transferable, temporary evaluation license ("Evaluation License") to use for free the Software for the sole purposes of evaluation for a period of 30 (thirty) calendar days from the date of issuing the Evaluation License Key.
In addition to the general restrictions set forth in Section 2 "License Grant", as the holder of the Evaluation License, Licensee may NOT: (a) use the Software for commercial purposes; (b) use the Software after expiration of the evaluation period.
To obtain the right to use the Software for general commercial use and for an unlimited period, Licensee must pay a license fee.
4. General Redistribution Terms
In addition to the license granted in Section 2, "License Grant" of this Agreement, TeamDev grants to Licensee a non-exclusive, non-transferable license to reproduce and distribute, without additional fees or charges, in executable form only, Licensee? Programs with Redistributables, subject to all of the conditions defined herein.
Licensee is required to ensure that the Software is not distributed in any form that allows it to be reused by any application other than that with which Licensee distribute it.
(a) The Software is the property of TeamDev. The Software is licensed, not sold. Title and copyrights to the Software and accompanying Documentation and all copies thereof are and will remain the sole and exclusive property of TeamDev.
(b) The Software is copyrighted and protected by copyright laws and international treaty provisions. Further, the structure, organization, and code embodied in the Software are the valuable and confidential trade secrets of TeamDev and are protected by intellectual property laws and treaties. By installing or using the Software, Licensee will not acquire any rights to the Software except as expressly set forth in this Agreement. All rights not expressly granted herein are reserved by TeamDev.
Upgrades to new versions of the Software are optional and may be provided by TeamDev either for free or at an additional charge pursuant to the upgrade terms set forth by TeamDev or in a separate agreement between Licensee and TeamDev (if applicable). Upon upgrading to a new version of the Software, Licensee must ensure that the previous version is not used by any other party.
7. Support Services
TeamDev may provide Licensee with support services related to the Software. Use of any such support services is governed by the policies described on TeamDev's web site (www.teamdev.com).
Any supplemental software code or related materials that TeamDev provides to Licensee as part of the support services, in periodic updates to the Software or otherwise, is to be considered part of the Software and is subject to the terms and conditions of this Agreement.
With respect to any technical information that Licensee provides to TeamDev as part of the support services, TeamDev may use such information for its business purposes without restriction, including for product support and development. TeamDev will not use such technical information in a form that personally identifies Licensee.
8. Third Party Software
Third Party Software is licensed to TeamDev in accordance with a separate license agreement(s) included with the Software. Licensee agrees to abide by the terms and conditions of the Third Party Software license agreements.
TeamDev will have no responsibility with respect to any Third Party Software, and Licensee will look solely to the licensor(s) of the Third Party Software for any remedy. TeamDev claims no right in the third party software, and the same is owned exclusively by the licensor(s) of the Third Party Software.
TEAMDEV PROVIDES NO WARRANTY, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, WITH RESPECT TO ANY THIRD PARTY SOFTWARE.
Licensee agrees to be identified as a customer of TeamDev and that TeamDev may refer to Licensee by name, trade name and trademark, if applicable, and may briefly describe Licensee? business in TeamDev? marketing materials and web sites.
Licensee hereby grants TeamDev a license to use Licensee? name and any of Licensee? trade names and trademarks solely in connection with the rights granted to TeamDev pursuant to this marketing section.
10. Patent and Copyright Indemnity
(a) TeamDev will defend and indemnify Licensee for all costs (including reasonable attorneys fees) arising from a claim that Software furnished and used within the scope of this Agreement infringes a copyright, patent, or other intellectual property rights of any third party provided that: (i) Licensee notifies TeamDev in writing within 30 days of the claim; (ii) TeamDev has sole control of the defense and all related settlement negotiations, and (iii) Licensee provides TeamDev with the assistance, information, and authority necessary to perform the above.
(b) TeamDev will have no liability for any claim of infringement based on
(i) the code contained within the Software which was not created by TeamDev; (ii) the use of a superseded or altered release of the Software, except for
such alteration(s) or modification(s) which have been made by TeamDev or under TeamDev? direction, if such infringement would have been avoided by the use of a current, unaltered release of the Software that TeamDev provides to Licensee, or (iii) the combination, operation, or use of any Software furnished under this Agreement with programs or data not furnished by TeamDev if such infringement would have been avoided by the use of the Software without such programs or data.
(c) In the event the Software is held or believed by TeamDev to infringe, or
Licensee? use of the Software is enjoined, TeamDev will have the option, at
its expense, to (i) modify the Software to cause it to become non-infringing;
(ii) obtain for Licensee a license to continue using the Software; (iii) substitute the Software with other Software reasonably suitable to
Licensee, or (iv) if none of the foregoing remedies are commercially feasible, terminate the license for the infringing Software and refund any license fees paid for the Software, prorated over a three-year term from the effective date of the Agreement.
11. Disclaimer of Warranty
ALTHOUGH AUTHORS OF THE SOFTWARE HAVE MADE EVERY EFFORT TO ENSURE THE ROBUST AND STABLE FUNCTIONALITY OF THE SOFTWARE AND ITS CONFORMITY TO THE ACCOMPANYING DOCUMENTATION, THE SOFTWARE IS PROVIDED ON A STRICTLY "AS IS" BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OR MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. THE ENTIRE RISK ARISING OUT OF USE (OR MISUSE) OR PERFORMANCE OF THE SOFTWARE REMAINS WITH LICENSEE.
12. Limitation of Liability
(a) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL TEAMDEV OR ITS SUPPLIERS BE LIABLE FOR ANY DAMAGES SUFFERED BY LICENSEE OR ANY USER OF THE SOFTWARE, FOR OR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF TEAMDEV HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
(b)IN NO EVENT, TEAMDEV? ENTIRE LIABILITY UNDER ANY PROVISION OF THIS AGREEMENT WILL EXCEED THE AMOUNT PAID BY LICENSEE FOR THE SOFTWARE. BECAUSE SOME STATES AND JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY, THE ABOVE LIMITATION MAY NOT APPLY TO LICENSEE.
This Agreement and the rights granted herein will terminate immediately without notice from TeamDev if Licensee fails to comply with any provision of this Agreement. Upon such termination, Licensee must destroy all copies of the Software. Section 11, "Disclaimer of Warranty" and Section 12, "Limitation of Liability" shall remain effective after the termination of this Agreement.
If for any reason a court of competent jurisdiction finds any provision of this Agreement, or portion thereof, to be unenforceable, that provision of the Agreement will be enforced to the maximum extent permissible so as to effect the economic benefits and intent of the parties, and the remainder of this Agreement will continue in full force and effect.
(a) TeamDev reserves the right at any time to cease the support of the Software and to alter prices, features, specifications, capabilities, functions, licensing terms, release dates, general availability or other characteristics of the Software.
(b) This Agreement constitutes the complete, final and exclusive statement of the agreement between TeamDev and Licensee, which supersedes all proposals, oral or written, and all other communications between the parties relating to the subject matter of this Agreement. No waiver, alteration or modification of the provisions of this Agreement will be valid unless made in writing and signed by a corporate officer of TeamDev.
(c) This Agreement will not be construed as creating an agency, partnership, joint venture or any other form of legal association between or among Licensee and TeamDev, and Licensee will not represent to the contrary, whether expressly, by implication, appearance or otherwise.
(d) Titles are inserted for convenience only and will not affect in any way the meaning or interpretation of this Agreement. If any provision of this Agreement is held invalid, the remainder of this Agreement will continue in full force and effect. Either TeamDev or Licensee may assign this Agreement in the case of a merger or sale of substantially all of its respective assets to another entity. This Agreement will be binding upon and will inure to the benefit of the parties, their successors and assigns.