End user agreement for HTMLLabel for Windows Forms
END-USER LICENCE AGREEMENT FOR GOBICODE SOFTWARE
IMPORTANT-READ CAREFULLY: This End User Licence Agreement (this "EULA") contains the terms and conditions that govern your use of the SOFTWARE (as defined below) and imposes material limitations to your rights. You should read this EULA carefully.
I. THIS EULA.
1. Software Covered by this EULA. This EULA governs your use of the Gobicode Limited software product(s) enclosed or otherwise accompanied herewith (individually and collectively, the "SOFTWARE"). The term "SOFTWARE" includes, to the extent provided by Gobicode Limited:
1) any revisions, amendments, updates and/or upgrades thereto;
2) any data, image or executable files, databases, data engines, computer software, or similar items customarily used or distributed with computer software products;
3) anything in any form whatsoever intended to be used with or in conjunction with the SOFTWARE; and
4) any associated media, documentation (including physical, electronic and online) and printed materials (the "Documentation").
2. This EULA is a Legally Binding Agreement Between You and Gobicode Limited. If you are acting as an agent of a company or another legal person, such as an officer or other employee acting for your employer, then "you" and "your" mean your principal, the entity or other legal person for whom you are acting. However, importantly, even if you are acting as an agent for another, you may still be personally liable for all breaches of international and local laws, including without limitation copyright infringement or any infringement of any third party intellectual property rights.
By installing, loading, copying, or otherwise using the SOFTWARE or any part thereof, you agree to be bound by all the terms and conditions of this EULA. If you do not agree to all of such terms and conditions, you may not install, load, copy or otherwise use the SOFTWARE or any part thereof. If you do not agree with any of the terms herewith and, for whatever reason, installation has begun or has been completed, you should cancel installation , uninstall or delete the SOFTWARE, as the case may be.
You hereby acknowledge and accept that by signifying your acceptance of the terms of this EULA in accordance with this paragraph 2, you intend to be, and hereby are, legally bound to the terms of this EULA to the same extent as if Gobicode Limited and you physically signed this EULA.
II. YOUR LICENCE TO DEVELOP AND TO DISTRIBUTE.
As provided in more detail below, this EULA grants you two licences:
1) a licence to use the SOFTWARE to develop other software products (the "Development Licence"); and
2) a licence to use and/or distribute the Developed Software (the "Distribution Licence"). These licences (individually and collectively, the "Licences") are explained and defined in more detail below.
Definitions. The following terms have the respective meanings as used in this EULA:
"Network Server" means a computer with one or more computer central processing units (CPU's) that operates for the purpose of serving other computers logically or physically connected to it, including, but not limited to, other computers connected to it on an internal network, intranet or the Internet.
"Web Server" means a type of Network Server that serves other computers which, are specifically connected to it through either an intranet or the Internet.
"Developed Software" means those computer software products that are developed by or through the use of the SOFTWARE.
"Developed Web Server Software" means those Developed Software products that reside logically or physically on at least one Web Server and are operated (meaning the computer software instruction set is carried out) by the Web Server's central processing unit(s) (CPU).
"Developer" means a human being or any other automated device using the SOFTWARE in accordance with the terms and conditions of this EULA.
"Developer Seat Licence" means that each Developer using or otherwise accessing the programmatic interface or the SOFTWARE must obtain the right to do so by purchasing a separate End User Licence.
"Redistributable Files" means the SOFTWARE files or other portions of the SOFTWARE that are provided by Gobicode Limited and are identified as such in the Documentation for distribution by you with the Developed Software.
“Source Code” shall mean computer software code or programs in human readable format, such as a printed listing of such a program written in a high-level computer language. The term "Source Code" includes, but is not limited to, documents and materials in support of the development effort of the SOFTWARE, such as flow charts, pseudo code and program notes.
Your Development Licence. Having purchased a Developer Seat Licence , you are hereby granted a limited, royalty-free, non-sublicensable, non-transferable, non-exclusive right to use the SOFTWARE to design, develop, and test Developed Software, on the express condition that, and only for so long as, you fully comply with all terms and conditions of this EULA.
The SOFTWARE is licenced to you on a Developer Seat Licence basis. For the purpose of this EULA, “Developer Seat Licence basis” means that you may install the SOFTWARE for the sole purpose of designing, testing and creating Developed Software by a single Developer on one or more computers, each with a single set of input devices, PROVIDED THAT
1) such computer(s) is used only by one single Developer at any given time and not concurrently and
2) the user is the primary user to whom the licence has been expressly granted.
You are expressly prohibited from installing or using the SOFTWARE on a computer that is a network server or a computer at which the SOFTWARE is used by more than one Developer. You may not network the SOFTWARE or any component part thereof, where it is or may be used by more than one Developer unless you purchase an additional Development Licence for each Developer. You must purchase additional separate licences to the SOFTWARE in order to add additional developer seats, whether the additional developers are accessing the SOFTWARE in a stand-alone environment or on a computer network.
You agree that Gobicode Limited may audit your use of the SOFTWARE for compliance with these terms at any time, upon reasonable notice. In the event that such audit reveals any use of the SOFTWARE other than in full compliance with the terms of this EULA, you shall reimburse Gobicode Limited for all reasonable expenses related to such audit in addition to any other liabilities you may incur as a result of such non-compliance.
You may only use the SOFTWARE to create Developed Software that is significantly different to the SOFTWARE, and in no manner competes (actually or potentially) with the SOFTWARE.
Your Distribution Licence.
Licence to Distribute Developed Software. Having purchased a Developer Seat Licence and subject to the terms and conditions in this EULA, you are granted a non-exclusive, non-sublicensable, non-transferable, licence to use and to distribute Developed Software on a royalty-free basis, provided that the Developed Software incorporates the SOFTWARE as an integral part of the Developed Software in an object code, machine-language compiled format (customarily an ".exe", or ".dll", etc.). You may not distribute, bundle, wrap or subclass the SOFTWARE as Developed Software which, when used in a "design time" development environment, exposes the programmatic interface or any Source Code of the SOFTWARE. You may distribute, on a royalty-free basis, Redistributable Files with Developed Software only. You may not add or transfer the SOFTWARE Licence File (.LIC file) to the computer where the Developed Software is installed. Users of the Developed Software may not use the SOFTWARE or the Redistributable Files, directly or indirectly, for development purposes. In particular, if you create a control (or user control) using the SOFTWARE as a constituent control, you are not licenced to distribute the control you created with the SOFTWARE to users for development purposes.
Specific Product Limitations. Then the following additional limitations will apply:
SOFTWARE Licence File (.LIC file). With your licence, you will be issued a unique SOFTWARE Licence File (the ".LIC File") used for the activation of the SOFTWARE. The .LIC File is subject to the restrictions set forth in this EULA and may not be disclosed or distributed either with the Developed Software or in any other way. The disclosure or distribution of the .LIC File constitutes a breach of this EULA, the effect of which shall be the immediate termination and revocation of all the rights granted herein.
Trial and Beta Copies. If you are using a "Trial copy" or “Beta copy” of the SOFTWARE then the licences are limited, in addition to the aforementioned terms, as follows:
a) you are granted a licence to use the SOFTWARE for a period of thirty (30) days counted from the day of installation (the "Evaluation Period");
b) upon completion of the Evaluation Period, you shall either
i) delete or remove the SOFTWARE and all parts thereof from the computer containing the installation, or
ii) obtain a paid licence of the SOFTWARE from Gobicode Limited or any of its resellers; and
c) any Developed Software developed with the SOFTWARE may not be distributed or used for any purpose.
III. INTELLECTUAL PROPERTY.
1. Copyright. You agree that all right, title, and interest in and to the SOFTWARE (including, but not limited to, any images, photographs, animations, video, audio, music, data, text, and “applets” incorporated into the SOFTWARE), and any copies of the SOFTWARE, and any copyrights and other intellectual property rights therein or related thereto are owned exclusively by Gobicode Limited, except to the limited extent that Gobicode Limited may be the rightful licence holder of certain third-party technologies incorporated into the SOFTWARE. The SOFTWARE is protected by copyright laws and international treaty provisions. The SOFTWARE is licenced to you, not sold to you. Gobicode Limited reserves all rights not otherwise expressly and specifically granted to you in this EULA.
2. Backups. You may make a single copy of the SOFTWARE solely for backup or archival purposes.
3. General Limitations. You may not, or otherwise attempt to, modify, reverse engineer, decompile, or disassemble the SOFTWARE.
4. Termination. Without prejudice to any other rights it may have, Gobicode Limited may terminate this EULA and the Licences if you fail to comply with any term or condition contained herein. In such an event, you must destroy or delete all copies of the SOFTWARE and all of its component parts.
IV. WARRANTIES AND REMEDIES.
1. Limited Warranty. Gobicode Limited warrants that: (i) it has the full authority to enter into this Agreement and grant the licence rights set forth herein; (ii) it has not granted and will not grant any rights in the Software to any third party which grant is inconsistent with the rights granted to you in this Agreement; and (iii) as far as Gobicode Limited is aware, the Software does not infringe any intellectual property right held of any third party. EXCEPT AS OTHERWISE PROVIDED IN THE PRECEDING SENTENCE, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, GOBICODE LIMITED EXPRESSLY DISCLAIMS ANY WARRANTY FOR THE SOFTWARE (AND ANY COMPONENT THEREOF), DOCUMENTATION AND ANYTHING ELSE PROVIDED BY GOBICODE LIMITED HEREBY AND GOBICODE LIMITED PROVIDES THE SAME IN “AS IS” CONDITION WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF THE SOFTWARE AND DOCUMENTATION REMAINS WITH YOU.
2. Limited Remedy. GOBICODE LIMITED PROVIDES NO REMEDIES OR WARRANTIES, WHETHER EXPRESS OR IMPLIED, FOR ANY SAMPLE APPLICATION CODE, REDISTRIBUTABLE FILES, TRIAL VERSION AND THE BETA VERSION OF THE SOFTWARE. ANY SAMPLE APPLICATION CODE, TRIAL VERSION AND BETA VERSION OF THE SOFTWARE ARE PROVIDED “AS IS”.
Gobicode Limited's entire liability and your exclusive remedy under this EULA shall be, at Gobicode Limited's sole option, either (a) return of the price paid for the SOFTWARE; (b) repair the SOFTWARE through updates distributed online or otherwise in Gobicode Limited's discretion; or (c) replace the SOFTWARE with SOFTWARE that substantially performs as described in the SOFTWARE documentation, provided that you return the SOFTWARE in the same manner as provided in Section I.2 for return of the SOFTWARE for non-acceptance of this EULA. Any replacement SOFTWARE will be warranted for the remainder of the original warranty period or thirty (30) days, whichever is longer. THESE REMEDIES ARE NOT AVAILABLE OUTSIDE OF THE UNITED KINGDOM. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL GOBICODE LIMITED BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS, REVENUE PROFIT, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, LOSS OR DEGRADATION OF DATA, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE.
NOTHING IN THIS EULA SHALL LIMIT OR EXCLUDE THE LIABILITY OF EITHER PARTY TO THE OTHER IN RESPECT OF DEATH OR PERSONAL INJURY ARISING OUT OF ITS NEGLIGENCE. SUBJECT TO PRECEDING SENTENCE THE AGGREGATE LIABILITY OF GOBICODE LIMITED FOR ANY LIABILITY ARISING UNDER OR IN CONNECTION WITH THIS EULA HOWSOEVER ARISING (INCLUDING BY WAY OF NEGLIGENCE) SHALL BE LIMITED TO 100% OF THE LICENCE FEES PAID OR PAYABLE BY GOBICODE LIMITED FOR THE EULA GIVING RISE TO THE LIABILITY
1. This is the Entire Agreement. This EULA (including any addendum to this EULA included with the SOFTWARE) is the final, complete and exclusive statement of the entire agreement between you and Gobicode Limited relating to the SOFTWARE. This EULA supersedes any prior and contemporaneous proposals, purchase orders, advertisements, and all other communications in relation to the subject matter of this EULA, whether oral or written. No terms or conditions, other than those contained herein, and no other understanding or agreement which in any way modifies these terms and conditions, shall be binding upon the parties unless entered into in writing executed between the parties, or by other non-oral manner of agreement whereby the parties objectively and definitively act in a manner to be bound (such as by continuing with an installation of the SOFTWARE, etc.). Employees, agents and other representatives of Gobicode Limited are not permitted to orally modify this EULA.
2. You Indemnify Gobicode Limited. You agree to indemnify, hold harmless, and defend on demand Gobicode Limited and its suppliers and resellers from and against any and all claims or lawsuits, including attorney's fees, which arise out of or result from your distribution of your Developed Software or from your breach of any of the terms and conditions of this EULA.
3. Jurisdiction and Governing Law. If for any reason a court of competent jurisdiction finds any provision of this EULA, or any portion thereof, to be unenforceable, that provision of this EULA will be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of this EULA will continue in full force and effect. Formatives of defined terms shall have the same meaning of the defined term. Failure by either party to enforce any provision of this EULA will not be deemed a waiver of future enforcement of that or any other provision. Except as otherwise required or superseded by law, this EULA is governed by English Law. The English courts shall have exclusive jurisdiction to determine any disputes which may arise out of, under, or in connection with this EULA.