End user agreement for Scheduler Pro Ocx
CONTRACT FOR LICENSE OF USE OF THE ScPro ActiveX Control
Licensee acknowledges that Licensee has read this agreement and understands
this agreement (the "Agreement") is the final, complete and exclusive
statement of the entire agreement between Gaia Consulting di Campagnola Daniel
("GAIA") and Licensee. This Agreement supersedes any prior and
contemporaneous proposals, purchase orders, advertisements, and all other
communications in relation to the subject matter of this agreement, whether
oral or written. No terms or conditions, other than those contained in
this Agreement, and no other understanding or agreement which in any way
modifies these terms and conditions, shall be binding upon GAIA unless made
by a written agreement, executed by duly authorized representatives of both
GAIA and Licensee.
LICENSED SOFTWARE AND DOCUMENTATION LICENSE
1. GAIA hereby grants Licensee a non-exclusive, non-transferrable and
perpetual license to use the enclosed computer software (the "Licensed
Software") and the associated printed documentation (the "Documentation"),
subject to the limitations set forth in this Agreement (the "License").
Licensee may use the Licensed Software only on one central processing unit
with one input terminal. All right, title and interest to the Licensed
Software and the Documentation are, and shall remain, in GAIA or GAIA's
licensors, as the case may be. Licensee have no right of access to the
source code of the Licensed Software. Licensee is not entitled to updates
or upgrades of the Licensed Software or Documentation.
2. Licensee may not alter, assign, create derivative works, decompile,
disassemble, distribute, lease, modify, reverse engineer, sublicense,
transfer or translate in any way the Licensed Software or Documentation
(except as specifically and expressly provided below for "redistributable
files"); provided, however, that Licensee may permanently and
simultaneously transfer all of the Licensed Software, Documentation and the
License if: a) Licensee delivers to the transferee the Licensed Software
and Documentation; b) notify GAIA in writing of such transfer; and c)
destroy any archival/backup copy. Licensee agrees that the transferee must
expressly accept all terms and conditions of this Agreement.
3. Licensee MAY NOT COPY the Licensed Software or Documentation (except as
specifically and expressly provided below for "redistributable files");
provided, however, that Licensee may make one (1) copy of the Licensed
Software for archival/backup purposes.
4. Licensee may create application software using the Licensed Software,
including the trade secrets and confidential information of GAIA, and
Licensee may incorporate in such application software, in executable form,
those files identified in the Documentation as "redistributable files."
Licensee MAY NOT distribute the Licensed Software, in any format, to other
users for development purposes. In particular, if Licensee creates a
control using the Licensed Software as a constituent control, Licensee
MAY NOT distribute the control created with the Licensed Software (in any
format) to users for development purposes.
5. If either the Licensed Software or Documentation is used in any way not
expressly and specifically permitted by this License, then the License
shall immediately terminate. Upon the termination of the License, Licensee
shall thereafter make no further use of the Licensed Software or
Documentation, and Licensee shall return to GAIA all licensed materials,
1. LIMITED WARRANTY ON DISTRIBUTION MEDIA. For a period of thirty (30)
days following the date of delivery of the Licensed Software and
Documentation to Licensee as the original licensee, if evidenced by
Licensee's receipt as such, (the "Warranty Period") GAIA warrants the
DISTRIBUTION MEDIA (the "Media"), such as diskettes or CDs, on which the
Licensed Software is embodied to be free from defects in materials and
workmanship under normal use. The warranty is personal to Licensee, and
no warranty is made to Licensee's transferees. Any implied warranties of
merchantability or fitness for a particular purpose for the media are
limited in duration to the Warranty Period, after which time all
warranties, of whatever nature, are specifically disclaimed.
2. NO WARRANTY ON LICENSED SOFTWARE OR DOCUMENTATION. GAIA licenses the
Licensed Software and Documentation solely on an "AS IS" basis without
warranties of any kind, such as warranties of merchantability or fitness
for any particular purpose. The entire risk of quality and performance is
with Licensee. The Software and Documentation are not represented to be
error-free. If either the Licensed Software, Documentation or both prove
to be defective, Licensee assumes the entire cost of all servicing,
correction or repair.
3. The foregoing warranty gives Licensee specific legal rights, and
Licensee may also have other rights which vary from state to state. Some
states do not allow the limitation or exclusion of implied warranties, so
the above limitations may not apply to Licensee.
EXCLUSION OF RESPONSIBILITY
GAIA shall not in any way be held responsible for any possible errors in the
ActiveX and/or in its documentation. Licensee shall assume all the expenses
incurred for whatever maintenance work, rectification or repairs. Similarly, GAIA
shall not be in any way held responsible for any damage and/or loss of profit
deriving from the use of the ActiveX o from failure to use it.
In the event of any controversies arising from this contract, the competent
authority in Italy shall be the Court of Verona; while abroad, the rules and
regulations in force in each country shall apply.