End user agreement for ClonOS
License Agreement for Admin-linuX, fxlib and ClonOS
1. GRANT OF LICENSE.
The vendor grants you the right to use the source code portion of the Vendors Materials (the “Source Code”) as a reference in “read only” for the purposes of designing, developing, and testing software product(s) that operate in conjunction with admin-linux and/or ClonOS.
Solely with respect to any electronic documentation that may comprise portions of the Vendor's Materials, you may make an unlimited number of copies (either in hardcopy or electronic form), provided that such copies shall be used only for internal purposes and are not republished or distributed beyond the user’s premises.
2. DESCRIPTION OF OTHER RIGHTS AND LIMITATIONS
You may not sell, rent, or lease the Product.
No technical support will be provided for the Product.
No Other Uses
You may not use the Product in any way other than as expressly permitted under this License Agreement.
You may permanently transfer all of your rights under this License Agreement, provided you retain no copies, you transfer all of the Product, and the recipient agrees to the terms of this License Agreement.
Without prejudice to any other rights, Vendor may terminate this License Agreement if you fail to comply with the terms and conditions of this License Agreement. In such event, you must destroy all copies of the Product and all of its component parts.
The Product is protected by copyright and other intellectual property laws and treaties. Vendor or its suppliers own the title, copyright, and other intellectual property rights in the Product.
4. ENTIRE AGREEMENT
This License Agreement (including any addendum or amendment to this License Agreement which is included with the Vendor's Materials) are the entire agreement between you and the Vendor relating to the Vendor's Materials and the support services (if any) and they supersede all prior or contemporaneous oral or written communications, proposals and representations with respect to the Vendor's Materials or any other subject matter covered by this License Agreement. To the extent the terms of any Vendor's policies or programs for support services conflict with the terms of this License Agreement, the terms of this License Agreement shall control.
5. The Vendor's Materials
are protected by copyright and other intellectual property laws and treaties. Vendor or its suppliers own the title, copyright, and other intellectual property rights in the Vendor's Materials. The Vendor's Materials are licensed, not sold.
6. DISCLAIMER OF WARRANTIES
To the maximum extent permitted by applicable law, the Vendor and its suppliers provide the Vendor's Materials and any (if any) support services related to the Vendor's Materials (“Support Services”) AS IS AND WITH ALL FAULTS, and hereby disclaim all warranties and conditions, either express, implied or statutory, including, but not limited to, any (if any) implied warranties or conditions of merchantability, of fitness for a particular purpose, of lack of viruses, of accuracy or completeness of responses, of results, and of lack of negligence or lack of workmanlike effort, all with regard to the Vendor's Materials, and the provision of or failure to provide Support Services.
ALSO, THERE IS NO WARRANTY OR CONDITION OF TITLE, QUIET ENJOYMENT, QUIET POSSESSION, CORRESPONDENCE TO DESCRIPTION OR NON-INFRINGEMENT, WITH REGARD TO THE Vendor's MATERIALS. THE ENTIRE RISK AS TO THE QUALITY OF OR ARISING OUT OF USE OR PERFORMANCE OF THE Vendor's MATERIALS AND SUPPORT SERVICES, IF ANY, REMAINS WITH YOU.
7. EXCLUSION OF INCIDENTAL, CONSEQUENTIAL AND CERTAIN OTHER DAMAGES.
To the maximum extent permitted by applicable law, in no event shall the Vendor or its suppliers be liable for any special, incidental, indirect, or consequential damages whatsoever (including, but not limited to, damages for loss of profits or confidential or other information, for business interruption, for personal injury, for loss of privacy, for failure to meet any duty including of good faith or of reasonable care, for negligence, and for any other pecuniary or other loss whatsoever) arising out of or in any way related to the use of or inability to use the Vendor's Materials, the provision of or failure to provide Support Services, or otherwise under or in connection with any provision of Agreement, even in the event of the fault, tort (including negligence), strict liability, breach of contract or breach of warranty of the Vendor or any supplier, and even if the Vendor or any supplier has been advised of the possibility of such damages.
8. LIMITATION OF LIABILITY AND REMEDIES.
Notwithstanding any damages that you might incur for any reason whatsoever (including, without limitation, all damages referenced above and all direct or general damages), the entire liability of the Vendor and any of its suppliers under any provision of this Agreement and your exclusive remedy for all of the foregoing shall be limited to the greater of the amount actually paid by you for the Vendor's Materials or U.S.$5.00. The foregoing limitations, exclusions and disclaimers shall apply to the maximum extent permitted by applicable law, even if any remedy fails its essential purpose.
9. APPLICABLE LAW
The vendor's Undertaking is considered international. The agenda's are not related to applicable regional law of the vendor, competitors or customers.
In the event that a dispute arises between the vendor a competitor or customer whether the material terms, taken as a whole, upon which the vendor's software is being offered to that competitor or customer are discriminatory within the meaning of this Undertaking, the complaining party shall have the right to arbitrate that dispute, provided that both the complaining party and the vendor have used their best efforts to resolve the dispute through negotiation.
To initiate arbitration, the complaining party shall give written notice to the vendor nominating an arbitrator and stating the specific nature of the claimed discrimination, the factual basis of its position and the relief requested. In such case, the vendor shall appoint an arbitrator within 14 days after receipt of the written notice. The arbitrators so appointed shall appoint another arbitrator to be president of the arbitral tribunal within 7 days after both have been nominated.
The arbitration procedure shall follow the Rules of the Arbitral Court of the International Chamber of Commerce (ICC Rules). The arbitration shall be conducted in Bruxelles, Belgium. The language of the arbitration shall be English. Any of the arbitrators will be entitled to request any relevant information from the vendors or the complaining party.
If information required to be kept by the vendor pursuant to this Undertaking is not available, the arbitrators shall decide in favor of the complaining party having taken into account the significance of the information which is unavailable. The arbitrators shall be instructed not to disclose confidential information. The standard attributed to confidential information and business secrets are those as set out inaccordance with European Community competition law.
The burden of proof in any dispute under this Undertaking shall be as follows:
(i ) the complaining party must produce evidence of a prima facie case, and
(ii) if the complaining party produces evidence of a prima facie case, the arbitrator must find in favor of the complaining party unless the vendor can produce evidence to the contrary.
The parties, in appointing the arbitrators, shall instruct the arbitrators to use their best efforts to make a decision concerning what relief, if any, is warranted in compliance with this Undertaking within one month of the appointment of the president of the arbitration panel. The arbitral tribunal shall fix the on account payment which shall be made by either or both parties towards the costs of arbitration. The arbitration award shall, in addition to dealing with the merits of the claim, impose the fees and costs of the prevailing party upon the party that is unsuccessful in the proceeding.