End user agreement for Nasosoft .NET Components
IMPORTANT: READ CAREFULLY: This Nasosoft End User License Agreement ("EULA") is a legal agreement between you (either an individual or a single entity) and Nasosoft for the materials accompanying this EULA, which may include computer software, associated media, printed materials, and "on line" or electronic documentation ("Software") and source files, resource files, project and solution files ("Source Code") for Software, collectively "The Product". BY INSTALLING, COPYING OR OTHERWISE USING THE PRODUCT, YOU AGREE TO BE BOUND BY THE TERMS OF THIS EULA. IF YOU DO NOT AGREE TO THE TERMS OF THIS EULA, DO NOT INSTALL, COPY OR USE THE PRODUCT.
The Product is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. Nasosoft or its suppliers own the title, copyright and other intellectual property rights in The Product. The Product is licensed, not sold.
1. GRANT OF LICENSE. Nasosoft grants you the rights described in this EULA provided that you comply with all the terms and conditions of this EULA:
a. General Software License Grant. Nasosoft grants the use of The Product according to one of the license types below as identified in The Product title.
i. Evaluation License. An Evaluation license is a non-exclusive evaluation license to use the component for evaluation only. A component with an evaluation license is fully functional except the results the component produces are indicated with a Nasosoft watermark or with feature limitation specified by the product documentation. When using an evaluation license the component is strictly prohibited from being used in the production of any software. Any violation of this provision shall require a mandatory purchase license as well as expose the user to other legal recourse for collection and punitive damages. If you do not agree to the terms, do not evaluate this component and remove it from your computer immediately.
ii. Developer Enterprise License. A Developer Enterprise Subscription licenses one (1) developer to create an unlimited number of Java or .NET applications using the Enterprise Edition of the component. A Developer Subscription must be purchased for each developer utilizing the component; alternatively, a Site Subscription can be purchased which licenses 6 to 10 developers at one physical location. A Developer Enterprise Subscription allows a developer to deploy any number of applications utilizing the component only at one (1) physical site. If an application will be deployed to more than one physical site, an OEM subscription will need to be purchased.
iii. Developer OEM License. A Developer OEM Subscription licenses one (1) developer to create an unlimited number of Java or .NET applications using the Enterprise Edition of the component. A Developer OEM Subscription must be purchased for each developer utilizing the component; alternatively, a Site OEM Subscription can be purchased and which licenses 6 to 10 developers at one physical location. A Developer OEM Subscription allows a developer to deploy applications utilizing the component to unlimited physical sites.
iv. Site OEM License. A Site OEM Subscription licenses 6 to 10 developers to create an unlimited number of Java or .NET applications using the Enterprise Edition of the component. A Site OEM Subscription allows developers to deploy applications utilizing the component to unlimited physical sites.
b. General Source Code License Grant. If Source Code accompanies The Product, Nasosoft grants to you one (1) personal, nontransferable, nonexclusive, royalty-free license to make and use copies of the Source Code and install such Source Code on any number of your computers (i) for your internal use , (ii) to design, develop and test your software products. You may not redistribute the Source Code, or any component thereof, whether modified or not to any third party.
c. Documentation. With respect to electronic and other documentation, you may make any number of copies (either in hard copy or electronic form) provided that such copies shall be used only for internal purposes and are not republished or distributed beyond your premises.
i. You are granted a license to redistribute in binary form any components of The Product explicitly marked as redistributable provided that you provide all technical support for the distribution, you do not allow recipients to disassemble, decompile, or in any other way allowing them to gain separate access to The Product or any part of The Product,
ii. Redistributions in binary form must reproduce the above copyright notice in the documentation and/or other materials provided with The Product,
iii. The end-user documentation included with the redistribution, if any, must include the following acknowledgment: "This product includes software developed by Nasosoft (http://www.Nasosoft.com)." Alternately, this acknowledgment may appear in the software itself, if and wherever such third-party acknowledgments normally appear,
iv. The name "Nasosoft" must not be used to endorse or promote products derived from this software without prior written permission. For written permission, please contact sales@Nasosoft.com,
v. Works derived from The Product may not be called "Nasosoft", nor may "Nasosoft" appear in their name, without prior written permission of Nasosoft,
vi. Nasosoft is not obligated to provide support for works derived from The Product,
vii. Nasosoft is not obligated to, but may at its own option, provide updated versions of the Source Code at no additional fee,
viii. Commercial distribution of a component that relies on functionality from The Product in any form, with or without modifications, is strictly prohibited,
ix. Distribution of the Source Code in any form, with or without modifications, is strictly prohibited,
x. Distribution of assemblies based on the Source Code may not have a name that begins with Nasosoft.
e. Disassembly. You may not reverse engineer, decompile, disassemble or in any other way try to gain access to information regarding the construction of The Software.
f. Reservation of Rights. Nasosoft reserves all rights not expressly granted herein.
2. DESCRIPTION OF OTHER RIGHTS AND LIMITATIONS.
a. Rental. You may not rent, lease, or lend The Product without express written permission from Nasosoft.
b. Termination. Without prejudice to any other rights, Nasosoft may terminate this EULA if you fail to comply with the terms and conditions of this EULA. In such event, you must destroy all copies of The Product, including but not limited to the Source Code, backups and all of its component parts and derived works.
c. Consideration. For the rights and license granted in this EULA, including both the General Software License and the General Source Code License, you will pay Nasosoft the currently published price available at Nasosoft.com or another mutually agreed upon amount to appear on a valid invoice.
d. Term. The term of this EULA shall continue perpetually from the date of purchase unless terminated according to the provisions in section 2(b).
e. Consent to Use of Data. You agree that Nasosoft and its affiliates may collect and use technical information, excluding any Confidential Information, gathered as part of the product support services provided to you, if any, related to the software. Nasosoft may use this information solely to improve our products or to provide customized services or technologies to you. Nasosoft may disclose this information, excluding any information explicitly declared as Confidential Information, to others but not in a form that personally identifies you.
f. Derived Works. You agree that you will not use The Product to develop derived works that offer similar functionality as The Product, expose the features of The Product for use by an unlicensed third party. For a period of six (6) months from the date of purchase, you agree not to create software that might directly compete with Nasosoft products at the time of the license.
3. SOFTWARE MAINTENANCE/UPDATES.
a. A subscription entitle the purchaser to updates of the product for a period of one year (365 days) following the purchase of The Product,
4. UPGRADES. If this copy of the Product is an upgrade from an earlier version of the Product, it is provided to you on a license exchange basis. You agree by your installation and use of such copy of the Product to voluntarily terminate your earlier EULA and that you will not continue to use the earlier version of the Product or transfer it to another person or entity unless such transfer is otherwise valid according to the terms of this EULA.
5. INTELLECTUAL PROPERTY RIGHTS. All title and intellectual property rights in and to The Product (including but not limited to any images, photographs, animations, video, audio, music, text and "applets" incorporated into The Product and any copies of The Product that you are expressly permitted to make herein) are owned by Nasosoft or its suppliers. All title and intellectual property rights in and to the content which may be accessed through use of The Product are the property of the respective content owner and may be protected by applicable copyright or other intellectual property laws and treaties. This EULA grants you no rights to use such content. All title and intellectual property rights in and to your modifications to The Product, are owned by you provided that such modifications are made available to Nasosoft free of charge and royalty-free for inclusion in later releases of The Product. All rights not expressly granted are reserved by Nasosoft.
6. NONDISCLOSE AND NONCOMPETITION.
a. Both parties recognize that the other party may obtain proprietary and/or confidential information (“Confidential Information”) in the course of the business relationship defined herein. Each party therefore agrees that it will not disclose the Confidential Information of the other party to any third party (i) except as provided for in this EULA or as necessary to pursue and implement the business relationships defined herein; (ii) to its responsible employees and professional advisors with a bona fide need to know and whom are bound by agreement or law to keep such information confidential; (iii) as authorized by the other party in writing or (iv) to the extent required by applicable law, court, or government agency, provided that the receiving party promptly notifies the disclosing party thereof and cooperates with any efforts by the disclosing party, at the disclosing party’s expense, to limit such disclosure by means of seeking a protective order or requesting confidential treatment.
b. The parties agree that any party that violates this Section 6 shall pay, liquidated damages of no less than four (4) times the purchase price or seven thousand dollars ($7,000.00 USD) whichever is more if any violation of this Section 6 is proved in a court of law or admitted plus any direct, indirect, or actual damages.
7. LINKS TO THIRD PARTY SITES. You may link to third party sites through the use of The Product. The third party sites are not under the control of Nasosoft, and Nasosoft is not responsible for the contents of any third party sites, any links contained in third party sites, or any changes or updates to third party sites. Nasosoft is not responsible for webcasting or any other form of transmission received from any third party sites. Nasosoft is providing these links to third party sites to you only as a convenience, and the inclusion of any link does not imply an endorsement by Nasosoft of the third party site.
8. LIMITED WARRANTY AND DISCLAIMER.
a. Except with respect to a Trial Version and of the Product, Nasosoft warrants that, for a period of thirty (30) days from the date of delivery (as evidenced by a copy of your receipt): (i) when used with a recommended hardware configuration, the Product will perform in substantial conformance with the documentation supplied with the Product; and (ii) the physical media on which the Product is furnished, if any, will be free from defects in materials and workmanship under normal use.
b. NASOSOFT PROVIDES NO REMEDIES OR WARRANTIES, WHETHER EXPRESS OR IMPLIED, FOR THE TRIAL VERSION OF THE SOFTWARE. THE TRIAL VERSION OF THE SOFTWARE IS PROVIDED "AS IS".
c. NASOSOFT AND ITS SUPPLIERS DISCLAIM ALL OTHER WARRANTIES AND REPRESENTATIONS, WHETHER EXPRESS, IMPLIED, OR OTHERWISE, INCLUDING THE WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NASOSOFT DOES NOT WARRANT THAT THE SOFTWARE IS ERROR-FREE OR WILL OPERATE WITHOUT INTERRUPTION. NO RIGHTS OR REMEDIES REFERRED TO IN ARTICLE 2A OF THE UCC WILL BE CONFERRED ON YOU UNLESS EXPRESSLY GRANTED HEREIN. THE PRODUCT IS NOT DESIGNED, INTENDED OR LICENSED FOR USE IN HAZARDOUS ENVIRONMENTS REQUIRING FAIL-SAFE CONTROLS, INCLUDING WITHOUT LIMITATION, THE DESIGN, CONSTRUCTION, MAINTENANCE OR OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION OR COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL, AND LIFE SUPPORT OR WEAPONS SYSTEMS. NASOSOFT SPECIFICALLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY OF FITNESS FOR SUCH PURPOSES.
d. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE SOFTWARE, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF DELIVERY.
e. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY NASOSOFT, ITS DEALERS, DISTRIBUTORS, AGENTS OR EMPLOYEES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF ANY WARRANTY PROVIDED HEREIN.
9. EXCLUSIVE REMEDY. Your exclusive remedy under the preceding is to return the Software to the place you acquired it, with a copy of your receipt and a description of the problem. Provided that any non-compliance with the above warranty is reported in writing to Nasosoft no more than thirty (30) days following delivery to you, Nasosoft will use reasonable commercial efforts to supply you with a replacement copy of The Product that substantially conforms to the documentation, provide a replacement for defective media, or refund to you your purchase price for the Software, at its option. Nasosoft shall have no responsibility if the Product has been altered in any way, if the media has been damaged by misuse, accident, abuse, modification or misapplication, or if the failure arises out of use of the Software with other than a recommended hardware configuration. Any such misuse, accident, abuse, modification or misapplication of the Software will void the warranty above. THIS REMEDY IS THE SOLE AND EXCLUSIVE REMEDY AVAILABLE TO YOU FOR BREACH OF EXPRESS OR IMPLIED WARRANTIES WITH RESPECT TO THE SOFTWARE AND RELATED DOCUMENTATION.
10. LIMITATION OF LIABILITY.
a. NEITHER NASOSOFT NOR ITS SUPPLIERS SHALL BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, COVER OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR THE INABILITY TO USE EQUIPMENT OR ACCESS DATA, LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION OR THE LIKE), ARISING OUT OF THE USE OF, OR INABILITY TO USE, THE SOFTWARE AND BASED ON ANY THEORY OF LIABILITY INCLUDING BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF Nasosoft OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
b. NASOSOFT'S TOTAL LIABILITY TO YOU FOR ACTUAL DAMAGES FOR ANY CAUSE WHATSOEVER WILL BE LIMITED TO THE GREATER OF $50 OR THE AMOUNT PAID BY YOU FOR THE PRODUCT THAT CAUSED SUCH DAMAGE.
c. THE FOREGOING LIMITATIONS ON LIABILITY ARE INTENDED TO APPLY TO THE WARRANTIES AND DISCLAIMERS ABOVE AND ALL OTHER ASPECTS OF THIS EULA.
11. INDEMNITY. You agree to hold Nasosoft harmless against, and at your expense handle and defend, any claim and defend any suit brought against you based upon an allegation that the use of The Product furnished pursuant to this EULA constitutes an infringement of any United States patent, or any copyright or other proprietary or intellectual property right. You shall pay all damages and costs awarded in such suit.
12. NO WAIVER. No action taken by either party pursuant to this EULA, and no waiver by either party, whether express or implied, of any provision or right in this EULA or any breach thereof, and no failure of either party to exercise or enforce any of its rights under this EULA, will constitute a continuing waiver with respect to such provision or right or as a breach or waiver or any other provision or right, whether or not similar.
13. SEVERABILITY. If any covenant or provision of the EULA is determined to be void or unenforceable in whole or part, then such void or unenforceable covenant or provision shall be deleted from this EULA and shall not effect or impair the enforceability or validity of any other covenant or provision of this EULA or any part thereof.
14. GOVERNING LAW. If you acquired the Product in Australia, this EULA is governed by the laws of the State of New South Whales. If The Product was acquired outside Australia, then local law may apply.
15. FURTHER INSTRUMENTS. Except as otherwise expressly provided in this Agreement, each party shall furnish to the other (and shall deliver and cause to be executed, acknowledged and delivered to the other) any further instruments, which such other party may reasonably require or deem necessary from time to time to evidence, establish, protect, enforce, defend or secure to such other party any or all of its rights hereunder or to more effectuate or carry out the purposes, provisions or intent of this Agreement.
16. CAPTIONS. All indexes, titles, subject headings, section titles, and similar items are provide for the purpose of reference and convenience and are not intended to be inclusive, definitive, or to affect the meaning or scope of this Agreement.
17. UPDATES. Nasosoft may make updates and changes to this license agreement from time to time. Such changes will be posted on our website at http://www.Nasosoft.com. Such changes or updates will become effective immediately. If you elect not to be bound by the new license agreement you must immediately destroy all copies of The Product and inform Nasosoft in writing within sixty (60) days of posting. It is your responsibility to check the website for updates. Nasosoft may at its sole discretion publish notices of change to the email announcement list also available from http://www.Nasosoft.com.
18. ENTIRE AGREEMENT. This EULA is the entire agreement between you and Nasosoft relating to The Product and the support services (if any) and it supersedes all prior or contemporaneous oral or written communications, proposals and representations with respect to The Product or any other subject matter covered by this EULA. To the extent the terms of any Nasosoft policies or programs for support services conflict with the terms of this EULA, the terms of this EULA shall control.