End user agreement for Syntax Diagram Editor and Compiler
BETA END USER LICENSE AGREEMENT
VISRAL®, L.P. (“Visral”) LICENSES THIS SOFTWARE TO YOU SUBJECT TO THE TERMS AND CONDITIONS CONTAINED IN THIS BETA END USER LICENSE AGREEMENT ("EULA"). READ THE TERMS OF THIS EULA CAREFULLY. BY CLICKING “I AGREE,” OR BY DOWNLOADING, INSTALLING, COPYING OR OTHERWISE USING THE SOFTWARE (AS DEFINED BELOW), YOU AGREE TO BE BOUND BY THE TERMS OF THIS EULA. IF YOU DO NOT AGREE TO THE TERMS OF THIS EULA, DO NOT CLICK “I AGREE,” INSTALL, COPY OR USE THE SOFTWARE, OR CONTINUE THE DOWNLOAD OR INSTALLATION PROCESS.
“Developed Products” means the software products you create using the Software.
“Incorporated Code” means the software routines generated by the Software that are incorporated into, or embedded in, the Developed Products.
“Software” means Visral’s VISRAL software, in object code form only, and all updates and upgrades thereto provided by Visral hereunder.
2. LICENSE AND RESTRICTIONS
Subject to the terms and conditions of this EULA, Visral hereby grants to you a personal, limited, non-exclusive, non-transferable, royalty-free license to (a) use the Software and related documentation (if any) internally on a single computer as a development tool to create the Developed Products, and (b) use, reproduce and distribute the Incorporated Code, as incorporated or embedded in the Developed Products, directly and indirectly to end users, provided that the source code for the Incorporated Code is not exposed or directly accessible to the user, all copies of the Developed Products include the applicable Visral copyright notices, and the Developed Products are accompanied by an enforceable end user license agreement. You may not use the Software for any other purpose. You may also make a reasonable number of copies of the Software and related documentation (if any).
Each distributed Developed Product unit must be licensed pursuant to an enforceable end user license that contains, at a minimum, the following terms: (1) the end user will use the Developed Product solely for internal use and not for further redistribution; (2) the end user may make back-up copies of the Developed Product, but must reproduce all applicable copyright and other proprietary legends on such copies; (3) the end user shall not decompile, reverse engineer, disassemble or otherwise reduce the Developed Product to human-readable form; (4) the end user shall not export the Developed Product into any country except in compliance with applicable U.S. export restrictions; and (5) an acknowledgment (a) that the end user license gives the end user limited rights to use the Incorporated Code as a component of the Developed Product, (b) that Visral retains all title to and ownership of the Incorporated Code and all copies thereof, and (c) that no other right to use Visral intellectual property is granted expressly or by implication, including, but not limited to, any right to practice under any Visral patents. You will promptly notify Visral of any violation of an end user license agreement of which you become aware, and will use commercially reasonable efforts to enforce each such agreement with at least the same degree of diligence used in enforcing similar agreements governing end users of your other products, but not less than reasonable diligence.
Except to the extent expressly permitted in this EULA, you shall not directly or indirectly: (i) translate, disassemble, decompile, reverse compile or reverse engineer the Software; (ii) modify, copy, or create derivative works based on the Software, in whole or in part; (iii) give, sell, rent, lease, loan, assign, distribute or transfer to anyone the Software without the prior written consent of Visral; (iv) use the Software to develop software applications for, or on behalf of, any third party; (v) use the Software to recreate the Software, in whole or in part, or to develop any software that performs the same or similar functions or has similar features or functionality; or (vi) disclose the results of any performance evaluations involving the Software to any third party without Visral’s prior written consent. You also shall have no right to, and agree not to, distribute, license or sublicense copies of the Software on a standalone basis. All rights not expressly granted by Visral to you are reserved by Visral. There are no implied rights.
3. OWNERSHIP AND PROPRIETARY NOTICES
You acknowledge that the Software, including, without limitation, the structure, sequence and organization of its source code, is proprietary to Visral, and that Visral owns all right, title, and interest, including all intellectual property rights, in and to the Software, including any Incorporated Code.
You agree not to remove, modify or obscure any copyright, trademark or other proprietary notices or legends contained in or on the Software, documentation or other intellectual property or materials of Visral delivered hereunder. You shall reproduce all such notices and legends on all copies you make hereunder.
Visral is under no obligation to provide maintenance or support for the Software or Incorporated Code, or to notify you of updates or upgrades to the Software. If Visral, in its sole discretion, makes updates or upgrades to the Software generally available, your use of such updates or upgrades, as applicable will be subject to the terms of this EULA or such other license terms as Visral may, at Visral’s option, choose to impose. If you wishes to obtain any updates, upgrades, enhancements, corrections and new versions of the Software, you may contact Visral for a license to such software.
You agree not to disclose Visral confidential information or any information about the Software, including, but not limited to, availability, features, functionality or performance (including, without limitation, the results of any performance evaluations involving the Software), or any portion thereof, to any third party, or use the Software for any purpose not expressly permitted by this EULA. You represent, warrant and covenant that all your personnel who have access to the Software under this EULA shall abide by the obligations set forth in this Section 5.
To the extent you provide Visral with any suggestions, information, ideas, or feedback concerning the Software, including but not limited to, a report of any errors which you discover while using the Software or any related documentation (“Feedback”), such Feedback shall be the property of Visral. You agree to assign, and hereby assign, all right, title and interest worldwide in the Feedback, and the related intellectual property rights, to Visral and agrees to assist Visral, at Visral’s expense, in perfecting and enforcing such rights.
6. WARRANTY DISCLAIMER
YOU ACKNOWLEDGE THAT THE SOFTWARE IS A “BETA” VERSION THAT HAS NOT BEEN TESTED FOR COMMERCIAL RELEASE AND MAY CONTAIN BUGS OR ERRORS. YOU FURTHER ACKNOWLEDGE THAT THE SOFTWARE, DOCUMENTATION AND ALL OTHER ITEMS AND MATERIALS FURNISHED TO YOU UNDER THIS EULA ARE PROVIDED ON AN “AS IS” BASIS AND WITHOUT WARRANTY OF ANY TYPE OR KIND. VISRAL HEREBY DISCLAIMS AND EXCLUDES, TO THE MAXIMUM EXTENT PERMITTED BY LAW, ALL WARRANTIES, WHETHER STATUTORY, EXPRESS, OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF NON-INFRINGEMENT OF THIRD PARTY RIGHTS, FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY AND SATISFACTORY QUALITY. Visral does not warrant that the Software or Documentation shall meet your needs or requirements, that the Software, Documentation or Incorporated Code is error-free or that any errors or defects in the Software, Documentation or Incorporated Code shall be corrected.
7. LIMITATION ON LIABILITY
IN NO EVENT SHALL VISRAL BE LIABLE FOR ANY LOSS OF USE, INTERRUPTION OF BUSINESS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS AND LOSS OF REVENUE), REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY OR OTHERWISE, EVEN IF VISRAL HAS BEEN ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF THIS EULA OR ANY LIMITED REMEDY HEREUNDER IS FOUND TO HAVE FAILED ITS ESSENTIAL PURPOSE.
IN NO EVENT SHALL VISRAL’S LIABILITY UNDER THIS EULA, REGARDLESS OF THE FORM OF THE ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT PRODUCT LIABILITY) OR OTHERWISE, EXCEED THE AMOUNTS PAID BY YOU TO VISRAL FOR THE SOFTWARE, EVEN IF THIS EULA OR ANY LIMITED REMEDY HEREUNDER IS FOUND TO HAVE FAILED ITS ESSENTIAL PURPOSE. IF YOU DID NOT PAY FOR THE SOFTWARE, VISRAL’S LIABILITY SHALL BE LIMITED TO ONE HUNDRED DOLLARS (USD $100).
8. TERM AND TERMINATION
This EULA is effective until terminated. You may terminate this EULA at any time by destroying or erasing the Software. This EULA shall terminate automatically if you materially breach its terms. Upon any termination or expiration of this EULA, all of the licenses granted to you hereunder shall immediately terminate and you shall immediately discontinue your use of the Software and shall promptly return or destroy the Software (including all copies in your possession, custody or control); provided, however, that end user licenses for the Developed Product shall survive in accordance with their terms. Visral may terminate this EULA immediately upon written notice. The definitions and rights, duties and obligations of the parties that by their nature continue and survive, including, without limitation, this Section and those contained Sections 2 (third paragraph only), and 4 through 12 of this EULA, shall survive any termination or expiration of this EULA.
9. Indemnification of Visral
With the exception of claims relating solely to the Software, you shall indemnify, defend and hold Visral harmless from and against all claims, demands, suits, proceedings, causes of action, liabilities, costs, expenses, damages and judgments (including reasonable attorneys’ fees) arising out of third-party claims against Visral relating to the use, reproduction, display, performance, manufacture, sale, distribution, reproduction, marketing, promotion and/or content of Developed Products.
10. U.S. Government Rights
If the Software is being acquired by the United States Government, the Software and documentation are “commercial computer software” and “commercial computer software documentation”, and pursuant to FAR 12.212 or DFARS 227.7202, and their successors, as applicable, use, reproduction and disclosure of the Software and documentation are governed by the terms of this EULA.
Visral shall not be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder on account of any cause that is beyond its reasonable control. The failure of Visral to require performance by you of any provision hereof shall not affect the full right to require such performance at any time thereafter; nor shall the waiver by Visral of a breach of any provision hereof be taken or held to be a waiver of the provision itself. If any provision of this EULA is held unenforceable or invalid, such unenforceability or invalidity shall not render this EULA unenforceable or invalid as a whole, and the unenforceable or invalid provision shall be amended to achieve as closely as possible the economic effect of the original provision. This EULA shall be governed in all respects by the laws of the United States of America and the State of Texas as such laws are applied to agreements entered into and to be performed entirely within Texas by Texas residents. The federal and state courts located in Rockwall County, Texas USA shall have non-exclusive jurisdiction in respect of disputes arising in connection with this EULA. The United Nations Convention on Contracts for the International Sale of Goods (1980) is specifically excluded from application to this EULA. The relationship of the parties hereto is that of independent contractors. Nothing contained herein shall be construed as creating any agency, partnership, or other form of joint enterprise between the parties. Neither party shall have the authority or right to bind the other party, transact any business on behalf, or in the name, of the other party, or incur any obligation or liability for or on behalf of the other party. The section headings appearing in this EULA are inserted only as a matter of convenience and in no way define, limit, construe or describe the scope or extent of such paragraph or in any way affect such section. You shall not assign your rights under this EULA, in whole or part, to any third party without the express written consent of Visral. Any purported assignment in derogation of the foregoing shall be null and void. This EULA shall be binding upon, and inure to the benefit of, you and your respective successors and permitted assigns. The goods, software, and technology subject to this EULA are subject to the export control laws and regulations of the United States. You agree to strictly comply with all applicable laws, rules and regulations, including, without limitation, export control laws. This EULA is the entire agreement between the parties with respect to the subject matter hereof. It supersedes and its terms govern, all prior or contemporaneous agreements or understandings between the parties, whether oral or written, regarding such subject matter. This EULA shall not be modified unless done so in a writing signed by officers of both Visral and you. You agree to pay all taxes, governmental fees and interest of whatever nature associated with payments made under this EULA or your receipt or use of the Software, except taxes based on Visral’s net income.