End user agreement for iSpring SDK
This End User License Agreement (EULA) is for informational purposes only. There is no software accompanying the EULA.
IMPORTANT: read the following terms carefully before installing, using and copying the Software Product. By installing, using and copying the Software Product you agree to accept all of the following terms. If you do not agree with the terms of this EULA, you must not use the Software Product.
This License Agreement (the "Agreement") is made and entered into by and between iSpring Solutions, Inc. ("Licensor ") and You, the end user of the license rights granted herein (either an individual or a single entity, the "Licensee") each a "Party" and together, the "Parties".
WHEREAS Licensor owns iSpring SDK, which is a server-side solution fo r conversion of PowerPoint presentations to Flash format;
WHEREAS Licensee desires to use iSpring SDK for converting PowerPoint presentations into Flash format; and
WHEREAS Licensor is willing to enter into an agreement with Licensee whereby Licensee will obtain the right to use iSpring SDK for the provision of PowerPoint-to-Flash conversion facilities
NOW, THEREFORE, the parties agree as follows:
In accordance with the terms herein, Licensor grants to Licensee, and Licensee accepts from Licensor, a non-exclusive, non-transferable and non-assignable, limited license to use the current version of Licensor's Licensed Software without modifications.
The parties can sign an additional addendum to this Agreement that, upon being signed by both parties, shall be governed by this Agreement's terms (an "Addendum"). Each custom or additional term which is not specified in this Agreement shall be described in an Addendum. In the event of any conflict between this Agreement's terms and any of terms as documented by such an Addendum, the Addendum's terms shall prevail.
The Licensed Software is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The Licensed Software is licensed, not sold.
The following expressions shall apply in the Agreement (save where the context otherwise requires):
2.1. "Licensed Software" means iSpring SDK Software, which includes Software programs, components, related documentation, and user manuals. The Licensed Software may include associated media, printed materials and other benefits provided by Licensor under this agreement.
2.2. "Licensee" means the business or other entity for which the Licensed Software is obtained.
2.3. "Run" means the ability to install, use, access, configure, run, or otherwise interact with the Licensed Software.
2.4. "Update" means a set of binary modules that Licensor implements to correct errors and which may include modifications to improve performance of the Licensed Software. Update may incidentally improve functionality of the Licensed Software.
2.5. "Upgrade" means a new version or release of the Licensed Software which improves its functionality, or adds new functional capabilities to the Licensed Software.
2.6. "User"means an individual authorized by Licensee to use the Licensed Software for conversion PowerPoint presentations into Flash format.
2.7 "Developer" means an individual authorized by Licensee to use the Licensed Software for design, development, testing, configuring of the custom solution on the basis of iSpring SDK, tuning it for custom needs and maintaining it functioning.
2.8. "Written notice" means notice by mail, e-mail or fax communicated between Licensor and Licensee.
3. GRANT OF LICENSE
3.1. General. Licensor grants Licensee a limited, non-exclusive, non-transferable, non-renewable license to install, use, access, display, run, or otherwise interact with ("RUN") the Software Product.
Licensee has the right to install and run 1 copy of Licensed Software on 1 server. Each Developer or User accessing Licensed Software must be properly licensed. The licensed copy of Licensed Software can be used by the number of Developer(s) and User(s) is specified in the Addendum. In order to extend number of Licensed Software developers or users Licensee must obtain additional Developer or User licenses.
3.2. Evaluation. Licensee may Run the Licensed Software for internal evaluation purposes during 30-day limited trial period. Evaluation does not imply any production use or development of custom solution.
3.3. Copies. Licensee may keep the original media on which the Licensed Software was provided by Licensor for backup or archival purposes. Except as expressly provided in the Agreement, Licensee may not otherwise make copies of the Licensed Software or the printed materials accompanying the Licensed Software. In order to protect Licensor' copyrights in the Licensed Software, Licensee agrees to reproduce and incorporate Licensor' copyright notice in any copy, derivative work or partial copy.
3.4. Reservation of Rights. All rights not expressly granted are reserved by Licensor.
The rights granted in the Agreement are subject to the following limitations:
4.1. Not for Resale Software. Licensee must not resell, or otherwise transfer for value, the Licensed Software under any circumstances.
4.2. Modifications to the Licensed Software. Licensee must not make modifications to the Licensed Software, or decompile, disassemble, reverse engineer or modify the Licensed Software or any portion of it.
4.3. Separation of Components. The Licensed Software is licensed as a single product. Its component parts must not be separated for use on more than one server.
4.4. Trademarks. This Agreement does not grant Licensee any rights in connection with any trademarks or service marks of Licensor.
5. SOFTWARE IDENTIFICATON
5.1. General. The rights granted under the Agreement are non-exclusive. Customers of Licensor may acquire the Licensed Software service through other distribution channels, including directly from Licensor, at any time without notice of the Licensee.
6. TECHNICAL SUPPORT AND OTHER SERVICES
6.1. Free Technical Support. The following will apply so long as they remain the standard support services terms of Licensor and so long as Licensee is in full compliance with this Agreement. Licensor shall use reasonable efforts to provide the following services for the Licensee as defined below:
a) Enable technical support for the Licensed Software provided according to iSpring Technical Support Terms and Conditions. The iSpring official web site provides additional information related to the iSpring Technical Support.
b) Provide product Updates that Licensor, at its discretion, makes generally commercially available without additional charge.
6.2. Premium Technical Support and Other Services. Licensor may provide Licensee with consulting services, the Licensed Software technical support and maintenance through separate agreements.
7. TITLE TO LICENSED SOFTWARE
The Licensed Software and all copies thereof are proprietary to Licensor and title thereto remains with Licensor. All applicable rights to patents, copyrights, trademarks and trade secrets in the Licensed Software or any modifications or derivative works belong to and shall remain in Licensor. Licensee shall not sell, transfer, publish, or otherwise make available the Licensed Software or copies thereof to others. Licensee agrees to secure and protect each module, the Licensed Software product, documentation and copies thereof in a manner consistent with the maintenance of Licensor' rights therein and to take appropriate action by instruction or agreement with its employees or consultants who are permitted access to each program or the Licensed Software product to satisfy its obligations hereunder. All copies made by the Licensee of the Licensed Software and other programs developed hereunder, including translations, compilations, partial copies with modifications and updated works, are the property of Licensor. The Licensed Software documentation is provided in electronic form. Licensee may print one copy of such electronic documentation. Violation of any provision of this paragraph shall be the basis for immediate termination of this Agreement.
8.1. Confidential Information which includes all trade secrets, know-how, software and other financial, business or technical information of Licensor or any of its suppliers that is disclosed by or for Licensor in relation to this Agreement, but not including any information Licensee can demonstrate is
a) rightfully furnished to it without restriction by a third party without breach of any obligation to the Licensor,
b) generally available to the public without breach of this Agreement or
c)independently developed by it without reliance on such information.
All Licensed Software and Documentation is Confidential Information.
8.2. Confidentiality. Except for the specific rights granted by this Agreement, Licensee shall not possess, use or disclose any Confidential Information without Licensor's prior written consent, and shall use reasonable care to protect the Confidential Information. Licensee shall be responsible for any breach of confidentiality by its employees.
a) Licensor warrants that the Licensed Software will conform, as to all substantial operational features, to Licensor' current published specifications when installed and will be free of defects which substantially affect system performance.
b) The Licensee must notify Licensor in writing, within thirty (30) days of delivery of the Licensed Software to the Licensee (not including delivery of any subsequent modifications to the Licensed Software), of its claim of any such defect. If the Licensed Software is found defective by Licensor, Licensor' sole obligation under this warranty is to use reasonable commercial efforts to attempt to correct or work around errors, replace defective media or replace the Licensed Software with functionally equivalent the Licensed Software.
c) Licensor shall take industry-standard efforts to ensure that the Licensed Software delivered to the Licensee is free of viruses, spyware, or other malicious software ("Malware").
d) THE ABOVE IS A LIMITED WARRANTY AND IT IS THE ONLY WARRANTY MADE BY LICENSOR. LICENSOR MAKES AND LICENSEE RECEIVES NO WARRANTY, EXPRESS OR IMPLIED, AND THERE ARE EXPRESSLY EXCLUDED ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. LICENSOR SHALL HAVE NO LIABILITY WITH RESPECT TO ITS OBLIGATIONS UNDER THIS AGREEMENT FOR CONSEQUENTIAL, EXEMPLARY, OR INCIDENTAL DAMAGES EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE STATED EXPRESS WARRANTY IS IN LIEU OF ALL LIABILITIES OR OBLIGATIONS OF LICENSOR FOR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE DELIVERY, USE, OR PERFORMANCE OF THE LICENSED SOFTWARE SYSTEMS.
e) If any modifications are made to the Licensed Software by Licensee during the warranty period, this warranty shall immediately be terminated. Correction for difficulties or defects traceable to Licensee's errors or systems changes shall be billed at Licensor' standard time and material charges.
f) Licensee agrees that Licensor' liability arising out of contract, negligence, strict liability in tort or warranty shall not exceed any amounts payable by Licensee for the Licensed Software identified above.
g) All the warranty terms are effective until the Agreement has been terminated.
Licensor, at its own expense, will defend any action brought against Licensee to the extent that it is based on a claim that any Licensed Software system used within the scope of this License Agreement infringes any patents, copyrights, license or other property right, provided that Licensor is immediately notified in writing of such claim. Licensor shall have the right to control the defense of all such claims, lawsuits and other proceedings. Licensor shall notify Licensee of any infringement allegations that affect the Licensed Software. In no event shall Licensee settle any such claim, lawsuit or proceeding without Licensor' prior written approval.
11. TERM AND TERMINATION
Licensed Software is licensed annually or permanently.
a) Annual License grants Licensee the right to use the Licensed Software for one year. At the end of this term Licensee must to renew their License or stop using the Licensed Software.
b) Perpetual License grants Licensee the right to continue to use the Licensed Software for as long as Licensee continues to comply with the terms of the Agreement.
11.2. Changes and Additions. In the event that Licensor desires to make changes or additions to this Agreement, Licensor shall so notify Licensee and the parties shall amend or supplement the relevant Addendum by mutual written agreement.
11.3. Termination. Licensee may terminate this Agreement at any time for its convenience upon written notice to Licensor.
11.4. Early Termination. Licensor shall have the right to terminate this agreement and license granted herein:
a) Upon thirty (30) days' written notice in the event that Licensee, its officers or employees violates any provision of the Agreement including, but not limited to, confidentiality and payment.
b) In the event of termination by reason of the Licensee's failure to comply with any part of this agreement, or upon any act which shall give rise to Licensor' right to terminate, Licensor shall have the right, at any time, to terminate the license and take immediate possession of the Licensed Software and documentation and all copies wherever located. Within five (5) days after termination of the license, Licensee will return to Licensor the Licensed Software in the form provided by Licensor or as modified by the Licensee, or upon request by Licensor to destroy the Licensed Software and all copies, and certify in writing that they have been destroyed. Termination under this paragraph shall not relieve Licensee of its obligations regarding confidentiality of the Licensed Software.
c) Without limiting any of the above provisions, in the event of termination as a result of the Licensee's failure to comply with any of its obligations under this Agreement, the Licensee shall continue to be obligated for any payments due. Termination of the license shall be in addition to and not in lieu of any equitable remedies available to Licensor.
Licensee may terminate this agreement giving Licensor thirty (30) days' written notice. By the time of termination Licensee must pay Licensor any amounts due under the Agreement and immediately stop using all rights granted by the Agreement.
a) Each Party acknowledges that it has read this Agreement, it understands it, and agrees to be bound by its terms, and further agrees that this is the complete and exclusive statement of the Agreement between the Parties, which supersedes and merges all prior proposals, understandings and all other agreements, oral and written, between the Parties relating to this Agreement. This Agreement may not be modified or altered except by written instrument duly executed by both Parties.
b) This Agreement and performance hereunder shall be governed by the laws of Russian Federation.
c) No action, regardless of form, arising out of this Agreement may be brought by Licensee more than two years after the cause of action has arisen.
d) If any provision of this Agreement is invalid under any applicable statute or rule of law, it is to that extent, deemed to be omitted.
e) Except for a situation when the Licensee is purchased in its entirety by a third party, the Licensee may not assign, transfer or sub-license the Agreement or Licensee's rights or obligations under it, or subcontract a significant part of Licensee's rights or obligations to a third party, whether by contract or by operation of law, without our prior written consent, which will not be unreasonably withheld. Any prohibited assignment is void.
f) If a court holds any provision of the Agreement to be illegal, invalid or unenforceable, the remaining provisions will remain in full force and effect and the Parties will amend the Agreement to give effect to the stricken section to the maximum extent possible.
g) The prevailing Party in any action related to this Agreement shall have the right to recover its reasonable expenses including attorney's fees.
h) The waiver or failure of Licensor to exercise, in any respect, any right provided for herein shall not be deemed a waiver of any further right hereunder. No waiver will be effective unless made in writing and signed by an authorized representative of the waiving Party.