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Chilkat Software License | |||
PLEASE READ THIS AGREEMENT BEFORE OPENING THIS SOFTWARE | |||
PACKAGE. IF YOU OPEN THIS PACKAGE OR KEEP IT FOR MORE THAN | |||
THIRTY (30) DAYS, YOU ACCEPT ALL THE TERMS AND CONDITIONS OF | |||
THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS AND | |||
CONDITIONS, DO NOT OPEN THIS SOFTWARE PACKAGE. YOU MAY ONLY | |||
UNLOCK AND/OR USE THE SOFTWARE FOR WHICH YOU HAVE A PAID-UP | |||
LICENSE OR FOR WHICH YOU HAVE LEGALLY RECEIVED AN UNLOCK | |||
KEY. | |||
(1) DEFINITION OF TERMS | |||
"Documentation": any explanatory written or on-line | |||
material including, but not limited to, user guides, | |||
reference manuals and HTML files. | |||
"Licensee": shall refer to the individual licensee, whether | |||
as an individual programmer, company, or other organization. | |||
"Software": All material in this distribution including, but | |||
not limited to, one or more of the following: source code, | |||
object code, byte code, dynamic-link libraries, shared | |||
libraries, static libraries, header files, executables, | |||
scripts, sample programs, utility programs, makefiles and | |||
Documentation. | |||
"Licensed Software": the Software for which Licensee has | |||
paid the applicable license fee and received an authorized | |||
unlock key. | |||
"Software Application Programming Interface ("API")": the | |||
set of access methods, whether provided by Chilkat Software, | |||
third parties, or developed by Licensee, through which the | |||
programmatic services provided by the Licensed Software are | |||
made available. | |||
"Application" or "Your Application" means a software application | |||
that You develop which incorporates all or parts of the | |||
Licensed Software. | |||
The Licensed Software contains certain runtime libraries and | |||
files intended for duplication and distribution by Licensee | |||
within End User Software Products to the user(s) of the End | |||
User Software Product(s) (the "Redistributable Components"). | |||
The Redistributable Components are those files specifically | |||
designated as being distributable as part of the Licensed | |||
Software. | |||
SPECIAL LIMITED TERM EVALUATION LICENSE | |||
If Licensee has downloaded a copy of the Software | |||
for evaluation purposes, Chilkat Software, Inc. ("Chilkat") | |||
grants to Licensee, subject to the terms of this | |||
License Agreement (excluding Section 3, under which Licensee | |||
has no rights) a non-exclusive, non- transferable, non- | |||
concurrent limited internal use license for evaluation | |||
purposes only. This license is for a period of thirty (30) | |||
days, commencing from Licensee's initial downloading | |||
date, to evaluate the Software. If the Software is | |||
acceptable, Licensee agrees to promptly notify his Chilkat | |||
Sales Representative. Otherwise, Licensee shall immediately | |||
cease any further use of the Software. | |||
(2) GENERAL | |||
The Software is owned by Chilkat Software, Inc. ("Chilkat") | |||
and is protected by U.S. copyright laws and other laws and | |||
by international treaties. It is intended for use by a | |||
software programmer who has experience using development | |||
tools and class libraries. | |||
(3) DEVELOPER LICENSE GRANTS | |||
The specific license level selected by you at the time of purchase | |||
or most recent upgrade determines whether the license applies to | |||
(a) a single named developer, (b) a small group of up to 4 developers, | |||
or (c) a team of up to 8 developers. | |||
Subject to the terms and conditions of this Agreement, Chilkat grants to | |||
Licensee the perpetual, non-exclusive, non-transferable, royalty-free | |||
license to integrate the Licensed Software into Your Applications and to distribute | |||
such Licensed Software in connection with said Applications, provided that | |||
(a) said Applications do not in any way compete with the Licensed Software, | |||
or provide substantially the same functionality as the Licensed Software, | |||
or expose the functionality of the Licensed Software through a programmable interface; | |||
(b) each of Your Applications developed using | |||
Licensed Software is designed for end users, rather than for developers who would | |||
be able to build other software that would compete with the Licensed Software, | |||
and (c) You do not permit further distribution of the Licensed Software | |||
by Your end users. | |||
For each License Key provided to You by Chilkat, depending on the specific license | |||
level selected by you at the time of purchase or most recent upgrade, You are granted | |||
a nonexclusive License to make the Licensed Software and/or the License Key(s) available | |||
to the specified number of Your named developers. Should the number of named developers | |||
with access to the Licensed Software and/or the License Key(s) ever exceed the number | |||
indicated at the time of original purchase or most recent upgrade, You agree to inform Chilkat | |||
of such change and to upgrade Your License accordingly by paying an upgrade fee to Chilkat | |||
in a timely manner. | |||
A "1 Developer License" which may also be referred to as "Single Developer License" means that only | |||
one named individual developer employed by You may be given access to the Licensed Software and/or | |||
the License Key(s) for the sole purpose of developing and maintaining Your Applications. For as long | |||
as this specific individual developer is employed or engaged by You in any capacity whatsoever whereby | |||
he or she may access the Licensed Software and/or the License Key(s), no other developer may be given | |||
access to the Licensed Software and/or the License Key(s). Should said individual developer leave | |||
Your employ and cease any professional association with You, or otherwise relinquish any and all access | |||
the Licensed Software and/or the License Key(s), a new named individual developer may then take his | |||
or her place and be given access to the Licensed Software and/or the License Key(s). | |||
A "Team License" or "Small Group License" is equivalent to a specified number of single developer licenses. | |||
For example a "4 Developers Small Group License" is equivalent to 4 single developer licenses. | |||
The number of developers in a team identifies the maximum number of the named individual developers | |||
employed by You who may be given access to the Licensed Software and/or the License Key(s) for the | |||
sole purpose of developing and maintaining Your Applications. For as long as the allowed maximum | |||
number of named individual developers are employed or engaged by You in any capacity whatsoever | |||
whereby these named individual developers may access the Licensed Software and/or the License Key(s), | |||
no other developer may be given access to the Licensed Software and/or the License Key(s). | |||
Should any single named individual developer leave Your employ and cease any professional | |||
association with You, or otherwise relinquish any and all access the Licensed Software and/or the | |||
License Key(s), a new named individual developer may then take his or her place and be given | |||
access to the Licensed Software and/or the License Key(s), whereby the total number of | |||
said named developers would not exceed the licensed team size. | |||
Licensee has no rights to use the Licensed Software beyond those specifically granted | |||
in this section. | |||
(4) LICENSE RESTRICTIONS | |||
EXPORT CONTROLS: If the Software is for use outside the | |||
United States of America, Licensee agrees to comply with all | |||
relevant regulations of the United States Department of | |||
Commerce and with the United States Export Administration | |||
Act to insure that the Software is not exported in violation | |||
of United States law. | |||
Notwithstanding any provisions in this Agreement to the | |||
contrary, Licensee may not distribute any portion of the | |||
Software other than the Redistributable Components. | |||
In addition, Licensee may not decompile, disassemble, or | |||
reverse engineer any object code form of any portion of the | |||
Software. | |||
(5) TITLE | |||
Licensee acknowledges and agrees that all right, title and | |||
interest in and to the Software, including all intellectual | |||
property rights therein, are the property of Chilkat, | |||
subject only to the licenses granted to Licensee under this | |||
Agreement. This Agreement is not a sale and does not | |||
transfer to the Licensee any title or ownership in or to the | |||
Software or any patent, copyright, trade secret, trade name, | |||
trademark or other proprietary or intellectual property | |||
rights related thereto. | |||
(6) NON-TRANSFERABILITY | |||
Except for Licensee's rights to distribute the | |||
Redistributable Components, Licensee may not rent, transfer, | |||
assign, sublicense or grant any rights in the Software, in | |||
full or in part, to any other person or entity without | |||
Chilkat's written consent, except that this agreement may be | |||
assigned to a successor of Licensee in the case that all or | |||
substantially all of the assets or equity of Licensee are | |||
acquired by the successor. | |||
(7) LIMITED WARRANTIES | |||
Chilkat warrants to Licensee that the Licensed Software will | |||
substantially perform the functions described in the | |||
Documentation for a period of thirty (30) days after the | |||
date of delivery of the Licensed Software to Licensee. | |||
Chilkat's sole and exclusive obligation, and Licensee's sole | |||
and exclusive remedy, under this warranty is limited to | |||
Chilkat's using reasonable efforts to correct material, | |||
documented, reproducible defects in the Licensed Software | |||
that Licensee describes and documents to Chilkat during the | |||
thirty (30) day warranty period. In the event that Chilkat | |||
fails to correct a material, documented, reproducible defect | |||
during this period, Chilkat may, at Chilkat's discretion, | |||
replace the defective Licensed Software or refund to | |||
Licensee the amount that Licensee paid Chilkat for the | |||
defective Licensed Software and cancel this Agreement and | |||
the licenses granted herein. In such event, Licensee agrees | |||
to return to Chilkat all copies of the Licensed Software | |||
(including the original). | |||
EXCEPT AS EXPRESSLY SET FORTH ABOVE, CHILKAT EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, | |||
EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE, NON-INFRINGEMENT, | |||
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, RESULTS, OR OTHERWISE | |||
(8) LIMITATION OF LIABILITY | |||
IN NO EVENT SHALL CHILKAT BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, SPECIAL, | |||
INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS, REVENUES, | |||
DATA OR OTHER ECONOMIC ADVANTAGE) WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, | |||
EVEN IF CHILKAT WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING THE FOREGOING, | |||
THE TOTAL AMOUNT OF CHILKAT'S LIABILITY TO LICENSEE SHALL BE LIMITED TO THE AMOUNT USER PAID | |||
FOR THE USE OF THE SOFTWARE, IF ANY. | |||
(9) TERMINATION | |||
Chilkat reserves the right, at its sole discretion, to | |||
terminate this Agreement upon written notice if Licensee has | |||
breached the terms and conditions hereof. Licensee may | |||
terminate this Agreement at any time by ceasing to use the | |||
Licensed Software and by destroying all copies of the | |||
Licensed Software (including the original). Sections 4, 5, | |||
6, 7, 8, 9 and 10 survive any termination of this Agreement | |||
and apply fully to any termination. Unless terminated as | |||
provided herein by either party, this Agreement shall remain | |||
in effect. Termination will not affect end user licenses of | |||
the End User Software Product which contain the | |||
Redistributable Components which were distributed by | |||
Licensee prior to termination. | |||
(10) MISCELLANEOUS | |||
Applicable Law and Jurisdiction. This Agreement will be | |||
governed by and construed in accordance with the laws of the | |||
State of Illinois without regard to conflict of laws | |||
principles and without regard to the 1980 U.N. Convention on | |||
Contracts for the International Sale of Goods. The federal | |||
and state courts of Illinois shall have exclusive | |||
jurisdiction and venue to adjudicate any dispute arising out | |||
of this Agreement, and Licensee expressly consents to (i) | |||
the personal jurisdiction of the state and federal courts of | |||
Illinois, and (ii) service of process being effected upon | |||
Licensee by registered mail. | |||
Limitation of Actions. No action, regardless of form, may be | |||
brought by either party more than twelve (12) months after | |||
the cause of action has arisen. No such claim may be brought unless | |||
Chilkat has first been given commercially reasonable notice, | |||
a full written explanation of all pertinent details | |||
(including copies of all materials), and a good faith | |||
opportunity to resolve the matter. | |||
Invalidity and Waiver. Should any provision of this | |||
Agreement be held by a court of law to be illegal, invalid, | |||
or unenforceable, the legality, validity, and enforceability | |||
of the remaining provisions of this Agreement will not be | |||
affected or impaired thereby. The failure of any party to | |||
enforce any of the terms or conditions of this Agreement, | |||
unless waived in writing, will not constitute a waiver of | |||
that party's right to enforce each and every term and | |||
condition of this Agreement. | |||
U.S. Government Restricted Rights. The Licensed Software is | |||
provided with Restricted Rights. Use, duplication, or | |||
disclosure by the Government is subject to restrictions as | |||
set forth in subparagraph (c) (1) (ii) of The Rights in | |||
Technical Data and Computer Software clause at DFARS | |||
252.227-7013 or subparagraphs (c) (1) and (2) of the | |||
Commercial Computer Software Restricted Rights at 48 CFR | |||
52.227- 19, as applicable. Manufacturer is Chilkat Software, | |||
Inc., 1719 E Forest Ave, Wheaton, Illinois 60187 USA. | |||
LICENSEE ACKNOWLEDGES THAT HE HAS READ THIS AGREEMENT, | |||
UNDERSTANDS IT AND AGREES TO BE BOUND BY ITS TERMS AND | |||
CONDITIONS. LICENSEE FURTHER AGREES THAT IT IS THE COMPLETE | |||
AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN LICENSEE | |||
AND CHILKAT WHICH SUPERSEDES ANY PROPOSAL OR PRIOR OR | |||
CONTEMPORANEOUS AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER | |||
COMMUNICATIONS RELATING TO THE SUBJECT MATTER OF THIS | |||
AGREEMENT | |||
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