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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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