CODEJOCK SOFTWARE® XTREME SUITEPRO ACTIVEX™ EVALUATION
END USER LICENSE
AGREEMENT TERMS AND CONDITIONS
IMPORTANT – READ CAREFULLY
THIS
SOFTWARE END USER LICENSE AGREEMENT (“EULA”) IS A LEGAL AGREEMENT BETWEEN YOU
(EITHER AN INDIVIDUAL OR AN ENTITY) AND CODEJOCK SOFTWARE®. READ IT CAREFULLY
BEFORE INSTALLING, COPYING, OR OTHERWISE USING THE SOFTWARE. IT PROVIDES A
LICENSE TO USE THE SOFTWARE AND CONTAINS WARRANTY INFORMATION AND LIABILITY
DISCLAIMERS. BY INSTALLING, COPYING, OR OTHERWISE USING THE SOFTWARE, YOU ARE
CONFIRMING YOUR ACCEPTANCE OF THE SOFTWARE AND AGREEING TO BE BOUND BY THE TERMS
OF THIS AGREEMENT. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, THEN DO NOT
INSTALL OR USE THE SOFTWARE.
ARTICLE 1 - DEFINITIONS
1.1
“Documentation” means all user guides, reference manuals, other
documentation accompanying Software (as defined below), and all other
documentation otherwise made available by Codejock Software®.
1.2
“Licensee” means the purchaser of the license rights granted by this EULA
(also referred to as “You”)
1.3 “Licensed Product” means the
Software (as defined below) and Documentation and any copies or
modifications.
1.4 “Licensor” means Codejock Software®.
1.5
“Software” means Xtreme SuitePro ActiveX™ and its components, in Source
Code or Object Code form for which Licensee has paid the applicable license
fees.
1.6 “Source Code” means the version of software as it is
originally written (i.e., typed into a computer) by a human in plain text (i.e.,
human readable alphanumeric characters) that contain programming statements and
instructions that are not directly executable by the computer.
1.7
“Product Source Code” means Source Code that is used to develop and
create the Software for the Licensed Product as defined above.
1.8
“Sample Source Code” means Source Code that is used to demonstrate the
use of the Software for Licensed Product as defined above.
1.9 “Object
Code” means Source Code that has been compiled (i.e., translated by a
computer) into machine language by a compiler and consists of a sequence of
instructions (in the form of zeros and ones) that the processor can understand.
(e.g. a Dynamic Link Library (“DLL”), Statically Linked Library (“LIB”), Active
-X COM Component (“OCX”) or Executable (“EXE”) file)
1.10 “Statically
Linked Libraries” means binary Object Code that can be merged with other
objects such as Dynamic Link Libraries or Executables to form a single object
file.
1.11 “You” means the purchaser of the license rights granted
by this EULA (also referred to as “Licensee”)
ARTICLE 2 –
LICENSE
2.1 License Grant. In accordance with the terms and
conditions of this EULA, Licensor grants Licensee a non-exclusive,
nontransferable license to use the Software and Documentation internally for
beta testing and evaluation purposes only. All rights to and in the Licensed
Product, including, but not limited to, copyrights and trade secret rights,
belong to Licensor and Licensor holds title to each copy of the Software. The
Software shall only be used by a single developer at one time. Licensee shall
not transfer or distribute the Licensed Product to others (except as specified
in section 2.2 below), and this Agreement shall automatically terminate in the
event of such a transfer or distribution. The 2007 Microsoft Office User
Interface is subject to protection under U.S. and international intellectual
property laws and is used by Codejock Software under license from
Microsoft.
2.2 Permitted Uses. Subject to the terms and conditions
of this EULA, Licensee may do the following: (a) Copy the Software to either:
(i) Make one backup copy of the Software solely for backup purposes as long as
all copyright and other notices are reproduced and included on the backup copy;
or (ii) Transfer the Software to a hard disk as long as all copyright and other
notices are reproduced and included on hard disk copy and keep the original copy
solely for backup purposes. (b) Incorporate the Software into software
application products that you develop for a period of thirty (30) days from the
date you receive the Software for beta testing and evaluation purposes only; (c)
Make and distribute copies of the Object Code of the Software internally for
beta testing and evaluation purposes only, as incorporated into software
application products that you develop provided that the Software, or other
Codejock Software® products, do not constitute a major portion of the value of
your product; (e) Solely with the respect to electronic help documentation, you
may make an unlimited number of copies (either in hardcopy or electronic form),
provided that such copies shall be used only for internal purposes and are not
republished or distributed beyond the licensee’s premises, and such copies are
destroyed upon termination of the EULA; (f) Use and modify the Sample Source
Code, provided you do not distribute the Sample Source Code, or any modified
version of the Sample Source Code, in Source Code form.
2.3 Prohibited
Uses. Notwithstanding anything in this EULA to the contrary, Licensee may
not do the following: (a) Distribute in any manner the Product or Sample Source
Code or independent Statically Linked Libraries of the Software; (b) Use, copy,
modify, merge or compile all or any portion of the Source Code or Object Code of
the Software except as expressly provided in this agreement; (c) Make
telecommunication transmittal of the Product Source Code, Sample Source Code or
Statically Linked Libraries; (d) Distribute any portion of the Software or any
derivative of any portion of the Software in a software development product or
otherwise in competition with Codejock Software’s distribution of the Software;
(e) Decompile, disassemble or reverse engineer any Object Code from of any
portion of the Software; (f) Expose the interfaces of the Software through your
application. (e.g. an OCX, DLL, class library, etc.); (g) Re-distribute ActiveX
COM (OCX) Object Code with any license files (.lic) that would cause the
interface of the OCX to be exposed. (h) Rent or lease the Software; (i) Disclose
any Source Codes of the Software to any person or entity who is not a Licensee
of the Software; (j) Use Licensed Product with any product that is distributed
as Open Source or is distributed under the terms of GNU General Public License
(GPL) or where the Source Code of the application is freely
distributed.
ARTICLE 3 – TERMINATION
3.1 Term. This
EULA shall remain in effect for a period of thirty (30) days from the date you
receive the Software. At the end of the Term the Licensee must discontinue use
of the Software and destroy all copies of the Licensed Product.
3.2
Termination by Licensee. Licensee may terminate this EULA at anytime and
must destroy all copies of the Licensed Product within 30 days from the date the
Software was received.
3.3 Termination by Licensor. Licensor may
terminate this EULA if Licensee breaches any of the terms and conditions of this
EULA. Upon termination of this EULA Licensee shall destroy all copies of the
Licensed Product to Licensor within 30 days after Licensee receives notice from
Licensor that Licensee is terminating this EULA.
3.4 Survival of
Rights After Termination. All provisions of this Agreement relating to
disclaimers of warranties, limitation of liability, remedies, or damages, and
Licensor’s proprietary rights shall survive termination.
ARTICLE 4 -
LIMITED WARRANTY, DISCLAIMER, AND LIMITATION OF LIABILITY
4.1
Limited Warranty. This Software is intended for commercial,
institutional, and industrial users. Licensor does not warrant that the
functions contained in the Licensed Product will meet Licensee’s requirements or
that the operation of the Software will be uninterrupted or error-free. Licensor
does warrant that the media on which the Software is furnished will be free from
defects in materials and workmanship under normal use for a period of thirty
(30) days from the date of delivery (Warranty Period). Any other software and
any hardware furnished with or accompanying the Software is not warranted by
Licensor. Licensor is not responsible for problems caused by changes in the
operating characteristics of computer hardware or computer operating systems
which are made after the release of the software or for problems in the
interaction of the Software with non-Licensor software. Licensee’s exclusive
remedy under this limited warranty is the replacement of any defective physical
media on which the Software is furnished, as provided below. To receive a
replacement for defective media under this limited warranty, return the
defective media to Supplier during the Warranty Period, with proof of payment.
NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY LICENSOR, ITS EMPLOYEES,
DISTRIBUTORS, DEALERS, OR AGENTS SHALL INCREASE THE SCOPE OF THE ABOVE
WARRANTIES OR CREATE ANY NEW WARRANTIES.
4.2 Disclaimer. EXCEPT AS
PROVIDED ABOVE, THE LICENSED PRODUCT IS PROVIDED AS IS WITHOUT WARRANTY OF ANY
KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TITLE AND
NON-INFRINGEMENT, AND THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE
LICENSED PRODUCT IS WITH LICENSEE.
ARTICLE 5 - LIMITATION OF
LIABILITY
5.1 Limitation of Liability. LICENSOR’S SOLE
OBLIGATION OR LIABILITY UNDER THIS AGREEMENT IS THE REPLACEMENT OF DEFECTIVE
MEDIA ACCORDING TO THE LIMITED WARRANTY ABOVE. IN NO EVENT WILL LICENSOR OR
ANYONE ELSE WHO HAS BEEN INVOLVED IN THE CREATION, PRODUCTION, OR DELIVERY OF
THE LICENSED PRODUCT BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL OR INDIRECT
DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY LOSS OF DATA, OR LOSS OF PROFITS OR
LOST SAVINGS, ARISING OUT OF USE OF OR INABILITY TO USE THE LICENSED PRODUCT (OR
ANY HARDWARE FURNISHED WITH THE LICENSED PRODUCT), EVEN IF LICENSOR HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY THIRD PARTY.
IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY DAMAGES.
ARTICLE 6 -
GENERAL
6.1 U.S. Import and Export Laws. Any Licensed Product
provided to Licensee by Licensor shall not be exported or re-exported in
violation of any export provisions of the United States or any other applicable
jurisdiction in which the Licensed Product was obtained.
6.2
Restriction on Transfer. Any attempt to sublicense, assign or transfer
any of the rights, duties or obligations hereunder is void.
6.3 U.S.
Government as Licensee. The Licensed Product is a “commercial item,” as that
term is defined at 48 C.F.R. 2.101, developed exclusively at private expense,
consisting of “commercial computer software” and “commercial computer software
documentation” as those terms are defined in 48 C.F.R. 12.212. Consistent with
48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7204-4, all U.S.
Government end users acquire the Licensed Product with only those rights as are
granted to all other end users set forth in this EULA.
6.4 Proper
Notices. All notices and other communications required or permitted under
this EULA shall be deemed to have been given if mailed, postage paid,
transmitted by facsimile, personally delivered or delivered by a commercial
delivery service, to the address of the Licensee listed on file with the
Licensor.
6.5 Governing Law. This EULA shall be governed by and
interpreted under the laws of the State of Michigan, United States of America,
without regard to conflicts of provisions.
6.6 Joint Venture.
Nothing contained in this EULA shall be construed so as to make the parties
partners or joint ventures.
6.7 Waiver. The failure of either
party to this EULA to insist upon the performance of any of the term or
conditions of this EULA will not be construed as thereafter waiving any such
terms or conditions but the same will continue and remain in full force and
effect as if no such forbearance or waiver had occurred.
6.8
Integration. LICENSEE FURTHER AGREES THAT THIS AGREEMENT IS THE COMPLETE
AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN LICENSEE AND LICENSOR, AND
SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER
COMMUNICATIONS RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT.
6.9
Severability. If any provision of this EULA becomes or is declared by a
court of competent jurisdiction to be unenforceable, this EULA shall continue in
full force and effect without the provision.
6.10 Headings. All
article, section, and paragraph headings contained in this EULA are for
reference and in no way define, limit or extend the EULA or the intent of any of
its provisions.
Codejock Software is a division of Codejock
Technologies, LLC P.O. Box 726 Owosso, Michigan 48867