END-USER LICENSE AGREEMENT
IMPORTANT: This End-User License Agreement ("EULA") is a legal agreement between you, either as an individual or a single entity ("Customer"), and AgenSoft Inc. ("AGENSOFT") for all AGENSOFT products which may include executable programs, redistributable modules, controls, dynamic link libraries, source code, demos, intermediate files, media, printed materials, and "online" or electronic documentation ("SOFTWARE PRODUCT(S)" or "SOFTWARE").
AGENSOFT grants to you as an individual, a personal, nonexclusive license to install and use the SOFTWARE PRODUCT(S) for the sole purposes of designing, developing, testing, and deploying application programs which you create. By installing, copying, or otherwise using the SOFTWARE PRODUCT(S), you agree to be bound by the terms of this EULA. If you do not agree to any part of the terms of this EULA, DO NOT INSTALL, USE, EVALUATE, OR REPLICATE IN ANY MANNER, ANY PART, FILE OR PORTION OF THE SOFTWARE PRODUCT(S).
All SOFTWARE PRODUCT(S) are licensed, not sold. If you are an individual, you must acquire an individual license for the SOFTWARE PRODUCT(S) from AGENSOFT or its authorized resellers. If you are an entity, you must acquire and assign an individual license for each Customer within your organization using and/or developing with the SOFTWARE PRODUCT(S) or acquire the appropriate license type (if applicable) from AGENSOFT or its authorized resellers.
If the SOFTWARE PRODUCT(S) you have obtained is marked as a "TRIAL" or "EVALUATION," you may install one copy of the SOFTWARE PRODUCT(S) for testing purposes for a period of 30 calendar days from the date of installation ("Evaluation Period"). You may not attempt to bypass or disable any of these limitations. These restrictions may only be removed by purchasing a license to use the SOFTWARE PRODUCT(S) from AGENSOFT. Upon expiration of the Evaluation Period, the SOFTWARE PRODUCT(S) must be uninstalled and all copies destroyed.
RIGOROUS ENFORCEMENT OF INTELLECTUAL PROPERTY RIGHTS. If the licensed right of use for this SOFTWARE PRODUCT(S) is purchased by you with any intent to reverse engineer, decompile, create derivative works, and the exploitation or unauthorized transfer of, any AGENSOFT intellectual property and trade secrets, to include any exposed methods or source code where provided, no licensed right of use shall exist, and any PRODUCT(s) created as a result shall be judged illegal by definition of all applicable law. Any sale or resale of intellectual property or created derivatives so obtained will be prosecuted to the fullest extent of all local, federal and international law.
1. LICENSE GRANT
AGENSOFT grants you a license to use the version of this SOFTWARE PRODUCT(S) according to the license type you have purchased. You may not modify the SOFTWARE PRODUCT(S) or disable any licensing or control features of the SOFTWARE PRODUCT(S) except as an intended part of the SOFTWARE PRODUCT(S)'s programming features. This license is not transferable to any other company, entity, or individual. You may not publish any registration information (serial numbers, registration keys, etc.) or pass it to any other company, entity, or individual.
Permission to distribute the SOFTWARE is not transferable, assignable, saleable, or franchisable. Each entity wishing to distribute the package must independently satisfy the terms of the distribution license.
Except for the licenses granted by this agreement, all right, title, and interest in and to the SOFTWARE PRODUCT(S) (including, but not limited to, all copyrights in any executable programs, modules, controls, libraries, electronic documentation, text and example programs), any printed materials and copies of the SOFTWARE PRODUCT(S) are owned by AGENSOFT. The SOFTWARE PRODUCT(S) is protected by copyright laws and international treaty provisions. Therefore you must treat the SOFTWARE PRODUCT(S) like any other copyrighted material except that you may (a) make one copy of the Software solely for backup or archival purposes, or (b) transfer the Software to a single hard disk, provided you keep the original solely for backup or archival purposes. You may not copy any printed materials that may accompany the SOFTWARE PRODUCT(S).
a) In addition to the rights granted in Section 1, AGENSOFT grants you the right to use and modify the source code version of those portions of the Software designated as "sample code" for the sole purposes of designing, developing, and testing your software product(s), and to reproduce and distribute the sample code, along with any modifications thereof, only in object code form, provided that you comply with Section 3.c.
b) In addition to the rights granted in Section 1, AGENSOFT grants you a non-exclusive, royalty-free right to reproduce and distribute the object code version of any portion of the SOFTWARE PRODUCT(S), along with any modifications thereof, in accordance with the above stated conditions.
c) If you redistribute the sample code or redistributable components, you agree to: (i) distribute the redistributables in object code only, in conjunction with and as a part of a software application product developed by you which adds significant and primary functionality to the Software; (ii) not use AGENSOFT's name, logo, or trademarks to market your software application product; (iii) include a valid copyright notice on your software product ; (iv) indemnify, hold harmless, and defend AGENSOFT from and against any claims or lawsuits, including attorney's fees, that arise or result from the use or distribution of your software application product; (v) not permit further distribution of the redistributables by your end user.
AGENSOFT PRODUCT(s) may include certain files ("Redistributable(s)") intended for distribution by you to the users of software applications which you create. Redistributables include, for example, those files identified in printed or on-line documentation as redistributable files, or those files preselected for deployment by an install utility provided with the SOFTWARE PRODUCT(S) (if any). In all circumstances, the Redistributables for the SOFTWARE PRODUCT(S) are only those files specifically designated as such by AGENSOFT.
Subject to all of the terms and conditions in this EULA, you may reproduce and distribute copies of the Redistributables, provided that such copies are made from the original copy of the Redistributables included with the SOFTWARE PRODUCT(S) or modified versions of the Redistributables which are provided to you by AGENSOFT or those which you create. Copies of Redistributables may only be distributed with and for the sole purpose of executing application programs permitted under this EULA that you have created using the SOFTWARE PRODUCT(S).
AT NO TIME MAY CUSTOMER CREATE ANY TOOL, REDISTRIBUTABLE, OR SOFTWARE PRODUCT(S) THAT DIRECTLY OR INDIRECTLY COMPETES WITH AGENSOFT SOFTWARE PRODUCT(S) WHICH UTILIZES ALL OR ANY PORTION OF THE SOFTWARE PRODUCT(S) contained within this installation.
Distribution by the CUSTOMER of any design-time tools (EXE's, OCX's or DLL's), executables, and source code distributed to Customer by AGENSOFT as part of this SOFTWARE PRODUCT(S) and not explicitly identified as a redistributable file is strictly prohibited. The Customer shall not develop software applications that provide an application programming interface to the SOFTWARE PRODUCT(S) or the SOFTWARE PRODUCT(S) as modified.
The Customer may NOT distribute the SOFTWARE PRODUCT(S), in any format, to other users for development or application compilation purposes. Specifically, if Customer creates a control using the SOFTWARE PRODUCT(S) as a constituent control, Customer may NOT distribute the control created with the SOFTWARE PRODUCT(S) (in any format) to users to be used at design time and or for ANY development purposes.
Customer MAY NOT REDISTRIBUTE any SOFTWARE PRODUCT(s) files if using an evaluation, trial, Not for Resale, or demo version of the SOFTWARE PRODUCT(s).
You may NOT permanently or temporarily transfer ANY of your rights under this agreement to any individual or entity without prior written approval from AGENSOFT. Regardless of any modifications which you make and regardless of how you might compile, link, and/or package your programs, under no circumstances may the libraries, Redistributables, and/or other files of the SOFTWARE PRODUCT(S) (including any portions thereof) be used for developing programs by anyone other than you. Only you as the licensed Customer have the right to use the libraries, redistributables, or other files of the SOFTWARE PRODUCT(S) (or any portions thereof) for developing programs created with the SOFTWARE PRODUCT(S). In particular, you may not share copies of the Redistributables with other co-developers. You may not reproduce or distribute any AGENSOFT documentation without AGENSOFT's explicit permission.
If you are an entity (Company), you must acquire and assign a license to each Customer within your organization using and or developing with the SOFTWARE PRODUCT(S). With written notification to AGENSOFT, Company may transfer the license obtained for a Customer to another Customer employed or otherwise engaged by Company if the initial Customer is no longer employed or engaged by Company or is reassigned to another function within Company and no longer develops software applications using the SOFTWARE PRODUCT(S). In addition, with written notification to AGENSOFT, Company may transfer its license of the SOFTWARE PRODUCT(S) to a successor Company.
5. TRADE SECRETS AND CONFIDENTIALITY
a) The Software contains information or material which is proprietary to AGENSOFT ("Confidential Information"), which is not generally known other than by AGENSOFT, and which you may obtain knowledge of through, or as a result of the relationship established hereunder with AGENSOFT. Without limiting the generality of the foregoing, Confidential Information includes, but is not limited to, the following types of information, and other information of a similar nature (whether or not reduced to writing or still in development): designs, concepts, ideas, inventions, specifications, techniques, discoveries, models, data, source code, object code, documentation, diagrams, flow charts, research, development, methodology, processes, procedures, know-how, new product or new technology information, strategies and development plans (including prospective trade names or trademarks).
b) Such Confidential Information has been developed and obtained by AGENSOFT by the investment of significant time, effort and expense, and provides AGENSOFT with a significant competitive advantage in its business.
c) You agree that you shall not make use of the Confidential Information for your own benefit or for the benefit of any person or entity other than AGENSOFT, except for the expressed purposes described in the paragraph hereof entitled "REDISTRIBUTION", in accordance with the provisions of this Agreement, and not for any other purpose.
d) You agree to hold in confidence, and not to disclose or reveal to any person or entity, the Software, other related documentation, your product registration key file or serial number (if any) or any other Confidential Information concerning the Software other than to such persons as AGENSOFT shall have specifically agreed in writing to utilize the Software for the furtherance of the expressed purposes described in the paragraph hereof entitled "REDISTRIBUTION", in accordance with the provisions of this Agreement, and not for any other purpose.
e) You acknowledge the purpose of this section entitled "TRADE SECRETS AND CONFIDENTIALITY" is to protect AGENSOFT’s ability to limit the use of the data and the Software generally to licensees, and to prevent use of Confidential Information concerning the Software by other developers or vendors of software.
6. OTHER RESTRICTIONS
You may not rent, lease or transfer the Software. You may not reverse engineer, decompile or disassemble the Software, except to the extent applicable law expressly prohibits the foregoing restriction. Without prejudice to any other rights, AGENSOFT may terminate this License Agreement if you fail to comply with the terms and conditions of the agreement. In such event, you must destroy all copies of the SOFTWARE PRODUCT(S).
7. LIMITED WARRANTY
If within 30 days of your purchase of this SOFTWARE PRODUCT(S), you become dissatisfied with the Software for any reason, you may return the software to AGENSOFT (or your dealer, if you did not purchase it directly from AGENSOFT) for a refund of your purchase price. To return the Software, you must contact AGENSOFT and obtain a return material authorization (RMA) number. AGENSOFT will not accept returns of opened or installed software without an RMA number. Returns are subject to the deduction from your purchase price of a 20% restocking fee and all shipping costs. You agree that this limited warranty does not apply to a Software source code license as specified in section 5.e.
8. TECHNICAL SUPPORT
Technical support is usually provided via email only. At any time, if the unmodified SOFTWARE PRODUCT(S) fails to satisfy the performance described in the documentation, AGENSOFT will try to issue a workaround to help the Customer solve the technical problems. However, it is understood that AGENSOFT may not always be able to solve such problems. A service fee for such workarounds may be charged by AGENSOFT. In such case, AGENSOFT will notify the Customer with a quote in prior to issuing the workarounds.
9. NO OTHER WARRANTIES
AGENSOFT DISCLAIMS ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTY OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE SOFTWARE PRODUCT(S), THE ACCOMPANYING WRITTEN MATERIALS, AND ANY ACCOMPANYING HARDWARE.
10. LIMITATION OF LIABILITY
IN NO EVENT SHALL AGENSOFT OR ITS SUPPLIERS BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITH LIMITATION, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES OR LOST PROFITS, BUSINESS INTERRUPTION, OR OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OR INABILITY OF THIS SOFTWARE PRODUCT(S), EVEN IF AGENSOFT HAS BEEN ADVISED OF SUCH DAMAGES.
APART FROM THE FOREGOING LIMITED WARRANTY, THE SOFTWARE PRODUCT(S) ARE PROVIDED "AS-IS", WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED. THE ENTIRE RISK AS TO THE PERFORMANCE OF SOFTWARE PRODUCT(S) IS WITH THE PURCHASER. AGENSOFT DOES NOT WARRANT THAT THE OPERATION OF THE PROGRAMS WILL BE UNINTERRUPTED OR ERROR-FREE. AGENSOFT ASSUMES NO RESPONSIBILITY OR LIABILITY OF ANY KIND FOR ERRORS IN THE SOFTWARE PRODUCT(S), OF/FOR THE CONSEQUENCES OF ANY SUCH ERRORS.
11. GOVERNMENT-RESTRICTED RIGHTS
Use, duplication, or disclosure by the U.S. Government of the computer software and documentation in this package shall be subject to restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.277-7013 (Oct 1988) and FAR 52.227-19 (Jun 1987). The Contractor is AGENSOFT.
12. GOVERNING LAW
This agreement shall be governed by the laws of Moscow, Russian Federation, excluding the application of its conflicts of law rules and shall inure to the benefit of AGENSOFT and any successors, administrators, heirs and assigns. Any action or proceeding brought by either party against the other arising out of or related to this agreement shall be brought only in a STATE or FEDERAL COURT of competent jurisdiction located in Russian Federation, Moscow. The parties hereby consent to in personal jurisdiction of said courts. The United Nations Convention on Contracts for the International Sale of Goods is specifically disclaimed.
In addition to any other relief granted the prevailing party shall be entitled to recover its attorney’s fees and costs. THE PARTIES EXPRESSLY WAIVE THE RIGHT TO A TRIAL BY JURY. The parties acknowledge that any breach of this agreement may result in irreparable harm to AGENSOFT Inc., thereby entitling AGENSOFT to injunctive relief for any such breach in addition to any other rights or remedies that AGENSOFT may have. This Agreement is the entire agreement between you and AGENSOFT and supersedes any other communications or advertising with respect to the SOFTWARE PRODUCT(S). If any provision of this License is held invalid, the remainder of this License shall continue in full force and effect.