1 | WIJMO COMMERCIAL LICENSE AGREEMENT |
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2 | |
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3 | THIS COMMERCIAL LICENSE AGREEMENT (THIS âCLAâ) CONTAINS THE TERMS AND |
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4 | CONDITIONS FOR YOUR USE OF âWIJMO COMPLETEâ, A SUITE OF JQUERY UI |
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5 | WIDGETS (THE âSoftwareâ). THIS CLA IS A BINDING AGREEMENT BETWEEN YOU |
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6 | AND GrapeCity, Inc ("C1"); HOWEVER, IF YOU ARE ACTING AS AN AGENT |
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7 | FOR ANOTHER, SUCH AS ON BEHALF OF YOUR EMPLOYER, THEN "YOU" MEANS THE |
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8 | OTHER PERSON. BY INSTALLING, COPYING, USING OR OTHERWISE ACCESSING |
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9 | THE SOFTWARE, YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS. |
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10 | |
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11 | The term "Software" includes all source and object code, in whole |
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12 | and/or part; all printed materials; âonlineâ or electronic |
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13 | documentation; data, data engines, images; updates and upgrades; and |
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14 | anything provided for use with or in conjunction with the Software. |
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15 | |
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16 | 1. Grant of License. Subject to the payment of the fee required and |
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17 | the term and conditions herein, you are hereby granted a limited, |
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18 | revocable, non-exclusive right to use the Software to design, develop, |
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19 | test and distribute software products that are developed through or by |
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20 | the use of the Software (âApplicationsâ). |
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21 | |
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22 | a. You are hereby granted one (1) license for you as one (1) |
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23 | designated user to use the Software for the purpose of developing |
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24 | Applications ("Developer"). You must purchase another separate |
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25 | license to the Software for each and any additional Developer. There |
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26 | is no limit or restriction on the number of installations of Software, |
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27 | which may be on different machines; provided, however, that the |
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28 | Software may not be used by anyone other than you as a single |
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29 | Developer. For example, if a company has five developers using the |
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30 | Software, the company needs to purchase five licenses, irrespective of |
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31 | how the Software is accessed or how many installations are accessed. |
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32 | The Software is not transferrable by you, except with the prior |
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33 | written consent of C1. |
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34 | |
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35 | b. You are granted the right to use and to modify the source |
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36 | code of the Software for use in Ap-plications. You own any original |
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37 | work authored by you; C1 continues to retain all copyright and other |
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38 | intellectual property rights in the Software. You are not permitted |
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39 | to move, remove, edit, or obscure any copyright, trademark, |
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40 | attribution, warning or disclaimer notices in the Software. |
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41 | |
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42 | c. You may use the Software only to create Applications that |
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43 | are significantly different than and do not compete with the Software. |
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44 | You are granted the license to distribute the Software as part of your |
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45 | Applications on a royalty-free basis. Users of your Applications are |
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46 | not permitted to use the Software or your modifications of the |
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47 | Software for development purposes unless they also purchase a separate |
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48 | com-mercial license from C1 for each of the users. |
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49 | |
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50 | d. You agree to indemnify, hold harmless, and defend C1, its suppliers |
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51 | and resellers, from and against any claims or lawsuits, including |
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52 | attorney's fees that may arise from the use or distribution of your |
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53 | Applications. |
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54 | |
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55 | 2. Copyright and Other Rights and Limitations. |
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56 | |
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57 | The Software is licensed, not sold. The Software is protected by |
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58 | copyright laws and international copyright treaties, as well as by |
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59 | other intellectual property laws and treaties. You agree that C1 owns |
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60 | all right, title, and interest in and to the Software, including any |
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61 | copyrights, and all other intellectual property rights in and to the |
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62 | Software. C1Ãâs copyright includes, but is not limited to, |
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63 | documentation and C1Ãâs significant online developer assistance |
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64 | resources, source code, and any images, photographs, animations, |
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65 | video, audio, music, and text incorporated into the Software. You may |
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66 | not rent, lease or sublicense the Software. Without prejudice to any |
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67 | other rights it may have, this CLA shall automatically terminate if |
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68 | you fail to comply with the terms and conditions of this CLA, with the |
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69 | exception of any provisions which, by their nature, are intended to |
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70 | survive termination. Upon termination, you agree to destroy all |
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71 | copies of the Software. You agree that C1 may identify you as a |
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72 | customer in C1 marketing materials. C1 reserves all rights not |
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73 | otherwise expressly and specifically granted herein. |
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74 | |
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75 | The Software is of U.S. origin. The license and distribution of the |
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76 | Software is subject to the export control laws and regulations of the |
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77 | United States of America which restrict exports and re-exports of |
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78 | software, technical data, and direct products of technical data, |
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79 | including services and applications created with or derived from use |
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80 | of the Software. You agree that you will comply all with such laws. |
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81 | |
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82 | 3. Warranties and Remedies. |
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83 | |
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84 | C1 EXPRESSLY DISCLAIMS ANY WARRANTY. THE SOFTWARE IS PROVIDED |
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85 | ÃâAS ISÃâ WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, |
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86 | INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF |
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87 | MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THE ENTIRE RISK |
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88 | ARISING OUT OF USE OR PERFORMANCE OF THE SOFTWARE IS AND REMAINS WITH |
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89 | YOU. THIS LIMITED WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS. YOU MAY |
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90 | HAVE OTHERS WHICH VARY FROM STATE TO STATE. |
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91 | |
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92 | C1'S ENTIRE LIABILITY AND YOUR EXCLUSIVE REMEDY UNDER THIS CLA |
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93 | SHALL BE, AT C1'S OPTION, EITHER: (a) RETURN OF THE PRICE PAID FOR THE |
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94 | SOFTWARE, OR (b) REPLACEMENT, UPDATE OR UPGRADE OF THE SOFTWARE. |
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95 | EXCEPT AS STATED IN THE PRECEDING SENTENCE, IN NO EVENT SHALL C1 BE |
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96 | LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, |
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97 | GENERAL, COMPENSATORY, CONSEQENTIAL AND/OR INCIDENTAL DAMAGES, DAMAGES |
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98 | FOR LOSS OF BUSINESS PROFIT, BUSINESS INTERRUPTION, LOSS OF |
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99 | INFORMATION, OR ANY OTHER LOSS) ARISING OUT OF THE USE OR INABILITY TO |
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100 | USE THE SOFTWARE, EVEN IF C1 HAS BEEN ADVISED OF THE POSSIBILITY OF |
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101 | SUCH DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE |
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102 | EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL |
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103 | DAMAGES IN CERTAIN CASES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. |
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104 | |
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105 | 4. MISCELLANEOUS. |
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106 | |
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107 | This CLA (including any additional terms, addendum or |
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108 | amendment to this CLA included with the Software) is the final, |
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109 | complete and exclusive statement of the entire agreement between you |
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110 | and C1 relating to the Software and supersedes any prior and |
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111 | contemporaneous communications, whether oral or written. This CLA may |
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112 | not be modified unless in writing or by a manner in which the parties |
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113 | are bound to this CLA (such as by "clicking-through" acceptance, etc.) |
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114 | You agree to indemnify, hold harmless, and defend C1 and its suppliers |
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115 | and resellers from and against any and all claims or lawsuits, |
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116 | including attorney's fees, that arise or result from this CLA. |
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117 | |
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118 | If for any reason a court of competent jurisdiction finds any |
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119 | provision of this Agreement, or any portion thereof, to be |
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120 | unenforceable, that provision of the Agreement will be enforced to the |
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121 | maximum extent permissible so as to effect the intent of the parties, |
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122 | and the remainder of this Agreement will continue in full force and |
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123 | effect. Failure by either party to enforce any provision of this |
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124 | agreement will not be deemed a waiver of future enforcement of that or |
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125 | any other provision. Except as otherwise required or superseded by |
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126 | law, this Agreement is governed by the laws of the State of |
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127 | Pennsylvania, without regard to its conflict of laws principles. The |
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128 | parties consent to the personal jurisdiction and venue of the |
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129 | Commonwealth of Pennsylvania, in the County of Allegheny, and agree |
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130 | that any legal proceedings arising out of this Agreement shall be |
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131 | conducted solely in such Commonwealth. If the Software was acquired |
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132 | out-side the United States, then local law may apply. |
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133 | |
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134 | Use, duplication, or disclosure by the U.S. Government is |
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135 | subject to restrictions as set forth above and in subparagraph (c) (1) |
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136 | (ii) of the Rights in Technical Data and Computer Software clause at |
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137 | DFARS 252.2277013. Rights for non-DOD U.S. Government departments and |
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138 | agencies are as set forth in FAR 52.22719(c) (1,2). ComponentOne, |
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139 | L.L.C., 201 South Highland Avenue, 3rd Floor, Pittsburgh, PA |
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140 | 15206-9926, USA. |
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