ftp.morenci.k12.mi.us/ftp.morenci.k12.mi.us.tar/ftp.morenci.k12.mi.us/Temp/GDC/release/License.txt

Text File | 2006-05-11 | 18KB | 294 lines

                        FOUR J'S DEVELOPMENT TOOLS

                        END USER LICENSE AGREEMENT


This Agreement is between you, either an individual or an entity, ("Licensee")
and Four J's Development Tools. ("Four J's"). This Agreement is effective
as of the date you click the "I Accept" button below (the "Effective Date").

BY OPENING THE SEALED MEDIA PACKAGE, USING THE LICENSED SOFTWARE, OR USING
THE ACTIVATION KEY OF THE LICENSED SOFTWARE, THE LICENSEE ACKNOWLEDGES THAT
LICENSEE HAS READ THIS AGREEMENT, UNDERSTANDS IT, AND AGREES TO BE BOUND BY
IT.
IF YOU DO NOT AGREE TO BE BOUND BY ANY OF THE TERMS OF THIS AGREEMENT, FOUR
J'S IS UNWILLING TO GRANT YOU ANY RIGHTS TO USE THE lICENSED SOFTWARE AND YOU
MUST NOT OPEN THE SEALED MEDIA PACKAGE, USE THE LICENSED SOFTWARE, OR USE THE
ACTIVATION KEY OF THE LICENSED SOFTWARE; INSTEAD YOU MUST PROMPTLY RETURN TO
FOUR J'S OR TO THE AUTHORIZED FOUR J'S DISTRIBUTOR THAT PROVIDED YOU WITH THE
LICENSED SOFTWARE, THE SEALED MEDIA PACKAGE AND THE DOCUMENTATION FOR A FULL
REFUND. THIS AGREEMENT IS EFFECTIVE AS OF THE DATE YOU OPEN THE SEALED MEDIA
PACKAGE, USE THE lICENSED SOFTWARE, OR USE THE ACTIVATION KEY OF THE lICENSED
SOFTWARE (THE "EFFECTIVE DATE").


1. DEFINITIONS. As used in this Agreement:

"Documentation" means the user's manuals (in written or electronic form)
provided to Licensee along with the Licensed Software.

"Executable Code" means the fully compiled version of a software program that
can be executed by a computer and used by an end user without further
compilation.

"Licensed Software" means the software program or programs for which Licensee
has purchased a license (including, for Licensees of the "Class A" products
defined in Section 10.1 only, any runtime modules intended for redistribution
by Licensee (the "Redistributables"), and any modified, updated or enhanced
versions of such programs that Four J's may provide to Licensee pursuant to
this Agreement or to a separate maintenance and support agreement.

"Source Code" means the human-readable version of a software program that can
be compiled into Executable Code.


2. LICENSE GRANTS. Subject to the terms and conditions of this Agreement, Four
J's grants to Licensee (i) a non-exclusive, non-transferable license to use a
single copy of the Licensed Software (in Executable Code form only) in
accordance with the Documentation on a single computer, and to make a single
copy of the Licensed Software solely for backup or archival purposes; and (ii)
(for Licensees of the "Class A" products defined in Section 10.1 only) a
non-exclusive, non-transferable license to use, reproduce, and distribute
(solely to end users who have purchased appropriate runtime licenses from Four
J's) the Redistributables (in Executable Code form only) solely as part of an
application developed by Licensee. Licensee may not distribute Redistributables
on a standalone basis. Four J's grants to Licensee a non-exclusive,
non-transferable license to use the Documentation. When applicable, Four J's
will communicate a new activation key if Licensee certifies in writing that
Licensee must install the Licensed Software on a new computer because of
update, theft, or breakdown.


3. RESTRICTIONS ON USE. Licensee acknowledges that the Licensed Software and
its structure, organization and Source Code constitute valuable trade secrets
of Four J's and its suppliers. Accordingly, except as specifically authorized
herein, Licensee agrees not to (a) modify, adapt, alter, translate, or create
derivative works from the Licensed Software; (b) merge the Licensed Software
with other software; (c) sublicense, lease, rent, loan, or otherwise transfer
the Licensed Software to any third party, (d) reverse engineer, decompile,
disassemble, or otherwise attempt to derive the Source Code of the Licensed
Software; or (e) otherwise use or copy the Licensed Software. Notwithstanding
the foregoing, decompiling the Licensed Software is permitted to the extent
the laws of Licensee's jurisdiction give Licensee the right to do so to obtain
information necessary to render the Licensed Software interoperable with other
software; provided, however, that Licensee must first request such information
from Four J's and Four J's may, in its discretion, either provide such
information to Licensee or impose reasonable conditions, including a reasonable
fee, on such use of the Licensed Software to ensure that Four J's' and its
suppliers' proprietary rights in the Licensed Software are protected. Licensee
agrees not to use the Licensed Software to develop or market a product similar
or competitive with the Licensed Product.

4. INSTALLATION AND ACCEPTANCE. Licensee will be responsible for installing
the Licensed Software on its computers as permitted under this Agreement.
The Licensed Software will be deemed accepted upon delivery.


5. WARRANTIES

5.1 Performance.

(a) For a period of sixty (60) days after shipment of the Licensed Software
(other than the "Class B" products defined in Section 10.2) to Licensee (the
"Software Warranty Period"), Four J's warrants that the Licensed Software,
when used as delivered by Four J's and as permitted under this Agreement and
in accordance with the Documentation (including use on a computer hardware
and operating system platform supported by Four J's), will operate
substantially as described in the Documentation.

(b) For the "Class B" products defined in Section 10.2, Four J's makes no
warranties, express, implied or statutory. THE "CLASS B" PRODUCTS DEFINED ON
SECTION 10.2 ARE PROVIDED ON AN AS IS BASIS.

(c) Four J's does not warrant the Licensee's use of the Licensed Software will
be error free or uninterrupted. Four J's will, at its own expense and as its
sole obligation and Licensee's exclusive remedy for any breach of the above
warranty , use commercially reasonable efforts to correct or provide a
workaround for any reproducible error in the Licensed Software reported to
Four J's by Licensee in writing during the Software Warranty Period or, if
Four J's determines that it is unable to correct the error or provide a
workaround, Four J's will refund to Licensee the license fee paid for the
Licensed Software, in which case this Agreement and Licensee's right to use
the Licensed Software will be terminated. Any such error correction or
workaround provided to Licensee will not extend the original Software
Warranty Period.

5.2 Disclaimers. THE EXPRESS WARRANTIES IN THIS SECTION 5 ARE IN LIEU OF ALL
OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, REGARDING THE LICENSED
SOFTWARE, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, TITLE, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS.
Because some jurisdictions do not permit the exclusion of implied warranties,
this disclaimer may not apply to you. LICENSEE ACKNOWLEDGES THAT IT HAS RELIED
ON NO WARRANTIES OTHER THAN THE EXPRESS WARRANTIES IN THIS AGREEMENT AND THAT
NO WARRANTIES ARE MADE BY ANY OF FOUR J'S' SUPPLIERS. This warranty gives you
specific rights, and you may also have other rights that vary from state to
state.


6. INFRINGEMENT CLAIMS. Four J's will defend at its own expense any action
against Licensee brought by a third party to the extent that the action is
based upon a claim that the Licensed Software infringes any U.S. copyrights
or misappropriates any trade secrets recognized as such under the Uniform
Trade Secret law, and Four J's will pay those costs and damages finally
awarded against Licensee in any such action that are specifically attributable
to such claim or those costs and damages agreed to in a monetary settlement
of such action. The foregoing obligations are conditioned on Licensee notifying
Four J's promptly in writing of such action, Licensee giving Four J's sole
control of the defense thereof and any related settlement negotiations, and
Licensee cooperating and, at Four J's' request and expense, assisting in such
defense. If the Licensed Software becomes, or in Four J's' opinion is likely
to become, the subject of an infringement claim, Four J's may, at its option
and expense, either (a) procure for Licensee the right to continue using the
Licensed Software, (b) replace or modify the Licensed Software so that it
becomes non-infringing, or (c) accept return of the Licensed Software and give
Licensee a refund for the License Fees paid by Licensee less a reasonable
allowance for the period of time Licensee has used the Licensed Software.
Notwithstanding the foregoing, Four J's will have no obligation under this
Section 6 or otherwise with respect to any infringement claim based upon (i)
any use of the Licensed Software not in accordance with this Agreement or for
purposes not intended by Four J's, (ii) any use of the Licensed Software in
combination with other products, equipment, software, or data not supplied by
Four J's, (iii) any use of any release of the Licensed Software other than
the most current release made available to Licensee, or (iv) any modification
of the Licensed Software by any person other than Four J's. THIS SECTION 6
STATES FOUR J'S' ENTIRE LIABILITY AND LICENSEE'S SOLE AND EXCLUSIVE REMEDY
FOR INFRINGEMENT CLAIMS AND ACTIONS.


7. LIMITATION OF LIABILITY. IN NO EVENT WILL FOUR J'S BE LIABLE FOR ANY
CONSEQUENTIAL, INDIRECT, EXEMPLARY, SPECIAL OR INCIDENTAL DAMAGES, INCLUDING
ANY LOST DATA AND LOST PROFITS, ARISING FROM OR RELATING TO THIS AGREEMENT.
Some states do not allow the exclusion or limitation of incidental or
consequential damages, so the above limitation or exclusion may not apply to
you. FOUR J'S' TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THIS AGREEMENT
AND THE LICENSED SOFTWARE, WHETHER IN CONTRACT OR TORT OR OTHERWISE, WILL NOT
EXCEED THE AMOUNT OF FEES PAID TO FOUR J'S HEREUNDER. THE LICENSED SOFTWARE
IS NOT INTENDED FOR USE IN CONNECTION WITH ANY NUCLEAR, AVIATION, MASS TRANSIT
OR MEDICAL APPLICATION OR ANY OTHER INHERENTLY DANGEROUS APPLICATION THAT
COULD RESULT IN DEATH, PERSONAL INJURY, CATASTROPHIC DAMAGE OR MASS DESTRUCTION,
AND LICENSEE AGREES THAT FOUR J'S WILL HAVE NO LIABILITY OF ANY NATURE AS A
RESULT OF ANY SUCH USE OF THE LICENSED SOFTWARE. LICENSEE ACKNOWLEDGES THAT
THE FEES PAID HEREUNDER REFLECT THE ALLOCATION OF RISK SET FORTH IN THIS
AGREEMENT AND THAT FOUR J'S WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE
LIMITATIONS ON ITS LIABILITY. IN ADDITION, LICENSEE DISCLAIMS ALL LIABILITY
OF ANY KIND OF FOUR J'S' SUPPLIERS.


8. TERM AND TERMINATION

8.1 Term. The term of this Agreement will begin on the Effective Date and will
continue indefinitely unless terminated pursuant to Section 8.2.

8.2 Termination. Licensee may terminate this Agreement at any time, with or
without cause, upon written notice to Four J's. This Agreement will
automatically terminate if (a) Licensee breaches any provision in Section 3,
or (b) Licensee breaches any other provision of this Agreement and does not
cure the breach within thirty (30) days after receiving written notice thereof
from Four J's.

8.3 Effects of Termination. Upon termination of this Agreement for any reason,
(i) all license rights granted in this Agreement will immediately cease to
exist, (ii) Licensee must promptly discontinue all use of the Licensed Software,
erase all copies of the Licensed Software from Licensee's computers, and return
to Four J's all copies of the Licensed Software and Documentation on tangible
media in Licensee's possession or control and certify in writing to Four J's
that it has fully complied with these requirements, and (iii) (for Licensees
of the "Class A" products defined in Section 10.1 only) Licensee must promptly
discontinue the use, reproduction, and distribution of the Redistributables.
Sections 1 ("Definitions"), 3 ("Restrictions on Use"), 5 ("Warranties"),
7 ("Limitation of Liability"), 8.3 ("Effects of Termination"), and
9 ("General") will survive termination of this Agreement for any reason.


9. GENERAL

9.1 Proprietary Rights. The Licensed Software and Documentation, and all
worldwide intellectual property rights therein, are the exclusive property
of Four J's and its suppliers. All rights in and to the Licensed Software
not expressly granted to Licensee in this Agreement are reserved by Four
J's and its suppliers. Without limiting the foregoing, no license to use
the trademarks or trade names of Four J's or its suppliers is granted hereby.
Nothing in this Agreement will be deemed to grant, by implication, estoppel
or otherwise, a license under any of Four J's' existing or future patents;
Four J's agrees that it will not assert any of its rights under such patents
against Licensee based upon the exercise by Licensee of the licenses granted
in Section 2. Licensee will not remove, alter, or obscure any proprietary
notices (including copyright notices) of Four J's or its suppliers on the
Licensed Software or the Documentation.

9.2 No Maintenance or Support. Four J's is not required to provide any
maintenance or support services to any party under this Agreement.

9.3 Compliance with Laws. Licensee will comply with all applicable export
and import control laws and regulations in its use of the Licensed Software
and, in particular, Licensee will not export or re-export the Licensed
Software without all required United States and foreign government licenses.
Licensee will defend, indemnify, and hold harmless Four J's from and against
any violation of such laws or regulations by Licensee or any of its agents,
officers, directors, or employees.

9.4 Assignments. Licensee may not assign or transfer, by operation of law
or otherwise, any of its rights under this Agreement (including its licenses
with respect to the Licensed Software) to any third party without Four J's'
prior written consent except pursuant to a transfer of all or substantially
all of Licensee's business and assets, whether by merger, sale of assets,
sale of stock or otherwise. Any attempted assignment or transfer in violation
of the foregoing will be void.

9.5 U.S. Government End Users. If Licensee is a branch or agency of the United
States Government, the following provision applies. The Licensed Software and
Documentation are comprised of "commercial computer software" and "commercial
computer software documentation" as such terms are used in 48 C.F.R. 12.212
(SEPT 1995) and are provided to the Government (i) for acquisition by or on
behalf of civilian agencies, consistent with the policy set forth in 48 C.F.R.
12.212; or (ii) for acquisition by or on behalf of units of the Department of
Defense, consistent with the policies set forth in 48 C.F.R. 227.7202-1 (JUN
1995) and 227.7202-3 (JUN 1995).

9.6 Notices. All notices, consents and approvals under this Agreement must be
delivered in writing by courier, by electronic facsimile (fax), or by certified
or registered mail, (postage prepaid and return receipt requested) to the other
party, and will be effective upon receipt or three (3) business days after
being deposited in the mail as required above, whichever occurs sooner.

9.7 Governing Law and Venue. This Agreement will be governed by the laws of
the United Kingdom as such laws apply to contracts between U.K. residents
performed entirely within the U.K.. The United Nations Convention on Contracts
for the International Sale of Goods does not apply to this Agreement. Any
action or proceeding arising from or relating to this Agreement must be brought
in a court in the U.K., and each party irrevocably submits to the jurisdiction
and venue of any such court in any such action or proceeding.

9.8 Remedies. Except as provided in Sections 5 and 6, the parties' rights and
remedies under this Agreement are cumulative. Licensee acknowledges that the
Licensed Software contains valuable trade secrets and proprietary information
of Four J's, that any actual or threatened breach of Section 3 will constitute
immediate, irreparable harm to Four J's for which monetary damages would be an
inadequate remedy, and that injunctive relief is an appropriate remedy for
such breach. If any legal action is brought to enforce this Agreement, the
prevailing party will be entitled to receive its attorneys' fees, court costs
and other collection expenses, in addition to any other relief it may receive.

9.9 Miscellaneous. All waivers must be in writing. Any waiver or failure to
enforce any provision of this Agreement on one occasion will not be deemed a
waiver of any other provision or of such provision on any other occasion. If
any provision of this Agreement is unenforceable, such provision will be
changed and interpreted to accomplish the objectives of such provision to the
greatest extent possible under applicable law and the remaining provisions
will continue in full force and effect. The headings of sections of this
Agreement are for convenience and are not to be used in interpreting this
Agreement. As used in this Agreement, the word "including" means "including
but not limited to." This Agreement constitutes the entire agreement between
the parties regarding the subject hereof and supersedes all prior or
contemporaneous agreements, understandings, and communication, whether written
or oral. This Agreement may be amended only by a written document signed by
both parties. The terms on any purchase order or similar document submitted
by Licensee to Four J's will have no effect.

10. PRODUCTS

10.1 "Class A" products are the products primarly used for development purposes.

10.2 "Class B" products are the products primarly used to deploy applications
developed with "Class A" products.