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European Smalltalk User Group 2004 September
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VisualWorks7.2.1nc
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license.txt
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2004-07-06
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CINCOM SYSTEMS, INC.
SOFTWARE LICENSE AGREEMENT
FOR NON-COMMERCIAL USERS
IMPORTANT NOTICE: READ THE TERMS AND CONDITIONS OF THIS LICENSE
AGREEMENT CAREFULLY BEFORE PROCEEDING TO USE THE ENCLOSED COMPUTER
SOFTWARE AND THE RELATED USER DOCUMENTATION (THE "PRODUCT"). THE
PRODUCT IS COPYRIGHTED AND ITS USE IS LICENSED (NOT SOLD). BY
USING THE PRODUCT, YOU ARE ACCEPTING AND AGREEING TO THE TERMS OF
THIS LICENSE AGREEMENT. IF YOU ARE NOT WILLING TO BE BOUND BY THE
TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT, YOU SHOULD NOT USE
THE PRODUCT. THIS LICENSE AGREEMENT REPRESENTS THE ENTIRE
AGREEMENT CONCERNING THE PRODUCT BETWEEN YOU AND CINCOM SYSTEMS,
INC. (REFERRED TO HEREIN AS "LICENSOR"), AND THIS AGREEMENT
SUPERSEDES ANY PRIOR PROPOSALS, REPRESENTATIONS, OR UNDERSTANDING
BETWEEN THE PARTIES.
1. License Grant. Licensor hereby grants to you, and you
do hereby accept, a nonexclusive license to use the Product only
as is authorized in this License Agreement. You shall not reverse
assemble or otherwise translate the Product.
U.S. Government Restricted Rights: Licensor provides the
Product with RESTRICTED RIGHTS. Use, duplication, or disclosure
by the U.S. Government or any agency or instrumentality thereof is
subject to restrictions set forth in subparagraphs (c) (1) and (2)
of the Commercial Computer Software - Restricted Rights clause at
48 C.F.R. 52.227-19, or any successor provision, as applicable.
The Contractor/Manufacturer is Cincom Systems, Inc., 55 Merchant
Street, Cincinnati, Ohio 45246.
2. Licensor's Rights. You acknowledge and agree that the
Product is a proprietary product of Licensor protected under U.S.
copyright law and international treaty provisions. You further
acknowledge and agree that all right, title, and interest in and
to the Product, including associated intellectual property rights,
are and shall remain with Licensor. This License Agreement does
not convey to you an interest in or to the Product, but only a
limited right of use revocable in accordance with the terms of
this License Agreement.
3. Licensee's Rights.
a. Licensee may distribute copies of the Software in
unmodified form to persons who have agreed to the
terms of this license agreement.
b. Licensee may distribute, without charge of any kind,
applications developed using the Software to persons
who have agreed to use such applications for non-
commercial purposes, pursuant to a license agreement
containing terms and provisions at least as
restrictive and protective of Licensor's rights and
interests as this Agreement.
4. Rental Fees. This license is granted to you on a non-
commercial basis. Therefore, no Rental Charges are involved,
unless you breach the terms and conditions of Section 1 herein.
Upon any such breach and the request of Licensor, you shall pay
Licensor the applicable rental charges for the Product for your
nonconforming use.
5. Term. This License Agreement is effective upon
delivery of the Product to you and will remain in effect until
terminated. You may terminate this License Agreement at any time
by giving 30 days prior written notice to Licensor. You shall not
be entitled to a refund or credit for any amounts which may become
due prior to the date of termination. Licensor may terminate this
License Agreement upon your breach of any term hereof. Upon
termination by Licensor, you agree to discontinue usage and return
or destroy all copies and portions of the Product.
6. Limited Warranty. THE PRODUCT IS LICENSED "AS IS," AND
LICENSOR DISCLAIMS ANY AND ALL OTHER WARRANTIES, WHETHER EXPRESS
OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES
OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
7. Limitation of Liability. Licensor's cumulative
liability to you or any other party for any loss or damages
resulting from any claims, demands, or actions arising out of or
relating to this Agreement will not exceed the total amount paid
by you to Licensor in the twelve months immediately preceding such
claim, in license charges for the use of any Product that causes
damages. In no event shall Licensor be liable for any indirect,
incidental, consequential, special, or exemplary damages or lost
profits, even if Licensor has been advised of the possibility of
such damages. THE ABOVE LIMITATION OR EXCLUSION MAY NOT BE
ALLOWED BY ALL JURISDICTIONS.
8. Trademark. The trademark listed on the Product is a
trademark of Licensor. No right, license, or interest to such
trademark is granted hereunder, and you agree that no such right,
license, or interest shall be asserted by you with respect to such
trademark.
9. Governing Law. This License Agreement shall be
construed and governed in accordance with the laws of the State of
Ohio.
10. Costs of Litigation. If any action is brought by
either party to this License Agreement against the other party
regarding the subject matter hereof, the prevailing party shall be
entitled to recover, in addition to any other relief granted,
reasonable attorney fees and expenses of litigation.
11. Severability. Should any term of this License
Agreement be declared void or unenforceable by any court of
competent jurisdiction, such declaration shall have no effect on
the remaining terms hereof.
12. No Waiver. The failure of either party to enforce any
rights granted hereunder or to take action against the other party
in the event of any breach hereunder shall not be deemed a waiver
by that party as to subsequent enforcement of such or any other
such rights or any subsequent actions in the event of future
breaches.
If you have any questions about this License Agreement, or if you
have any questions or comments about the Product, please contact
your local Cincom sales office.
TERMS AND CONDITIONS
SPECIFIC TO EDUCATIONAL INSTITUTIONS
AND RESEARCH CENTERS
THE TERMS AND CONDITIONS STATED BELOW SHALL BE CONSIDERED
INCORPORATED AND MADE PART OF THE PRIOR TERMS AND CONDITIONS.
THOSE STATED HEREAFTER MODIFY THE TERMS AND CONDITIONS SET FORTH
ABOVE IN PART AND ONLY APPLY TO PRODUCTS LICENSED BY EDUCATIONAL
INSTITUTIONS AND RESEARCH CENTERS. IF THERE IS ANY INCONSISTENCY
BETWEEN THE TERMS AND CONDITONS SET FORTH ABOVE AND THOSE SET
FORTH BELOW, THE TERMS AND CONDITIONS BELOW SHALL CONTROL.
13. Academic License. In order to be covered under these
extended terms and conditions, Customer must first register on
Cincom's Website.
14. Support Contact. Customer may designate up to three
named users as Support Contacts when registering.
15. Licensee's Rights (extended). Registered Customer, its
students, or research teams are free to use the software for their
research and teaching.
16. License Fees (extended). Customer, its students or
research teams shall, in no way, use the Product for any internal
or external commercial business, or for any internal or external
commercial operational activities. Customer is fully responsible
for any prohibited use of Product by it, its students or research
teams and accepts this nondisclosure clause for it, its students
and/or research teams.
17. Support. Any of Customer's registered Support Contacts
has full access to Cincom's on-line and telephone support, as
needed, for assistance with problem resolution relating to the
proper operation of the Product.
18. Additional Support. Any additional support and/or
special services are separate, and subject to the terms and
conditions of a separate agreement with Cincom.
19. Licensor's Rights (extended). Cincom may use Registered
Customer's name in any of its marketing or promotional materials.
TERMS AND CONDITIONS
SPECIFIC TO COMMERCIAL EVALUATION
USAGE OF THE PRODUCT
20. Licensor's Rights (extended).
a. Licensee may use this software for commercial
evaluation purposes for a period not to exceed
ninety (90) days. Any additional evaluation must
be mutually agreed upon by Cincom and Licensee
b. Licensee may receive support from Cincom during the
period of evaluation provided that Licensee has first
registered with Cincom.
c. In order to register with Cincom for evaluation
purposes, Licensee must sign the bottom of this license
and deliver it to Cincom.
I ____________________________________________, an
employee of ______________________________ agree to the terms of
this license for commercial evaluation.
Signed: ________________________________________________________
Date: ___________________________________________________________
ca2679 021201