This License Agreement ("LICENSE") is a legal agreement between the Licensee (either an individual or a single entity) and BestofWare for the software product identified above, which includes computer software and may include associated "online" or electronic documentation ("SOFTWARE PRODUCT").
The SOFTWARE PRODUCT also includes any updates and supplements to the original SOFTWARE PRODUCT provided to you by BestofWare.
By installing, copying, downloading, accessing, or otherwise using the SOFTWARE PRODUCT, you agree to be bound by the terms of this LICENSE. If you do not agree to all the terms of this LICENSE, do not install or use the SOFTWARE PRODUCT; you may, however, return it to your place of purchase for a full refund, if relevant.
SOFTWARE PRODUCT LICENSE
Copyright laws and international copyright treaties, as well as other intellectual property laws and treaties protect the SOFTWARE PRODUCT. The SOFTWARE PRODUCT is licensed, not sold.
1. LICENSE TO USE SOFTWARE PRODUCT.
1.1 LICENSE GRANT. If Licensee is an entity, BestofWare grants him the right to designate one individual within your organization to have the sole right to use the SOFTWARE PRODUCT in the manner provided below. BestofWare grants to the Licensee as an individual, a personal, nonexclusive, non-transferable LICENSE to use one copy of this SOFTWARE PRODUCT. Licensee may use the Licensed Software only on one central processing unit with one input terminal. The SOFTWARE PRODUCT is in "use" on a computer when it is loaded into temporary memory (i.e. RAM) or installed into permanent memory (e.g. hard disk, CD-ROM, or other storage device) of that computer. Licensee may not network the SOFTWARE PRODUCT or otherwise use it for development on more than one computer at the same time, for more than one developer at a time. Each developer working with the SOFTWARE PRODUCT must purchase a copy of the component for his/her own development needs.
1.2 SOURCE CODE. Licensee has no right of access to the source code of the SOFTWARE PRODUCT.
1.3 BETA, TRIAL or EVALUATION VERSIONS. Licensee may use the beta versions, trial versions, demonstration versions, evaluation versions and product tours of the SOFTWARE PRODUCT for the limited purposes of demonstrations, trials, design time evaluations and running a product tour. Licensee may not distribute any of the files provided with the beta, trial, demonstration or evaluation version.
2. DISTRIBUTION / REDISTRIBUTABLE CODE
2.1 SAMPLE CODE. In addition to the LICENSE granted in Section 1, BestofWare grants the Licensee the right to use and modify the source code versions of those portions of the SOFTWARE PRODUCT which are identified in the documentation as the Sample Code and located in the \SAMPLES subdirectory(s) of the SOFTWARE PRODUCT, either on CD-ROM or electronic format (collectively "SAMPLE CODE"), provided Licensee complies with the Redistribution Requirements. Licensee may not distribute the SAMPLE CODE, or any modified version of the SAMPLE CODE, in source code form.
2.2 REDISTRIBUTABLE CODE. In addition to the LICENSE granted in Section 1, BestofWare grants the Licensee a nonexclusive, royalty-free right to reproduce and distribute the object code version of those portions of the SOFTWARE PRODUCT identified in the SOFTWARE PRODUCT Help System, or on BestofWare website (http://www.bestofware.com), as the REDISTRIBUTABLE FILES, provided Licensee complies with the redistribution requirements.
2.3 REDISTRIBUTION REQUIREMENTS. If Licensee redistributes the REDISTRIBUTABLE FILES, she/he agrees to (a) distribute the REDISTRIBUTABLE FILES in object code form only in conjunction with, and as part of her/his software application product which adds significant and primary functionality and which is designed, developed, and tested to operate in the Microsoft Windows and/or Windows NT environments; (b) not use BestofWare's name, logo or trademarks to market her/his software application product; (c) include a valid copyright notice on her/his SOFTWARE; (d) indemnify, hold harmless, and defend BestofWare from and against any claims or lawsuits, including attorney's fees, that arise or result from the use and distribution of her/his software application product; and (e) not permit further distribution of the REDISTRIBUTABLE FILES by her/his end user.
2.4 LIMITATIONS. Distribution by the Licensee of any designers or design-time assistants (EXE's OCX's or DLL's), executables, source code, distributed by BestofWare as part of this SOFTWARE PRODUCT and not identified as a redistributable file is prohibited. Redistribution by Licensee's users of BestofWare's DLL's and OCX's or Licensee modified or wrapped version of BestofWare OCX's without the appropriate redistribution LICENSE is prohibited.
Licensee shall not develop applications that provide an application programmable interface to the SOFTWARE PRODUCT or the SOFTWARE PRODUCT as modified. Licensee shall not develop applications that substantially duplicate the capabilities of the SOFTWARE PRODUCT or, in the reasonable opinion of BestofWare, compete with it.
Licensee MAY NOT distribute the SOFTWARE PRODUCT, in any format, to other users for development or compiling purposes. In particular, if Licensee creates a control using the SOFTWARE PRODUCT as a constituent control, Licensee MAY NOT distribute the control created with the SOFTWARE PRODUCT (in any format) to users for development purposes.
3. ADDITIONAL RIGHTS AND LIMITATIONS
3.1 RESTRICTIONS. Licensee may not alter, assign, create derivative works, decompile, disassemble, distribute, give, lease, loan, modify, rent, reverse engineer, sell, sub-license, transfer or translate in any way, by any means or any medium, including telecommunications, the SOFTWARE PRODUCT or Documentation (except as specifically and expressly provided below for "redistributable files"). Licensee will use its best efforts and take all reasonable steps to protect the SOFTWARE PRODUCT from unauthorized use, copying or dissemination.
3.2 SUPPORT SERVICES. BestofWare may provide you with support services related to the SOFTWARE PRODUCT ("Support Services"). Use of Support Services is governed by the policies and programs described in "online" documentation and/or in other BestofWare provided materials. Any supplemental software code provided to you as part of the Support Services shall be considered part of the SOFTWARE PRODUCT and subject to the terms and conditions of this LICENSE. With respect to technical information you provide to BestofWare as part of the Support Services, BestofWare may use such information for its business purposes, including for product support and development. BestofWare will not utilize such technical information in a form that personally identifies Licensee.
3.3 The SOFTWARE PRODUCT is licensed as a single product and the software programs comprising SOFTWARE PRODUCT may not be separated.
3.4 TERMINATION. If either the SOFTWARE PRODUCT or Documentation is used in any way not expressly and specifically permitted by this LICENSE, then the LICENSE shall immediately terminate. Upon the termination of the LICENSE, Licensee shall thereafter make no further use of the SOFTWARE PRODUCT or Documentation, and Licensee shall return all licensed materials, postage prepaid.
4. UPGRADES, ENHANCEMENTS AND UPDATES. From time to time, at its sole discretion, BestofWare may provide enhancements, updates, or new versions of the SOFTWARE PRODUCT on its then standard terms and conditions thereof. This Agreement shall apply to such enhancements.
Licensee is not entitled to updates or upgrades of the SOFTWARE PRODUCT or Documentation.
5. COPYRIGHT. All title and intellectual property rights in and to the SOFTWARE PRODUCT (including but not limited to any images, photographs, animations, video, audio, music, text, and "applets" incorporated into the SOFTWARE PRODUCT), the accompanying printed materials, and any copies of the SOFTWARE PRODUCT are owned by BestofWare or its suppliers. All title and intellectual property rights in and to the content which may be accessed through use of the SOFTWARE PRODUCT is the property of the respective content owner and may be protected by applicable copyright or other intellectual property laws and treaties. This LICENSE grants Licensee no rights to use such content. BestofWare reserves all rights not expressly granted.
Licensee MAY NOT COPY the SOFTWARE PRODUCT or Documentation (except as specifically and expressly provided below for "redistributable files"); provided, however, that Licensee may make one (1) copy of the SOFTWARE PRODUCT and the associated electronic documentation for archival/backup purposes. This copy will have to be labeled externally as such and show that use is subject to this LICENSE.
6. LIMITED WARRANTY. Licensee assumes all responsibility for the selection of the SOFTWARE PRODUCT as appropriate to achieve the results she/he intends. The SOFTWARE PRODUCT and documentation are not represented to be error-free. BestofWare warrants that (a) the SOFTWARE PRODUCT shall perform substantially as described in its documentation for a period of ninety (90) days from purchase, and (b) any Support Services provided by BestofWare shall be substantially as described in our accompanying materials, and our Support Team will make commercially reasonable efforts to solve any problem covered by our warranty. EXCEPT FOR THE FOREGOING LIMITED WARRANTY AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SOFTWARE PRODUCT IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND OF FITNESS FOR A PARTICULAR PURPOSE.
7. CUSTOMER REMEDIES. BestofWare's entire liability and Licensee's exclusive remedy shall be, at BestofWare's option, either (a) return of the price paid or (b) repair or replacement of the SOFTWARE PRODUCT that does not meet BestofWare's Limited Warranty and which is returned to BestofWare with a copy of Licensee's receipt. This Limited Warranty is void if failure of the SOFTWARE PRODUCT has resulted from accident, abuse, or misapplication. Any replacement SOFTWARE PRODUCT will be warranted for the remainder of the original warranty period or thirty (30) days, whichever is longer.
8. NO LIABILITY FOR CONSEQUENTIAL DAMAGES. To the maximum extent permitted by law, in no event shall BestofWare or its suppliers be liable for any special, incidental, indirect or consequential damages whatsoever (including, without limitation, damages for loss of business profits, business interruption, loss of business information, or any other pecuniary loss) arising out of use of or inability to use this SOFTWARE PRODUCT, or the failure to provide Support Services, even if BestofWare or its dealer have been advised of the possibility of such damages. In any case, BestofWare's entire liability under any provision of this LICENSE shall be limited to the greater of the amount actually paid by the licensee for the SOFTWARE PRODUCT or U.S.$5.00.
Some states do not allow the exclusion or limitation of certain implied warranties or the limitation of the foregoing warranty or the exclusion or limitation of incidental or consequential damages, in which case and to the extent such exclusion or limitation is not allowed some of the foregoing limitations and exclusions may not apply to Licensee.
9. U.S. GOVERNMENT RESTRICTED RIGHTS. The licensed SOFTWARE PRODUCT and documentation have been developed exclusively at private expense and are provided with RESTRICTED RIGHTS. Use, duplication, or disclosure by the Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 242.227-7013 or subparagraphs (c)(1) and (2) of the Commercial Computer Software-Restricted Rights at 48 CFR 42.227-19, as applicable. Manufacturer is BestofWare.
10. GENERAL PROVISION. Licensee shall have no right to sub-license any of the rights of this agreement, for any reason. In the event of the breach by Licensee of this Agreement, she/he shall be liable for all damages to BestofWare, and this Agreement shall be terminated. If any provision of this Agreement shall be deemed to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining portions of this Agreement shall not be affected or impaired thereby. In the event of a legal proceeding arising out of this Agreement, the prevailing party shall be awarded all legal costs incurred.
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This Agreement constitutes the entire agreement between the parties for the supply of the SOFTWARE PRODUCT and its associated documentation and supersedes all prior arrangements, agreements, representations, and undertakings. This Agreement may not be changed or modified except by a written instrument duly executed by each of the parties hereto.
MISCELLANEOUS. This Agreement shall be governed by, construed and enforced in accordance with French laws. Each party consents to the personal jurisdiction of France and agrees to commence any legal proceedings arising out of this LICENSE shall be conducted solely in the courts located in Aix-en-Provence (France).
Licensee shall be responsible for the payment of all taxes, duties, or levies that may now or hereafter be imposed by any authority upon this Agreement for the supply, use, or maintenance of the SOFTWARE PRODUCT, and if any of the foregoing taxes, duties, or levies are paid at any time by BestofWare, Licensee shall reimburse BestofWare in full upon demand.
ACKNOWLEDGEMENTS. Licensee acknowledges that she/he has read this Agreement, understands it, and agrees to be bound by its terms and conditions.
Copyright ⌐ 2000. BestofWare. All rights reserved.
