OEM LICENSE FOR 1 DEVELOPER
END-USER LICENSE AGREEMENT
for ____
by Eltima Software
NOTICE TO USER:
Please, read this carefully. By using all or any portion of the Software you accept all the terms and conditions of this Agreement. If you do not agree, do not use this Software.
1. DEFINITIONS
When used in this Agreement, the following terms shall have the respective meanings indicated, such meanings to be applicable to both the singular and plural forms of the terms defined:
“Licensor” means Eltima Software.
“Software” means (a) all of the contents of the files, disk(s), CD-ROM(s) or other media with which this Agreement is provided, including but not limited to ((i) digital images, stock photographs, clip art, sounds or other artistic works (“Stock Files”); (ii) related explanatory written materials or files (“Documentation”); and (iii) fonts; and (b) upgrades, modified versions, updates, additions, and copies of the Software, if any, licensed to you by Eltima Software (collectively, “Updates”).
“Use” or “Using” means to access, install, download, copy or otherwise benefit from using the functionality of the Software in accordance with the Documentation.
“Licensee” means You or Your Company, unless otherwise indicated.
“System” means Windows OS, GNU/Linux or Mac OS X, or any virtual machine.
2. GENERAL USE
As long as the Licensee complies with the terms of this End User License Agreement (the “Agreement”), the Licensor grants the Licensee a non-exclusive right to Use the Software for the purposes described in the Documentation under the following conditions:
- The Licensee may install and use the Software for commercial purposes and in business environment for in-house software development purposes.
- Only one developer may utilize the Software. The License is generated for a developer’s personal name.
- The Licensee may install and use only one copy of the Software on only one operating system.
- The Software under this License may be incorporated into software and hardware projects sold by the Licensee.
- The Licensee is not obliged to purchase additional Single User License to test on a test computer the software with incorporated component by Eltima Software.
- Each end-user who is going to use the Licensee’s product is not obliged to purchase additional Single User License. Silent registration procedure is used to register on end-users machines the component by Eltima Software, incorporated into the Licensee’s product.
- The Licensee may not distribute the development kit for the Software to end-users. The Software may be distributed to end-users only as a compiled setup.
- This License cannot be used by the Licensee to develop a software application that would compete with products marketed by the Licensor.
- This License is royalty-free. That means that a development version of the Software is for a fee, but the Licensee does not need to pay a fee per every order of his product built or assembled with or using the Licensor’s technology.
- This License entitles the Licensee to the unlimited redistribution of the Licensor’s technology as a part of the Licensee’s product. The Licensee is not obliged to specify that Eltima Software framework is used in his software.
3. INTELLECTUAL PROPERTY RIGHTS
3.1 This License does not transmit any intellectual rights on the Software. The Software and any copies that the Licensee is authorized by the Licensor to make are the intellectual property of and are owned by the Licensor.
3.2 The Software is protected by copyright, including without limitation by Copyright Law and international treaty provisions.
3.3 Any copies that the Licensee is permitted to make pursuant to this Agreement must contain the same copyright and other proprietary notices that appear on or in the Software.
3.4 Trademarks shall be used in accordance with accepted trademark practice, including identification of trademarks owners’ names. Trademarks can only be used to identify printed output produced by the Software and such use of any trademark does not give the Licensee any rights of ownership in that trademark.
4. LICENSE TRANSFER
4.1 This License is non-transferable. The Licensee may not transfer the rights to Use the Software to third parties (another person or legal entity) even if the Licensee doesn’t have a need in the purchased Software anymore.
4.2 The Licensee may not rent, lease, sublicense, lend or transfer any versions or copies of the Software to third parties (another person or legal entity) even if the Licensee doesn’t have a need in the purchased Software anymore and/or even if the Licensee hasn’t used all the Licenses purchased.
4.3 The Licensee may make a backup copy of the Software, provided a backup copy is not installed or used on any system not belonging to the Licensee. The Licensee may not transfer the rights to install or use a backup copy of the Software to third parties (another person or legal entity).
5. UPDATE POLICY
5.1 The minor upgrades (or updates) are free, but the upgrades to major versions can be purchased with 50% discount.
5.2 If the Licensee has purchased a license within a grace period before new major version release, the Licensor will provide the Licensee with a guaranteed free upgrade, whatever the License is.
5.3. The Licensee may continue to Use the previous version of the Software no matter whether the Licensee received the Update or not. On submitting the Update, the Licensor is to assist the Licensee in the transition to the Update, provided that: the Update and the previous version are installed on the same system; the previous version or copies thereof are not transferred to another party or system, not belonging to the Licensee; and the Licensee acknowledges that any obligation the Licensor may have to support the previous version of the Software may be ended upon availability of the Update.
6. WARRANTY
6.1 The Licensor warrants that:
6.1.1 The Licensor owns the Software and documentation and/or is in possession of valid and existing licenses that support the terms of this Agreement;
6.1.2 the Software conforms to specifications and functionality as specified in Documentation;
6.1.3 to the best of the Licensor’s knowledge, the Software does not infringe upon or violate any intellectual property right of any third party;
6.1.4 the Software does not contain any back door, time bomb, drop dead device or other routine intentionally designed by the Licensor to disable a computer program, or computer instructions that alter, destroy or inhibit the processing environment.
6.2 Except those warranties specified in section 6.1 above, the Software is being delivered to the Licensee “AS IS” and the Licensor makes no warranty as to its use or performance.
The Licensor does not and cannot warrant the performance or results the Licensee may obtain by using the Software. The entire risk arising out of use or performance of the Software remains with the Licensee.
The Licensor gives no warranty, express or implied, that (i) the Software will be of satisfactory quality, suitable for any particular purpose or for any particular use under specified conditions, notwithstanding that such purpose, use, or conditions may be known to the Licensor; or (ii) that the Software will operate error free or without interruption or that any errors will be corrected.
7. LIMITATION OF LIABILITY
In no event will the Licensor be liable for any damages, claims or costs whatsoever or any consequential, indirect, incidental damages, or any lost profits or lost savings, even if the Licensor has been advised of the possibility of such loss, damages, claims or costs or for any claim by any third party.
In no event will the Licensee be liable to the Licensor on condition that the Licensee complies with all terms and conditions stated in this License.
8. NON-WAIVER
If a portion of this agreement is held unenforceable, the remainder shall be valid. It means that if one section of the Agreement is not lawful, the rest of the Agreement is still in force. A party’s failure to exercise any right under this Agreement will not constitute a waiver of (a) any other terms or conditions of this Agreement, or (b) a right at any time thereafter to require exact and strict compliance with the terms of this Agreement.
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