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License Agreement

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License Agreement
for devDept Software products
Version 1.08, Revised November 2, 2007

IMPORTANT: READ CAREFULLY: This License Agreement ("AGREEMENT") is a legal agreement between you (either an individual or a single entity) and devDept Software (“DEVDEPT”) for the materials accompanying this AGREEMENT, which may include computer software, associated media, printed materials, and "on line" or electronic documentation ("Software") and source files, resource files, project and solution files ("Source Code") for Software, collectively "The Product". BY INSTALLING, COPYING OR OTHERWISE USING THE PRODUCT, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT INSTALL, COPY OR USE THE PRODUCT.

The Product is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. DEVDEPT or its suppliers own the title, copyright and other intellectual property rights in The Product. The Product is licensed, not sold.

  1. GRANT OF LICENSE. DEVDEPT grants you the rights described in this AGREEMENT provided that you comply with all the terms and conditions of this AGREEMENT:
    1. General Software License Grant. DEVDEPT grants the use of The Product according to one of the license types below as identified in The Product title. All products are license per machine unless otherwise stated in a supplemental license grant. Installations on additional or alternate machines may be permitted by DEVDEPT as it determines to be reasonable. Licenses purchased for development do not extend to third parties even if the software was developed for that third party. All parties must be licensed individually by DEVDEPT.
      1. Standard/Single Application License. DEVDEPT grants to you one (1) personal, nontransferable, nonexclusive, royalty free license to use copies of The Product and install such Software on one (1) computer and one (1) laptop (i) for your single concurrent internal use, (ii) to design, develop and test a single application.
      2. Developer License. DEVDEPT grants to you one (1) personal, nontransferable, nonexclusive, royalty free license to use copies of The Product and install such Software on one (1) computer and one (1) laptop (i) for your single concurrent internal use, (ii) to design, develop and test any number of applications.
      3. Source Code License. If The Product is labeled as ‘Source Code’, DEVDEPT grants to you one (1) personal, nontransferable, nonexclusive, royalty free license to use the Source Code subject to the terms of section 1(b).
      4. Build License. For all purchases DEVDEPT grants you one (1) license to install the Software on a single build machine. The use on this machine is limited entirely to compiling source code against The Product. Any other use of The Product on such a machine will require a separate license.
    2. General Source Code License Grant. If Source Code accompanies The Product, DEVDEPT grants to you one (1) personal, nontransferable, nonexclusive, royalty free license to the Source Code and install such Source Code on one (1) computer and one (1) laptop (i) for your single concurrent internal use, (ii) to design, develop and test any number of applications that you develop. You may not redistribute the Source Code, or any component thereof, whether modified or not to any third party, or any other employee that has not also executed a signed copy of this AGREEMENT to DEVDEPT and obtained a license to use such Source Code.
    3. Documentation. With respect to electronic and other documentation, you may make any number of copies (either in hard copy or electronic form) provided that such copies shall be used only for internal purposes and are not republished or distributed beyond your premises.
    4. Redistribution.
      1. You are granted a royalty free license to redistribute in binary form any components of The Product explicitly marked as redistributable provided that you provide all technical support for the distribution, you do not allow recipients to disassemble, decompile, or in any other way allowing them to gain separate access to The Product or any part of The Product.
      2. Redistributions in binary form must reproduce the following copyright notice in the documentation and/or other materials provided with The Product: “Portion of copyright © devDept Software. All Rights Reserved.”
      3. The end user documentation included with the redistribution, if any, must include the following acknowledgment: "This product includes software developed by devDept Software (http://www.devdept.com)." Alternately, this acknowledgment may appear in the software itself, if and wherever such third party acknowledgments normally appear. You may optionally exclude this notice with written permission from DEVDEPT.
      4. The name "DEVDEPT" must not be used to endorse or promote products derived from this software without prior written permission. For written permission, please contact sales@devdept.com.
      5. Works derived from The Product may not be called "DEVDEPT", nor may "DEVDEPT" appear in their name, without prior written permission of DEVDEPT.
      6. DEVDEPT is not obligated to provide support for works derived from The Product.
      7. Distribution of the Source Code in any form, with or without modifications, is strictly prohibited.
      8. Distribution of assemblies based on the Source Code may not have a name that begins with DEVDEPT.
    5. Disassembly. You may not reverse engineer, decompile, disassemble or in any other way try to gain access to information regarding the construction of The Software or attempt in any way to circumvent or disable any software protection including but not limited to encryption, copy protect, machine profiling and software enforced limits.
    6. Reservation of Rights. DEVDEPT reserves all rights not expressly granted herein.
  2. DESCRIPTION OF OTHER RIGHTS AND LIMITATIONS
    1. Rental. You may not rent, lease, or lend The Product without express written permission from DEVDEPT.
    2. Termination. Without prejudice to any other rights, DEVDEPT may terminate this AGREEMENT if you fail to comply with the terms and conditions of this AGREEMENT. In such event, you must immediately destroy all copies of The Product, including but not limited to the Source Code, backups and all of its component parts and derived works.
    3. Consideration. (i) For the rights and license granted in this AGREEMENT, including both the General Software License and the General Source Code License, you will pay DEVDEPT the currently published retail price available at http://www.devdept.com or another mutually agreed upon amount to appear on a valid invoice. (ii) Failure to remit payment, chargeback or bounced check will be subject to an additional thirty-five Euro (€35.00 EUR) fee for each incident plus any fees imposed by any banks or service companies in connection with the transaction.
    4. Term. The term of this AGREEMENT shall continue perpetually from the date of purchase unless terminated according to the provisions in section 2(b).
    5. Consent to Use of Data. You agree that DEVDEPT and its affiliates may collect and use technical information, excluding any Confidential Information, gathered as part of The Product support services provided to you, if any, related to the software. DEVDEPT may use this information solely to improve our products or to provide customized services or technologies to you. DEVDEPT may disclose this information, excluding any information explicitly declared as Confidential Information, to others but not in a form that personally identifies you.
    6. Derived Works. You agree that you will not use The Product to develop derived works that offer similar functionality as The Product, expose the features of The Product for use by an unlicensed third party. For a period of six (6) months from the date of purchase, you agree not to create software that might directly compete with DEVDEPT products at the time of the purchase.
  3. SOFTWARE MAINTENANCE AND UPDATES
    1. For a period of sixty (60) days following the purchase of The Product, DEVDEPT will provide same day email support during normal business hours (as published from time to time at http://www.devdept.com).
    2. For a period of thirty (30) days following the purchase of The Product, DEVDEPT may its sole discretion, offer telephone support if an issue cannot be resolved by email.
    3. Beyond the initial sixty (60) days, DEVDEPT is not obligated to provide maintenance, technical support or updates to you for The Product or derived works.
    4. DEVDEPT may, in its sole discretion, provide technical support, updates and/or supplements of the Software and/or related information ("Updates") to you hereunder, in which case such Updates shall also be deemed to be included in The Product and therefore governed by this AGREEMENT, unless other terms of use are provided by DEVDEPT with such Updates.
    5. DEVDEPT is not obligated to, but may at its own option, provide updated versions of the Source Code at no additional fee.
    6. Upgrades. If this copy of The Product is an upgrade from an earlier version of The Product, it is provided to you on a license exchange basis. You agree by your installation and use of such copy of The Product to voluntarily terminate your earlier AGREEMENT and that you will not continue to use the earlier version of The Product or transfer it to another person or entity unless such transfer is otherwise valid according to the terms of this AGREEMENT.
  4. EXPORT RESTRICTIONS. You acknowledge that The Product may be subject to international rules that govern the export of software. You agree to comply with all applicable international and national laws that apply to The Product as well as end-user, end-use and destination restrictions issued by national governments.
  5. INTELLECTUAL PROPERTY RIGHTS. All title and intellectual property rights in and to The Product (including but not limited to any images, photographs, animations, video, audio, music, text and "applets" incorporated into The Product and any copies of The Product that you are expressly permitted to make herein) are owned by DEVDEPT or its suppliers. All title and intellectual property rights in and to the content which may be accessed through use of The Product are the property of the respective content owner and may be protected by applicable copyright or other intellectual property laws and treaties. This AGREEMENT grants you no rights to use such content. All title and intellectual property rights in and to your modifications to The Product are owned by you provided that such modifications are made available to DEVDEPT free of charge and royalty free for inclusion in later releases of The Product. All rights not expressly granted are reserved by DEVDEPT.
  6. NONDISCLOSURE AND NON­COMPETITION
    1. Both parties recognize that the other party may obtain proprietary and/or confidential information (“Confidential Information”) in the course of the business relationship defined herein. Each party therefore agrees that it will not disclose the Confidential Information of the other party to any third party (i) except as provided for in this AGREEMENT or as necessary to pursue and implement the business relationships defined herein; (ii) to its responsible employees and professional advisors with a bona fide need to know and whom are bound by agreement or law to keep such information confidential; (iii) as authorized by the other party in writing or (iv) to the extent required by applicable law, court, or government agency, provided that the disclosing party promptly notifies the other party thereof and cooperates with any efforts by the disclosing party, at the disclosing party’s expense, to limit such disclosure by means of seeking a protective order or requesting confidential treatment.
    2. You shall notify DEVDEPT immediately upon discovery of any unauthorized use or disclosure of confidential information, and will cooperate with DEVDEPT in every reasonable way to help DEVDEPT regain possession of the confidential information and prevent its further unauthorized use or disclosure.
    3. You agree for a period of two (2) years following the first use of The Product that you will not directly or indirectly, either individually or with others, engage or have any interest, as an owner, employee, representative, agent, consultant or otherwise, in any business which sells or creates software similar to The Product. These covenants shall be deemed separate covenants for each and every state, country and other governmental entity covered by the non­compete obligation and in the event the covenant for one or more such jurisdictions is determined to be unenforceable the remaining covenants shall continue to be effective.
    4. You agree to pay, liquidated damages of no less than four (4) times the purchase price or five thousand euros (€5,000.00 EUR) whichever is greater if any violation of section 6 is proved in a court of law or admitted plus any direct, indirect, or actual damages.
  7. LIMITED WARRANTY AND DISCLAIMER
    1. Except with respect to a Trial Version and of The Product, DEVDEPT warrants that, for a period of ninety (90) days from the date of delivery (as evidenced by a copy of your receipt): (i) when used with a recommended hardware configuration, The Product will perform in substantial conformance with the documentation supplied with The Product; and (ii) the physical media on which The Product is furnished, if any, will be free from defects in materials and workmanship under normal use.
    2. DEVDEPT PROVIDES NO REMEDIES OR WARRANTIES, WHETHER EXPRESS OR IMPLIED, FOR THE TRIAL VERSION OF THE SOFTWARE. THE TRIAL VERSION OF THE SOFTWARE IS PROVIDED "AS IS".
    3. DEVDEPT AND ITS SUPPLIERS DISCLAIM ALL OTHER WARRANTIES AND REPRESENTATIONS, WHETHER EXPRESS, IMPLIED, OR OTHERWISE, INCLUDING THE WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. ALSO, THERE IS NO WARRANTY OF NON INFRINGEMENT AND TITLE OR QUIET ENJOYMENT. DEVDEPT DOES NOT WARRANT THAT THE SOFTWARE IS ERRORFREE OR WILL OPERATE WITHOUT INTERRUPTION. NO RIGHTS OR REMEDIES REFERRED TO IN ARTICLE 2A OF THE UCC WILL BE CONFERRED ON YOU UNLESS EXPRESSLY GRANTED HEREIN. THE PRODUCT IS NOT DESIGNED, INTENDED OR LICENSED FOR USE IN HAZARDOUS ENVIRONMENTS REQUIRING FAIL SAFE CONTROLS, INCLUDING WITHOUT LIMITATION, THE DESIGN, CONSTRUCTION, MAINTENANCE OR OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION OR COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL, AND LIFE SUPPORT OR WEAPONS SYSTEMS. DEVDEPT SPECIFICALLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY OF FITNESS FOR SUCH PURPOSES.
    4. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE SOFTWARE, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF DELIVERY.
    5. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY DEVDEPT, ITS DEALERS, DISTRIBUTORS, AGENTS OR EMPLOYEES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF ANY WARRANTY PROVIDED HEREIN.
  8. EXCLUSIVE REMEDY. Your exclusive remedy under the preceding is to return the Software to the place you acquired it, with a copy of your receipt and a description of the problem. Provided that any non­compliance with the above warranty is reported in writing to DEVDEPT no more than ninety (90) days following delivery to you, DEVDEPT will use reasonable commercial efforts to supply you with a replacement copy of The Product that substantially conforms to the documentation, provide a replacement for defective media, or refund to you your purchase price for the Software, at its option. DEVDEPT shall have no responsibility if The Product has been altered in any way, if the media has been damaged by misuse, accident, abuse, modification or misapplication, or if the failure arises out of use of the Software with other than a recommended hardware or software configuration. Any such misuse, accident, abuse, modification or misapplication of the Software will void the warranty above. THIS REMEDY IS THE SOLE AND EXCLUSIVE REMEDY AVAILABLE TO YOU FOR BREACH OF EXPRESS OR IMPLIED WARRANTIES WITH RESPECT TO THE SOFTWARE AND RELATED DOCUMENTATION.
  9. LIMITATION OF LIABILITY
    1. NEITHER DEVDEPT NOR ITS SUPPLIERS SHALL BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, COVER OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR THE INABILITY TO USE EQUIPMENT OR ACCESS DATA, LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION OR THE LIKE), ARISING OUT OF THE USE OF, OR INABILITY TO USE, THE SOFTWARE AND BASED ON ANY THEORY OF LIABILITY INCLUDING BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF DEVDEPT OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
    2. DEVDEPT'S TOTAL LIABILITY TO YOU FOR ACTUAL DAMAGES FOR ANY CAUSE WHATSOEVER WILL BE LIMITED TO THE GREATER OF €50.00 EUR OR THE AMOUNT PAID BY YOU FOR THE PRODUCT THAT CAUSED SUCH DAMAGE.
    3. THE FOREGOING LIMITATIONS ON LIABILITY ARE INTENDED TO APPLY TO THE WARRANTIES ANDDISCLAIMERS ABOVE AND ALL OTHER ASPECTS OF THIS AGREEMENT.
  10. INDEMNITY. You agree to hold DEVDEPT harmless against, and at your expense handle and defend, any claim and defend any suit brought against you based upon an allegation that the use of The Product furnished pursuant to this AGREEMENT constitutes an infringement of any patent or any copyright or other proprietary or intellectual property right. You shall pay all damages and costs awarded in such suit.
  11. NO WAIVER. No action taken by either party pursuant to this AGREEMENT, and no waiver by either party, whether express or implied, of any provision or right in this AGREEMENT or any breach thereof, and no failure of either party to exercise or enforce any of its rights under this AGREEMENT, will constitute a continuing waiver with respect to such provision or right or as a breach or waiver or any other provision or right, whether or not similar.
  12. SEVERABILITY. If any covenant or provision of the AGREEMENT is determined to be void or unenforceable in whole or part, then such void or unenforceable covenant or provision shall be deleted from this AGREEMENT and shall not effect or impair the enforceability or validity of any other covenant or provision of this AGREEMENT or any part thereof.
  13. GOVERNING LAW. This AGREEMENT is governed by and interpreted in accordance with the laws of Italy. Any controversy arising from this agreement will be subject to the exclusive jurisdiction of the Court of Bologna, Italy. For all herein expressly not provided for, the provisions of Italian law are in force.
  14. FURTHER INSTRUMENTS. Except as otherwise expressly provided in this Agreement, each party shall furnish to the other (and shall deliver and cause to be executed, acknowledged and delivered to the other) any further instruments, which such other party may reasonably require or deem necessary from time to time to evidence, establish, protect, enforce, defend or secure to such other party any or all of its rights hereunder or to more effectuate or carry out the purposes, provisions or intent of this Agreement.
  15. CAPTIONS. All indexes, titles, subject headings, section titles, and similar items are provide for the purpose of reference and convenience and are not intended to be inclusive, definitive, or to affect the meaning or scope of this Agreement.
  16. ENTIRE AGREEMENT. This AGREEMENT is the entire agreement between you and DEVDEPT relating to The Product and the support services (if any) and it supersedes all prior or contemporaneous oral or written communications, proposals and representations with respect to The Product or any other subject matter covered by this AGREEMENT. To the extent the terms of any DEVDEPT policies or programs for support services conflict with the terms of this AGREEMENT, the terms of this AGREEMENT shall control.
 
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