Independentsoft License Agreement
PLEASE READ THIS CONTRACT CAREFULLY. BY USING ALL OR ANY PORTION OF THE SOFTWARE YOU ACCEPT ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT. YOU AGREE THAT THIS AGREEMENT IS ENFORCEABLE LIKE ANY WRITTEN NEGOTIATED AGREEMENT SIGNED BY YOU. IF YOU DO NOT AGREE, DO NOT INSTALL OR OTHERWISE USE THIS SOFTWARE. IF YOU ACQUIRED THE SOFTWARE WITHOUT AN OPPORTUNITY TO REVIEW THIS LICENSE AND YOU DO NOT ACCEPT THIS AGREEMENT, YOU MUST IMMEDIATELY CEASE AND DESIST USING THE SOFTWARE AND MAY RETURN IT, WITH PROOF OF PAYMENT, TO THE LOCATION FROM WHICH IT WAS OBTAINED FOR A FULL REFUND OF THE AMOUNT YOU ORIGINALLY PAID.
This License Agreement ("Agreement") is a legal agreement between Independentsoft ("Independentsoft"), and you, the user ("Licensee"), and is effective the date Licensee installs, downloads, copies or otherwise Uses any Independentsoft product in whole or in part ("Software"). "Use", "Uses" or "Used" means to access any of the files that are included with the Software, to develop an application that makes use of the Software, to consult any of the documentation included with the Software, or to otherwise benefit from using the Software.
The Software is licensed, not sold. If Licensee has legitimately obtained a registered license from Independentsoft or an authorized reseller, Licensee is considered to be an authorized ("Authorized") licensee.
The Software includes certain binary file ("Redistributable File") intended for duplication and distribution by a Licensee that is Authorized.
1. GRANT OF LICENSE
Independentsoft grants Licensee a royalty-free, non-exclusive license to Use the Software to develop and distribute your own software applications that use the Software as a runtime component differ based on the designation of the product licensing option you have purchased:
1 (a). TRIAL OR EVALUATION LICENSE. If the product you have downloaded or otherwise obtained is marked as "Trial Software" or "Evaluation Version", the following terms apply: you may install the Software for development of testing purposes for a period of 60 calendar days from the date of installation ("Evaluation Time"). Upon expiration of the Evaluation Time, the Software must be erased from the computers it was installed on and all copies destroyed. Under no circumstances should trial software be used for commercial purposes. Trial software may contain mechanisms that inhibit its ability to function at a later date. It is your responsibility to ensure that any applications you create do not use trial software as a runtime component and their ability to function at a later date is not inhibited or diminished.
1 (b). 1 DEVELOPER LICENSE. If Licensee is Authorized and has purchased a "1 developer" license, the Software may be Used by 1 developer on any number of computers. All distribution conditions specified in section 2 apply in this case.
1 (c). UNLIMITED DEVELOPER LICENSE. If Licensee is Authorized and has purchased an "Unlimited developer" license, the Software may be Used by any number of software developers on any number of computers within the limits of one company or organization. All distribution conditions specified in section 2 apply in this case.
1 (d). BLUEPRINT EDITION LICENSE. If Licensee is Authorized and has purchased a "Blueprint edition" license, the Software may be Used by any number of software developers on any number of computers within the limits of one company or organization. Independentsoft grants Licensee the non-exclusive license to view and modify the Source Code. If Licensee troubleshoots the Source Code, Licensee may compile the corrected source code and use and distribute the resulting object code solely as a replacement for the corresponding Redistributable File the Source Code compiles into.
The foregoing license is subject to the following conditions:
(i) Licensee may not distribute or disclose the Source Code, or any portions or modifications or derivative works thereof, to any third party, in source code form;
(ii) Licensee acknowledges that the Source Code contains valuable and proprietary trade secrets of Independentsoft, and agrees to expend every effort to insure its confidentiality;
(iii) Under no circumstances may the Source Code be used, in whole or in part, as the basis for creating a product that provides the same, or substantially the same, functionality as any Independentsoft product;
(iv) If Licensee distributes a compiled version of the corrected Source Code or portions thereof, Licensee must distribute it in accordance with the conditions listed in section 2 regarding the distribution of the Redistributable File.
2. ROYALTY-FREE DISTRIBUTION
If Licensee is Authorized, Independentsoft grants Licensee the non-exclusive, royalty-free license to duplicate and distribute the Redistributable File. The foregoing license is subject to the following conditions: If Licensee distributes the Redistributable File, Licensee agrees to:
(i) distribute the Redistributable File only in conjunction with and as part of Licensee's software products;
(ii) not supply any means by which end users could incorporate the Software or portions thereof in their own products;
(iii) not use Independentsoft's name, logo or trademarks to market a software product;
(iv) include a valid copyright notice on Licensee's software product;
(v) indemnify, hold harmless, and defend Independentsoft from and against any claims or lawsuits, including attorney's fees, that arise or result from the use and distribution of Licensee's software product; and
(vi) not permit further distribution of the Redistributable File by end user(s) of Licensee's software product.
Licensee acknowledges that the Software, in source code form, remains a confidential trade secret of Independentsoft and therefore Licensee agrees that it shall not modify, decompile, disassemble or reverse engineer the Software or attempt to do so. Licensee agrees to refrain from disclosing the Software (and to take reasonable measures with its employees to ensure they do not disclose the Software) to any person, firm or entity except as expressly permitted herein.
Licensee may not Use, copy, modify, translate, or transfer the Software, documentation, or any of the files included with the Software except as expressly defined in this agreement. Licensee may not attempt to unlock or bypass any "copy-protection", licensing or authentication algorithm utilized by the Software. Licensee may not remove or modify any copyright notice. Licensee may not rent or lease the Software. Violations will be prosecuted to the maximum extent possible under the law.
5. LIABILITY DISCLAIMER
The Software is provided as is, without any representation or warranty of any kind, either express or implied, including without limitation any representations or endorsements regarding the use of, the results of, or performance of the product, its appropriateness, accuracy, reliability, or correctness. The entire risk as to the use of this product is assumed by Licensee. Independentsoft does not assume liability for the use of this Software beyond its original purchase price. In no event will Independentsoft be liable for additional direct or indirect damages including any lost profits, lost savings, or other incidental or consequential damages arising from any defects, or the use or inability to use the Software, even if Independentsoft has been advised of the possibility of such damages.
6. AGREEMENT TERMS
This Agreement is effective until terminated. Licensee may terminate it by destroying the Software, all the Redistributable File Licensee may have distributed, the documentation and copies thereof. This license will also terminate if Licensee fails to comply with any terms or conditions of this Agreement. Licensee agrees upon such termination to destroy all copies of the Software or return them to Independentsoft for disposal.
7. PARTIES BOUND
If Licensee is executing this Agreement on behalf of an entity, then Licensee represents he or she has the authority to execute this agreement on behalf of such entity.
The Software is copyrighted under the laws of Germany and international treaty provisions. Notwithstanding the copyright, the Software contains trade secrets and confidential information of Independentsoft. You agree not to disclose or otherwise make available any part of the Software to any third party on any basis, other than as set forth in section 1.
This Agreement shall be interpreted, construed, and enforced according to the laws of the Province of Baden-Württemberg, Germany. In the event of any action under this Agreement, the parties agree that courts located in Baden-Württemberg, Germany will have exclusive jurisdiction and that a suit may only be brought in courts located in Baden-Württemberg, Germany and Licensee submits itself for the jurisdiction and venue of the courts located in Baden-Württemberg, Germany.
This Agreement constitutes the entire agreement and understanding of the parties and may be modified only in writing signed by both parties. No officer, salesman or agent has any authority to obligate Independentsoft by any terms, stipulations or conditions not expressed in the Agreement.
If any portion of this Agreement is determined to be legally invalid or unenforceable, such portion will be severed from this Agreement and the remainder of the Agreement will continue to be fully enforceable and valid.