Chilkat Software License
PLEASE READ THIS AGREEMENT BEFORE OPENING THIS SOFTWARE
PACKAGE. IF YOU OPEN THIS PACKAGE OR KEEP IT FOR MORE THAN
THIRTY (30) DAYS, YOU ACCEPT ALL THE TERMS AND CONDITIONS OF
THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS AND
CONDITIONS, DO NOT OPEN THIS SOFTWARE PACKAGE. YOU MAY ONLY
UNLOCK AND/OR USE THE SOFTWARE FOR WHICH YOU HAVE A PAID-UP
LICENSE OR FOR WHICH YOU HAVE LEGALLY RECEIVED AN UNLOCK
KEY.
(1) DEFINITION OF TERMS
"Documentation": any explanatory written or on-line
material including, but not limited to, user guides,
reference manuals and HTML files.
"Licensee": shall refer to the individual licensee, whether
as an individual programmer, company, or other organization.
"Software": All material in this distribution including, but
not limited to, one or more of the following: source code,
object code, byte code, dynamic-link libraries, shared
libraries, static libraries, header files, executables,
scripts, sample programs, utility programs, makefiles and
Documentation.
"Licensed Software": the Software for which Licensee has
paid the applicable license fee and received an authorized
unlock key.
"Software Application Programming Interface ("API")": the
set of access methods, whether provided by Chilkat Software,
third parties, or developed by Licensee, through which the
programmatic services provided by the Licensed Software are
made available.
"Application" or "Your Application" means a software application
that You develop which incorporates all or parts of the
Licensed Software.
The Licensed Software contains certain runtime libraries and
files intended for duplication and distribution by Licensee
within End User Software Products to the user(s) of the End
User Software Product(s) (the "Redistributable Components").
The Redistributable Components are those files specifically
designated as being distributable as part of the Licensed
Software.
SPECIAL LIMITED TERM EVALUATION LICENSE
If Licensee has downloaded a copy of the Software
for evaluation purposes, Chilkat Software, Inc. ("Chilkat")
grants to Licensee, subject to the terms of this
License Agreement (excluding Section 3, under which Licensee
has no rights) a non-exclusive, non- transferable, non-
concurrent limited internal use license for evaluation
purposes only. This license is for a period of thirty (30)
days, commencing from Licensee's initial downloading
date, to evaluate the Software. If the Software is
acceptable, Licensee agrees to promptly notify his Chilkat
Sales Representative. Otherwise, Licensee shall immediately
cease any further use of the Software.
(2) GENERAL
The Software is owned by Chilkat Software, Inc. ("Chilkat")
and is protected by U.S. copyright laws and other laws and
by international treaties. It is intended for use by a
software programmer who has experience using development
tools and class libraries.
(3) DEVELOPER LICENSE GRANTS
The specific license level selected by you at the time of purchase
or most recent upgrade determines whether the license applies to
(a) a single named developer, (b) a small group of up to 4 developers,
or (c) a team of up to 8 developers.
Subject to the terms and conditions of this Agreement, Chilkat grants to
Licensee the perpetual, non-exclusive, non-transferable, royalty-free
license to integrate the Licensed Software into Your Applications and to distribute
such Licensed Software in connection with said Applications, provided that
(a) said Applications do not in any way compete with the Licensed Software,
or provide substantially the same functionality as the Licensed Software,
or expose the functionality of the Licensed Software through a programmable interface;
(b) each of Your Applications developed using
Licensed Software is designed for end users, rather than for developers who would
be able to build other software that would compete with the Licensed Software,
and (c) You do not permit further distribution of the Licensed Software
by Your end users.
For each License Key provided to You by Chilkat, depending on the specific license
level selected by you at the time of purchase or most recent upgrade, You are granted
a nonexclusive License to make the Licensed Software and/or the License Key(s) available
to the specified number of Your named developers. Should the number of named developers
with access to the Licensed Software and/or the License Key(s) ever exceed the number
indicated at the time of original purchase or most recent upgrade, You agree to inform Chilkat
of such change and to upgrade Your License accordingly by paying an upgrade fee to Chilkat
in a timely manner.
A "1 Developer License" which may also be referred to as "Single Developer License" means that only
one named individual developer employed by You may be given access to the Licensed Software and/or
the License Key(s) for the sole purpose of developing and maintaining Your Applications. For as long
as this specific individual developer is employed or engaged by You in any capacity whatsoever whereby
he or she may access the Licensed Software and/or the License Key(s), no other developer may be given
access to the Licensed Software and/or the License Key(s). Should said individual developer leave
Your employ and cease any professional association with You, or otherwise relinquish any and all access
the Licensed Software and/or the License Key(s), a new named individual developer may then take his
or her place and be given access to the Licensed Software and/or the License Key(s).
A "Team License" or "Small Group License" is equivalent to a specified number of single developer licenses.
For example a "4 Developers Small Group License" is equivalent to 4 single developer licenses.
The number of developers in a team identifies the maximum number of the named individual developers
employed by You who may be given access to the Licensed Software and/or the License Key(s) for the
sole purpose of developing and maintaining Your Applications. For as long as the allowed maximum
number of named individual developers are employed or engaged by You in any capacity whatsoever
whereby these named individual developers may access the Licensed Software and/or the License Key(s),
no other developer may be given access to the Licensed Software and/or the License Key(s).
Should any single named individual developer leave Your employ and cease any professional
association with You, or otherwise relinquish any and all access the Licensed Software and/or the
License Key(s), a new named individual developer may then take his or her place and be given
access to the Licensed Software and/or the License Key(s), whereby the total number of
said named developers would not exceed the licensed team size.
Licensee has no rights to use the Licensed Software beyond those specifically granted
in this section.
(4) LICENSE RESTRICTIONS
EXPORT CONTROLS: If the Software is for use outside the
United States of America, Licensee agrees to comply with all
relevant regulations of the United States Department of
Commerce and with the United States Export Administration
Act to insure that the Software is not exported in violation
of United States law.
Notwithstanding any provisions in this Agreement to the
contrary, Licensee may not distribute any portion of the
Software other than the Redistributable Components.
In addition, Licensee may not decompile, disassemble, or
reverse engineer any object code form of any portion of the
Software.
(5) TITLE
Licensee acknowledges and agrees that all right, title and
interest in and to the Software, including all intellectual
property rights therein, are the property of Chilkat,
subject only to the licenses granted to Licensee under this
Agreement. This Agreement is not a sale and does not
transfer to the Licensee any title or ownership in or to the
Software or any patent, copyright, trade secret, trade name,
trademark or other proprietary or intellectual property
rights related thereto.
(6) NON-TRANSFERABILITY
Except for Licensee's rights to distribute the
Redistributable Components, Licensee may not rent, transfer,
assign, sublicense or grant any rights in the Software, in
full or in part, to any other person or entity without
Chilkat's written consent, except that this agreement may be
assigned to a successor of Licensee in the case that all or
substantially all of the assets or equity of Licensee are
acquired by the successor.
(7) LIMITED WARRANTIES
Chilkat warrants to Licensee that the Licensed Software will
substantially perform the functions described in the
Documentation for a period of thirty (30) days after the
date of delivery of the Licensed Software to Licensee.
Chilkat's sole and exclusive obligation, and Licensee's sole
and exclusive remedy, under this warranty is limited to
Chilkat's using reasonable efforts to correct material,
documented, reproducible defects in the Licensed Software
that Licensee describes and documents to Chilkat during the
thirty (30) day warranty period. In the event that Chilkat
fails to correct a material, documented, reproducible defect
during this period, Chilkat may, at Chilkat's discretion,
replace the defective Licensed Software or refund to
Licensee the amount that Licensee paid Chilkat for the
defective Licensed Software and cancel this Agreement and
the licenses granted herein. In such event, Licensee agrees
to return to Chilkat all copies of the Licensed Software
(including the original).
EXCEPT AS EXPRESSLY SET FORTH ABOVE, CHILKAT EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES,
EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE, NON-INFRINGEMENT,
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, RESULTS, OR OTHERWISE
(8) LIMITATION OF LIABILITY
IN NO EVENT SHALL CHILKAT BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, SPECIAL,
INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS, REVENUES,
DATA OR OTHER ECONOMIC ADVANTAGE) WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER LEGAL THEORY,
EVEN IF CHILKAT WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING THE FOREGOING,
THE TOTAL AMOUNT OF CHILKAT'S LIABILITY TO LICENSEE SHALL BE LIMITED TO THE AMOUNT USER PAID
FOR THE USE OF THE SOFTWARE, IF ANY.
(9) TERMINATION
Chilkat reserves the right, at its sole discretion, to
terminate this Agreement upon written notice if Licensee has
breached the terms and conditions hereof. Licensee may
terminate this Agreement at any time by ceasing to use the
Licensed Software and by destroying all copies of the
Licensed Software (including the original). Sections 4, 5,
6, 7, 8, 9 and 10 survive any termination of this Agreement
and apply fully to any termination. Unless terminated as
provided herein by either party, this Agreement shall remain
in effect. Termination will not affect end user licenses of
the End User Software Product which contain the
Redistributable Components which were distributed by
Licensee prior to termination.
(10) MISCELLANEOUS
Applicable Law and Jurisdiction. This Agreement will be
governed by and construed in accordance with the laws of the
State of Illinois without regard to conflict of laws
principles and without regard to the 1980 U.N. Convention on
Contracts for the International Sale of Goods. The federal
and state courts of Illinois shall have exclusive
jurisdiction and venue to adjudicate any dispute arising out
of this Agreement, and Licensee expressly consents to (i)
the personal jurisdiction of the state and federal courts of
Illinois, and (ii) service of process being effected upon
Licensee by registered mail.
Limitation of Actions. No action, regardless of form, may be
brought by either party more than twelve (12) months after
the cause of action has arisen. No such claim may be brought unless
Chilkat has first been given commercially reasonable notice,
a full written explanation of all pertinent details
(including copies of all materials), and a good faith
opportunity to resolve the matter.
Invalidity and Waiver. Should any provision of this
Agreement be held by a court of law to be illegal, invalid,
or unenforceable, the legality, validity, and enforceability
of the remaining provisions of this Agreement will not be
affected or impaired thereby. The failure of any party to
enforce any of the terms or conditions of this Agreement,
unless waived in writing, will not constitute a waiver of
that party's right to enforce each and every term and
condition of this Agreement.
U.S. Government Restricted Rights. The Licensed Software is
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
252.227-7013 or subparagraphs (c) (1) and (2) of the
Commercial Computer Software Restricted Rights at 48 CFR
52.227- 19, as applicable. Manufacturer is Chilkat Software,
Inc., 1719 E Forest Ave, Wheaton, Illinois 60187 USA.
LICENSEE ACKNOWLEDGES THAT HE HAS READ THIS AGREEMENT,
UNDERSTANDS IT AND AGREES TO BE BOUND BY ITS TERMS AND
CONDITIONS. LICENSEE FURTHER AGREES THAT IT IS THE COMPLETE
AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN LICENSEE
AND CHILKAT WHICH SUPERSEDES ANY PROPOSAL OR PRIOR OR
CONTEMPORANEOUS AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER
COMMUNICATIONS RELATING TO THE SUBJECT MATTER OF THIS
AGREEMENT