IMPORTANT INFORMATION ABOUT YOUR RIGHTS, OBLIGATIONS AND THE USE OF YOUR DATA - READ AND AGREE BEFORE COPYING, INSTALLING OR USING
This Agreement forms a legally binding contract between you, or the company or other legal entity (“Legal Entity”) for which you represent and warrant that you have the legal authority to bind that Legal Entity, are agreeing to this Agreement (each, “You” or “Your”) and EDI Fabric Limited, registered in England and Wales with company number 08248816 (collectively “EdiFabric”) regarding Your use of the Materials. By copying, installing, distributing, publicly displaying, or otherwise using the Materials, You agree to be bound by the terms of this Agreement. If You do not agree to the terms of this Agreement, do not copy, install, distribute, publicly display, or use the Materials. You affirm that You are 18 years old or older or, if not, Your parent, legal guardian or Legal Entity must agree and enter into this Agreement.
1. LICENSE DEFINITIONS:
A. "Materials" are defined as the software, documentation and license key codes (if applicable), and other materials, including any modifications, updates and upgrades thereto, that are provided to You under this Agreement. Materials also include any Redistributables, and Source Code as defined below but do not include Third Party Programs.
B. "Redistributables" (if any) are the files that may be included in the Materials, excluding ALL Source Code.
C. “Source Code” is defined as the software (and not documentation or text) portion of the Materials provided in human readable format, including C# and XSD files, and includes modifications to the Source Code that You make or are made on Your behalf as expressly permitted under the terms of this Agreement.
D. “Your Product” means one or more applications or products developed by or for You using the Materials.
2. LICENSE GRANT:
2.1 Subject to the terms and conditions of this Agreement, and timely payment of any fees (if applicable), EdiFabric grants You a non-exclusive, worldwide, perpetual (subject to Section 11 below), nonassignable (except as expressly permitted hereunder), limited right and license under its copyrights, to:
(1) reproduce copies of the Materials for Your internal business use in accordance with the documentation included as part of the Materials, and subject to the applicable license rights and restrictions specified in Section 3 below; provided, however, that this license does not include the right to sublicense and may only be exercised by You or Your employees;
(2) use the Materials solely for Your internal business use to develop Your Product, in accordance with the applicable license rights and restrictions specified in Section 3 below and the documentation or text files included as part of the Materials;
provided, however, that this license does not include the right to sublicense and may only be exercised by You or Your employees;
(3) modify or create derivative works of the Materials, or any portions thereof, that are provided in Source Code form, provided, however, that this license does not include the right to sublicense and may be exercised only by You or Your employees;
(4) publicly perform, display, and distribute (directly and through Your distributors, resellers and other channel partners) or otherwise make publicly available the Redistributables, including any modifications to or derivative works of the Redistributables made pursuant to Section 2.1(3), or any portions thereof, subject to the following restrictions:
(i) any distribution of the Redistributables must only be as part of Your Product which must add significantly more functionality than the Redistributables themselves;
(ii) any additional restrictions which may appear in Section 3 below;
(iii) the license under Section 2.1(4) includes the right to sublicense the Redistributables, but the sublicense rights are limited to sublicensing of any EdiFabric copyrights in the Redistributables and only to the extent necessary to perform, display, and distribute the Redistributables (including Your modifications and derivative works thereto) solely as incorporated in Your Product. IF YOU RECEIVED THE MATERIALS FOR EVALUATION, YOU HAVE NO RIGHTS TO DISTRIBUTE THE REDISTRIBUTABLES, INCLUDING WITHOUT LIMITATION, ANY PORTIONS, MODIFICATIONS OR DERIVATIVE WORKS.
(iv) Distribution of the Redistributables is also subject to the following limitations: You (a) will be solely responsible to Your customers for any update, support obligation or other liability which may arise from the distribution, (b) will not make any statement that Your Product is "certified" or that its performance is guaranteed by EdiFabric, (c) will not use EdiFabric's name or trademarks to market Your Product without written permission from EdiFabric, (d) will indemnify, hold harmless, and defend EdiFabric and its suppliers from and against any claims or lawsuits, including attorney's fees, that arise or result from Your modifications, derivative works or Your distribution of Your Product.
EdiFabric expressly does not grant You a patent license in this Agreement to any modifications or derivative works of the Materials, whether made by You, Your contractor, Your customer, or any other third party in creating the derivative works even to the extent creation of derivative works is permitted under Section 2.1(3) above.
3. LICENSE CONDITIONS:
A. If You are an entity, each of Your employees and Your contractors may use the Materials as specified in Section 2 above, provided: (i) their use of the Materials is solely on behalf of and in support of Your business, (ii) they agree to the terms and conditions of this Agreement, and (iii) You are solely responsible for their use of the Materials.
B. If Your Product is a software development library, then attribution (if any), as specified in the product release notes of the corresponding Materials shall be displayed prominently in Your Product’s associated documentation and on the web site (if any) for Your Product.
C. Except as expressly provided in this Agreement, You may NOT: (i) use, copy, distribute, or publicly display the Materials; (ii) rent or lease the Materials to any third party; (iii) assign this Agreement or transfer the Materials; (iv) modify, adapt, or translate the Materials in whole or in part; (v) reverse engineer, decompile, or disassemble the Materials; (vi) attempt to modify or tamper with the normal function of any license manager that may regulate usage of the Materials; (vii) distribute, sublicense or transfer the Source Code form of any components of the Materials or derivatives thereof to any third party; (viii) distribute Redistributables except as part of a larger program that adds significant primary functionality different from that of the Redistributables; (ix) include the Redistributables in malicious, deceptive, or unlawful programs or products; or (x) modify, create a derivative work, link, or distribute the Materials so that any part of it becomes subject to an Open Source License.
D. If You obtained the Materials under this license, You may (a) install the Materials on an unlimited number of computers, that are connected to the designated network and (b) use the Materials by unlimited number of individual users, throughout Your enterprise (c) for unlimited time. If You obtained the Materials pursuant to evaluation, You may use the Materials only for internal evaluation purposes
E. MATERIALS TRANSFER: You may permanently transfer the Materials you received pursuant to a license type listed in Section 4(D) above, and all of Your rights under this Agreement, to another party (“Recipient”) solely in conjunction with a change of ownership, merger, acquisition, sale or transfer of all or substantially all of Your business or assets, either voluntarily, by operation of law or otherwise subject to the following: You must notify EdiFabric of the transfer (i) identifying the legal entities of Recipient and You, (ii) identifying the Materials (i.e., the specific EdiFabric software and version) and the associated serial numbers to be transferred, (iii) certifying that You retain no copies of the Materials or portions thereof, (iv) certifying that the Recipient has agreed in writing to be bound by all of the terms and conditions of this Agreement, (v) certifying that the Recipient has been notified that in order to receive support from EdiFabric for the Materials they must notify EdiFabric of the transfer and provide EdiFabric with the information specified in subsection (ii) above along with the name and email address of the individual assigned to use the Materials, and (vi) providing Your email address so that EdiFabric may confirm receipt of Your letter.
A. Data Collection: EdiFabric has collected or will collect personal information from You (such as email) in order to contact You regarding updates to the Materials, and regarding Your experience with obtaining, installing and otherwise using Materials, including sending You surveys to obtain the aforementioned information.
B. Revoking Consent to Data Collection: You can revoke Your consent to this collection of personal information at any time by clicking on the link to “unsubscribe” at the bottom of any communication from EdiFabric related to the Materials which will allow You to opt-out of receiving future messages related to the Materials.
C. EdiFabric’s Privacy Notice: EdiFabric is committed to respecting Your privacy. To learn more about EdiFabric’s privacy practices, please read http://www.edifabric.com/files/privacypolicy.pdf.
5. OWNERSHIP: Title to the Materials and all copies thereof remain with EdiFabric or its suppliers. The Materials are protected by intellectual property rights, including without limitation international treaty provisions. You will not remove any copyright or other proprietary notice from the Materials. You agree to prevent any unauthorized copying of the Materials. Except as expressly provided herein, no license or right is granted to You directly or by implication, inducement, estoppel or otherwise; specifically EdiFabric does not grant any express or implied right to You under EdiFabric patents, copyrights, trademarks, or trade secrets.
6. NO WARRANTY AND NO SUPPORT: Disclaimer. EdiFabric disclaims all warranties of any kind and the terms and remedies provided in this Agreement are instead of any other warranty or condition, express, implied or statutory, including those regarding merchantability, fitness for any particular purpose, non-infringement or any warranty arising out of any course of dealing, usage of trade, proposal, specification or sample. EdiFabric does not assume (and does not authorize any person to assume on its behalf) any other liability. EdiFabric may make changes to the Materials, or to items referenced therein, at any time without notice, but is not obligated to support, update or provide training for the Materials. EdiFabric may in its sole discretion offer such support, update or training services under separate terms at EdiFabric’s then-current rates. You may request additional information on EdiFabric’s service offerings from an EdiFabric sales representative.
7. LIMITATION OF LIABILITY: Neither EdiFabric nor its suppliers shall be liable for any damages whatsoever (including, without limitation, damages for loss of business profits, business interruption, loss of business information, or other loss) arising out of the use of or inability to use the Materials, even if EdiFabric has been advised of the possibility of such damages. Because some jurisdictions prohibit the exclusion or limitation of liability for consequential or incidental damages, the above limitation may not apply to you.
8. UNAUTHORIZED USE: The Materials are not designed, intended, or authorized for use in any type of a system or application in which the failure of the Materials could create a situation where personal injury or death may occur (e.g., life sustaining or lifesaving systems). Should You use the Materials for any such unintended or unauthorized use, You hereby indemnify, defend, and hold EdiFabric and its officers, subsidiaries and affiliates harmless against all claims, costs, damages, expenses, and reasonable attorney fees arising out of, directly or indirectly, such use and any claim of product liability, personal injury or death associated with such unintended or unauthorized use, even if such claim alleges that EdiFabric was negligent regarding the design or manufacture of the Materials.
9. USER SUBMISSIONS: This Agreement does not obligate You to provide EdiFabric with materials, information, comments, suggestions or other communication regarding the Materials. However, You agree that any material, information, comments, suggestions or other communication You transmit or post to an EdiFabric website or an EdiFabric email, or provide to EdiFabric under this Agreement are not controlled by the International Traffic in Arms Regulations (ITAR) or the Export Administration Regulation (EAR), and if related to the features, functions, performance or use of the Materials are deemed non-confidential and non-proprietary ("Communications"). EdiFabric will have no obligations with respect to the Communications. You hereby grant to EdiFabric a non-exclusive, perpetual, irrevocable, royalty-free, copyright license to copy, modify, create derivative works, publicly display, disclose, distribute, license and sublicense through multiple tiers of distribution and licensees, incorporate and otherwise use the Communications and all data, images, sounds, text, and other things embodied therein, including derivative works thereto, for any and all commercial or non-commercial purposes. You are prohibited from posting or transmitting to or from an EdiFabric website or provide to EdiFabric any unlawful, threatening, libelous, defamatory, obscene, pornographic, or other material that would violate any law. If You wish to provide EdiFabric with information that You intend to be treated as confidential information, EdiFabric requires that such confidential information be provided pursuant to a non-disclosure agreement (“NDA”), so please contact Your EdiFabric representative to ensure the proper NDA is in place. Nothing in this Agreement will be construed as preventing EdiFabric from reviewing Your Communications and errors or defects in EdiFabric products discovered while reviewing Your Communications. Furthermore, nothing in this Agreement will be construed as preventing EdiFabric from implementing independently developed enhancements to EdiFabric’s own error diagnosis methodology to detect errors or defects in EdiFabric products discovered while reviewing Your Communications or to implement bug fixes or enhancements in EdiFabric products. The foregoing may include the right to include Your Communications in regression test suites.
10. TERMINATION OF THIS LICENSE: This Agreement becomes effective on the date You accept this Agreement and will continue until terminated as provided for in this Agreement. EdiFabric may terminate this license immediately if You are in breach of any of its terms and conditions. Upon termination, You will immediately return to EdiFabric or destroy the Materials and all copies thereof. In the event of termination of this Agreement, the license grant to any Materials or Redistributables distributed by You in accordance with the terms and conditions of this Agreement, prior to the effective date of such termination, will survive any such termination of this Agreement. Sections 1, 4, 5, 6, 7, 8, 9, 10, and 11 will survive expiration or termination of this Agreement.
11. GENERAL PROVISIONS:
A. ENTIRE AGREEMENT: This Agreement contains the complete and exclusive agreement and understanding between the parties concerning the subject matter of this Agreement, and supersedes all prior and contemporaneous proposals, agreements, understanding, negotiations, representations, warranties, conditions, and communications, oral or written, between the parties relating to the same subject matter. This Agreement, including without limitation its termination, has no effect on any signed non-disclosure agreements between the parties, which remain in full force and effect as separate agreements to their terms. Each party acknowledges and agrees that in entering into this Agreement it has not relied on, and will not be entitled to rely on, any oral or written representations, warranties, conditions, understanding, or communications between the parties that are not expressly set forth in this Agreement. The express provisions of this Agreement control over any course of performance, course of dealing, or usage of the trade inconsistent with any of the provisions of this Agreement. The provisions of this Agreement will prevail notwithstanding any different, conflicting, or additional provisions that may appear on any purchase order, acknowledgement, invoice, or other writing issued by either party in connection with this Agreement. No modification or amendment to this Agreement will be effective unless in writing and signed by authorized representatives of each party, and must specifically identify this Agreement by its title and version (e.g., “End User License Agreement for the Edi Fabric Ltd Products (Version January 2017)). If You received a copy of this Agreement translated into another language, the English language version of this Agreement will prevail in the event of any conflict between versions. EdiFabric may make changes to the Agreement as it distributes new versions of the Materials. When these changes are made, EdiFabric will make a new version of the Agreement available on its website: http://www.edifabric.com/files/eula.pdf
B. GOVERNING LAW, JURISDICTION, AND VENUE: All disputes arising out of or related to this Agreement, whether based on contract, tort, or any other legal or equitable theory, will in all respects be governed by and construed in accordance with the laws of England and Wales. Any dispute which may arise between the parties concerning this EULA shall be determined by the English Courts and the parties hereby submit to the exclusive jurisdiction of the English Courts for such purpose.
C. SEVERABILITY: The parties intend that if a court holds that any provision or part of this Agreement is invalid or unenforceable under applicable law, the court will modify the provision to the minimum extent necessary to make it valid and enforceable, or if it cannot be made valid and enforceable, the parties intend that the court will sever and delete the provision or part from this Agreement. Any change to or deletion of a provision or part of this Agreement under this Section will not affect the validity or enforceability of the remainder of this Agreement, which will continue in full force and effect.
Document Title and Version: End User License Agreement for the Edi Fabric Ltd Products (Version January 2017)