Softmatic EULA for Developer Components

End-User License Agreement (EULA) for Developer Components

Copyright 1991-2014 Softmatic GmbH. All rights reserved.

I. PREAMBLE

This EULA ("License") is a legal agreement between you ("Purchaser", "you", either an individual or a single entity) and Softmatic GmbH of Berlin, Germany, ("Softmatic") for all Softmatic developer libraries, controls, components, source code, documentation and sample code ("Product").

Softmatic grants you the personal, non-exclusive, non-transferable right to install and use the Product for the sole purpose of designing, developing, testing, and deploying application programs ("Software"). By installing, copying, or otherwise using the Product, you agree to be bound by the terms of this License. If you do not agree to any part of the terms of this License, do not install, use, replicate, distribute the Product in parts or in total.

Softmatic will only grant this License if you obtained the Product directly from Softmatic or through an authorized reseller.

II. RIGOROUS ENFORCEMENT OF INTELLECTUAL PROPERTY RIGHTS

If the licensed right of use for this Product is purchased by you with any intent to reverse engineer, decompile, create derivative works, and the exploitation or unauthorized transfer of any of Softmatic's intellectual property and trade secrets, to include any exposed methods or source code where provided, no licensed right of use shall exist, and any products created as a result shall be judged illegal by definition of all applicable law. Any sale or resale of intellectual property or created derivatives so obtained will be prosecuted to the fullest extent of all local, federal and international law.

1. GRANT OF LICENSE

The Product is licensed, not sold. Softmatic grants the use of the Product according to one of the license types below.

1.1 IN-HOUSE LICENSE

The Product is licensed for two developer seats. This means that two individuals can use or otherwise access the Product for development purposes on their computers.

You are hereby granted a limited, royalty-free, right to use the Product to design, develop, and test Software, on the expressed condition that, and only for so long as, you fully comply with all terms and conditions of this License. You are also allowed to distribute the Software inside your organization or to a single client of your organization.

When you distribute the Software, you adhere to the following terms: a) You may not resell, rent, lease or distribute the Software alone. The Product must be distributed as a component of an application and bundled with an application or with the application's installation files. The Product may only be used as part of, and in connection with, the bundled application. b) You may not resell, rent, lease or distribute the Product in any way that would compete with Softmatic. c) You must include the following copyright notice "Portions (c)1991-2014 Softmatic GmbH, Berlin, Germany. All rights reserved." in your Software documentation and/or in the "About Box" of your Software. d) You may use the Product only to create Software that is significantly different than the Product.

1.2 SMALL BUSINESS LICENSE

The Product is licensed for two developer seats. This means that two individuals can use or otherwise access the Product for development purposes on their computers.

You are hereby granted a limited, royalty-free, right to use the Product to design, develop, and test Software, on the expressed condition that, and only for so long as, you fully comply with all terms and conditions of this License. You are also allowed to distribute the Software inside or outside your organization to an unlimited number of end-users.

When you distribute the Software, you adhere to the following terms: a) You may not resell, rent, lease or distribute the Software alone. The Product must be distributed as a component of an application and bundled with an application or with the application's installation files. The Product may only be used as part of, and in connection with, the bundled application. b) You may not resell, rent, lease or distribute the Product in any way that would compete with Softmatic. c) You must include the following copyright notice "Portions (c)1991-2014 Softmatic GmbH, Berlin, Germany. All rights reserved." in your Software documentation and/or in the "About Box" of your Software. d) You may use the Product only to create Software that is significantly different than the Product.

1.3 CORPORATE LICENSE

The Product is licensed corporate-wide. A license to accessing the Product for development purposes is granted to each permanent employee of the Purchaser.

You are hereby granted a limited, royalty-free, right to use the Product to design, develop, and test Software, on the expressed condition that, and only for so long as, you fully comply with all terms and conditions of this License. You are also allowed to distribute the software inside or outside your organization.

When you distribute the Software, you adhere to the following terms: a) You may not resell, rent, lease or distribute the Software alone. The Product must be distributed as a component of an application and bundled with an application or with the application's installation files. The Product may only be used as part of, and in connection with, the bundled application. b) You may not resell, rent, lease or distribute the Product in any way that would compete with Softmatic. c) You must include the following copyright notice "Portions (c)1991-2014 Softmatic GmbH, Berlin, Germany. All rights reserved." in your Software documentation and/or in the "About Box" of your Software. d) You may use the Product only to create Software that is significantly different than the Product.

1.4 SOURCE CODE OPTION

In addition to the aformentioned License types, the source code of the Product is available. Purchasing the source code option entitles you to:

a) View the source code of the Product and modify it according to your needs. b) Re-distribute the source code in compiled form as part of the Software.

You may not:

a) Redistribute the source code as provided by Softmatic in parts or in total to third parties. b) Redistribute the derived source code in parts or in total to third parties. c) Use the source code as the basis for creating a product that contains the same, or substantially the same, functionality as the Product

You acknowledge that the source code is provided as is without warranty of any kind, express or implied, including but not limited to the fitness for a particular purpose and noninfringement. You hereby agree to indemnify, defend and hold Softmatic harmless from and against any claims, lawsuits or liabilities, including attorney’s fees that may arise or result from the use of the source code or distribution of derived works of the source code.

1.5 TRIAL VERSIONS

In order to evaluate the Product, you may install the Product, as outlined below, on a temporary basis for trial, evaluation, non-commercial purposes only (the "Evaluation Period"). The duration Evaluation Period can be obtained from the Product by an appropriate API function as outlined in the documentation of the Product. At the end of the Evaluation Period your license to use the Product for evaluation purposes expires. During the Evaluation Period, Softmatic grants you the personal, nonexclusive, non-transferable and limited right to use the Product solely for evaluation purposes.

You may not use the Product during the Evaluation Period for any commercial, business, governmental or institutional purpose of any kind. If you desire to continue to use the Product following the Evaluation Period, you should contact Softmatic or an authorized reseller to obtain a commercial license. Should you choose not to obtain a commercial license you must remove or delete the Product from your computers permanently.

2. SUPPORT SERVICES

Softmatic may provide you with support services related to the Product ("Support Services"). Use of Support Services is governed by Softmatic policies and programs described in the user manual, in "online" documentation and/or other Softmatic provided materials. Any supplemental information, sample code or similar items provided to you as part of the Support Services shall be considered part of the Product and subject to the terms and conditions of this License. With respect to technical information you communicate to Softmatic as part of the Support Services, you agrre that Softmatic may use such information for its own business purposes, including for th improvement of the Product, its documentation and support. Softmatic will only utilize such information in an anonymized fashion.

3. COPYRIGHT

All title and copyrights in and to the Product (including but not limited to any copywritten imagery, demos, samples, source code, intermediate files, packaging, redistributables, animations, video, audio, text incorporated into the Product and the accompanying printed materials) are owned by Softmatic. The Product is protected by copyright laws and international treaty provisions and therefore, you must treat the Product like any other copyrighted material except that you may install, use and redistribute the Product as set forth in this License.

4. TERMINATION

Without prejudice to any other rights or remedies, Softmatic will terminate this License upon your failure to comply with all the terms and conditions of this License. In such events, you must destroy all copies of the Products and all of its component parts including any related documentation, and must remove ANY and ALL use of such technology immediately from any applications using technology contained in the Software developed by you, whether in native, altered or compiled state.

5. GENERAL TERMS THAT APPLY TO COMPILED PROGRAMS

5.1 RESTRICTIONS

You may not use Product or Softmatic's names, logos or trademarks to market your Software, except to state descriptively that your Software was written using the Product in a form outlined above in 1.1, 1.2 and 1.3.

5.2 RELATIONSHIPS WITH END-USERS

There are no third party beneficiaries to this License. Consequently, Softmatic provides no warranty or support at all to any person, other than the limited warranty provided to the original Purchaser of the Product, as set forth herein, and you will be solely responsible to your end users (or anyone else who uses or acquires the Software) for support, service, upgrades, or technical or other assistance, and such persons will have no right to contact Softmatic for any services or assistance.

5.3 INDEMNITY

You hereby agree to indemnify, defend and hold Softmatic harmless from and against any claims, lawsuits or liabilities, including attorney’s fees that may arise or result from the use or distribution of your Software.

6. GENERAL PROVISIONS

6.1 FEEDBACK

You may from time to time provide suggestions, comments, regarding usability, bug reports, test reports or other feedback (collectively, "Feedback") to Softmatic with respect to the Product. You agree that Softmatic may freely use, disclose, reproduce, License, distribute and otherwise commercialize the Feedback in any Softmatic product, the Softmatic website, or other technologies or services.

7. LIMITATIONS ON LIABILITY

To the maximum extent permitted by applicable law, in no event shall Softmatic be liable for any special, incidental, indirect, or consequential damages whatsoever (including, without limitation, damages for loss of business profits, business interruption, loss of business information, or any other pecuniary loss) arising out of the use of or inability to use the Product or the provision of or failure to provide Support Services, even if Softmatic has been advised of the possibility of such damages.

Purchaser understands that the Product may produce inaccurate results because of a failure or fault within the Product itself or failure by Purchaser to properly use and or deploy the Product. Purchaser assumes full and sole responsibility for any use of the Product, and bears the entire risk for failures or faults within the Product. You agree that regardless of the cause of failure or fault or the form of any claim, your sole remedy and Softmatic's sole obligation shall be governed by this agreement and in no event shall Softmatic's liability exceed the price paid to Softmatic for the Produc. This Limited Warranty is void if failure of the Product has resulted from accident, abuse, alteration, unauthorized use or misapplication of the Product.

8. INDEMNIFICATION

You hereby agree to indemnify Softmatic and its officers, directors, employees, agents, and representatives from each and every demand, claim, loss, liability, or damage of any kind, including actual attorneys fees, whether in tort or contract, that it or any of them may incur by reason of, or arising out of, any claim which is made by any third party with respect to any breach or violation of this Agreement by you or any claims based on the Applications and the Product included herein.

9. DISCLAIMER OF WARRANTY

Softmatic expressly disclaims any warranty for the Product. The Product is provided as is without warranty of any kind, express or implied, including but not limited to the fitness for a particular purpose and noninfringement. Softmatic does not warrant, guarantee, or make any representations regarding the use or the results of the use of the Product in terms of correctness, accuracy, reliability, or otherwise. The entire risk arising out of the use or performance of the Product remains with the Purchase. No oral or written statement by Softmatic or one of its employees shall create a warranty or in any way increase the scope of this warranty.