SOFTWARE LICENSE AGREEMENT
March 2008
VERY IMPORTANT - READ CAREFULLY: This Quick Object Software License Agreement (hereinafter, this "LICENSE") is a legal agreement between you (either an individual or a single entity also referred to as "LICENSEE", "YOU") and Jugnu Inc, DBA AKAL TECH. ("AKAL TECH"), for the software containing this LICENSE or products identified on the disk or CD-ROM enclosed with the package which contain computer software and associated media and printed materials, and may include "on-line" or electronic documentation (the "SOFTWARE") and for which the CD-Key(s)/License Files are either provided on the back of the enclosed CD or inside the CD case or obtained through AKAL TECH or its authorized distributor.
IT IS NECESSARY FOR YOU TO AGREE TO BE BOUND BY THE TERMS OF THIS LICENSE BEFORE YOU ARE PERMITTED TO CONTINUE TO INSTALL THE SOFTWARE. BY CLICKING THE [ENTER] OR [ACCEPTED] ICON BELOW, OR BY INSTALLING, COPYING, OR OTHERWISE USING THE SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS LICENSE INCUDING THE WARRANTY DISCLAIMERS, LIMITATIONS ON LIABILITY AND TERMINATION PROVISIONS.
If you do not agree to the terms of this LICENSE click the [CANCEL] icon to EXIT NOW. The installation process will be terminated. You will be entitled to a full refund of the amount paid for the SOFTWARE provided you return the unused SOFTWARE to the place from which you obtained it within thirty (30) days of the date of purchase, unless YOU LICENSE THE SOURCE CODE, IN WHICH CASE THE ENTIRE SALE IS FINAL AND NO REFUNDS CAN BE ISSUED.
I. OWNERSHIP; LICENSE GRANT.
This is a license agreement and NOT an agreement for sale. AKAL TECH continues to own the copy of the SOFTWARE contained on the disk or CD-ROM and all copies thereof. Your rights to the SOFTWARE are specified in this LICENSE, and AKAL TECH retains all rights not expressly granted to you in this LICENSE. AKAL TECH hereby grants to you, and you accept, a non-exclusive, non-transferable license to use, copy and modify the SOFTWARE only as authorized below.
II. PERMITTED USES.
This LICENSE grants you the following rights:
A. The SOFTWARE is licensed per individual developer. You may make copies on more than one computer, as long as the use of the SOFTWARE is by the same developer. The SOFTWARE is in "use" on a computer when it is loaded into temporary memory (i.e. RAM) or installed into permanent memory (e.g. hard disk, CD-ROM, or other storage devise) of that computer. However, installation on a network server for the sole purpose of internal distribution to one or more other computer(s) shall not constitute "use" for which a separate license is required, provided you have a separate license for each computer to which the SOFTWARE is distributed. SOFTWARE is available in the following editions:
i. Trial Edition: You may install, use and run the SOFTWARE for the purpose of evaluation for a period of thirty (30) days from the date of installation of the software. Trial edition can only be used for the purpose of evaluating the SOFTWARE. Upon completion of your evaluation or at the end of the 30-day trial period, whichever occurs first you must do one of the following:
a. Purchase appropriate license(s) for the SOFTWARE in order to continue using the software.
b. Discontinue the use of the software and uninstall the software from all machines.
ii. Community Edition: You may install, use and run the SOFTWARE in the Community Edition as long as you have received a valid Community Edition License from AKAL TECH. As part of the Community Edition License, YOU are granted the right to use and run the SOFTWARE for Personal/Non-Commercial use only.
iii. Professional Edition: You may install, use and run the SOFTWARE in the Professional Edition as long as you have received a valid Professional Edition License from AKAL TECH or one of its authorized resellers.
iv. Subscription Edition: You may install, use and run the SOFTWARE in the Subscription Edition as long as you have received a valid Subscription Edition License from AKAL TECH or one of its authorized resellers.
B. Solely with respect to electronic documents included with the SOFTWARE, you may make a copy (either in hardcopy or electronic form) for each developer for which the Software has been licensed as described in Section II.A, above; provided, that such copies shall be used only by such developer for internal purposes and are not to be republished or distributed to any other third party or developer.
C. YOU may use the trial versions and product tours, as described on the CD-ROM or on another Media, of the SOFTWARE included on the CD-ROM or another Media only for the limited purposes of demonstrations, trials and evaluations and running a product tour during the trial period or as extended by AKAL TECH.
III. PROHIBITED USES.
YOU may not, without the prior written permission of AKAL TECH:
A. Disassemble, decompile or "unlock", decode or otherwise reverse translate or engineer, or attempt in any manner to reconstruct or discover any source code or underlying algorithms of SOFTWARE provided in object code form only.
B. Use, copy, modify, or merge copies of the SOFTWARE and any accompanying documents except as permitted in this LICENSE.
C. Transfer, rent, lease, or sublicense the SOFTWARE.
D. Separate the software programs comprising the SOFTWARE for use by more than one user at a time.
E. Use the Trial Edition of the product for any other purpose than the sole purpose of evaluating the product.
F. Use the Community Edition of the product for commercial development or redistribute the software to anyone else.
IV. SOURCE CODE.
As part of the SOURCE CODE SUBSCRIPTION LICENSE YOU are granted the right to view and modify the SOFTWARE's source code only as authorized below and as long as you own a Subscription Edition License obtained from AKAL TECH or any of its authorized resellers:
A. The SOFTWARE's source code is provided to the licensed developer for the sole purposes of education and troubleshooting. The SOFTWARE's source code cannot be used as a basis of development of derivative works or other software products.
B. Under no circumstances may any portion of the SOFTWARE’s source code or any modified version of the source code be distributed, disclosed or otherwise made available to any third party.
C. AKAL TECH DOES NOT provide technical support for modified source code.
D. The SOFTWARE’s source code is provided as is. Refunds are not available for licenses that include source code.
E. In the event YOU develop any troubleshooting-related modifications of the SOFTWARE, either independently or jointly with AKAL TECH, such modifications and all rights associated therewith will be the exclusive property of AKAL TECH. YOU are granted the right to use such modifications as set forth in this agreement.
F. YOU acknowledge that the SOFTWARE’s source code contains valuable and proprietary trade secrets of AKAL TECH. All individuals employed by or belonging to your entity agree to expend every effort to insure its confidentiality. YOU agree to assume full responsibility for such employees’ or contractors’ use, or misuse, of such disclosed source code as if it was your use. These obligations shall not apply to any information generally available to the public, independently developed or obtained without reliance on AKAL TECH information, or approved in writing for release by AKAL TECH without restriction.
V. REDISTRIBUTABLE COMPONENTS.
A. In addition to the license and rights granted in Sections I and II, AKAL TECH grants YOU the right to use the Quick Objects Libraries portion including the DB Library, the Business Logic Framework, Data Source For ASP.NET and Time Zones Library of the SOFTWARE which is either on disk, CD-ROM or on another Media provided as long as you own a valid Professional Edition or Subscription Edition License obtained from AKAL TECH or any of its authorized resellers:
· YOU may use the Quick Objects Libraries to create your own components or products, as long as, it is NOT the basis for creating a product that provides the same, or substantially the same, functionality as any AKAL TECH products; and
· In the event YOU develop any modifications, enhancements, derivative works and/or extensions to the Libraries, either independently or jointly with AKAL TECH, such modifications, enhancements, derivative works and/or extensions and all rights associated therewith will be the exclusive property of AKAL TECH. YOU will not grant, either expressly or impliedly, any rights, title, interest, or licenses to any such modifications, enhancements, derivative works and/or extensions to any third party. YOU will, however, be entitled to use such modifications, enhancements, derivative works and/or extensions under the terms set forth in this agreement. YOU hereby assign all right, title and interest in and to such modifications, enhancements, derivative works and/or extensions to the Quick Objects Libraries to AKAL TECH. YOU also agree to execute, acknowledge and deliver to AKAL TECH all documents and do all things AKAL TECH deems necessary or desirable, at no cost and your expense, to enable AKAL TECH to obtain and secure such modifications, enhancements, derivative works and/or extensions anywhere in the World. YOU agree to secure all necessary rights and obligations from relevant employees or third parties in order to satisfy the above obligations.
B. In addition to the license and rights granted in Sections I and II, AKAL TECH grants YOU a nonexclusive, royalty-free right to reproduce and distribute the object code version of those portions of the SOFTWARE designated in the SOFTWARE as (i) those portions of the SOFTWARE which are identified in the documentation as the DLL/LIBRARIES; (ii) those portions of the SOFTWARE which are identified in the documentation as REDISTRIBUTABLE DLLs ("DLLs") (collectively the “REDISTRIBUTABLES”); provided:
· YOU obtained and own a valid license for Professional Edition or Subscription Edition of the product.
· YOU distribute the REDISTRIBUTABLES in object code form only in conjunction with and as part of your software application product which adds significant and primary functionality;
· YOU do not use AKAL TECH’ name, logo or trademarks to market your software application product;
· YOU do not allow your customers to further REDISTRIBUTE the AKAL TECH DLL/LIBRARIES.
· YOU do not share “Design Time” license files or keys with your customers and only use “Runtime” license files or keys with the REDISTRIBUTABLEs (“DLLs”).
· YOU do not allow your customers to develop, modify or test any code you may have provided to your customer that depends on or uses the AKAL TECH DLL/LIBRARIES. Your customer, who owns a valid license of Quick Objects may make such modification, test or do development as per the terms of the license he/she received from AKAL TECH.
· YOU do not distribute the portions of the SOFTWARE that are not marked as REDISTRIBUTABLES.
· YOU include a valid copyright notice on your SOFTWARE;
C. In addition to the other requirements set forth in this Section V, YOU hereby agree to indemnify, hold harmless, and defend AKAL TECH from and against any and all liabilities, damages, losses, costs and expenses (including reasonable attorneys' fees) arising from or related to any claim, action, proceeding or allegation that arises or results, either directly or indirectly, from the use and distribution of any of your software application product(s) or components and the REDISTRIBUTABLES included in the SOFTWARE.
VI. ACADEMIC LICENSE-ELIGIBILITY REQUIREMENTS.
AKAL TECH offers qualified Educational Institutions or Organizations and eligible Academic End Users the ability to buy educational licenses of AKAL TECH products for educational instruction purposes. Educational versions of AKAL TECH products can not be used for any commercial purpose. Programs and prices are subject to change without notice. Please contact us for eligibility requirements or if YOU have any other questions about the AKAL TECH Education Program, e-mail us at: Info@AKALTECH.com
VII. COPYRIGHT.
All title and copyrights in and to the SOFTWARE (including but not limited to any images, photographs, animation, video, audio, music, text and "applets" incorporated into the SOFTWARE) and the accompanying printed or electronic materials are owned by AKAL TECH or its suppliers. The SOFTWARE is protected by United States copyright laws and international treaty provisions. All rights are reserved worldwide. YOU must treat the SOFTWARE like any other copyrighted material, except that YOU may, in addition to the copies permitted in this LICENSE, make one copy of the SOFTWARE solely for backup or archival purposes. No part of the accompanying printed materials may be reproduced, transmitted, transcribed, stored in any retrieval system, or translated into any language by any means without the express prior written permission of AKAL TECH.
VIII. TERMINATION.
This LICENSE and your right to use the SOFTWARE will terminate immediately without notice from AKAL TECH if YOU fail to comply with the terms and conditions of this LICENSE. Upon termination, YOU agree to destroy the SOFTWARE, including all accompanying documents and copies. This is in addition to and not in lieu of any criminal, civil or other remedies available to AKAL TECH.
IX. CONFIDENTIALITY AND NON-COMPETITION.
YOU acknowledge that the SOFTWARE and any source code provided to YOU pursuant to this LICENSE, as well as any modification, enhancement, derivative work and/or extension thereto includes valuable trade secrets of AKAL TECH. YOU agree to maintain in confidence the AKAL TECH Source Code (in source code form), and any modification, enhancement, derivative work and/or extension thereto, by using at least the same physical and other security measures as YOU use for your own confidential technical information and documentation, but in no event less than a commercially reasonable standard of care. YOU further agree not to disclose the AKAL TECH Source Code (in source code form), or any aspect thereof, or any modification, enhancement, derivative work and/or extension thereto, or any aspect thereof, to anyone other than employees or contractors who have a need to know or obtain access to such information in order to support your authorized use of the SOFTWARE and who are bound to protect such information against any other use or disclosure. YOU agree to obtain and ensure that each person authorized by YOU to access the Source Code or the Object Code is licensed and is bound by this License Agreement. YOU agree to assume full responsibility for such employees’ or contractors’ use, or misuse, of such disclosed source code as if it was your use. These obligations shall not apply to any information generally available to the public, independently developed or obtained without reliance on AKAL TECH' information, or approved in writing for release by AKAL TECH without restriction.
You shall notify AKAL TECH immediately upon discovery of any unauthorized use or disclosure of confidential information, and will cooperate with AKAL TECH in every reasonable way to help AKAL TECH regain possession of the confidential information and prevent its further unauthorized use or disclosure.
YOU agree for a period starting with first use of SOFTWARE and ending with two (2) years following the last use of SOFTWARE that you will not create products, components, software applications, web services, and technologies in whole or in part, that directly or indirectly compete with any of AKAL TECH products. Competes is defined as creating or distributing software or services that provide similar or same functionality as any Software or technology developed by AKAL TECH. AKAL TECH reserves the right to revoke all rights and license privileges of Licensee immediately upon any such infringement. Upon notice of infringement, Licensee agrees to immediately destroy all copies of Software and remove Software and references to Software from all products, technologies and software applications
X. LIMITED WARRANTY.
A. Except with respect to REDISTRIBUTABLES and source code, which are provided "AS IS," without warranty of any kind, AKAL TECH warrants that the SOFTWARE will perform substantially in accordance with the accompanying materials for a period of thirty (30) days from the date of receipt. AKAL TECH does not warranty that the SOFTWARE will be error-free. SOURCE CODE IS LICENSED “AS IS”. AKAL TECH DOES NOT PROVIDE ANY TECHNICAL SUPPORT FOR SOURCE CODE.
B. AKAL TECH and its suppliers’ entire liability, in contract, tort or otherwise, and your exclusive remedy under the performance warranty set forth in Section XI.A, shall be, at AKAL TECH’ option, either (a) return of the purchase price paid, or (b) repair or replacement of the defective SOFTWARE. SOFTWARE purchased other than directly from AKAL TECH shall be returned to the place it was purchased. This limited warranty is void if failure of the SOFTWARE has resulted from accident, abuse, or misapplication. Any replacement SOFTWARE will be warranted for the remainder of the original thirty (30) day period.
C. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION X, AKAL TECH AND ITS SUPPLIERS DISCLAIM ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, WHETHER ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OR TRADE, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF ACCURACY, COMPLETENESS, PERFORMANCE, CURRENCY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH REGARD TO THE SOFTWARE.NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY AKAL TECH, ITS DEALERS, DISTRIBUTORS, AGENTS OR EMPLOYEES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF ANY WARRANTY PROVIDED HEREIN.
XI. LIMITATION OF LIABILITIES.
AKAL TECH’ liability, whether in contract, tort, or otherwise, arising out of Licensee's use of, or in connection with, the SOFTWARE, or otherwise under this Agreement, shall not exceed the amount of the license fee paid by YOU to AKAL TECH. IN NO EVENT SHALL AKAL TECH OR ITS SUPPLIERS 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 SOFTWARE, EVEN IF AKAL TECH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Some states and jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, or the exclusion of implied warranties or limitations on how long a warranty may last, so the limitations in Sections X and XI may not apply to YOU.
XII. INDEMNITY.
You agree to hold AKAL TECH 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 SOFTWARE constitutes an infringement of any United States patent or any copyright or other proprietary or intellectual property right. You shall pay all damages and costs awarded in such suit.
XIII. 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.
XIV. MISCELLANEOUS.
This License will be governed by the law of the State of ARIZONA, U.S.A. If any provision of this LICENSE is to be held unenforceable, such holding will not affect the validity of the other provisions hereof. Failure of a party to enforce any provision of this LICENSE shall not constitute or be construed as a waiver of such provision or of the right to enforce such provision. This License represents the entire understanding between the parties with respect to its subject matter.
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, THAT YOU UNDERSTAND THIS AGREEMENT, AND UNDERSTAND THAT BY CONTINUING THE INSTALLATION OF THE SOFTWARE PRODUCT, BY LOADING OR RUNNING THE SOFTWARE PRODUCT, OR BY PLACING OR COPYING THE SOFTWARE ONTO YOUR COMPUTER HARD DRIVE, YOU AGREE TO BE BOUND BY THIS AGREEMENT'S TERMS AND CONDITIONS. YOU FURTHER AGREE THAT, EXCEPT FOR WRITTEN SEPARATE AGREEMENTS BETWEEN AKAL TECH AND YOU, THIS AGREEMENT IS A COMPLETE AND EXCLUSIVE STATEMENT OF THE RIGHTS AND LIABILITIES OF THE PARTIES