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Developer Studio License Agreement
This license agreement is a legal agreement between you (either an individual or,
if purchased or otherwise acquired by or for an entity, an entity) and Software
FX, INC. For the Software FX, INC. Products provided to you under the Software FX
developer studio ("developer studio"), which may include,
without limitation, computer software, associated media, printed materials, "online"
or electronic documentation, and services (collectively, "software" or
“software”). Read it carefully before completing the installation process,
copying or otherwise using the product. It provides a license to use the product
and contains warranty information and liability disclaimers. By installing, copying
or otherwise using the software, you are confirming your acceptance of the product
and agreeing to become bound by the terms of this agreement. If you do not agree
to be bound by the terms of this agreement promptly return the unopened software
packet(s) or uninstalled electronic files and the accompanying items (including
written materials and binders or other containers) to the place you obtained them
for a full refund.
The software may consist of materials including, without limitation, software, updates,
extensions, components, sample files, product documentation, sample applications,
books, tools and utilities, miscellaneous technical information, server applications,
development tools and services (each, an "element," and collectively "elements,"
of the software); the software may include, but not be limited to, groups of elements
identified as any one or more of the following: server software, client software,
and extensions software.
Grant of license. Software FX, INC. Grants you a non-exclusive, nontransferable
limited license to use the software for development purposes only. Unless expressly
stated otherwise, you may install and use the software on a single development computer;
or install and store the software on a storage device, such as a network server,
used only to install the software on your other computers over an internal network,
provided you dedicate a license for each separate computer on which the software
is installed and run. The software may not be shared, installed or used concurrently
on different computers.
The software or any of its elements or groups of elements may only be used by you
for purposes of designing, developing, testing, evaluating your software products
only on a local development server or system; such software may not be used for
production use or deployed or used for any other purposes. You shall not use the
software for load testing. You shall not use the software for any training purposes.
You shall not use the software for any application deployment in a live or stand-by
production environment, in each case, including, without limitation, in any environment
accessed by application end-users through any means, including, but not limited
to, servers, workstations, kiosks, and mobile computers. Each user who is involved
in the development of applications that directly accesses any elements of the software
must be within your organization and must have a valid developer studio
license that permits use of such software. You may not use the software in any manner
that would constitute commercial use. A commercial use is the use of the software
in connection with the generation of revenue. Examples of commercial use are: use
of the software in the conduct of your daily business operations, use of the software
in your internal data processing operations or integration, distribution or resale
of the software, or any of its elements, as part of your application. You may use
the software in connection with professional or development services for which you
are compensated (consultancy or development) provided your customers obtain the
appropriate deployment or development licenses for the software, or any of its elements,
prior to delivery of your product or application. If you, or your end users, desire
to use the software for any use other than the development use allowed under this
agreement, you must contact Software FX to obtain the appropriate license.
Redistribution rights and limitations. You may not sell, redistribute, encumber,
give, lend, rent, lease, sublicense, or otherwise transfer the software, or any
elements of the software, to anyone. No other copies shall be made without the prior
written permission of Software FX. You may not reverse engineer, decompile, disassemble
or otherwise attempt to determine source code or protocols from the software or
disclose the results of software performance benchmarks to any third party without
Software FX’s prior written consent.
Ownership. Software FX and its suppliers retain all right, title and interest, including
all copyright and intellectual property rights, in and to, the software (as an independent
work and as an underlying work serving as a basis for any application you may develop),
and all copies thereof. All rights not specifically granted in this agreement, including
federal and international copyrights, are reserved by Software FX and its suppliers.
Updates. In addition, by installing, copying, or otherwise using updates that you
receive as part of the software ("updates"), you agree to be bound by
the modified and/or additional license terms, if any, that specifically add to or
modify this agreement and accompany or are provided with respect to such updates.
If you do not agree to the additional and/or modified license terms that accompany
or are provided with respect to such updates, you may not install, copy, or use
such updates. In order to adapt to changes in the developer studio, Software
FX may from time to time, modify and/or add to the terms and conditions of this
agreement. If this copy of the software is an upgrade from an earlier version of
the software, it is provided to you on a license exchange basis. You agree by your
installation and use of such copy of the software to voluntarily terminate your
earlier agreement and that you will not continue to use the earlier version of the
software or transfer it to another person or entity.
Additional rights and limitations. You may not rent or lease the software, but you
may transfer the software and accompanying written materials on a permanent basis
provided you retain no copies and the recipient agrees to the terms of this agreement.
Upon such transfer, you will notify Software FX. Of the transfer and the name and
address of recipient.
You may make one copy of the software in machine-readable form solely for backup
purposes. You must reproduce on any such copy all copyright notices and any other
proprietary legends on the original copy of the software. You may not sell or transfer
any copy of the software made for backup purposes.
Other than as set forth in this agreement, you may not make or distribute copies
of the software, or electronically transfer the software from one computer to another
or over a network.
You may receive the software in more than one medium but you shall only install
or use one medium. Regardless of the number of media you receive, you may use only
the medium that is appropriate for the server or computer on which the software
is to be installed.
You shall not use the software to develop any application having the same primary
function as the software.
You may not use Software FX’s or its suppliers’ names, logos, or trademarks
or the names of contributors to endorse or promote your software application products
without specific prior written permission from Software FX;
Limited warranty. Except as provided in the foregoing limited warranty with respect
to the software or any of its elements, Software FX provides no other remedies or
warranties, whether express or implied, for the product, and the product is provided
"as is".
Except as set forth in the foregoing limited warranty with respect to the software
or any of its elements, Software FX and its suppliers disclaim all other warranties
and representations, whether express, implied, or otherwise, including the warranties
of merchantability or fitness for a particular purpose. Also, there is no warranty
of non-infringement and title or quiet enjoyment. Software FX does not warrant that
the software is error-free or will operate without interruption. No rights or remedies
referred to in article 2a of the ucc will be conferred on you unless expressly granted
herein. The software is not designed, intended or licensed for use in hazardous
environments requiring fail-safe controls, including without limitation, the design,
construction, maintenance or operation of nuclear facilities, aircraft navigation
or communication systems, air traffic control, and life support or weapons systems.
Software FX specifically disclaims any express or implied warranty of fitness for
such purposes.
If applicable law requires any warranties with respect to the product, all such
warranties are limited in duration to ninety (90) days from the date of delivery.
No oral or written information or advice given by Software FX, its dealers, distributors,
agents or employees shall create a warranty or in any way INCrease the scope of
any warranty provided herein.
(usa only) some states do not allow the exclusion of implied warranties, so the
above exclusion may not apply to you. This warranty gives you specific legal rights
and you may also have other legal rights that vary from state to state.
Exclusive remedy. Your exclusive remedy is to return the software to the place you
acquired it, with a copy of your receipt and a description of the problem. Provided
that any non-compliance with the above warranty is reported in writing to Software
FX no more than thirty (30) days following delivery to you, Software FX will use
reasonable commercial efforts to supply you with a replacement copy of the software
that substantially conforms to the documentation, provide a replacement for defective
media, or refund to you your purchase price for the software, at its option. Software
FX shall have no responsibility if the software has been altered in any way, if
the media has been damaged by misuse, accident, abuse, modification or misapplication,
or if the failure arises out of use of the software with other than a recommended
hardware configuration. Any such misuse, accident, abuse, modification or misapplication
of the software will void the warranty above. This remedy is the sole and exclusive
remedy available to you for breach of express or implied warranties with respect
to the software or any of its elements and related documentation.
Limited liability. Neither Software FX nor its suppliers shall be liable to you
or any third party for any indirect, special, INCidental, punitive, cover or consequential
damages (including, but not limited to, damages for the inability to use equipment
or access data, loss of business, loss of profits, business interruption or the
like), arising out of the use of, or inability to use, the software or any of its
elements and based on any theory of liability including breach of contract, breach
of warranty, tort (including negligence), product liability or otherwise, even if
Software FX or its representatives have been advised of the possibility of such
damages and even if a remedy set forth herein is found to have failed of its essential
purpose. Software FX's total liability to you for actual damages for any cause whatsoever
will be limited to the greater of $500 or the amount paid by you for the product
that caused such damage.
(usa only) some states do not allow the limitation or exclusion of liability for
INCidental or consequential damages, so the above limitation or exclusion may not
apply to you and you may also have other legal rights that vary from state to state.
The foregoing limitations on liability are intended to apply to the warranties and
disclaimers above and all other aspects of this agreement.
The limited warranty and disclaimer, exclusive remedies and limited liability set
forth above are fundamental elements of the basis of the agreement between Software
FX and you. Software FX would not be able to provide the software on an economic
basis without such limitations. Such limited warranty and disclaimer, exclusive
remedies and limited liability inure to the benefit of Software FX’s licensors.
This software is provided with "restricted rights" applicable to private
and public licenses alike. Without limiting the foregoing, use, duplication, or
disclosure by the u.s. government is subject to restrictions as set forth in this
agreement and as provided in dfars 227.7202-1(a) and 227.7202-3(a) (1995), dfars
252.227-7013 (c)(1)(ii)(oct 1988), far 12.212(a)(1995), far 52.227-19, or far 52.227-14,
as applicable. Manufacturer: Software FX, INC., 5901 Broken Sound Parkway; Suite
400, Boca Raton, FL 33487.
This agreement shall be governed by the internal laws of the state of florida, without
giving effect to prINCiples of conflict of laws. You hereby consent to the exclusive
jurisdiction and venue of the state courts sitting in palm beach county, florida
or the federal courts in south florida to resolve any disputes arising under this
agreement. In each case this agreement shall be construed and enforced without regard
to the united nations convention on the international sale of goods.
This agreement contains the complete agreement between the parties with respect
to the subject matter hereof, and supersedes all prior or contemporaneous agreements
or understandings, whether oral or written. You agree that any varying or additional
terms contained in any purchase order or other written notification or document
issued by you in relation to the software licensed hereunder shall be of no effect.
The failure or delay of Software FX to exercise any of its rights under this agreement
or upon any breach of this agreement shall not be deemed a waiver of those rights
or of the breach.
The effective date of the prior paragraph shall immediately follow any click-through
acceptance or installation of any agreement accompanying an element.
No Software FX dealer, agent or employee is authorized to make any amendment to
this agreement.
If any provision of this agreement shall be held by a court of competent jurisdiction
to be contrary to law, that provision will be enforced to the maximum extent permissible
and the remaining provisions of this agreement will remain in full force and effect.
Software FX, Chart FX and other trademarks contained in the software are trademarks
or registered trademarks of Software FX, INC. In the united states and/or other
countries. Third party trademarks, trade names, product names and logos may be the
trademarks or registered trademarks of their respective owners. You may not remove
or alter any trademark, trade names, product names, logo, copyright or other proprietary
notices, legends, symbols or labels in the software or other elements. This agreement
does not authorize you to use Software FX’s or its licensors’ names
or any of their respective trademarks.
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