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 CHART FX FOR
JAVA DEVELOPER ("CHART FX FOR JAVA DEVELOPER"), WHICH MAY INCLUDE, WITHOUT
LIMITATION, COMPUTER SOFTWARE, "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.
The Software may consist of materials including, without limitation, software, Updates,
extensions, components, sample files, product documentation, sample applications,
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. 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, encumber, lend or rent
the Software, or any Elements of the Software, to anyone. You may not reverse engineer,
decompile, disassemble, repackage, or otherwise attempt to determine or alter source
code, protocols, licensing mechanisms or install procedures from the Software or
disclose the results of software performance benchmarks to any third party without
Software FX's prior written consent.
You may copy, make available, upload or otherwise distribute the Software only in
the form originally furnished by Software FX with no modifications or additions
whatsoever. If you have the slightest doubt that your copy of the Software is not
original, you must contact Software FX for an original copy.
The term "distribute" (and its variants) includes making the Software
available (either intentionally or unintentionally) to third parties for copying
or use. Each time you distribute the Software, the recipient must expressly agree
to comply with the terms and conditions of this License Agreement. The recipient
automatically receives this license to use, copy, or distribute the Software subject
to these terms and conditions. You may not impose any further restrictions on the
recipients' exercise of the rights granted herein. You are not responsible for
enforcing compliance with this Agreement by recipients.
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.
ADDITIONAL RIGHTS AND LIMITATIONS. You may not rent or lease the Software. 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.
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 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;
NO WARRANTY. THE SOFTWARE IS LICENSED FREE OF CHARGE, AND THERE IS NO WARRANTY FOR
THE SOFTWARE. SOFTWARE FX PROVIDES THE SOFTWARE "AS IS," AND SOFTWARE
FX, ITS DISTRIBUTORS AND SUPPLIERS, AND ALL OTHER PERSONS WHO HAVE BEEN INVOLVED
IN THE CREATION, PRODUCTION, OR DELIVERY OF THE SOFTWARE, DISCLAIM ALL CONDITIONS
AND WARRANTIES OF ANY KIND, EITHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING,
BUT NOT LIMITED TO, ANY CONDITIONS OR IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY
QUALITY, AND FITNESS FOR A PARTICULAR PURPOSE. THE ENTIRE RISK AS TO THE RESULTS,
QUALITY AND PERFORMANCE OF THE SOFTWARE IS WITH YOU AND YOUR DISTRIBUTEES. SHOULD
THE SOFTWARE PROVE DEFECTIVE, YOU AND YOUR DISTRIBUTEES (AND NOT SOFTWARE FX) ASSUME
THE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION. SOFTWARE FX MAKES NO
WARRANTY OF NONINFRINGEMENT OF THE INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES.
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 $1.
(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., 5200 Town Center Circle Suite 450,
Boca Raton, FL 33486.
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.