Heinrich Spreiter SwingFx.ch Commercial Software License Agreement: twinkle and core
THIS DOCUMENT IS A LEGAL AGREEMENT (the "License Agreement") BETWEEN Heinrich Spreiter SwingFx.ch ("We," "Us") AND YOU OR THE ORGANIZATION ON WHOSE BEHALF YOU ARE UNDERTAKING THE LICENSE DESCRIBED BELOW ("You") IN RELATION TO THE TWINKLE AND/OR CORE SOFTWARE (THE "Software"), AND ALL RELATED MATERIALS. BY DOWNLOADING, INSTALLING, COPYING OR OTHERWISE USING THE SOFTWARE, YOU ACCEPT THE FOLLOWING TERMS AND CONDITIONS. IF YOU DO NOT AGREE WITH ANY OF THE TERMS OR CONDITIONS OF THIS LICENSE AGREEMENT, DO NOT PROCEED WITH THE DOWNLOADING, COPYING, INSTALLATION OR ANY OTHER USE OF THE SOFTWARE OR ANY PORTION THEREOF. THE SOFTWARE IS PROTECTED BY SWITZERLANDS COPYRIGHT LAWS AND INTERNATIONAL COPYRIGHT LAWS, AS WELL AS OTHER INTELLECTUAL PROPERTY LAWS AND TREATIES. THE SOFTWARE IS LICENSED, NOT SOLD.
THIS LICENSE AGREEMENT DESCRIBES YOUR RIGHTS WITH RESPECT TO THE SOFTWARE AND ITS COMPONENTS.
1. OWNERSHIP, LICENSE GRANT
This is a license agreement and not an agreement for sale. We reserve ownership of all intellectual property rights inherent in or relating to the Software, which include, but are not limited to, all copyright, patent rights, all rights in relation to registered and unregistered trademarks (including service marks), confidential information (including trade secrets and know-how) and all rights other than those expressly granted by this Agreement.
Subject to the payment of the fee required and subject to the terms and conditions of this License Agreement, We grant to You a revocable, non- transferable and non-exclusive license (i) for Designated User(s) (as defined below) to install and use the Software on any workstations used exclusively by such Designated User and (ii) for You to install and use the Software in connection with unlimited workstations, solely in connection with distribution of the Software in accordance with sections 3 and 4 below. This license is not sublicensable except as explicitly set forth herein. "Designated User(s)" shall mean Your employee(s) acting within the scope of their employment or Your consultant(s) or contractor(s) acting within the scope of the services they provide for You or on Your behalf for whom You have purchased a license to use the Software.
2. PERMITTED USES, SOURCE CODE, MODIFICATIONS
We provide You with source code so that You can create Modifications of the original Software, where Modification means: a) any addition to or deletion from the contents of a file included in the original Software or previous Modifications created by You, or b) any new file that contains any part of the original Software or previous Modifications. While You retain all rights to any original work authored by You as part of the Modifications, We continue to own all copyright and other intellectual property rights in the Software.
You may distribute the Software in any applications, frameworks, or elements (collectively referred to as an "Application" or "Applications") that you develop using the Software in accordance with this License Agreement, provided that such distribution does not violate the restrictions set forth in section 4 of this agreement. You must not remove, obscure or interfere with any copyright, acknowledgment, attribution, trademark, warning or disclaimer statement affixed to, incorporated in or otherwise applied in connection with the Software.
You are required to ensure that the Software is not reused by or with any applications other than those with which You distribute it as permitted herein. For example, if You install the Software on a customer???s computer, that customer is not permitted to use the Software independently of Your application, and must be informed as such.
You will not owe Us any royalties for Your distribution of the Software in accordance with this License Agreement.
4. PROHIBITED USES
You may not, without Our prior written consent, redistribute the Software or Modifications other than by including the Software or a portion thereof within Your own product, which must have substantially different functionality than the Software or Modifications and must not allow any third party to use the Software or Modifications, or any portions thereof, for software development or application development purposes. You are explicitly not allowed to redistribute the Software or Modifications as part of any product that can be described as a software development kit or library. You are not allowed to redistribute any part of the Software documentation. You may not change or remove the copyright notice from any of the files included in the Software or Modifications.
The Open Source version of the Software ("GPL Version") is licensed under the terms of the GNU General Public License versions 3.0 ("GPL") and not under this Agreement. If You, or another third party, has, at any time, developed all (or any portions of) the Application(s) using the GPL Version, You may not combine such development work with the Software and must license such Application(s) (or any portions derived there from) under the terms of the GNU General Public License version 3, a copy of which is located at http://www.gnu.org/copyleft/gpl.html.
This License Agreement and Your right to use the Software and Modifications will terminate immediately without notice if You fail to comply with the terms and conditions of this License Agreement. Upon termination, You agree to immediately cease using and destroy the Software or Modifications, including all accompanying documents. The provisions of sections 4, 5, 6, 7, 8, 9 and 11 will survive any termination of this License Agreement.
6. DISCLAIMER OF WARRANTIES
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE AND OUR SUPPLIERS DISCLAIM ALL WARRANTIES AND CONDITIONS, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, WITH REGARD TO THE SOFTWARE. WE DO NOT GUARANTEE THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, AND YOU ACKNOWLEDGE THAT IT IS NOT TECHNICALLY PRACTICABLE FOR US TO DO SO.
7. LIMITATION OF LIABILITIES
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WE OR OUR 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 LAW) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, OUR ENTIRE LIABILITY UNDER ANY PROVISION OF THIS LICENSE AGREEMENT SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU FOR THE SOFTWARE.
We or a certified auditor acting on Our behalf, may, upon its reasonable request and at its expense, audit You with respect to the use of the Software. Such audit may be conducted by mail, electronic means or through an in-person visit to Your place of business. Any such in-person audit shall be conducted during regular business hours at Your facilities and shall not unreasonably interfere with Your business activities. We shall not remove, copy, or redistribute any electronic material during the course of an audit. If an audit reveals that You are using the Software in a way that is in material violation of the terms of the Agreement, then You shall pay Our reasonable costs of conducting the audit. In the case of a material violation, You agree to pay Us any amounts owing that are attributable to the unauthorized use. In the alternative, We reserve the right, at Our sole option, to terminate the licenses for the Software.
9. THIRD PARTY SOFTWARE
Examples included in Software may provide links to third party libraries or code (collectively "Third Party Software") to implement various functions. Third Party Software does not comprise part of the Software. In some cases, access to Third Party Software may be included along with the Software delivery as a convenience for demonstration purposes. Such source code and libraries may be included in the "/examples" source tree delivered with the Software and do not comprise the Software. Licensee acknowledges (1) that some part of Third Party Software may require additional licensing of copyright and patents from the owners of such, and (2) that distribution of any of the Software referencing or including any portion of a Third Party Software may require appropriate licensing from such third parties.
10. SUPPORT AND UPDATES
You are not entitled to any support for the Software under this Agreement. You are entitled to receive minor version updates to the Software (i.e. versions identified as follows (X.Y, X.Y+1) or bug fix updates to the Software (X.Y.Z, X.Y.Z+1). You are not entitled to receive major version updates (i.e. X.Y, X+1.Y), unless purchased independently of this license.
The license granted herein applies only to the version of the Software available when purchased in connection with the terms of this Agreement. Any previous or subsequent license granted to You for use of the Software shall be governed by the terms and conditions of the agreement entered in connection with purchase of that version of the Software. You agree that you will comply with all applicable laws and regulations with respect to the Software, including without limitation all export and re-export control laws and regulations.
While redistributing the Software or Modifications thereof, You may choose to offer acceptance of support, warranty, indemnity, or other liability obligations and/or rights consistent with this Agreement. However, in accepting such obligations, You may act only on Your own behalf and on Your sole responsibility, not on our behalf. You agree to indemnify, defend, and hold Us harmless from and against any liability incurred by, or claims asserted against, Us (i) by reason of Your accepting any such support, warranty, indemnity or additional liability; or (ii) arising out of the use, reproduction or distribution of Your Application, except to the extent such claim is solely based on the inclusion of the Software therein.
You agree to be identified as a customer of ours and You agree that We may refer to You by name, trade name and trademark, if applicable, and may briefly describe Your business in our marketing materials and web site.
You may not assign this License Agreement without Our prior written consent, which will not be unreasonably withheld. This License Agreement will inure to the benefit of Our successors and assigns.
You acknowledge that this License Agreement is complete and is the exclusive representation of our agreement. No oral or written information given by Us or on our behalf shall create a warranty or collateral contract, or in any way increase the scope of this License Agreement in any way, and You may not rely on any such oral or written information. No term or condition contained in any purchase order shall apply unless expressly accepted by Us in writing,
There are no implied licenses or other implied rights granted under this Agreement, and all rights, save for those expressly granted hereunder, shall remain with Us and our licensors. In addition, no licenses or immunities are granted to the combination of the Software and/or Modifications, as applicable, with any other software or hardware not delivered by Us to You under this Agreement.
If any provision in this License Agreement shall be determined to be invalid, such provision shall be deemed omitted; the remainder of this License Agreement shall continue in full force and effect. If any remedy provided is determined to have failed for its essential purpose, all limitations of liability and exclusions of damages set forth in this Agreement shall remain in effect.
This License Agreement may be modified only by a written instrument signed by an authorized representative of each party.
This License Agreement will be governed by the laws of Switzerland, without reference to conflict of laws principles. You agree that any litigation relating to this License Agreement may only be brought in, and will be subject to the jurisdiction of, any Court of Switzerland.