SOFTWARE LICENSE AGREEMENT
PLEASE READ THIS SOFTWARE LICENSE AGREEMENT CAREFULLY BEFORE DOWNLOADING OR INSTALLING THE SOLIDTOOLS SOFTWARE. This Software License Agreement (“Agreement”) governs your use of the SolidTools Software. BY DOWNLOADING OR INSTALLING THE SOFTWARE OR OTHERWISE INDICATING YOUR ACCEPTANCE OF THIS AGREEMENT, YOU REPRESENT AND WARRANT THAT YOU (I) ARE AUTHORIZED TO SIGN FOR AND BIND YOURSELF AND ANY OTHER PARTY ON WHOSE BEHALF YOU USE THE SOFTWARE (the “Contracting Party”) AND (II) AGREE FOR YOURSELF AND THE CONTRACTING PARTY TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, DO NOT DOWNLOAD OR INSTALL THE SOFTWARE. YOU AGREE THAT THIS AGREEMENT IS ENFORCEABLE LIKE ANY WRITTEN NEGOTIATED AGREEMENT SIGNED BY YOU. IF THE COPY OF THE SOFTWARE YOU RECEIVED WAS ACCOMPANIED BY A PRINTED OR OTHER FORM OF "HARD-COPY" END USER LICENSE AGREEMENT WHOSE TERMS VARY FROM THIS AGREEMENT, THEN THE HARD-COPY END USER LICENSE AGREEMENT GOVERNS YOUR USE OF THE SOFTWARE.
(a) “Application” means any computer software that directly or indirectly references the Redistributable Element, including but not limited to any end-user application, enterprise software, system software, web site or web service.
(b) "Computer" means any compatible electronic device that accepts information in digital or similar form and manipulates it for a specific result based on a sequence of instructions.
(c) “Developer” means any person who is employed by, or under contract to you or the Contracting Party who is creating or modifying any Source Code which is, or which you currently intend to be part of any Application.
(d) “Licensed Developer” means any Developer, for whom you or the Contracting Party have purchased, or otherwise legally obtained a valid license to Use the Software.
(e) "Permitted Time Period" means one of the following: (1) perpetually, if and so long as all of your or the Contracting Party’s Developers are Licensed Developers, and (2) 30 days if you or the Contracting Party are evaluating the Software.
(f) “Redistributable Element” means the redistributable DLL (Dynamic Linked Library) files included with the Software.
(g) "Software" means all of the contents of the files, disks, CD-ROMs or other media with which this Agreement is provided, including, without limitation, SolidTools or third party computer information or software and related explanatory written materials or files ("Documentation"); and upgrades, modified versions, updates, additions, and copies of the Software, if any, licensed to you by SolidTools (collectively, "Updates").
(i) "SolidTools" means SolidTools Technology Inc., a California corporation.
(j) "Use" or "Using" means to access, install, download, copy or otherwise benefit from using the functionality of the Software in accordance with the Documentation for the purposes of creating or modifying any Source Code that is part of any Application.
2. Software License. For the Permitted Time Period but subject to your and the Contracting Party’s compliance with the terms of this Agreement, SolidTools grants to you a non-exclusive license to Use the Software for the purposes described in the Documentation.
(a) General Use. You may Use the Software on any number of primary Computers provided that such primary Computers are accessed only by Licensed Developers.
(b) Backup Copy. You may make backup copies of the Software, provided your backup copies are not Used on any Computer.
(c) Portable or Home Computer Use. In addition to Using the Software on primary Computers, each Licensed Developer may Use the Software on either a portable Computer or a Computer located at their home, provided the Software on the portable or home Computer is Used only by that Licensed Developer.
(d) Redistribution. For SolidTools full software applications, such as SolidTools Tech-Cart, you may NOT redistribute the software application and its associated components unless special OEM agreement alows redistribution. For SolidTools component based software application, you or the Contracting Party may redistribute or use the Redistributable Element, without modification, as part of any number of Applications, if you or the Contracting Party comply with each of the following requirements: (1) each and every Developer who creates or modifies any Source Code of any Application is a Licensed Developer, (2) each and every Application adds substantial and primary functionality to the Redistributable Element, (3) further redistribution by your end users is not permitted, (4) the Redistributable Element is not redistributed with any software that exposes an application programming interface to any Developer who is not a Licensed Developer, and (5) the Redistributable Element is not redistributed with any software used to develop software. If you or the Contracting Party are unable to meet each of these requirements, you may contact SolidTools for OEM Licensing Options (www.solidtools.com).
3. Support Services. Support services for the Software are available from SolidTools. Your Use of any software, documentation, information, or materials provided to you in conjunction with support services is subject to this Agreement. SolidTools may use any software, documentation, information, or materials you provide to SolidTools for improving current support services and for developing future support service offerings and new software products.
4. Intellectual Property Ownership, Copyright Protection. The Software and any copies that you make are the intellectual property of and are owned by SolidTools and its suppliers. The structure, organization and code of the Software are the valuable trade secrets and confidential information of SolidTools. The Software is protected by law including, without limitation, the copyright laws of the United States and other countries, and by international treaty provisions. Except as expressly stated herein, this Agreement does not grant you any intellectual property rights in the Software and SolidTools reserves all rights not expressly granted to you.
(a) Notices. You may not copy the Software except as set forth in Section 2. Any copy of the Software that you make must contain the same copyright and other proprietary notices that appear on or in the Software.
(b) No Modifications. You may not modify, adapt or translate the Software. You may not reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Software.
(c) Transfer. You may not rent, lease, sublicense, assign or transfer your rights in the Software, or authorize all or any portion of the Software to be copied onto a third party’s Computer except as may be expressly permitted herein.
6. Limited Warranty.
(a) SolidTools warrants to you or the Contracting Party that the Software will perform substantially in accordance with the Documentation for the 90-day period following your receipt and installation of the Software when Used on the recommended operating system and hardware configuration. THIS LIMITED WARRANTY DOES NOT APPLY TO PREVIOUSLY OWNED, BETA, RELEASE CANDIDATE, OR EVALUATION COPIES OF THE SOFTWARE OR TO SUPPORT SERVICES. You must make your warranty claim, and provide proof of purchase, within the 90-day warranty period. If the Software does not perform substantially in accordance with the Documentation, the entire liability of SolidTools and your exclusive remedy is limited to, at SolidTools’s option, either the replacement of the Software or the refund of the license fee you paid for the Software.
(b) THE FOREGOING LIMITED WARRANTY IS THE ONLY WARRANTY MADE BY SOLIDTOOLS AND STATES THE SOLE AND EXCLUSIVE REMEDY FOR SOLIDTOOLS’S BREACH OF WARRANTY. PREVIOUSLY OWNED, BETA, RELEASE CANDIDATE, OR EVALUATION COPIES OF THE SOFTWARE AND SUPPORT SERVICES ARE PROVIDED AS IS AND WITH ALL FAULTS. EXCEPT FOR ANY WARRANTY, CONDITION, REPRESENTATION OR TERM TO THE EXTENT TO WHICH THE SAME CANNOT OR MAY NOT BE EXCLUDED OR LIMITED BY LAW APPLICABLE TO YOU IN YOUR JURISDICTION, SOLIDTOOLS MAKES NO OTHER WARRANTIES, CONDITIONS, REPRESENTATIONS, OR TERMS (EXPRESS OR IMPLIED WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE OR OTHERWISE) AS TO ANY MATTER INCLUDING, WITHOUT LIMITATION, PERFORMANCE, SECURITY, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, INTEGRATION, MERCHANTABILITY, QUIET ENJOYMENT, SATISFACTORY QUALITY, OR FITNESS FOR ANY PARTICULAR PURPOSE.
7. Limitation of Liability. EXCEPT FOR THE EXCLUSIVE REMEDY SET FORTH ABOVE, IN NO EVENT WILL SOLIDTOOLS BE LIABLE TO YOU FOR ANY LOSS, DAMAGES, CLAIMS OR COSTS WHATSOEVER OR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL DAMAGES, OR ANY LOST PROFITS OR LOST SAVINGS, EVEN IF A SOLIDTOOLS REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, DAMAGES, CLAIMS OR COSTS OR FOR ANY CLAIM BY ANY THIRD PARTY. THE FOREGOING LIMITATIONS AND EXCLUSIONS APPLY TO THE EXTENT PERMITTED BY APPLICABLE LAW IN YOUR JURISDICTION. SOLIDTOOLS’S AGGREGATE LIABILITY UNDER OR IN CONNECTION WITH THIS AGREEMENT IS LIMITED TO THE AMOUNT PAID FOR THE SOFTWARE.
8. Survival. The provisions of Sections 4, 5, 6, 7 and 9 survive the termination of this Agreement, but this survival does not imply or create any continued right to Use the Software, or redistribute or use any Application after termination of this Agreement.
9. Indemnity. You agree to defend and indemnify SolidTools and its agents, representatives, successors and assigns from and against all claims, liabilities, obligations, judgments, causes of actions, costs and expenses (including reasonable attorneys’ fees) arising out of your Use of the Software, or redistribution or use of any Application.
10. Export Rules. You agree that the Software will not be shipped, transferred or exported into any country or used in any manner prohibited by the United States Export Administration Act or any other export laws, restrictions or regulations (collectively the "Export Laws"). In addition, if the Software is identified as an export controlled item under the Export Laws, you represent and warrant that you are not a citizen, or otherwise located within, an embargoed nation (including, without limitation Iran, Syria, Sudan, Cuba, and North Korea) and that you are not otherwise prohibited under the Export Laws from receiving the Software. The grant of rights to Use the Software is conditioned upon your or the Contracting Party’s forfeiture of such rights if you or the Contracting Party fail to comply with the terms of this Agreement.
11. Governing Law. This Agreement will be governed by and construed in accordance with the substantive laws of the State of Hawaii. This Agreement will not be governed by the conflict of law rules of any jurisdiction or the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.
12. General Provisions. If any part of this Agreement is found void and unenforceable, it will not affect the validity of the balance of this Agreement, which will remain valid and enforceable according to its terms. This Agreement will not prejudice the statutory rights of any party dealing as a consumer. A written agreement signed by an authorized officer of SolidTools is the only way to modify this Agreement. SolidTools may license Updates to you with additional or different terms. This is the entire agreement between SolidTools and you or the Contracting Party relating to the Software and it supersedes any prior representations, discussions, undertakings, communications or advertising relating to the Software.
13. Notice to U.S. Government End Users. The Software and Documentation are "Commercial Items," as that term is defined at 48 C.F.R. §2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation," as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §§227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. Unpublished-rights reserved under the copyright laws of the United States are reserved to SolidTools.
14. Compliance with Agreement.
(a) This Agreement, including your right to Use the Software and your right to redistribute or use any Application, will terminate immediately, without notice from SolidTools if you fail to comply with the terms and conditions of this Agreement. Upon termination, you agree to destroy all copies of the Software and to immediately stop redistribution or use of any and all Applications. This is in addition to any criminal, civil or other remedies.
(b) The Software may contain computer code that determines the number of copies of the Software in Use, and may send this information to SolidTools for the purpose of auditing compliance with this Agreement by you or the Contracting Party. SolidTools may also physically audit your Use of the Software after three business days prior written notice. Instead of, or in addition to, a remote or physical audit SolidTools reserves the right to request a written statement of compliance with the terms of this Agreement, and you or the Contracting Party must conduct an audit and comply with the request within 30 days.
Copyright © 2008, SolidTools, YoGet LLC. All Rights Reserved.