FULL LEGAL TEXT
SOFTWARE LICENSE AGREEMENT
PLEASE READ THIS SOFTWARE LICENSE AGREEMENT CAREFULLY BEFORE DOWNLOADING OR USING THE SOFTWARE.
The following document contains a legal agreement (the "Agreement") between you as the Licensee (the "Licensee") and Edelwise, Inc. as the Licensor (the "Licensor"). The software products including computer programs and any associated media such as printed or electronic documentation and the license keys are called the "Software" in this Agreement.
OVERVIEW OF LICENSE TERMS
AGREEMENT: By downloading, installing, loading or otherwise using the Software, you the Licensee agree to be bound by the terms of this Agreement. If you do not agree to all the terms of this Agreement, do not install or use the Software.
WARRANTY: The Software is guaranteed only as explained is this Agreement and you agree to waive additional warranties or rights. You warrant to be 18 or older and to be a citizen or permanent resident of the United States of America or a country not subject to the export controls of the United States for this Software.
LIABILITIES: The potential liabilities of both Parties are severely limited.
SOFTWARE LICENSE: The Software is protected by intellectual property laws and treaties. The Licensor licenses the version of the Software supplied with this License Agreement. The Software is not being sold to you, and you may use the Software only to the extent set forth in this Agreement.
1. GRANT OF LICENSE.
This Agreement grants the Licensee, either an individual or a corporate or public entity within the United States of America or a country to which the export of the Software is not restricted by United States export control laws, a limited, non-exclusive, non-sublicenseable and terminable license conveying the following rights, effective immediately with Licensee's installation and use of the Software.
(a) Installation and Use of the Software.
(i) The Licensee may download, install, load and use the Software on up to five (5) electronic devices, owned or leased by the Licensee, such as a PC of the type for which the Software has been designed (hereafter the "Device").
(ii) At any time, the Licensee may obtain additional licenses or an expansion of this license for use on additional Devices by giving notice to the Licensor and payment to the Licensor of then effective license fee quoted by the Licensor.
(iii) The Licensee shall immediately notify the Licensor of any defects that the Licensee may claim under the warranty provisions of this Agreement.
(b) Reproduction or Modification.
Except for one backup copy of the binary version of the Software program, the Licensee may not reproduce, distribute, decompile, reverse engineer, emulate, clone or translate the Software, and any authorized modification by the Licensee must be limited to the minimum reasonably required to operate the Software in the Licensee's hardware and software environment.
(c) Access to Source Code.
The Licensor does not provide the Licensee with access to the source code. Unless expressly stated, the Licensor does not warrant to safeguard the source code to the Software or to place it in escrow for the Licensee's or any third party's benefit.
The Licensor welcomes any feedback on the Software but this Agreement does not entitle the Licensee to any support.
(e) No License is granted hereby to a person resident outside of the United States of America, except those not resident in a country subject to restrictive export controls of the United States prohibiting the download or use of the Software programs. Use in violation of this provision or circumventing restrictions against unauthorized downloads is illegal. The license shall expire with the use of the Software in violation of United States export controls or material, uncured violations of this Agreement. Upon reasonable request by the Licensor the Licensee shall provide the Licensor with updated end-user information and accept the termination of this Agreement in the event that the Licensee fails to respond timely and reasonably to such a request. The Licensee grants the Licensor the irrevocable right to use any means available to prevent illegal use or downloads.
2. DESCRIPTION OF OTHER RIGHTS AND LIMITATIONS.
(a) Term and Termination.
This license is effective until terminated. It will terminate upon the conditions set forth above or if the Licensee fails to comply with any of its terms. Upon termination, you the Licensee agree that the Software and accompanying materials, and all copies thereof, will be destroyed.
Edelwise (the Licensor) grants to you (the Licensee) a royalty-free right to reproduce and distribute runtime modules of the Software provided that you: (1) distribute the runtime modules only in conjunction with and as part of your software product; (2) do not use Edelwise's name, logo, or trademarks to market your software product without Edelwise's express written authorization; (3) include Edelwise's copyright notice for the Software on your product label and as part of the sign-on message for your software product; and (4) agree to indemnify, hold harmless and defend Edelwise from and against any claims or lawsuits including attorney's fees, that may arise or result from the use or distribution of your software product. The runtime modules are those files in the Software required during execution of your program. The runtime modules are limited to runtime files, install files, and rebuild files and shall not be used for development purposes.
Other than stated above the Software may not be sold, rented, leased, loaned, used in time-sharing or service bureau activities. The royalty-free runtime modules shall not be included in any product used for software development of any kind.
3. COPYRIGHT AND OTHER RIGHTS.
(a) All right, title and interest in and to the Software and related trademarks, trade names, copyrights, trade secrets and other intellectual property rights are owned by the Licensor or its suppliers, and they are protected by copyright laws, trademark laws, trade secret laws and international treaty provisions. All rights, title and interest in and to the Software and its parts and components, regardless of their level of integration or separability, remains in the ownership of the Licensor.
(b) The Licensee shall acquire only the rights stated in this Agreement, except that the Licensor grants additional rights in the event they should be required under Section 5 of this Agreement.
(c) At its discretion, the Licensee may generate any number of copies of the binary version of the Software product for use on its Devices, and in that event retain the original Software obtained from the Licensor solely for backup or archival purposes, unless otherwise stated herein.
(d) Licensee shall retain the original of this Agreement together with the Software as evidence of the license to enjoy the rights granted herein.
(e) At its discretion, the Licensor may develop and implement procedures to protect the Licensee's privacy. The Licensor's policy is not to sell such information to third parties. Licensor and Licensee shall endeavor to disclose personal and transactional data generated under, or resulting from, the terms, or conclusion, of this Agreement only as required by governmental enforcement agencies.
4. U.S. GOVERNMENT RESTRICTED RIGHTS.
The Software, including the programs and documentation, are provided with RESTRICTED RIGHTS. Use, duplication, or disclosure by the Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of the Commercial Computer Software-Restricted Rights at 48 CFR 52.227-19, as applicable and as amended.
If the Licensee should acquire the Software on behalf of the United States Government, the following provisions apply: The Government acknowledges Edelwise's representation that the Software were developed at private expense and no part of them is in public domain. For the purposes of this section, the Government also acknowledges Edelwise's representation that the Software is "commercial computer software" as that term is defined in 48 C.F.R. 12.212 of the Federal Acquisition Regulations ("FAR") and is "Commercial Computer Software" as that term is defined in 48 C.F.R. 227.7014 (a)(i) of the Department of Defense Federal Acquisition Regulation Supplement ("DFARS"), as amended. The Government agrees that if the Software is supplied to any unit or agency of the United States Government, the Government's rights in the Software and its documentation will be only as specified in this Agreement.
Restricted Rights Legend
The Contractor/Manufacturer is: Edelwise, Inc., www.edelwise.com.
5. ADDITIONAL RIGHTS UNDER LOCAL LAWS.
If the Licensee should download the Software in, or for use in, a jurisdiction that may afford the Licensee more extensive rights than this Agreement and the laws of such jurisdiction should be determined by a court or arbitral tribunal to apply to this Agreement, the Licensee may use the Software in accordance with the minimum rights that such jurisdiction affords a Licensee of software such as the Software subject to this Agreement, and in the event of a material inconsistency between the terms of this Agreement and the minimum rights afforded to the Licensee under such jurisdiction, the Licensee may elect consistently either the benefits provided by this Agreement or those afforded by the laws of such jurisdiction. In the event that such laws do not specify a term to exercise any additional rights against the Licensor, Licensee's additional rights shall be limited to the warranty period specified in Section 6 hereof.
6. LIMITED WARRANTY.
(a) If data sets downloaded by Licensee from Licensor are defective, Licensee shall destroy such data sets immediately upon discovery of the defect. In the event that the Licensee should have purchased media from the Licensor and discovers them to be defective, Licensee shall return the complete media to the Licensor, postage prepaid, within 30 days of delivery with a dated receipt or other evidence of the date of Delivery and Licensor shall replace the media, at its expense, within reasonable time.
(b) The Licensor warrants the Software media, if any, made available for Delivery to be free from defects in materials and workmanship under normal use for a period of sixty (60) days from the date of Delivery. Licensor's entire liability and Licensee's exclusive remedy will be limited to replacement of the defective media upon return of the media to the Licensor within the warranty period. Regardless of whether the Licensee downloads data sets of the Software or purchases Software media, Licensor shall not be responsible for replacement of any media damaged by accident, defects, Licensee's modification, abuse or misapplication.
(c) The Licensee warrants to examine the Software upon download for virus infection or similar defects which may have occurred in transit and to take any remedial action necessary or advisable before installing and using the Software.
(d) NO ADDITIONAL WARRANTIES.
THE LICENSOR PROVIDES ONLY THE WARRANTIES EXPRESSLY STATED IN THIS AGREEMENT.
Because of the various hardware and software environments into which the Software may be put, THE LICENSOR EXPRESSLY DISCLAIMS ANY OTHER WARRANTY. BEYOND THE WARRANTIES EXPRESSLY STATED HEREIN, THE SOFTWARE IS PROVIDED "AS IS" WITHOUT ANY ADDITIONAL EXPRESS WARRANTY OF ANY KIND NOR ANY IMPLIED WARRANTY, IN PARTICULAR, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. LICENSOR DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET LICENSEE'S REQUIREMENTS, OR THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED, FREE OF ERRORS OR BENIGN TO LICENSEE'S OPERATING SYSTEM, OTHER SOFTWARE OR ITS DEVICE. THE LICENSEE ASSUMES THE ENTIRE RISK OF USE (FOR INSTANCE, PERFORMANCE, ACHIVEMENT OF ANY OBJECTIVE, INTERFERENCE WITH OTHER SOFTWARE OR HARDWARE) OF THE SOFTWARE EXCEPT TO THE EXTENT THE LICENSOR HAS EXPRESSLY STATED ANY WARRANTIES IN THIS AGREEMENT.
(e) In the event that these limitations of warranties fail, Licensor's liability to Licensee shall be limited to the full amount paid by Licensee to Licensor for the Software or media licensed hereunder.
7. NO LIABILITY FOR DAMAGES.
(a) Good data processing procedure dictates that any software be thoroughly tested with non-critical data before relying on it. The Licensee or its authorized user shall assume the entire risk of using the Software. ANY LIABILITY OF LICENSOR WILL BE LIMITED EXCLUSIVELY TO PRODUCT REPLACEMENT OR REFUND OF PRICE PAID BY LICENSEE TO LICENSOR, and as further stated hereafter.
(b) Except as otherwise expressly stated in this Agreement, in no event shall the Licensor of this Software be liable for any direct or indirect, consequential, actual, special or exemplary damages whatsoever (including, without limitation, damages for loss of business profits, business interruption, loss of business information, or any other pecuniary loss, availability of data or access to programs or data) arising out of the use of or inability to use this product, even if the Licensor of this Software has been advised of the possibility of such damages, regardless of whether the claim or action lies in contract, negligence, tort or otherwise, even if either Party has been advised of the possibility of such damages. Because some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, the above limitation may not apply to certain Licensees, and the rights of such Licensees shall be limited to the minimum rights afforded under the laws of such jurisdictions in accordance with Section 5 of this Agreement.
(c) In no event, other than the case of section 2(d)(ii) hereof and the violation of Licensor's intellectual property rights under section 3 hereof, shall the cumulative liability of the Licensee to the Licensor nor that of the Licensor to the Licensee for all damages, losses, and causes of action (whether in law or equity, and in contract, tort, including negligence, or otherwise) exceed the amount paid by Licensee for the Software.
8. THIRD PARTY LICENSES.
The Licensee acknowledges that the use of the Software may invalidate any guarantee and or warranty expressed in its other software license agreement(s) that it may have accepted. Use of the Software does not supersede or provide any remedy for any guarantee or warranty that may be invalidated. All liabilities from use or misuse of the Software lie with the Licensee except as expressly stated in this Agreement.
9. EXPORT LAW.
Export of the Software may be subject to compliance with the rules and regulations promulgated from time to time by the Bureau of Export Administration, United States Department of Commerce, which restrict the export and re-export of certain products and technical data, and similar government agencies in other nations. If the export of the Software is controlled under such rules and regulations, then the Software shall not be exported or reexported, directly or indirectly, (a) without all export or reexport licenses and governmental approvals required by any applicable laws, or (b) in violation of any applicable prohibition against the export or reexport of any part of the Software.
(a) This Agreement will be governed by the laws of the State of Maryland, exclusive of its conflicts of laws rules and treaties including the International Convention on the Sale of Goods, and the Licensor and the Licensee consent to the jurisdiction and venue of the courts of the State of Maryland.
(b) This agreement is binding on successors and assigns. Edelwise (the Licensor) agrees and you (the Licensee) agree to waive, to the maximum extent permitted by law, any right to a jury trial with respect to the Software or this agreement. Because this waiver may not be effective in some jurisdictions, this waiver may not apply to you.
(c) Headings are included for convenience only, and shall not be considered in interpreting this Agreement.
(d) This Agreement does not limit any rights that the Licensor may have under trade secret, copyright, patent or other laws except as stated herein.
(e) No agents, employees, distributors, and dealers of the Licensor are authorized to make modifications to this Agreement, or to make any additional representations, commitments, or warranties binding on the Licensor.
(f) Should any word, sentence or term of this Agreement be declared void or unenforceable by any court of competent jurisdiction, such declaration shall have no effect on the remaining word, sentence or terms hereof.
(g) The failure of either party to enforce any rights granted hereunder or to take action against the other party in the event of any breach hereunder shall not be deemed a waiver by that party as to subsequent enforcement of rights or subsequent actions in the event of future breaches.
(h) THE LICENSEE ACKNOWLEDGES TO HAVE READ THIS AGREEMENT, TO UNDERSTAND IT AND TO AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS, AND THAT THIS AGREEMENT ARE THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN THE PARTIES WITH RESPECT TO THEIR SUBJECT MATTER AND SUPERSEDE ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATION RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT.
(i) This Agreement is deemed entered into at Annapolis, Maryland and, and shall be construed as to its fair meaning and not strictly for or against either party.
With purchase of one license you
+ may install beWISE on up to 5 (five) of your own computers for development purposes
+ are allowed to distribute beWISE files together with your application (to allow it to run) free of charge as long as your application is not a development system
+ are not allowed to distribute beWISE files for free with your application if you are selling (or otherwise giving away) any type of development system. The point is, that every developer requires a license.
For details see the SOFTWARE LICENSE AGREEMENT below.
LICENSE TERMS: SHORT ‘N EASY
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