Licensing Information

END-USER LICENSE AGREEMENT FOR COMPONENTONE LiveLinq

IMPORTANT-READ CAREFULLY: This End User License Agreement (this "EULA") contains the terms and conditions regarding your use of the SOFTWARE (as defined below). This EULA contains material limitations to your rights in that regard. You should read this EULA carefully and treat it as valuable property.

I. THIS EULA.

1. Software Covered by this EULA. This EULA governs your use of the ComponentOne, LLC ("C1") software product(s) enclosed or otherwise accompanied herewith (individually and collectively, the "SOFTWARE"). The term "SOFTWARE" includes, to the extent provided by C1: 1) any revisions, updates and/or upgrades thereto; 2) any data, image or executable files, databases, data engines, computer software, or similar items customarily used or distributed with computer software products; 3) anything in any form whatsoever intended to be used with or in conjunction with the SOFTWARE; and 4) any associated media, documentation (including physical, electronic and on-line) and printed materials (the "Documentation").
2. This EULA is a Legally Binding Agreement Between You and C1. If you are acting as an agent of a company or another legal person, such as an officer or other employee acting for your employer, then "you" and "your" mean your principal, the entity or other legal person for whom you are acting. However, importantly, even if you are acting as an agent for another, you may still be personally liable for violation of federal and State laws, such as copyright infringement.

   This EULA is a legally binding agreement between you and C1. You intend to be legally bound to this EULA to the same extent as if C1 and you physically signed this EULA. By installing, copying, or otherwise using the SOFTWARE, you agree to be bound by the terms and conditions contained in this EULA. If you do not agree to all of the terms and conditions contained in this EULA, you may not install or use the SOFTWARE. If, for whatever reason, installation has begun or has been completed, you should cancel installation or un-install the SOFTWARE, as the case may be. (You may click on the "exit" button or its equivalent to immediately abort installation.) If you do not agree to all of these terms and conditions, then you must promptly return the SOFTWARE to the place of business from which you obtained it in accordance with any return policies of such place of business. Return policies may vary between or among resellers, and you must comply with your particular reseller's return policies as agreed at the point of purchase. If the place of business from which you purchased the SOFTWARE does not honor a complete refund for a period of thirty (30) days from the date of proof of purchase, then you may return the SOFTWARE directly to C1 for a period of thirty (30) days from the date of your purchase. To return the product directly to C1, you must obtain a C1 Return Authorization Number by contacting C1, and you must forward all items purchased, including the proof of purchase, directly to C1. The return must be postage-prepaid, and post-marked within thirty (30) days from the proof of purchase, time being of the essence. The return option to C1 is only available to the original purchaser of an unopened factory packaged item.

II. YOUR LICENSE TO INSTALL, USE AND DISTRIBUTE.

As provided in more detail below, this EULA grants you : 1) a limited, royalty-free, non-exclusive license to install the SOFTWARE onto one computer ; 2) a limited, royalty-free, non-exclusive license to use the SOFTWARE to create and deploy application and/or LINQ queries that render live, bound data views (the "Development License") and, 3) a license to distribute the application and/or LINQ queries (the "Distribution License"). These licenses (individually and collectively, the "Licenses") are explained and defined in more detail below and are granted to you on the express condition that, and only for so long as, you fully comply with all terms and conditions of this EULA.

Definitions. The following terms have the respective meanings as used in this EULA:

"Developer" means a human being or an automated device, of any kind, using the SOFTWARE in accordance with the terms and conditions of this EULA.

"Developer Seat License" means that each Developer using or otherwise accessing the programmatic interface or the SOFTWARE must obtain the right to do so by purchasing a separate End User License.

"Network Server" means a computer with one or more computer central processing units (CPU's) that operates for the purpose of serving other computers logically or physically connected to it, including, but not limited to, other computers connected to it on an internal network, intranet or the Internet.

"Source Code" shall mean computer software code or programs in human readable format, such as a printed listing of such a program written in a high-level computer language. The term "Source Code" includes, but is not limited to, documents and materials in support of the development effort of the SOFTWARE, such as flow charts, pseudo code and program notes.

The SOFTWARE is licensed to you on a Developer Seat License basis.

Developer Seat License basis means that you may perform an installation of the SOFTWARE for use in designing, testing and creating application and/or LINQ queries by a single Developer on one or more computers, each with a single set of input devices, so long as 1) such computer/computers is/are used only by one single Developer at any given time and not concurrently and, 2) the user is the primary User to whom the license has been granted. Conversely, you may not install or use the SOFTWARE on a computer that is a network server or a computer at which the SOFTWARE is used by more than one Developer. You may not network the SOFTWARE or any component part of it, where it is or may be used by more than one Developer unless you purchase an additional Development License for each Developer. You must purchase another separate license to the SOFTWARE in order to add additional developer seats, whether the additional developers are accessing the SOFTWARE in a stand-alone environment or on a computer network.

The license rights granted under this Agreement may be limited to a specified number of days after you first install the SOFTWARE unless you supply information required to license or activate your licensed copy, as the case may be, within the time and the manner described during the SOFTWARE setup sequence and/or in the dialog boxes appearing during use of the SOFTWARE. You may need to activate the SOFTWARE through the use of the Internet, email or telephone; toll charges may apply. You may need to re-activate the SOFTWARE if you modify your computer hardware or if you have installed it on a different computer; in some cases the number of activations allowed may be limited and you will have to contact C1 for clearance. Product activation is based on the exchange of information between your computer and C1. None of this information contains personally identifiable information nor can they be used to identify any personal information about you or any information you store in your computer. YOU ACKNOWLEDGE AND UNDERSTAND THAT THERE ARE TECHNOLOGICAL MEASURES IN THE SOFTWARE THAT ARE DESIGNED TO PREVENT UNLICENSED OR ILLEGAL USE OF THE SOFTWARE. YOU AGREE THAT C1 MAY USE SUCH MEASURES AND YOU AGREE TO FOLLOW ANY REQUIREMENTS REGARDING SUCH TECHNOLOGICAL MEASURES. YOU ACKNOWLEDGE AND AGREE THAT THE SOFTWARE MAY CEASE TO FUNCTION UNLESS AND UNTIL YOU ACTIVATE THE APPLICABLE SOFTWARE SERIAL NUMBER.

You agree that C1 may audit your use of the SOFTWARE for compliance with these terms at any time, upon reasonable notice. In the event that such audit reveals any use of the SOFTWARE other than in full compliance with the terms of this EULA, you shall reimburse C1 for all reasonable expenses related to such audit in addition to any other liabilities you may incur as a result of such non-compliance.

In all cases, (a) you may not use C1's name, logo, or trademarks to market your Developed Software without the express written consent of C1; (b) you must include the following C1 copyright notice in your Developed Software documentation and/or in the "About Box" of your Developed Software, and wherever the copyright/rights notice is located in the Developed Software (“Portions Copyright © ComponentOne, LLC 1987-2009. All Rights Reserved.”); (c) you agree to indemnify, hold harmless, and defend C1, its suppliers and resellers, from and against any claims or lawsuits, including attorney's fees that may arise from the use or distribution of your Developed Software; (d) you may use the SOFTWARE only to create Developed Software that is significantly different than the SOFTWARE.

Specific Product Limitations. Notwithstanding anything in this EULA to the contrary, if the license you have purchased is for any of the following products, then the following additional limitations will apply:

ComponentOne LiveLinq. ComponentOne LiveLinq is intended to be installed on one single computer. C1 grants to you the following rights to the SOFTWARE: a) Installation: You may install one copy of the SOFTWARE on a single computer; b) Use: When installed and initialized, the SOFTWARE may be used in the creation of applications c) Copy for Archival and Disaster Recovery Purposes: You may make one copy of the SOFTWARE for archival and disaster recovery purposes only. No application created with the SOFTWARE may be distributed or used for any commercial purpose unless the Developer has previously acquired a proper License to the SOFTWARE.

Updates/Upgrades. Subject to the terms and conditions of this EULA, the Licenses are perpetual. Updates and upgrades to the SOFTWARE may be provided by C1 from time-to-time, and, if so provided by C1, are provided upon the terms and conditions offered at that time by C1 in its sole discretion. C1 may provide updates and upgrades to the SOFTWARE for free or for any charge, at any time or never, and through its chosen manner of access and distribution, all in C1's sole and complete discretion.

Serial Number. Within the packaging of the SOFTWARE, a unique serial number (the "Serial Number") is included, which allows for the registration of the SOFTWARE. The Serial Number is subject to the restrictions set forth in this EULA and may not be disclosed or distributed either with your application or in any other way. The disclosure or distribution of the Serial Number shall constitute a breach of this EULA, the effect of which shall be the automatic termination and revocation of all the rights granted herein.

Evaluation and/or Beta License. If you are using an "evaluation or beta license" or similar trial version, specifically designated as such by C1 on its website or other public forums, then the Licenses are limited as follows: a) you are granted a license to use the SOFTWARE for a period of ninety (90) days counted from the day of installation (the "Evaluation Period"); b) upon completion of the Evaluation Period your license shall expire and you shall either i) delete the SOFTWARE from the computer containing the installation, or you may ii) contact C1 or one of its authorized dealers to purchase a license of the SOFTWARE, which is subject to the terms and limitations contained herein; and c) any application and/or LINQ queries created with the Evaluation or Beta License may not be distributed or used for any commercial purpose.

SOURCE CODE.

A. Provided you have purchased a license to the source code, you may use the source code for debugging purposes only. You are expressly not licensed to make modifications, enhancements, derivative works and/or extensions to the licensed source code.

While C1 does not claim any ownership rights in applications, frameworks or components developed using the SOFTWARE, in the event you develop any modifications, enhancements, derivative works and/or extensions to the licensed source code, either independently or jointly with C1, such modifications, enhancements, derivative works and/or extensions and all rights associated therewith will be the exclusive property of C1.

You may not grant, either expressly or impliedly, any rights, title, interest, or licenses to any such source code modifications, enhancements, derivative works and/or extensions to any third party. You hereby assign all right, title and interest in and to such modifications, enhancements, derivative works and/or extensions to the licensed source code to C1.

You also hereby agree to execute, acknowledge and deliver to C1 all documents and supporting information, and to do all things C1 deems necessary or desirable, at C1 expense, to enable C1 to obtain and secure any such modifications, enhancements, derivative works and/or extensions anywhere in the World. In addition, you agree to secure any and all necessary rights and obligations from relevant employees or third parties in order to satisfy the above obligations.

a) You may not distribute the C1 source code, or any modification, enhancement, derivative work and/or extension thereto, in either binary or source code form.

b) The source code referred to herein and in related files is provided to the registered Developer for the sole purposes of debugging, and troubleshooting. Under no circumstances may any portion of the source code be distributed, disclosed or otherwise made available to any third party without the express, prior written consent of C1.

c) Under no circumstances may the source code be used in whole or in part, as the basis for creating a software product that provides the same, or substantially the same, functionality as any C1 SOFTWARE. You will not take any action, or assist or otherwise aid anyone else in taking any action that would, in any way, limit C1’s independent development, sale, assignment, licensing or use of its own SOFTWARE or any modification, enhancement, derivative work and/or extension thereto.

d) You will not modify or delete, in whole or part, any copyright, trade secret, proprietary, confidential or other notice thereon or therein without the express, prior written consent of C1.

YOU UNDERSTAND AND ACKNOWLEDGE THAT SOURCE CODE IS LICENSED AS IS, AND THAT C1 DOES NOT PROVIDE ANY TECHNICAL SUPPORT FOR SOURCE CODE.

III. INTELLECTUAL PROPERTY.

1. Copyright. You agree that all right, title, and interest in and to the SOFTWARE (including, but not limited to, any images, photographs, animations, video, audio, music, text, and “applets” incorporated into the SOFTWARE), and any copies of the SOFTWARE, and any copyrights and other intellectual properties therein or related thereto are owned exclusively by C1, except to the limited extent that C1 may be the rightful license holder of certain third-party technologies incorporated into the SOFTWARE. The SOFTWARE is protected by copyright laws and international treaty provisions. The SOFTWARE is licensed to you, not sold to you. C1 reserves all rights not otherwise expressly and specifically granted to you in this EULA.
2. Backups. You may either: (a) copy the SOFTWARE solely for backup or archival purposes; or (b) install the SOFTWARE on a single computer, provided you keep the original solely for backup or archival purposes.
3. General Limitations. You may not reverse engineer, decompile, or disassemble the SOFTWARE, except and only to the extent that applicable law expressly permits such activity notwithstanding this limitation.
4. Software Transfers. You may not rent or lease the SOFTWARE. You may transfer the SOFTWARE to another computer, provided that it is completely removed from the computer from which it was transferred. You may permanently transfer all of your rights under the EULA, provided that you retain no copies, that you transfer all the SOFTWARE (including all component parts, the media and printed materials, any dates, upgrades, this EULA and, if applicable, the Certificate of Authenticity), and that the recipient agrees to the terms and conditions of this EULA as provided herein. If the SOFTWARE is an update or upgrade, any transfer must include all prior versions of the SOFTWARE.
5. Termination. Without prejudice to any other rights it may have, C1 may terminate this EULA and the Licenses if you fail to comply with the terms and conditions contained herein. In such an event, you must destroy all copies of the SOFTWARE and all of its component parts.
6. Export Restrictions. You acknowledge that the SOFTWARE is of U.S. origin. You acknowledge that the license and distribution of the SOFTWARE is subject to the export control laws and regulations of the United States of America, and any amendments thereof, which restrict exports and re-exports of software, technical data, and direct products of technical data, including services. You agree that you will not export or re-export the SOFTWARE, or any information, documentation and/or printed materials related thereto, directly or indirectly, without first obtaining permission to do so as required from the United States of America Department of Commerce's Bureau of Export Administration ("BXA"), or other appropriate governmental agencies, to any countries, end-users, or for any end-uses that are restricted by U.S. export laws and regulations, and any amendments thereof, which include, but are not limited to, the following:

Restricted Countries: Restricted Countries currently include, but are not necessarily limited to Cuba, Iran, Iraq, Libya, Montenegro, North Korea, Serbia, Sudan, and Syria.

Restricted End-Users: Any End-User whom you know or have reason to know will use SOFTWARE in the design, development, or production of missiles and missile technology, nuclear weapons and weapons technology, or chemical and biological weapons. Any national of any of the Restricted Countries, wherever located, who intends to transmit or transport the SOFTWARE to one of the Restricted Countries.

Restricted End-Uses: Any use of SOFTWARE related to the design, development, or production of missiles and missile technology, nuclear weapons and weapons technology, or chemical and biological weapons.

These restrictions change from time to time. You represent and warrant that neither the BXA nor any other United States federal agency has suspended, revoked or denied your export privileges. C1 acknowledges that it shall use reasonable efforts to supply you with all reasonably necessary information regarding the SOFTWARE and its business to enable you to fully comply with the provisions of this Section. If you have any questions regarding your obligations under United States of America export regulations, you should contact the Bureau of Export Administration, United States Department of Commerce, Exporter Counseling Division, Washington DC. U.S.A. (202) 482-4811, http://www.bxa.doc.gov.

7. U.S. Government Restricted Rights. The SOFTWARE and documentation are provided with RESTRICTED RIGHTS. For solicitations issued before December 1, 1995, by the United States of America, its agencies and/or instrumentalities (the "Government"), other than the Department of Defense, the use, duplication or disclosure of the software and documentation provided to the Government under this EULA shall be subject to the RESTRICTED RIGHTS as set forth in subparagraphs (c)(1) and (2) of the Commercial Computer Software - Restricted Rights clause at 48 CFR ch.1 52.227-19. For solicitations issued before September 29, 1995, by the Department of Defense, the use, duplication or disclosure of the software and documentation provided under this EULA shall be subject to the RESTRICTED RIGHTS as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at 48 CFR ch.2 252.227-7013. You will comply with any requirements of the Government to obtain such RESTRICTED RIGHTS protection, including without limitation, the placement of any restrictive legends on the SOFTWARE, and any license agreement used in connection with the distribution of the SOFTWARE. Manufacturer is ComponentOne, LLC, 201 S. Highland Avenue, Pittsburgh, Pennsylvania 15206 USA. For solicitations issued by the Government on or after December 1, 1995 and the Department of Defense on or after September 29, 1995, the only rights provided in the software and documentation provided herein shall be those contained in this EULA. Under no circumstances shall C1 be obligated to comply with any Governmental requirements regarding the submission of or the request for exemption from submission of cost or pricing data or cost accounting requirements. For any distribution of the SOFTWARE that would require compliance by C1 with the Government's requirements relating to cost or pricing data or cost accounting requirements, you must obtain an appropriate waiver or exemption from such requirements for the benefit of C1 from the appropriate Government authority before the distribution and/or license of the SOFTWARE to the Government.

IV. WARRANTIES AND REMEDIES.

1. Limited Warranty. C1 warrants that the original media, if any, are free from defects for ninety (90) days from the date of delivery of the SOFTWARE. EXCEPT AS OTHERWISE PROVIDED IN THE PRECEDING SENTENCE, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, C1 EXPRESSLY DISCLAIMS ANY WARRANTY FOR THE SOFTWARE, DOCUMENTATION AND ANYTHING ELSE PROVIDED BY C1 HEREBY AND C1 PROVIDES THE SAME IN “AS IS” CONDITION WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF THE SOFTWARE AND DOCUMENTATION REMAINS WITH YOU. THIS LIMITED WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS. YOU MAY HAVE OTHERS WHICH VARY FROM STATE TO STATE.
2. Limited Remedy. C1's entire liability and your exclusive remedy under this EULA shall be, at C1's sole option, either (a) return of the price paid for the SOFTWARE; (b) repair the SOFTWARE through updates distributed online or otherwise in C1's discretion; or (c) replace the SOFTWARE with SOFTWARE that substantially performs as described in the SOFTWARE documentation, provided that you return the SOFTWARE in the same manner as provided in Section I.2 for return of the SOFTWARE for non-acceptance of this EULA. Any media for any repaired or replacement SOFTWARE will be warranted for the remainder of the original warranty period or thirty (30) days, whichever is longer. THESE REMEDIES ARE NOT AVAILABLE OUTSIDE OF THE UNITED STATES OF AMERICA. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL C1 BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFIT, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE, EVEN IF C1 HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES IN CERTAIN CASES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

V. MISCELLANEOUS.

1. This is the Entire Agreement. This EULA (including any addendum or amendment to this EULA included with the SOFTWARE) is the final, complete and exclusive statement of the entire agreement between you and C1 relating to the SOFTWARE. This EULA supersedes any prior and contemporaneous proposals, purchase orders, advertisements, and all other communications in relation to the subject matter of this EULA, whether oral or written. No terms or conditions, other than those contained in this EULA, and no other understanding or agreement which in any way modifies these terms and conditions, shall be binding upon the parties unless entered into in writing executed between the parties, or by other non-oral manner of agreement whereby the parties objectively and definitively act in a manner to be bound (such as by continuing with an installation of the SOFTWARE, "clicking-through" a questionnaire, etc.) Employees, agents and other representatives of C1 are not permitted to orally modify this EULA.
2. You Indemnify C1. You agree to indemnify, hold harmless, and defend C1 and its suppliers and resellers from and against any and all claims or lawsuits, including attorney's fees that arise or result from any violations of the terms of this EULA.
3. Interpretation of this EULA. If for any reason a court of competent jurisdiction finds any provision of this EULA, or any portion thereof, to be unenforceable, that provision of this EULA will be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of this EULA will continue in full force and effect. Formatives of defined terms shall have the same meaning of the defined term. Failure by either party to enforce any provision of this EULA will not be deemed a waiver of future enforcement of that or any other provision. Except as otherwise required or superseded by law, this EULA is governed by the laws of the Commonwealth of Pennsylvania, without regard to its conflict of laws principles. The parties consent to the personal jurisdiction and venue of the Commonwealth of Pennsylvania, in the County of Allegheny, and agree that any legal proceedings arising out of this EULA shall be conducted solely in such Commonwealth. If the SOFTWARE was acquired outside the United States, then local law may apply.