END-USER LICENSE AGREEMENT FOR COMPONENTONE WEB PARTS SOFTWARE for SHAREPOINT
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.
- Software Covered by this EULA. This EULA governs your use of the GrapeCity, Inc. ("GC") software product(s) enclosed or otherwise accompanied herewith (individually and collectively, the "SOFTWARE"). The term "SOFTWARE" includes, to the extent provided by GC: 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").
- This EULA is a Legally Binding Agreement Between You and GC. 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 GC. You intend to be legally bound to this EULA to the same extent as if GC 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 GC for a period of thirty (30) days from the date of your purchase. To return the product directly to GC, you must obtain a GC Return Authorization Number by contacting GC, and you must forward all items purchased, including the proof of purchase, directly to GC. 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 GC is only available to the original purchaser of an unopened factory packaged item.
II. YOUR LICENSE TO INSTALL AND TO USE.
As provided in more detail below, this EULA grants you : 1) a limited, royalty-free, non-exclusive license to install the SOFTWARE onto one Network Server (as defined below) ; and 2) a limited, royalty-free, non-exclusive license to use the SOFTWARE to create and deploy Web Sites on one Network Server. Both of 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.
Note: The SOFTWARE may make use of intellectual property owned or licensed by other third parties. The terms and conditions upon which said third parties license such intellectual property are not part of this EULA; so you must obtain such licenses from the respective owners.
Definitions. The following terms have the respective meanings as used in this EULA:
"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.
“Web Parts” shall mean reusable server-side software controls that run inside the context of special pages (that is, Web part pages) within an ASP.NET application or a Windows SharePoint Services site. They are the "building blocks" of pages in Windows SharePoint Services.
The SOFTWARE is licensed to you on a Network Server basis.
The Network Server License means that you may perform a single install of the SOFTWARE for use in the development and deployment of a Web Site on a single Network Server.
In all cases, you may not use GC's name, logo, or trademarks to market your Web Site without the express written consent of GC; (b) you must include the following GC copyright notice in your Documentation and/or in your deployed Web Site, and wherever the copyright/rights notice is located (“Portions Copyright © GrapeCity, Inc. 2011. All Rights Reserved.”); (c) agree to indemnify, hold harmless, and defend GC, 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 Web Site; (d) you may use the SOFTWARE only to create Web Sites.
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 Web Parts Software for SharePoint. ComponentOne Web Parts Software for SharePoint is intended to be installed on one Network Server. GC grants to you the following rights to the SOFTWARE: a) Installation: You may install one copy of the SOFTWARE on a single Network Server; b) Use: When installed and initialized, the SOFTWARE provides reusable Web Parts which you may be use in the creation of SharePoint web sites c) Copy for Archival and Disaster Recovery Purposes: You may make one copy of the SOFTWARE for archival and disaster recovery purposes only.
You may use the SOFTWARE to create and deploy Web Sites on one Network Server only. To create or deploy Web Sites in more than one Network Server, you must purchase one additional SOFTWARE license for each additional Network Server.
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 GC from time-to-time, and, if so provided by GC, are provided upon the terms and conditions offered at that time by GC in its sole discretion. GC 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 GC'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 Web Site 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 version, specifically designated as such by GC on its website or otherwise, 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 GC 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 Web Site created with the Evaluation or Beta License may not be distributed or used for any commercial purpose.
III. INTELLECTUAL PROPERTY.
- 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 GC, except to the limited extent that GC 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. GC reserves all rights not otherwise expressly and specifically granted to you in this EULA.
- 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. Notwithstanding the foregoing, you may not copy the Documentation.
- 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.
- 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.
- Termination. Without prejudice to any other rights it may have, GC 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.
- 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. GC 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.
- 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 GrapeCity, Inc., 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 GC 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 GC 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 GC from the appropriate Government authority before the distribution and/or license of the SOFTWARE to the Government.
IV. WARRANTIES AND REMEDIES.
- Limited Warranty. GC 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, GC EXPRESSLY DISCLAIMS ANY WARRANTY FOR THE SOFTWARE, DOCUMENTATION AND ANYTHING ELSE PROVIDED BY GC HEREBY AND GC 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.
- Limited Remedy. GC's entire liability and your exclusive remedy under this EULA shall be, at GC's sole option, either (a) return of the price paid for the SOFTWARE; (b) repair the SOFTWARE through updates distributed online or otherwise in GC'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 GC 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 GC 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.
- 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 GC 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 GC are not permitted to orally modify this EULA.
- You Indemnify GC. You agree to indemnify, hold harmless, and defend GC 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.
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 State. If the SOFTWARE was acquired outside the United States, then local law may apply. However, the application of the U.N. Convention of Contracts for the International Sale of Goods is expressly excluded. The original version of this EULA is the English language version. Any discrepancy or conflict that may arise between the English version of this EULA and those written in any other language shall be resolved and interpreted with reference to the English version, which will always control.