IMPORTANT — READ CAREFULLY:
THE XMLRG BETA SOFTWARE IS PROVIDED ONLY UNDER THE FOLLOWING LICENSE WITH RENDERX, INC. (HEREINAFTER "LICENSOR"). PLEASE READ THE FOLLOWING LICENSE CAREFULLY. YOU WILL BE PROVIDED WITH A COPY OF THE XMLRG BETA SOFTWARE AND RELATED "ONLINE" OR ELECTRONIC DOCUMENTATION (HEREINAFTER REFERRED TO AS "BETA SOFTWARE PRODUCT") ONLY IF YOU ACCEPT THE FOLLOWING SOFTWARE LICENSE AGREEMENT (HEREINAFTER "AGREEMENT"). THIS IS AN AGREEMENT BETWEEN YOU (HEREINAFTER "LICENSEE") AND THE LICENSOR.
The BETA SOFTWARE PRODUCT also includes any patches, updates and supplements to this original BETA SOFTWARE PRODUCT if provided to the LICENSEE by and at the LICENSOR’s sole discretion. By installing, copying, downloading, accessing or otherwise using the BETA SOFTWARE PRODUCT, LICENSEE agrees to be bound by the terms of this AGREEMENT. If LICENSEE does not agree to the terms of this AGREEMENT, LICENSEE shall not install, copy, download, or otherwise use the BETA SOFTWARE PRODUCT.
The BETA SOFTWARE PRODUCT is protected by copyright laws and international copyright treaties, as well as certain pending patent rights, and other intellectual property laws and treaties. The BETA SOFTWARE PRODUCT is licensed, not sold.
Subject to the terms of this AGREEMENT, LICENSOR grants to LICENSEE a non-exclusive, non-transferable, time-limited license (the "LICENSE") to use the BETA SOFTWARE PRODUCT, in Object Code form for its internal, end-use purposes only (excluding the commercialization of information technology products), in the ordinary course of LICENSEE’s business.
The license period shall be in effect from the time LICENSEE installs the BETA SOFTWARE PRODUCT, thereby accepting the terms and conditions contained herein, or otherwise expressly accepts the terms and conditions of this LICENSE, and shall remain in effect for a term of thirty (30) days from the date of installation of the BETA SOFTWARE PRODUCT or such other time as agreed by LICENSOR and LICENSEE, or until the BETA SOFTWARE PRODUCT reaches general availability, whichever is earlier (hereinafter "LICENSE PERIOD"). LICENSOR reserves the right to terminate this AGREEMENT at any time upon written notice to LICENSEE. Termination of this AGREEMENT constitutes termination of the LICENSE granted herein. This AGREEMENT will otherwise terminate upon the conditions set forth in this AGREEMENT or if LICENSEE fails to comply with any term or condition of this AGREEMENT including failure to pay any applicable license fee.
All rights not specifically granted to LICENSEE in this Agreement are retained by LICENSOR.
LICENSEE may install and use one copy of the BETA SOFTWARE PRODUCT on a single computer. LICENSEE may also store or install a copy of the BETA SOFTWARE PRODUCT on a storage device, such as a network server, used only to install or run the BETA SOFTWARE PRODUCT over an internal network; however, LICENSEE must acquire and dedicate a LICENSE for each separate computer on or from which the BETA SOFTWARE PRODUCT is installed, used, accessed, displayed or run. A LICENSE for the BETA SOFTWARE PRODUCT may not be shared or used concurrently on different computers.
LICENSEE agrees to provide timely feedback, which may include bug reports, conferences with LICENSOR’s representatives and/or written evaluations, to LICENSOR in relation to the BETA SOFTWARE PRODUCT and that LICENSOR will have no confidentiality obligations, as described in this Section 1.2, with respect to such feedback. LICENSEE agrees that LICENSOR and its designees will be free to copy, modify, create derivative works, publicly display, disclose, distribute, license and sublicense through multiple tiers of distribution and licensees, incorporate and otherwise use the feedback, including derivative works thereto, for any and all commercial and non-commercial purposes.
The LICENSE does not permit LICENSEE to: (a) grant any sublicense for all or part of the BETA SOFTWARE PRODUCT; (b) use the BETA SOFTWARE PRODUCT in conjunction with any other software, data or equipment in such a manner as would cause the resulting product to infringe upon any Intellectual Property Rights of third parties; (c) copy the BETA SOFTWARE PRODUCT, except for backup or archival purposes and provided that each such copy of the BETA SOFTWARE PRODUCT is subject to the terms of this AGREEMENT; (d) transfer, assign, rent, lease, or otherwise dispose of the BETA SOFTWARE PRODUCT on a temporary or permanent basis; (e) make the BETA SOFTWARE PRODUCT available to remote users; or (f) use the BETA SOFTWARE PRODUCT except as expressly permitted in this AGREEMENT.
LICENSEE agrees: (a) not to remove from the BETA SOFTWARE PRODUCT any copyright notices embedded thereon or therein which acknowledge that LICENSOR has a copyright, trademark, certain pending patent rights, and other intellectual property interests in the BETA SOFTWARE PRODUCT, as the case may be; (b) not to remove any references in or on the BETA SOFTWARE PRODUCT to LICENSOR'S name; (c) to immediately notify LICENSOR if LICENSEE becomes aware of any actual or potential claims by a third party arising in respect LICENSEE'S use of the BETA SOFTWARE PRODUCT; (d) not to use the BETA SOFTWARE PRODUCT in contravention of any law.
The BETA SOFTWARE PRODUCT may be used on computer systems that meet the system requirements specified by LICENSOR. LICENSOR is not required to supply any required hardware and/or software required for proper operation of the BETA SOFTWARE PRODUCT.
The Software is distributed along with other LICENSOR’s BETA SOFTWARE PRODUCTs as part of a suite of products, the license of the BETA SOFTWARE PRODUCT’s package is licensed as a single product, and none of the products in the BETA SOFTWARE PRODUCT’s package, including the BETA SOFTWARE PRODUCT, may be separated for installation or use on more than one computer.
A version of XEP is supplied as part of the BETA SOFTWARE PRODUCT'S installation package. Use of XEP is subject to the terms of its software license agreement.
The package may include additional third-party software ("THIRD-PARTY SOFTWARE") as specified in Subsection 4.2 below.
LICENSEE agrees not reverse engineer, decompile or disassemble the BETA SOFTWARE PRODUCT.
This AGREEMENT does not grant LICENSEE any rights in connection with any copyright, patent, trademark, trade secret of LICENSOR, except for what is specifically provided herein with this AGREEMENT.
LICENSOR reserves the right at any time not to release or to discontinue release of any BETA SOFTWARE PRODUCT and to alter prices, features, specifications, capabilities, functions, licensing terms, release dates, general availability or other characteristics of the BETA SOFTWARE PRODUCT.
Any upgrade to the BETA SOFTWARE PRODUCT provided by LICENSOR is subject to the terms of this AGREEMENT unless modified by the LICENSOR, at the LICENSOR'S sole discretion.
Title, ownership rights, and all Intellectual Property Rights in and to the BETA SOFTWARE PRODUCT shall remain the sole and exclusive property of LICENSOR. LICENSEE acknowledges that LICENSOR has copyright, trademark, and certain pending patent rights in the underlying BETA SOFTWARE PRODUCT. Moreover, LICENSEE again further acknowledges that the BETA SOFTWARE PRODUCT contains valuable Confidential Information and certain pending patent rights of the LICENSOR; therefore, LICENSEE agrees: (a) not to modify the BETA SOFTWARE PRODUCT, or attempt to decipher, decompile, disassemble or reverse engineer the BETA SOFTWARE PRODUCT or assist or encourage any third party in doing so; and (b) to hold in strict confidence its knowledge of the Confidential Information as a trade secret for the benefit of LICENSOR.
LICENSOR has made use of all THIRD-PARTY SOFTWARE in full compliance of all applicable terms and conditions of copyright holders and/or other authorized parties.
4.2.1. 4.2.1. The BETA SOFTWARE PRODUCT contains, either as its integral part or a separate product, the following THIRD-PARTY SOFTWARE:
4.2.2. All THIRD-PARTY SOFTWARE may only be used as part of and in connection with the Software
This AGREEMENT and the LICENSE granted herein shall terminate upon the expiration of the LICENSE PERIOD or upon such earlier date as LICENSOR may, by written or electronic notice provide to LICENSEE. Moreover, this AGREEMENT and LICENSE shall terminate because of LICENSEE'S breach of any provision of this AGREEMENT.
Termination of the LICENSE will not affect the other provisions of the AGREEMENT, which provisions will survive termination of the LICENSE.
LICENSEE agrees upon termination of this AGREEMENT for any reason whatsoever to immediately uninstall the BETA SOFTWARE PRODUCT and destroy all copies of the BETA SOFTWARE PRODUCT in its possession and/or under its control. Nothing in this AGREEMENT shall absolve LICENSEE from liability for damages resulting from any breach of this AGREEMENT by LICENSEE, notwithstanding that LICENSOR may have other remedies available under this AGREEMENT (including the right to terminate the LICENSE). If LICENSEE breaches any provision of this AGREEMENT, LICENSEE acknowledges that such breach may diminish substantially the value of such Intellectual Property rights of LICENSOR and may irrevocably harm LICENSOR, and in such event LICENSOR (without limiting its other rights or remedies) shall be entitled to equitable relief (including but not limited to injunctive relief) to protect LICENSOR'S interests, and indemnification and reimbursement for any all expenses incurred by LICENSOR from LICENSEE in protecting LICENSOR'S interests or defending LICENSOR'S rights as a result of LICENSEE'S breach of this AGREEMENT.
THE BETA SOFTWARE PRODUCT IS PROVIDED "AS IS". LICENSOR MAKES NO REPRESENTATION OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE BETA SOFTWARE PRODUCT, INCLUDING WITHOUT LIMITATION WARRANTIES OF FITNESS FOR A PARTICULAR USE OR PURPOSE, MERCHANTABILITY, NONINFRINGEMENT, OR THAT THE SOFTWARE WILL OPERATE WITHOUT INTERRUPTION OR BE ERROR FREE, AND LICENSOR HEREBY DISCLAIMS ALL SUCH REPRESENTATIONS AND WARRANTIES.
LIABLE FOR ANY DAMAGES (INCLUDING DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL AND SPECIAL DAMAGES) UNDER ANY THEORY OF LIABILITY (INCLUDING TORT CONTRACT, OR ANY OTHER THEORY) WHETHER SUFFERED BY LICENSEE OR ANY OTHER USER OF THE SOFTWARE, OR ANY THIRD PARTY, EVEN IF LICENSOR WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
If any term, condition, or provision in this AGREEMENT is found to be invalid, unlawful or unenforceable to any extent, the remaining terms, conditions and provisions will continue to be valid and enforceable to the fullest extent permitted by law. LICENSOR and LICENSEE expressly agree that, in all respects pertaining to this AGREEMENT and its subject matter, our respective rights, obligations and remedies shall be governed exclusively by the terms of this AGREEMENT and that this AGREEMENT supersedes any prior understandings and agreements between us with respect to its subject matter. There are no representations, warranties, terms, conditions, undertakings or collateral agreements, express, implied or statutory, between us other than as expressly made in this AGREEMENT.
This AGREEMENT may not be amended, except in writing, signed by both LICENSEE and LICENSOR. No terms, provisions or conditions of any purchase order, acknowledgment or other business form that LICENSEE may use in connection with the acquisition or licensing of the BETA SOFTWARE PRODUCT will have any effect on the rights, duties or obligations of LICENSEE or LICENSOR under, or will otherwise modify, this AGREEMENT, regardless of any failure of LICENSOR to object to such terms, provisions or conditions.
Except as specifically provided herein, this AGREEMENT shall be governed by the laws of the State of California and the federal laws of the United States of America, exclusive of any conflicts of laws principles which would require the application of the laws of another jurisdiction. LICENSEE agrees that any dispute regarding this AGREEMENT or the rights and obligations herein will be heard in the state or federal courts having jurisdiction for Santa Clara County, California, and LICENSEE agrees to be subject to the personal jurisdiction of such courts.
If LICENSEE downloads the BETA SOFTWARE PRODUCT or installs the BETA SOFTWARE PRODUCT or uses the BETA SOFTWARE PRODUCT on a computer, LICENSEE shall be deemed to have accepted the terms of this AGREEMENT and to be legally bound thereby. If LICENSEE does not accept the terms of this AGREEMENT and does not desire to be legally bound thereby and the LICENSEE'S governing law permits rescission, then LICENSEE may rescind acceptance by destroying the downloaded BETA SOFTWARE PRODUCT within five (5) days after download. However, prior to any destruction of the BETA SOFTWARE PRODUCT, the LICENSEE remains bound by all terms and provisions of this AGREEMENT, and continues to be bound to the terms and the provisions which survive this AGREEMENT as enumerated herein and above.