Eula
Eula
1. License
1.2 All proprietary rights and trade secrets in the Program(s) and
the Documentation, and all copies (in whole or part) shall be the
exclusive property of Cendio (and its licensors), and are protected by
copyright laws and international treaty provisions. Licensee shall have
no right, title, or interest therein except for the rights expressly
granted under this License.
1.3 Licensee may not use, copy, alter, merge, adapt, modify, rent,
or lease the Program(s) or the Documentation, or any copy thereof, in
whole or in part, except as expressly provided in this License or under
applicable statutes.
2.1 The Program(s) may include certain third party open source and
free software components ("Open Source Components"), each of which has
its own copyright and its own license conditions ("Open Source
License"). A list of included Open Source Components and their
respective licenses can be found in the open_source_licenses.txt file.
2.2 Upon request Cendio will deliver all the corresponding source
code for the Open Source Components at the cost of postage charges
incurred. This offer to obtain the source code is valid for three years
from the date you acquired the Program(s).
2.3 To the extent any Open Source License grants the Licensee
rights to use, copy or modify the Open Source Component that are
broader than the rights granted in Section 1, then such rights shall
take precedence over the rights and restrictions granted in this
License solely for such Open Source Components.
2.4 The Open Source Components are provided "as is" by the third
party licensors who disclaim all liabilities, damages, (even if they
have been advised of the possibility of such damages), warranties,
indemnities and other obligations of any kind, express or implied, with
regard to the Open Source Components. The Open Source Components are
excluded from any indemnity provided by Cendio in this License. Nothing
in the foregoing affects any performance warranty provided by Cendio
with regard to the Program(s) as a whole.
3. Confidentiality
4.3 Licensee's sole and exclusive remedy for breach of any of the
above warranties shall be, at Cendio's option, the repair or
replacement of the Program(s) or the media, or the refund of the
license fee paid by the Licensee, reduced by a reasonable depreciation
based on the time the Program(s) have been in use.
4.4 EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 4 AND
NOTWITHSTANDING ANY OTHER TERMS IN THIS LICENSE, CENDIO MAKES NO
EXPRESS OR IMPLIED WARRANTY WITH RESPECT TO THE PROGRAM(S) OR
DOCUMENTATION, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT
OF THIRD PARTY RIGHTS. CENDIO DOES NOT WARRANT THAT ANY PROGRAM(S) WILL
BE ERROR-FREE, OR THAT ANY DEFECTS THAT MAY EXIST IN ANY PROGRAM(S) CAN
BE CORRECTED.
5. Limitation on Liability
6. Indemnity
6.1 Cendio shall indemnify Licensee for any claim, demand or cause
of action by a third party ("Demand") to the extent that it is based
upon a claim that the Program(s) infringe any patent, trademark, or
Berne Convention copyright, or that the Program(s) misappropriate any
trade secret of any third party within the country in which the site is
located. The foregoing indemnification is conditioned on Licensee
notifying Cendio promptly in writing of such Demand, Licensee not making
any admissions or prejudicial statements, Licensee giving Cendio sole
control of the defense thereof (and any negotiations for settlement or
compromise thereof), and Licensee cooperating in the defense thereof at
Cendio request, provided that Licensee may, at its own expense, assist
in such defense if it so chooses. Cendio, at its sole option and expense
may: (a) procure for Licensee the right to continue using the
Program(s); or (b) substitute a non-infringing version of the Program(s)
so that the Program(s) become non-infringing and still conform to the
applicable specifications; or (c) return the license fee paid by
Licensee hereunder for the Program(s), less an amount equal to straight
line depreciation of the Program(s) over four years, and Licensee shall
immediately return the Program(s) to Cendio. Licensee shall not incur
any costs or expenses on behalf of Cendio under or pursuant to this
Section without Cendio's prior written consent.
7. Termination
8. General
8.3 Cendio and its licensors shall have the right to conduct an
audit of (and to copy) Licensee's records on reasonable notice and not
more than once in each twelve month period to verify that Licensee is
complying with the terms hereof. In the event that an underpayment is
revealed as the result of such audit Licensee shall immediately upon
being so requested by Cendio pay such underpayment together with the
costs of any such audit.
8.6 Licensee agrees that this License is the complete and exclusive
statement of the mutual understanding between the parties and
supersedes all previous written and oral agreements and communications
relating to the subject matter of this License. It may not be modified
or waived except in writing signed by authorized representatives of
both parties.
8.7 All notices under this License shall be in writing, and shall
be deemed delivered 5 (five) days after sending in the case of notices
sent by post or the next business day after sending in the case of
notices by email.