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SimpServer test releases License Agreement |
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This Agreement sets forth the terms and conditions under which test releases |
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(also called beta versions) of the software known as SimpServer will be licensed |
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by Secway SARL ("Secway") to you ("Licensee") for the duration of the test |
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period. |
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IMPORTANT: BY CLICKING THE ACCEPTANCE BUTTON OR INSTALLING OR USING OR |
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DISTRIBUTING SIMPSERVER BETA VERSIONS (THE "PRODUCT") OR ANY OF ITS FILES (THE |
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"PACKAGE"), THE INDIVIDUAL OR ENTITY LICENSING THE PRODUCT ("LICENSEE") IS |
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CONSENTING TO BE BOUND BY AND IS BECOMING A PARTY TO THIS AGREEMENT. IF LICENSEE |
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DOES NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, THE BUTTON INDICATING NON- |
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ACCEPTANCE MUST BE SELECTED, AND LICENSEE MUST NOT INSTALL OR DISTRIBUTE OR USE |
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THE SOFTWARE. |
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Terms of the license agreement |
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1. LICENSE AGREEMENT. This license agreement governs the obtaining, use, |
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duplication, distribution, and modification of the Product and its package. Use, |
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duplication, distribution or modification of the Product and its package implies |
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the acceptation of this license agreement. |
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2. LICENSE GRANT. |
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a. Secway grants Licensee a non-exclusive and non-transferable license to |
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reproduce and use for personal purposes the executable code version of the |
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Product for the duration of the test period, provided any copy must contain all |
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of the original proprietary notices. |
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b. This license does not entitle Licensee to receive from Secway hard-copy |
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documentation, technical support, telephone assistance, or enhancements or |
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updates to the Product. |
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c. Licensee may not customize the Product unless he has received a written |
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agreement from Secway. In this case, the exact terms and extends of this |
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customization are to be found in the written agreement. |
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d. Licensee may not redistribute the Product unless for personal or |
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internal business purposes. Redistribution must be free except possibly for |
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media or bandwidth costs, and redistributed files must be the original package |
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as obtained from Secway, without any modification. Distribution of the Product |
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or its package aggregated with other programs as part of a larger (possibly |
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commercial) software distribution may be permitted by a written agreement from |
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Secway. Such distribution is also governed by terms of this license agreement |
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plus amendments possibly made by the written agreement. |
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3. RESTRICTIONS. |
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a. Except as otherwise expressly permitted in this Agreement, Licensee may |
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not: |
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i. modify or create any derivative works of the Product or documentation, |
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including translation or localization |
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ii. redistribute, encumber, sell, rent, lease, sublicense, or otherwise |
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transfer rights to the Product |
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iii. remove or alter any trademark, logo, copyright or other proprietary |
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notices, legends, symbols or labels in the Product |
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iv. publish any results of benchmark tests or evaluation or reverse |
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engineering (see below) run on the Product to a third party without Secway's |
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prior written consent, which cannot be refused without any valid reason. |
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b. Decompilation, disassembly, reverse engineering or any attempt to derive |
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the source code for the Product is allowed for personal verification purposes |
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only. |
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4. FEES. |
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a. There is no license fee for the Product. |
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b. If Licensee wishes to receive the Product on media, there may be a small |
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charge for the media and for shipping and handling. Licensee is responsible for |
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any and all taxes. |
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5. TERMINATION. |
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a. Without prejudice to any other rights, Licensor may terminate this |
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Agreement 1) at the end of the test period, as fixed by Licensor and posted to |
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its Web site on the Internet or 2) if Licensee breaches any of its terms and |
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conditions. Upon termination, Licensee shall destroy all copies of the Product. |
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6. PROPRIETARY RIGHTS. |
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a. Title, ownership rights, and intellectual property rights in the Product |
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shall remain in Secway and/or its suppliers. |
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b. Licensee acknowledges such ownership and intellectual property rights |
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and will not take any action to jeopardize, limit or interfere in any manner |
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with Secway's or its suppliers' ownership of or rights with respect to the |
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Product. |
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c. The Product is protected by copyright and other intellectual property |
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laws and by international treaties. |
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d. Title and related rights in the content accessed through the Product is |
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the property of the applicable content owner and is protected by applicable law. |
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The license granted under this Agreement gives Licensee no rights to such |
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content. |
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e. The names Secway or Simp or SimpServer may not be used to endorse or |
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promote products derived from this software without specific prior written |
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permission. |
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7. DISCLAIMER OF WARRANTY. |
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BECAUSE THE PROGRAM IS LICENSED FREE OF CHARGE, THERE IS NO WARRANTY FOR THE |
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PROGRAM, TO THE EXTENT PERMITTED BY APPLICABLE LAW. EXCEPT WHEN OTHERWISE STATED |
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IN WRITING THE COPYRIGHT HOLDERS AND/OR OTHER PARTIES PROVIDE THE PROGRAM "AS |
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IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT |
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NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A |
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PARTICULAR PURPOSE. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE |
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PROGRAM IS WITH YOU. SHOULD THE PROGRAM PROVE DEFECTIVE, YOU ASSUME THE COST OF |
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ALL NECESSARY SERVICING, REPAIR OR CORRECTION. |
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8. LIMITATION OF LIABILITY. |
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TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL LICENSOR OR |
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ITS SUPPLIERS OR RESELLERS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR |
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CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE THE PRODUCT, |
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INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, |
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COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR |
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LOSSES, EVEN IF ADVISED OF THE POSSIBILITY THEREOF, AND REGARDLESS OF THE LEGAL |
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OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED. |
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IN ANY CASE, LICENSOR'S ENTIRE LIABILITY UNDER ANY PROVISION OF THIS AGREEMENT |
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SHALL NOT EXCEED IN THE AGGREGATE THE SUM OF THE FEES LICENSEE PAID FOR THIS |
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LICENSE (IF ANY) AND FEES FOR SUPPORT OF THE PRODUCT RECEIVED BY SECWAY UNDER A |
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SEPARATE SUPPORT AGREEMENT (IF ANY), WITH THE EXCEPTION OF DEATH OR PERSONAL |
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INJURY CAUSED BY THE NEGLIGENCE OF LICENSOR TO THE EXTENT APPLICABLE LAW |
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PROHIBITS THE LIMITATION OF DAMAGES IN SUCH CASES. SOME JURISDICTIONS DO NOT |
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ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO |
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THIS EXCLUSION AND LIMITATION MAY NOT BE APPLICABLE. SECWAY IS NOT RESPONSIBLE |
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FOR ANY LIABILITY ARISING OUT OF CONTENT PROVIDED BY LICENSEE OR A THIRD PARTY |
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THAT IS ACCESSED THROUGH THE PRODUCT AND/OR ANY MATERIAL LINKED THROUGH SUCH |
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CONTENT. |
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9. ENCRYPTION. |
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The Product containing encryption algorithms that may be forbidden by certain |
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legislations or in certain parts of the World, Licensee must ensure himself that |
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he has the legal right to import and/or use the Product. When redistributing |
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copies of the Product in accordance with 1. and 2., the Licensee shall also |
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ensure that he has the legal right to redistribute such copies, especially when |
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exporting them. |
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10. HIGH RISK ACTIVITIES. |
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The Product is not fault-tolerant and is not designed, manufactured or intended |
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for use or resale as on-line control equipment in hazardous environments |
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requiring fail-safe performance, such as in the operation of nuclear facilities, |
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aircraft navigation or communication systems, air traffic control, direct life |
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support machines, or weapons systems, in which the failure of the Product could |
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lead directly to death, personal injury, or severe physical or environmental |
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damage ("High Risk Activities"). Accordingly, Licensor and its suppliers |
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specifically disclaim any express or implied warranty of fitness for High Risk |
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Activities. Licensee agrees that Licensor and its suppliers will not be liable |
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for any claims or damages arising from the use of the Product in such |
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applications. |
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11. MISCELLANEOUS. |
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a. This Agreement constitutes the entire agreement between the parties |
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concerning the subject matter hereof. |
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b. This Agreement may be amended only by a writing signed by both parties. |
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c. Except to the extent applicable law, if any, provides otherwise, this |
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Agreement shall be governed by the laws of France. |
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d. If any provision in this Agreement should be held illegal or |
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unenforceable by a court having jurisdiction, such provision shall be modified |
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to the extent necessary to render it enforceable without losing its intent, or |
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severed from this Agreement if no such modification is possible, and other |
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provisions of this Agreement shall remain in full force and effect. |
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e. The controlling language of this Agreement is French. If Licensee has |
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received a translation into another language, it has been provided for |
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Licensee's convenience only. |
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f. A waiver by either party of any term or condition of this Agreement or |
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any breach thereof, in any one instance, shall not waive such term or condition |
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or any subsequent breach thereof. |
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g. The provisions of this Agreement which require or contemplate |
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performance after the expiration or termination of this Agreement shall be |
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enforceable notwithstanding said expiration or termination. |
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h. Licensee may not assign or otherwise transfer by operation of law or |
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otherwise this Agreement or any rights or obligations herein except in the case |
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of a merger or the sale of all or substantially all of Licensee's assets to |
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another entity. |
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i. This Agreement shall be binding upon and shall inure to the benefit of |
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the parties, their successors and permitted assigns. |
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j. Neither party shall be in default or be liable for any delay, failure in |
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performance (excepting the obligation to pay) or interruption of service |
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resulting directly or indirectly from any cause beyond its reasonable control. |
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k. The relationship between Licensor and Licensee is that of independent |
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contractors and neither Licensee nor its agents shall have any authority to bind |
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Licensor in any way. |
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l. If any dispute arises under this Agreement, the prevailing party shall |
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be reimbursed by the other party for any and all legal fees and costs associated |
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therewith. |
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m. The headings to the sections of this Agreement are used for convenience |
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only and shall have no substantive meaning. |
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n. Licensor may use Licensee's name in any customer reference list or in |
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any press release issued by Licensor regarding the licensing of the Product |
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and/or provide Licensee's name and the names of the Product licensed by Licensee |
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to third parties. |
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[end.] |
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