This is a legal agreement (“Agreement”) between you (either an individual or an entity), and TeamDev Ltd. (“TeamDev”).
IMPORTANT [PLEASE READ CAREFULLY]: BY INSTALLING, USING OR COPYING THE SOFTWARE OR ANY RELATED DOCUMENTATION (“SOFTWARE”) YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, YOU ARE NOT AUTHORIZED TO INSTALL OR USE THE SOFTWARE.
a) “Software” means the software product supplied by TeamDev in binary form and corresponding documentation, associated media, printed materials, and online or electronic documentation.
b) “Runtime” means the files that are included into the Software and are required for distribution of the programs that you create using the Software. Runtime files are identified in the documentation accompanying the Software or on-line documentation (“Documentation”). You should refer to the Documentation, including any “readme” or “runtime” files provided with the Software, for additional information regarding redistributable files.
c) “Evaluation License Key” means a file that allows using the Software for evaluation purposes for a limited period of time which shall commence on the day of Evaluation License acquisition, and terminate pursuant to the provisions defined by the section 3 “Evaluation License Grant” of this Agreement.
d) “Development License Key” means a file that allows you to integrate the Software into programs that you create.
e) “Runtime License Key” means a file that is required for distribution of your works that enclose the Software.
f) “Effective Date of the Agreement” means the date when you receive Evaluation License Key or Development License Key, whatever comes first.
g) “Minor Version(s)” means version of the Software, identified by a change in the second and/or any of the following levels of the versioning number sequence, ex.: 1.0.5, 1.2.1, 1.2.2, etc.
h) “Open-Source Component(s)” for the purposes of this Agreement shall mean any software, whose source code is publicly available for use, modification and distribution.
The Software is owned by TeamDev, copyrighted and protected by copyright laws and international treaty provisions. The Software is licensed, not sold. By installing or using the Software you will not acquire any rights to the Software except as expressly set forth in this Agreement. All rights not expressly granted herein are reserved by TeamDev.
The rights to the Open-Source Components used by the Software are property of their respective copyright owners.
Subject to the terms and conditions of this Agreement, TeamDev hereby grants you a non-exclusive, non-transferable right to use one copy of the specified version of the Software and the Documentation for the sole purpose of evaluation during the period of 30 (thirty) calendar days (Evaluation Period), and create a copy of the Software for backup purposes.
4.1. Subject to the payment of the applicable license fees and to the terms and conditions of this Agreement, TeamDev hereby grants to you a non-exclusive, non-transferable license to (i) use the version of the Software and Documentation recorded in the Development and Runtime License Keys, including the Minor Version updates (ii) to reproduce and distribute the Runtime files in executable form and with Runtime License Key as part of the programs that you create using the Software without additional distribution fees (“Development License”).
Development License is provided to you pursuant to the use conditions of one or several of the license types described in sections 4.2.–4.5. below. The type of the Development License governing your use of the Software is recorded in the Development License Key, provided to you upon the license purchase.
4.2. Per Developer License may be used by the developers, whether employees or independent contractors performing services for you under your control. The number of your developers using the Software under a Per Developer License may not exceed the number of Per Developer Licenses acquired from TeamDev. You may not make more copies of the Per Developer Commercial License Keys or distribute such keys to more software developers, than the number of the Per Developer Licenses granted per this section 4 of this Agreement. Your name or the entity’s name and the number of Development Licenses acquired are recorded in the Development and Runtime License Keys.
4.3. Project License may be used in your one project by any number of your developers, whether employees or independent contractors performing services for you under your control. For purposes of this Agreement «Project» shall mean one software product created by you, any future versions or derivative works based on that software product. You may not use the Project License for more than one Project. You acknowledge that a Project License is bound to a specific Project at the time of issue, and thereafter may not be used for or in connection with any other Project.
4.4. Company–wide License may be used in any number of your projects by any number of your developers, whether employees or independent contractors performing services for you under your control.
4.5. Personal License allows one person to exercise the Development License rights. It may not be transferred to any third party after the purchase. The name of the person, to whom the license is granted, is recorded in the Development and Runtime License Keys. Personal License may not be available for specific Software. Personal License availability is listed in the «Licensing and Pricing» section of the corresponding Software product page on TeamDev Ltd. web site, located at the following web address: teamdev.com.
5.1. General License Restrictions. You may NOT: a) modify, adapt, alter, translate, decompile, reverse engineer, or disassemble the Software; except as may be required to replace a third party Open-Source Component that is used in the Software; b) remove any proprietary notices or labels on the Software; c) make more copies of the Software than the number of the acquired licenses (excluding a copy for backup purposes); d) rent, lease, or otherwise transfer rights to the Software.
5.2. Evaluation License Restrictions. In addition to the general restrictions denoted in the section 5.1., as the holder of the Evaluation License you may NOT: a) use the Software for commercial purposes; b) use the Software after expiration of the evaluation period.
5.3. Development and Runtime License Restrictions. In addition to the general restrictions denoted in the section 5.1., as the holder of the Development and Runtime License you may NOT: a) use Development License Key for redistributing Runtime files as part of your applications; b) use Runtime License Key for development purposes.
You agree to be identified as a customer of TeamDev and you agree that TeamDev may refer to you by name, trade name and trademark, if applicable, and may briefly describe your business in TeamDev's marketing materials and web sites. You hereby grant TeamDev a license to use your name and any of your trade names and trademarks solely in connection with the rights granted to TeamDev pursuant to this marketing section.
You and TeamDev may use the information about the business relationship pursuant to this Agreement for independent or joint marketing efforts. Examples of allowable marketing uses include creation and use of case studies, press releases, printed and online marketing materials, presentations, and business references.
7.1. TeamDev Standard Technical Support (“Standard Support”) includes:
7.2. TeamDev agrees to provide you with a free Standard Support during the valid Evaluation period, as defined by the section 3 “Evaluation License Grant.”
7.3. TeamDev agrees to provide you with free Standard Support in an amount of hours defined per the section 7.4 of this Agreement, valid for one year since the date of the license purchase.
7.4. The number of Standard Support hours is defined by the type of Development License, described in section 4 of this Agreement, on per-product basis. This information is available on Software product pages on TeamDev official website (teamdev.com). The number of hours designated for each product is a subject to change without prior notice from TeamDev. In case of such change any number of hours already granted to you pursuant to a license purchase will remain valid for you.
7.5. Extension or renewal of Standard Support is subject to an additional fee to TeamDev.
7.6. In the course of Standard Support TeamDev may provide you with supplemental software code or related materials, that are made available in form of Software updates (including hotfixes). Such supplemental software code or related materials are to be considered part of the Software and are subject to the terms and conditions of this Agreement.
7.7. With respect to any technical information that you provide to TeamDev in order to enable TeamDev complete your requests for Standard Support, TeamDev may use such information for its business purposes without restriction, including for product support and development. TeamDev will not use such technical information in a form that personally identifies you.
All license fees payable under this Agreement are non-refundable, except as specified in section 9.3. and are exclusive of any applicable taxes. In addition to other amounts payable under this Agreement, you shall pay any and all federal, state, municipal, or other taxes, duties, fees, or withholding currently or subsequently imposed on your use of the Software or the payment of license fees to TeamDev. If TeamDev is required to pay any such tax, duty, fee, or charge, or to withhold any amount from monies due to TeamDev from you pursuant to this Agreement, you shall promptly reimburse TeamDev any such amounts.
9.1. TeamDev will defend and indemnify you for all costs (including reasonable attorneys fees) arising from a claim that Software furnished and used within the scope of this Agreement infringes a U.S. or Canadian copyright or patent provided that: (i) you will notify TeamDev in writing within 30 (thirty) calendar days of the claim; (ii) TeamDev has sole control of the defence and all related settlement negotiations, and (iii) you will provide TeamDev with the assistance, information, and authority necessary to perform the above.
9.2. TeamDev will have no liability for any claim of infringement based on: (i) code contained within the Software which was not created by TeamDev; (ii) use of a superseded or altered release of the Software, except for such alteration(s) or modification(s) which have been made by TeamDev or under TeamDev’s direction, if such infringement would have been avoided by the use of a current, unaltered release of the Software that TeamDev provides to you, or (iii) the combination, operation, or use of Software furnished under this Agreement with programs or data not furnished by TeamDev, if such infringement would have been avoided by the use of the Software without such programs or data.
9.3. In the event the Software is held or believed by TeamDev to infringe any third-party rights, or your use of the Software is enjoined, TeamDev will have the option, at its expense, to: (i) modify the Software to cause it to become non-infringing; (ii) obtain for you a license to continue using the Software; (iii) substitute the Software with other Software reasonably suitable to you, or (iv) if none of the foregoing remedies are commercially feasible, terminate the license for the infringing Software and refund a) the license fees paid for the Software, prorated over a one-year term from the license purchase date if any infringement occurs during the first year of Standard Support; b) renewal fees paid for any subsequent Standard Support year, prorated over a one-year term from payment due date for such subsequent year.
9.4. Licensee Indemnity. You are responsible and will indemnify and hold TeamDev harmless for any and all losses, liability, or damages arising out of, or incurred in connection with, your use or reproduction of the Software pursuant to this Agreement.
THE SOFTWARE AND ANY RELATED DOCUMENTATION ARE PROVIDED ON A STRICTLY “AS IS” BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OR MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF THE SOFTWARE REMAINS WITH YOU.
11.1. TeamDev notifies that Software may contain third party Open-Source Components. More information is available on a corresponding product page on TeamDev official website (teamdev.com).
11.2. TeamDev and the Software are in full compliance with any Open-Source Components’ licenses to grant the licenсe rights granted herein.
11.3. The terms and conditions governing the use of such Open-Source Components are in the Open-Source Software Licenses of the copyright owners and not this Agreement.
11.4. In case you modify the Software as allowed pursuant to the clause 5.1 a) TeamDev disclaims any warranty related to the Open-Source components, including warranties contained in 10.2. You shall be liable for any claims of third-party rights infringement caused by modification of the Software made by you in accordance with clause 5.1 a).
IN NO EVENT SHALL TEAMDEV OR ITS SUPPLIERS BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THIS TEAMDEV SOFTWARE, EVEN IF TEAMDEV HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
This Agreement does not grant any rights to use the trademarks or trade names: “TeamDev”, “JxBrowser”,“JExplorer”, “JNIWrapper”, “ComfyJ”, “JExcel”,“JxFileWatcher”, “JxCapture”, “DotNetBrowser”, “JxMaps”, or any other trademarks, service marks, logos or trade names belonging to TeamDev except as defined in the Section 6 “Marketing”. You agree not to use any marks belonging to TeamDev in or as part of the name of products based on the Software.
You may terminate this Agreement at any time by destroying all copies of the Software. This Agreement will terminate immediately without notice from TeamDev if it is discovered that you fail to comply with any provision of this Agreement. Upon such termination, you must destroy all copies of the Software. Section 10 “Disclaimer of Warranty” and section 12 “Limitation of Liability” shall remain effective after the termination of this Agreement.