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) “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.
c) “Commercial License Key” means a file that allows you to integrate the Software into programs that you create and distribute the Software as part of your programs according to the terms of this Agreement.
d) “Effective Date of the Agreement” means the date when you receive an Evaluation License Key or a Commercial License Key, whatever comes first.
e) “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. General License Grant. 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 perpetual license to (i) use the Software and Documentation for personal, company internal and commercial needs, (ii) to reproduce and distribute the Software in executable form as part of the programs that you create using the Software without additional distribution fees (“Commercial License”).
Commercial License is provided to you pursuant to the use conditions of one or several of the Commercial License types described in sections 4.2. — 4.5. below. The type of the Commercial License governing your use of the Software is recorded in the Commercial License Key, provided to you upon the license purchase.
4.2. Per Developer License may be used by the developers, employees or contractors under your control. The number of software developers, employees or contractors using the Software in each case should be equal to the number of Commercial Licenses acquired from TeamDev. Your name or the entity’s name and the number of Commercial Licenses acquired are recorded in the Commercial License Key.
4.3. Project License may be used in one project you do by any number of developers, employees or contractors under your control. Project shall mean one software product created by you, any future versions or derivative works based on your software product.
4.4. Company-wide License may be used in any number of your projects by any number of developers, employees or contractors under your control.
4.5. Personal License allows just one person to exercise the Commercial License rights. The name of the person, to whom the license is granted, is recorded in the Commercial License Key.
Personal License may not be available for the specific Software you are using. For the Personal License availability please consult the “Licensing and Pricing” section of the corresponding Software product page on TeamDev official website (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. As a holder of a Per Developer License you may not duplicate and provide the Commercial License Keys to a number of software developers, employees or contractors greater than the number of the Commercial Licenses granted per section 4 of this Agreement.
5.4. As a holder of a Project License, you may not use the license for more than one project. At the time of license issue it is bound to one project, and you may not use the license for projects, to which the license was not initially bound.
5.5. As a holder of a Personal License you may not transfer the Commercial License to anyone.
6.1. Together with a Commercial License TeamDev will provide you with a 12-month subscription for TeamDev standard technical support (Standard Support). The subscription will end on the same day of the following year after the Commercial License issue date, but not later than May 31, 2020.
Standard Support subscription includes:
6.2. End of Standard Support is May 31, 2020.
6.3. The number of support hours available to you under Standard Support subscription is defined by the type of the Commercial License you acquire from TeamDev. Based on the type of the Commercial License purchased you are entitled to the following number of Standard Support hours.
a) Per Developer License — 55 hours
b) Project License — 75 hours
c) Company-wide License — 200 hours
d) Personal License — the number of hours provided are subject to a separate written arrangement with TeamDev.
6.4. TeamDev agrees to provide you with a free Standard Support during the valid Evaluation Period, as defined by the Section 3. “Evaluation License Grant.”
6.5. 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 Software support and development. TeamDev will not use such technical information in a form that personally identifies you.
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 websites. 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.
8.1. 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.
8.2. 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.
8.3. 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 and a half-year term from the license purchase date if any infringement occurs during the first year of the Agreement Standard Support subscription; b) renewal fees paid for the subsequent Standard Support subscription renewal prorated over a one-year term from payment due date for any subsequent year.
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.
10.1. 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).
10.2. TeamDev and the Software are in full compliance with any Open-Source Components’ license to grant the license rights granted herein.
10.3. The terms and conditions governing the use of such Open-Source Components are in the Open-Source Software Licenсes of the copyright owner and not this Agreement.
10.4. 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 7 “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 9 “Disclaimer of Warranty” and section 11 “Limitation of Liability” shall remain effective after the termination of this Agreement.