Minos Software Group License
PLEASE READ THIS AGREEMENT BEFORE OPENING THIS SOFTWARE
PACKAGE. IF YOU OPEN THIS PACKAGE OR KEEP IT FOR MORE THAN
FIFTEEN (15) DAYS, YOU ACCEPT ALL THE TERMS AND CONDITIONS OF
THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS AND
CONDITIONS, DO NOT OPEN THIS SOFTWARE PACKAGE. YOU MAY ONLY
UNLOCK AND/OR USE THE SOFTWARE FOR WHICH YOU HAVE A PAID- UP
LICENSE OR FOR WHICH YOU HAVE LEGALLY RECEIVED AN UNLOCK
KEY.
(1) DEFINITION OF TERMS
"Documentation": any explanatory written or on- line
material including, but not limited to, user guides,
reference manuals and HTML files.
"Licensee": shall refer to the individual licensee, whether
as an individual programmer, company, or other organization.
"Software": All material in this distribution including, but
not limited to, one or more of the following: source code,
object code, byte code, dynamic-link libraries, shared
libraries, static libraries, header files, executables,
scripts, sample programs, utility programs, makefiles and
Documentation.
"Licensed Software": the Software for which Licensee has
paid the applicable license fee and received an authorized
unlock key.
"Software Application Programming Interface ("API")": the
set of access methods, whether provided by Minos Software Group,
third parties, or developed by Licensee, through which the
programmatic services provided by the Licensed Software are
made available.
"End-User Software Product": an application developed by
Licensee intended for execution on a computer, that makes
use of the Licensed Software in its implementation.
The Licensed Software contains certain runtime libraries and
files intended for duplication and distribution by Licensee
within End User Software Products to the user(s) of the End
User Software Product(s) (the "Redistributable Components").
The Redistributable Components are those files specifically
designated as being distributable as part of the Licensed
Software.
SPECIAL LIMITED TERM EVALUATION LICENSE
If Licensee has been provided with a copy of the Software
for evaluation purposes, Minos Software Group. ("Minos")
grants to Licensee, subject to the terms of this Single User
License Agreement (excluding Section 3, under which Licensee
has no rights) a non-exclusive, non- transferable, non-
concurrent limited internal use license for evaluation
purposes only. This license is for a period of fifteen (15)
days, commencing upon receipt of the Software, or, if
received electronically, from Licensee's initial downloading
date, to evaluate the Software. If the Software is
acceptable, Licensee agrees to promptly notify his Minos
Sales Representative. Otherwise, Licensee shall immediately
cease any further use of the Software and destroy all copies
of the Software (including the original) and related
Documentation provided to Licensee by Minos.
(2) GENERAL
The Software is owned by Minos Software Group. ("Minos")
and is protected by U.S. copyright laws and other laws and
by international treaties. It is intended for use by a
software programmer who has experience using development
tools and class libraries.
(3) LICENSE GRANTS
(a) Subject to the terms and conditions of this Agreement ,
Minos grants to Licensee the perpetual non-exclusive, non-
transferable, non- concurrent, world-wide license for one
(1) programmer to (i) install the Licensed Software on a
single personal computer and (ii) use the Licensed Software
and one copy of the associated user documentation and online
help.
Licensee may also:
(i)Make one backup copy of the Licensed Software solely for
archival and disaster- recovery purposes, or
(ii)Transfer the Licensed Software to a hard disk and keep
the original copy solely for archival and disaster-recovery
purposes.
(iii) Reproduce and distribute the Redistributable
Components directly or indirectly to end users and
Licensee's Authorized OEMs, VARs, and Distributors, through
customary distribution channels, world wide, on a royalty
free basis provided that such distribution is (i) in
conjunction with an End User Software Product developed by
Licensee using the Licensed Software and (ii) the Licensed
Software is not the sole or primary component of such End
User Software Product.
(iv) The license rights granted under this Agreement
do not apply to development and distribution of
software development products or toolkits of any kind that
are destined to be used by software developers
other than Licensee(s) that are Authorized.
Licensee has no rights to use the Licensed Software beyond
those specifically granted in this section.
(4) LICENSE RESTRICTIONS
EXPORT CONTROLS: If the Software is for use outside the
United States of America, Licensee agrees to comply with all
relevant regulations of the United States Department of
Commerce and with the United States Export Administration
Act to insure that the Software is not exported in violation
of United States law.
Notwithstanding any provisions in this Agreement to the
contrary, Licensee may not distribute any portion of the
Software other than the Redistributable Components.
In addition, Licensee may not decompile, disassemble, or
reverse engineer any object code form of any portion of the
Software.
(5) TITLE
Licensee acknowledges and agrees that all right, title and
interest in and to the Softwareluding all intellectual
property rights therein, are the property of Minos,
subject only to the licenses granted to Licensee under this
Agreement. This Agreement is not a sale and does not
transfer to the Licensee any title or ownership in or to the
Software or any patent, copyright, trade secret, trade name,
trademark or other proprietary or intellectual property
rights related thereto.
(6) NON-TRANSFERABILITY
Except for Licensee's rights to distribute the
Redistributable Components, Licensee may not rent, transfer,
assign, sublicense or grant any rights in the Software, in
full or in part, to any other person or entity without
Minos's written consent, except that this agreement may be
assigned to a successor of Licensee in the case that all or
substantially all of the assets or equity of Licensee are
acquired by the successor.
(7) LIMITED WARRANTIES
Minos warrants to Licensee that the Licensed Software will
substantially perform the functions described in the
Documentation for a period of fifteen (15) days after the
date of delivery of the Licensed Software to Licensee.
Minos's sole and exclusive obligation, and Licensee's sole
and exclusive remedy, under this warranty is limited to
Minos's using reasonable efforts to correct material,
documented, reproducible defects in the Licensed Software
that Licensee describes and documents to Minos during the
fifteen (15) day warranty period. In the event that Minos
fails to correct a material, documented, reproducible defect
during this period, Minos may, at Minos's discretion,
replace the defective Licensed Software or refund to
Licensee the amount that Licensee paid Minos for the
defective Licensed Software and cancel this Agreement and
the licenses granted herein. In such event, Licensee agrees
to return to Minos all copies of the Licensed Software
(including the original).
Minos warrants that it owns the intellectual property
contained in the Licensed Software and that the Licensed
Software does not infringe any intellectual property or
proprietary rights of any third party.
Minos agrees to indemnify, defend and hold Licensee
harmless from and against any claims or lawsuitsluding
reasonable attorney's fees, which arise or result from the
Licensed Software's infringing the intellectual property or
proprietary rights of a third party. The indemnity
explicitly excludes infringements caused by the combination
of the Licensed Software and any End User Software Products
created, sold, or marketed by Licensee.
Minos also warrants that the physical media on which the
Licensed Software is delivered to Licensee (unless the
Licensed Software is downloaded electronically by Licensee
and no media is supplied by Minos) will be free from
defects in manufacturing and workmanship for a period of
fifteen (15) days from the date of delivery. Minos will, at
Minos's expense, replace any defective media returned to
Minos within fifteen (15) days of the date of delivery of
the media to Licensee.
EXCEPT AS EXPRESSLY SET FORTH ABOVE, Minos EXPRESSLY
DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED,
INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. SOME
STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES SO
THE ABOVE EXCLUSION MAY NOT APPLY TO LICENSEE. THIS WARRANTY
GIVES LICENSEE SPECIFIC LEGAL RIGHTS AND LICENSEE MAY ALSO
HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE.
(8) LIMITATION OF LIABILITY
IN NO EVENT SHALL MINOS BE LIABLE FOR ANY INDIRECT,
PUNITIVE, SPECIAL IDENTAL, OR CONSEQUENTIAL DAMAGES
(INCLUDING LOST PROFITS, REVENUES, DATA OR OTHER ECONOMIC
ADVANTAGE) WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER
LEGAL THEORY, EVEN IF Minos WAS ADVISED OF THE POSSIBILITY
OF SUCH DAMAGES. BECAUSE SOME STATES DO NOT ALLOW THE
EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR
INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO
LICENSEE.
(9) TERMINATION
Minos reserves the right, at its sole discretion, to
terminate this Agreement upon written notice if Licensee has
breached the terms and conditions hereof. Licensee to
be provided written notification of breach and reasonable
time to cure breach. Licensee may
terminate this Agreement at any time by ceasing to use the
Licensed Software and by destroying all copies of the
Licensed Software (including the original). Sections 4, 5,
6, 7, 8, 9 and 10 survive any termination of this Agreement
and apply fully to any termination. Unless terminated as
provided herein by either party, this Agreement shall remain
in effect. Termination will not affect end user licenses of
the End User Software Product which contain the
Redistributable Components which were distributed by
Licensee prior to termination.
(10) MISCELLANEOUS
Applicable Law and Jurisdiction. This Agreement will be
governed by and construed in accordance with the laws of the
State of Illinois without regard to conflict of laws
principles and without regard to the 1980 U.N. Convention on
Contracts for the International Sale of Goods. The federal
and state courts of Illinois shall have exclusive
jurisdiction and venue to adjudicate any dispute arising out
of this Agreement, and Licensee expressly consents to (i)
the personal jurisdiction of the state and federal courts of
Illinois, and (ii) service of process being effected upon
Licensee by registered mail.
Limitation of Actions. No action, regardless of form, may be
brought by either party more than twelve (12) months after
the cause of action has arisen, except that either party may
bring an action relating to its intellectual property
rights at any time. No such claim may be brought unless
Minos has first been given commercially reasonable notice,
a full written explanation of all pertinent details
(including copies of all materials), and a good faith
opportunity to resolve the matter.
Invalidity and Waiver. Should any provision of this
Agreement be held by a court of law to be illegal, invalid,
or unenforceable, the legality, validity, and enforceability
of the remaining provisions of this Agreement will not be
affected or impaired thereby. The failure of any party to
enforce any of the terms or conditions of this Agreement,
unless waived in writing, will not constitute a waiver of
that party's right to enforce each and every term and
condition of this Agreement.
U.S. Government Restricted Rights. The Licensed Software is
provided with Restricted Rights. Use, duplication, or
disclosure by the Government is subject to restrictions as
set forth in subparagraph (c) (1) (ii) of The Rights in
Technical Data and Computer Software clause at DFARS
252.227-7013 or subparagraphs (c) (1) and (2) of the
Commercial Computer Software Restricted Rights at 48 CFR
52.227- 19, as applicable. Manufacturer is Minos Software Group,
1719 E Forest Ave, Wheaton, Illinois 60187 USA.
LICENSEE ACKNOWLEDGES THAT HE HAS READ THIS AGREEMENT,
UNDERSTANDS IT AND AGREES TO BE BOUND BY ITS TERMS AND
CONDITIONS. LICENSEE FURTHER AGREES THAT IT IS THE COMPLETE
AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN LICENSEE
AND Minos WHICH SUPERSEDES ANY PROPOSAL OR PRIOR OR
CONTEMPORANEOUS AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER
COMMUNICATIONS RELATING TO THE SUBJECT MATTER OF THIS
AGREEMENT