MAGNETO SOFTWARE LICENSE AGREEMENT for ACTIVEX CONTROLS
BEFORE YOU INSTALL OR ACCESS OR OTHERWISE USE ANY OF THE SOFTWARE
CONTAINED IN THIS PACKAGE OR CLICK ON THE 'YES' BUTTON AT THE END
OF THIS DOCUMENT, CAREFULLY READ THE TERMS AND CONDITIONS OF THIS
DOCUMENT. BY INSTALLING OR OTHERWISE USING OR ACCESSING ANY OF
THE SOFTWARE CONTAINED IN THIS PACKAGE OR BY CLICKING ON THE
'YES' BUTTON, YOU ARE AGREEING TO AND CONSENTING TO BE BOUND BY
AND ARE BECOMING A PARTY TO THE APPLICABLE LICENSE AGREEMENT AS
PROVIDED. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF SUCH
AGREEMENT, CLICK THE 'NO' BUTTON AND THE SOFTWARE WILL NOT BE
INSTALLED.
STANDARD END USER LICENSE AGREEMENT
THIS AGREEMENT APPLIES ONLY TO THE STANDARD VERSION OF THE
SOFTWARE. IN THE EVENT THAT YOU HAVE OBTAINED A TRIAL PERIOD
VERSION OF THE SOFTWARE, THEN THE TRIAL PERIOD END USER LICENSE
AGREEMENT APPENDED HERETO SHALL BE APPLICABLE UNTIL YOU HAVE
LICENSED THE STANDARD VERSION OF THE SOFTWARE FROM MAGNETO
SOFTWARE.
ENGLISH LANGUAGE. THE PARTIES HERETO CONFIRM THAT IT IS THEIR
WISH THAT THIS AGREEMENT BE AND SHALL BE IN THE ENGLISH LANGUAGE
ONLY, WHICH LANGUAGE SHALL BE CONTROLLING IN ALL RESPECTS. ALL
COMMUNICATIONS AND NOTICES TO BE MADE OR GIVEN SHALL BE IN THE
ENGLISH LANGUAGE.
LES PARTIES AUX PRÉSENTES CONFIRMENT LEUR VOLONTÉ QUE CETTE
CONVENTION DE MÊME QUE TOUS LES DOCUMENTS, Y COMPRIS TOUT AVIS
QUI S'Y RATTACHE, SOIENT RÉDIGÉS EN LANGUE ANGLAISE.
GRANT. Subject to the provisions contained herein and full
payment of all applicable license fees, Magneto Software
('Magneto Software') hereby grants to the end user ('you') a
personal, nonexclusive and nontransferable license to use, for
its intended use only, the accompanying proprietary computer
software product ('Software') and any documentation provided for
the Software ('Documentation'), for the term and in the number of
copies licensed.
COPYRIGHTS. SUCH SOFTWARE AND DOCUMENTATION ARE THE COPYRIGHTED
WORKS OF MAGNETO SOFTWARE AND/OR ITS SUPPLIERS AND ARE PROTECTED
BY THE COPYRIGHT LAWS OF THE UNITED STATES AND INTERNATIONAL
TREATY PROVISIONS. THE SOFTWARE AND DOCUMENTATION ONLY ARE BEING
LICENSED AND NOT SOLD.
Magneto Software grants a license to use the enclosed software to
the original purchaser. Copies may be made for backup or archival
purposes only. Copies made for any other purposes are expressly
prohibited, and adherence to this requirement is the sole
responsibility of the purchaser.
This license does not grant you any right to any technical
support, enhancement or update to the Software and Documentation,
except for 30 (thirty) days from the date of purchase of this
license, unless you have also paid the required subscription fee
to Magneto Software, in which case you are entitled to
subscription services in the form of technical support,
enhancements and updates to the current version of the Software
for one year from the date of purchase ('Subscription').
Technical support shall in any event be available only for the
then current version. For purposes hereof any upgrade or
enhancement of the Software obtained during the period of the
license covered by Subscription shall be deemed part of the
'Software'.
SOFTWARE FORMAT; UPDATES; SUPPORT.
(1) Magneto Software shall furnish the Software to you
electronically or on media in machine-readable object code format
only. This license does not grant you any right to the source
code of the Software or other formats of the Software and
Documentation, except for certain sample code being distributed
hereunder by Magneto Software in source code format as part of
the Software ('Sample Code').
(2) This license does not grant you any right to any technical
support, enhancement or update to the Software and Documentation,
except for 30 (thirty) days from the date of purchase of this
license, unless you have also paid the required subscription fee
to Magneto Software, in which case you are entitled to
subscription services in the form of technical support,
enhancements and updates to the current version of the Software
for one year from the date of purchase ('Subscription').
Technical support shall in any event be available only for the
then current version. For purposes hereof any upgrade or
enhancement of the Software obtained during the period of the
license covered by Subscription shall be deemed part of the
'Software'.
(3) Any released update or enhancement to the Software shall be
used only in conjunction with the Software as originally
installed on a single computer and may not be separated for use.
RESTRICTED USE.
This product is licensed for use by only one developer at a time.
Magneto Software expressly prohibits installing this product on
more than one computer if there is any chance that both copies
will be used simultaneously. This restriction also extends to
installation on a network server, if more than one workstation
will be accessing the product. All developers working on a
project, which includes a Magneto Software product, even though
not working directly with the Magneto Software product, are
required to purchase a license for that Magneto Software product.
You may not copy or distribute the Software or the Documentation,
except as follows:
(1) If you have acquired a single user license for use of the
Software, you may make a single copy of the Software and the
Documentation for backup or archival purposes.
(2) If you have acquired a multi user license for use of the
Software, you may make the number of copies of the Software and
the Documentation for internal use equal to the number of copies
for which you have paid the license fee, plus a single copy of
the Software and the Documentation for backup or archival
purposes. In the case of a multi user license, Magneto Software
shall have reasonable rights of audit to ensure compliance with
these terms and conditions.
(3) You may install a copy of the Redistributable Files on a
single server OR
(4) You may make and distribute copies of the Redistributable
Files in a client application, on client systems and as provided
herein. Customer written client applications containing embedded
Magneto Software products may be freely distributed, without
royalty payments to Magneto Software, provided that such
distributed Magneto product is bound into these applications in
such a way so as to prohibit separate use in design mode, and
that such Magneto product is distributed only in conjunction with
the customer's own software product. The Magneto Software product
may not be distributed by itself in any form.
No other copies of the Software or the Documentation shall be
made by you or any other person or entity at any time.
All permitted copies of the Software or the Documentation shall
be subject to this Agreement and shall contain all notices of
copyright, trademark or other proprietary rights and all claims
of trade secret rights as contained in the original Software or
Documentation provided to you. You may not remove or obscure any
said copyright or trademark or proprietary rights notices of
Magneto Software or the text of this Agreement at any time for
any purpose.
TRANSFERS PROHIBITED. This Agreement is personal to you. You
are prohibited from selling, loaning, renting, leasing,
sublicensing, transmitting, distributing or redistributing, or
otherwise transferring or assigning any part of the Software or
the Documentation to any third party at any time whether by
operation of law or otherwise and whether with or without
consideration, subject to the limited right herein to distribute
the Redistributable Files. Without limiting the foregoing, any
transmittal or transfer of the Software or the Documentation,
other than the Redistributable Files, on the Internet or by other
electronic means is prohibited.
ANY REPRODUCTION OR DISTRIBUTION OF THE SOFTWARE OR THE
DOCUMENTATION NOT IN ACCORDANCE WITH THE EXPRESS TERMS OF THIS
LICENSE IS PROHIBITED BY LAW AND MAY SUBJECT YOU TO CIVIL AND
CRIMINAL PENALTIES. ANY ACTUAL OR ATTEMPTED SALE, LOAN, RENTAL,
LEASE, SUBLICENSE, TRANSMISSION, DISTRIBUTION OR REDISTRIBUTION
OR OTHER TRANSFER OR ASSIGNMENT OF THE SOFTWARE OR THE
DOCUMENTATION IN WHOLE OR IN PART IN ANY MEDIA OR BY ANY METHOD
SHALL IMMEDIATELY AND IRREVOCABLY TERMINATE THIS LICENSE
AGREEMENT FOR ALL PURPOSES.
REDISTRIBUTABLE FILES. Subject to your full compliance with all
provisions of this Agreement (including but not limited to all of
the provisions and restrictions of this paragraph), Magneto
Software hereby grants to you a nonexclusive, nontransferable and
royalty-free license to reproduce and distribute solely within an
application (collectively 'redistribute') those software files
then specifically designated as Redistributable Files for the
Software in the Documentation of the Software furnished by
Magneto Software (collectively 'Redistributable Files'). If you
redistribute any of the Redistributable Files, you agree at all
times to (i) distribute the Redistributable Files only in object
code format and solely in conjunction with and/or as an integral
part of any application which adds significant and primary
functionality to the Redistributable Files ('Application'); (ii)
not use any Magneto Software names or trademarks or logos in the
sale or marketing of the Application; (iii) include the notices
of copyright, trademark and proprietary rights contained in this
Software and expressly prohibit the removal of said notices by
any person at any time; (iv) prohibit further distribution or
transfer of any of the Redistributable Files (1) by any user
under any circumstances or (2) by any other person other than as
an integral part of the Application; (v) prohibit the
translation, reverse engineering, deciphering, decompiling or
disassembling of the Redistributable Files or any part thereof by
any person, except to the extent applicable laws specifically
prohibit such restriction, and prohibit the modification or
creation of derivative works of the Redistributable Files by any
person; (vi) fully indemnify, hold harmless and defend Magneto
Software and its officers, directors, owners, employees, agents,
successors and assigns from and against any claims, actions,
causes of action or damages arising from any use or distribution
of the Application or any act or omission by you or any person
acting on your behalf; and (vii) not distribute any of the
Redistributable Files in any Application for use by other
software developers for the design or development or testing of
any other software or application.
TRADE SECRETS; DERIVATIVE WORKS. You acknowledge and agree that
the Software in source code form remains a confidential and
proprietary trade secret of Magneto Software and/or its suppliers
and therefore you agree not to translate, reverse engineer,
decipher, decompile or disassemble the Software or to permit or
cause others to do so, except to the extent applicable laws
specifically prohibit such restriction. You further agree not to
modify or create derivative works of the Software or the
Documentation, other than with respect to the Sample Code
hereunder.
TITLE. All title, ownership rights, and intellectual property
rights in and to the Software and Documentation shall remain the
sole property of Magneto Software and/or its suppliers and no
such rights are being transferred or conveyed hereunder.
CONTENT. Title, ownership rights, and intellectual property
rights in and to the content accessed through the Software are
the property of the applicable content owner and may be protected
by applicable copyright or other laws. This License gives you no
rights to such content.
NO WARRANTY; LIMITATION OF LIABILITY.
(1) NEITHER Magneto Software NOR ITS SUPPLIERS MAKE ANY
REPRESENTATION OF ANY KIND REGARDING THE USEFULNESS OR
SUITABILITY OF THE SOFTWARE OR THE DOCUMENTATION FOR ANY PURPOSE.
ALL SOFTWARE AND DOCUMENTATION ARE PROVIDED 'AS IS' AND WITHOUT
WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE
FULLEST EXTENT PERMITTED BY LAW, MAGNETO SOFTWARE DISCLAIMS ALL
WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ALL
IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE AND NONINFRINGEMENT. WITHOUT LIMITING THE
FOREGOING, MAGNETO SOFTWARE DOES NOT WARRANT THAT THE SOFTWARE OR
DOCUMENTATION WILL BE DEFECT OR ERROR-FREE. APPLICABLE LAW MAY
NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE
EXCLUSION MAY NOT APPLY TO YOU.
LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES AND UNDER NO
LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, SHALL
MAGNETO SOFTWARE OR ITS SUPPLIERS OR RESELLERS OR ANY OFFICERS,
DIRECTORS, EMPLOYEES OR AGENTS THEREOF BE LIABLE TO YOU OR ANY
OTHER PERSON OR ENTITY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR
CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF THE USE OR
INABILITY TO USE ANY OF THE SOFTWARE OR DOCUMENTATION (INCLUDING
WITHOUT LIMITATION DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE,
COMPUTER FAILURE OR MALFUNCTION, LOSS OF BUSINESS PROFITS, LOSS
OF BUSINESS INFORMATION, LOSS OF DATA, OR OTHER PECUNIARY LOSS),
EVEN IF MAGNETO SOFTWARE SHALL HAVE BEEN INFORMED OF THE
POSSIBILITY OF SUCH DAMAGES. SUBJECT TO THE FOREGOING, IN ALL
EVENTS NO LIABILITY FOR DAMAGES SHALL EXCEED THE AMOUNT OF THE
LICENSE FEE PAID TO MAGNETO SOFTWARE FOR THIS LICENSE. BECAUSE
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF
INCIDENTAL OR CONSEQUENTIAL DAMAGES, THESE LIMITATIONS MAY NOT
APPLY TO YOU.
EXPORT CONTROLS. You shall not download, transmit or otherwise
export or reexport the Software or any underlying information or
technology except in full compliance with all United States and
other applicable laws and regulations. In particular, but
without limitation, none of the Software or the Documentation or
underlying information or technology may be downloaded,
transmitted or otherwise exported or reexported (i) into (or to a
national or resident of) Cuba, Iraq, Libya, North Korea, Iran,
Serbia, Syria or Sudan or any other country to which the United
States has embargoed goods; or (ii) to any person on the United
States Treasury Department list of Specially Designated Nationals
or the United States Commerce Department Table of Deny Orders.
You represent and warrant that you are not located in, under the
control of, or a national or resident of any such country or on
any such list.
TERMINATION. Without prejudice to its other rights hereunder,
Magneto Software may terminate this Agreement and the License if
you violate or breach any term or condition hereof. In the event
of such termination, you must immediately destroy all copies of
the Software and the Documentation and cease all use thereof.
BINDING EFFECT. Subject to the prohibitions on transfer and
assignment hereof, this Agreement shall inure to the benefit of
and be binding upon each of the parties hereto and their
respective officers, directors, employees, shareholders, owners,
partners, agents, representatives, parents, subsidiaries,
affiliates, heirs, devisees, successors and assigns.
OTHER SOFTWARE. This Agreement shall not be applicable to any
other software separately distributed by Magneto Software.
MISCELLANEOUS. This Agreement represents the sole and exclusive
agreement between the parties concerning the subject matter
hereof and supersedes all prior agreements, communications,
proposals and representations. This Agreement may be amended
only by a writing executed by both parties. THE ACCEPTANCE OF
ANY PURCHASE ORDER PLACED BY YOU IS EXPRESSLY MADE CONDITIONAL ON
YOUR ASSENT TO THE TERMS SET FORTH HEREIN, AND MAGNETO SOFTWARE
AGREES TO FURNISH THE SOFTWARE AND DOCUMENTATION ONLY UPON THESE
TERMS AND NOT THOSE CONTAINED IN YOUR PURCHASE ORDER. Whenever
possible, each provision of this Agreement shall be interpreted
in such manner as to be effective and valid under applicable law.
In the event that any provision of this Agreement shall be held
by the final judgment of a court of competent jurisdiction to be
invalid or unlawful or unenforceable, then the remaining
provisions of this Agreement shall remain in full force and
effect and shall be construed to give the fullest effect to the
intent of the parties expressed herein. Headings shall not be
considered in interpreting this Agreement. This Agreement shall
be governed by and construed under the laws of the State of
California, U.S.A. for contracts entered into and to be performed
entirely within the State of California, without reference to
conflicts of laws. This Agreement shall not be governed by the
United Nations Convention on Contracts for the International Sale
of Goods, the application of which is hereby expressly excluded.
U.S. GOVERNMENT RESTRICTED RIGHTS. The Software and
Documentation are being provided only with RESTRICTED RIGHTS. If
the acquiring unit or agency is the U.S. Department of Defense,
use, duplication or disclosure is subject to restrictions as set
forth in DFAR Section 227.7202. If the acquiring unit or agency
is any other unit or agency of the United States Government, use,
duplication or disclosure is subject to restrictions as set forth
in FAR Section 12.212 and FAR Section 52.227-19(c)(1) and (2).
For these purposes the manufacturer is Magneto Software,
743 Los Robles Avenue, Palo Alto, California 94306.
All rights not expressly granted herein are expressly reserved
and retained by Magneto Software.
COPYRIGHT NOTICE: (c) Magneto Software and/or its
suppliers.
All rights reserved.
MAGNETO SOFTWARE
743 Los Robles Avenue
Palo Alto, California 94306 - U.S.A.