Grid FX License Agreement
By installing the Grid FX 1.0 software (hereinafter "the Software" or
"Software"), you are accepting the following License Agreement.
LICENSE AGREEMENT. This is a legal agreement between you (either an individual or
an entity) and Software FX, Inc. By installing the software you are agreeing to
be bound by the terms of this agreement. If you do not agree to the terms of this
agreement, promptly return the uninstalled software to the place you purchased it
for a full refund.
1. GRANT OF LICENSE. Software FX, Inc. grants to you as an individual or entity
a non-exclusive license to make and use copies of the SOFTWARE in the manner provided
below. The rights granted under this Agreement are only effective upon payment of
license fees and possession of the appropriate License Agreement (if applicable).
The software is licensed, not sold.
(a) Installation. The software contains portions known as "Design-time Components"
that provide development facilities in Visual Studio and other development environments.
Also, "Production Server Components" are provided to enable services on
a computer called a server. This license agreement grants you one (1) license of
the software portions known as "Design-time" and "Production Server"
components.
(b) Use of Design-time Components. Unless stated otherwise by Licensor in writing,
the "Design-time Components" are licensed on a per seat basis. Per-seat
licenses are licenses that are counted by all the machines on which any "Designer
Component" will reside on. To use a per-seat license, every machine installing,
running and/or using the software for development purposes must have a licensed
copy and its appropriate license. A development seat license is required for each
additional computer on which you will be installing and running any of the "Design-time
Components". "Design-time Components" are accompanied by a server
portion labeled and licensed as a "Test/Development Server", you may use
the "Test/Development Server" software for the sole purpose of designing,
developing and testing your product(s). "Test/Development Server Components"
have been designed to operate in conjunction with the "Design-Time Components"
and must not be used as a separate component for either development or production
use.
(c) Use of Production Server Components. The "Production Server Components"
are licensed on a per server basis. The "Production Server Components"
may only be used on one and the same server. Additional license fees are also due
if the "Production Server Components" are used for hosting or service
bureau purposes (e.g. an Internet Service Provider (ISP) may not use the "Production
Server Components" when hosting pages for its customers using different domain
names). A Production Server license is required for each additional computer on
which you will be installing and running any of the "Production Server Components"
2. COPYRIGHT. The SOFTWARE is owned by Software FX, Inc. and is protected by United
States copyright laws and international treaty provisions. Therefore, you must treat
the SOFTWARE like any other copyrighted material (e.g. a book or a musical recording)
except that you may either (a) make one copy of the SOFTWARE solely for backup or
archival purposes; (b) transfer the SOFTWARE to a single hard disk provided you
keep the original solely for backup or archival purposes or (d) you may store or
install a copy of the Software on a storage device, such as a network server, used
only to install or run the Software on other computers over an internal network;
however, you must acquire and dedicate a License for each separate computer on which
the Software is installed or run from the storage device. A License for the Software
may not be shared or used concurrently on different computers. You may not make
multiples copies of SOFTWARE or the written materials accompanying the SOFTWARE.
3. UPGRADES. If the SOFTWARE PRODUCT is labeled as an upgrade, you must be properly
licensed to use a product identified by Software FX as being eligible for the upgrade
in order to use the SOFTWARE PRODUCT. A SOFTWARE PRODUCT labeled as an upgrade replaces
and/or supplements the product that formed the basis for your eligibility for the
upgrade. You may use the resulting upgrading product only in accordance with the
terms of this License Agreement. If the SOFTWARE PRODUCT is an upgrade of a component
of a package of software programs that you licensed as a single product, the SOFTWARE
PRODUCT may be used and transferred only as part of that single package and may
not be separated for use in more than one computer.
4. NO OPEN SOURCE. Your right to the Software does not include any license, right,
power or authority to subject the Software in whole or in part to any of the terms
of an Excluded License. An “Excluded License” means any “open
source” or other license that require as a condition of use, modification
and/or distribution of software subject to the Excluded License, that such software
or other software combined and/or distributed with such software be (a) disclosed
or distributed in source code form; (b) licensed for the purpose of making derivative
works; or (c) redistributable at no charge.
5. HIGH RISK ACTIVITIES. The Software is not fault tolerant and is not intended
for use in high-risk activities. You may not use the Software in the design, construction,
operation or maintenance of any nuclear facility or weapon of mass destruction,
or for the purpose of aircraft navigation or control or any other activity in which
the failure of the Software could result in loss of human life, personal injury
or property damage.
6. SERVICES. There are no services provided under this agreement. You are responsible
for installing the Software on your computers as permitted under this agreement.
7. FEES. Prices are available upon request and are subject to change. Please consult
Licensor or its authorized resellers as to current fees before placing an order.
All license fees are non-refundable and non-cancelable except as expressly provided
in this agreement and do not include shipping, sales or use tax, withholding tax,
excise tax, VAT or custom duties, all of which you are responsible for paying above
and beyond the license fees due to Licensor or its authorized resellers.
8. ACTIVATION. During installation, an Internet connection is required on the machine
where the product is being installed. Only the serial number and a unique product
ID provided by the installation program is sent to our servers. Alternatively, if
necessary, this information could be submitted from another computer that is connected
to the Internet. The information is encrypted using the standard RSA Public/Private
key methodology. For security reasons, we do not copy the private key onto the client
machine; instead it resides on our servers and thus the need for an Internet connection
to obtain a code to complete the install of the software. Our installation does
not scan your hard drive or gather any personal information from your computer;
therefore, no privacy issues should be of concern to you. Customers are still encouraged
to register the product using the traditional and voluntary web site registration
form. The installation process should be simple and unobtrusive for all customers.
Our goal is to prevent installation of serial numbers that have been obtained from
fraudulent purchases, returned products, expired programs and other suspicious means.
9. MAINTENANCE/SUPPORT. You may acquire maintenance/technical support services (“Maintenance/Support”)
for the Software provided that you subscribe to Licensor’s Maintenance/Support
programs or to an authorized Licensor partner support program. Maintenance/Support
shall be based on the in-country list price and then applicable Maintenance/Support
policy in effect at the time such Maintenance/Support is ordered. Maintenance/Support
fees are due annually in advance and are nonrefundable and non-cancelable.
10. LIMITED WARRANTIES; DISCLAIMER.
10.1 Software Performance Warranty; Media Warranty. Licensor warrants that the Software,
as delivered by Licensor and when used in accordance with the Documentation, shall
substantially conform with the Documentation for a period of ninety (90) days from
delivery and that the media upon which the Software is furnished to You shall be
free from defects in material and workmanship under normal use for a period of ninety
(90) days from delivery.
10.2 Software Warranty Remedies. If the Software does not operate as warranted in
Section 10.1 Licensor shall, at its sole discretion, either repair the Software,
replace the Software with software of substantially the same functionality, or terminate
the license and refund the relevant license fees paid for such non-compliant Software
only when You return the Software to Licensor or its authorized reseller, from whom
you obtained the Software, with the purchase receipt within the warranty period.
The above warranties specifically exclude defects resulting from accident, abuse,
unauthorized repair, modifications or enhancements, or misapplication.
10.3 Maintenance/Support Warranty. Licensor warrants, for a period of thirty (30)
days from the date of performance of the Maintenance/Support covered by this warranty
that the Maintenance/Support shall be performed in a manner consistent with generally
accepted industry standards.
10.4 Maintenance/Support Remedies. For Maintenance/Support not performed as warranted
in Section 9.3, and provided Licensor has received written notice of such non-conformance
within thirty (30) days of performance of the Maintenance/Support, Licensor shall,
at its discretion, either correct any nonconforming Maintenance/Support or refund
the relevant fees paid for the specific nonconforming Maintenance/Support service.
10.5 DISCLAIMERS. THE WARRANTIES SET FORTH IN SECTIONS 10.1 AND 10.3 ARE YOUR EXCLUSIVE
WARRANTIES AND ARE IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED,
AND LICENSOR EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES
OF MERCHANTABILITY, QUALITY, FITNESS FOR A PARTICULAR PURPOSE, AND WARRANTIES OF
STATUTORY NON-INFRINGEMENT. NO THIRD PARTY, INCLUDING AGENTS, DISTRIBUTORS, OR AUTHORIZED
LICENSOR RESELLERS IS AUTHORIZED TO MODIFY ANY OF THE ABOVE WARRANTIES OR MAKE ANY
ADDITIONAL WARRANTIES ON BEHALF OF LICENSOR.. LICENSOR DOES NOT WARRANT THAT THE
SOFTWARE SHALL MEET YOUR REQUIREMENTS OR THAT USE OF THE SOFTWARE SHALL BE UNINTERRUPTED
OR ERROR FREE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES,
SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. ANY IMPLIED WARRANTIES ARE LIMITED
IN DURATION TO NINETY (90) DAYS FROM THE DATE OF DELIVERY OF THE SOFTWARE OR TO
THE MINIMUM PRESCRIBED BY LAW. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHT. YOU
MAY HAVE OTHER RIGHTS, WHICH VARY DEPENDING ON THE TERRITORY IN WHICH THE SOFTWARE
WAS FURNISHED TO YOU. NOTHING IN THIS AGREEMENT SHALL EXCLUDE OR LIMIT ANY LIABILITY
OF LICENSOR WHICH CANNOT BE EXCLUDED OR LIMITED BY ANY LAW OR REGULATION APPLICABLE
TO THIS AGREEMENT. FOR WARRANTY ASSISTANCE CONTACT LICENSOR OR THE RESELLER FROM
WHOM YOU OBTAINED THE SOFTWARE.
11. EVALUATION AND FREE DEVELOPER LICENSES. Notwithstanding any provision of this
Agreement to the contrary, the following terms and conditions shall apply to any
Software acquired by you for purposes of evaluation or development. Any evaluation
license for the Software shall terminate thirty (30) days from the date of your
initial installation of the Software. Free Developer Licenses are not subject to
this termination period. The Evaluation/Free Developer Software may be used solely
for internal noncommercial evaluation. You may not use an evaluation/free developer
copy of the Software for any purpose, including production use, other than evaluation
and individual development respectively. The Software may not be transferred, is
licensed to you without fee, and is provided “AS IS” without warranty
of any kind. To the maximum extent permitted by applicable law, You agree to release,
defend and indemnify and hold Licensor harmless from any claims and/or damages of
any kind, by any party or entity, arising out of Your use of the Software for evaluation.
All other terms and conditions of this Agreement shall otherwise apply to the Software.
12. TERMINATION. This Agreement is effective until terminated. This Agreement, including
without limitation your right to use and copy the Software as specified in Section
1, terminates immediately and without notice from Licensor if You fail to comply
with any of its provisions. Upon termination you shall immediately discontinue use
of and destroy the Software and all copies or portions thereof, including any master
copy, and within ten (10) days certify in writing to Licensor that all copies have
been destroyed. Your payment obligations incurred prior to termination shall survive
termination of this Agreement.
13. LIMITATION OF LIABILITY. IN NO EVENT SHALL LICENSOR OR ITS SUPPLIERS BE LIABLE
TO YOU OR ANY PERSON FOR ANY COSTS OF PROCUREMENT OF SUBSTITUTE OR REPLACEMENT GOODS
OR SERVICES, LOSS OF PROFITS, LOSS OF, OR CORRUPTION OF DATA, LOSS OF PRODUCTION,
LOSS OF BUSINESS, LOSS OF REVENUES, LOSS OF CONTRACTS, LOSS OF GOODWILL OR ANTICIPATED
SAVINGS OR WASTED MANAGEMENT AND STAFF TIME, OR ANY INCIDENTAL, INDIRECT, SPECIAL
OR CONSEQUENTIAL DAMAGES, OR ANY AND ALL OTHER SIMILAR DAMAGES OR LOSS EVEN IF LICENSOR,
ITS RESELLERS, SUPPLIERS OR ITS AGENTS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES. EXCEPT AS LIMITED BY APPLICABLE LAW, REGARDLESS OF THE LEGAL BASIS FOR
YOUR CLAIM, LICENSOR’S AND ITS SUPPLIERS’ TOTAL LIABILITY UNDER THIS
AGREEMENT SHALL BE LIMITED TO DIRECT DAMAGES WHICH SHALL NOT EXCEED THE AMOUNT OF
FEES PAID FOR THE SOFTWARE GIVING RISE TO THE CLAIM. THESE LIMITATIONS SHALL APPLY
NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
14. U.S. GOVERNMENT RIGHTS. The Software and Documentation are deemed to be “commercial
computer software” and “commercial computer software documentation”
as defined in FAR Section 12.212 and DFARS Section 227.7202, as applicable. Any
use, modification, reproduction release, performance, display or disclosure of the
Software and Documentation by the U.S. Government shall be solely in accordance
with the terms of this Agreement.
15. COMPLIANCE WITH LAW. Each party agrees to comply with all applicable laws, rules,
and regulations in connection with its activities under this Agreement. Without
limiting the foregoing, You acknowledge that the Software, including documentation
and other technical data, is subject to export controls imposed by the
U.S. Export Administration Act of 1979, as amended (the "Act"), and the
regulations promulgated thereunder and other applicable foreign export control laws.
You shall not export or re-export (directly or indirectly) the Software, Documentation
or related technical data except in compliance with the Act and its implementing
regulations or other applicable foreign export control laws.
16. GENERAL. You agree to pay any tax assessed on the Software, other than taxes
based on Licensor's net income or corporate franchise tax. This Agreement shall
be governed by and construed in accordance with the laws of the State of Florida,
exclusive of any provisions of the United Nations Convention on Contracts for Sale
of Goods, including any amendments thereto, and without regard to principles of
conflicts of law. Any suits concerning this Agreement shall be brought in the federal
courts for the state of Florida or the state courts in Dade County, Florida, or
if the matter is brought by Licensor, in a court of competent jurisdiction in Your
domicile. This Agreement is personal and may not be assigned or assumed (including
by operation of law) without Licensor’s prior written consent. A change of
control shall constitute an assignment. During the period this Agreement remains
in effect, and for three years thereafter, Licensor has the right to verify your
compliance with this Agreement on Your premises during Your normal business hours
and in a manner that minimizes disruption to Your business. Licensor may use an
independent auditor for this purpose with Your prior approval which You will not
unreasonably withhold. If any provision of this Agreement is held to be unenforceable,
it shall be enforced to the maximum extent permissible, and the remaining provisions
shall remain in full force. A waiver of any breach or default under this Agreement
shall not constitute a waiver of any other subsequent breach or default. Unless
You have entered into a separate, written and signed agreement with Licensor for
the supply of the Software, this Agreement is the complete and exclusive statement
of the agreement between us which supersedes any proposal, prior agreement, oral
or written, purchase order or similar terms issued by You, or any other communications
between us in relation to the subject matter of this Agreement. Any modifications
to this Agreement shall be made in writing and must be duly signed by authorized
representatives of both parties or they shall be void and of no effect.
