Software License Agreement – Reveal SDK
PLEASE READ THIS LICENSE AGREEMENT (“LICENSE”) CAREFULLY. THIS LICENSE IS A LEGAL AGREEMENT BETWEEN INFRAGISTICS AND YOU AND BY DOWNLOADING THE SOFTWARE – THE REVEAL SDK AND ITS RELATED SOFTWARE COMPONENTS AND DOCUMENTATION – YOU ARE AGREEING THAT YOU HAVE READ ALL OF THE TERMS AND CONDITIONS SET FORTH BELOW, UNDERSTAND ALL OF THE TERMS AND CONDITIONS OF THIS LICENSE AND AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS LICENSE. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER ENTITY, YOU REPRESENT THAT YOU ARE THE EMPLOYEE OR AGENT OF SUCH COMPANY (OR OTHER ENTITY) AND YOU HAVE THE AUTHORITY TO ENTER INTO THIS LICENSE ON BEHALF OF SUCH COMPANY (OR OTHER ENTITY).
WARNING —– INFRAGISTICS IS WILLING TO LICENSE THE SOFTWARE TO YOU ONLY UPON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS AND CONDITIONS CONTAINED IN THIS LICENSE.
I. OWNERSHIP; LICENSE GRANT
A. Ownership. As between the parties, Infragistics owns all right, title and interest in and to the computer software known as the Reveal SDK, its related components and associated media and materials including any related documentation such as standard training, user or reference manuals delivered in machine readable form or on-line at the Infragistics website (collectively, the “SOFTWARE”) and any and all patents, copyrights, moral rights, trademarks, trade secrets, designs and any other form of intellectual property rights recognized in any jurisdiction, including applications and registrations for any of the foregoing embodied therein (“Intellectual Property Rights”). The SOFTWARE is licensed, not sold, to You by Infragistics. There are no implied licenses and Infragistics retains all rights not expressly granted to You in this LICENSE. All corrections, bug fixes, enhancements, updates, additions, or new releases (“Updates”) created by or on behalf of Infragistics and provided or made available to You as part of the SOFTWARE will, together with all applicable Intellectual Property Rights, be owned by Infragistics, but will be included as part of the SOFTWARE for purposes of the license granted to You hereunder.
B. License Rights. Upon executing a contract with Infragistics for a full license to the SOFTWARE or accepting a trial license to use the SOFTWARE on a trial basis as described below, Infragistics hereby grants to You, and You accept, a non-exclusive, non-transferable, non-sublicensable, revocable and limited license (the “LICENSE”) to access, use, and copy the SOFTWARE, in object code form as authorized in Section II of this LICENSE or source code form, subject to Sections II and IV of this LICENSE.
Data Security. If the SOFTWARE is deployed by You in an application that is accessed through a network or the Internet, You are responsible for and shall maintain access controls and system security requirements in the hosting applications and devices in which you are using the SOFTWARE, required for data security, confidentiality, authorization, authentication, and virus detection and eradication. Infragistics does not store, maintain or otherwise host any of Your data or personal information on its servers, websites or cloud-hosted provider services.
II. TRIAL LICENSE; PERMITTED USES
A. Upon accepting a trial license, You may install, copy, and use trial/developer versions of the SOFTWARE for a limited time (the “Trial Period”) and solely for the limited purposes of displaying product demonstrations, trials and design time evaluations, and running a product tour, in each case internally for the purposes of performing an evaluation of the SOFTWARE, all in accordance with this LICENSE. All trial/developer versions of the SOFTWARE are subject to the rights, requirements and obligations of this LICENSE.
B. Upon execution and compliance of a contract with Infragistics and payment of the then-current per application license fee, the SOFTWARE is licensed to You for full use for a single, named application as identified in Your contract with Infragistics (“Your Application”). Distribution of the SOFTWARE or components thereof identified in Section V in Your Application is allowed without royalty or runtime fees.
C. For purposes of development and implementation, the SOFTWARE may be installed and used on more than one computer, tablet, mobile device or web application or on a network server, for up to five (5) identified Registered Developers of Your Application. “Registered Developers” are those developers that have been registered with Infragistics to receive support for and updates to the SOFTWARE.
D. For purposes of both the trial license and full license, the SOFTWARE is in “use” on a computer, tablet. mobile device or web browser when it is loaded into temporary memory (e.g., RAM) or installed into permanent memory (e.g., hard disk or other storage devise) of that device.
E. Solely with respect to the documentation included or otherwise made available as part of the SOFTWARE, You may make a copies (either in hardcopy or electronic form); provided, that such copies shall be for Your internal use only as required to exercise Your rights hereunder and are not to be republished or distributed to any third party.
F. All copies of the SOFTWARE or the included/available documentation made by You or Your Registered Developers shall include Infragistics copyright, trademark, service mark, and other proprietary notices in the same form and location as the notice appears on the original work.
III. PROHIBITED USES.
A. You may not, nor may any of Your Registered Developer(s), without the prior written permission of Infragistics:
- disassemble, decompile or “unlock”, decode, reverse-compile, or otherwise reverse translate or engineer, or attempt in any manner to reconstruct or discover any source code or underlying algorithms of SOFTWARE which is provided in object code form only, or create any derivative works of the SOFTWARE except as expressly permitted in Section IV;
- use, copy, modify, adapt or create derivative works of the SOFTWARE and any accompanying documents except as permitted in this LICENSE;
- transfer, rent, lease, sublicense or otherwise commercially exploit the SOFTWARE;
- implement and/or deploy SOFTWARE in more than one named application per paid license
IV. SOURCE CODE.
B. You may not otherwise distribute the Source Code in any other form than as re-distributable library that delivers the necessary functionality of the SOFTWARE in Your Application.
C. Under no circumstances may any Source Code be used, in whole or in part, as the basis for creating a product that provides the same, or substantially the same, functionality as any Infragistics product. You will not take any action or assist or otherwise aid anyone else in taking any action that would limit Infragistics’ independent development, sale, assignment, licensing or use of its own software or any modification, enhancement, derivative work and/or extension thereto.
D. YOU UNDERSTAND AND ACKNOWLEDGE THAT INFRAGISTICS DOES NOT PROVIDE ANY TECHNICAL SUPPORT FOR SOURCE CODE.
V. REDISTRIBUTABLE COMPONENTS.
A. In addition to the license and rights granted in Sections I and II, Infragistics grants You a non-exclusive, royalty-free, revocable and limited license right to reproduce and distribute, in object code form, those portions of the SOFTWARE identified in the documentation as: (i) DLL controls and/or class files; and (ii) REDISTRIBUTABLE DLLs, (collectively the “REDISTRIBUTABLES”); provided that:
- You distribute the REDISTRIBUTABLES in object code form only in conjunction with and as part of Your Application which adds significant and primary functionality;
- You do not use the Reveal name, logo or trademarks or Infragistics’ name, logo or trademarks to market Your Application.
VI. U.S. EXPORT REGULATIONS.
U.S. law prohibits Infragistics, its licensees and resellers from exporting its products to, or supporting customers or resellers in certain countries. For specific questions regarding export regulations, please visit the Bureau of Industry and Security web site at http://www.bis.doc.gov
The SOFTWARE and the underlying information and technology may not be downloaded or otherwise exported or re-exported (i) into (or to a national or resident of) Cuba, Iraq, Libya, North Korea, Iran, Syria or any other country to which the U.S. has embargoed goods; or (ii) to anyone on the U.S. Treasury Department list of Specially Designated Nationals or the U.S. Commerce Departments Table of Deny Orders. By downloading or using the SOFTWARE, You are agreeing to the foregoing and 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.
A. In addition to the other requirements set forth in Section V, You hereby agree to indemnify, hold harmless, and defend Infragistics from and against any and all liabilities, damages, losses, costs and expenses (including reasonable attorneys’ fees) arising from or related to any claim, action, proceeding or allegation that arises or results, either directly or indirectly, from: (i) Your use and the use by Your employees, consultants and agents of the SOFTWARE; (ii) any breach by YOU or them of the terms of this LICENSE; and (iii) the use and distribution of Your Application using the SOFTWARE.
VIII. ACADEMIC LICENSE ELIGIBILITY REQUIREMENTS.
Infragistics offers qualified educational institutions or organizations and eligible academic end users the ability to buy educational licenses of Infragistics products for educational instruction purposes. Educational versions of Infragistics products cannot be used for any commercial purpose. Programs and prices are subject to change without notice. Please contact us for eligibility requirements or if you have any other questions about the Infragistics Education Program, e-mail us at: Academics@infragistics.com.
IX. TERM; TERMINATION.
A. The term of this LICENSE will commence on the date You download the SOFTWARE (the “Effective Date”) and will remain in effect until the termination date of Your contract, unless otherwise terminated in accordance with this Section IX.
B. You may voluntarily terminate this LICENSE at any time by deleting all copies of the SOFTWARE and removing any and all REDISTRIBUTABLES from Your Application. Infragistics credit policy is available upon request.
C. This LICENSE and your right to use the SOFTWARE will terminate immediately without notice from Infragistics if You fail to comply with the terms and conditions of this LICENSE. This is in addition to and not in lieu of any criminal, civil or other remedies available to Infragistics.
D. Upon any termination of this LICENSE, all rights granted to You in the SOFTWARE and under this LICENSE will immediately cease. You agree to destroy the SOFTWARE (including all accompanying documentation) and all copies thereof in any form.
E. In addition to this Section IX, the following Sections will survive any termination or of this LICENSE: I.A, III, IV.C., V, VII, X, XII, XIII and XV.
You acknowledge and agree that the SOFTWARE provided to you pursuant to this LICENSE, as well as any Source Code, Updates and modifications thereto contain trade secrets, know-how and other confidential and proprietary information including, without limitation, the concepts, techniques, ideas, algorithms, methods, and structure and design elements embodied and expressed in any computer programs or modules included in the SOFTWARE, as well as the structure, sequence and organization of such programs or modules (“Confidential Information”) that is the exclusive property of Infragistics, the development of which required the expenditure of considerable time and money by Infragistics. You further acknowledge that any disclosure to third parties of the Confidential Information may cause immediate and irreparable harm to Infragistics.
You agree to maintain in confidence the SOFTWARE, Source Code, any Updates and modifications as well as all Confidential Information by using at least the same physical and other security measures as you use for Your own confidential technical information and documentation, but in no event less that a commercially reasonable standard of care. You further agree not to disclose the SOFTWARE, Source Code, any Updates and modifications and the Confidential Information to anyone other than Your Registered Developers who have a need to know or obtain access to such Confidential Information in order to support your authorized use of the SOFTWARE and who are bound to protect the SOFTWARE, Source Code, any Updates and modifications and such Confidential Information against any other use or disclosure. You shall be fully responsible for Your employees’ or consultants’ compliance with this Section X. These obligations shall not apply to any portion of the SOFTWARE, Source Code, any Updates and modifications or Confidential Information which is: (i) generally available to the public, or (ii) independently developed by You without reliance on the Confidential Information, or (iii) approved in writing for release by Infragistics without restriction.
XI. U.S. GOVERNMENT RESTRICTED RIGHTS.
If You are acquiring the SOFTWARE on behalf of any unit or agency of the United States Government (collectively, the “Government”), the following provisions apply. The Government agrees that the SOFTWARE is acquired as “Commercial Computer Software” with “restricted rights” and the government shall have license terms defined by, for example, but not limited to: (i) if supplied to the Department of Defense (DoD), the SOFTWARE is “Commercial Computer Software” and the Government acquires the SOFTWARE with “restricted rights,” as defined in Title 48 §227.7202-3 of the DFARS; (ii) if the SOFTWARE is supplied to any other Government unit or agency, the Government’s rights in the SOFTWARE are defined in Title 48 §52.227-19 of the FAR; (iii)if the SOFTWARE is supplied to NASA, the Government’s rights are defined in Title 48 §1852.227-86 of the NASA supplement to the FAR. Manufacturer is Infragistics, Inc., 2 Commerce Drive, Cranbury, NJ 08512.
XII. LIMITED WARRANTY.
A. You represent, warrant and covenant that: (i) all of Your employees and consultants will abide by the terms of this Agreement; and (ii) You will comply with all applicable laws, regulations, rules, orders and other requirements, now or hereafter in effect, of any applicable governmental authority, in its performance of this LICENSE. Notwithstanding any terms to the contrary in this LICENSE, You will remain responsible for acts or omissions of all employees or consultants of Yours to the same extent as if such acts or omissions were undertaken by You. You assume responsibility for the selection of the SOFTWARE to achieve your intended results, and for the installation, use, and results obtained from the SOFTWARE.
B. Except with respect to REDISTRIBUTABLES and Source Code, which are provided “AS IS,” without warranty of any kind, Infragistics warrants that the SOFTWARE will perform substantially in accordance with its accompanying documentation for a period of thirty (30) days from the Effective Date. INFRAGISTICS DOES NOT PROVIDE ANY TECHNICAL SUPPORT FOR SOURCE CODE.
C. Except as set forth in Section XII.B, THE SOFTWARE IS PROVIDED ON AN AS IS OR AS AVAILABLE BASIS WITHOUT ANY REPRESENTATIONS, WARRANTIES, COVENANTS OR CONDITIONS OF ANY KIND. INFRAGISTICS AND ITS LICENSORS AND/OR SUPPLIERS DO NOT WARRANT THAT ANY OF THE SOFTWARE WILL BE FREE FROM BUGS, ERRORS, OR OMISSIONS. INFRAGISTICS AND ITS LICENSORS/SUPPLIERS DISCLAIM ANY AND ALL OTHER WARRANTIES AND REPRESENTATIONS (EXPRESS OR IMPLIED, ORAL OR WRITTEN) WITH RESPECT TO THE SOFTWARE WHETHER ALLEGED TO ARISE BY OPERATION OF LAW, BY REASON OF CUSTOM OR USAGE IN THE TRADE, BY COURSE OF DEALING OR OTHERWISE, INCLUDING ANY AND ALL (i) WARRANTIES OF MERCHANTABILITY, (ii) WARRANTIES OF FITNESS OR SUITABILITY FOR ANY PURPOSE (WHETHER OR NOT INFRAGISTICS KNOWS, HAS REASON TO KNOW, HAS BEEN ADVISED, OR IS OTHERWISE AWARE OF ANY SUCH PURPOSE), OR (III) WARRANTIES OF NONINFRINGEMENT OR CONDITION OF TITLE. YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE RELIED ON NO SUCH WARRANTIES.
XIII. LIMITATION OF LIABILITIES.
A. Infragistics’ and its licensors’/suppliers’ entire liability, in contract, tort or otherwise, and your exclusive remedy under the performance warranty set forth in Section XII.B, shall be, at Infragistics’ option, either: (i) return of the purchase price paid, or (ii) repair or replacement of the defective SOFTWARE. This limited warranty is void if failure of the SOFTWARE has resulted from accident, abuse, or misapplication. Any replacement SOFTWARE will be warranted for the remainder of the original thirty (30) day period.
B. Infragistics’ total, aggregate liability, whether in contract, tort, or otherwise, arising out of Your use or the use of Your employees or consultants of, or in connection with, the SOFTWARE, or otherwise under this LICENSE, shall in no event exceed the amount of the license fee paid or payable by You to Infragistics, if any, under this LICENSE. MULTIPLE CLAIMS WILL NOT EXPAND THIS LIMITATION
C. IN NO EVENT SHALL INFRAGISTICS OR ITS SUPPLIERS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, LOSS OF USE, LOSS OF REVENUE, LOSS OF GOODWILL, OR ANY OTHER LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE, OR IN CONNECTION WITH THIS LICENSE, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF INFRAGISTICS HAS BEEN ADVISED OR IS OTHERWISE AWARE OF THE POSSIBILITY OF SUCH DAMAGES.
D. Some states and jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, or the exclusion of implied warranties, so the limitations in Sections XIII.B and XIII.C may not apply to You.
XIV. THIRD PARTY COMPONENTS, USAGE & RESTRICTIONS.
A. The SOFTWARE includes third party open source components (“Other Components”) including but not limited to the list maintained at https://www.revealbi.io/help/developer/third-party-software, licensed under, and subject to the permission of licenses like the MIT License found at https://opensource.org/licenses/MIT. The Other Components are provided “AS IS”, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. IN NO EVENT SHALL THE AUTHORS OR COPYRIGHT HOLDERS BE LIABLE FOR ANY CLAIM, DAMAGES OR OTHER LIABILITY, WHETHER IN AN ACTION OF CONTRACT, TORT OR OTHERWISE, ARISING FROM, OUT OF OR IN CONNECTION WITH THE OTHER COMPONENTS OR THE USE OF OTHER DEALINGS IN THE OTHER COMPONENTS.
This LICENSE is governed by and shall be construed in accordance with the laws of the State of New Jersey as applied to agreements entered into and to be performed entirely within New Jersey. This LICENSE is the entire agreement between You and Infragistics regarding the subject matter hereof and supersedes all other agreements between us, whether written or oral, relating to this subject matter hereof. In the event of a conflict between this Agreement and any terms of service or other information on the Infragistics website, this Agreement will prevail. You may not transfer Your rights under this LICENSE to any third party. If any provision of this LICENSE is invalid, illegal, or incapable of being enforced by any rule of law or public policy, all other provisions of this LICENSE will nonetheless remain in full force and effect.
The SOFTWARE is protected by United States copyright laws and international treaty provisions. All rights are reserved worldwide.