Emprise Corporation Development Software License Agreement
This is only a summary of the complete Emprise Corporation End User License Agreement ("EULA"). For complete license conditions see the conditions that follow the words "READ CAREFULLY" in this license document:
All sales of software licenses that include non-obfuscated source code (for example the "Developer" and "Enterprise" versions of Emprise JavaScript Charts) are final and no returns will be accepted.
All licenses are PER INDIVIDUAL DEVELOPER unless otherwise specified. One developer may use a single license on multiple machines as long as they are not used concurrently or shared by other developers. This means, for instance, a single license may be used on an office machine, a home machine, and a laptop.
Client-side elements are licensed ROYALTY FREE. You pay to use them in design time. You do not pay additional royalties when you create an executable and distribute the component with that executable. This condition is subject to further conditions as described in this license.
Server-side elements are licensed DEPLOYMENT FREE. You pay to use them in design time. You do not pay per-server deployment fees when you deploy your application.
Distribution of elements for use in design time is NOT covered under this license. If you wish to distribute our elements as part of a design environment, that requires a special OEM license and does involve the payment of royalties.
*This summary is subject to further conditions and clarification. For the exact license terms and conditions please read the full Emprise Corporation End User License Agreement below.
READ CAREFULLY
This Emprise Corporation End User License Agreement ("EULA") is a legal agreement between you (either an individual or a single entity) and Emprise Corporation for all Emprise Corporation software products that have been purchased by the customer unless superseded by another special license agreement. This license includes all computer software and associated media and printed materials, and may include "online" or electronic documentation, herein collectively referred to as the "SOFTWARE PRODUCT" or "SOFTWARE". By installing, copying, or otherwise using the SOFTWARE PRODUCT, you agree to be bound by the terms of this EULA.
IT IS NECESSARY FOR YOU TO AGREE TO BE BOUND BY THE TERMS OF THIS LICENSE BEFORE YOU ARE PERMITTED TO CONTINUE TO INSTALL THE SOFTWARE.BY COMPLETING A COMMERCIAL TRANSACTION TO PURCHASE AN Emprise Corporation SOFTWARE PRODUCT, OR BY INSTALLING, COPYING, OR OTHERWISE USING THE SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS LICENSE INCUDING THE WARRANTY DISCLAIMERS, LIMITATIONS ON LIABILITY AND TERMINATION PROVISIONS.
I. OWNERSHIP; GRANT OF LICENSE.
This is a license agreement and NOT an agreement for sale. Emprise Corporation continues to own the copy of the SOFTWARE contained on the disk or CD-ROM and all copies thereof. Your rights to the SOFTWARE are specified in this LICENSE, and Emprise Corporation retains all rights not expressly granted to you in this LICENSE. Emprise Corporation hereby grants to you, and you accept, a non-exclusive, non-transferable license to use, copy and modify the SOFTWARE only as authorized below.
II. PERMITTED USES.
This LICENSE grants you the following rights:
A. The SOFTWARE is licensed per individual developer. You may make copies on more than one computer, as long as the use of the SOFTWARE is by the same developer. If you have purchased an "Enterprise" license, you may use a copy of the SOFTWARE on for any number of developers at a single site. A single site is defined as a single physical building. The SOFTWARE is in "use" on a computer when it is loaded into temporary memory (i.e. RAM) or installed into permanent memory (e.g. hard disk, CD-ROM, or other storage devise) of that computer. However, installation on a network server for the sole purpose of internal distribution to one or more other computer(s) shall not constitute "use" for which a separate license is required, provided you have a separate license for each computer to which the SOFTWARE is distributed.
B. Solely with respect to electronic documents included with the SOFTWARE, you may make a copy (either in hardcopy or electronic form) for each developer for which the Software has been licensed as described in Section II.A, above; provided, that such copies shall be used only by such developer for internal purposes and are not to be republished or distributed to any other third party or developer.
C. You may use the personal or trial versions only for the limited purposes of demonstrations, trials and design time evaluations.
III. PROHIBITED USES.
You may not, without the prior written permission of Emprise Corporation:
A. Disassemble, decompile or "unlock", decode or otherwise reverse translate or engineer, or attempt in any manner to reconstruct or discover any source code or underlying algorithms of SOFTWARE provided in object code form only.
B. Use, copy, modify, or merge copies of the SOFTWARE and any accompanying documents except as permitted in this LICENSE.
C. Transfer, rent, lease, or sublicense the SOFTWARE.
D. Separate the software programs comprising the SOFTWARE for use by more than one user at a time.
IV. SOURCE CODE.
Provided you have purchased a license to the non-obfuscated source code, you may make modifications, enhancements, derivative works and/or extensions to that licensed source code provided to you under the terms set forth in this section IV.
While Emprise Corporation does not claim any ownership rights in applications, frameworks or components developed using the SOFTWARE, in the event you develop any modifications, enhancements, derivative works and/or extensions to the licensed source code, either independently or jointly with Emprise Corporation, such modifications, enhancements, derivative works and/or extensions and all rights associated therewith will be the exclusive property of Emprise Corporation. You will not grant, either expressly or impliedly, any rights, title, interest, or licenses to any such modifications, enhancements, derivative works and/or extensions to any third party. You will, however, be entitled to use such modifications, enhancements, derivative works and/or extensions under the terms set forth in this agreement. You hereby assign all right, title and interest in and to such modifications, enhancements, derivative works and/or extensions to the licensed source code to Emprise Corporation. You also agree to execute, acknowledge and deliver to Emprise Corporation all documents and do all things Emprise Corporation deems necessary or desirable, at no cost to you but at Emprise Corporation expense, to enable Emprise Corporation to obtain and secure such modifications, enhancements, derivative works and/or extensions anywhere in the World. You agree to secure all necessary rights and obligations from relevant employees, or third parties in order to satisfy the above obligations.
You may not distribute the Emprise Corporation source code, or any modification, enhancement, derivative work and/or extension thereto, in source code form.
The source code contained herein and in related files is provided to the registered developer for the sole purposes of education and troubleshooting. Under no circumstances may any portion of the source code be distributed, disclosed or otherwise made available to any third party without the express, prior written consent of Emprise Corporation.
Under no circumstances may the 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 Emprise Corporation product. You will not take any action, or assist or otherwise aid anyone else in taking any action, that would limit Emprise Corporation' independent development, sale, assignment, licensing or use of its own software or any modification, enhancement, derivative work and/or extension thereto.
You will not modify or delete, in whole or part, any copyright, trade secret, proprietary, confidential or other notice thereon or therein without the express, prior written consent of Emprise Corporation.
If you purchase any license that includes source code in your organization, all licenses in your organization must be purchased with source code.
YOU UNDERSTAND AND ACKNOWLEDGE THAT SOURCE CODE IS LICENSED AS IS, AND THAT Emprise Corporation DOES NOT PROVIDE ANY TECHNICAL SUPPORT FOR SOURCE CODE.
V. REDISTRIBUTABLE elements.
A. In addition to the license and rights granted in Sections I and II, Emprise Corporation grants you the right to use the application programming interface (known as "API") portion of the SOFTWARE which is either on disk, CD-ROM or electronic format provided:
You may use the API to create your own components, as long as, it is NOT the basis for creating a product that provides the same, or substantially the same, functionality as any Emprise Corporation product; and
In the event you develop any modifications, enhancements, derivative works and/or extensions to the API, either independently or jointly with Emprise Corporation, such modifications, enhancements, derivative works and/or extensions and all rights associated therewith will be the exclusive property of Emprise Corporation. You will not grant, either expressly or impliedly, any rights, title, interest, or licenses to any such modifications, enhancements, derivative works and/or extensions to any third party. You will, however, be entitled to use such modifications, enhancements, derivative works and/or extensions under the terms set forth in this agreement. You hereby assign all right, title and interest in and to such modifications, enhancements, derivative works and/or extensions to the API to Emprise Corporation. You also agree to execute, acknowledge and deliver to Emprise Corporation all documents and do all things Emprise Corporation deems necessary or desirable, at no cost to but at Emprise Corporation's expense, to enable Emprise Corporation to obtain and secure such modifications, enhancements, derivative works and/or extensions anywhere in the World. You agree to secure all necessary rights and obligations from relevant employees or third parties in order to satisfy the above obligations.
B. In addition to the license and rights granted in Sections I and II, Emprise Corporation grants you a nonexclusive, royalty-free right to reproduce and distribute the obfuscated distribution code version of those portions of the SOFTWARE designated in the SOFTWARE as (i) those portions of the SOFTWARE which are identified in the documentation as the JavaScript ("JS"), Include ("INC"), VBX ("VBX") and/or OCX ("OCX") Controls and/or DLL Controls and/or class files and/or jar files; (ii) those portions of the SOFTWARE which are identified in the documentation as REDISTRIBUTABLE DLLs ("DLLs") (collectively the "REDISTRIBUTABLES"); provided:
- You distribute the REDISTRIBUTABLES in object code form only in conjunction with and as part of your software application product which adds significant and primary functionality;
- You do not use Emprise Corporation' name, logo or trademarks to market your software application product;
- You include a valid copyright notice on your SOFTWARE;
C. In addition to the other requirements set forth in this Section V, you hereby agree to indemnify, hold harmless, and defend Emprise Corporation 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 the use and distribution of any of your software application product(s) or components.
VI. SPECIAL EXCEPTIONS.
Emprise Corporation may offer special exceptions to the terms of this license agreement in the form of an addendum, memorandum of understanding, or full replacement of this license. If so the terms of that license will supersede and take precedence over relevant portions of this license.
VII. COPYRIGHT.
All title and copyrights in and to the SOFTWARE (including but not limited to any images, photographs, animation, video, audio, music, text and "applets" incorporated into the SOFTWARE) and the accompanying printed materials are owned by Emprise Corporation or its suppliers. The SOFTWARE is protected by US copyright laws and international treaty provisions. All rights are reserved worldwide. You must treat the SOFTWARE like any other copyrighted material, except that you may, in addition to the copies permitted in this LICENSE, make one copy of the SOFTWARE solely for backup or archival purposes. No part of the accompanying printed materials may be reproduced, transmitted, transcribed, stored in any retrieval system, or translated into any language by any means without the express prior written permission of Emprise Corporation.
VIII. TERMINATION.
This LICENSE and your right to use the SOFTWARE will terminate immediately without notice from Emprise Corporation if you fail to comply with the terms and conditions of this LICENSE. Upon termination, you agree to destroy the SOFTWARE, including all accompanying documents and copies. This is in addition to and not in lieu of any criminal, civil or other remedies available to Emprise Corporation.
IX. CONFIDENTIALITY.
You acknowledge that the SOFTWARE and any source code provided to you pursuant to this LICENSE, as well as any modification, enhancement, derivative work and/or extension thereto includes valuable trade secrets of Emprise Corporation. You agree to maintain in confidence the Emprise Corporation Source Code (in source code form), and any modification, enhancement, derivative work and/or extension thereto, 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 Emprise Corporation Source Code (in source code form), or any aspect thereof, or any modification, enhancement, derivative work and/or extension thereto, or any aspect thereof, to anyone other than employees or contractors who have a need to know or obtain access to such information in order to support your authorized use of the SOFTWARE and who are bound to protect such information against any other use or disclosure. You agree to assume full responsibility for such employees' or contractors' use, or misuse, of such disclosed source code as if it was your use. These obligations shall not apply to any information generally available to the public, independently developed or obtained without reliance on Emprise Corporation' information, or approved in writing for release by Emprise Corporation without restriction.
X. LIMITED WARRANTY.
A. Except with respect to REDISTRIBUTABLES and source code, which are provided "AS IS," without warranty of any kind, Emprise Corporation warrants that the SOFTWARE will perform substantially in accordance with the accompanying printed materials for a period of thirty (30) days from the date of receipt. Emprise Corporation does not warranty that the SOFTWARE will be error-free. SOURCE CODE IS LICENSED "AS IS". Emprise Corporation DOES NOT PROVIDE ANY TECHNICAL SUPPORT FOR SOURCE CODE.
B. Emprise Corporation' and its suppliers' entire liability, in contract, tort or otherwise, and your exclusive remedy under the performance warranty set forth in Section XI.A, shall be, at Emprise Corporation' option, either (a) return of the purchase price paid, or (b) repair or replacement of the defective SOFTWARE. SOFTWARE purchased other than directly from Emprise Corporation shall be returned to the place it was purchased. 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.
C. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION XI, Emprise Corporation AND ITS SUPPLIERS DISCLAIM ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, WHETHER ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OR TRADE, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF ACCURACY, COMPLETENESS, PERFORMANCE, CURRENCY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH REGARD TO THE SOFTWARE.
XI. LIMITATION OF LIABILITIES.
Emprise Corporation' liability, whether in contract, tort, or otherwise, arising out of Licensee's use of, or in connection with, the SOFTWARE, or otherwise under this Agreement, shall not exceed the amount of the license fee paid by you to Emprise Corporation. IN NO EVENT SHALL Emprise Corporation OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL 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 THE SOFTWARE, EVEN IF Emprise Corporation HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Some states, provinces, and jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, or the exclusion of implied warranties or limitations on how long a warranty may last, so the limitations in Sections XI and XII may not apply to you.
XII. MISCELLANEOUS.
In the event of invalidity of any provision of this LICENSE, the parties agree that such invalidity shall not affect the validity of the remaining portions. You agree that you will not export or re-export the Software without the appropriate United States or foreign government licenses. This LICENSE is governed by the laws of the United States state of Connecticut as applied to agreements entered into and to be performed entirely within Connecticut. This is the entire agreement between you and Emprise Corporation which supersedes any prior agreement, whether written or oral, relating to this subject matter.
Revision 1.0, Sunday, June 17, 2024