DAPFOR - LICENSE AGREEMENT FOR MFC GRID SOFTWARE
THE FOLLOWING TERMS AND CONDITIONS CREATE A SOFTWARE LICENSE AGREEMENT ("LICENSE AGREEMENT") BETWEEN DAPFOR SARL (REFERRED TO AS "Dapfor") AND THE INDIVIDUAL OR SINGLE ENTITY REFERRED TO HEREIN AS "YOU" OR "LICENSEE" FOR THE "SOFTWARE" (AS DEFINED BELOW).
PLEASE READ THESE LICENSE TERMS AND CONDITIONS CAREFULLY BEFORE INSTALLING OR USING THE LICENSED SOFTWARE. Dapfor IS WILLING TO GRANT LICENSEE THE FOLLOWING LICENSE TO USE SOFTWARE ACCORDING TO THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT ONLY ON CONDITION THAT THE LICENSEE ACCEPTS ALL TERMS AND CONDITIONS IN THIS DOCUMENT. IF YOU DON'T AGREE TO ANY PART OF THE TERMS OF THIS LICENSE AGREEMENT, DO NOT INSTALL, USE, OR EVALUATE, ANY PART, FILE OR PORTION OF THE "SOFTWARE".
All SOFTWARE is licensed, not sold. Dapfor grants you a nonexclusive and limited license to use the Software solely for your internal business purposes and in accordance with the terms and conditions of this LICENSE AGREEMENT.
RIGOROUS ENFORCEMENT OF INTELLECTUAL PROPERTY RIGHTS. If the licensed right of use for this SOFTWARE is purchased by YOU with any intent to reverse engineer, decompile, modify, or unauthorized transfer of any Dapfor intellectual property and trade secrets, any products created as a result shall be judged illegal by definition of all applicable law. Any sale or resale of intellectual property or created derivatives so obtained will be prosecuted to the fullest extent of all local, federal and international law.
ARTICLE 1. DEFINITIONS
"LICENSE" means the terms and conditions set out in this software License agreement.
"LICENSEE" means the owner of the LICENSE rights (also referred to as "YOU")
"LICENSOR" means Dapfor SARL.
"DOCUMENTATION" means all user guides, reference manuals, other documentation accompanying Software (as defined below), and all other documentation otherwise made available by Dapfor.
"SOFTWARE" means the Dapfor software components, in source code or binary form together with the user guides, build guides, examples, reference manuals and other documentation accompanying such software components or otherwise made available by Dapfor (collectively, the "Documentation"), any executables delivered with the software components and any modified or updated versions of any of the foregoing made available to LICENSEE pursuant to LICENSEE's purchase of Maintenance and Support.
ARTICLE 2. LICENSE GRANTS
LICENSOR grants you a nonexclusive, non-transferable, perpetual, royalty-free, limited right and license to:
- install and use SOFTWARE and create applications that use SOFTWARE on a single computer.
- use SOFTWARE in binary form on any computer, workstation or server for the sole purpose of executing applications created by LICENSEE.
- copy or have copied SOFTWARE as necessary for back-up or disaster recovery purposes, provided that Dapfor copyright notice and other proprietary rights notices are reproduced on each copy.
ARTICLE 3. CONFIDENTIALITY
Any license information, activation keys, code sources, or similar information provided by Dapfor to LICENSEE is considered the confidential information of Dapfor, and LICENSEE must hold such information in strict confidence. If LICENSEE is an entity, LICENSEE may provide activation key to authorized users solely in accordance with this LICENSE AGREEMENT.
ARTICLE 4. LIMITATIONS ON REVERSE ENGINEERING, DECOMPILATION, AND DISASSEMBLY
You may not reverse engineer, decompile, modify, translate, or disassemble SOFTWARE, and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation. You agree to take all reasonable, legal and appropriate measures to prohibit the illegal dissemination of SOFTWARE or any of its constituent parts and redistributable to the fullest extent of all applicable local, US Codes and International Laws and Treaties regarding anti-circumvention, including but not limited to, the Geneva and Berne World Intellectual Property Organization (WIPO) Diplomatic Conferences.
ARTICLE 5. RENTAL
You may not lend, give, rent, lease, sub-license and transfer SOFTWARE.
ARTICLE 6. REDISTRIBUTION
You shall not distribute or publish any part of the Software (original or modified) unless you have received a written permission from Dapfor.
You shall not redistribute the Software as a part of a software development library without a written permission from Dapfor.
ARTICLE 7. TRANSFER
You may NOT permanently or temporarily transfer ANY of your rights under LICENSE AGREEMENT to any individual or entity without prior written approval from Dapfor. You may not reproduce or distribute any Dapfor documentation without Dapfor's explicit permission.
ARTICLE 8. COPYRIGHT
All title and copyrights in and to SOFTWARE (including but not limited to any copy written images, demos, source code, intermediate files, packages, photographs, animations, video, audio, music, text, and "applets" incorporated into SOFTWARE, the accompanying printed materials, and any copies of SOFTWARE) are owned by Dapfor or its subsidiaries. SOFTWARE is protected by copyright laws and international treaty provisions and, therefore, you must treat SOFTWARE like any other copyrighted material except that you may install and use SOFTWARE as described in this LICENSE AGREEMENT.
ARTICLE 9. DISCLAIMER OF WARRANTY
Dapfor expressly disclaims any warranty for SOFTWARE. SOFTWARE AND ANY RELATED DOCUMENTATION IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. Dapfor DOES NOT WARRANT, GUARANTEE, OR MAKE ANY REPRESENTATIONS REGARDING THE USE, OR THE RESULTS OF THE USE, OF SOFTWARE IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF SOFTWARE REMAINS WITH YOU. No oral or written information or advice given by Dapfor or its employees shall create a warranty or in any way increase the scope of this warranty.
ARTICLE 10. LIMITATIONS ON LIABILITY
To the maximum extent permitted by applicable law, in no event shall Dapfor 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 SOFTWARE or the provision of or failure to provide Support Services, even if Dapfor has been advised of the possibility of such damages.
LICENSEE understands that SOFTWARE may produce inaccurate results because of a failure or fault within SOFTWARE or failure by LICENSEE to properly use and or deploy SOFTWARE. LICENSEE assumes full and sole responsibility for any use of SOFTWARE, and bears the entire risk for failures or faults within SOFTWARE. You agree that regardless of the cause of failure or fault or the form of any claim, YOUR SOLE REMEDY AND Dapfor's SOLE OBLIGATION SHALL BE GOVERNED BY THIS AGREEMENT AND IN NO EVENT SHALL Dapfor's LIABILITY EXCEED THE PRICE PAID TO Dapfor FOR SOFTWARE. This Limited Warranty is void if failure of SOFTWARE has resulted from accident, abuse, alteration, unauthorized use or misapplication of SOFTWARE.
ARTICLE 11. SUPPORT SERVICES
Dapfor may provide you with support services related to SOFTWARE ("Support Services"). Use of Support Services is governed by Dapfor policies and programs described in the user manual, in "on line" documentation and/or other Dapfor provided materials. Any supplemental SOFTWARE provided to you as part of the Support Services shall be considered as part of SOFTWARE and subject to the terms and conditions of this LICENSE AGREEMENT. With respect to technical information you provide to Dapfor as the part of the Support Services, Dapfor may use such information for its business purposes, including for SOFTWARE support and development. Dapfor will not utilize such technical information in a form that personally identifies you.
ARTICLE 12. TAX
All prices for SOFTWARE on the Dapfor website are shown without any indirect taxes. Unless stipulated separately by this LICENSE AGREEMENT, Dapfor SARL, shall not charge the LICENSEE any taxes excluding the value added tax (V.A.T.). Where applicable, Dapfor shall charge any LICENSEE residing in the European Union (European Economic Community), the value added tax under the legislation of the France. The value added tax sum shall be added to the final invoice sum issued by Dapfor at the moment of purchase and shall be considered obligatory for any EU resident user.
Except in the above cases, the LICENSEE shall independently pay all taxes and duties, including value added taxes, sales taxes, and any other taxes or duties as required by any jurisdiction or country of their residence as a result of this license which is granted to the LICENSEE to use any of the Image(s), according to this LICENSE AGREEMENT.
ARTICLE 13. LICENSE AGREEMENT MODIFICATION
This LICENSE AGREEMENT may only be modified in writing signed by you and an authorized officer of Dapfor. If any provision of this LICENSE AGREEMENT is found void or unenforceable, the remainder will remain valid and enforceable according to its terms. If any remedy provided is determined to have failed for its essential purpose, all limitations of liability and exclusions of damages set forth in the Limited Warranty shall remain in effect.
ARTICLE 14. MISCELLANEOUS
This LICENSE AGREEMENT shall be construed, interpreted and governed by the laws of France. You agree and consent that jurisdiction and proper venue for all claims, actions and proceedings of any kind relating to Dapfor or the matters in this LICENSE AGREEMENT shall be exclusively in courts located in France.
Dapfor reserves all rights not specifically granted in this LICENSE AGREEMENT.