» version 1.0 - posted on 2006-09-29
EULA - End User License Agreement
Netvak ControlSolutions Controls License
End-User License Agreement
By installing the product identified above and/or its related materials, you are accepting the following License Agreement. Click the radio-button "I agree to License Agreement" if you agree.
IMPORTANT READ CAREFULLY: This license agreement (LICENSE) is a legal agreement between you (either an individual or a single entity, also referred to as "LICENSEE", "YOU") and Netvak, Inc., doing business as Netvak, ("NETVAK"), for the product "Netvak ControlSolutions Controls suite", or any individual component included in any of the this suites ("INDIVIDUAL COMPONENT"), all of which include computer software, and may include the softwares source code written in a high-level computer language, associated media, printed materials, and "online" or electronic documentation (collectively referred to as SOFTWARE).
By installing, copying, downloading, accessing, or otherwise using the SOFTWARE, you agree to be bound by the terms of this LICENSE. If you do not agree to the terms of this LICENSE, do not buy, install or use the SOFTWARE.
Any earlier license we may have granted to you for the use of earlier versions of the SOFTWARE is replaced by this LICENSE.
SOFTWARE PRODUCT LICENSE
The SOFTWARE is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties and contains confidential information and trade secrets. The SOFTWARE is licensed, not sold. NETVAK retains ownership of the copy of the SOFTWARE in your possession, and all copies you may be licensed to make. NETVAK also retains all rights not expressly granted to you in this LICENSE.
1. GRANT OF LICENSE
NETVAK hereby grants to you, and you accept, a non-exclusive, non-transferable license to install, copy, and use the SOFTWARE only as authorized below.
The SOFTWARE is licensed based on what license type you have purchased. This means that each individual using or otherwise accessing the SOFTWARE for development purposes must obtain the right to do so by purchasing an individual product license.
You are not allowed to integrate and distribute the SOFTWARE as part of branded commercial products meant for mass distribution if you dont get OEM or Enterprise license. This is subject to a redistributable license. For more information, please refer to Netvak web site for OEM or Enterprise licenses detail information.
You may make copies on more than one computer, as long as the use of the SOFTWARE is used in the legal scope that described in license type you have purchased. 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 or other storage devise) of that computer for development purposes.
2. DESCRIPTION OF OTHER RIGHTS AND LIMITATIONS
(a) You can distribute the SOFTWARE only as an integral part of your own solutions(s) after you get OEM or Enterprise license(s) (YOUR SOFTWARE). YOUR SOFTWARE must add significant and primary functionality to the SOFTWARE. The SOFTWAREs codes may be distributed as an integral part of those solution(s) in COMPILED form only.
(b) YOUR SOFTWARE may not, in the reasonable opinion of NETVAK, compete with the SOFTWARE, or any other NETVAK product.
(c) You ensure that the SOFTWARE is not distributed in any form that allows it to be reused by any application other than YOUR SOFTWARE.
(d) You do not wrap or distribute the SOFTWARE in a model, component, or other derivative that can be used for development purposes on any application, tool, environment or container.
(e) Your END-USERS are not allowed to use the SOFTWARE for development purposes or further redistribution and deployment.
(f) You are not allowed to resell, transfer, rent, lease, or sublicense the SOFTWARE and your associated rights.
(g) You are not allowed to 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.
(h) You are not allowed to use, copy, modify, or merge copies of the SOFTWARE and any accompanying documents except as permitted in this LICENSE.
(i) Under no circumstances may any portion of the SOFTWAREs source code or any modified version or derivative work of the source code be distributed, disclosed or otherwise made available to any third party.
(j) You may not expose, document or make public the SOFTWARE API (Application Programming Interface) and SOFTWARE DLLs (Dynamic Link Libraries).
(k) You acknowledge that the SOFTWAREs source code contains valuable and proprietary trade secrets of NETVAK. All individuals employed by or belonging to your entity agree to expend every effort to insure its confidentiality.
(l) You may not use the Netvak product names, logos or trademarks to market YOUR SOFTWARE.
(m) You agree to indemnify, hold harmless, and defend Netvak and its resellers from and against any and all claims or lawsuits including attorneys fees that arise or result from the use or distribution of your software product.
NETVAK shall deliver to LICENSEE a master copy of the SOFTWARE licensed hereunder in compiled C# code in electronic files only. Documentation shall also be provided in electronic format. The applicable sample source code licensed hereunder will be delivered as C# source files and VB.NET source files and Visual Studio .NET project files in electronic format only.
You are eligible for free minor upgrades (e.g. v.1.5.1 to v.1.5.3), patches, and bug-fixes for the SOFTWARE, including the source code in SOFTWARE package. SOFTWARE labeled as an upgrade replaces and/or supplements (and may disable) the product that formed the basis for your eligibility for the upgrade. You may use the resulting upgraded product only in accordance with the terms of this LICENSE.
This LICENSE shall last as long as you use the SOFTWARE in compliance with this LICENSE. NETVAK may terminate this LICENSE if you fail to comply with any of the terms and conditions herein. In such event you agree to remove and destroy all copies of the SOFTWARE, any applicable source code, as well as all copies that have been integrated in other products.
NETVAK reserves the right to discontinue at any time any product, shall it be offered individually or as a part of a product SUITE. However, NETVAK is obligated to provide the proper level of support for all discontinued products for a period of 1 (one) year after the date of discontinuance.
All title and copyrights in and to the SOFTWARE (including but not limited to any images, photographs, animations, video, audio, music, text, incorporated into the SOFTWARE), the accompanying printed materials, and any copies of the SOFTWARE, and any trademarks or service marks of NETVAK are owned by NETVAK. All title and intellectual property rights in and to the content that may be accessed through use of the SOFTWARE is the property of the respective content owner and may be protected by applicable copyright or other intellectual property laws and treaties. This LICENSE grants you no rights to use such content.
All error corrections, bug fixes, patches, updates or other modifications shall be the sole property of NETVAK.
7. LIMITED WARRANTY
NETVAK warrants solely that the SOFTWARE will perform substantially in accordance with the accompanying written materials for a period of ninety (90) days. NETVAK does not warrant the use of the SOFTWARE will be uninterrupted or error free at all times and in all circumstances, nor that program errors will be corrected. This limited warranty shall not apply to any error or failure resulting from (i) machine error, (ii) LICENSEEs failure to follow operating instructions, (iii) negligence or accident, or (iv) modifications to the SOFTWARE by any person or entity other than NETVAK. In the event of a breach of warranty, LICENSEE s sole and exclusive remedy, is repair of all or any portion of the SOFTWARE. If such remedy fails of its essential purpose, LICENSEE s sole remedy and NETVAKs maximum liability shall be a refund of the paid purchase price for the defective SOFTWARE only. This limited warranty is only valid if NETVAK receives written notice of breach of warranty within thirty days after the warranty period expires.
8. LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL NETVAK BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE THE PRODUCT, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES, EVEN IF ADVISED OF THE POSSIBILITY THEREOF, AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED. IN ANY CASE, NETVAKS ENTIRE LIABILITY UNDER ANY PROVISION OF THIS AGREEMENT SHALL NOT EXCEED IN THE AGGREGATE THE SUM OF THE LICENSE FEES LICENSEE PAID TO NETVAK FOR THE PRODUCT GIVING RISE TO SUCH DAMAGES, NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY, WITH THE EXCEPTION OF DEATH OR PERSONAL INJURY CAUSED BY THE NEGLIGENCE OF NETVAK TO THE EXTENT APPLICABLE LAW PROHIBITS THE LIMITATION OF DAMAGES IN SUCH CASES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS EXCLUSION AND LIMITATION MAY NOT BE APPLICABLE. NETVAK IS NOT RESPONSIBLE FOR ANY LIABILITY ARISING OUT OF CONTENT PROVIDED BY LICENSEE OR A THIRD PARTY THAT IS ACCESSED THROUGH THE PRODUCT AND/OR ANY MATERIAL LINKED THROUGH SUCH CONTENT. ANY DATA INCLUDED IN A PRODUCT UPON SHIPMENT FROM NETVAK IS FOR TESTING USE ONLY AND NETVAK HEREBY DISCLAIMS ANY AND ALL LIABILITY ARISING THEREFROM. THE EXTENT OF NETVAKS LIABILITY FOR THE LIMITED WARRANTY SECTION SHALL BE AS SET FORTH THEREIN.
This License will be governed by the law of the Republic of China. If any provision of this LICENSE is to be held unenforceable, such holding will not affect the validity of the other provisions hereof. Failure of a party to enforce any provision of this LICENSE shall not constitute or be construed as a waiver of such provision or of the right to enforce such provision.
All disputes, arising from this contract or related to it, including those arising from or concerning its interpretation, invalidity, performance or termination, as well as the disputes for filling gaps in this contract or its adaptation to newly established facts, shall be referred for resolution to the Court of Arbitration at the Taiwan Taipei first court in compliance with its Rules for Litigations, based on arbitration agreements.
This License represents the entire understanding between the parties with respect to its subject matter.
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, THAT YOU UNDERSTAND THIS AGREEMENT, AND UNDERSTAND THAT BY CONTINUING THE INSTALLATION OF THE SOFTWARE PRODUCT, BY LOADING OR RUNNING THE SOFTWARE PRODUCT, OR BY PLACING OR COPYING THE SOFTWARE ONTO YOUR COMPUTER HARD DRIVE, YOU AGREE TO BE BOUND BY THIS AGREEMENTS TERMS AND CONDITIONS. YOU FURTHER AGREE THAT, EXCEPT FOR WRITTEN SEPARATE AGREEMENTS BETWEEN NETVAK AND YOU, THIS AGREEMENT IS A COMPLETE AND EXCLUSIVE STATEMENT OF THE RIGHTS AND LIABILITIES OF THE PARTIES.