oXygen XML Editor SDK License Agreement

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Oxygen XML Editor SDK License Agreement IMPORTANT:THIS SOFTWARE END USER LICENSE AGREEMENT ("EULA") IS A LEGAL AGREEMENT BETWEEN YOU (EITHER AN INDIVIDUAL OR, IF PURCHASED OR OTHERWISE ACQUIRED BY OR FOR AN ENTITY, A SINGLE LEGAL ENTITY) AND SYNCRO. READ IT CAREFULLY BEFORE COMPLETING THE INSTALLATION PROCESS AND USING THIS SOFTWARE. IT PROVIDES A LICENSE TO USE THIS SOFTWARE AND CONTAINS WARRANTY INFORMATION AND LIABILITY DISCLAIMERS. BY DOWNLOADING OR INSTALLING THE SOFTWARE YOU ARE INDICATING YOUR ASSENT TO THE TERMS OF THIS LICENSE. IF YOU DO NOT AGREE TO ALL OF THE FOLLOWING TERMS, DO NOT DOWNLOAD OR INSTALL THE SOFTWARE OR DISCONTINUE USE IMMEDIATELY AND DESTROY ALL COPIES IN YOUR POSSESSION. YOU ALSO ACCEPT AND ASSENT TO THE SYNCRO PRIVACY POLICY LOCATED AT http://www.oxygenxml.com/privacy_policy.html AND YOU AGREE TO RECEIVE NOTICES FROM SYNCRO ELECTRONICALLY. 1. DEFINITIONS a) "Syncro" means Syncro Soft S.R.L. b) "Oxygen" means the Oxygen XML suite (Editor, Author and Developer) software products for editing and authoring XML documents, that Syncro have developed as featured on http://www.oxygenxml.com website. Oxygen includes any new releases, upgrades, updates and on-line or electronic documentation. c) "Licensee" (or "You" or "you") means the individual who or entity that accepted and agreed to be bound by the terms and conditions of this Agreement. If you are entering into this Agreement on behalf of a company or other organization, you represent that you have the authority to bind your company or organization to this Agreement. d) An "Add-on" means a software program or a custom configuration framework that works within Oxygen (it cannot operate on its own). Oxygen supports Add-ons to enable third-party developers to create specific abilities which extend Oxygen features. Examples of such Add-ons are: plug-ins, new frameworks for XML document types, customization of an Oxygen framework for a default document type (DITA, DocBook, TEI, etc.) or extensions to access Oxygen XML Eclipse plug-in features from your own Eclipse plug-in. e) "Software" means the Oxygen XML Software Development Kit (SDK) which enables you to develop Add-ons or Applications. The Software is comprised of libraries, source code, APIs, sample code and online or electronic documentation. f) “Web Author Component” is a subset of Software composed of a server component operating as a service application and a client component deployed to a web browser, such as an HTML5 based application, where the client component is not installed on the client machine but is in use by the client machine while the browser is connected to the server component. g) "Author Component" is the subset of the Software that is directly integrated in Application in order to provide functionality for editing and authoring XML documents. h) "Application" is any custom software application that you have developed using Software that embeds a Web Author Component or integrates an Author Component. The Application developed by You must be an "end user application". An "end user application" is a specific application program that is licensed to a person or company for personal or business use and not with a view toward redistributing the application or any part of the application, and may be either an application that is used by licensee internally, or an application that is commercially distributed to end users for their use. i) “End-User” means a person or entity who acquires one or more Applications directly or indirectly from You under the terms of an end-user license agreement for such person or entity’s internal business purposes, and not for sale, resale, lease or any other form of distribution to third parties. j) "Web Author Server" is defined as a computer system, configured with the intention of multiple people accessing it for any kind of service that has the Application (that embeds a Web Author Component) loaded into the server’s RAM and is used to deploy Application features to end-users directly from a web or mobile browser. A group of independent computer systems, which outwards appear as a single web server and work jointly to balance the workload for server applications is considered a single Web Author Server, if all such systems are connected to the same License Deployment Manager. k) "License Deployment Manager" is a licensing control tool, supplied by Syncro as part of the Software that shall be installed on an End-User centralized system (usually the Web Author Server) during the Application deployment and designed to control the use of Application only. l) "Syncro Development Server" is a centralized license management server provided by Syncro, for development and testing of an Application in which Author Component or Web Author Component are embedded, in order to monitor and control use of Software on development phase and on prospects trials. 2. DEVELOPMENT LICENSE 2.1. Subject to all the terms and conditions set forth in this Agreement, Syncro hereby grants You a limited, non-exclusive, revocable, non-sublicensable and non-transferable license ("Development License") during the term of this Agreement to: 2.1.1. install a reasonable number of copies of the Software on computers owned or controlled by you, to be used internally by you for the sole purpose of integrating, testing and maintaining Software functionality into your Application. 2.1.2. may make one copy of the Software in machine-readable form for backup purposes only. The backup copy must include all copyright information contained on the original. 2.2. The Development License is subject to a registration to and approval by Syncro. If your registration is approved, except for developing Add-Ons, you will obtain an account and instructions how to configure the Software to connect to Syncro Development Server for an initial twelve (12) months activation ("Development Period"). The Development Period may be extended for successive terms subject to request to Syncro. The Syncro Development Server contains a feature that will automatically disable the connected Software at the end of Development Period. Syncro will have no liability to you if this feature disables the Software. 2.3. You may make available your Application (having the Software activated through the Syncro Development Server) to your prospects provided the evaluation version expires within 30 days and provided that your Application is covered by an evaluation license agreement that provides that the prospect may only use it for evaluation purposes. No deployment license fees will be payable for evaluation versions of the Application deployed in accordance with this paragraph. 2.4. Sample Code: Software may include certain sample code that is designed to be modified and included in Add-ons or Applications created using the Software (collectively, the “ Sample Code ”). The Sample Code will be expressly identified in the documentation included in the Software. Subject to the provisions of this Agreement and any additional specific license terms and conditions that apply to Sample Code, You may modify and include Sample Code in an Add-on or Application. 3. ADD-ONS DEPLOYMENT LICENSE 3.1. Subject to all the terms and conditions set forth in this Agreement, Syncro hereby grants You a non-exclusive, non-transferable, royalty free, worldwide license to deploy Add-ons to End-Users, under your own terms and conditions, but not under the terms of GNU GPL or similar viral license. 4. AUTHOR COMPONENT DEPLOYMENT LICENSE 4.1. Subject to all the terms and conditions set forth in this Agreement, including without limitation, the payment of the runtime licensing fees set forth in this section, Syncro hereby grants You a non-exclusive, non-transferable, worldwide license to reproduce exact copies of the Author Component and include such files in the Application, and to deploy the Application on your owned and controlled computers and networks for use by your employees, contractors and affiliates and/or to commercially distribute the Application, directly and through customary distribution channels, to end users for their use without further distribution. You must purchase a runtime license for each deployment of Application. For purposes hereof, an "Author Component Deployment" includes Name-User Deployments and Concurrent Deployments as hereinafter defined: a) Floating Oxygen Licenses. If the Application will be used by You internally (that is you are the End-User), You will have the option to buy or use already bought regular floating Oxygen Editor or Author software licenses that will enable (more than the normal usage conferred by the Oxygen license) the runtime usage of the Author Component as it was integrated into the Application. b) Author Component Named-User Deployment. An "Author Component Named-user Deployment" means installation of the Application by You and/or your customers for use by a single named user. The sharing of the Named-user Deployment License by more than one individual is expressly prohibited. c) Author Component Concurrent Deployment. An "Author Component Concurrent Deployment" means that the number of end users belonging to one of your customers accessing the Application at any one time may not exceed the number of concurrent deployment licenses obtained by You for that customer. For each of your customers You are required to purchase a separate Component Concurrent Deployment license. d) Author Component Subscription Deployment. If You licensed the Author Component on a subscription basis, the end-user right to access the Author Component integrated into your Application is limited to the subscription period that shall be indicated in your accepted order. 5. WEB AUTHOR COMPONENT DEPLOYMENT LICENSE 5.1. For each Web Author Component Deployment License that you purchase under this Agreement, Syncro grants you a non-exclusive, non-transferable limited license to install and execute a Web Author Component deployment, in object code format only, on one (1) Web Author Server for use with one (1) Application only, and in accordance with one of following deployment types: 5.1.1. Floating Web Author Licenses. If the Application will be used by You internally (that is you are the End-User), You will have the option to buy or use already bought regular floating Web Author software licenses that will enable (more than the normal usage conferred by the Web Author license) the runtime usage of the Web Author Component as it was integrated into the Application. 5.1.2. Floating Browsers - the total number of concurrent web or mobile browsers that you expect to connect to your Application does not exceed, at any one time, the number of concurrent browsers authorized by Syncro. 5.1.3. Floating Browsers Subscription - during the period of time the subscription is active, the total number of concurrent web or mobile browsers that you expect to connect to your Application does not exceed, at any one time, the number of concurrent browsers authorized by Syncro. 5.2. For each Web Author Component Deployment License, Syncro will provide You with a unique key-code (License Key) for use by You or your end-user who ultimately uses your Application in order to specify the type of deployment granted. If you have acquired a Web Author Component Deployment License for distribution to an end-user, you must deliver the corresponding License Key, to that end-user. 5.3. The License Deployment Manager that require one-time activation. During such activation, the unique License Key, Internet protocol address and information derived from the hardware configuration of the system running the License Deployment Manager will be send to Syncro. This information is used to validate that Application is being operated in accordance with this Agreement. BY USING APPLICATION, YOU AND YOUR END-USERS SHALL CONSENT TO THE TRANSMISSION OF THIS INFORMATION. Syncro will not collect any personally identifiable information from the end-user device during this process. 5.4. No Multiplexing. Multiplexing is the use of software to allow multiple browsers to access an Application concurrently while sharing a session or otherwise consuming only a single license seat. Multiplexing is not permitted under this Agreement. Your Application must always provide a separate persistent session for each browser, and you may only have as many sessions open at one time as the number of browsers authorized by Syncro under the Web Author Component Deployment License used. You may not combine transactions from multiple browsers onto a single session. 6. SUPPORT AND MAINTENANCE PACK 6.1. A Support and Maintenance Pack ("SMP") is a time-limited right for Software technical support, updates, and upgrades, which you may elect to purchase in addition to the corresponding Deployment of Application for you or your End-Users. Technical support only covers issues or questions resulting directly out of the operation of the Software. Syncro will not provide you or your End-User with generic consultation, assistance, or advice under any circumstances. 6.2. If you redeploy the Application with the new major version of the Software and if your End-User's corresponding SMP is still in force, he is entitled to this release of the Application, with no additional fee. If you do not purchase SMP for your End-User, he will not be entitled to this release of the Application unless the Software update or upgrade will be provided free of charge by Syncro, under certain circumstances, or you will buy an upgrade for that End-User. 6.3. If you licensed a subscription like deployment, SMP is included in the applicable subscription fee, and is valid for the entire subscription period. 6.4. For End-Users that purchase or already own multiple Deployment of Application licenses, a SMP must be purchased for each license. 7. LICENSE RESTRICTIONS 7.1. The license granted under this Agreement is expressly conditioned upon your compliance with all the terms and conditions of this Agreement. Restrictions regarding your use of the Software are as follows: a) You may not use, copy, rent, lease, sell, sub-license, assign or otherwise transfer the Software except as expressly provided for in this Agreement. b) You may not modify, port, adapt or translate the Software. You may not reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Software. c) You may not expose the API (application program interface) provided by Software to your end users and You may not use or call any classes or methods that are not documented as part of the API. d) You may not use the SDK to develop and market an Add-on or Application which consists of a development kit, a component, or a software product liable to directly compete with Oxygen. e) You may only distribute, use or sub-license the Application developed using the Software if You purchase a Deployment license. f) You agree that you will not use the Software to create, develop an Add-on or Application which i) contains any spyware, malware, virus, worm, Trojan horse, or other malicious or harmful code that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information or ii) when used in the manner in which it is intended, violates any material law, statute, ordinance or regulation (including without limitation the laws and regulations governing export control, unfair competition, anti-discrimination, or false advertising). g) You shall not make any statements that your Add-on or Application is "certified", or that its performance is guaranteed by Syncro. You shall not make any statements implying that You are a Syncro "development partner" or that You have a relationship with Syncro, except for any relationship as Syncro may expressly acknowledge in writing. 8. DEMONSTRATION COPY 8.1. Syncro may, without obligation, and solely at your request, promote your Add-ons or Application ("Customization") on Syncro website or in other marketing materials. You hereby grant to Syncro a non-exclusive, royalty-free license to use your trademarks associated with for Syncro use in connection with Syncro promotion, if any, of such Customization. At Syncro request, Syncro may become a reseller of the Customization on terms mutually agreeable to You and Syncro. 9. OWNERSHIP AND INTELLECTUAL PROPERTY RIGHTS 9.1. The items in the Software are the intellectual property of Syncro and its suppliers and are protected by United States copyright and patent law, international treaty provisions and applicable laws of the country in which it is being used. You agree to protect all copyright and other ownership interests of Syncro and/or its suppliers in the Software supplied under this Agreement. You agree that all copies of the items in the Software, reproduced for any reason by You, contain the same copyright notices, and other proprietary notices as appropriate, as appear on or in the master items delivered by Syncro in the Software. Syncro and/or its suppliers retain title and ownership of the items in the Software, and all subsequent copies. 9.2. Content. Syncro obtain no right, title or interest from You (or your End-Users) under this Agreement in or to any information (such as data files, written text) (collectively, “Content”) that You or your End-Users transmit or display on, or through, the Application, including any intellectual property rights that subsist in that Content (whether those rights happen to be registered or not, and wherever in the world those rights may exist). You are responsible for protecting and enforcing those rights and we have no obligation to do so on your behalf. 9.3. Except as stated herein, this Agreement does not grant You any rights to patents, copyrights, trade secrets, trademarks, or any other rights in respect to the items in the Software, and all rights not expressly granted are reserved by Syncro and its suppliers. 9.4. You may, from time to time, voluntarily elect to provide suggestions, comments and other feedback ("Feedback") to Syncro with respect to the Software. Syncro may, in connection with any of its products, services, specifications or technologies, freely use, copy, disclose, license, distribute and exploit any Feedback in any manner without any obligation or restriction based on intellectual property rights or otherwise. Syncro shall retain ownership of any Feedback. You shall not provide any Feedback subject to any terms that would impose any obligation on Syncro. 9.5. Nothing in this Agreement shall be deemed to preclude Syncro from entering into agreements with or otherwise engaging other developers who may develop a similar Application or Add-on. 10. PATENT AND COPYRIGHT INDEMNITY 10.1. Syncro will defend and indemnify You for all costs (including reasonable attorneys fees) arising from a claim that Software furnished and used within the scope of this Agreement infringes the copyright or other intellectual property rights protected by United States or European Union law of any third party, provided that: (i) You notify Syncro in writing within ten (10) business days of the claim, (ii) Syncro has sole control of the defense and all related settlement negotiations, and (iii) You provide Syncro with the assistance, information, and authority necessary to perform the above. 10.2. Syncro will have no liability for any claim of infringement based on (i) code contained within the Software which was not created by Syncro (ii) use of a superseded or altered release of the Software, except for such alteration(s) or modification(s) which have been made by Syncro or under Syncro' direction, if such infringement would have been avoided by the use of a current, unaltered release of the Software that Syncro provides to You, or (iii)the combination, operation, or use of any Software furnished under this Agreement with programs or data not furnished by Syncro if such infringement would have been avoided by the use of the Software without such programs or data. 10.3. In the event the Software is held or believed by Syncro to infringe, or Your use of the Software is enjoined, Syncro will have the option, at its expense, to (i) modify the Software to cause it to become non-infringing, (ii) obtain for You a license to continue using the Software, (iii) substitute the Software with other Software reasonably suitable to You, or (iv) if none of the foregoing remedies are commercially feasible, terminate the license for the infringing Software and refund any license fees paid for the Software, prorated over a three-year term from the effective date of the Agreement. This Section states Syncro' entire liability for infringement. 11. LIMITED WARRANTIES 11.1. Syncro warrants that it holds the proper rights allowing it to license the Software and is not currently aware of any actions that may affect its rights to do so. 11.2. THE SOFTWARE IS PROVIDED ON AN "AS IS" BASIS, EXCEPT AS EXPRESSLY SET FORTH ABOVE, SYNCRO MAKES NO WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OR MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITATION, YOU ASSUME SOLE RESPONSIBILITY FOR SELECTING THE SOFTWARE TO ACHIEVE YOUR INTENDED RESULTS AND FOR THE INSTALLATION, USE AND RESULTS OBTAINED FROM THE SOFTWARE. SYNCRO MAKES NO WARRANTY THAT THE SOFTWARE WILL BE ERROR FREE OR FREE FROM INTERRUPTIONS OR OTHER FAILURES. IN PARTICULAR, THE SOFTWARE IS NOT DESIGNED FOR USE IN HAZARDOUS ENVIRONMENTS REQUIRING FAIL-SAFE PERFORMANCE. SYNCRO EXPRESSLY DISCLAIMS ANY WARRANTY OF FITNESS FOR HIGH-RISK ACTIVITIES. 12. TECHNICAL SUPPORT 12.1. Syncro shall make available to You maintenance releases and updates to Software, as they become available as part of the maintenance and support service for Oxygen. Technical support services include telephone, web and/or email clarifications of the functions and features of the Software to assist You in developing your Add-ons or Applications. Any technical support that may be provided by Syncro shall be provided without warranties of any kind, unless separately agreed in writing between the parties. 12.2. Relationship with End-Users. You will be solely responsible for your Applications or Add-ons and any services provided to your End-Users. Syncro make no warranty, and have no obligation to provide support or other services to your End-Users. You will defend and indemnify Syncro and its suppliers from any claims or liabilities arising from or related to your Applications or Add-ons, including claims based on the performance or non-performance of the Software. You must enter into transactions with your End-Users on your own account and not on behalf of Syncro. 13. LIMITATION OF LIABILITY 13.1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SYNCRO OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS OR CONFIDENTIAL OR OTHER INFORMATION, FOR BUSINESS INTERRUPTION, FOR PERSONAL INJURY, FOR LOSS OF PRIVACY, FOR FAILURE TO MEET ANY DUTY INCLUDING OF GOOD FAITH OR OF REASONABLE CARE, FOR NEGLIGENCE, AND FOR ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OR INABILITY TO USE THE SOFTWARE, THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES, OR OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION OF THIS EULA, EVEN IN EVENT OF FAULT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF CONTRACT OR BREACH OF WARRANTY OF SYNCRO OR ANY SUPPLIER, AND EVEN IF SYNCRO OR ANY SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, SYNCRO ENTIRE LIABILITY UNDER ANY PROVISION OF THIS EULA SHALL BE LIMITED TO THE GREATER OF THE AMOUNT ACTUALLY PAID BY YOU FOR THE SOFTWARE OR U.S.$5.00. Because some states and jurisdictions do not allow the exclusion or limitation of liability, the above limitation may not apply to you. In such states and jurisdictions, Syncro's liability shall be limited to the greatest extent permitted by law and the limitations or exclusions of warranties and liability contained herein do not prejudice applicable statutory consumer rights of person acquiring goods otherwise than in the course of business. The disclaimer and limited liability above are fundamental to this Agreement between Syncro and you. 14. HIGH RISK ACTIVITIES 14.1. The Software is not fault-tolerant and is not designed, manufactured or intended for use or resale as on-line control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, direct life support machines, or weapons systems, in which the failure of the Software could lead directly to death, personal injury, or severe physical or environmental damage ("High Risk Activities"). Syncro and its suppliers specifically disclaim any express or implied warranty of fitness for High Risk Activities. 15. THIRD PARTY SOFTWARE 15.1. The Software includes certain runtime libraries and files intended for duplication and distribution by You within the Application to the end-user of Application ("Redistributables").These Redistributables may require additional terms and conditions. Such required Redistributables notices and/or additional terms and conditions are located at http://www.oxygenxml.com/thirdparty/index.html and are made a part of and incorporated by reference into this Agreement. By accepting this Agreement, You are also accepting the additional terms and conditions, if any, forth therein. 16. TERM AND TERMINATION 16.1. You may terminate this Agreement at any time by removing the Software from the computers on which you had install it. Upon any termination of this Agreement, you shall immediately discontinue use of the Software and destroy all copies of the Software. 16.2. Syncro may terminate the Agreement immediately, without judicial intervention, if You fail to comply with any term of this License Agreement. Upon such termination, You shall cease using the Software and cease using or distributing the Add-on or Application containing the Software. Termination will not affect properly granted end user licenses of the Add-on or Application distributed by You prior to termination. 17. EXPORT REGULATIONS 17.1. You acknowledge that the Software may be subject to export restrictions of various countries. You shall fully comply with all applicable export license restrictions and requirements as well as with all laws and regulations relating to the importation of the Software, in the United States and in any foreign jurisdiction in which the Software is used. Without limiting the foregoing, the Software may not be downloaded or otherwise exported or re-exported (i) into (or to a national or resident of) any country to which the U.S. has embargoed goods; or (ii) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Denial Orders. By downloading or using the Software, you are agreeing to the foregoing and you are representing and warranting that you are not located in, under the control of, or a national or resident of any such country or on any such list. 18. GENERAL 18.1. Syncro makes efforts to provide updates or new versions of the Software, but Syncro reserves the right at any time not to release updates or new versions of the Software or, if released, to alter prices, features, specifications, capabilities, functions, licensing terms, release dates, general availability or other characteristics of the Software. 18.2. If any provision hereof shall be held illegal, invalid or unenforceable, in whole or in part, such provision shall be modified to the minimum extent necessary to make it legal, valid and enforceable, and the legality, validity and enforceability of all other provisions of this Agreement shall not be affected. 18.3. This Agreement will be governed by and construed in accordance with the laws of England and Wales. In the event of any disputes arising out of the interpretation or performance of this Agreement, the parties shall endeavor to settle the matter out of court prior to any court action. If no agreement can be reached to settle a dispute concerning the interpretation or performance of this Agreement, the competent courts of England and Wales shall have exclusive jurisdiction. Service of process upon either party shall be valid if served by registered or certified mail, return receipt requested and to the most current address provided by such party. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. 18.4. You may not assign this Agreement in whole or in part, without Syncro prior written consent. Any attempt by You to assign this Agreement without such consent will be null and void. 18.5. This Agreement constitutes the entire agreement between Syncro and You related to the Software and supersedes any and all previous and contemporaneous understandings or agreements between the parties with respect to the same subject matter. No purchase order, other ordering document or any other document which purports to modify or supplement this Agreement shall add to or vary the terms and conditions of this Agreement unless executed by both Syncro and You. Syncro's acceptance of any purchase order placed by You is expressly made conditional on your assent to the terms set forth in this Agreement, and not those contained in your purchase order, and such purchase order terms shall have no effect on this Agreement. All questions concerning this Agreement shall be directed to support@oxygenxml.com
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