Oxygen XML Diff SDK License Agreement

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OXYGEN XML DIFF SDK LICENSE AGREEMENT <oXygen/> XML Diff SDK License Agreement IMPORTANT: THIS SOFTWARE DEVELOPMENT KIT ("SDK") LICENSE AGREEMENT ("EULA") IS A LEGAL AGREEMENT BETWEEN YOU (EITHER AN INDIVIDUAL OR, IF PURCHASED OR OTHERWISE ACQUIRES BY OR FOR AN ENTITY, AN ENTITY) AND SYNCRO, THE SUBJECT MATTER OF WHICH IS OXYGEN XML DIFF SOFTWARE DEVELOPMENT KIT. 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. 1. DEFINITION a) "Syncro" means Syncro Soft SRL. b) "SDK" means the Oxygen XML Diff Software Development Kit (software application for processing document differences) and corresponding documentation, printed materials, online or electronic documentation. 2. LICENSE GRANTS 2.1 Development License. 2.1.1 Development Period. You may download and use the SDK for free for six (6) months after installation ("Development Period"). During the Development Period, Syncro hereby grants You a limited, non-exclusive, revocable, non-sublicensable and non-transferable license to: (a) Install a reasonable number of copies of the SDK on computers owned or controlled by You, to be used internally by You or Your Authorized Users for the sole purpose of internal evaluation, testing and "Development activity" in strict compliance with the terms stated below. For the purpose of this Agreement, "Development activity" means the activity to integrate the SDK with any software application that you have developed ("Application"). A license for deploying such Application to end-users is granted according to section 2.2 ("Deployment License ") (b) You may make one copy of the SDK in machine- readable form for backup purposes only. The backup copy must include all copyright information contained on the original. You must not transfer, sell, lease or lend such backup copy or use it for other purposes. 2.1.2 The Development copy of the SDK contains a feature that will automatically disable the SDK at the end of Developement Period. Syncro will have no liability to you if this feature disables the SDK. The Development Period may be extended for successive terms of six months subject to written request to support@oxygenxml.com. 2.1.3 Development License is especially permitted for development purpose. The end user may not use the Development License for normal business activity. 2.2 Deployment License. 2.2.1 During Development Period, You have the option of paying a Depoyment License fee in order to deploy your Application to your end users. The Deployment License grants you a non-exclusive, non-transferable, perpetual license, to use and distribute SDK within an Application. The Deployment license is available as: a) Desktop Deployment License "Desktop Application" is an Application built using the SDK which is intended to be deployed on an end-user personal computer ("Desktop") that is used primarily by a single person. Desktop is not a server (where multiple users access it through the network). Any system or a part of a system which is deployed on both a Desktops and Servers it is not a Desktop Application. To deploy an Desktop Application which utilizes the SDK a purchase of a Desktop Deployment License is required. The Desktop Deployment License is per Application. b) Server Deployment License. A "Server" is defined as a non-user computer accessed by multiple users through a network, running an Application which uses the SDK remotely. To deploy an Application which utilizes the SDK on a Server, a purchase of a Server Deployment License for each server is required. 2.2.2.Upon your payment of the Deployment fee, Syncro provides you with a permanent registration number ("License key"). 2.3 Certain rights are not granted under this Agreement, but may be available under a separate agreement. If you would like to enter into a distribution agreement contact Syncro (support@oxygenxml.com) 3. LICENSE RESTRICTIONS 3.1 You may not modify, port, adapt or translate the SDK Component. You may not reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the SDK. 3.2 You may not sublicense, assign or transfer the Deployment License rights in the SDK 3.3 You may not expose the API (application program interface) provided by SDK to your end users. That is your end user will use SDK APIs directly to create an Application through the purchase of your Application which includes SDK. 3.4 You may not use the SDK to develop and market an Application which consists of a development kit, a component, a set of software components or an an Application liable to directly compete with the SDK. 3.5 You must ensure that the Deployment license key cannot be read or seen in any way when used in Application binary code. 3.6 You may not remove or obscure any copyright and trademark notices relating to the SDK. 4. OWNERSHIP AND INTELLECTUAL PROPERTY RIGHTS 4.1 This Agreement gives you limited rights to use the SDK. Syncro retain any and all rights, title and interest in and to the SDK and all copies thereof, including copyrights, patents, trade secret rights, trademarks and other intellectual property rights. All rights not specifically granted in this Agreement, including International Copyrights, are reserved by Syncro. The structure, organization and code of the SDK are valuable trade secrets and confidential information of Syncro. 5. PATENT AND COPYRIGHT INDEMNITY 5.1 Syncro will defend and indemnify You for all costs (including reasonable attorneys fees) arising from a claim that SDK furnished and used within the scope of this Agreement infringes the copyright or other intellectual property rights of any third party, provided that: (i) You notify Syncro in writing within 30 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. 5.2 Syncro will have no liability for any claim of infringement based on (i) code contained within the SDK which was not created by Syncro (ii) use of a superseded or altered release of the SDK, 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 SDK that Syncro provides to You, or (iii)the combination, operation, or use of any SDK furnished under this Agreement with programs or data not furnished by Syncro if such infringement would have been avoided by the use of the SDK without such programs or data. 5.3 In the event the SDK is held or believed by Syncro to infringe, or Your use of the SDK is enjoined, Syncro will have the option, at its expense, to (i) modify the SDK to cause it to become non-infringing, (ii) obtain for You a license to continue using the SDK, (iii) substitute the SDK with other SDK reasonably suitable to You, or (iv) if none of the foregoing remedies are commercially feasible, terminate the license for the infringing SDK and refund any license fees paid for the SDK, prorated over a three-year term from the effective date of the Agreement. This Section states Syncro' entire liability for infringement. 6. LIMITED WARRANTIES 6.1 Syncro warrants that is holds the proper rights allowing it to license the SDK and is not currently aware of any actions that may affect its rights to do so. 6.2 THE SDK IS PROVIDED ON AN "AS IS" BASIS, EXCEPT AS PROVIDED IN SECTION 5.1, 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 SDK TO ACHIEVE YOUR INTENDED RESULTS AND FOR THE INSTALLATION, USE AND RESULTS OBTAINED FROM THE SDK. SYNCRO MAKES NO WARRANTY THAT THE SDK WILL BE ERROR FREE OR FREE FROM INTERRUPTIONS OR OTHER FAILURES. IN PARTICULAR, THE SDK IS NOT DESIGNED FOR USE IN HAZARDOUS ENVIRONMENTS REQUIRING FAIL-SAFE PERFORMANCE. SYNCRO EXPRESSLY DISCLAIMS ANY WARRANTY OF FITNESS FOR HIGH-RISK ACTIVITIES. 7. NO REFUND 7.1 Because the SDK is provided free of charge during the Development Period to allow potential customers to evaluate and test it before paying the license fee, Syncro enforces a strict no-refund policy. Please evaluate and test the SDK carefully during the Development Period. Once you pay the license fee, your payment is final and may not be reimbursed. 8. SUPPORT & MAINTENANCE PACK 8.1 A Support & Maintenance Pack is a time-limited right to technical support and SDK updates and upgrades. Technical support only covers issues or questions resulting directly out of the operation of the SDK and Syncro will not provide you with generic consultation, assistance, or advice under any circumstances. 8.2 At any time prior to the expiration of your Support & Maintenance Pack and 14 days after, you may purchase additional Support & Maintenance Packs. Additional Support & Maintenance Pack will extend the availability of your current Support & Maintenance Pack. If you do not purchase any additional Support & Maintenance Pack, you will lose the right to technical support and SDK updates and upgrades as of the date your current Maintenance Pack expires. However, you will not lose the right to use the SDK or the technical support,updates and upgrades provided free by Syncro. 8.3 For customers that purchase or already own multiple licenses, a Support & Maintenance Pack must be purchased for each license. 8.4 Technical support is provided via electronic mail at the following address: support@oxygenxml.com, and by phone at +40-251-461480 during business hours 9AM to 6PM, GMT time. Syncro will use its best efforts to provide you with technical support within forty-eight (48) business hours of your request. Please check our website to find our latest contact information. 8.5 The latest information is provided on the web site at http://www.oxygenxml.com/diff. Please refer to our web site for additional information regarding Support & Maintenance Pack (prices, online purchase, etc.) 9. LIMITATION OF LIABILITY 9.1 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 SDK, 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 SDK OR U.S.$5.00. 10 HIGH RISK ACTIVITIES 10.1 The SDK 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 SDK 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. 11. THIRD PARTY SOFTWARE 11.1 The SDK may contain third party software that requires and/or additional terms and conditions. Such required third party software notices and/or additional terms and conditions are located at http://www.oxygenxml.com/thirdparty/index.html [LINK DIFF] 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. 12. DURATION 12.1 This Agreement will terminate at the end of Development Period unless You purchase an ongoing Deployment license by paying the corresponding license fee. In the event that You purchase an ongoing Deployment license prior to the end of the Development Period, this Agreement shall remain in effect until terminated by either party. You may terminate the Agreement at any time by destroying all copies of the SDK. Syncro may terminate the Agreement upon breach of your obligations under the present Agreement. 13. GENERAL 13.1 Syncro reserves the right at any time to cease the support of the Software and to alter prices, features, specifications, capabilities, functions, licensing terms, release dates, general availability or other characteristics of the Software. 13.2 This Agreement constitutes the entire agreement between the parties hereto with respect to its subject matter 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. 13.3 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. 13.4 This Agreement is to be governed by and construed in accordance with the laws and jurisdiction of the defending party. Each party for itself and its property, hereby submits to the jurisdiction and venue of the defending party in relation to any claim or dispute that may arise with respect to this Agreement and any judgment that may be rendered in connection with any such claim or dispute. 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. 13.5 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. 13.6 This Agreement contains the entire agreement between Syncro and You related to the software and supersedes all prior agreements and understandings, whether oral or written. All questions concerning this Agreement shall be directed to support@oxygenxml.com