Binary+framework license (in full)
WINCENT SOFTWARE LICENSE AGREEMENT
IMPORTANT — READ BEFORE COPYING, INSTALLING OR USINGYOU ACKNOWLEDGE THAT YOU
HAVE READ THIS AGREEMENT AND UNDERSTAND IT, AND THAT BY DOWNLOADING, INSTALLING OR USING THE SOFTWARE ACCOMPANYING THIS AGREEMENT ("SOFTWARE") YOU AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. IF YOU ARE ACCESSING THE SOFTWARE ELECTRONICALLY, INDICATE YOUR ACCEPTANCE OF THESE TERMS BY SELECTING THE "AGREE" BUTTON. IF YOU DO NOT ACCEPT THE TERMS AND CONDITIONS OF THIS AGREEMENT AND ARE ACCESSING THE SOFTWARE ELECTRONICALLY, SELECT THE "DECLINE" BUTTON AT THE END OF THIS AGREEMENT. IF YOU RECEIVE THE SOFTWARE ON PHYSICAL MEDIA AND DO NOT ACCEPT THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MAY RETURN THE PHYSICAL MEDIA UNOPENED AND GET A REFUND. WINCENT IS UNWILLING TO LICENSE THE SOFTWARE TO YOU IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. AS USED HEREIN, "YOU" MEANS THE INDIVIDUAL DOWNLOADING THE SOFTWARE AND HIS/HER EMPLOYER AND "WINCENT" MEANS WINCENT SOFTWARE.
Subject to the terms and conditions of this Agreement, Wincent grants to You a non-exclusive, non-assignable, non-transferable, worldwide, fully-paid up copyright license to copy the Software in binary form only and distribute a maximum of one (1) copy of the Software, solely in executable form, solely with each unit of Your product for the sole purpose of deploying that product ("Your Product").
Wincent further grants to You a non-exclusive, non-assignable, non-transferable, worldwide, fully-paid up copyright license to make use of the Framework included with the Software to extend the Software by adding your own source code and recompiling. You agree to assume full responsibility for the performance of the Software modified in this way, and shall indemnify, hold harmless, and defend Wincent (including all of its officers, employees, directors, subsidiaries, representatives, affiliates and agents) and Wincent's suppliers from and against any claims or lawsuits, including attorney's fees and expenses, that arise or result from distribution of the Software pursuant to this Agreement. You retain title to and copyright for any modifications You may make to the software as permitted under this license, but Wincent retains title to and copyright for the Software itself as specified in Ownership and Copyrights. Explicitly excluded from this grant is any right to use the Framework in other products. Your right to distribute the Software in binary form as specified in this agreement does not extend to distribution of the Framework, your modifications or any other material provided with the Software.
DISTRIBUTION TERMS AND RESTRICTIONS
Distribution of the Software is subject to the following conditions: (i) You are solely responsible to Your direct or indirect customers, distributors, sub-distributors and end users for any warranty, update or support obligations or other liability which may arise from distribution of the Software hereunder, (ii) You shall not make any statement that Your Product is "certified", or that its performance is guaranteed, by Wincent, (iii) You shall not use Wincent's name or trademarks to market Your Product without written permission, (iv) You shall indemnify, hold harmless, and defend Wincent (including all of its officers, employees, directors, subsidiaries, representatives, affiliates and agents) and Wincent's suppliers from and against any claims or lawsuits, including attorney's fees and expenses, that arise or result from distribution of the Software pursuant to this Agreement.
DISTRIBUTION TO END USERS
Distribution to end users of the Software with Your Product by You or Your distributors and any sub-distributors, in addition to the other conditions set forth herein, is subject to the condition that each end user enters into a written agreement (i) that prohibits copying and distribution of the Software, and prohibits the use of the Software except with Your Product and (ii) that includes terms that are at least as protective of Wincent as the terms and conditions specified in this Agreement regarding: Reverse Engineering; Ownership and Copyrights; Disclaimer of Warranties; Limitation of Liability; Termination; and Third Party Software.
DISTRIBUTION BY YOUR DISTRIBUTORS
You may authorize Your distributors and any subsequent sub-distributors to distribute the Software only with Your Product provided that any such distribution is in accordance with a written agreement entered into by any such distributor or sub-distributor that (a) includes terms and conditions at least as protective of Wincent as the terms and conditions specified in Reverse Engineering; Ownership and Copyrights; Disclaimer of Warranties; Limitation of Liability; Termination; and Third Party Software, and (b) complies with the terms specified in the section "Distribution to End Users" above.
You shall not, nor shall You permit any third party to, decompile, disassemble or reverse engineer the Software without the express written authorization of Wincent.
OWNERSHIP AND COPYRIGHTS
Title to all copies of the Software remains with Wincent and/or its suppliers. The Software is copyrighted and protected by the laws of the United States and other countries, and international treaty provisions. You may not remove any copyright notices from the Software. This Agreement does not include any license to any updates or upgrades (including without limitation bug fixes, new releases, or added functionality) which Wincent may make to the Software. Wincent is not obligated to support, update or upgrade the Software. Except as otherwise expressly provided herein, Wincent grants no express or implied right or license under Wincent's patents, copyrights, trademarks, trade secrets or other intellectual property rights.
THIRD PARTY SOFTWARE
Wincent expressly disclaims liability of any kind with respect to installation, use or distribution by You of third party software.
DISCLAIMER OF WARRANTIES
THE SOFTWARE IS PROVIDED "AS IS" WITHOUT ANY EXPRESS, IMPLIED OR STATUTORY WARRANTY OF ANY KIND. WINCENT AND ITS SUPPLIERS DISCLAIM ALL WARRANTIES, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. THE ENTIRE RISK OF THE QUALITY AND PERFORMANCE OF THE SOFTWARE IS WITH YOU. IF YOU RECEIVE ANY WARRANTIES REGARDING THIS SOFTWARE, THOSE WARRANTIES DO NOT ORIGINATE FROM, AND ARE NOT BINDING ON WINCENT. WINCENT DOES NOT WARRANT OR ASSUME RESPONSIBILITY FOR THE ACCURACY OR COMPLETENESS OF ANY INFORMATION, TEXT, GRAPHICS, LINKS OR OTHER ITEMS CONTAINED WITHIN THE SOFTWARE.
LIMITATION OF LIABILITY
IN NO EVENT SHALL WINCENT OR ITS OFFICERS, EMPLOYEES, DIRECTORS, SUBSIDIARIES, REPRESENTATIVES, AFFILIATES AND AGENTS HAVE ANY LIABILITY TO YOU OR ANY OTHER THIRD PARTY, FOR ANY LOST PROFITS, LOST DATA, LOSS OF USE OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE LICENSE AGREEMENT, UNDER ANY CAUSE OR ACTION OR THEORY OF LIABILITY, AND IRRESPECTIVE OF WHETHER WINCENT OR ITS OFFICERS, EMPLOYEES, DIRECTORS, SUBSIDIARIES, REPRESENTATIVES, AFFILIATES AND AGENTS HAVE ADVANCE NOTICE OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. IN ANY CASE, WINCENT'S AND ITS OFFICIERS', EMPLOYEES', DIRECTORS', SUBSIDIARIES', REPRESENTATIVES', AFFILIATES' AND AGENTS' ENTIRE LIABILITY UNDER ANY PROVISION OF THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS OF THE FEES THAT YOU PAID FOR THE SOFTWARE (IF ANY).
THE SOFTWARE IS NOT FAULT-TOLERANT AND IS NOT DESIGNED, INTENDED, OR AUTHORIZED FOR USE IN ANY MEDICAL, LIFE SAVING OR LIVE SUSTAINING SYSTEMS, OR FOR ANY OTHER APPLICATION IN WHICH THE FAILURE OF THE SOFTWARE COULD CREATE A SITUATION WHERE PERSONAL INJURY OR DEATH MAY OCCUR. Should You or Your direct or indirect customers use the Software for any such unintended or unauthorized use, You shall indemnify and hold Wincent and its officers, employees, directors, subsidiaries, representatives, affiliates and agents harmless against all claims, costs, damages, and expenses, and attorney fees and expenses arising out of, directly or indirectly, any claim of product liability, personal injury or death associated with such unintended and unauthorized use, even if such claim alleges that Wincent was negligent regarding the design or manufacture of the part.
The license shall automatically terminate if You violate its terms. Wincent may terminate this license with or without cause at any time upon written notice if the Software is discontinued by Wincent. Upon termination, You will immediately destroy the Software or return all copies of the Software to Wincent. All provisions of this Agreement related to disclaimers of warranties, limitation of liability, remedies, damages, or Wincent's proprietary rights shall survive termination.
All rights and remedies, whether conferred hereunder or by any other instrument or law, will be cumulative and may be exercised singularly or concurrently. Failure by either Wincent or You to enforce any term will not be deemed a waiver of future enforcement of that or any other term. The terms and conditions stated herein are declared to be severable. Should any term(s) or condition(s) of this Agreement be held to be invalid or unenforceable the validity, construction and enforceability of the remaining terms and conditions of this Agreement shall not be affected. You may not assign any rights, duties or obligations hereunder without the prior written approval of Wincent and any attempt to assign any rights, duties or obligations hereunder without Wincent's written consent will be void. It is expressly agreed that Wincent and You are acting as independent contractors. These terms and conditions constitute the entire agreement between Wincent and You with respect to the subject matter hereof. These terms and conditions wil prevail notwithstanding any different, conflicting or additional terms and conditions that may appear on any other agreement between Wincent and You. Deviations from these terms and conditions are not valid unless agreed to in writing by an authorized representative of Wincent.