ISV SOFTWARE LICENSE AGREEMENT
IMPORTANT -- READ CAREFULLY: By opening the sealed Software package, or
downloading, or installing or using the Software you agree to the terms and
conditions of this License. This is a legal agreement between you, the
Independent Software Vendor ("Licensee"), either an individual or an entity,
and Servertec ("Servertec") for the software product identified below. If you
do not agree to the terms of this Agreement, do not open the sealed Software
package, do not install, copy or use the Software, return the unopened
Software package(s) and all other materials with proof of payment to your
place of purchase within thirty (30) days for a full refund.
iScript 1.0.0 01/24/99 Preview Release
This license ("License") contains rights and restrictions associated with use
of the accompanying software (including, but not limited to, one or more of
the following: source code, object code, dynamic link libraries, static
libraries, classes, byte code, header files, utility programs, Makefiles,
images and scripts together with the accompanying documentation and examples)
("Software").
The Software is protected by copyright laws and international copyright
treaties, as well as other intellectual property laws and treaties. The
Software is licensed, not sold.
1. Limited License Grant. Servertec grants to you ("Licensee") a
non-exclusive, non-transferable limited license:
(a) To use the Software on a single computer; use the Software on a network,
provided that each person accessing the Software through the network must
have a copy licensed to that person; use the Software on a second computer so
long as only one copy is used at a time; or copy the Software for archival
purposes, provided any copy must contain all of the original Software's
proprietary notices. Each Software Programmer must have his or her own
license to use the Software. Additional copies of Software must be purchased
directly from Servertec.
(b) To Build Applets. Provided that the Applets you build are used only as an
internal component in end-user oriented user-interfaces, you may copy them to
additional computers (e.g. Web Servers), from which you may allow end-users
to download, royalty-free, the Applets in the course of browsing or
interacting with Web pages you create. You are not permitted to distribute
the Applets in any fashion which would promote, encourage or allow reuse or
redistribution of the Applet, other than as permitted above;
(d) To Build Servlets and Stand-Alone Java Applications. You have a
royalty-free right to reproduce and distribute the Java Class(es) as an
integral part of your application(s), subject to the restrictions below; and
(e) THAT THE ONLY FILES THAT MAY BE DISTRIBUTED WITH YOUR APPLET(S) AND/OR
APPLICATION(S) ARE: CLASS_NAMES.
Except for the foregoing, Licensee may not re-distribute the Software in
whole or in part, either separately or included with a product.
2. Limited Distribution Rights. Your royalty-free distribution rights
described in Section 1 above are granted provided that:
(a) you distribute the Applet(s) you build only in conjunction with and as an
integral part of your Web pages, and distribute the Java Class(es) only as an
integral part of your end-user, stand-alone application;
(b) your Web pages or software product(s) are targeted at end-users, and are
not a development tool;
(c) the product(s) that you produce and/or distribute are not a software
development product(s), a product that is sold primarily to software
developers or system integrators or a development environment of any kind;
(d) the product(s) that you produce and/or distribute are not primarily or
solely a generator (source, object, executable, document, Web page, media),
preprocessor, make processor, programming language, scripting language,
Application Server, Web Server, Internet Server of any kind, or any other
developer tool;
(f) you do not use Servertec's name, logo or trademark to market your Web
pages or application;
(g) you must not remove or alter any proprietary notices, copyright, labels,
trademarks on the software or documentation;
(h) you include a valid copyright notice on your Web pages and software
products; and
(i) you agree to indemnify, hold harmless, and defend Servertec and its
suppliers from and against any claims or lawsuits, including attorney's fees
that arise or result from the use or distribution of your Web pages and/or
applications.
3. Use Definition. 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, CD-ROM, or other storage device) of that computer, except that a
copy installed on a network server for the sole purpose of distribution to
other computers is not "in use".
4. Source Code. If you have purchased the "Source Code" version of this
product, you must use reasonable efforts to maintain the confidentiality of
the source code, including ensuring that it is installed and used only on the
single machine for which it is licensed, and that it is not otherwise used or
copied. The source codes of the Software are valuable assets of Servertec.
You agree to keep all source codes of the Software in confidence. You may not
transfer or assign the Software or your rights under this agreement.
5. Restrictions. The Software is confidential copyrighted information of
Servertec and title, ownership rights, and intellectual property rights in
the Software and to all copies is retained by Servertec. The Software is
protected by copyright laws and treaties. Title and related rights in the
content accessed through the Software is the property of the applicable
content owner and may be protected by applicable law. This License gives you
no rights to such content. You may not: permit other individuals to use the
Software except under the terms listed above; permit concurrent use of the
Software; modify, translate, reverse engineer, decompile, decrypt, extract,
disassemble, or create derivative works based on the Software; copy the
Software other than as specified in Sections 1 and 2 of this License; sell,
rent, lease, grant a security interest in, or otherwise transfer rights to
the Software; or alter or remove any proprietary notices or labels on the
Software. Software may not be leased, assigned, or sublicensed, in whole or
in part, except as specifically authorized in Sections 1 and 2. Licensee
warrants that it will not use or redistribute the Software for such purposes.
Therefore you must treat the Software like any other copyrighted material and
not reproduce it except that you may either: (a) make one copy of the
Software solely for backup or archival purposes, or (b) transfer the Software
to a single hard disk provided you keep the original solely for backup or
archival purposes. You may not copy any printed materials accompanying the
Software.
6. High Risk Activities. The Software is not fault-tolerant and is not
designed, manufactured or intended for use in on-line control equipment in
hazardous environments requiring fail-safe performance, such as in the
design, construction, operation or maintenance of any aircraft, air traffic,
aircraft navigation, aircraft communications, nuclear facilities, direct or
indirect life support machines, or weapons systems. Servertec and its
suppliers specifically disclaim any express or implied warranty of fitness
for High Risk Activities. Licensee warrants that it will not use or
redistribute the Software for such purposes.
7. Trademarks and Logos. This License does not authorize Licensee to use any
Servertec name, trademark, or logo. Licensee acknowledges that Servertec owns
the iScript trademark and all iScript-related trademarks,
logos and icons and agrees to: (i) to comply with the attached
iScript Trademark Guidelines; (ii) not do anything harmful to or
inconsistent with Servertec's rights in the iScript Marks; and
(iii) assist Servertec in protecting those rights, including assigning to
Servertec any rights acquired by Licensee in any iScript Mark.
8. Taxes. All charges and fees paid are exclusive of and do not include any
taxes, duties, or similar charges imposed by any government. Licensee agrees
to pay or reimburse Servertec for all federal, state, dominion, provincial,
or local sales, use, personal property, excise or other taxes, fees, or
duties arising out of this Agreement or the transactions contemplated by the
Agreement (other than taxes on the net income of Servertec).
Licensee agrees that the amounts to be remitted to Servertec are to be the
actual amounts due without withholding taxes or other assessments by
authorities anywhere in the foreign location. If any withholding tax is
imposed under the laws of a country or other taxing jurisdiction outside of
the United States on any amounts paid to Servertec, such amounts will be
increased by the amount of the withholding tax. Licensee shall be solely
responsible for and shall pay any and all amounts required in the foreign
location to be withheld, charged, deducted, or assessed against such payment
amounts, and will promptly furnish Servertec with certificates evidencing
payment of such amounts.
9. Annual Software Maintenance and Support. Licensee may purchase an annual
(12 month) Maintenance and Support Subscription from Servertec during the
term of this Agreement. Maintenance and Support means that Servertec will
provide:
(a) updates (modifications, additions, error corrections or substitutions
made to the Software and NOT new releases that substantially increase
functionality), if any, and appropriate documentation to products purchased
by Licensee;
(b) technical assistance with respect to the Software. Technical assistance
includes: clarification of Software functions and features; clarification of
documentation pertaining to the Software; technical support and guidance in
the operation of the Software; and
(c) Software error analysis and correction. Servertec will use commercially
reasonable efforts to provide error corrections or work-arounds for the most
severe errors as soon as possible and based upon Servertec's classification
of the severity of the error.
Maintenance and Support is available on the Web at:
http://www.servertec.com/support
and provided through e-mail at:
support@servertec.com.
The cost of the Annual Maintenance and Support Subscription ("Fee") for each
twelve (12) month period of Maintenance and Support is set forth in the
Servertec's price list in effect as of the date of invoice. The Fee is due
and payable within thirty (30) days after the date of Servertec's invoice.
The Fee is due every 12 months. Servertec may modify the Fee on an annual
basis. Servertec has the right to withhold services under this Agreement in
the event, any payment due from Licensee is delinquent.
Maintenance and Support will be provided only with respect to versions of the
Software that, in accordance with Servertec's policy, are then being
supported by Servertec.
Expanded support or technical assistance is available per request at an
additional charge in accordance with the Servertec's then-current policy.
Services performed for Licensee outside the scope of this Agreement shall be
charged to Licensee at Servertec's then current hourly rates.
10. Cooperation and Operation. Licensee shall cooperate to the fullest extent
necessary to enable Servertec or authorized Service Provider to replicate any
problems, determine that the problem resides with the Software, and certify
that the problem has been corrected. Licensee is responsible for selecting an
operator who is qualified to operate the Software on Licensee's own equipment
and is familiar with the information, calculations, and reports that serve as
input and output of the Software. Servertec or authorized Service Provider
reserves the right to refuse assistance or to charge additional fees if an
operator seeks assistance with respect to such background information or any
other matters not directly relating to the operation of the Software.
Licensee is also responsible for ensuring a proper environment and proper
utilities for the computer system on which the Software will operate.
11. Limited Warranty. Servertec warrants that (a) the Software will perform
substantially in accordance with the accompanying written materials for a
period of ninety (90) days from the date of receipt, and (b) any Support
Services provided by Servertec shall be substantially as described in
applicable written materials provided to you by Servertec, and Servertec
support engineers will make commercially reasonable efforts to solve any
problem issues. Some states and jurisdictions do not allow limitations on
duration of an implied warranty, so the above limitation may not apply to
you. To the extent allowed by applicable law, implied warranties on the
Software, if any, are limited to ninety (90) days.
EXCEPT AS PROVIDED ABOVE, THIS SOFTWARE AND ANY RELATED SERVICES OR
DOCUMENTATION IS PROVIDED ON AN "AS IS" BASIS, WITHOUT A WARRANTY OF ANY
KIND. ALL EXPRESS OR IMPLIED REPRESENTATIONS AND WARRANTIES, INCLUDING
WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE OR NON-INFRINGEMENT, ARE HEREBY EXCLUDED. THE ENTIRE RISK
AS TO THE QUALITY AND PERFORMANCE OF THE SOFTWARE IS BORNE BY YOU. SHOULD THE
SOFTWARE PROVE DEFECTIVE, YOU AND NOT SERVERTEC ASSUME THE ENTIRE COST OF ANY
SERVICE AND REPAIR. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART
OF THE AGREEMENT. SOME JURISDICTIONS MAY NOT APPLY TO YOU AND YOU MAY HAVE
OTHER LEGAL RIGHTS THAT ARE BY JURISDICTION.
12. Customer Remedies. Servetec's and its suppliers' entire liability and
your exclusive remedy shall be, at Servetec's option, either (a) return of
the price paid or the Annual Subscription Fee paid, if any, or (b) repair or
replacement of the Software that does not meet Servetec's Limited Warranty
and that is returned to Servetec with a copy of your receipt. This Limited
Warranty is void if failure of the Software has resulted from accident,
abuse, or misapplication. Any replacement Software will be warranted for the
remainder of the original warranty period or thirty (30) days, whichever is
longer.
13. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE
LAW, IN NO EVENT SHALL SERVERTEC OR ITS SUPPLIERS BE LIABLE FOR ANY DAMAGES
WHATSOEVER SUFFERED BY LICENSEE OR ANY THIRD PARTY AS A RESULT OF USING OR
DISTRIBUTING SOFTWARE. IN NO EVENT AND UNDER NO CIRCUMSTANCES WILL SERVERTEC
OR ITS SUPPLIERS BE LIABLE FOR ANY LOST REVENUE, PROFIT OR DATA, OR FOR
DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES OR
LOSS OF GOODWILL, WORK STOPPAGE OR INTERRUPTION, COMPUTER FAILURE OR
MALFUNCTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, HOWEVER CAUSED AND
REGARDLESS OF THE THEORY OF LIABILITY, TORT, CONTRACT, OR OTHERWISE, ARISING
OUT OF THE USE OF, MISUSE OF OR INABILITY TO USE SOFTWARE, EVEN IF SERVERTEC
HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN SOME JURISDICTIONS
THIS MAY NOT APPLY TO YOU AND YOU MAY HAVE OTHER LEGAL RIGHTS THAT ARE BY
JURISDICTION.
In no event will Servertec's liability to Licensee, whether in contract, tort
(including negligence), or otherwise exceed the total price paid for the
software or the Annual Subscription Fee paid to Servertec by Licensee for the
twelve (12) months preceding the event giving rise to the claim. No action,
whether in contract or tort including but not limited to negligence, arising
out of or in connection with this Agreement may be brought by either party
more than eighteen (18) months after the cause of action has accrued.
14. Termination. Licensee may terminate this License at any time by
destroying all copies of Software. This License will terminate immediately
without notice from Servertec if Licensee fails to comply with any provision
of this License. Upon such termination, Licensee must destroy all copies of
Software. Servertec may refund the prorated portion for the unexpired portion
of any Subscription Fee.
15. Export Regulations. Software, including technical data, is subject to
U.S. export control laws, including the U.S. Export Administration Act and
its associated regulations, and may be subject to export or import
regulations in other countries. Licensee agrees to comply strictly with all
such regulations and acknowledges that it has the responsibility to obtain
licenses to export, re-export, or import Software. Software may not be
downloaded, or otherwise exported or re-exported (i) into, or to a national
or resident of, Cuba, Iraq, Iran, North Korea, Libya, Sudan, Syria or 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 Nations or the U.S.
Commerce Department's Table of Denial Orders.
16. Restricted Rights. Use, duplication or disclosure by the United States
government is subject to the restrictions as set forth in the Rights in
Technical Data and Computer Software Clauses in DFARS 252.227-7013(c) (1)
(ii) and FAR 52.227-19(c) (2) as applicable.
17. Governing Law. Any action related to this License will be governed by New
Jersey law and controlling U.S. federal law. No choice of law rules of any
jurisdiction will apply.
18. Severability. IF ANY OF THE ABOVE PROVISIONS ARE HELD TO BE IN VIOLATION
OF APPLICABLE LAY, VOID, OR UNENFORCEABLE IN ANY JURISDICTION, THEN SUCH
PROVISIONS ARE HEREWITH WAIVED OR AMENDED TO THE EXTENT NECESSARY FOR THE
LICENSE TO BE OTHERWISE ENFORCEABLE IN SUCH JURISDICTION. HOWEVER, IF IN
SERVERTEC'S OPINION DELETION OR AMENDMENT OF ANY PROVISIONS OF THE LICENSE BY
OPERATION OF THIS PARAGRAPH UNREASONABLY COMPROMISES THE RIGHTS OR INCREASE
THE LIABILITIES OF SERVERTEC, SERVERTEC AUTOMATICALLY TERMINATES THE LICENSE
WITHOUT ANY REMEDY TO THE LICENSEE. UPON SUCH TERMINATION, LICENSEE MUST
DESTROY ALL COPIES OF THE SOFTWARE.
19. Should you have any questions concerning this Agreement, or if you desire
to contact Servertec for any reason, please write: Servertec, 18 Oakwood
Avenue, Kearny, NJ, 07032 or e-mail:
info@servertec.com.
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