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LICENSE AGREEMENT
PLEASE READ THIS AGREEMENT BEFORE OPENING THIS SOFTWARE PACKAGE. IF YOU OPEN
THIS PACKAGE OR KEEP IT FOR MORE THAN THIRTY (30) DAYS, YOU ACCEPT ALL THE TERMS
AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS AND
CONDITIONS, DO NOT OPEN THIS SOFTWARE PACKAGE. YOU MAY ONLY UNLOCK AND/OR USE
THE SOFTWARE FOR WHICH YOU HAVE A PAID-UP LICENSE OR FOR WHICH YOU HAVE LEGALLY
RECEIVED AN ACTIVATION CODE.
(1) DEFINITION OF TERMS
"Documentation": any explanatory written or on-line material including, but not limited to, user
guides, reference manuals and HTML files.
"Licensee": shall refer to the individual licensee, whether as an individual programmer, company,
or other organisation.
"Software": All material in this distribution including, but not limited to, one or more of the
following: source code, object code, byte code, dynamic-link libraries, assemblies, executables,
scripts, sample programs, utility programs, makefiles and Documentation.
"Licensed Software": the Software for which Licensee has paid the applicable license fee and
received an authorised activation code.
"Software Application Programming Interface ("API")": the set of access methods, whether
provided by Bill Koukoutsis, third parties, or developed by Licensee, through which the
programmatic services provided by the Licensed Software are made available.
"End-User Software Product": an application developed by Licensee intended for execution on a
computer, that makes use of the Licensed Software in its implementation.
The Licensed Software contains certain runtime libraries and files intended for duplication and
distribution by Licensee within End User Software Products to the user(s) of the End User
Software Product(s) (the Redistributable Components). The Redistributable Components are
those files specifically designated as being distributable as part of the Licensed Software.
SPECIAL LIMITED TERM EVALUATION LICENSE
If Licensee has been provided with a copy of the Software for evaluation purposes, Bill
Koukoutsis grants to Licensee, subject to the terms of this Single User License Agreement
(excluding Section 3, under which Licensee has no rights) a non-exclusive, non-transferable,
non-concurrent limited internal use license for evaluation purposes only. This license is for a
period of thirty (30) days, commencing upon receipt of the Software, or, if received
electronically, from Licensees initial downloading date, to evaluate the Software. If the Software
is acceptable, Licensee agrees to promptly notify Bill Koukoutsis. Otherwise, Licensee shall
immediately cease any further use of the Software and destroy all copies of the Software
(including the original) and related Documentation provided to Licensee by Bill Koukoutsis.
(2) GENERAL
The Software is owned by Bill Koukoutsis and is protected by Australian copyright laws and
other laws and by international treaties. It is intended for use by a software programmer who
has experience using development tools and class libraries.
(3) LICENSE GRANTS
(a) Subject to the terms and conditions of this Agreement, Bill Koukoutsis grants to Licensee the
perpetual, non-exclusive, non-transferable, non-concurrent, world-wide license for one (1)
programmer to (i) install the Licensed Software on a single personal computer and (ii) use the
Licensed Software and one copy of the associated user documentation and online help.
Licensee may also:
(i) Make one backup copy of the Licensed Software solely for archival and disaster-recovery
purposes, or
(ii) Transfer the Licensed Software to a hard disk and keep the original copy solely for archival
and disaster-recovery purposes.
(iii) Reproduce and distribute the Redistributable Components directly or indirectly to end users
and Licensee`s Authorised OEMs, VARs and Distributors, through customary distribution channels,
world wide, on a royalty free basis provided that such distribution is (i) in conjunction with an
End User Software Product developed by Licensee using the Licensed Software and (ii) the
Licensed Software is not the sole or primary component of such End User Software Product.
(iv) The license rights granted under this Agreement do not apply to development and
distribution of software development products or toolkits of any kind that are destined to be
used by software developers other than Licensee(s) that are Authorised.
Licensee has no rights to use the Licensed Software beyond those specifically granted in this
section.
(4) LICENSE RESTRICTIONS
Notwithstanding any provisions in this Agreement to the contrary, Licensee may not distribute
any portion of the Software other than the Redistributable Components.
In addition, Licensee may not decompile, disassemble, or reverse engineer any object code
form of any portion of the Software.
(5) TITLE
Licensee acknowledges and agrees that all right, title and interest in and to the Software,
including all intellectual property rights therein, are the property of Bill Koukoutsis, subject only
to the licenses granted to Licensee under this Agreement. This Agreement is not a sale and does
not transfer to the Licensee any title or ownership in or to the Software or any patent, copyright,
trade secret, trade name, trademark or other proprietary or intellectual property rights related
thereto.
(6) NON-TRANSFERABILITY
Except for Licensees rights to distribute the Redistributable Components, Licensee may not rent,
transfer, assign, sublicense or grant any rights in the Software, in full or in part, to any other
person or entity without Bill Koukoutsis written consent, except that this agreement may be
assigned to a successor of Licensee in the case that all or substantially all of the assets or equity
of Licensee are acquired by the successor.
(7) LIMITED WARRANTIES
Bill Koukoutsis warrants to Licensee that the Licensed Software will substantially perform the
functions described in the Documentation for a period of thirty (30) days after the date of
delivery of the Licensed Software to Licensee. Bill Koukoutsis sole and exclusive obligation, and
Licensees sole and exclusive remedy, under this warranty is limited to Bill Koukoutsis using
reasonable efforts to correct material, documented, reproducible defects in the Licensed
Software that Licensee describes and documents to Bill Koukoutsis during the thirty (30) day
warranty period. In the event that Bill Koukoutsis fails to correct a material, documented,
reproducible defect during this period, Bill Koukoutsis may, at Bill Koukoutsis` discretion, replace
the defective Licensed Software or refund to Licensee the amount that Licensee paid Bill
Koukoutsis for the defective Licensed Software and cancel this Agreement and the licenses
granted herein. In such event, Licensee agrees to return to Bill Koukoutsis all copies of the
Licensed Software (including the original).
Bill Koukoutsis warrants that he owns the intellectual property contained in the Licensed
Software and that the Licensed Software does not infringe any intellectual property or
proprietary rights of any third party.
Bill Koukoutsis agrees to indemnify, defend and hold Licensee harmless from and against any
claims or lawsuits, including reasonable attorney`s fees, which arise or result from the Licensed
Softwares infringing the intellectual property or proprietary rights of a third party. The
indemnity explicitly excludes infringements caused by the combination of the Licensed Software
and any End User Software Products created, sold, or marketed by Licensee.
EXCEPT AS EXPRESSLY SET FORTH ABOVE, BILL KOUKOUTSIS EXPRESSLY DISCLAIMS ALL
OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THE IMPLIED
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
(8) LIMITATION OF LIABILITY
IN NO EVENT SHALL BILL KOUKOUTSIS BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL,
INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS, REVENUES, DATA
OR OTHER ECONOMIC ADVANTAGE) WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER
LEGAL THEORY, EVEN IF BILL KOUKOUTSIS WAS ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES.
(9) TERMINATION
Bill Koukoutsis reserves the right, at his sole discretion, to terminate this Agreement upon
written notice if Licensee has breached the terms and conditions hereof. Licensee to be provided
written notification of breach and reasonable time to cure breach. Licensee may terminate this
Agreement at any time by ceasing to use the Licensed Software and by destroying all copies of
the Licensed Software (including the original). Sections 4, 5, 6, 7, 8, 9 and 10 survive any
termination of this Agreement and apply fully to any termination. Unless terminated as provided
herein by either party, this Agreement shall remain in effect. Termination will not affect end
user licenses of the End User Software Product which contain the Redistributable Components
which were distributed by Licensee prior to termination.
(10) MISCELLANEOUS
Applicable Law and Jurisdiction. This Agreement will be governed by and construed in
accordance with the laws of the State of New South Wales without regard to conflict of laws
principles and without regard to the 1980 U.N. Convention on Contracts for the International
Sale of Goods. The federal and state courts of New South Wales shall have exclusive jurisdiction
and venue to adjudicate any dispute arising out of this Agreement, and Licensee expressly
consents to (i) the personal jurisdiction of the state and federal courts of New South Wales, and
(ii) service of process being effected upon Licensee by registered mail.
Limitation of Actions. No action, regardless of form, may be brought by either party more than
twelve (12) months after the cause of action has arisen, except that either party may bring an
action relating to its intellectual property rights at any time. No such claim may be brought
unless Bill Koukoutsis has first been given commercially reasonable notice, a full written
explanation of all pertinent details (including copies of all materials), and a good faith
opportunity to resolve the matter.
Invalidity and Waiver. Should any provision of this Agreement be held by a court of law to be
illegal, invalid, or unenforceable, the legality, validity, and enforceability of the remaining
provisions of this Agreement will not be affected or impaired thereby. The failure of any party to
enforce any of the terms or conditions of this Agreement, unless waived in writing, will not
constitute a waiver of that partys right to enforce each and every term and condition of this
Agreement.
LICENSEE ACKNOWLEDGES THAT HE OR SHE HAS READ THIS AGREEMENT, UNDERSTANDS IT
AND AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS. LICENSEE FURTHER AGREES
THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN
LICENSEE AND BILL KOUKOUTSIS WHICH SUPERSEDES ANY PROPOSAL OR PRIOR OR
CONTEMPORANEOUS AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATIONS
RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT