This end-user license governs use of the accompanying software. If you use the software, you accept this license. If you do not accept the license, do not use the software.
This End-User License Agreement ("EULA") is a legal agreement (made on the date of download or other access) between the licensee (either an individual or a single entity) and Inevitable Software ("INEVITABLE") with regard to the copyrighted software (Nova.CodeDOM or other products) and associated electronic documentation ("SOFTWARE") provided with this EULA. By installing, copying, or otherwise using the SOFTWARE, you agree to be bound by the terms of this EULA. If you do not agree to the terms of this EULA, do not install or use the 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.
Definition of Commercial Use: Works based on the SOFTWARE for general purpose and commercial distribution, or, use of the SOFTWARE (either in whole or in part) whether payment, profit or financial gain is sought directly or indirectly, regardless of whether payment or gain is actually realized.
1. GRANT OF LICENSE.
INEVITABLE grants you the rights described in this EULA provided that you comply with all the terms and conditions of this EULA:
(a) General Software License Grant. You are granted the right to install the SOFTWARE and use it for your own purposes or in the creation of your own software, according to one of the license types below.
(i) Trial version (no cost). Use of the SOFTWARE without purchase of a License shall be limited to evaluation purposes only. Programs created using a trial license cannot be bought, sold, licensed, copied, traded or otherwise used by other individuals, and must be destroyed when the trial period has expired.
(ii) Non-Profit License. If you purchased a Non-Profit License, INEVITABLE grants to you one (1) personal, nontransferable, nonexclusive, royalty-free license to use copies of the SOFTWARE and install it on your machine(s) for your single concurrent internal use, to use and redistribute any number of non-commercial software you develop, for the specified term of the license. Commercial Use of the SOFTWARE is prohibited. Use of the SOFTWARE by other individuals is permitted only if said other individual has been licensed to use the SOFTWARE.
(iii) Individual License. If you purchased an Individual License, INEVITABLE grants to you one (1) personal, nontransferable, nonexclusive, royalty-free license to use copies of the SOFTWARE and install it on your machine(s) for your single concurrent internal use, to use and redistribute any number of non-commercial or commercial software you develop, for the specified term of the license. Use of the SOFTWARE by other individuals is permitted only if said other individual has been licensed to use the SOFTWARE.
(iv) Single-Site License. If you purchased a Single-Site License, you may install this SOFTWARE on an unlimited number of machines at a single physical location within your company. You may duplicate and distribute this product within your company at the single location, provided that each copy is a true and complete copy, including all copyright and trademark notices, and includes a copy of this EULA. You are permitted to use and redistribute any number of non-commercial or commercial software you develop, for the specified term of the license. You may not duplicate or distribute the SOFTWARE outside of your company. Use of the SOFTWARE by other individuals outside of your company is permitted only if said other individual has been licensed to use the SOFTWARE.
(v) Multi-Site License. If you purchased a Multi-Site License, you may install this SOFTWARE on an unlimited number of machines within your company at multiple physical locations, including use by contractors or outsourced development for the sole purpose of developing products to be sold by your company. You may duplicate and distribute this product within your company, provided that each copy is a true and complete copy, including all copyright and trademark notices, and includes a copy of this EULA. You are permitted to use and redistribute any number of non-commercial or commercial software you develop, for the specified term of the license. You may not duplicate or distribute the SOFTWARE outside of your company, except for use by outside contractors expressly for the purpose of working on products for your company. Use of the SOFTWARE by other individuals outside of your company is permitted only if said other individual has been licensed to use the SOFTWARE.
(iv) Source License. If you purchased a Source License, the terms are set forth in the separate Source Code Licensing and Confidentiality Agreement (SCLCA), which immediately follows this EULA in the online documentation.
(b) Redistribution. You are granted a royalty-free license to redistribute in binary form any components of the SOFTWARE explicitly marked as redistributable provided that you provide all technical support for the distribution, and you do not allow recipients to disassemble, decompile, or in any other way allow them to gain separate access to the SOFTWARE or any part of the SOFTWARE. INEVITABLE is not obligated to provide support for works derived from the SOFTWARE.
(c) Disassembly. You may not modify the SOFTWARE in any manner. You shall not, nor allow others to copy, in whole or in part, emulate, sub-license, sell, transfer, exploit, alter, modify or adapt the SOFTWARE nor decompile, dissemble or reverse engineer the same nor attempt to do such thing.
(d) Reservation of Rights. INEVITABLE reserves all rights not expressly granted herein.
2. DESCRIPTION OF OTHER RIGHTS AND LIMITATIONS.
(a) Rental. You may not lease, rent, lend, or sub-license the SOFTWARE.
(b) Proprietary notices. You may not remove any proprietary notices or labels on the SOFTWARE.
(c) Consideration. For the rights and license granted in this EULA you will pay INEVITABLE the currently published retail price available at www.inevitablesoftware.com or another mutually agreed upon amount.
(d) Termination. Without prejudice to any other rights, INEVITABLE may terminate this EULA if you fail to comply with the terms and conditions of this EULA. In such event, you must destroy all copies of the SOFTWARE in your possession.
(e) Term. The term of this EULA shall continue perpetually from the date of purchase unless terminated according to the provisions in section 2(d).
(f) Derived Works. You agree that you will not use the SOFTWARE to develop derived works that offer similar functionality as the SOFTWARE, or expose the features of the SOFTWARE for use by an unlicensed third party. You agree not to use the SOFTWARE to create software products that might directly compete with INEVITABLE products.
(g) Marketing. You agree to be identified as a customer of INEVITABLE, and that INEVITABLE may refer to you by name, trade name, and trademark, if applicable, and may briefly describe your business on INEVITABLE's web site, or in marketing materials. You hereby grant INEVITABLE a license to use your name and any of your trade names and trademarks solely pursuant to this marketing section.
(h) Compliance with Applicable Laws. You must comply with all applicable laws regarding use of the SOTWARE.
3. SOFTWARE MAINTENANCE, UPDATES, AND SUPPORT
(a) INEVITABLE periodically releases updates to existing versions, and also complete new versions, of the SOFTWARE. For a period of one year following the purchase of the SOFTWARE, updates and new versions are free of costs.
(b) INEVITABLE is not obligated to, but may at its own option, provide free email support.
(c) Any upgrade from an earlier version of the SOFTWARE is provided to you on a license exchange basis. You agree by your installation and use of such copy of the SOFTWARE to voluntarily terminate your earlier EULA and that you will not continue to use the earlier version of the SOFTWARE or transfer it to another person or entity.
All title, including but not limited to copyrights, in and to the SOFTWARE and any copies thereof are owned by INEVITABLE or its suppliers. All title and intellectual property rights in and to the content which may be accessed through use of the SOFTWARE is the property of the respective content owner and may be protected by applicable copyright or other intellectual property laws and treaties. This EULA grants you no rights to use such content.
5. NO WARRANTIES.
INEVITABLE expressly disclaims any warranty for the SOFTWARE. The SOFTWARE is provided 'As Is' without any express or implied warranty of any kind, including but not limited to any warranties of merchantability, non-infringement, or fitness of a particular purpose. INEVITABLE does not warrant or assume responsibility for the accuracy or completeness of any information, text, graphics, links or other items contained within the SOFTWARE. INEVITABLE makes no warranties respecting any harm that may be caused by the transmission of a computer virus, worm, time bomb, logic bomb, or other such computer program. INEVITABLE further expressly disclaims any warranty or representation to Authorized Users or to any third party.
6. LIMITATION OF LIABILITY
In no event shall INEVITABLE be liable for any damages (including, without limitation, lost profits, business interruption, or lost information) rising out of 'Authorized Users' use of or inability to use the SOFTWARE, even if INEVITABLE has been advised of the possibility of such damages. In no event will INEVITABLE be liable for loss of data or for indirect, special, incidental, consequential (including lost profit), or other damages based in contract, tort or otherwise. INEVITABLE shall have no liability with respect to the content of the SOFTWARE or any part thereof, including but not limited to errors or omissions contained therein, libel, infringements of rights of publicity, privacy, trademark rights, business interruption, personal injury, loss of privacy, moral rights or the disclosure of confidential information.
This Source Code Licensing and Confidentiality Agreement ("AGREEMENT") is made (on the date of download or other access) by and between the licensee ("LICENSEE") and Inevitable Software ("INEVITABLE") with regard to the copyrighted software source code (of Nova.CodeDOM or other products) and associated electronic documentation ("SOFTWARE") provided with this AGREEMENT. By installing, copying, or otherwise using the SOFTWARE, you agree to be bound by the terms of this AGREEMENT. If you do not agree to the terms of this AGREEMENT, do not install or use the 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.
NOW THEREFORE, in consideration of the premises and the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree to the following terms and conditions.
(a) "Derivative Works" shall have the meaning set forth in the United States Copyright Act, 17 U.S.C. Section 101, et seq.
(b) "SOFTWARE" shall mean (i) all Source Code or other software provided or made available to LICENSEE pursuant to this AGREEMENT, and (ii) such software's structure and organization, and (iii) any copies (both electronic and paper) made thereof by or on behalf of LICENSEE.
2. LICENSEE RIGHTS AND RESTRICTIONS.
2.1 GRANT OF LICENSE. Subject to the terms and conditions of this AGREEMENT, and conditioned on LICENSEE’s timely payment of the agreed upon amount as set forth on the website of INEVITABLE, INEVITABLE hereby grants to LICENSEE a worldwide, perpetual, non-exclusive, non-transferable, limited license:
(a) to use, modify, make Enhancements to, and create Derivative Works of the SOFTWARE; and
(b) to compile, use, copy, and distribute executable (object code) versions of such Derivative Works resulting from compiling of the LICENSEE-modified SOFTWARE; and
(c) to make a reasonable number of backup and archival copies of the SOFTWARE.
2.1.1 LICENSEE understands and acknowledges that INEVITABLE may develop and/or market for itself the same or similar Enhancements or Derivative Works, and that INEVITABLE has made no promises to the contrary.
2.2 RESTRICTIONS AND REQUIREMENTS OF USE. Except as expressly provided in Section 2.1, no other license or right in the SOFTWARE is granted to LICENSEE under this AGREEMENT directly or by implication or otherwise. Without limiting the generality of the foregoing and notwithstanding anything to the contrary in this AGREEMENT, LICENSEE may NOT:
(a) Distribute the SOFTWARE sources, whether modified or unmodified; or
(b) Remove any copyright notice, proprietary information notices, or other notice provided by INEVITABLE in the SOFTWARE; or
(c) Assign, sublicense, lease, or in any other way transfer or disclose the SOFTWARE to any third party, including, without limitation, (i) to any Permitted Clients, (ii) to independent contractors or developers (Third Parties), or (iii) as part of the Enhancements, unless specifically authorized by a representative of INEVITABLE; or
(d) Utilize the SOFTWARE in a manner to prepare, draft, or assist third parties in preparing or drafting software that is similar to the SOFTWARE subject to this License that is intended for sale, license, or distribution to others (whether that distribution be for profit or free) in a manner that would compete directly or indirectly with INEVITABLE’s products; or
(e) Reproduce or use any part of the SOFTWARE except as provided in this AGREEMENT.
2.3. CONFIDENTIALITY. LICENSEE agrees and acknowledges that the SOFTWARE is: (i) proprietary to INEVITABLE; (ii) is of significant value to INEVITABLE; (iii) is not publicly available; (iv) contains trade secrets of INEVITABLE; and (v) constitutes the confidential information of INEVITABLE. LICENSEE shall comply with the following restrictions on use of the SOFTWARE and shall maintain the SOFTWARE in accordance with the following security procedures:
(a) LICENSEE shall use commercially reasonable measures to preserve the security and confidentiality of the SOFTWARE, including, without limitation, securing the network, server, hard drives, and other media on which the SOFTWARE is stored or maintained.
(b) LICENSEE shall limit access to the SOFTWARE to its employees who have a need to access the SOFTWARE for the purposes of exercising LICENSEE's rights under this AGREEMENT (each, an "Authorized Person") and to its independent contractors (and developers (Third Parties), if any, who are approved by INEVITABLE pursuant to Section 2.2(c) (each, an "Authorized Independent Contractor"). Without limiting the foregoing, no Authorized Person or Authorized Independent Contractor may have access to the SOFTWARE unless and until: (i) he or she has been apprised of and acknowledges the confidential and proprietary nature of the SOFTWARE; (ii) has been trained with respect to the procedures designed to preserve its confidentiality; (iii) and is subject to a binding and enforceable obligation neither to use the SOFTWARE (other than for purposes expressly permitted by this AGREEMENT) nor to disclose such SOFTWARE to any person or entity other than a person similarly authorized to access the SOFTWARE.
(c) LICENSEE shall conduct periodic reviews to ensure compliance with the foregoing security requirements. INEVITABLE shall have the right to conduct a review of LICENSEE on LICENSEE's premises to ensure compliance with the foregoing security restrictions, including an inspection the records and AGREEMENT maintained by LICENSEE pursuant to subsection 2.3(b) above, provided that INEVITABLE provides at least three (3) business days prior written notice.
(d) LICENSEE shall be jointly and severally responsible for any violation of any of the confidentiality obligations set forth in this AGREEMENT by any of its employees, contractors and third parties acting on its behalf.
2.4. INJUNCTIVE RELIEF. LICENSEE acknowledges and agrees that INEVITABLE will suffer irreparable damage in the event of a breach by LICENSEE of the terms of Sections 2.2 or 2.3 of this AGREEMENT and that INEVITABLE will be entitled to injunctive relief (without the necessity of posting a bond or proving actual damages) in the event of any such breach.
2.5. INDEMNIFICATION. LICENSEE hereby agrees to indemnify, defend and hold harmless INEVITABLE and its directors, officers, shareholders, partners, affiliates, employees, representatives and agents from and against any loss, fines, fees, settlements, judgments, costs, expenses (including, without limitation, reasonable attorneys' fees, court costs, and administrative fees), and any other liability arising out of or related to any claim, demand, or cause of action asserted by any third party arising out of or related to LICENSEE's use of the Enhancements.
3. SUPPORT AND MAINTENANCE.
3.1 For a period of one year after purchase, INEVITABLE, at no additional charge shall provide to LICENSEE:
(i) upon request, the SOFTWARE for any fixes, updates and other modifications to the SOFTWARE made available by INEVITABLE to its customers;
(ii) error correction services for problems encountered with the SOFTWARE by LICENSEE, where those problems are determined at the discretion of INEVITABLE to be errors as opposed to new features or extensions. INEVITABLE will make a reasonable effort to fix any such reported errors within a reasonable amount of time;
(iii) technical support and advice to LICENSEE with regard to the function of the SOFTWARE.
3.1.1 INEVITABLE will have the right at its own discretion to impose an upper limit of 40 hours of total developer time for the one year period related to error correction services and technical support without additional agreed upon compensation.
3.3 The parties agree that LICENSEE shall be solely responsible for providing product support for Derivative Works.
3.4 Renewal of Support and Maintenance. After the expiration of the initial one year period from purchase, LICENSEE may elect to renew this license by paying the renewal fee set forth on the website of INEVITABLE in order to continue receiving support and maintenance services.
4. INTELLECTUAL PROPERTY.
4.1. Existing Intellectual Property. As between the parties, INEVITABLE is and shall be the exclusive owner of all right, title and interest in and to (i) the SOFTWARE, and (ii) all patent, copyright, trademark, trade secret, and any and all other protectable intellectual property and proprietary rights both now and in the future, whether or not registered or perfected (but to the extent existing, all registrations, applications, renewals, extensions, continuations, divisions or reissues hereof now or hereafter in force), and whether arising by operation of law, contract, or otherwise (collectively, "Intellectual Property Rights") in and to the foregoing (the "Existing Intellectual Property"). The SOFTWARE is protected by copyright and other applicable laws, including without limitation by United States Copyright Law, international treaty provisions and applicable laws in the country in which it is being used. LICENSEE may not copy or use the SOFTWARE except as permitted herein. LICENSEE agrees not to modify, adapt or translate the SOFTWARE except as permitted herein. Any information or documentation supplied by INEVITABLE or otherwise obtained by LICENSEE in connection with or as a result of this AGREEMENT may only be used by LICENSEE for the purpose described herein and may not be disclosed to any third party (except as permitted herein) or used to create any software which is substantially similar to the SOFTWARE.
4.2. New Intellectual Property. As between the Parties, any right, title and interest to any Enhancements, updates, and modifications shall be owned by the Party who created them; with respect to Enhancements, updates, and modifications, that are jointly created, they shall be owned by INEVITABLE and LICENSEE shall be granted a license to use those jointly created Enhancements, updates, and modifications in accordance with this AGREEMENT. In no event shall any rights in the INEVITABLE SOFTWARE vest or otherwise transfer to LICENSEE and LICENSEE acknowledges that any ownership of Enhancements, updates, and modifications shall be limited to the Enhancements, updates, and modifications and not the underlying INEVITABLE SOFTWARE.
4.3. Cooperation. The Parties agree to mutually cooperate with one another in attempts to obtain, perfect, or register any New Intellectual Property owned by one another as outlined in Section 4.2. In connection with the foregoing, the Parties agree to execute any documents of assignment, registration, and recordation as may be necessary to perfect, or protect, the rights assigned to each Party hereunder in each country in which the assignee Party desires, and ensure that the Parties respective employees and permitted contractors, are bound by and abide by the terms and conditions of this provision and have executed all AGREEMENTs necessary to obtain, perfect, or register the New Intellectual Property.
5. WARRANTY, WARRANTY DISCLAIMER, AND LIMITATION OF LIABILITY.
5.1. Mutual Representations. Each party represents and warrants (i) that such party has the legal right and authority to enter into and perform its obligations under this AGREEMENT; (ii) that, to the best of its knowledge, the execution and performance of this AGREEMENT will not conflict with or violate any provision of any law having applicability to such party; and (iii) that this AGREEMENT, when executed and delivered, will constitute a valid and binding obligation of such party and will be enforceable against such party in accordance with its terms.
5.2. Warranty Disclaimer. Except as specifically set forth in Section 5.1 above, no further warranty of any kind is being provided by INEVITABLE, including, without limitation, any warranty that the SOFTWARE shall be free from defects in design, material or workmanship. LICENSEE ASSUMES TOTAL RESPONSIBILITY FOR THE USE OF THE SOFTWARE, AND THE SOFTWARE IS PROVIDED ON AN "AS-IS" BASIS. TO THE MAXIMUM EXTENT PERMITTED BY LAW AND EXCEPT AS SPECIFICALLY SET FORTH IN SECTION 5.1, THE SOFTWARE IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, AND WHETHER ARISING UNDER LAW OR FROM COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE (COLLECTIVELY, "DISCLAIMED WARRANTIES"), INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. ALL SUCH WARRANTIES ARE HEREBY EXPRESSLY EXCLUDED BY INEVITABLE AND FOREVER WAIVED BY LICENSEE. NO ADVICE OR INFORMATION GIVEN BY INEVITABLE, ITS AFFILIATES OR ITS CONTRACTORS OR THEIR RESPECTIVE EMPLOYEES SHALL CREATE A WARRANTY OR OBLIGATION OF INEVITABLE. In the event that any of the Disclaimed Warranties cannot be disclaimed or waived under applicable law, LICENSEE's sole and exclusive remedy for breach of such Disclaimed Warranty will be, at INEVITABLE's sole discretion, either (i) the replacement of the SOFTWARE, at no additional cost to LICENSEE, or (ii) the refund of any License Fees actually paid by LICENSEE under this AGREEMENT.
5.3. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, INEVITABLE SHALL NOT BE LIABLE TO LICENSEE, AND LICENSEE COVENANTS THAT IT WILL NOT ASSERT A CLAIM AGAINST INEVITABLE, UNDER ANY LEGAL THEORY, WHETHER IN AN ACTION BASED ON A CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY, OR OTHERWISE PROVIDED BY STATUTE OR LAW, (i) FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR STATUTORY DAMAGES, OR ANY DAMAGES RESULTING FROM LOST PROFITS, INTERRUPTION OF BUSINESS, OR LOSS OF GOODWILL, EVEN IF INEVITABLE HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR (ii) FOR DAMAGES RELATED TO OR ARISING OUT OF THIS AGREEMENT IN AN AMOUNT THAT EXCEEDS THE LICENSE FEES ACTUALLY PAID BY LICENSEE UNDER THIS AGREEMENT. LICENSEE HEREBY WAIVES ANY CLAIM THAT THESE EXCLUSIONS DEPRIVE IT OF AN ADEQUATE REMEDY OR CAUSE THIS AGREEMENT TO FAIL OF ITS ESSENTIAL PURPOSE.
5.4. Basis of Bargain. The parties hereby acknowledge and agree that the warranty disclaimers and limitation of liability provisions set forth above have been negotiated and are fundamental elements of the basis of this AGREEMENT, and INEVITABLE would not be able to provide the licenses granted herein at the price and on the other terms and conditions currently offered without such limitations. The parties further agree that such provisions will inure to the benefit of the other party's successors and permitted assigns.
6. TERM AND TERMINATION.
6.1. Term. The term of this AGREEMENT and the licenses granted herein shall begin on the effective date of this AGREEMENT and shall continue as long as LICENSEE is using the INEVITABLE SOFTWARE or until the earlier termination of this AGREEMENT pursuant to the provisions set forth herein.
6.2 Power to Terminate:(a) either party may terminate this AGREEMENT at any time upon written notice to the other party if the other party breaches any material term hereof and fails to cure such breach within thirty (30) days after receiving written notice of such breach from the non-breaching party, (b) INEVITABLE may terminate this AGREEMENT if LICENSEE fails to make any required payment.
6.3 Effect of Termination. In the event of termination pursuant to Section 6.2, all licenses granted hereunder terminate immediately, and upon termination of the AGREEMENT LICENSEE shall promptly return and/or destroy all copies, caches, or other embodiments of any SOFTWARE in its possession or under its control.
If INEVITABLE terminates for cause in accordance with 6.2 above, there shall be no refund of any payments made to INEVITABLE by LICENSEE.
7. GENERAL PROVISIONS.
7.1 Parties agree that the AGREEMENT may be transferred to the acquirer or other controlling entity in the event of an acquisition or merger. All other transfers or assignments shall be void unless agreed to in writing by the other party.
7.2 Except as otherwise expressly stated herein, this AGREEMENT, together with any exhibits or other attachments hereto, constitutes the entire, final and exclusive understanding and AGREEMENT between the parties pertaining to the subject matter hereof and supersedes all prior and contemporaneous AGREEMENTs, understandings, negotiations and discussions whether oral or written, of the parties. The provisions of this AGREEMENT may not be amended or supplemented in any way except by written AGREEMENT executed by both parties hereto.
7.3 The sole relationship between the parties shall be that of independent contractor. Nothing contained in this AGREEMENT, nor any action taken by any party to this AGREEMENT, shall be deemed to constitute either party (or any of such party’s employees, agents, or representatives) an employee, agent, or legal representative of the other party, nor to create any partnership, joint venture, association, or syndicate among or between the parties, nor to confer on either party any express or implied right, power or authority to enter into any AGREEMENT or commitment on behalf or (nor to impose any obligation upon) the other party.
7.4 The formation, operation and performance of this AGREEMENT shall be governed, construed, applied and enforced in accordance with the laws of the State of California. The parties consent and agree that all cases, claims, and controversies based upon this AGREEMENT shall be adjudicated only in a state or federal court located in the Southern District of the State of California. Each party consents to the jurisdiction of such courts over any such case, claim or controversy, to such courts being the proper venue therefore, and to the jurisdiction of such courts over each of the parties.
7.5 Parties agree that they will not use, make reference to, or otherwise designate the other party’s trademarks, service marks, or trade names without the express written consent of the owning party, which shall not be unreasonably withheld.
7.6 Each party (as a “Receiving Party”) shall keep confidential all aspects of this license AGREEMENT, and shall not appropriate for its own use, reveal, or disclose to anyone, except as necessary to fulfill a party’s obligations hereunder, any confidential information of the other (as a “Disclosing Party”) which may become known to it prior to or during the term of this AGREEMENT. Each party agrees to take necessary and prudent steps to protect and maintain the confidentiality of any such confidential or proprietary information of the other. “Confidential or proprietary information” shall mean any information maintained as confidential by the other which is not publicly known and not lawfully available without restriction from a third party. The foregoing restrictions will not apply to any such Confidential Information that is (i) required to be disclosed by the court order or decree or in compliance with applicable law, (ii) in the public domain or enters the public domain other than through a breach hereof by the Receiving Party, (iii) known to the Receiving party prior to its receipt from the Disclosing Party hereunder and not subject to a confidentiality obligation, (v) independently developed by the Receiving Party, or (vi) received by the Receiving Party from a third party and not subject to a confidentiality obligation.
7.7 The failure of each party to exercise in any respect any right provided for herein shall not be deemed a waiver of such rights or any other right hereunder.
7.8 If any provision of this AGREEMENT is invalid under any applicable statute or rule of law, it shall be replaced with a valid provision that most nearly effects the parties’ intent in entering into this AGREEMENT and the remaining provisions of this AGREEMENT shall in no way be affected or impaired thereby.
7.9 In the event of termination of this AGREEMENT, the provisions of Sections 4, 5, 6, and 7 shall survive and continue in effect and shall inure to the benefit of and becoming binding on the parties and their legal representatives, heirs, successors and assigns.
IN WITNESS WHEREOF, the parties, by their duly authorized representatives, have executed this AGREEMENT as of the day that LICENSEE first receives the SOFTWARE from INEVITABLE.
Copyright (C) 2005 Jb Evain
Permission is hereby granted, free of charge, to any person obtaining a copy of this software and associated documentation files (the "Software"), to deal in the Software without restriction, including without limitation the rights to use, copy, modify, merge, publish, distribute, sublicense, and/or sell copies of the Software, and to permit persons to whom the Software is furnished to do so, subject to the following conditions:
The above copyright notice and this permission notice shall be included in all copies or substantial portions of the Software.
THE SOFTWARE IS PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. IN NO EVENT SHALL THE AUTHORS OR COPYRIGHT HOLDERS BE LIABLE FOR ANY CLAIM, DAMAGES OR OTHER LIABILITY, WHETHER IN AN ACTION OF CONTRACT, TORT OR OTHERWISE, ARISING FROM, OUT OF OR IN CONNECTION WITH THE SOFTWARE OR THE USE OR OTHER DEALINGS IN THE SOFTWARE.