| |
|
|
STR LIBRARY LICENSE AGREEMENT
THIS LICENSE AGREEMENT ("Agreement")
is made effective as of the date the product is installed
by and between (i) Delera Systems, developer of Str
Library ("LICENSOR") and the party executing this Agreement
as Licensee ("LICENSEE").
1. DEFINITIONS.
1.1 Licensed Software means the Str Library computer software
and documentation thereof, as specified in Exhibit A, including
bug fixes and updates thereto provided to LICENSEE in connection
with this Agreement.
1.2 Source Code means the portion of the Licensed Software,
which is distributed in human-readable form, as specified in Exhibit A.
1.3 Str Web Site means the official World Wide Web address for obtaining
information, downloads and purchasing information for this software. This
official address is http://www.utilitycode.com/str/
2. GRANT OF LICENSE - EVALUATION VERSION
The following license applies to the evaluation version of Str Library.
If you have purchased a license for the registered version of Str Library,
see the section "Grant of license - Registered Version". If you were given
a serial number under or Academic program, see the section "Grant of license
- Academic Version"
2.1 Evaluation and Registration
This is not free software. Subject to the terms below, you are hereby licensed
to use this software for evaluation purposes without charge for a period of
15 days. If you use this software after the 15 day evaluation period a
registration fee is required. Information on pricing can be obtained from
the Str Web Site, or directly from an authorized representative of LICENSOR.
Unregistered use of Str Library after the 15-day evaluation period is in
violation of U.S. and international copyright laws.
2.2 Source Code Use License.
LICENSOR grants LICENSEE a non-exclusive, non-transferable license to use,
modify, or have modified by a third party contractor, the Source Code for
internal use only, during this evaluation period. During the evaluation period,
the LICENSEE can use this software on any number of CPUs and operating
system platforms.
2.3 Rights of redistribution.
LICENSEE is hereby licensed to make as many copies of the evaluation version
of this software as it deems necessary; give exact copies of the original
evaluation version to anyone; and distribute the evaluation version of the
software and documentation in its unmodified form via electronic means,
subject to the requirements set forth in 2.4
2.4 Notification and charges.
Whenever LICENSEE places this software on a publicly available forum,
including, but not limited to world-wide web sites and CD-ROM media, it
will notify LICENSOR by email within 7 days. LICENSEE will take reasonable
action to inform potential recipients of this Evaluation Version
that this is not free software, and they are bound by the clauses of this
Agreement. LICENSEE is specifically prohibited from charging, or requesting
donations, for any such copies, however made.
3. GRANT OF LICENSE - REGISTERED VERSION
The following license applies to the registered version of Str Library.
If you have downloaded or obtained thru any other means this software and
have not registered it, section 2 "Grant of license - Evaluation
Version" governs your use of this library. If you have registered this
library through our Academic program, your use of the code is governed by
section 4, "Grant of license - Academic Version"
3.1 Source Code Use License.
Subject to the terms and conditions of this Agreement, and upon payment by
LICENSEE to LICENSOR of the license fees found in the Str Web Site,
or agreed upon by LICENSOR in a separate duly signed agreement with
LICENSEE, LICENSOR grants LICENSEE a non-exclusive, non-transferable license
to use, modify, or have modified by a third party contractor, the Source
Code for internal use only, for the sole purpose of developing software
utilizing this code.
3.2 Distribution Royalties.
LICENSEE can use registered versions of this library to create software
and sell or distribute it in any way it deems fit, provided that the Str
Source Code is not distributed, except in binary (compiled) form linked to
modules in LICENSEE's software. There is no charge for distributing the
binary form of this library. Distributing the Str Source Code by LICENSEE,
in whatever form, separately or as part of another software package,
requires a separate contract between LICENSOR and LICENSEE, unless it is
an evaluation version as set forth in section 2.
3.3 One registered copy of this software may either be used by a single
person who uses the software personally on one or more computers, or
installed on a single workstation used nonsimultaneously by multiple
people, but not both.
3.4 No Sublicense Right.
LICENSEE has no right to transfer, sublicense or otherwise distribute the
Registered Software to any third party.
3.5 Other Restrictions in License Grants.
LICENSEE may not:
(i) copy the Licensed Software, except as necessary to use
the Licensed Software in accordance with the license granted under Section 3.1,
and except for a reasonable number of backup copies.
3.6 License Packs.
When LICENSEE purchases a number of licenses (a "license pack"), they can be
used only within LICENSEE's firm or organization, or by its third-party
contractors. It is a violation of this Agreement to use more registered
copies of this library than the total number of licenses LICENSEE has
purchased.
3.7 No Trademark License.
LICENSEE has no right or license to use any trademark of LICENSOR during or
after the term of this Agreement.
3.8 Reservation.
LICENSOR reserve all rights and licenses to the Licensed Software not expressly
granted to LICENSEE under this Agreement.
3.9 Delivery.
Upon execution of this Agreement, and payment of the amounts due and owing under
this Agreement, LICENSEE will receive an email with instructions on how to
download a Registered Version of this library, and a personalized serial
number. Upon request, LICENSOR may also provide LICENSEE with a proof of
ownership document, sent by fax or regular mail within 10 working days of
receiving proof of payment.
4. GRANT OF LICENSE - ACADEMIC VERSION
The following license applies to the Academic version of Str Library.
If you have downloaded or obtained thru any other means this software and have
not registered it, section 2 "Grant of license - Evaluation Version" governs
your use of this library. If you have purchased the library, your rights and
obligations are described in section 3, "Grant of license - Registered version"
4.1 Source Code Use License.
Subject to the terms and conditions of this Agreement, and upon receipt by
LICENSEE of a confirmation email by LICENSOR containing a serial number for
an Academic version, LICENSOR grants LICENSEE a non-exclusive, non-transferable
license to use and modify, the Source Code for internal use only, for the sole
purpose of developing software utilizing this code or training students in
Computer Science and similar disciplines.
4.2 Distribution.
LICENSEE can use registered versions of this library to create software that
can be used by LICENSEE and any number of other people, provided that such
software is provided "for free". This includes, but is not limited
to selling LICENSEE software, fees paid to LICENSEE for consulting services
involving the software, requiring paid subscription for a product or
service utilizing the software, accepting donations or shareware registration
payments.
Software developed using an Academic version of the product can be
subsequently sold through any means LICENSEE sees fit provided that LICENSEE,
and all other persons involved in developing such sofware obtain Registered
versions of Str Library. In this case their further use shall be governed
by the rules described in Section 3, "Grant of license - Registered Version"
Distributing the Str Source Code by LICENSEE, in whatever form, separately
or as part of another software package, is allowed only within the academic
institution for which LICENSOR initially granted the Academic license.
4.3 Termination By Leaving
This license shall be automatically revoked when LICENSEE is no longer employed
by, or a student in, the academic institution for which LICENSOR initially
granted the Academic license.
4.4 No Sublicense Right
LICENSEE has no right to transfer, sublicense or otherwise distribute the
Academic Software to any third party, except as described in Section 4.2
4.5 No Trademark License.
LICENSEE has no right or license to use any trademark of LICENSOR
during or after the term of this Agreement.
4.6 Reservation.
LICENSOR reserve all rights and licenses to the Licensed Software not
expressly granted to LICENSEE under this Agreement.
5. PRODUCT WARRANTY.
5.1 LICENSOR warrants to LICENSEE that, at the date LICENSOR receives
proof of payment for this library (for a Registered version) or sends out a
confirmation email with a serial number (for an Academic version),
and for a period ending one year following that date the Software shall
perform substantially in accordance with the published specifications and
Documentation. If notified in writing by LICENSEE, LICENSOR may, at its
option, correct significant program errors in the Software within a reasonable
time period. THE FOREGOING PRODUCT WARRANTY IS IN LIEU OF
ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO,
THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE,
WHETHER IMPOSED BY CONTRACT, STATUTE, COURSE OF DEALING,
CUSTOM OR USAGE OR OTHERWISE.
5.2 Except as set forth above, in no event shall LICENSOR be liable to
LICENSEE, in excess of the price paid to LICENSOR by LICENSEE for
the Software hereunder, for any breach of warranty or any claim, loss or
damage arising from or relating to the installation, use or performance of
the Products (including, without limitation, any indirect, special, incidental
or consequential damages).
5.3 LICENSOR reserves the right at any time to make changes to the Software.
5.4 IN NO EVENT SHALL LICENSOR BE LIABLE (WHETHER IN TORT, NEGLIGENCE, CONTRACT,
WARRANTY, PRODUCT LIABILITY OR OTHERWISE) FOR ANY INDIRECT, INCIDENTAL, SPECIAL
OR CONSEQUENTIAL DAMAGES OR LOSS OF PROFITS OR SAVINGS ARISING OUT OF
ITS PERFORMANCE OR NONPERFORMANCE OF TERMS OF THIS AGREEMENT OR THE USE,
INABILITY TO USE OR RESULTS OF USE OF THE PRODUCTS EVEN IF LICENSOR HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
6. COPYRIGHT AND PATENT INDEMNIFICATION
6.1 LICENSOR agrees to indemnify and hold LICENSEE harmless from any final
award of costs and damages against LICENSEE for any action based on
infringement of any United States copyright or patent as a result of the use
of the Products: (i) under the terms and conditions specified herein; (ii) under
normal use; and (iii) not in combination with other items; provided that
LICENSOR is promptly notified in writing of any such suit or claim against
LICENSEE and further provided that LICENSEE permits LICENSOR to defend,
compromise or settle the same and gives LICENSOR all available information,
reasonable assistance and authority to enable LICENSOR to do so. LICENSOR'S
LIABILITY TO LICENSEE PURSUANT TO THIS ARTICLE IS LIMITED TO THE TOTAL FEES
PAID BY LICENSEE TO LICENSOR IN THE CALENDAR YEAR IN WHICH ANY FINAL AWARD OF
COSTS AND DAMAGES IS DUE AND OWING.
7. TRADE SECRETS AND PROPRIETARY INFORMATION.
7.1 LICENSEE acknowledges that LICENSOR is the owner of the Products, that
LICENSOR claims all intellectual and industrial property rights granted by
law therein and that, except as set forth herein, LICENSOR does not hereby
grant any rights or ownership of the Products to LICENSEE or any third party.
7.2 LICENSEE agrees not to challenge, directly or indirectly, the right,
title and interest of LICENSOR in and to the Software, nor the
validity or enforceability of LICENSOR's rights under applicable law. LICENSEE
agrees not to directly or indirectly, register, apply for registration or
attempt to acquire any legal protection for any of the Software or any
proprietary rights therein or to take any other action which may adversely
affect LICENSOR's right, title or interest in or to the Products in any
jurisdiction.
7.3 LICENSEE acknowledges that, in the event of a breach by LICENSEE
of its obligations under this Article 6, LICENSOR may immediately terminate
this Agreement, without liability to LICENSEE and may bring an appropriate
legal action to enjoin any such breach hereof, and shall be entitled to
recover from LICENSEE reasonable legal fees and costs in addition to
other appropriate relief.
8. TERMINATION
8.1 LICENSOR may terminate this Agreement at any time after the
occurrence of any of the following events: (a) LICENSEE is declared or
acknowledges that it is insolvent or otherwise unable to pay its debts
as they become due or upon the filing of any proceeding (whether
voluntary or involuntary) for bankruptcy, insolvency or relief from
creditors of LICENSEE; (b) LICENSEE enters into any agreement relating
to its acquisition by an unaffiliated third party or a majority of the
equity interest of LICENSEE is sold or otherwise transferred to an
unaffiliated third party; (c) LICENSEE assigns or transfers this Agreement or
any of its rights to obligations hereunder, without LICENSOR's prior written
consent; or (d) LICENSEE violates any material provision of this Agreement.
8.2. LICENSEE may terminate this Agreement at any time after the occurrence
of any of the following events: (a) LICENSOR is declared or acknowledges
that it is insolvent or otherwise unable to pay its debts as they become
due or upon the filing of any proceeding (whether voluntary or
involuntary) for bankruptcy, insolvency or relief from creditors or LICENSOR;
or (b) LICENSOR violates any material provision of this Agreement.
8.3. Upon the termination of this Agreement for any reason, LICENSEE
will discontinue all use of the Software and, within ten (10) days
after termination, will destroy or delete all copies of the Software
then in its possession, including but not limited to, any back-up or archival
copies of the Products and Documentation.
This does not apply to LICENSEE's own software previously developed
and containing a binary (compiled) form of the Source Code, as set in
section 3 or section 4.
9 GENERAL PROVISIONS
9.1 This Agreement does not create any relationship of association, partnership,
joint venture or agency between the parties.
9.2 Except to the extent and in the manner specified in this Agreement, any
modification or amendment of any provision of this Agreement must be in
writing and bear the signature of the duly authorized representative of
each party.
9.3 The failure of either party to exercise any right granted herein, or
to require the performance by the other party hereto of any provision if
this Agreement, or the waiver by either party of any breach of this
Agreement, shall not prevent a subsequent exercise or enforcement of
such provisions or be deemed a waiver of any subsequent breach of
the same or any other provision of this Agreement.
9.4 LICENSEE shall not sell, assign or transfer any of its rights,
duties or obligations hereunder without the prior written consent of LICENSOR.
LICENSOR reserves the right to assign or transfer this Agreement or any
of its rights, duties and obligations hereunder, to any direct or indirect
subsidiary or affiliate of LICENSOR.
EXHIBIT A
------------------------------
Licensed Software: Str Library
a. Source Code (C/C++, usable with MSVC 6.0 and higher, gcc 2.95 and higher)
b. Documentation (including reference, FAQs, code samples)
c. Add Str Wizard (binary executable for Win98+, WinNT4 SP6+)
d. Setup (binary executable for Win 98+, WinNT4 SP6+)
------------------------
Source Code: Str Library
For the purposes of this Agreement, Source Code includes the following
files:
str.h
str_support1.h
str_support2.h
str_implement.cpp
str_impadvanced.cpp
|  |
|