LICENSE AGREEMENT FOR DATA ACCESS CORPORATION SOFTWARE PRODUCTS
SoftwareProducts: DataFlex Studio; DataFlex Personal; DataFlex WindowsClient; DataFlex Web Client; DataFlex Win/Web Combo, DataFlex WebApp Server; DataFlexConnectivity Kits.
IMPORTANT- READ CAREFULLY: This License Agreement is a binding legal agreement between You and Data Access Corporation ("DAC") for the Software Product(s) identified above, which includes computer software and associated media, and may include "online",electronic or printed documentation and associated materials (collectively the "Software Product(s)). By installing, copying, or using a Software Product or any part thereof, you warrant that you have the authority to enter into this License Agreement and you agree to be legally bound by its terms and conditions, the limited warranties and limitations of liability and restrictions herein. If you do not agree to all terms and conditions of this License Agreement, you are not authorized to install or use the Software Product(s).
For the purposes of this License Agreement, the following definitions apply:
Application Software An End-User application software program developed with the proprietary DataFlex language.
DataFlex Windows Client Proprietary DataFlex software, the presence of which is required for the execution and use of Windows Desktop Application Software and for which a license is required for the execution and use of Windows Desktop Application Software.
DataFlex WebAppServer Proprietary DataFlex software, the presence of which is required for the execution and use of web, mobile or other forms of internet based Application Software and for which a license is required for the execution and use of web, mobile or other forms of internet based Application Software.
DataFlex Windows/WebCombo Client The inseparable combination of a DataFlex Windows Client and a DataFlex Web Client licensed as a single Software Product. Each individual named user must be included in the licensed Number of Named End Users.
Number of End Users / Number of Named End Users The count of the total number of EndUsers or Named End Users licensed to use a Software Product under the terms and conditions of this License Agreement.
Number of Web Applications The number of web, mobile or internet Application Software programs licensed for use on a DataFlex WebApp Server.
Server Instance A network operating system environment installed a) directly on a physical hardware server or b) on a virtual server, including a cloud server instance, that is configured to share resources among multiple End Users computers or devices that are connected to it. Non-running, stored virtual Server Instances require licenses as defined in the Software Product Price List or Product Information Document for a specific product revision. A specific connection technology is not consequential to the definition of a Server Instance; the existence of multiple End User connections and the sharing of resources are the essence of a Server Instance for the purposes of this License Agreement. For licensing purposes, every installation of a Software Product on any Server Instance requires an individual, serialized license and registration code.
SOFTWARE PRODUCT LICENSE
1.1 LICENSE FOR DATAFLEX STUDIO: You may install DataFlex Studio on any computer of which you are the primary user. You may use DataFlex Studio on only one computer at a time. You may not share or otherwise allow another person to use your DataFlex Studio or a DataFlex Studio designated solely for your use. You may use DataFlex Studio to design, write, compile and test Application Software. For the purpose of creating Application Software, you may use and incorporate into your compiled Application Software program code, modules, packages, libraries and components installed with DataFlex Studio. You may deploy in your legal business entity compiled Application Software you create provided that properly licensed DataFlex Windows Client, DataFlex Web Client, DataFlex WebApp Server and DataFlex Connectivity Kit Licenses are provided for each End User. DataFlex Studio includes a three-user DataFlex Windows Client with Connectivity Kit License and a three-user DataFlex Web Client License for use solely within your business. Four or more End Users in your business require the purchase of additional licenses. You may distribute to third parties compiled Application Software you create provided that you acquire for the End User or the End User acquires a valid license for the DataFlex Windows Client, DataFlex Web Client or DataFlex WebApp Server and DataFlex Connectivity Kit as appropriate to the requirements of your Application Software.
The License for DataFlex Studio includes entitlement to deploy and use a DataFlex WebApp Testing Server (Testing Server) for development and testing use only; production deployment and/or use of the Testing Server is not licensed. For your Application Software development and testing purposes only, you may install the Testing Server on a development computer of which you are the primary user. Solely for the purposes of pre-production testing of Application Software that requires a DataFlex WebApp Server, you may install the Testing Server on a Server Instance accessible by End User testers and use the Testing Server to assess the quality and suitability for production use of your Application Software. The number of End User testers that access the Testing Server is not restricted. You are responsible for the limited, correct and compliant use of the Testing Server. Solely with respect to electronic documents included with the Software Product, you may make copies (either in hardcopy or electronic form), provided that such copies are only for your use with the Software Product and are not republished or distributed to any third party.
If you are an individual person, the entitlements in this DataFlex Studio license are granted only to you. If you are a legal business entity, you may designate one named person to exercise the rights to use DataFlex Studio granted above. Your designated user shall be referred to as you in this section. The designation of one named person to exercise your license rights does not create a separate, additional license for the designated user; licensee rights and responsibilities are non-transferrable and remain yours.
1.2 LICENSE FOR DATAFLEX PERSONAL: For the purposes of the License for DataFlex Personal you means a private, individual person not acting as or on behalf of a public or private business, organization, school, for-profit or not-for-profit entity of any kind whatsoever. You may install and use DataFlex Personal on one computer of which you are the primary user. You may use DataFlex Personal to design, write, compile and test Application Software solely for personal, private, non-commercial use. You may use and incorporate into your compiled Application Software program code, modules, packages and components supplied with DataFlex Personal. DataFlex Personal includes a DataFlex Personal Windows Client with Connectivity Kit License for the personal, private, non-commercial use of your Application Software by up to three non-commercial End Users. You may distribute to third parties compiled Application Software you create solely for their personal, private, non-commercial use as long as you also provide End Users of your Application Software with 1) a copy of the Personal Windows Client with Connectivity Kit included with the Software Product, 2) your Personal License Registration Code and 3) your End User License Agreement. Your End User License Agreement must define the personal, private, non-commercial usage restrictions applicable to your Application Software.
DataFlex Personal includes a Personal DataFlex WebApp Server Lite for the development and testing of personal, private, non-commercial Web Application Software on one computer of which you are the primary user provided that such computer is not used to publish web Application Software for any third party. You may install and use the Personal DataFlex WebApp Server Lite on one Server Instance accessible to third parties via the internet provided that your Application Software is strictly for your personal, private, non-commercial use. You may not distributethe Personal Web Application Server Lite to third parties in any form or manner whatsoever.
High school, secondary school, college or university students may use DataFlex Personal in classroom learning environments of not-for-profit educational institutions provided that each student acquires his/her own unique license serial number and registration code from DAC.
Solely with respect to electronic documents included with the Software Product, you may make copies (either in hardcopy or electronic form), provided that such copies are only for your use in operating this Software Product and are not republished or distributed to any third party. If you have questions about the appropriate use of DataFlex Personal, contact DAC, the nearest Data Access Worldwide regional office or Channel Partner.
1.3 LICENSE FOR DATAFLEX WINDOWS CLIENT: You may install and/or use the DataFlex Windows Client on Personal Computers or on one or more Server Instances provided that no more than the licensed Number of End Users use the DataFlex Windows Client. If the licensed Number of End Users is one, you may not install or authorize third parties to install the DataFlex Windows Client on a Server Instance and you may not use the DataFlex Windows Client in any mode of operation that enables an End User of your Application Software to exchange data with another user of your Application Software or to share data or databases. The DataFlex Windows client is licensed solely for the execution of Windows desktop Application Software. The DataFlex Windows Client is not licensed for any form of use in which 1) End Users access the resources of the DataFlex Windows Client over the Internet or 2) End Users or other programs or processes or third-party products execute Application Software using the DataFlex Windows Client where the End User, other program or process or third party product requests and/or responses originate over the Internet or where data is served by the DataFlex Windows Client over the Internet. Notwithstanding the foregoing, the use of Windows Remote Desktop Services (formerly Windows Terminal Services), CitrixXenApp and similar remote desktop application sharing environments that enable End Users to access over the internet Windows desktop Application Software that uses the DataFlex Windows Client is licensed.
1.4 LICENSE FOR DATAFLEX WINDOWS CLIENT DISTRIBUTION: You may distribute one DataFlex Windows Client (each with a Number of End Users = one) with each copy of your Application Software provided that your Application Software license limits use of the Distributed DataFlex Windows Client to only a single End User computer system and that your Application Software does not allow your End Users to share common databases. The DataFlex Windows Client is not licensed for any form of operation in which 1) End Users access the resources of the DataFlex Windows Client over the Internet or 2) End Users or other programs or processes or third-party products execute Application Software running on the DataFlex Windows Client where the End User, other program or process or product requests and/or responses originate over the Internet or where data is served by the DataFlex Windows Client over the Internet.
1.5 LICENSE FOR DATAFLEX WEB CLIENT: The DataFlex Web Client license is an entitlement for a defined Number of Named End Users to access and use web Application Software installed on a DataFlex WebApp Server. Web Client licenses may not be shared among End Users each Named End User of the web Application Software must have an individually assigned license for a DataFlex Web Client. To enable licensed DataFlex Web Client Named End Users to access your web Application Software, You are entitled to install a DataFlex WebApp Server provided that only the licensed Named End Users use the DataFlex WebApp Server Software. Multiple instances of DataFlex WebApp Server may be installed to support a large Numbers of Named End Users. Each installed DataFlex WebApp Server used with Web Clients must have a unique serial number and registration code provided by DAC.
1.6 LICENSE FOR DATAFLEX WINDOWS/WEB COMBO CLIENT: The Windows/Web Combo Client license is an entitlement for a defined Named Number of End Users to use both a Windows Client and a Web Client according to their respective license definitions, entitlements and limitations. Windows/Web Combo Clients may not be shared amongusers each End User must be uniquely named and must have an individually assigned Combo license that cannot be used by another End User. Windows/WebCombo Client Licenses may not be unbundled and used by different groups of End Users.
1.7 LICENSE FOR DATAFLEX WEB APPLICATIONS: The license for Web Applications is an entitlement to install and use a specified Number of Web Applications on one DataFlex WebApp Server. You may install one DataFlex WebApp Server to execute the licensed Number of Applications. The Number of Web Applications installed on the DataFlex WebApp Server must not exceed the licensed Number of Web Applications authorized according tothe Software Product Price List or Product Information Document applicable to your country. Notwithstanding any other provision of this License Agreement, a DataFlex Web Application license does not include entitlement to host, operateor offer Software as a Service (SaaS) web Application Software whereby EndUsers pay recurring fees to use hosted web applications or the services of such applications via a web browser or web service. SaaS licensing terms, conditions and pricing are available. Contact Data Access Corporation, a regional DataAccess Worldwide office or Channel Partner for SaaS licensing details.
1.8 LICENSE FOR DATAFLEX CONNECTIVITY KITS: You may install and/or use DataFlex Connectivity Kits on Personal Computers or Server Instances with DataFlex Windows Clients and Application Software provided that no more than the licensed Number of End Users use the DataFlex Connectivity Kits. You may install and/or use DataFlex Connectivity Kits on Server Instances with DataFlex Web Application licenses or Web Client licenses and Application Software running on DataFlex WebApp Server provided that no more than the licensed Number of Applications or the licensed Number of named End users use the DataFlex Connectivity Kit.
To increase the Number of End Users, Number of Named End Users of Number of Applications, contact your Application Softwares developer or Data Access Corporation, a regional Data Access Worldwide office or Channel Partner.
1.9 LICENSE FOR DATAFLEX STUDIO FOR EDUCATIONAL USE: You may install the Software Product on one computer. You may use the Software Product to design, write, compile and test Application Software solely in connection with courses in the field of computer science, computer programming or application software design and development that you take at an accredited, not-for-profit educational institution. You may use and incorporate into your Application Software program code, modules, packages and components supplied with the Software Product for the purpose of creating Application Software provided that your Application Software is developed solely in connection with your education. You may not deploy or otherwise distribute to third parties compiled Application Software you create except when providing the results of your work to others involved in your education. Solely with respect to electronic documents included with the Software Product, you may make printed copies, provided that such copies are only for your use in operating this Software Product and are not republished or distributed to anythird party.
An EVALUATIONLICENSE for any DAC Software Product grants you entitlement to install and use the particular Software Product on one computer of which you are the primary user. You may use the Software Product to design, write, compile and test Application Software solely for the purpose of evaluating the Software Products suitability for your requirements. You may not deploy or otherwise distribute to third parties compiled Application Software you create with an Evaluation License except when providing the results of your work to others directly involved in the evaluation process. Solely with respect to electronic documents included with the Software Product, you may make printed copies, provided that such copies shall be only for your use in operating this Software Product and are not republished or distributed to any third party.
NOTICE: Evaluation Licenses and Educational Licenses may have specifications that vary from released commercial Software Product licenses purchased at retail. Evaluation and Educational Licenses may have internal controls that cause them to cease to operate after a certain date. Your license to use an Evaluation or Educational License expires on the first to occur of the following: a date defined in writing by Data Access Corporation or the action of an internal control that causes operation of the Software Product to cease. You accept full responsibility to know and understand the limits of your License and to ensure that the terms and conditions of the license, its specifications and time limitations, if any, are appropriate to your use of the Software Product.
You may purchase commercial versions of Evaluation and Educational Software Products to deploy or distribute compiled Application Software. Regardless of the effect of any internal controls that may or may not be present in the Software Product, if License is granted for a specific period of time, your rights to use the Software Product cease upon the expiration of the licensed period. Contact the nearest Data Access Worldwide regional office or Channel Partner for more information.
2. RESERVATION OF RIGHTS.
Except as expressly granted herein, DAC retains all right, title and interest in and to the Software Products and any copies of the Software Products, regardless of location or the form in which the copies may exist. The Software Products design, structure, organization and source code are valuable trade secrets ofDAC and its suppliers and are protected under U.S. and international copyright and trade secret laws.
All copyrights in and to the Software Products, in all forms, and all copies of the Software Products wherever situated are owned by DAC or its suppliers. The Software Products are protected by copyright laws and international treaty provisions. Therefore, you must treat the Software Products like any other copyrighted material except that you may make one copy of a properly licensed Software Product solely for inactive backup or archival purposes.
4. DESCRIPTION OF OTHER SOFTWARE PRODUCT RIGHTS AND LIMITATIONS.
You may not sublicense, reproduce, distribute, transmit, market, sell, assign, transfer, disclose, translate, modify, disassemble, or reverse engineer any Software Product by any means or in any form, or create derivative works based on theSoftware Products, or any portions thereof, or obtain possession of any source code or other technical material relating to Software Products. Notwithstanding the foregoing, if the Software Product is a DataFlex WebApp Server, use of the Software Product on a Server Instance you own or control or use via commercialInternet hosting services or so-called cloud computing services is allowed provided that the Software Product is otherwise installed and used according to the entitlements and restrictions of this License Agreement. You agree not to export the Software Products outside of the country in which it was originally licensed. You agree not to remove, alter, or obscure any copyright notices or proprietary legends contained on the media or included in the Software Products and their installation programs. You agree that the Number of End Users, Numberof Named End Users, Number of Applications or other specifications written on the invoice, purchase order, product label or other documents applicable to defining the Software Products use is incorporated into this License Agreement for the purpose of defining the limits of your use. You agree not to allow more than the licensed Number of End Users or Number of Named End Users to use the Software Product. You agree not to install or use more than the licensed Number of Applications on DataFlex WebApp Server. You agree not to interfere with or remove any technical limitations on the Number of End Users, Number of Named End Users, Number of Applications, number of terminals, workstations or personal computers, devices or other restrictions that may be incorporated into the Software Product. You further agree that although the Software Product maybe restricted by technical means, that the terms, restrictions and limitations of use defined in this License Agreement shall take precedence over any physical mechanism that restricts or attempts to restrict the use of theSoftware Product. You agree not to use a sub-component of a Software Product for any purpose other than the use licensed herein. You may distribute yourApplication Software source code to others but you may not distribute DAC source code, packages, development modules or components with your source code. If Software Product incorporates Codejock Software ActiveX controls, said controls shall be subject to the same terms and conditions, restrictions and limitations as DACs Software Product. Use of any incorporated Codejock Software ActiveX controls with any product other than DataFlex is a violation of this license agreement and is NOT licensed hereunder. If the Software Product includes the software of any third party, the third party software shall be subject to the same terms, conditions, restrictions and limitations as DACs Software Product.
5. DESCRIPTION OF TERMS AND LIMITATIONS FOR APPLICATION SOFTWARE
DAC makes no claims upon Application Software you create. Subject to the other provisions and limitations of this License Agreement, you may distribute DataFlex Windows Clients, DataFlex Web Clients, DataFlex Connectivity Kits or DataFlex WebApp Servers with Application Software you create provided that you include orotherwise provide a valid, fully paid license for each End User of your Application Software or for the Number of Applications installed on a DataFlex WebApp Server. If you do not distribute DataFlex Windows Clients, DataFlex WebClients, DataFlex Connectivity Kits or DataFlex WebApp Servers with your Application Software, your End User customers must purchase the required Software Product directly from DAC or a Data Access Worldwide Regional Office or Channel Partner. You further confirm and agree that your Application Software bears your valid copyright notice and the words Portions Copyright Data Access Corporation in the same location, type size and style as your copyright notice. You acknowledge and agree that DAC makes no representations and provides no warranty for your Application Software. You accept full responsibility for any and all aspects of your Application Software including but not limited to its specification, design, implementation, operation, function, support and maintenance. You agree that neither DAC nor its subsidiaries, affiliates, officers, directors, representatives, employees or shareholders have or shall have any responsibilities or liabilities whatsoever to you or to End Users of your Application Software. You agree to indemnify and hold DAC, its subsidiaries, affiliates, officers, directors, representatives, employees, shareholders and suppliers harmless from and against any claims or liabilities arising from or as a result of any use of your Application Software. You agree not to create or distribute Application Software that provides EndUsers or other third parties with the general capability to create ApplicationSoftware or to create and deploy databases of their own design.
6. DESCRIPTION OF ADDITIONAL SOFTWARE SUBJECT TO THIS LICENSE AGREEMENT
Unless a subsequent License Agreement is provided, the terms of this License Agreement apply to all Software Product updates, subscriptions, revisions, supplements, additional feature components, or other components that DAC may provide or make available without a specific License Agreement after the effective date of this License Agreement. By installing and using any new or updated Software Product accompanied by this License Agreement, You agree that the terms and conditions of this License Agreement replace and supersede the terms and conditions of the License Agreement originally applicable to any prior revisions of DAC Software Products still used by the licensee.
This License Agreement terminates automatically upon your failure to comply with its terms or conditions. Without prejudice to any other rights, DAC may terminate this License Agreement immediately if you fail to comply with the terms and conditions hereof. In the event of termination, you must immediately cease all use of the Software Product, cease use and/or distribution of Application Software created with the Software Products licensed herein and destroy all copies of the Software Products in your possession.
You will not ship, transfer or export, directly or indirectly, electronically or otherwise, the Software Products into any country prohibited by the United States Export Administration Act and any related regulations (the "Act"), nor will you use the Software Products for any purpose prohibited by the Act or by the laws of the United States or the country in which you are located.
9. U.S. GOVERNMENT RESTRICTED RIGHTS.
THE SOFTWARE PRODUCTS AND DOCUMENTATION ARE PROVIDED WITH RESTRICTED RIGHTS. USE, DUPLICATION, OR DISCLOSURE BY THE GOVERNMENT IS SUBJECT TO THE RESTRICTIONS SET FORTH IN SUBPARAGRAPH (C)(1)(II) OF THE RIGHTS IN TECHNICAL DATA AND COMPUTER SOFTWARE CLAUSE AT DFARS 252.227-7013 OR SUBPARAGRAPHS (C)(1) AND (2) OF THE COMMERCIAL COMPUTER SOFTWARE-RESTRICTED RIGHTS AT 48 CFR 52.227-19, AS APPLICABLE AND AS MAY BE AMENDED. MANUFACTURER IS DATA ACCESS CORPORATION/18001 OLD CUTLER ROAD/PALMETTO BAY, FL/United States 33157.
This License Agreement is the entire agreement between you and DAC and supersedes any proposal or prior agreement, offer, oral or written, in hardcopy or electronic in any form, and any other communications relating to the subject matter of this License Agreement.
Any and all fees and payments shall be exclusive of foreign, state and local use, sales, property, internet and electronic commerce taxes, whether current or future to pay any and all such taxes.
If you acquired the Software Product in the United States, this License Agreement is governed by the laws of the State of Florida. If you acquired the Software Product outside the United States, then Florida, USA law applies unless local law definitively takes precedence. The United Nations Convention on the International Sale of Goods and The United Nations Convention on the Formation of Contracts for the International Sale of Goods shall not apply to this License Agreement or the parties hereto.
Should you have any questions concerning this License Agreement, or if you desire to contact Data Access Corporation for any reason, please contact the Data Access Corporation subsidiary serving your country, or write: Data Access Corporation, 18001 Old Cutler Road, Suite 431/Palmetto Bay, Florida 33157 USA.
For a period of thirty days from the date of invoice, DAC warrants that the licensed Software Product will perform substantially in accordance with the accompanying documentation created by DAC. 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 Products are limited to ninety days. The general limited warranty varies according to the specific Software Product licensed as follows:
DataFlex Personal is provided as-is, without warranty of any kind.
DataFlex Windows Client and DataFlex Web Client Software Products are provided as-is, without warranty of any kind.
DataFlex WebApp Servers are provided as-is, without warranty of any kind.
Connectivity Kits are provided as-is, without warranty of any kind.
Evaluation Software Products are provided as-is, without warranty of any kind.
Regardless of the form or action, whether in contract, negligence, strict liability, tort, products liability, or otherwise, you agree that DACs and its suppliers entire liability and your exclusive remedy shall be, at DACs sole option, either (a) return of the license price paid, or (b) repair or replacement of the Software Product that does not meet DACs Limited Warranty as described above and which is returned to DAC with a copy of your receipt. This Limited Warranty is void if failure of the Software Product has resulted from accident, abuse, or misapplication or if the Software Product has been modified in any way whatsoever. Any replacement Software Product will be warranted for the remainder of the original warranty period or thirty (30) days, whichever is longer. Outside the United States, neither these remedies nor any product support services offered by DAC are available without proof of purchase from an authorized source. The parties acknowledge that these remedies are reasonable based on the nature of the Software Products and shall not be deemed unreasonable or to fail of their essential purpose.
NO OTHER WARRANTIES OR CONDITIONS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, DAC AND ITS SUPPLIERS DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS, WHETHER EXPRESS, STATUTORY OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE WITH REGARD TO THE SOFTWARE PRODUCTS AND ANY OTHER PRODUCTS OR GOODS PROVIDED BY DAC. THIS LIMITED WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS. YOU MAY HAVE OTHERS, WHICH VARY FROM STATE/JURISDICTION TO STATE/JURISDICTION.
NO LIABILITY FOR CONSEQUENTIAL DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL DAC, OR ITS SUPPLIERS, OFFICERS, DIRECTORS OR EMPLOYEES BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, LOSS OF GOODWILL OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE PRODUCTS, OR ANY OTHER PRODUCTS OR GOODS PROVIDED BY DAC OR ANY PORTION THEREOF, EVEN IF DAC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES AND JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
Revised: February 2016