End User License Agreement for SavvyUI component library

SavvyUI is a product of Agnitech Inc.

IMPORTANT – PLEASE READ THIS END USER LICENSE AGREEMENT (THE “AGREEMENT”) CAREFULLY BEFORE ATTEMPTING TO DOWNLOAD OR USE ANY SOFTWARE, DOCUMENTATION, OR OTHER MATERIALS MADE AVAILABLE THROUGH THIS WEB SITE (SavvyUI.com), OR ANY OTHER WEBSITE HOSTING SavvyUI PRODUCT(S). THIS AGREEMENT CONSTITUTES A LEGALLY BINDING AGREEMENT BETWEEN YOU OR THE COMPANY WHICH YOU REPRESENT AND ARE AUTHORIZED TO BIND (the “Licensee” or “You”), AND AGNITECH CORPORATION (“SavvyUI” or “Licensor”). BY DOWNLOADING OR USING the SavvyUI LIBRARIES, YOU ACKNOWLEDGE THAT YOU HAVE READ AND AGREE TO THIS LICENSE AGREEMENT. IF YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. BY PURCHASING, DOWNLOADING, INSTALLING OR OTHERWISE USING THE SOFTWARE MADE AVAILABLE BY AGNITECH THROUGH THIS WEB SITE, YOU ACKNOWLEDGE (1) THAT YOU HAVE READ THIS AGREEMENT, (2) THAT YOU UNDERSTAND IT, (3) THAT YOU AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS, AND (4) TO THE EXTENT YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY, YOU HAVE THE POWER AND AUTHORITY TO BIND THAT COMPANY.

Other component library authors are not allowed to use the Software (as defined below) without the express permission of SavvyUI/Agnitech. If You or the company You represent is a component library author or vendor, You may not purchase a license for or use the Software unless You contact SavvyUI/Agnitech directly and obtain permission.

This is a license agreement and not an agreement for sale.

1. Software License

1.1 License Grant. Subject to the terms and conditions set forth in this Agreement, SavvyUI hereby grants to Licensee and Licensee hereby accepts, a limited, non-transferable, perpetual,  sublicenseable (solely as set forth in Section 1.3), non-exclusive license (the “License”) to use the SavvyUI computer software identified as SavvyUI Component Library and any updates, upgrades, modifications and error corrections thereto provided to Licensee (the “Programs”) and any accompanying documentation (the “Documentation”, together with the Programs, collectively the “Software”) solely as specified in this Agreement. You are granted either a Trial License pursuant to Section 1.4 or a Developer License with Updates and Support pursuant to Section 1.5.

For purposes of this Agreement:

“Integrated Products” means Your proprietary software applications which: (i) are developed by Your Licensed Developers; (ii) add substantial functionality beyond the functionality provided by the incorporated components of the Programs; and (iii) are not commercial alternatives for, or competitive in the marketplace with, the Software or any components of the Software.

“Licensed Developers” means Your employees or third-party contractors authorized to develop software specifically for You using the Software in accordance with this Agreement.

1.2 Scope of Use. The Software is licensed, not sold, on a per-seat basis. The number of Licensed Developers using the Software must correspond to the maximum number of License seats You have purchased from SavvyUI hereunder. This means that, at any given time, the number of Licensed Developers cannot exceed the number of License seats that You have purchased from SavvyUI and for which You have paid SavvyUI all applicable License Fees pursuant to this Agreement. 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 or other storage device). Your Licensed Developers may install the Software on multiple machines, so long as the Software is not being used simultaneously for development purposes at any given time by more Licensed Developers than You have License seats. You are not limited by the number of License seats with respect to how many individuals within Your organization may access and use the Software for testing and building purposes. You may also embed copies of the Programs in Your Integrated Products that You license and distribute to Your own end-user licensees, including but not limited to, Your employees (“Authorized End-Users”), solely in accordance with the requirements set forth in Section 1.3 below.

1.3 License for Redistribution

1.3.1 License Grant. If You have purchased a Developer License, subject to the terms of this Agreement, You are granted a limited, nontransferable, royalty-free license to redistribute and sublicense the use of the Programs solely to Authorized End-Users: (i) in object code form only; (ii) as embedded within Your Integrated Product for internal company use, hosted applications, websites, commercial solutions deployed at Your Authorized End Users sites, or shrink- or click-wrapped software solutions; and (iii) pursuant to an end user license agreement or terms of use that: imposes the limitations set forth in this paragraph on Your Authorized End-Users; prohibits distribution of the Programs by Your Authorized End-Users; limits the liability of Your licensors or suppliers to the maximum extent permitted by applicable law; and prohibits any attempt to disassemble the code, or attempt in any manner to reconstruct, discover, reuse or modify any source code or underlying algorithms of the Programs, except to the limited extent as is permitted by law notwithstanding contractual prohibition.  Notwithstanding subsection 1.3.1(iii), if the only Authorized End-Users of Your Integrated Product are Your employees and such use is internal and solely for Your benefit, You are not required to utilize an end user license agreement or terms of use. In no event are You allowed to distribute the Software or sublicense its use (a) in any format other than in object form, (b) as a standalone product, or (c) as a part of any product other than Your Integrated Product.

1.3.2 The foregoing license to redistribute the Programs is conditioned upon the following:

1.3.2.1 You hereby acknowledge and agree that You are solely responsible for Your Authorized End-User’s use of the Programs in accordance with the limitations set forth in subsection 1.3.1 (iii) and liable for such Authorized End-User’s breach of such limitations

1.3.2.2 You must ensure that the Software is not distributed in any form that allows it to be reused by any application other than Your Integrated Product. In addition to the distribution limitations herein. For use of the Software in design-time (i.e. within a development environment such as Microsoft Visual Studio) Your Authorized End-Users need to purchase Developer Licenses from SavvyUI.

1.3.2.3 You must prohibit Your Authorized End-Users from using the Software independently from Your Integrated Products, or from decompiling, reverse engineering or otherwise seeking to discover the source code of the Programs.

1.3.2.4 You must include a valid copyright message in Your Integrated Products in a location viewable by Authorized End-Users (e.g. “About” box) that will serve to protect SavvyUI’ copyright and other intellectual property rights in the Software.

1.3.2.5 You are not allowed to, and are expressly prohibited from granting Your Authorized End-Users any right to further sublicense the Software.

1.4 Trial License

1.4.1 License Grant. If You download the free Trial License, then, subject to the terms and conditions set forth in this Agreement, Licensor hereby grants to Licensee and Licensee hereby accepts a license for evaluation purposes only. You are authorized to install, copy, and use the Software for the sole purpose of testing its functionality. You are not allowed to integrate it in end products or use it for any commercial or productive purpose.

1.4.2 Support. Support for a Trial License is provided through blogs, and other online resources that are made available by SavvyUI.com, and any other third party that volunteers information related to the developer us of the SavvyUI product(s).

1.4.2.1 Support Package Fair Usage Policy. SavvyUI may limit or terminate Your access to any or all of the support services available under the Trial support package if Your use of the support services is determined by SavvyUI, in its sole and reasonable discretion, to be excessive.

1.4.3 Updates. Updates are available for free download. This policy may change without notice at any time.

1.4.4 THE TRIAL VERSION OF THE SOFTWARE IS LICENSED ‘AS IS’. YOU BEAR THE RISK OF USING IT. AGNITECH GIVES NO EXPRESS WARRANTIES, GUARANTEES OR CONDITIONS. YOU MAY HAVE ADDITIONAL RIGHTS UNDER YOUR LOCAL LAWS WHICH THIS AGREEMENT CANNOT CHANGE. TO THE EXTENT PERMITTED UNDER YOUR LOCAL LAWS, AGNITECH EXCLUDES THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

1.5 Developer License with Updates and Support

1.5.1 License Grant. If You purchase a Developer License with Updates and Support, then, subject to the terms and conditions set forth in this Agreement, Licensor hereby grants to Licensee and Licensee hereby accepts, a limited, non-transferable, perpetual, royalty-free, sublicenseable (solely as set forth in Section 1.3), non-exclusive license to install, use, include with Integrated Products and redistribute the Programs in executable, object code form only. The Developer License includes access to certain source code for the Programs as set forth in Section 1.5.4. In addition, for a period of one (1) year from the date on which You purchase the License (Your initial “Subscription Period”), You will receive minor and major updates for the Software, and the applicable support package, each as described in further detail below.

1.5.2 Support Package. As part of Your Developer License, during Your Subscription Period, You are entitled to receive support for the SavvyUI component library by email, subject to the limitations and restrictions described in the following Fair Usage Policy. You will lose the right to receive support and updates at the end of your Subscription Period, unless you renew your access to updates and support for additional Subscription Period(s) with SavvyUI at additional cost.

1.5.2.1 Support Package Fair Usage Policy. SavvyUI may limit or terminate Your access to any or all of the support services if Your use of the support services is determined by SavvyUI, in its sole and reasonable discretion, to be excessive.

1.5.2.2 In no event will SavvyUI provide support of any kind to Your Authorized End-Users.

1.5.3 Updates. During the Subscription Period, You are eligible to receive all major updates and minor updates for the version of the Software that You license hereunder. Updates replace and/or supplement (and may disable) the version of the Software that formed the basis for Your eligibility for the update. You may use the resulting updated Software only in accordance with the terms of this License.

1.5.4 Source Code for the Software. The SavvyUI component library is provided in a binary format, compressed format, no source code is made available to Licencees at this time.

1.5.4.1 While SavvyUI does not claim any ownership rights in Your Integrated Products, in the event that the SavvyUI source code is made available to licensee, any modifications You develop to the Program source code will be the exclusive property of SavvyUI, and You agree to and hereby do assign all right, title and interest in and to such modifications and all rights associated therewith to SavvyUI.

1.5.4.2 If and when the source code is made available to you, you will be entitled to use modifications of the Program’s source code developed by You under the terms of this Agreement and SavvyUI hereby grants You a license to use such modifications pursuant to Section 1.5.

1.5.4.3 If and when the source code is made available to you, you acknowledge that the Program’s source code is confidential and contains valuable and proprietary trade secrets of SavvyUI. Under no circumstances may any portion of the Program’s source code or any modified version of the source code be distributed, disclosed or otherwise made available to any third party.

1.5.4.4 If and when the source code is made available, SavvyUI DOES NOT provide technical support for any source code that has been modified by any party other than SavvyUI.

1.5.4.5 If and when the source code is made available, the Program’s source code is provided “as is”, without warranty of any kind. Refunds are not available for any licenses.

1.5.5 Support and Maintenance Auto Renewal Program

1.5.5.1 You may elect to enroll in the Support and Maintenance Auto Renewal Program at any time. By enrolling in the Support and Maintenance Auto Renewal Program, you understand and agree that Your access to updates and support will automatically renew for subsequent one-year Subscription Periods for the entire time that You remain actively enrolled in the Support and Maintenance Auto Renewal Program.

1.5.5.2 As a condition of Your initial and continued enrollment in the Support and Maintenance Auto Renewal Program, You agree to keep Your credit card, billing, and contact information up-to-date at all times via Your Account. You may change Your auto renewal preference at any time within Your Account or by contacting SavvyUI directly. SavvyUI may switch Your auto renewal preference to “off” at any time SavvyUI determines or suspects that Your credit card, billing, and/or contact information is out of date, inaccurate, or fraudulent. SavvyUI may disable or discontinue the Auto Renewal Program at any time for any reason without providing advance notice to You.

1.5.5.3 Access to updates and support is sold and invoiced by SavvyUI. ONCE YOU HAVE ENROLLED IN THE SUPPORT AND MAINTENANCE AUTO RENEWAL PROGRAM, UNLESS YOU SET THE SUBSCRIPTION AUTO RENEWAL PREFERENCE TO “OFF” IN YOUR ACCOUNT PRIOR TO THE END OF YOUR EXISTING SUBSCRIPTION PERIOD, YOUR ACCESS TO UPDATES AND SUPPORT WILL AUTOMATICALLY RENEW, AND YOU AUTHORIZE AGNITECH (WITHOUT NOTICE) TO COLLECT THE THEN-APPLICABLE FEE AND ANY TAXES FOR THE RENEWAL SUBSCRIPTION PERIOD, USING THE CREDIT CARD OR BILLING CREDENTIALS THAT YOU PROVIDED WITH RESPECT TO YOUR INITIAL PURCHASE AND/OR YOUR ENROLLMENT IN THE SUPPORT AND MAINTENANCE AUTO RENEWAL PROGRAM.

1.5.5.4 All payments are non-refundable.

2. License Limitations

2.1 You are not allowed to use, copy, modify, distribute, resell, transfer, rent, lease, or sublicense the Software and Your associated rights except as expressly permitted in this Agreement. Under no circumstances shall You grant further redistribution or sublicense rights to Authorized End-Users or redistribute any source code of the Programs to any Authorized End-User or third party.

2.2 You may not use the SavvyUI product names, logos or trademarks to market Your Integrated Product.

2.3 Except to the limited extent as is permitted by law notwithstanding contractual prohibition, You are not allowed to disassemble, decompile or “unlock”, decode or otherwise reverse translate or engineer, or attempt in any manner to reconstruct or discover any source code or underlying algorithms of the Programs that is provided to You in object code form only.

3. Delivery

Agnitech shall make SavvyUI available for download through announced channels on the SavvyUI.com website.

4. Term and Termination

This Agreement and the License granted hereunder shall continue until terminated in accordance with this Section. Unless otherwise specified in this Agreement, the License granted hereunder shall last as long as You use the Software in compliance with the terms herein. Unless otherwise prohibited by law, and without prejudice to SavvyUI’ other rights or remedies, SavvyUI shall have the right to terminate this Agreement and the License granted hereunder immediately if You breach any of the material terms of this Agreement, and You fail to cure such material breach within thirty (30) days of receipt of notice from SavvyUI. Upon termination of this Agreement, all Licenses granted to You hereunder shall terminate automatically and You shall immediately cease use and distribution of the Programs; provided, however, that any sublicenses granted to Your Authorized End-Users in accordance with Section 1.3 shall survive such termination. You must also destroy (i) all copies of the Programs not integrated into a live, functioning instance(s) of Your Integrated Product(s) already installed, implemented and deployed for Your Authorized End-User(s), and (ii) any product and company logos provided by SavvyUI in connection with this Agreement.

5. Product Discontinuance

SavvyUI reserves the right to discontinue the Software or any component of the Software, whether offered as a standalone product or solely as a component, at any time. However, SavvyUI is obligated to provide support in accordance with the terms set forth in this Agreement for discontinued Software or components for a period of one (1) year after the date of discontinuance.

6. Intellectual Property

All title and ownership rights in and to the Software (including but not limited to any images, photographs, animations, video, audio, music, or text embedded in the Software), the intellectual property embodied in the Software, and any trademarks or service marks of SavvyUI that are used in connection with the Software are and shall at all times remain exclusively owned by SavvyUI and its licensors. All title and intellectual property rights in and to the content that 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 Agreement grants You no rights to use such content. Any open source software that may be delivered by SavvyUI embedded in or in association with SavvyUI products is provided pursuant to the open source license applicable to the software and subject to the disclaimers and limitations on liability set forth in such license.

7. Collection and Use of Data

SavvyUI does not collect any data other than the licensees' information for the sole purpose of determining the validity licenses issued to licensees.

8. Limited Warranty

Except as specified in Section 1.4.4 (Trial License), SavvyUI/Agnitech warrants solely that the Software will perform substantially in accordance with the accompanying written materials for a period of ninety (90) days after the date on which You purchase the License for the Software. SavvyUI does not warrant the use of the Software will be uninterrupted or error free at all times and in all circumstances, nor that program errors will be corrected. This limited warranty shall not apply to any error or failure resulting from (i) machine error, (ii) Licensee’s failure to follow operating instructions, (iii) negligence or accident, or (iv) modifications to the Software by any person or entity other than SavvyUI. In the event of a breach of warranty, Licensee’s sole and exclusive remedy and SavvyUI’ sole and exclusive obligation, is repair of all or any portion of the Software. If such remedy fails of its essential purpose, Licensee’s sole remedy and SavvyUI’ maximum liability shall be a refund of the paid purchase price for the defective Software only. This limited warranty is only valid if SavvyUI receives written notice of breach of warranty no later than thirty (30) days after the warranty period expires. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION 8, AGNITECH DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

9. Limitation of Liability

To the maximum extent permitted by applicable law, in no event will SavvyUI/Agnitech be liable for any indirect, special, incidental, or consequential damages arising out of this Agreement, including, without limitation, damages for loss of goodwill, work stoppage, computer failure or malfunction, or any and all other commercial damages or losses, even if advised of the possibility thereof, and regardless of the legal or equitable theory (contract, tort or otherwise) upon which the claim is based. In any case, SavvyUI’ entire liability under any provision of this Agreement shall not exceed in the aggregate the sum of the license fees Licensee paid to SavvyUI for the Software giving rise to such damages, notwithstanding any failure of essential purpose of any limited remedy. Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so this exclusion and limitation may not be applicable. SavvyUI is not responsible for any liability arising out of content provided by Licensee or a third party that is accessed through the Software and/or any material linked through such content. Any data included in the Software upon shipment from SavvyUI is for testing use only and SavvyUI hereby disclaims any and all liability arising therefrom. The extent of SavvyUI’ liability for the limited warranty section shall be as set forth therein.

10. Indemnity

You agree to indemnify, hold harmless, and defend SavvyUI and its resellers from and against any and all claims, lawsuits and proceedings (collectively “Claims”), and all expenses, costs (including attorney's fees), judgments, damages and other liabilities resulting from such Claims, that arise or result from (i) Your use of the Software in violation of this Agreement, (ii) the use or distribution of Your Integrated Product or (iii) Your modification of the Program’s source code.

11. Confidentiality

Except as otherwise provided herein, each party expressly undertakes to retain in confidence all information and know-how transmitted or disclosed to the other that the disclosing party has identified as being proprietary and/or confidential or that, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as proprietary and/or confidential, and expressly undertakes to make no use of such information and know-how except under the terms and during the existence of this Agreement. However, neither party shall have an obligation to maintain the confidentiality of information that: (i) it received rightfully from a third party without an obligation to maintain such information in confidence; (ii) the disclosing party has disclosed to a third party without any obligation to maintain such information in confidence; (iii) was known to the receiving party prior to its disclosure by the disclosing party; or (iv) is independently developed by the receiving party without use of the confidential information of the disclosing party. Further, either party may disclose confidential information of the other party as required by governmental or judicial order, provided such party gives the other party prompt written notice prior to such disclosure and complies with any protective order (or equivalent) imposed on such disclosure. Without limiting the foregoing, Licensee shall treat any source code for the Programs as confidential information and shall not disclose, disseminate, or distribute such materials to any third party without SavvyUI’ prior written permission. Each party’s obligations under this Section 11 shall apply at all times during the term of this Agreement and for five (5) years following termination of this Agreement, provided, however, that (i) obligations with respect to source code shall survive in perpetuity and (ii) trade secrets shall be maintained as such until they fall into the public domain.

12. Governing Law

This License will be governed by the law of the state of California, U.S.A., without regard to the conflict of laws principles thereof. If any dispute, controversy, or claim cannot be resolved by a good faith discussion between the parties, then it shall be submitted for resolution to a state or Federal court or competent jurisdiction in Orange County, California, USA, and the parties hereby agree to submit to the jurisdiction and venue of such court. The Uniform Computer Information Transactions Act and the United Nations Convention on the International Sale of Goods shall not apply to this Agreement. Failure of a party to enforce any provision of this Agreement shall not constitute or be construed as a waiver of such provision or of the right to enforce such provision.

13. Entire Agreement

This Agreement shall constitute the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous communications regarding the subject matter hereof. Use of any purchase order or other Licensee document in connection herewith shall be for administrative convenience only and all terms and conditions stated therein shall be void and of no effect unless otherwise agreed to in writing by both parties. In cases where this license is being obtained through an approved third party, these terms shall supersede any third party license or purchase agreement.

14. No Assignment

You may not assign, sublicense, sub-contract, or otherwise transfer this Agreement, or any rights or obligations under it, without SavvyUI’ prior written consent.

15. Survival

Any provisions of the Agreement containing license restrictions, including but not limited to those related to the Program source code, warranties and warranty disclaimers, confidentiality obligations, limitations of liability and/or indemnity terms, and any provision of the Agreement which, by its nature, is intended to survive shall remain in effect following any termination or expiration of the Agreement.

16. Severability

If a particular provision of this Agreement is terminated or held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, this Agreement shall remain in full force and effect as to the remaining provisions.

17. Force Majeure

Neither party shall be deemed in default of this Agreement if failure or delay in performance is caused by an act of God, fire, flood, severe weather conditions, material shortage or unavailability of transportation, government ordinance, laws, regulations or restrictions, war or civil disorder, or any other cause beyond the reasonable control of such party.

18. Export Classifications

You expressly agree not to export or re-export SavvyUI Software or Your Integrated Product to any country, person, entity or end user subject to U.S. export restrictions. You specifically agree not to export, re-export, or transfer the Software to any country to which the U.S. has embargoed or restricted the export of goods or services, or to any national of any such country, wherever located, who intends to transmit or transport the products back to such country, or to any person or entity who has been prohibited from participating in U.S. export transactions by any federal agency of the U.S. government. You warrant and represent that neither the U.S.A. Bureau of Export Administration nor any other federal agency has suspended, revoked or denied Your export privileges.

19. Commercial Software

The Programs and the Documentation are "Commercial Items", as that term is defined at 48 C.F.R. §2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation", as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. Unpublished-rights reserved under the copyright laws of the United States.

20. Reports and Audit Rights

Licensee shall grant SavvyUI audit rights against Licensee twice within a calendar three hundred and sixty-five (365) day period upon two weeks written notice, to verify Licensee’s compliance with this Agreement.  Licensee shall keep adequate records to verify Licensee’s compliance with this Agreement.

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, THAT YOU UNDERSTAND THIS AGREEMENT, AND UNDERSTAND THAT BY CONTINUING THE INSTALLATION OF THE SOFTWARE PRODUCT, BY LOADING OR RUNNING THE SOFTWARE PRODUCT, OR BY PLACING OR COPYING THE SOFTWARE ONTO YOUR COMPUTER HARD DRIVE, YOU AGREE TO BE BOUND BY THIS AGREEMENT’S TERMS AND CONDITIONS. YOU FURTHER AGREE THAT, EXCEPT FOR WRITTEN SEPARATE AGREEMENTS BETWEEN AGNITECH AND YOU, THIS AGREEMENT IS A COMPLETE AND EXCLUSIVE STATEMENT OF THE RIGHTS AND LIABILITIES OF THE PARTIES.