End User License Agreement for ComponentSpace Software
This End-User License Agreement
("EULA") is a legal agreement between you (either an individual or a single
entity) and ComponentSpace Pty Ltd (“ComponentSpace”) for the ComponentSpace
software product accompanying this EULA, which includes computer software and
may include associated media, printed materials, and online or electronic
documentation ("SOFTWARE PRODUCT"). By installing, copying, or otherwise using
the SOFTWARE PRODUCT, 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, copy, or use the
SOFTWARE PRODUCT.
1. GRANT OF LICENSE
In consideration of your payment of applicable license fees, ComponentSpace
hereby grants to you, and you accept, a nonexclusive, nontransferable license
for a SINGLE SOFTWARE DEVELOPER to install, use, and display a single copy of
the SOFTWARE PRODUCT. You may move the SOFTWARE PRODUCT from one computer to
another, and the SOFTWARE PRODUCT may be resident on more than one computer at
any one time as long as it is only for the use of a SINGLE SOFTWARE DEVELOPER.
If you purchase a site license for the SOFTWARE PRODUCT (“Site License”), then
the EULA extends to include all software developers within the purchasing
organization and located at the same business address or who from time to time
telecommute from home or other locations external to the business address.
You may use the SOFTWARE PRODUCT for the purpose of developing your own
software applications, in accordance with the terms of this EULA. A copy of the
SOFTWARE PRODUCT may be made for archival or backup purposes as long as it
contains all the original SOFTWARE PRODUCT proprietary notices. You may not
sublicense, rent, distribute, lease or otherwise transfer or assign any or all
of your rights in the SOFTWARE PRODUCT. You may use the SOFTWARE PRODUCT solely
in its original form, and may not change, alter or modify the SOFTWARE PRODUCT,
translate, reverse assemble, reverse compile, disassemble, or in any way
reverse engineer the SOFTWARE PRODUCT. If bug fixes, enhancements, or updates
to the SOFTWARE PRODUCT or new versions of the SOFTWARE PRODUCT are made
available to and are obtained by you, then they shall become part of the
SOFTWARE PRODUCT and governed by the terms of this EULA. ComponentSpace
reserves all rights not expressly granted to you in this EULA.
Notwithstanding the foregoing, you may assign your rights in the SOFTWARE PRODUCT
to any individual or entity that you merge with or into or that acquires substantially
all of your assets or stock.
2. RIGHTS IN SOFTWARE PRODUCT
You acknowledge that the SOFTWARE PRODUCT and any copies, regardless of the
form or media in which the original or copies may exist, are the sole and
exclusive property of ComponentSpace; by accepting this EULA, you do not become
the owner of the SOFTWARE PRODUCT recorded on the media. You further
acknowledge that the SOFTWARE PRODUCT, including the code, logic and structure
of the SOFTWARE PRODUCT, contain valuable trade secrets belonging to
ComponentSpace. You agree to secure and protect the SOFTWARE PRODUCT consistent
with the maintenance of ComponentSpace’s rights in the SOFTWARE PRODUCT, as set
forth in this EULA.
3. COPYRIGHT
All title and copyrights in and to the SOFTWARE PRODUCT (including but not
limited to any images and text incorporated into the SOFTWARE PRODUCT), the
accompanying printed materials, and any copies of the SOFTWARE PRODUCT are
owned by ComponentSpace or its suppliers. The SOFTWARE PRODUCT is protected by
copyright laws and international treaty provisions. Therefore, you must treat
the SOFTWARE PRODUCT like any other copyrighted material. You may not copy the
printed materials, if any, accompanying the SOFTWARE PRODUCT.
4. CREATING APPLICATIONS
You may freely distribute your own applications that use the SOFTWARE PRODUCT
as a runtime component ("Applications") without payment to ComponentSpace, if
and only if the Applications: (a) contain only the runtime component of the
SOFTWARE PRODUCT; and (b) contain no modifications to the SOFTWARE PRODUCT
(including alterations to the original proprietary notices); and (c) do not
provide substantially the same functionality as the SOFTWARE PRODUCT or have as
one of their purposes to build other software that would compete with the
SOFTWARE PRODUCT; and (d) do not reproduce or distribute any portion of the
documentation for the SOFTWARE PRODUCT or document the Application in a manner
that identifies the programmatic interface to the SOFTWARE PRODUCT; and (e) are
subject to a license agreement that (i) limits Application end-users use of the
SOFTWARE PRODUCT to a runtime component, (ii) restricts the Application
end-user from changing, altering or modifying the SOFTWARE PRODUCT, creating
derivative works, translations, reverse assembling, reverse compiling,
disassembling, or in any way reverse engineering the SOFTWARE PRODUCT, and
(iii) prevents the Application end-user from sublicensing, renting,
distributing, leasing or otherwise transferring or assigning any portion of the
SOFTWARE PRODUCT other than as specifically permitted in this EULA.
5. EXAMPLE APPLICATIONS
Solely with respect to those portions of the SOFTWARE PRODUCT identified as
example code ("Example Code"), ComponentSpace also grants you the right to use
and modify the Example Code for the sole purposes of designing, developing, and
testing software product(s), and to reproduce and distribute the Example Code,
along with any modifications thereof, provided that you agree to: (A)
distribute the Example Code only in conjunction with and as a part of a software
application product or Web page developed by you that adds significant and
primary functionality or design to the Example Code ("Application"); (B) not use
ComponentSpace’s name, logo, or trademarks to market the Application; (C)
include a valid copyright notice on the Application; (D) indemnify, hold
harmless, and defend ComponentSpace from and against any claims or lawsuits,
including attorney's fees, that arise or result from the use or distribution of
the Application; (E) not permit further distribution of the Example Code by your
end user.
6. TERM
This EULA shall be perpetual unless you fail to observe any of its terms, in
which case it shall terminate immediately, and without additional prior notice,
provided, however, that copies of the runtime component of the SOFTWARE PRODUCT
that are part of the Applications licensed to third parties may be retained by
such licensed third parties in accordance with this EULA. Upon termination or
expiration of this EULA, you shall destroy the original and all copies,
complete or partial, of the SOFTWARE PRODUCT, and shall not access such media
for the purpose of recovering any of the SOFTWARE PRODUCT. The terms of
Sections 2, 3, 7, 8, 9, 10, 11, 12, 13 and 14 shall survive termination of this
EULA.
7. U.S. GOVERNMENT RESTRICTED RIGHTS
The SOFTWARE PRODUCT and documentation are provided with RESTRICTED RIGHTS.
Use, duplication, or disclosure by the Government is subject to restrictions as
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. Manufacturer is ComponentSpace/PO Box 420/Robina, QLD
4226/Australia.
8. EXPORT RESTRICTIONS
You agree that neither you nor your customers intend to or will, directly or
indirectly, export or transmit (i) the SOFTWARE PRODUCT or related
documentation and technical data or (ii) your software product, or process, or
service that is the direct product of the SOFTWARE PRODUCT, to any country to
which such export or transmission is restricted by any applicable U.S.
regulation or statute, without the prior written consent, if required, of the
Bureau of Export Administration of the U.S. Department of Commerce, or such
other governmental entity as may have jurisdiction over such export or
transmission.
9. DISCLAIMER OF WARRANTY
THE SOFTWARE PRODUCT IS PROVIDED "AS-IS," WITHOUT WARRANTY OF ANY KIND, AND ANY
USE OF THE SOFTWARE PRODUCT IS AT YOUR OWN RISK. To the maximum extent
permitted by applicable law, ComponentSpace and its suppliers disclaim all
warranties AND CONDITIONS, either express or implied, including, but not
limited to, implied warranties AND CONDITIONS of merchantability, fitness for a
particular purpose, TITLE, AND NON-INFRINGEMENT, with regard to the SOFTWARE
PRODUCT.
10. LIMITATION ON LIABILITY
To the maximum extent permitted by applicable law, in no event shall
ComponentSpace or its suppliers 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, or any other pecuniary loss) arising out of the use of or
inability to use the SOFTWARE PRODUCT, even if ComponentSpace has been advised
of the possibility of such damages. In no event shall ComponentSpace’s
liability exceed the price paid to ComponentSpace for the SOFTWARE PRODUCT.
11. INDEMNIFICATION
You hereby agree to indemnify ComponentSpace and its officers, directors,
employees, agents, and representatives from each and every demand, claim, loss,
liability, or damage of any kind, including actual attorneys fees, whether in
tort or contract, that it or any of them may incur by reason of, or arising out
of, any claim which is made by any third party with respect to any breach or
violation of this EULA by you or any claims based on the SOFTWARE PRODUCT
included therein.
12. ENTIRE AGREEMENT
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS LICENSE, UNDERSTAND IT, AND AGREE TO BE
BOUND BY ITS TERMS AND CONDITIONS. YOU ALSO AGREE THAT THIS LICENSE IS THE
COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN COMPONENTSPACE AND
YOU, WHICH SUPERSEDES ANY PROPOSAL, PRIOR AGREEMENT, OR LICENSE, ORAL OR
WRITTEN, AND ANY OTHER COMMUNICATIONS RELATING TO THE SUBJECT MATTER OF THIS
EULA.
13. MISCELLANEOUS
If any term of this EULA shall be found invalid, the term shall be modified or
omitted to the extent necessary, and the remainder of the EULA shall continue
in full effect.
14. GOVERNING LAW
This EULA will be governed by the laws in force in the State of Queensland,
Australia and all disputes shall have exclusive venue in the federal and state
courts in Queensland, and both parties consent to the jurisdiction of these
courts.