|
|
 |
 |
|
 |
 |
|
|
JTransitTM Compiler, JTransit Runtime Library, JTransit Starter Package
BY CLICKING THE ACCEPTANCE BUTTON OR INSTALLING OR USING THE PROPRIETARY SOFTWARE PRODUCTS IDENTIFIED ABOVE THAT ARE LISTED ON THE PRODUCT SCHEDULE OR INVOICE (THE "PRODUCT(S)"), THE INDIVIDUAL OR ENTITY LICENSING THE PRODUCT(S) ("LICENSEE") IS CONSENTING TO BE BOUND BY AND IS BECOMING A PARTY TO THIS AGREEMENT. IF LICENSEE DOES NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, THE BUTTON INDICATING NON-ACCEPTANCE MUST BE SELECTED, AND LICENSEE MUST NOT INSTALL OR USE THE SOFTWARE.
Grant. Subject to the terms and conditions contained herein and payment of applicable license fees, JTransitTM, Inc. ("JTransit" or "Licensor") hereby grants to Licensee a non-exclusive license to use the version(s) of the Products identified above as detailed in the Product Schedule or Invoice, and related documentation ("Documentation"). The Product Schedule indicates the specific extent of the license granted for each license fee paid. The acceptance of any purchase order placed by you for the Products and/or Documentation is expressly made conditional on Licensee's assent to the terms and conditions set forth herein, and not those containd in Licensee's purchase order.
Evaluation Only, Trial License Restrictions. If you have received the Products for use with an evaluation or trial license ("Trial License") the following restrictions apply: The Products and Documentation are provided for evaluation purposes only. The Trial License provides a non-exclusive, non-transferable, revocable license to use the Products and Documentation for evaluation purposes only. Trial Licenses will typically be functional for 15 to 30 days and will cease to function on specified expiration dates. Within five (5) days following the expiration date, Licensee must return to JTransit, or destroy, all copies of the Products and Documentation.
Fees and Taxes. Granting of any license is contingent upon payment in full of non-refundable service and license fees. All sales are final. If Licensee is purchasing a license for the Products directly from JTransit, all fees are exclusive of taxes, withholdings, duties or levies (collectively herein "Levies"), however designated or computed, and Licensee shall be responsible for paying all such Levies except for taxes based on JTransit's net income. If Licensee is exempt from such Levies, Licensee shall provide to JTransit a valid tax or other Levy exemption certificate acceptable to the taxing or other levying authority.
Proprietary Rights. Title, ownership rights, and intellectual property rights in the Products shall remain in JTransit. Licensee acknowledges such ownership and intellectual property rights and will not take any action to jeopardize, limit or interfere in any manner with JTransit's ownership of or rights with respect to the Products. The Products are protected by copyright and other intellectual property laws and by international treaties. Title and related rights in the content accessed through the Products are the property of the applicable content owner and are protected by applicable law. The license granted under this Agreement gives Licensee no rights to such content.
Restrictions. Except as otherwise expressly permitted in this Agreement, Licensee may not: (a) modify or create any derivative works of any Products or documentation, including translation or localization; (b) decompile, disassemble, reverse engineer, or otherwise attempt to derive the source code for any Product (except to the extent applicable by laws that specifically prohibit such restriction); (c) redistribute, encumber, sell, rent, lease, sublicense, use the Products in a timesharing or service bureau arrangement, or otherwise transfer rights to any Product; (d) copy any Product (except for an archival copy which must be stored on media other than a computer hard drive) or documentation (copies shall contain all the notices regarding proprietary rights that were contained in the Product(s) originally delivered by Licensor); (e) remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in the Product(s); (f) modify any header files or class libraries in any Product; or (g) use any Product on more computers than the number licensed, or by more developers than the number licensed, as applicable. This license does not grant you any right to any enhancement or update to the Software. Enhancements and updates, if available, may be obtained at JTransit's then current standard pricing, terms, and conditions.
Support and Upgrades. Unless otherwise indicated on the Product Schedule or Invoice, technical support via electronic mail (email) is provided for the specific product purchased for a period of ninety (90) days from the date of purchase. Upgrades to the specific Software purchased and its documentation, if any, are provided for a period of ninety (90) days from the date of purchase. Technical support and upgrades, if any, beyond the provided period of ninety (90) days are not included and may be obtained at JTransit's then current standard pricing, terms, and conditions.
Records and Audit. Licensee shall maintain accurate records as necessary to verify compliance with this Agreement. Licensor may conduct one or more audits to verify such compliance. Audits will be conducted during normal business hours. All audits shall be conducted at Licensor's expense unless the results establish that Licensee has underpaid Licensor by more than 5% of the amount actually due, in which case Licensee shall pay all amounts due and bear the expense of the audit.
Term and Termination. This Agreement shall continue as long as Licensee is in compliance with the provisions herein, including payment of all applicable fees. Either party may terminate this Agreement immediately in the event of default by the other party. Upon any termination of this Agreement, Licensee shall immediately discontinue the use of the Software and shall within ten (10) days return to JTRANSIT all copies of the Software and Documentation. Licensee may also terminate this Agreement at any time by destroying the Software and Documentation and all copies thereof. Licensee's obligations to pay accrued charges and fees shall survive any termination of this Agreement. Upon any termination of this agreement, Licensee agrees that Licensor will provide no refunds for any service or license fees.
DISCLAIMER OF WARRANTIES. THE PRODUCTS ARE PROVIDED "AS IS". JTransit MAKES NO WARRANTIES TO ANY PERSON OR ENTITY WITH RESPECT TO THE PRODUCTS OR DOCUMENTATION AND DISCLAIMS ALL WARRANTIES WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, WITH RESPECT TO THE JTransit PRODUCTS INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. Some states or jurisdictions do not allow the exclusion of implied warranties, so the above limitation may not apply to you. Some States and Jurisdictions provide for specific warranties that vary from state to state or by jurisdiction, which cannot be disclaimed.
LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, TORT, CONTRACT, OR OTHERWISE, SHALL JTransit OR ITS SUPPLIERS OR RESELLERS BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES, OR FOR ANY DAMAGES IN EXCESS OF JTransit'S LIST PRICE FOR A LICENSE TO THE PRODUCTS AND DOCUMENTATION, EVEN IF JTransit SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY. THIS LIMITATION OF LIABILITY SHALL NOT APPLY TO LIABILITY FOR DEATH OR PERSONAL INJURY TO THE EXTENT APPLICABLE LAW PROHIBITS SUCH LIMITATION. FURTHERMORE, SOME STATES AND JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
High Risk Activities. The Product(s) are not fault-tolerant and are not designed, manufactured or intended for use or resale as on-line control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, direct life support machines, or weapons systems, in which the failure of any Product could lead directly to death, personal injury, or severe physical or environmental damage ("High Risk Activities"). Accordingly, Licensor and its suppliers specifically disclaim any express or implied warranty of fitness for High Risk Activities. Licensee agrees that Licensor and its suppliers will not be liable for any claims or damages arising from the use of any Product in such applications.
Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California. In the event of any conflict between foreign laws, rules and regulations and those of the United States, the laws, rules and regulations of the United States shall govern. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. Exclusive jurisdiction and venue for any litigation arising under this Agreement is in the federal and state courts located in San Francisco County, California and both parties hereby consent to such jurisdiction and venue for this purpose.
Export Control. Licensee agrees to comply with all export laws and restrictions and regulations of any United States or foreign agency or authority, and not to export or re-export any Product or any direct product thereof in violation of any such restrictions, laws or regulations, or without all necessary approvals. As applicable, each party shall obtain and bear all expenses relating to any necessary licenses and/or exemptions with respect to its own export of the Product from the U.S. Licensee acknowledges that neither the Product nor the underlying information or technology may be downloaded or otherwise exported or re-exported (i) into Cuba, Iran, Iraq, Libya, North Korea, Sudan, Syria or any other country subject to U.S. trade sanctions covering the Product, to individuals or entities controlled by such countries, or to nationals or residents of such countries other than nationals who are lawfully admitted permanent residents of countries not subject to such sanctions; or (ii) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals and Blocked Persons or the U.S. Commerce Department's Table of Denial Orders. By downloading or using the Product, Licensee represents and warrants that it complies with these conditions.
If the Product(s) are identified as being not-for-export (for example, on the box, media or in the installation process), then, unless Licensee has an exemption from the United States government, the following applies: EXCEPT FOR EXPORT TO CANADA FOR USE IN CANADA BY CANADIAN CITIZENS, THE PRODUCT(S) AND ANY UNDERLYING ENCRYPTION TECHNOLOGY MAY NOT BE EXPORTED OUTSIDE THE UNITED STATES OR TO ANY FOREIGN ENTITY OR "FOREIGN PERSON" AS DEFINED BY U.S. GOVERNMENT REGULATIONS, INCLUDING WITHOUT LIMITATION, ANYONE WHO IS NOT A CITIZEN, NATIONAL OR LAWFUL PERMANENT RESIDENT OF THE UNITED STATES. BY DOWNLOADING OR USING THE SOFTWARE, LICENSEE AGREES TO THE FOREGOING AND WARRANTS THAT IT IS NOT A "FOREIGN PERSON" OR UNDER THE CONTROL OF A "FOREIGN PERSON."
Severability. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable, and such decision shall not affect the enforceability (a) of such provision under other circumstances or (b) of the remaining provisions hereof under all circumstances.
Entire Agreement. This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements and communications, whether oral or written, between the parties relating to the subject matter hereof, and all past courses of dealing or industry custom. The terms and conditions hereof shall prevail exclusively over any written instrument submitted by Licensee, including purchase order, and Licensee hereby disclaims any terms therein, except for terms therein relating to product description, quantity thereof, pricing therefor, shipment and delivery.
Miscellaneous. Licensor may use Licensee's name in any customer reference list or in any press release issued by Licensor regarding the licensing of the Product and/or provide Licensee's name and the names of the Products licensed by Licensee to third parties.
Licensee Outside the U.S. If Licensee is located outside the U.S., then the provisions of this Section shall apply. (a) If Licensee is purchasing licenses directly from JTransit and if JTransit and Licensee are not located in the same country, then, if any applicable law requires Licensee to withhold amounts from any payments to JTransit hereunder Licensee shall effect such withholding, remit such amounts to the appropriate taxing authorities and promptly furnish JTransit with tax receipts evidencing the payments of such amounts, and the sum payable by Licensee upon which the deduction or withholding is based shall be increased to the extent necessary to ensure that, after such deduction or withholding, JTransit receives and retains, free from liability for such deduction or withholding, a net amount equal to the amount JTransit would have received and retained absent such required deduction or withholding. (b) Les parties aux présentés confirment leur volonté que cette convention de même que tous les documents y compris tout avis qui s'y rattaché, soient redigés en langue anglaise. (translation: "The parties confirm that this Agreement and all related documentation is and will be in the English language.") (c) Licensee is responsible for complying with any local laws in its jurisdiction which might impact its right to import, export or use the Product(s), and Licensee represents that it has complied with any regulations or registration procedures required by applicable law to make this license enforceable.
Notices. Any notice required or permitted hereunder shall be in English, in writing and shall be deemed to be properly given upon the earlier of (a) actual receipt by the addressee (including facsimile or e-mail) or (b) 5 business days after deposit in the mail, postage prepaid, when mailed by registered or certified airmail, return receipt requested, or (c) 2 business days after being sent via private industry courier to the respective parties at the addresses set forth in the Order Form or to such other person or address as the parties may designate in a writing. Notices to Licensor shall be to the attention of the President, at JTransit, Inc., 1862 Union, San Francisco, CA 94123, USA.
Blowfish. Copyright © 1995-1997 Eric Young (eay@mincom.oz.au) All rights reserved.
Redistribution and use in source and binary forms, with or without
modification, are permitted provided that the following conditions are met:
1. Redistributions of source code must retain the copyright notice,
this list of conditions and the following disclaimer.
2. Redistributions in binary form must reproduce the above copyright
notice, this list of conditions and the following disclaimer in the
documentation and/or other materials provided with the distribution.
3. All advertising materials mentioning features or use of this
software must display the following acknowledgement: This product includes
software developed by Eric Young (eay@mincom.oz.au)
THIS SOFTWARE IS PROVIDED BY ERIC YOUNG “AS IS” AND ANY
EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT
LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY
AND FITNESS FOR A PARTICULAR PURPOSE ARE DISCLAIMED. IN
NO EVENT SHALL THE AUTHOR OR CONTRIBUTORS BE LIABLE
FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL,
EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT
NOT LIMITED TO, PROCUREMENT OR SUBSTITUTE GOODS OR
SERVICES; LOSS OF USE, DATA, OR PROFITS; OR BUSINESS
INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF
LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT
(INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY
OUT OF THE USE OF THIS SOFTWARE, EVEN IF ADVISED OF THE
POSSIBILITY OF SUCH DAMAGE.
Third-Party Software. Any third-party software applications included with
your download or downloaded separately (from JTransit or through links
provided by JTransit) to be used with JTransit may require additional
licensing from the creator of the third-party software. Licensee is
responsible for all third-party software licensing issues. Orion Server can
be purchased at http://www.orionserver.com/.
Trademarks. JTransit is a trademark of JTransit, Inc. PERCEPTICON is a
trademark of PERCEPTICON corporation. Tango is a trademark of Pervasive
Software, Inc. ColdFusion is a trademark of Allaire Corp.
* Required Fields
|
|
|
|
|
|
|
|
