THIS DOCUMENT IS A LEGAL AGREEMENT (the “Agreement�?) BETWEEN GRANITE DATA SERVICES INC. (“We,�? “Us�?) AND YOU OR THE ORGANIZATION ON WHOSE BEHALF YOU ARE ENTERING INTO THIS AGREEMENT (“You�?) IN RELATION TO GRANITE JAVAFX LIBRARY AND/OR GRANITE ANDROID LIBRARY (the “Software�?) IN SOURCE CODE AND/OR BINARY FORMAT.
RIGHTS GRANTED HEREIN APPLY ONLY TO THE SOFTWARE (GRANITE JAVAFX LIBRARY AND/OR GRANITE ANDROID LIBRARY) FOR WHICH YOU’VE PAID THE APPLICABLE FEE.
BY DISTRIBUTING ANY APPLICATION BASED ON ANY PART OF THE SOFTWARE UNDER A DIFFERENT LICENSE THAN THE GNU GENERAL PUBLIC LICENSE V3 (WITH FULL OBSERVANCE OF ITS TERMS AND CONDITIONS), YOU ACCEPT THE FOLLOWING TERMS AND CONDITIONS. IF YOU DO NOT AGREE WITH ANY OF THE TERMS OR CONDITIONS OF THIS LICENSE AGREEMENT, DO NOT PROCEED WITH THE DISTRIBUTION OF SUCH APPLICATION AS YOU HAVE NO RIGHTS TO DO SO. THE SOFTWARE IS PROTECTED BY UNITED STATES COPYRIGHT LAWS AND INTERNATIONAL COPYRIGHT LAWS, AS WELL AS OTHER INTELLECTUAL PROPERTY LAWS AND TREATIES. THE SOFTWARE IS LICENSED, NOT SOLD.
THIS LICENSE AGREEMENT DESCRIBES YOUR RIGHTS AND RESTRICTIONS WITH RESPECT TO THE SOFTWARE AND ITS COMPONENTS.
“Application�? means any software, application, or elements that Your Designated Users develop using the Software or Modifications in accordance with this Agreement; provided that any such Application (i) must have substantially different functionality than the Software, and (ii) must not allow any third party to use the Software or Modifications, or any portion thereof, for software development or application development purposes.
“Designated User�? shall mean a single distinct person for whom You have purchased a license to use the Software, whether such person is an employee acting within the scope of their employment with You or Your consultant or contractor acting within the scope of the services they provide for You. A Designated User can be replaced with a new Designated User only after being a Designated User for a minimum of six (6) months.
“End User�? means an end user of Your Application who acquires a license to such solely for their own internal use and not for distribution, resale, user interface design, or software development purposes.
“Modification�? means: a) any addition to or deletion from the contents of a file included in the original Software or previous Modifications created by You, and/or b) any new file that leverages any part of the original Software or previous Modifications.
“Sample Code�? means sample source code included with the Software and designated as “sample code,�? “samples,�? “sample application code,�? and/or “snippets,�? and/or found in directories labeled “samples�? or “examples�?.
Subject to the payment of the fee required, and subject to your compliance with all of the terms and conditions of this Agreement, We grant to You a revocable, non-exclusive, non-transferable and non-sublicensable license (i) for You to distribute the Software and/or Modifications to End Users solely as integrated into the Applications; and (ii) for End Users to use the Software as integrated into Your Applications in accordance with the terms of this Agreement.
You may modify the “Sample Code�? solely for the purposes of designing, developing and testing Your own Applications. However, You are permitted to use, copy and redistribute Your modified Sample Code only if all of the following conditions are met: (a) You include Our copyright notice (if any) with Your Application, including every location in which any other copyright notice appears in such Application; and (b) You do not otherwise use Our name, logos or other of Our trademarks to market Your Application, unless otherwise agree by Us in writing.
This is a license agreement and not an agreement for sale. We reserve ownership of all intellectual property rights inherent in or relating to the Software, which include, but are not limited to, all copyright, patent rights, all rights in relation to registered and unregistered trademarks (including service marks), confidential information (including trade secrets and know-how) and all rights other than those expressly granted by this Agreement.
We provide You with source code so that You can create Modifications and Applications. While You retain all rights to any original work authored by You as part of the Modifications, We continue to own all copyright and other intellectual property rights in the Software.
You must not remove, obscure or interfere with any copyright, acknowledgment, attribution, trademark, warning or disclaimer statement affixed to, incorporated in or otherwise applied in connection with the Software.
You may not redistribute the Software or Modifications other than by including the Software or a portion thereof within Your Application. You may not redistribute the Software or Modifications as part of any Application that can be described as a development toolkit or library, an application builder, a website builder or any Application that is intended for use by software, application, or website developers or designers. You may not redistribute any part of the Software documentation. You may not change or remove the copyright notice from any of the files included in the Software or Modifications.
UNDER NO CIRCUMSTANCES MAY YOU USE THE SOFTWARE FOR AN APPLICATION THAT IS INTENDED FOR SOFTWARE OR APPLICATION DEVELOPMENT PURPOSES.
You are required to ensure that the Software is not reused by or with any applications other than those with which You distribute it as permitted herein. For example, if You install the Software on a customer’s server, that customer is not permitted to use the Software independently of Your Application, and must be informed as such.
The Open Source version of the Software (“GPL Version�?) is licensed under the terms of the GNU General Public License versions 3.0 (“GPL�?) and not under this Agreement. If You, or another third party, has, at any time, developed all (or any portions of) the Application(s) using the GPL Version, You must either:
This Agreement and Your right to use the Software and Modifications will terminate immediately if You fail to comply with any of the terms and conditions of this Agreement. Upon termination, You agree to immediately cease distributing the Application(s) based on the Software, including all accompanying documents. The provisions of sections 4, 5, 6, 7, 8, 9, and 11 will survive any termination of this Agreement.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE AND OUR RESELLERS DISCLAIM ALL WARRANTIES AND CONDITIONS, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND TITLE AND NON-INFRINGEMENT, WITH REGARD TO THE SOFTWARE. WE DO NOT GUARANTEE THAT THE OPERATION OF THE SOFTWARE OR THE CODE IT PRODUCES WILL BE UNINTERRUPTED OR ERROR-FREE, AND YOU ACKNOWLEDGE THAT IT IS NOT TECHNICALLY PRACTICABLE FOR US TO DO SO.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WE OR OUR RESELLERS BE LIABLE UNDER ANY LEGAL OR EQUITABLE THEORY 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 LAW) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE OR THE CODE IT PRODUCES OR ANY OTHER SUBJECT MATTER RELATING TO THIS AGREEMENT, EVEN IF WE OR OUR RESELLERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, OUR ENTIRE LIABILITY WITH RESPECT TO ANY SUBJECT MATER RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE GREATER OF (I) THE AMOUNT ACTUALLY PAID BY YOU FOR THE SOFTWARE OR (II) THREE HUNDRED DOLLARS ($300).
We or a certified auditor acting on Our behalf, may, upon Our reasonable request and at Our expense, audit You with respect to the use of the Software. Such audit may be conducted by mail, electronic means or through an in-person visit to Your place of business. Any such in-person audit shall be conducted during regular business hours at Your facilities and shall not unreasonably interfere with Your business activities. We shall not remove, copy, or redistribute any electronic material during the course of an audit. If an audit reveals that You are using the Software in a way that is in material violation of the terms of this Agreement, then You shall pay Our reasonable costs of conducting the audit. In the case of a material violation, You agree to pay Us any amounts owing that are attributable to the unauthorized use. In the alternative, We reserve the right, at Our discretion, to terminate the licenses for the Software, in addition to any other remedies available under law. This Section shall survive expiration or termination of this Agreement for a period of two (2) years.
All payments under this Agreement are due at the time of the purchase. Any value added tax, use tax, sales tax or similar tax (“Transaction Taxes�?) shall be your sole responsibility. Each party shall pay all taxes (including, but not limited to, taxes based upon its income) or levies imposed on it under applicable laws, regulations and tax treaties as a result of this Agreement and any payments made hereunder (including those required to be withheld or deducted from payments); provided that You shall be responsible for all Transactions Taxes and shall pay or reimburse Us for the same upon invoice. Each party shall furnish evidence of such paid taxes as is sufficient to enable the other party to obtain any credits available to it, including original withholding tax certificates. Notwithstanding the foregoing, Software ordered through Our resellers is subject to the fees and payment terms set forth on the applicable reseller invoice.
You are not entitled to any support for the Software under this Agreement. All support must be purchased separately and will be subject to the terms and conditions contained in the Granite Data Services support agreement. You are entitled to receive an/or use under the terms of this agreement all version updates to the Software during one year (1 year) after the date of the purchase. You are not entitled to receive an/or use under the terms of this agreement version updates to the Software after this one-year period, unless purchased independently of this license.
The license granted herein applies only to the version of the Software available when purchased in connection with the terms of this Agreement, and to any updates and/or upgrades to which you may be entitled. Any previous or subsequent license granted to You for use of the Software shall be governed by the terms and conditions of the agreement entered in connection with the purchase of that version of the Software. You agree that you will comply with all applicable laws and regulations with respect to the Software, including without limitation all export and re-export control laws and regulations.
While redistributing the Software or Modifications thereof as part of Your Application, You may choose to offer acceptance of support, warranty, indemnity, or other liability obligations and/or rights consistent with this Agreement. However, in accepting such obligations, You may act only on Your own behalf and on Your sole responsibility, not on our behalf. You shall indemnify Us and our resellers, or at Our option, defend Us and our resellers against any claim, suit or proceeding brought against Us or our resellers (i) arising by reason of Your accepting any such support, warranty, indemnity or additional liability; or (ii) arising out of the use, reproduction or distribution of Your Application, except to the extent such claim is solely based on the inclusion of the Software therein. Further, You agree only to distribute the Software pursuant to an enforceable written agreement for Our benefit that includes all the limitations and restrictions of this Agreement and is as protective of Us and Software as is this Agreement. For clarity, for Software for which you have paid a fee, You must purchase Designated User licenses for each contractor or consultant who uses the Software to create an Application on your behalf (including system integrators), whether or not such contractor or consultant has its own license to the Software.
You may not assign or transfer this Agreement without Our prior written consent. This Agreement may be assigned by Us in whole or part and will inure to the benefit of Our successors and assigns. Notwithstanding the foregoing, in any instance in which You transfer ownership of an Application on a work for hire basis, You may assign licenses for the total Designated Users that have used the Software to develop said Application under this Agreement to another party (Assignee) provided (i) you provide written notice to Us prior to the effective date of such assignment; and (ii) there is a written agreement, wherein the Assignee accepts the terms of this Agreement. Upon any such transfer, the Assignee may appoint new Designated Users.
You acknowledge that this Agreement is complete and is the exclusive representation of our agreement. No oral or written information given by Us, Our resellers, or otherwise on Our behalf shall create a warranty or collateral contract, or in any way increase the scope of this Agreement in any way, and You may not rely on any such oral or written information. No term or condition contained in any purchase order shall have any force or effect.
There are no implied licenses or other implied rights granted under this Agreement, and all rights, save for those expressly granted hereunder, shall remain with Us and our licensors. In addition, no licenses or immunities are granted to the combination of the Software and/or Modifications, as applicable, with any other software or hardware not delivered by Us or Our resellers to You under this Agreement. Your rights under this Agreement apply only to Software, Modifications, and/or Applications for which all Designated Users are duly licensed hereunder.
If any provision in this Agreement shall be determined to be invalid, such provision shall be deemed omitted; the remainder of this Agreement shall continue in full force and effect. If any remedy provided is determined to have failed for its essential purpose, all limitations of liability and exclusions of damages set forth in this Agreement shall remain in effect.
This Agreement may be modified only by a written instrument signed by an authorized representative of each party. The failure of either party to enforce any provision of this Agreement may not be deemed a waiver of that or any other provision of this Agreement.
This Agreement shall be governed by and construed in accordance with the law of the State of New York, United States, excluding any conflicts of law rules.