End User License Agreement for Serenity UI
1. Software License.
Subject to the terms of this Agreement, John DeVight ("The Copyright Holder") hereby grants to You the following limited, non–exclusive, non–transferable license (the “License”) to use the Serenity UI and any updates, upgrades, modifications and error corrections thereto provided to You by John DeVight and any accompanying documentation (the “Documentation” and, together with the Programs, the “Software”) as set forth below. You are granted a License pursuant to Section 1.
For purposes of this Agreement:
“Your Integrated Products” are limited to those software applications which: (i) are developed by You, the Licensed Developer; (ii) add substantial functionality beyond the functionality provided by the incorporated components of the Software; and (iii) are not commercial alternatives for, or competitive in the marketplace with, the Software or any components of the Software.
“Licensed Developer” shall mean a single distinct person for whom You have agreed to the terms set forth in the 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.
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 a non-licensed developer.
1.1 A Licensed Developer may use the Software in minified form in the development of Your Integrated Products. The Copyright Holder does not claim any ownership rights in Your Integrated Products.
1.2 THE SOFTWARE IS LICENSED ‘AS IS’. YOU BEAR THE RISK OF USING IT. THE COPYRIGHT HOLDER 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, THE COPYRIGHT HOLDER EXCLUDES THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
1.3 You may also use the Software in the testing and building of Your Integrated Products and is not limited to the Licensed Developer.
In no event will The Copyright Holder provide support of any kind to end-users of Your Integrated Products.
2. License Options for Redistribution
2.1 You may distribute the Software in minified form as embedded in Your Integrated Products to Your end-users only pursuant to an end-user license that meets the requirements of this Section. You are not permitted to distribute the Software pursuant to this Section: as a standalone product or as a part of any product other than Your Integrated Product. Your end-user license agreement must: prohibit distribution of the Software by Your Authorized End Users; limit the liability of Your licensors or suppliers to the maximum extent permitted by applicable law; and prohibit any attempt 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 Software. Provided Your Authorized End-Users are in compliance with their license agreements with You, any sublicenses to use the Software granted by You to Your Authorized End-Users will survive any termination of this Agreement or the License set forth herein between You and The Copyright Holder. You are not allowed to, and are expressly prohibited from granting Your Authorized End-Users any right to further sublicense the Software.
The parties agree and acknowledge that updates provided to You as part of this Agreement may include new software products governed by additional terms and conditions. These additional terms and conditions must be accepted by You at the time You download such new products. If You do not agree to these additional terms and conditions, You should not download the new products. In case of a conflict between the terms and conditions of this Agreement and the terms and conditions applicable to any new product made available to You as part of any updates, the terms and conditions of this Agreement shall govern.
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 The Copyright Holder’s other rights or remedies, The Copyright Holder 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 The Copyright Holder. Upon termination of this Agreement, all Licenses granted to You hereunder shall terminate automatically and You shall immediately cease use and distribution of the Software; provided, however, that any sublicenses granted to Your Authorized End-Users in accordance with Section 2 shall survive such termination. You must also destroy (i) all copies of the Software 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 The Copyright Holder in connection with this Agreement.
5. Product Discontinuance
The Copyright Holder 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.
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 The Copyright Holder that are used in connection with the Software are and shall at all times remain exclusively owned by The Copyright Holder 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.
7. Limitation of Liability
To the maximum extent permitted by applicable law, in no event will The Copyright Holder be liable for any indirect, special, incidental, or consequential damages arising out of the use of or inability to use the Software, 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. The Copyright Holder 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 The Copyright Holder is for testing use only and The Copyright Holder hereby disclaims any and all liability arising therefrom.
8. Governing Law
These Terms shall be governed by, and construed in accordance with law of the State of Virginia, United States. The parties irrevocably submit to the jurisdiction of the state or federal courts of the State of Virginia to settle any dispute which may arise out of, under, or in connection with these Terms or the legal relationship established by them, and for those purposes irrevocably submit all disputes to the jurisdiction of the courts located in the judicial district of Fairfax County, Virinia, United States.
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 THE COPYRIGHT HOLDER AND YOU, THIS AGREEMENT IS A COMPLETE AND EXCLUSIVE STATEMENT OF THE RIGHTS AND LIABILITIES OF THE PARTIES.