REDISTRIBUTION AGREEMENT
For (product name _____________)
By Eltima Software
NOTE:
Please, read this carefully. By using all or any portion of the Software, you accept all the terms and conditions of this Agreement. If you do not agree, do not use this Software.
1. DEFINITIONS
When used in this Agreement, the following terms shall have the respective meanings indicated, such meanings to be applicable to both the singular and plural forms of the terms defined:
“Licensor” means Eltima Software.
“Software” means (a) all of the contents of the files, disk(s), CD-ROM(s) or other media with which this Agreement is provided, including but not limited to ((i) digital images, stock photographs, clip art, sounds or other artistic works (“Stock Files”); (ii) related explanatory written materials or files (“Documentation”); and (iii) fonts; and (b) upgrades, modified versions, updates, additions, and copies of the Software, if any, licensed to you by Eltima Software (collectively, “Updates”).
“Use” means to access, install, download, copy or otherwise benefit from using the functionality of the Software in accordance with the Documentation.
“Licensee” or “Redistributor” means You or Your Company, unless otherwise indicated.
“Sublicensee” means a third-party (individual or a company) to whom the Licensee grants the license that grants some or all of the rights acquired under the original license.
“End User” means a user licensed by the Redistributor pursuant to the license acquired from the Licensor.
“System” means Windows OS, GNU/Linux or Mac OS X, or any virtual machine.
2. GENERAL USE
As long as the Licensee complies with the terms of this End User License Agreement (the “Agreement”), the Licensor grants the Licensee a non-exclusive paid-up right to sublicense and distribute the Software to End Users under the following conditions:
2.1 The Licensee and/or the Sublicensees may install the Software on an unlimited number of systems worldwide, unless otherwise indicated.
2.2 The License gives the right to use the Software as is, with the Licensor’s original installation file and GUI.
2.3 The Software key generator provided to the Licensee can be used to generate an unlimited number of licenses which can be redistributed by the Licensee for free or for commercial purposes.
2.4 The Licensee is free to determine his own license fees to his Sublicensees.
2.5 The Licensee may not use or duplicate the Software (including the Documentation) for any purpose other than as specified in this Agreement or make the Software available to unauthorized third parties. All titles, trademarks, and copyright and restricted rights notices shall be reproduced in such copies. All archival and backup copies of the Software are subject to the terms of this Agreement.
2.6 The Licensee is responsible for providing all technical and informational support, training and consultations to his Sublicensees.
2.7 Title to and ownership of the Software shall remain with the Licensor. All rights to patents, copyrights, trademarks and trade secrets in the Software shall remain with the Licensor. The Licensee will have no rights in such trademarks. The Licensee agrees not to use the Licensor’s trademarks or any other mark likely to cause confusion with the Licensor’s trademark as any portion of the License’s tradename, trademark for the Licensee’s other products. The Licensee shall have the right to use the Licensor’s trademark solely to refer to the Licensor’s programs, products and services.
2.8 In case the Licensee wants to have his own build of the Software with his (the Licensee’s) name as a developer on the installation file, GUI and user manual, re-branding service should be additionally acquired from the Licensor.
2.9 The Software Upgrades service is provided to the Licensee additionally and its acquisition should be discussed separately. The Licensee and his end-users may continue to use the previous versions of the Software no matter whether the Licensee and/or the end-users received the update or not.
3. WARRANTY
3.1 The Licensor warrants that:
3.1.1 The Licensor owns the Software and documentation and/or is in possession of valid and existing licenses that support the terms of this Agreement;
3.1.2 the Software conforms to specifications and functionality as specified in Documentation;
3.1.3 to the best of the Licensor’s knowledge, the Software does not infringe upon or violate any intellectual property right of any third party;
3.1.4 the Software does not contain any back door, time bomb, drop dead device or other routine intentionally designed by the Licensor to disable a computer program, or computer instructions that alter, destroy or inhibit the processing environment.
3.2 Except those warranties specified in section 3.1 above, the Software is being delivered to the Licensee “AS IS” and the Licensor makes no warranty as to its use or performance.
The Licensor does not and cannot warrant the performance or results the Licensee may obtain by using the Software. The entire risk arising out of use or performance of the Software remains with the Licensee.
The Licensor gives no warranty, express or implied, that (i) the Software will be of satisfactory quality, suitable for any particular purpose or for any particular use under specified conditions, notwithstanding that such purpose, use, or conditions may be known to the Licensor; or (ii) that the Software will operate error free or without interruption or that any errors will be corrected.
4. LIMITATION OF LIABILITY
In no event will the Licensor be liable for any damages, claims or costs whatsoever or any consequential, indirect, incidental damages, or any lost profits or lost savings, even if the Licensor has been advised of the possibility of such loss, damages, claims or costs or for any claim by any third party.
In no event will the Licensee be liable to the Licensor on condition that the Licensee complies with all terms and conditions stated in this License.
5. NON-WAIVER
If a portion of this Agreement is held unenforceable, the remainder shall be valid. It means that if one section of the Agreement is not lawful, the rest of the Agreement is still in force. A party’s failure to exercise any right under this Agreement will not constitute a waiver of (a) any other terms or conditions of this Agreement, or (b) a right at any time thereafter to require exact and strict compliance with the terms of this Agreement.
© 2000-2015 Eltima Software. All rights reserved.