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LICENSE.txt
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LICENSE.txt
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Heap iOS Autocapture Software License Agreement
=======================================
License
-------
1. Under this Software License Agreement (the "Agreement"), Heap (the
"Vendor") grants to the user (the "Licensee") a non-exclusive
and non-transferable license (the "License") to use Heap iOS
Autocapture (the "Software").
2. "Software" includes the executable computer programs and any
related printed, electronic and online documentation and any other
files that may accompany the product.
3. "Licensee Application" means software applications developed by the
Licensee integrating the Software distributed to End Users.
4. "End Users" means final users of the Lincenee Application.
5. Except where explicitly exempted in (7) below, title, copyright,
intellectual property rights and distribution rights of the Software
remain exclusively with the Vendor. Intellectual property rights
include the look and feel of the Software. This Agreement
constitutes a license for use only and is not in any way a transfer
of ownership rights to the Software.
6. The rights and obligations of this Agreement are personal rights
granted to the Licensee only. The Licensee may not transfer or
assign any of the rights or obligations granted under this Agreement
to any other person or legal entity. Except where permitted in (7)
below, the Licensee may not make available the Software for use by
one or more third parties.
7. Subject to the terms and conditions of the Agreement, the Vendor
grants to the Licensee a worldwide, irrevocable, royalty-free,
fully-paid up license to copy and distribute the Software when
embedded in Licensee Applications intended for End Users.
8. End Users using Licensee Applications are not required to have a
valid License.
9. The Software may not be modified, reverse-engineered, or de-compiled
in any manner through current or future available technologies.
10. Failure to comply with any of the terms under the License section
will be considered a material breach of this Agreement.
Limitation of Liability
-----------------------
11. The Software is provided by the Vendor and accepted by the Licensee
"as is". Liability of the Vendor will be limited to a maximum of
the original purchase price of the Software. The Vendor will not be
liable for any general, special, incidental or consequential damages
including, but not limited to, loss of production, loss of profits,
loss of revenue, loss of data, or any other business or economic
disadvantage suffered by the Licensee arising out of the use or
failure to use the Software.
12. The Vendor makes no warranty expressed or implied regarding the
fitness of the Software for a particular purpose or that the
Software will be suitable or appropriate for the specific
requirements of the Licensee.
13. The Vendor does not warrant that use of the Software will be
uninterrupted or error-free. The Licensee accepts that software in
general is prone to bugs and flaws within an acceptable level as
determined in the industry.
Warrants and Representations
14. The Vendor warrants and represents that it is the copyright holder
of the Software. The Vendor warrants and represents that granting
the license to use this Software is not in violation of any other
agreement, copyright or applicable statute.
Acceptance
----------
15. All terms, conditions and obligations of this Agreement will be
deemed to be accepted by the Licensee ("Acceptance") on
installation of the Software.
User Support
------------
16. No user support or maintenance is provided as part of this
Agreement.
Term
----
17. The term of this Agreement will begin on Acceptance and is
perpetual.
Termination
-----------
18. This Agreement will be terminated and the License forfeited where
the Licensee has failed to comply with any of the terms of this
Agreement or is in breach of this Agreement. On termination of this
Agreement for any reason, the Licensee will promptly destroy the
Software or return the Software to the Vendor.
Force Majeure
-------------
19. The Vendor will be free of liability to the Licensee where the
Vendor is prevented from executing its obligations under this
Agreement in whole or in part due to Force Majeure, such as
earthquake, typhoon, flood, fire, and war or any other unforeseen
and uncontrollable event where the Vendor has taken any and all
appropriate action to mitigate such an event.
Governing Law
-------------
20. The Parties to this Agreement submit to the jurisdiction of the
courts of the State of California for the enforcement of this
Agreement or any arbitration award or decision arising from this
Agreement. This Agreement will be enforced or construed according to
the laws of the State of California.
Miscellaneous
-------------
21. This Agreement can only be modified in writing signed by both the
Vendor and the Licensee.
22. This Agreement does not create or imply any relationship in agency
or partnership between the Vendor and the Licensee.
23. Headings are inserted for the convenience of the parties only and
are not to be considered when interpreting this Agreement. Words in
the singular mean and include the plural and vice versa. Words in
the masculine gender include the feminine gender and vice versa.
Words in the neuter gender include the masculine gender and the
feminine gender and vice versa.
24. If any term, covenant, condition or provision of this Agreement is
held by a court of competent jurisdiction to be invalid, void or
unenforceable, it is the parties' intent that such provision be
reduced in scope by the court only to the extent deemed necessary by
that court to render the provision reasonable and enforceable and
the remainder of the provisions of this Agreement will in no way be
affected, impaired or invalidated as a result.
25. This Agreement contains the entire agreement between the parties.
All understandings have been included in this Agreement.
Representations which may have been made by any party to this
Agreement may in some way be inconsistent with this final written
Agreement. All such statements are declared to be of no value in
this Agreement. Only the written terms of this Agreement will bind
the parties.
26. This Agreement and the terms and conditions contained in this
Agreement apply to and are binding upon the Vendor's successors and
assigns.
Notices
-------
27. All notices to the Vendor under this Agreement are to be provided at
the following address:
Heap
225 Bush St Ste 200
San Francisco CA 94104-4251
USA