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Agreement version 1.2
1. This RibbonSoft End-User License Agreement ("Agreement") is a legal
agreement between you (either an individual or a legal entity)
("Licensee") and RibbonSoft GmbH ("RibbonSoft") for the RibbonSoft
software product(s) accompanying this Agreement, which include(s)
computer software and may include "online" or electronic documentation,
associated media, and printed materials, including the source code,
example programs and the documentation ("Licensed Software").
2. The Licensed Software is protected by copyright laws and
international copyright treaties, as well as other intellectual
property laws and treaties. The Licensed Software is licensed, not
3. By installing, copying, or otherwise using the Licensed Software,
Licensee agrees to be bound by the terms of this Agreement. If
Licensee does not agree to the terms of this Agreement, Licensee may
not install, copy, or otherwise use the Licensed Software.
4. Upon Licensee's acceptance of the terms and conditions of this
Agreement, RibbonSoft grants Licensee the right to use the Licensed
Software in the manner provided below.
5. RibbonSoft grants to Licensee as an individual a royalty-free,
personal, non-exclusive, non-transferable, perpetual license to make
and use copies of the Licensed Software for the sole purposes of
designing, developing, and testing Licensee's software product(s)
("Applications"). Licensee may install copies of the Licensed Software
on an unlimited number of computers provided that Licensee is the only
individual using the Licensed Software. If Licensee is an entity,
RibbonSoft grants Licensee the right to designate one, and only one,
individual within Licensee's organization who shall have the sole
right to use the Licensed Software in the manner provided
above. Licensee may at any time, but not more frequently that once
every six (6) months, designate another individual within Licensee's
organization to replace the current designated user by notifying
RibbonSoft, so long as there is no more than one designated user at any
given time.
6. RibbonSoft grants Licensee a nonexclusive, royalty-free right to
reproduce and distribute the object code form of certain portions of the
Licensed Software ("Redistributables"), as specified in Appendix 1,
Section 1, for execution on any operating system. Copies of
Redistributables may only be distributed with and for the sole purpose
of executing Applications permitted under this Agreement that Licensee
has created using the Licensed Software. Under no circumstances may any
copies of Redistributables be distributed separately. This Agreement
does not give Licensee any rights to distribute any of the parts of
the Licensed Software listed in Appendix 1, Section 2, neither as a
whole nor as parts or snippets of code.
7. The license granted in this Agreement for Licensee to create
Applications and distribute them to Licensee's customers is subject
to all of the following conditions:
(i) Licensee will indemnify and hold RibbonSoft, its related companies
and its suppliers, harmless from and against any claims or liabilities
arising out of the use, reproduction or distribution of Applications;
(ii) Applications must be developed using a licensed, registered copy
of the Licensed Software; (iii) Applications must add primary and
substantial functionality to the Licensed Software; (iv) Applications
may not pass on functionality which in any way makes it possible for
others to create software with the Licensed Software; (v) Applications
may not compete with the Licensed Software; (iv) Licensee may not use
RibbonSoft's or any of its suppliers' names, logos, or trademarks to
market Application(s), except to state that Application was developed
using the Licensed Software.
NOTE: dxflib Open Source Edition is licensed under the terms of the
GPL and not under this Agreement. If Licensee has, at any time,
developed all (or any portions of) the Application(s) using RibbonSoft's
publicly licensed dxflib Open Source Edition, Licensee must comply
with RibbonSoft's requirements and license such Application(s)
(or any portions derived there from) under the terms of the Free Software
Foundation's GNU General Public License version 2 (the "GPL") a copy of
which is located at
(i.e., any Product(s) and/or parts, components, portions thereof developed
using GPL licensed software, including dxflib Open Source Edition, must
be licensed under the terms of the GPL, and the GPL-based source code must
be made available upon request).
8. The Licensed Software is licensed to Licensee "as is". To the
maximum extent permitted by applicable law, RibbonSoft on behalf of
itself and its suppliers, disclaims all warranties and conditions,
either express or implied, including, but not limited to, implied
warranties of merchantability, fitness for a particular purpose, title
and non-infringement with regard to the Licensed Software.
9. If, RibbonSoft's warranty disclaimer notwithstanding, RibbonSoft is
held liable to Licensee, whether in contract, tort or any other legal
theory, based on the Licensed Software, RibbonSoft's entire liability
to Licensee and Licensee's exclusive remedy shall be, at RibbonSoft's
option, either (A) return of the price Licensee paid for the Licensed
Software, or (B) repair or replacement of the Licensed Software,
provided Licensee returns to RibbonSoft all copies of the Licensed
Software as originally delivered to Licensee. RibbonSoft shall not
under any circumstances be liable to Licensee based on failure of the
Licensed Software if the failure resulted from accident, abuse or
misapplication, nor shall RibbonSoft under any circumstances be liable
for special damages, punitive or exemplary damages, damages for loss
of profits or interruption of business or for loss or corruption of
data. Any award of damages from RibbonSoft to Licensee shall not exceed
the total amount Licensee has paid to RibbonSoft in connection with
this Agreement.
10. Licensee will be eligible to access to Updates ("Updates") to
the Licensed Software for a period not to exceed one year from the
date of initial delivery ("Initial Term"), in accordance with
RibbonSoft's then current policies and procedures, if any. Such
policies and procedures may be changed from time to time. Following
the Initial Term, RibbonSoft will no longer make the Licensed Software
available to Licensee unless Licensee purchases additional Updates
according to section 11 below.
11. Licensee Name: RibbonSoft may include Licensee's company name in a
publicly available list of RibbonSoft customers.
12. Renewal of Updates: Licensee may purchase additional Updates
following the Initial Term at RibbonSoft's terms and conditions
applicable at the time of renewal.
13. No Assignment: Neither this Agreement nor Licensee's rights under
this Agreement are assignable or transferable by Licensee either in
whole or in part to any third party without RibbonSoft's written
consent. Any attempted assignment or transfer in violation of the
foregoing shall be void. RibbonSoft may assign or transfer this
Agreement to any third party who acquires substantially all of
RibbonSoft copyrights in and to the Licensed Software.
14. Termination: RibbonSoft may terminate the Agreement at any time
immediately upon written notice by RibbonSoft to Licensee if Licensee
breaches this Agreement, fails to pay the fees for the Licensed
Software, or infringes RibbonSoft's intellectual property in or to the
Licensed Software. Upon termination of the Licenses, Licensee shall
return to RibbonSoft all copies of Licensed Software that were supplied
by RibbonSoft. All other copies of Licensed Software in the possession
or control of Licensee must be erased or destroyed. An officer of
Licensee must promptly deliver to RibbonSoft a written confirmation
that this has occurred.
15. Entire Agreement: This Agreement constitutes the complete
agreement between the parties and supersedes all prior or
contemporaneous discussions, representations, and proposals, written
or oral, with respect to the subject matters discussed herein. No
modification of this Agreement will be effective unless contained in a
writing executed by an authorized representative of each party. No
term or condition contained in Licensee's purchase order will apply
unless expressly accepted by RibbonSoft in writing. If any provision of
the Agreement is found void or unenforceable, the remainder will
remain valid and enforceable according to its terms. 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.
16. Governing law, legal venue: This Agreement shall be construed,
interpreted and governed by the laws of Switzerland, the legal venue
to be Zurich City Court. RibbonSoft reserves all rights not specifically
granted in this Agreement.
Appendix 1:
1. Parts of the Licensed Software that are permitted for distribution
- The Licensed Software's library in object code form
2. Parts of the Licensed Software that are not permitted for distribution
include, but are not limited to:
- The Licensed Software's source code and header files
- The Licensed Software's documentation