Chilkat Software License

PLEASE READ THIS AGREEMENT BEFORE OPENING THIS SOFTWARE 
PACKAGE. IF YOU OPEN THIS PACKAGE OR KEEP IT FOR MORE THAN 
THIRTY (30) DAYS, YOU ACCEPT ALL THE TERMS AND CONDITIONS OF 
THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS AND 
CONDITIONS, DO NOT OPEN THIS SOFTWARE PACKAGE. YOU MAY ONLY 
UNLOCK AND/OR USE THE SOFTWARE FOR WHICH YOU HAVE A PAID- UP 
LICENSE OR FOR WHICH YOU HAVE LEGALLY RECEIVED AN UNLOCK 
KEY.

(1) DEFINITION OF TERMS

"Documentation": any explanatory written or on- line 
material including, but not limited to, user guides, 
reference manuals and HTML files.

"Licensee": shall refer to the individual licensee, whether 
as an individual programmer, company, or other organization.

"Software": All material in this distribution including, but 
not limited to, one or more of the following: source code, 
object code, byte code, dynamic-link libraries, shared 
libraries, static libraries, header files, executables, 
scripts, sample programs, utility programs, makefiles and 
Documentation.

"Licensed Software": the Software for which Licensee has 
paid the applicable license fee and received an authorized 
unlock key.

"Software Application Programming Interface ("API")": the 
set of access methods, whether provided by Chilkat Software, 
third parties, or developed by Licensee, through which the 
programmatic services provided by the Licensed Software are 
made available.

"End-User Software Product": an application developed by 
Licensee intended for execution on a computer, that makes 
use of the Licensed Software in its implementation.

The Licensed Software contains certain runtime libraries and 
files intended for duplication and distribution by Licensee 
within End User Software Products to the user(s) of the End 
User Software Product(s) (the "Redistributable Components"). 
The Redistributable Components are those files specifically 
designated as being distributable as part of the Licensed 
Software.

SPECIAL LIMITED TERM EVALUATION LICENSE

If  Licensee has been provided with a copy of the Software 
for evaluation purposes, Chilkat Software, Inc. ("Chilkat") 
grants to Licensee, subject to the terms of this Single User 
License Agreement (excluding Section 3, under which Licensee 
has no rights) a non-exclusive, non- transferable, non-
concurrent limited internal use license for evaluation 
purposes only. This license is for a period of thirty (30) 
days, commencing upon receipt of the Software, or, if 
received electronically, from Licensee's initial downloading 
date, to evaluate the Software. If the Software is 
acceptable, Licensee agrees to promptly notify his Chilkat 
Sales Representative. Otherwise, Licensee shall immediately 
cease any further use of the Software and destroy all copies 
of the Software (including the original) and related 
Documentation provided to Licensee by Chilkat.

(2) GENERAL

The Software is owned by Chilkat Software, Inc. ("Chilkat") 
and is protected by U.S. copyright laws and other laws and 
by international treaties. It is intended for use by a 
software programmer who has experience using development 
tools and class libraries.

(3) LICENSE GRANTS

(a) Per-developer license. Subject to the terms and conditions of this Agreement , 
Chilkat grants to Licensee the perpetual, non-exclusive, non-transferable, world-wide 
license for one (1) developer to (i) install and use the Licensed Software on any 
number of computers, and (ii) use the associated user documentation and online help.

(b) Site-wide license. If you have purchased a site-wide license, the following rights 
apply notwithstanding section 3(a): Subject to the terms and conditions of this Agreement 
, Chilkat grants to Licensee the perpetual, non-exclusive, non-transferable, world-wide 
license for any number of developers at a single Licensee's office location to (i) 
install the Licensed Software on any number of computers across Licensee's enterprise, 
and (ii) use the associated user documentation and online help.

(c) Licensee may also:

(i) Make one backup copy of the Licensed Software solely for archival and 
disaster-recovery purposes, or transfer the Licensed Software to a hard disk and 
keep the original copy solely for archival and disaster-recovery purposes; and

(ii) Reproduce and distribute the Redistributable Components directly or indirectly for 
any number of applications to any number of end users and Licensee's Authorized OEMs, 
VARs and Distributors, through customary distribution channels, world wide, on a royalty 
free basis provided that such distribution is (i) in conjunction with an End User 
Software Product developed by Licensee using the Licensed Software and (ii) the Licensed 
Software is not the sole or primary component of such End User Software Product.
(iii) The license rights granted under this Agreement do not apply to development and 
distribution of software development products or toolkits of any kind that are destined 
to be used by software developers other than Licensee(s) that are Authorized.

Licensee has no rights to use the Licensed Software beyond those specifically granted 
in this section.

(4) LICENSE RESTRICTIONS

EXPORT CONTROLS: If the Software is for use outside the 
United States of America, Licensee agrees to comply with all 
relevant regulations of the United States Department of 
Commerce and with the United States Export Administration 
Act to insure that the Software is not exported in violation 
of United States law.

Notwithstanding any provisions in this Agreement to the 
contrary, Licensee may not distribute any portion of the 
Software other than the Redistributable Components.

In addition, Licensee  may not decompile, disassemble, or 
reverse engineer any object code form of any portion of the 
Software.

(5) TITLE

Licensee acknowledges and agrees that all right, title and 
interest in and to the Software, including all intellectual 
property rights therein, are the property of Chilkat, 
subject only to the licenses granted to Licensee under this 
Agreement. This Agreement is not a sale and does not 
transfer to the Licensee any title or ownership in or to the 
Software or any patent, copyright, trade secret, trade name, 
trademark or other proprietary or intellectual property 
rights related thereto.

(6) NON-TRANSFERABILITY

Except for Licensee's rights to distribute the 
Redistributable Components, Licensee may not rent, transfer, 
assign, sublicense or grant any rights in the Software, in 
full or in part, to any other person or entity without 
Chilkat's written consent, except that this agreement may be 
assigned to a successor of Licensee in the case that all or 
substantially all of the assets or equity of Licensee are 
acquired by the successor.

(7) LIMITED WARRANTIES

Chilkat warrants to Licensee that the Licensed Software will 
substantially perform the functions described in the 
Documentation for a period of thirty (30) days after the 
date of delivery of the Licensed Software to Licensee. 
Chilkat's sole and exclusive obligation, and Licensee's sole 
and exclusive remedy, under this warranty is limited to 
Chilkat's using reasonable efforts to correct material, 
documented, reproducible defects in the Licensed Software 
that Licensee describes and documents to Chilkat during the 
thirty (30) day warranty period. In the event that Chilkat 
fails to correct a material, documented, reproducible defect 
during this period, Chilkat may, at Chilkat's discretion, 
replace the defective Licensed Software or refund to 
Licensee the amount that Licensee paid Chilkat for the 
defective Licensed Software and cancel this Agreement and 
the licenses granted herein. In such event, Licensee agrees 
to return to Chilkat all copies of the Licensed Software 
(including the original).

EXCEPT AS EXPRESSLY SET FORTH ABOVE, CHILKAT EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, 
EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE, NON-INFRINGEMENT, 
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, RESULTS, OR OTHERWISE

(8) LIMITATION OF LIABILITY

IN NO EVENT SHALL CHILKAT BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, SPECIAL, 
INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS, REVENUES, 
DATA OR OTHER ECONOMIC ADVANTAGE) WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, 
EVEN IF CHILKAT WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  NOTWITHSTANDING THE FOREGOING, 
THE TOTAL AMOUNT OF CHILKAT’S LIABILITY TO LICENSEE SHALL BE LIMITED TO THE AMOUNT USER PAID 
FOR THE USE OF THE SOFTWARE, IF ANY. 

(9) TERMINATION

Chilkat reserves the right, at its sole discretion, to 
terminate this Agreement upon written notice if Licensee has 
breached the terms and conditions hereof. Licensee may 
terminate this Agreement at any time by ceasing to use the 
Licensed Software and by destroying all copies of the 
Licensed Software (including the original). Sections 4, 5, 
6, 7, 8, 9 and 10 survive any termination of this Agreement 
and apply fully to any termination. Unless terminated as 
provided herein by either party, this Agreement shall remain 
in effect. Termination will not affect end user licenses of 
the End User Software Product which contain the 
Redistributable Components which were distributed by 
Licensee prior to termination.

(10) MISCELLANEOUS

Applicable Law and Jurisdiction. This Agreement will be 
governed by and construed in accordance with the laws of the 
State of Illinois without regard to conflict of laws 
principles and without regard to the 1980 U.N. Convention on 
Contracts for the International Sale of Goods. The federal 
and state courts of Illinois shall have exclusive 
jurisdiction and venue to adjudicate any dispute arising out 
of this Agreement, and Licensee expressly consents to (i) 
the personal jurisdiction of the state and federal courts of 
Illinois, and (ii) service of process being effected upon 
Licensee by registered mail.

Limitation of Actions. No action, regardless of form, may be 
brought by  either party more than twelve (12) months after 
the cause of action has arisen.  No such claim may be brought unless 
Chilkat has first been given commercially reasonable notice, 
a full written explanation of all pertinent details 
(including copies of all materials), and a good faith 
opportunity to resolve the matter.

Invalidity and Waiver. Should any provision of this 
Agreement be held by a court of law to be illegal, invalid, 
or unenforceable, the legality, validity, and enforceability 
of the remaining provisions of this Agreement will not be 
affected or impaired thereby. The failure of any party to 
enforce any of the terms or conditions of this Agreement, 
unless waived in writing, will not constitute a waiver of 
that party's right to enforce each and every term and 
condition of this Agreement.

U.S. Government Restricted Rights. The Licensed Software is 
provided with Restricted Rights. Use, duplication, or 
disclosure by the Government is subject to restrictions as 
set forth in subparagraph (c) (1) (ii) of The Rights in 
Technical Data and Computer Software clause at DFARS 
252.227-7013 or subparagraphs (c) (1) and (2) of the 
Commercial Computer Software Restricted Rights at 48 CFR 
52.227- 19, as applicable. Manufacturer is Chilkat Software, 
Inc., 1719 E Forest Ave, Wheaton, Illinois 60187 USA.

LICENSEE ACKNOWLEDGES THAT HE HAS READ THIS AGREEMENT, 
UNDERSTANDS IT AND AGREES TO BE BOUND BY ITS TERMS AND 
CONDITIONS. LICENSEE FURTHER AGREES THAT IT IS THE COMPLETE 
AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN LICENSEE 
AND CHILKAT WHICH SUPERSEDES ANY PROPOSAL OR PRIOR OR 
CONTEMPORANEOUS AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER 
COMMUNICATIONS RELATING TO THE SUBJECT MATTER OF THIS 
AGREEMENT
