ECruiser Software License

ECRUISER LICENSE AGREEMENT

This is a License Agreement between Simplica Corporation ("Simplica") and you (ether an individual person or a business entity) for the ECruiser® Component Suite ("the Software").

BY INSTALLING, COPYING, OR OTHERWISE USING THE SOFTWARE, YOU AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT.

1. LICENSE GRANT
1. Simplica hereby grants to you a limited, non-exclusive, non-transferable and non-assignable right to use the Software in accordance with the terms and conditions below.
2. PERMITTED USE
1. The Software is licensed per individual developer. This means every developer that uses the software must have a license.
2. There are two (2) types of developer licenses:
1. Trial Licenses which allow developers to evaluate the Software during a finite evaluation period at no cost.
2. Commercial Licenses which allow commercial use of the Software in exchange for payment of a license fee for each developer using the Software.
3. Provided you have purchased one or more Commercial Licenses, you are allowed to deploy the Software to any number of your own runtime computer systems without an additional fee. In this context, 'your own runtime computer system' means non-developer systems such as test or production servers for your own use.
4. You may include the software as part of another software application which you give or sell to a third party provided
   1. You have purchased at least one commercial developer license
   2. The other software application does not provides the same or practically the same functionality as the Software
   3. You include a copy of this license agreement with the other software application
3. LICENSE RESTRICTIONS
1. You may not resell the Software as a stand-alone product to third parties under this Agreement. A separate license agreement is available from Simplica for this purpose.
2. You may not decompile, disassemble, or reverse engineer binary portions of the Software or otherwise attempt to derive the source code from such portions.
3. You may not use the Software to create a derivative work for a third party that provides the same or practically the same functionality as the Software.
4. TERM AND TERMINATION
1. The term of this Agreement will begin on the date you receive your license key and continue in perpetuity for all Commercial Licenses.
2. For Trial Licenses, the term of this Agreement will begin on the date you receive your license key and continue until the end of the evaluation period.
3. Notwithstanding any provisions contained herein, this Agreement may be terminated with immediate effect by Simplica upon written notification, if you substantially fail to fulfill your obligations according to this Agreement.
4. You may terminate this License at any time by destroying the Software, Documentation and all copies thereof.
5. You shall not be entitled to any refund of fees and other sums paid to Simplica.
6. Clauses 3, 5, 6, 7, and 8 shall survive termination of this Agreement.
5. INTELLECTUAL PROPERTY RIGHTS
1. The Software, including your copy (or copies) is owned by Simplica. You have no rights to it other than those specified in this Agreement.
2. You acknowledge that any and all trademarks, copyrights, patents and other intellectual property rights, owned by Simplica, used or embodied in or connected with the Software and the documentation shall be and remain the exclusive property of Simplica.
3. Simplica retains all ownership and intellectual property rights to any source code modified by you.
4. The Software utilizes certain programs developed by third parties that have separate licenses covering their use. Please see the file 'third-party-license.txt' for more details.
6. WARRANTY AND LIMITATION OF LIABILITY
1. Simplica does not provide any warranty whatsoever if you only have a Trial License.
2. If you have a Commercial License, Simplica warrants that the Software will perform substantially in accordance with the accompanying documentation for a period of thirty (30) days from the date you receive your license key. Simplica does not warrant that the Software will be error-free.
3. Simplica's entire liability and your exclusive remedy under the limited warranty described above shall be, at Simplica's option, either (a) return of the license fee paid, or (b) repair or replacement of the defective Software. This limited warranty is void if failure of the Software has resulted from accident, abuse, or misapplication.
4. Source code is licensed as-is; Simplica does not provide support or warranties for source code.
5. NOTWITHSTANDING THE LIMITED WARRANTY ABOVE, SIMPLICA EXPRESSLY EXCLUDES LIABILITY FOR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL LOSS OR DAMAGE WHICH MAY ARISE IN RESPECT OF THE SOFTWARE HOWSOEVER CAUSED EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
7. CONFIDENTIAL INFORMATION
1. You shall treat all proprietary and/or Confidential Information as strictly confidential. Confidential Information means this Agreement, any documentation, object code and machine-readable copies of the Software, source code relating to the Software, and any other proprietary information that may be supplied to you by Simplica.
2. This confidentiality undertaking shall not apply to any part of the proprietary and/or Confidential Information of which you can prove (i) was known to you prior to being furnished to you hereunder (as evidenced by written record predating such disclosure), (ii) was or became public knowledge through no fault or breach of the terms of this Agreement by you, (iii) was received by you from a third party in good faith and not in breach of any agreement, or (iv) was independently acquired by you from a third party in a manner that does not violate any non-disclosure obligations.
8. MISCELLANEOUS
1. Assignment. Neither this Agreement nor any rights granted by virtue of it, or resulting from it, may be assigned by you to others without Simplica's prior written consent.
2. Relationship of the Parties. Neither party hereto shall be deemed an agent, partner, joint venture partner, or related entity of the other by reason of this Agreement.
3. Entire Agreement. This Agreement sets forth the entire agreement, and supersedes any and all prior agreements between the parties regarding the subject matter hereof. No amendment of any provision of this Agreement shall be effective unless set forth in a written instrument signed by the party to be bound thereby.
4. Governing Law/Jurisdiction. This Agreement shall be interpreted, construed and enforced in all respects in accordance with the laws of the State of Delaware in the United States of America.