BINARY SOFTWARE LICENSE AGREEMENT
Hongxin Technology & Trade Ltd.("HXTT") IS WILLING TO GRANT YOU A LICENSE TO USE THIS HXTT SOFTWARE ONLY UPON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS CONTAINED IN THIS LICENSE AGREEMENT ("AGREEMENT"). PLEASE READ THE TERMS AND CONDITIONS OF THIS AGREEMENT CAREFULLY BEFORE USING THIS HXTT SOFTWARE PRODUCT. IF YOU CANNOT ACCEPT THEM, YOU SHOULD PROMPTLY DELETE THE SOFTWARE FROM YOUR SYSTEM. IF YOU ACCEPT THE TERMS, THEN INSTALL AND USE THE SOFTWARE AS DIRECTED. BY DOING SO, YOU ACCEPT THE OFFER ON THE TERMS SET OUT BELOW. THE AGREEMENT WILL BE MADE AT THE TIME OF INSTALLATION. HXTT DOES NOT REQUIRE NOTIFICATION OF YOUR ACCEPTANCE.
1.0 DEFINITIONS
"Software" means the computer program in binary form, any other machine
readable materials (including, but not limited to, libraries, source files,
header files, and data files) and any user manuals, programming guides and other
documentation contained in this product, and any updates to the program provided
to you by HXTT expressly subject to this Agreement.
"Customer" means a licensed user of HXTT products.
"User" means a single person operating a workstation computer.
"Server" means a computer with one or more CPUs on which the Software resides,
along with applications utilizing the Software, and which other computers can
access.
"User License" allows limited connections, for an application on a
single server. If you are licensed on a User basis, in no event shall the number
of persons with access to the Software exceed the number of persons identified
on your invoice. Customer shall sum all persons who will have access to the
Software and provide that information for License purposes. In no event shall
applications or processes using the Software at any one time exceed the number
of concurrent connections identified on your invoice.
"Server License" allows unlimited connections, for any applications
on a single server.
"Enterprise License" allows unlimited installations within the license
holder's organization in one country, but does not authorize re-distribution
with their applications to third parties, or its overseas branches.
"n User Application License" allows unlimited connections, re-distribute
n times with ONE of the license holder's products to third parties. To upgrade
from any Application License version or configuration, you only need to pay
the difference between your original price and the higher version price you
wish to license.
The Software is licensed on a "User" basis, "Server" basis, "Enterprise" basis,
or "Application" basis. Your invoice will identify which license type you have,
and, if applicable, how many users are permitted. A Trial license is not invoiced
but is also licensed as a "User" or "Server" basis.
2.0 Intellectual Property Protection
HXTT owns this software program and documentation, both of which are protected
under applicable copyright laws. Your right to use the software program(s) and
the documentation is limited to the terms and conditions described below.
3.0 LICENSE
HXTT grants to you, a non-exclusive, non-transferable, royalty-free and limited
license for the development of applications ("Programs") using our
software. No license is granted to you for any other purpose. You may not modify
or create derivative works of the Licensed Software, or reverse engineer, disassemble
or decompile binary portions of the Licensed Software, or otherwise attempt
to derive the source code from such portions. No right, title, or interest in
or to Licensed Software, any trademarks, service marks, or trade names of HXTT
or HXTT's licensors is granted under this Agreement. If you are using a trial
version of the Software, you may use it only for the specified trial period.
As a trial licensee, you may use the software on Client or Server machines during
the trial period.
Under this HXTT Software License Agreement ("License"), you may use the enclosed
HXTT program(s) (the "Software") as specified in your invoice documenting the
purchase of this License. You may make copies of the Software solely for purposes
of backup. The copyright notice must be reproduced and included on a label on
any backup copy. You may not distribute copies of the Software and documentation
to others. You may not rent, lease or grant your rights to the Software. You
may not alter, reverse compile or disassemble any of the Software or documentation
without the prior written consent of HXTT.
4.0 TERM AND TERMINATION OF AGREEMENT
4.1 Your License of Software will automatically terminate without notice if
you fail to comply with any terms or conditions of this License. The term of
the License granted hereunder shall be as defined on your invoice unless terminated
earlier by either party for a material breach of this License or as otherwise
provided for in this License. The term of a trial license is thirty (30) days.
4.2 You may terminate this Agreement at any time by destroying all copies of
Software.
4.3 Either party may terminate this Agreement immediately should any Software
become, or in either party's opinion be likely to become, the subject of a claim
of infringement of any intellectual property right.
4.4 This Agreement will terminate immediately without notice from HXTT if you
fail to comply with any provision of this Agreement.
4.5 Upon termination or expiration of this Agreement, you shall immediately
cease use of and destroy Licensed Software and any copies thereof.
4.6 Rights and obligations under this Agreement which by their nature should
survive, will remain in effect after termination or expiration hereof.
Upon the termination of this License for any reason, the Software, documentation
and any copies thereof shall be destroyed. Upon the termination of a trial license,
the software, documentation, and any copies thereof shall be removed from all
test machines.
5.0 LIMITED WARRANTY
5.1 Licensee acknowledges that Licensed Software may contain errors and is not
designed or intended for use in the design, construction, operation or maintenance
of any nuclear facility ("High Risk Activities"). HXTT disclaims any
express or implied warranty of fitness for such uses. You represent and warrant
to HXTT that you will not use, distribute or license the Licensed Software for
High Risk Activities.
5.2 The Software and all documentation is provided to you "AS IS". Due to the
complex nature of computer software, HXTT does not warrant that the licensed
Software is completely error-free, will operate without interruption or is compatible
with all equipment and software configurations. You expressly assume all risk
for such use. Should the Software prove defective following its purchase, you
and not HXTT assume the entire cost of all necessary service, repair or correction.
5.3 HXTT provides you with updates or error corrections (collectively "Software
Updates"). The Software Updates will be considered part of Licensed Software,
and subject to the terms of this Agreement.
5.4 HXTT warrants that the media (if any) containing the Software, if provided
by HXTT, is free from defects in material and will so remain for thirty (30)
days from the date you acquired the Software. HXTT's sole liability, and your
sole remedy, for any breach of this warranty shall be the replacement of your
defective media. Only if you inform HXTT of your problem with the Software during
the warranty period and provide evidence of the date you acquired the Software,
will HXTT be obligated to honor this warranty. HXTT will use reasonable commercial
efforts to replace the defective media pursuant to the foregoing warranty within
thirty (30) days of being so notified. We provide free technical support to
all our custmers for three years following the purchase of our products. HXTT
does not warrant uninterrupted or error-free operation of a product or that
HXTT will correct all defects. This is a limited warranty and it is the only
warranty made by HXTT.
LICENSED SOFTWARE IS PROVIDED "AS IS". EXCEPT AS SPECIFIED ABOVE,
ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES, WITH RESPECT
TO THE SUBJECT MATTER HEREOF, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY,
SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT,
ARE HEREBY DISCLAIMED. This warranty gives you specific legal rights, and you
may have other legal rights that vary from state to state or by jurisdiction.
6.0 LIMITATION OF LIABILITY
6.1 You acknowledge that the Licensed Software may have defects or deficiencies
which cannot or will not be corrected by HXTT. You will hold HXTT harmless from
any claims based on your use or inability to use the Licensed Software for any
purpose, and from any claims that later versions or releases of any Licensed
Software furnished to you are incompatible with the Licensed Software provided
to you under this Agreement.
6.2 You shall have the sole responsibility to protect adequately and backup
your data and/or equipment used in connection with the Licensed Software. You
shall not claim against HXTT for lost data, re-run time, inaccurate output,
work delays or lost profits resulting from your use of the Licensed Software.
6.3 Neither party will be liable for any indirect, punitive, special, incidental
or consequential damage in connection with or arising out of this Agreement
(including loss of business, revenue, profits, use, data or other economic advantage),
however it arises, whether for breach or in tort, even if that party has been
previously advised of the possibility of such damage.
IN NO EVENT WILL HXTT BE LIABLE FOR ANY LOST REVENUE, PROFIT OR DATA, OR OTHER
SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES HOWEVER CAUSED
AND REGARDLESS OF THEORY OF LIABILITY ARISING OUT OF THE USE OF OR INABILITY
TO USE THE PRODUCT(S), EVEN IF HXTT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES. In no event shall HXTT liability to you (whether in contract, tort,
or otherwise) exceed the license fee paid by you for the Software. Some states
do not allow the exclusion or limitation of incidental or consequential damages,
so this limitation and exclusion may not apply to you.
7.0 Compliance with Licensing
You agree that upon request of HXTT, or HXTT's authorized representative, you
will within thirty (30) days fully document and certify that your use of any
and all HXTT's software at the time of the request is in conformity with your
valid licensing from HXTT.
8.0 GENERAL TERMS
8.1 Neither party may assign or otherwise transfer any of its rights or obligations
under this Agreement, without the prior written consent of the other party,
except that HXTT may assign this Agreement to an affiliated company.
8.2 This Agreement is the parties' entire agreement relating to its subject
matter. It supersedes all prior or contemporaneous oral or written communications,
proposals, conditions, representations and warranties and prevails over any
conflicting or additional terms of any quote, order, acknowledgment, or other
communication between the parties relating to its subject matter during the
term of this Agreement. No modification to this Agreement will be binding, unless
in writing and signed by an authorized representative of each party.
8.3 If any one or more of the provisions of this License are finally adjudicated
to be partially or entirely unenforceable by a court of competent jurisdiction,
then this License shall be construed as if such unlawful provision had not been
contained herein, and the remainder of the License shall remain in full force
and effect.
8.4 A waiver of any breach or default under this License shall not be
a waiver of any other or subsequent breach or default. Failure or delay by either
party to enforce compliance with any term or condition of this License shall
not constitute a waiver of such term or condition.
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