BINARYMISSION TECHNOLOGIES LIMITED, UK

SOFTWARE COMPONENT PRODUCT  EULA General Terms

Copyright Ⓒ  BINARYMISSION TECHNOLOGIES LIMITED, UK.

END-USER LICENSE AGREEMENT – SINGLE DEVELOPER LICENSE

FOR ALL SOFTWARE COMPONENT PRODUCT(S)

IMPORTANT: READ CAREFULLY: This BINARYMISSION TECHNOLOGIES LIMITED, UK (“BINARYMISSION”) End-User License Agreement (“EULA”) is a legal agreement between you, an individual developer of software applications, (“Developer End User”) and BINARYMISSION for all BINARYMISSION SOFTWARE COMPONENT PRODUCT(S), controls, source code, demonstration artifacts, intermediate files, media,  and online or electronic documentation (“SOFTWARE COMPONENT PRODUCT(S)”) contained as part of our products.

BINARYMISSION grants to you as an individual, a personal, nonexclusive license to use the SOFTWARE COMPONENT PRODUCT(S) for the sole purposes of designing, developing, testing, and deploying application programs which you create. If you are an entity, you must designate one individual within your organization to license the right to use the SOFTWARE COMPONENT PRODUCT(S) in the manner provided herein.

By installing, copying, or otherwise using the SOFTWARE COMPONENT PRODUCT(S), you agree to be bound by the terms of this EULA. If you do not agree to any part of the terms of this EULA, then please DO NOT INSTALL, USE, DISTRIBUTE, OR REPLICATE IN ANY MANNER, ANY PART, FILE OR PORTION OF THE SOFTWARE COMPONENT PRODUCT(S).  Immediately return it to place of purchase for a full refund.

All SOFTWARE COMPONENT PRODUCT(S) is licensed, not sold.

RIGOROUS ENFORCEMENT OF INTELLECTUAL PROPERTY RIGHTS.  If the licensed right of use for this SOFTWARE COMPONENT PRODUCT(S) is purchased by you with any intent to reverse engineer, decompile, create derivative works, and the exploitation or unauthorized transfer of, any BINARYMISSION intellectual property and trade secrets, to include any exposed methods or source code where provided, no licensed right of use shall exist, and any PRODUCT(s) created as a result shall be judged illegal by definition of all applicable law. Any sale or resale of intellectual property or created derivatives so obtained will be prosecuted to the fullest extent of all local and international law.

GRANT OF LICENSE. This EULA, if legally executed as defined herein, licenses and so grants the single individual Developer End User the following rights:

SOFTWARE COMPONENT PRODUCT(S). You may install and use one copy of the SOFTWARE COMPONENT PRODUCT(S), or any prior version legally licensed for the same operating system, on a single computer or device. The primary user of the computer or device on which the SOFTWARE COMPONENT PRODUCT(S) is installed may make a second copy for his or her exclusive use on a portable computer or device.

(a) Storage/Network Use. You, as Developer End User, may also store or install a copy of the SOFTWARE COMPONENT PRODUCT(S) on a storage device, such as a network server, used only to install or run the SOFTWARE COMPONENT PRODUCT(S) on your other computer over an internal network; however, the Developer End User must acquire and dedicate a license for each separate computer on which the SOFTWARE COMPONENT PRODUCT(S) is installed or run from the storage device. A license for the SOFTWARE COMPONENT PRODUCT(S) may not be shared or used concurrently on different computers by more than one User.

EVALUATION LICENSE. BINARYMISSION may provide an evaluation version of SOFTWARE COMPONENT PRODUCT(S). If using an evaluation version of the SOFTWARE COMPONENT PRODUCT(S), the Developer End User is granted a License for a period of only THIRTY (30) days after installation of the evaluation version of the SOFTWARE COMPONENT PRODUCT(S) (“Evaluation Period”).  After the Evaluation Period, the Developer End User shall either (i) delete the SOFTWARE COMPONENT PRODUCT(S) and all related Documentation from ALL computers onto which it was installed or copied, or (ii) contact BINARYMISSION or one of its authorized resellers to purchase the SOFTWARE COMPONENT PRODUCT(s).  Developer End User may use the evaluation version of the SOFTWARE COMPONENT PRODUCT(S) for evaluation purposes only.  Developer End User may not distribute ANY of the files, in any form or manner, provided with the evaluation version of the SOFTWARE COMPONENT PRODUCT(S) to ANY PARTIES.

DESCRIPTION OF OTHER RIGHTS AND LIMITATIONS.

Not for Resale Software. If the SOFTWARE COMPONENT PRODUCT(S) is labelled and provided as “Not for Resale” or “NFR”, then, notwithstanding other sections of this EULA, you may not resell, distribute, or otherwise transfer for value or benefit in any manner, the SOFTWARE COMPONENT PRODUCT(S) or any derivative work using the SOFTWARE COMPONENT PRODUCT(S). You may not transfer, rent, lease, lend, copy, modify, translate, sublicense, time-share or electronically transmit the SOFTWARE COMPONENT PRODUCT(S), media or documentation. This also applies to any and all intermediate files, source code, and compiled libraries or executables.

Limitations on Reverse Engineering, De-compilation, and Disassembly. You may not reverse engineer, decompile, create derivative works, modify, translate, or disassemble the SOFTWARE COMPONENT PRODUCT(S), and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation. You agree to take all reasonable, legal and appropriate measures to prohibit the illegal dissemination of the SOFTWARE COMPONENT PRODUCT(S) or any of its constituent parts and redistributables to the fullest extent of all applicable local, UK Codes and International Laws and Treaties regarding anti-circumvention, including but not limited to, the Geneva and Berne World Intellectual Property Organization (WIPO) Diplomatic Conferences.

Separation of Components, their constituent parts and Redistributables. The SOFTWARE COMPONENT PRODUCT(S) is licensed as a single PRODUCT(s). The SOFTWARE COMPONENT PRODUCT(S) and its constituent parts and any provided redistributables may not be reverse engineered, decompiled, disassembled or separated for use on more than one computer, nor placed for distribution, sale, or resale as individual creations by Developer End User. The provision of source code, if included with the SOFTWARE COMPONENT PRODUCT(S), does not constitute transfer of any legal rights to such code, and resale or distribution of all or any portion of all source code and intellectual property will be prosecuted to the fullest extent of all applicable local, federal and international laws. All BINARYMISSION libraries, source code, redistributables and other files remain BINARYMISSION’s exclusive property. You may not distribute any files, except those that BINARYMISSION has expressly designated as Redistributable.

BINARYMISSION PRODUCT(s) may include certain files (“Redistributables”) intended for distribution by you to the users of programs you create. Redistributables include, for example, those files identified in printed or on-line documentation as redistributable files, those files preselected for deployment by an install utility provided with the SOFTWARE COMPONENT PRODUCT(S) (if any). In any event, the Redistributables for the SOFTWARE COMPONENT PRODUCT(S) are only those files specifically designated as such by BINARYMISSION.  Subject to all of the terms and conditions in this EULA, you may reproduce and distribute exact copies of the Redistributables, provided that such copies are made from the original copy of the SOFTWARE COMPONENT PRODUCT(S) or the copy transferred to a single device.  Copies of Redistributables may only be distributed with and for the sole purpose of executing application programs permitted under this EULA that you have created using the SOFTWARE COMPONENT PRODUCT(S).  Under no circumstances may any copies of Redistributables be distributed separately.

 REDISTRIBUTABLES: Only the specific .NET assemblies or other libraries / package(s) made available as part of the BINARYMISSION product are allowed to be re-distributed along with your applications, and none other.

YOU ARE NOT AUTHORIZED TO REDISTRIBUTE ANY OTHER FILE OR FILES CONTAINED IN THE SOFTWARE COMPONENT PRODUCT(S).

YOU ARE ALSO NOT AUTHORISED TO REDISTRIBUTE ANY OTHER FILE OR FILES SUPPLIED TO YOU ALONG WITH THE SOFTWARE COMPONENT PRODUCT(S).

IF YOU ARE USING THE EVALUATION VERSION OF THE SOFTWARE COMPONENT PRODUCT(S), YOU ARE PROHIBITED FROM REDISTRIBUTING ANY OF THE FILES CONTAINED IN (OR SUPPLIED WITH) THE SOFTWARE COMPONENT PRODUCT(S). 

Rental. You may not rent, lease, or lend the SOFTWARE COMPONENT PRODUCT(S).

SOFTWARE COMPONENT PRODUCT(S) Transfer. You may NOT permanently or temporarily transfer ANY of your rights under this EULA to any individual or entity.  Regardless of any modifications which you make and regardless of how you might compile, link, and/or package your programs, under no circumstances may the libraries, redistributables, and/or other files of the SOFTWARE COMPONENT PRODUCT(S) (including any portions thereof) be used for developing programs by anyone other than you.  Only you as the licensed Developer End User have the right to use the libraries, redistributables, or other files of the SOFTWARE COMPONENT PRODUCT(S) (or any portions thereof) for developing programs created with the SOFTWARE COMPONENT PRODUCT(S).  In particular, you may not share copies of the Redistributables with other co-developers.  You may not reproduce or distribute any BINARYMISSION documentation without BINARYMISSION’s explicit permission.

Termination. Without prejudice to any other rights or remedies, BINARYMISSION will terminate this EULA upon your failure to comply with all the terms and conditions of this EULA. In such events, you must destroy all copies of the SOFTWARE COMPONENT PRODUCT(S) and all of its component parts including any related documentation, and must remove ANY and ALL use of such technology immediately from any applications using technology contained in the SOFTWARE COMPONENT PRODUCT(S) developed by you, whether in native, altered or compiled state.

Additional Restrictions. Distribution by the Licensee of any design-time tools (EXE’s, DLL’s or script libraries / code), executables, and source code distributed to Developer End User by BINARYMISSION as part of this SOFTWARE COMPONENT PRODUCT(S) and not explicitly identified as a redistributable file is strictly prohibited. Redistribution by Licensee’s users of BINARYMISSION’s redistributables or Licensee modified version of BINARYMISSION redistributable files without an appropriate redistribution license obtained from BINARYMISSION is strictly prohibited.

The Developer End User shall not develop software applications that provide an application programming interface to the SOFTWARE COMPONENT PRODUCT(S) or the SOFTWARE COMPONENT PRODUCT(S) as modified.

The Developer End User may NOT distribute the SOFTWARE COMPONENT PRODUCT(S), in any format, to other users for development or application compilation purposes. Specifically, if Developer End User creates a .NET Control, Component or Javascript library product using the SOFTWARE COMPONENT PRODUCT(S) as a constituent component, Developer End User may NOT distribute the component created with the SOFTWARE COMPONENT PRODUCT(S) (in any format) to users to be used at design time and / or for ANY development purposes.

YOU MAY NOT CREATE ANY TOOL OR SOFTWARE COMPONENT PRODUCT(S) THAT DIRECTLY OR INDIRECTLY COMPETES WITH THE SOFTWARE COMPONENT PRODUCT(S) WHICH UTILIZES ALL OR ANY PORTION OF THE SOFTWARE COMPONENT PRODUCT(S).

UPGRADES. If the SOFTWARE COMPONENT PRODUCT(S) is labelled as an upgrade, you must be properly licensed to use a PRODUCT(s) identified by BINARYMISSION as being eligible for the upgrade in order to use the SOFTWARE COMPONENT PRODUCT. A SOFTWARE COMPONENT PRODUCT labelled as an upgrade replaces and/or supplements the SOFTWARE COMPONENT PRODUCT that formed the basis for your eligibility for the upgrade, and together constitute a single PRODUCT. You may use the resulting upgraded PRODUCT only in accordance with all the terms of this EULA.

COPYRIGHT. All title and copyrights in and to the SOFTWARE COMPONENT PRODUCT(S) (including but not limited to any images, demonstration programs, source code, intermediate files, packages, photographs, redistributables, and other media files, incorporated into the SOFTWARE COMPONENT PRODUCT(S) the accompanying materials, and any copies of the SOFTWARE COMPONENT PRODUCT(S)) are owned by BINARYMISSION or its subsidiaries. The SOFTWARE COMPONENT PRODUCT(S) is protected by copyright laws and international treaty provisions. Therefore, you must treat the SOFTWARE COMPONENT PRODUCT(S) like any other copyrighted material except that you may install / use the SOFTWARE COMPONENT PRODUCT(S) on a single computer provided you keep the original solely for backup or archival purposes.

DUAL-MEDIA SOFTWARE COMPONENT PRODUCT(S). You may receive the SOFTWARE COMPONENT PRODUCT(S) in more than one medium. Regardless of the type or size of medium you receive, you may use only one medium that is appropriate for your single device. You may not use or install the other medium on another device. You may not loan, sell, rent, lease, or otherwise transfer in any manner the other medium to another user or entity.

Installation and Use. The license granted in this EULA for you to create your own compiled programs and distribute your programs and the Redistributables (if any), is subject to all of the following conditions:

a) (i) all copies of the programs you create must bear a valid copyright notice, either your own or the BINARYMISSION copyright notice that appears on the SOFTWARE COMPONENT PRODUCT(S);

(ii) you may not remove or alter any BINARYMISSION copyright, trademark or other proprietary rights notice contained in any portion of BINARYMISSION libraries, source code, Redistributables or other files that bear such a notice;

(iii) BINARYMISSION provides no warranty at all to any person, other than the Limited Warranty provided to the original purchaser of the SOFTWARE COMPONENT PRODUCT(S), and you will remain solely responsible to anyone receiving your programs for support, service, upgrades, or technical or other assistance, and such recipients will have no right to contact BINARYMISSION for such services or assistance; 

(iv) you will indemnify and hold BINARYMISSION TECHNOLOGIES LIMITED, UK, its related companies and its suppliers, harmless from and against any claims or liabilities arising out of the use, reproduction or distribution of your programs; 

(v) your programs containing BINARYMISSION SOFTWARE COMPONENT PRODUCT(S) must be written using a licensed, registered copy of the SOFTWARE COMPONENT PRODUCT(S); 

(vi) your programs must add primary and substantial functionality, and may not be merely a set or subset of any of the libraries, code, Redistributables or other files of the SOFTWARE COMPONENT PRODUCT(S); 

(vii) you may not use BINARYMISSION’s or any of its suppliers’ names, logos, or trademarks to market your programs.

EXPORT RESTRICTIONS.  BINARYMISSION expressly complies with all export restrictions imposed by the government of the United Kingdom.  You, as Developer End User, must agree not to export or re-export the SOFTWARE COMPONENT PRODUCT(S) within any created application to any country, person, entity or end user who are subject to UK, EU, USA or other international export restrictions.

NO WARRANTIES.  BINARYMISSION expressly disclaims any warranty for the SOFTWARE COMPONENT PRODUCT(S).  THE SOFTWARE COMPONENT PRODUCT(S) AND ANY RELATED DOCUMENTATION IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT.  THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF THE SOFTWARE COMPONENT PRODUCT(S) REMAINS WITH YOU.  To the maximum extent permitted by applicable law, in no event shall BINARYMISSION be liable for any special, incidental, indirect, or consequential damages whatsoever (including, without limitation, damages for loss of business profits, business interruption, loss of business information, or any other pecuniary loss) arising out of the use of or inability to use the SOFTWARE COMPONENT PRODUCT(S) or the provision of or failure to provide Support Services, even if BINARYMISSION has been advised of the possibility of such damages.

BINARYMISSION’s entire liability and your exclusive remedy shall be, at BINARYMISSION’s option, either (a) return of the price paid, or (b) repair or replacement of the SOFTWARE COMPONENT PRODUCT(S) that does not meet BINARYMISSION’s Limited Warranty and which is returned to BINARYMISSION with a copy of your receipt.  DO NOT RETURN ANY PRODUCT(S) UNTIL YOU HAVE CONTACTED BINARYMISSION AND OBTAINED A RETURN AUTHORIZATION CODE.

This Limited Warranty is void if failure of the SOFTWARE COMPONENT PRODUCT(S) has resulted from accident, abuse, or misapplication.

SOFTWARE COMPONENT PRODUCT(S) Transfer. You may NOT permanently transfer ANY of your rights under this EULA.

MISCELLANEOUS. This EULA shall be construed, interpreted and governed by the laws of the United Kingdom.

BINARYMISSION TECHNOLOGIES LIMITED reserves all rights not specifically granted in this EULA.

GENERAL PROVISIONS. This EULA may only be modified in writing signed by you and an authorized officer of BINARYMISSION TECHNOLOGIES LIMITED. If any provision of this EULA 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 the Limited Warranty shall remain in effect.

If this SOFTWARE COMPONENT PRODUCT(S) was acquired outside the United Kingdom, then you, as the Developer End User, agree and ascend to the adherence to all applicable international treaties regarding copyright and intellectual property rights which shall also apply.  In addition, you, as Developer End User, agree that any local law(s) to the benefit and protection of BINARYMISSION ownership of, and interest in, its intellectual property and right of recovery for damages thereto will also apply.

ACKNOWLEDGEMENTS.  Developer End User acknowledges that he or she has read this Agreement, understands it, and agrees to be bound by its terms and conditions.

Should you have any questions concerning this EULA, or if you desire to contact BINARYMISSION for any reason, please write to us at support AT binarymission.co.uk.