- Created: 26 May 2016
XSHARP OPEN SOFTWARE LICENSE AGREEMENT
Version effective date: Sept 15, 2015
The use of the Software is unsupported and is for personal or
commercial use. Support is available from XSharp under a separate
agreement, see Part 3.c.
For redistribution of the Software, you will require an OEM license,
see part 4.b. For more information on support options or
redistribution (e.g. OEM Licensing) please contact XSharp.
This license establishes the terms under which the Software may be
used, copied, modified, distributed and/or redistributed. The intent
of this license is that XSharp maintains control over the
development and distribution of the Software, while allowing its use
it in a variety of ways. If the terms of this license do not permit
your proposed usage or if you require clarification regarding your
XSharp BV. ("XSharp") is willing to license the software only upon
the condition that you accept all of the terms contained in this
software license agreement. Please read the terms carefully. By
clicking on "yes, accept" or by installing the software, you will
indicate your agreement with them. If you are entering into this
agreement on behalf of a company or other legal entity, your
acceptance represents that you have the authority to bind such
entity to these terms, in which case "you" or "your" shall refer to
your entity. If you do not agree with these terms, or if you do not
have the authority to bind your entity, then XSharp is unwilling to
license the software, and you should not install the software.
The parties to this Agreement are you, the licensee ("You") and
XSharp. If You are not acting on behalf of yourself as an
individual, then "You" means your company or organization. A company
or organization shall in either case mean a single business entity,
and shall not include its affiliates or wholly owned subsidiaries.
2. The software.
The accompanying materials including, but not limited to, binary
executables, documentation, images, and scripts, which are
distributed by XSharp, and derivatives of that collection and/or
those files are referred to herein as the "Software".
3. License Grant for the Software.
a. You are granted worldwide, perpetual, paid up, royalty free,
non-exclusive rights to install and use the Software subject to the
terms and conditions contained herein.
b. You may: (i) copy the Software for archival purposes, (ii) copy
the Software for personal use purposes, (iii) use, copy, and
distribute the Software solely for your organization's internal use
and or business operation purposes including copying the Software to
other workstations inside Your organization. Any copy must contain
the original Software's proprietary notices in unaltered form.
c. No Other Software and Services. XSharp will not provide you
with any other software or services (including any support or
maintenance services) relating to the Software, except to the extent
that such software and services, if any, are required and provided
pursuant to an applicable maintenance and support agreement.
a. XSharp encourages you to promote use of the Software. However,
this agreement does not grant permission to use the trade names,
trademarks, service marks, or product names of XSharp, except as
required for reasonable and customary use in describing the origin
of the Software. In particular, you cannot use any of these marks in
any way that might state or imply that XSharp endorses Your work, or
might state or imply that You created the Software covered by this
Agreement. Except as expressly provided herein, you may not:
i. modify or translate the Software;
ii. reverse engineer, decompile, or disassemble the Software,
except to the extent this restriction is expressly prohibited by
iii. create derivative works based on the Software;
iv. merge the Software with another product;
v. copy the Software; or
vi. remove or obscure any proprietary rights notices or labels on
b. You may not distribute the Software via OEM Distribution (as
defined below) without entering into a separate OEM Distribution
Agreement with XSharp. "OEM Distribution" means permitting others
outside Your organization to use the Software, distribution and/or
use of the Software as either a bundled add-on to, or embedded
component of, another application, with such application being made
available to its users as, but not limited to, an on-premises
application, a hosted application, a Software-as-a-Service offering
or a subscription service for which the distributor of the
application receives a license fee or any form of direct or indirect
compensation. Except as expressly provided herein, you may not:
i. permit others outside Your organization to use the Software,
1. the Software as a whole whether as a wrapped application or
on a stand-alone basis, or
2. parts of the Software to create a language distribution, or
3. the XSharp components with Your Wrapped Application.
The exception to this rule are the components of the software that
are explicitly listed in the documentation as “redistributable
files”. These files are also copied by the installation process of
the Software into to a separate folder with the name “Redist” under
the Software’s installation folder.
c. You are excluded from the foregoing restrictions in paragraph
4b if You are using the Software for non-commercial purposes as
determined by XSharp at its sole discretion, or if You are using the
Software solely for Your organization’s internal use and or internal
business operation purposes on non-production servers (e.g.
development and or testing).
XSharp and its suppliers own the Software and all intellectual
property rights embodied therein, including copyrights and valuable
trade secrets embodied in the Software's design and coding
methodology. The Software is protected by the copyright laws from
The Netherlands and international treaty provisions. This Agreement
provides You only a limited use license, and no ownership of any
6. Infringement Indemnification.
You shall defend or settle, at Your expense, any action brought
against XSharp based upon the claim that any modifications to the
Software or combination of the Software with products infringes or
violates any third party right; provided, however, that: (i) XSharp
shall notify Licensee promptly in writing of any such claim; (ii)
XSharp shall not enter into any settlement or compromise any such
claim without Your prior written consent; (iii) You shall have sole
control of any such action and settlement negotiations; and (iv)
XSharp shall provide You with commercially reasonable information
and assistance, at Your request and expense, necessary to settle or
defend such claim. You agree to pay all damages and costs finally
awarded against XSharp attributable to such claim.
7. Limited Warranty.
Neither XSharp nor any of its suppliers or resellers makes any
warranty of any kind, express or implied, and XSharp and its
suppliers specifically disclaim the implied warranties of title,
non-infringement, merchantability, fitness for a particular purpose,
system integration, and data accuracy. There is no warranty or
guarantee that the operation of the software will be uninterrupted,
error-free, or virus-free, or that the software will meet any
particular criteria of performance, quality, accuracy, purpose, or
need. You assume the entire risk of selection, installation, and use
of the software. This disclaimer of warranty constitutes an
essential part of this agreement. No use of the software is
authorized hereunder except under this disclaimer.
8. Local Law.
If implied warranties may not be disclaimed under applicable law,
then any implied warranties are limited in duration to the period
required by applicable law. Some jurisdictions do not allow
limitations on how long an implied warranty may last, so the above
limitations may not apply to You. This warranty gives you specific
rights, and You may have other rights which vary from jurisdiction
9. Limitation of Liability.
Independent of the forgoing provisions, in no event and under no
legal theory, including without limitation, tort, contract, or
strict products liability, shall XSharp or any of its suppliers be
liable to you or any other person for any indirect, special,
incidental, or consequential damages of any kind, including without
limitation, damages for loss of goodwill, work stoppage, computer
malfunction, or any other kind of commercial damage, even if XSharp
has been advised of the possibility of such damages. This limitation
shall not apply to liability for death or personal injury to the
extent prohibited by applicable law. In no event shall XSharp's
liability for damages for any cause whatsoever, and regardless of
the form of action, exceed in the aggregate the amount of the
purchase price paid for the software license.
10. Export Controls.
You agree to comply with all export laws and restrictions and
regulations of The Netherlands, The European Union or foreign
agencies or authorities, and not to export or re-export the Software
or any direct product thereof in violation of any such restrictions,
laws or regulations, or without all necessary approvals. As
applicable, each party shall obtain and bear all expenses relating
to any necessary licenses and/or exemptions with respect to its own
export of the Software from The Netherlands or the European Union.
If any provision of this Agreement is declared invalid or
unenforceable, such provision shall be deemed modified to the extent
necessary and possible to render it valid and enforceable. In any
event, the unenforceability or invalidity of any provision shall not
affect any other provision of this Agreement, and this Agreement
shall continue in full force and effect, and be construed and
enforced, as if such provision had not been included, or had been
modified as above provided, as the case may be.
12. Jurisdiction and Venue.
This Agreement is governed by the applicable laws of The
Except as expressly provided herein neither this Agreement nor any
rights granted hereunder, nor the use of any of the Software may be
assigned, or otherwise transferred, in whole or in part, by
Licensee, without the prior written consent of XSharp. XSharp may
assign this Agreement in the event of a merger or sale of all or
substantially all of the stock of assets of XSharp without the
consent of Licensee. Any attempted assignment will be void and of no
effect unless permitted by the foregoing. This Agreement shall inure
to the benefit of the parties permitted successors and assigns.