HXTT SOFTWARE LICENSE AGREEMENT
Heng Xing Tian Tai Ltd. of Xi'an City("HXTT") is willing to grant you, either an individual or an organization or other legal entity, a license to use this HXTT JDBC 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 JDBC 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 grants you a nonexclusive license for the Software as specified herein. You agree to ensure that anyone who uses the Software (accessed either locally or remotely) does so only for your authorized use and complies with the terms of this Agreement. HXTT does not require notification of your acceptance.
"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. "Software" includes the original program and all whole or partial copies of it, including portions merged into other software.
"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.
"Trial License" is a free, non-transferable license allows to use the Evaluation Version of the Software during a free evaluation period, provided the terms of this agreement are met. The free evaluation period extends for 30 calendar days from the day of first use by Licensee. Licensee can use the Software for purposes of testing and evaluation only. Before the end of the 30 day evaluation period, Licensee must either purchase a paid license to the Software or remove the Software from all the machines where Licensee installed it. In either case the Evaluation License is terminated.
"Single Server License" allows unlimited connections, for any applications on one single machine (server) within one company / organisation. This license is not intended for redistributing software products containing or embodying the Software materials.
"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. This license is not intended for redistributing software products containing or embodying the Software materials.
"n User Application License" allows unlimited connections, re-distribute n times with ONE of the license holder's commercial products to third parties. This license does not permit to distribute a fully-enabled version of the Software with the evaluating (trial, demo, etc) version of this commercial product. 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.
"Unlimited Application License" allows unlimited deployment, unlimited connections, and unlimited re-distribution of the Software with ONE of the license holder's commercial products to third parties. This license does not permit to distribute a fully-enabled version of the Software with an evaluation (trial, demo, etc) version of this commercial product that is given away for free.
"OEM License" allows unlimited deployment with ONE of the license holder's commercial products to third parties. This license allows to distribute a specific OEM version of the Software with evaluating (trial, demo, etc) version and commercial license copy of this product. OEM License allows you to incorporate HXTT driver within your commercial applications or product for resale or distribution. The OEM License is valid for implementation ONLY by the Organization/Company/Licensee who had purchased the license. The OEM License allows licensees to integrate HXTT driver Embedded Edition into a single product/application of yours for resale or distribution purposes. This license allows licensees to distribute unlimited copies of HXTT driver as long as HXTT driver is not used as a stand-alone application by the end-user. The OEM License is an unlimited Domain, unlimited Server License that allows "Original Equipment Manufacturers/Licensees" to implement HXTT driver Embedded Edition for an unlimited number of users in any number of Domains or Sub Domains hosted in multiple Servers.
The Software is licensed on a "User" basis, "Server" basis, "Enterprise"basis, "Application"basis, or "OEM" 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.
HXTT hereby grants to you, a non-exclusive, non-transferable (except within your group of companies), royalty-free, perpetual and limited license for the development and distribution 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 but only if you have not been able to remedy such breach of this license within 10 working days after being informed about such incident. 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 one year 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.
All aforementioned limitations of liability shall not apply in cases of wilful misconduct or gross negligence.
7.0 Compliance with Licensing
You agree that upon request of HXTT, or HXTT's authorized representative, you will within thirty (30) working 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 either party 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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