1. Ownership. The Product is proprietary to KutinSoft.com.
protected under U.S. copyright and other laws; (b)
made. You agree that you will not, at any time,
KutinSoft.com's rights in the Product. You have no rights
belonging to KutinSoft.com.
2. GRANT OF LICENSE AND SCOPE OF USE.
2.1 Grant of License. Subject to the terms and
conditions of this License, KutinSoft.com grants to you, if
you are an individual, or, if you are an entity, one
(1) designated person in your organization ("Named
User") a personal, nonexclusive, nontransferable and
limited license to use the Product solely to create,
compile (including byte code compile), test and
deploy, in source or object code form, your own
application programs and other works ("Works"). You
may install the Product on a reasonable number of
machines provided that the Named User is the only
individual permitted to use the Product. Subject to
the other terms and conditions of this License, you
may distribute your Works to others for production
use. You may also make a reasonable number of copies
of the Product to backup devices such as hard disks,
optical media, or tape and one (1) physical CD media
backup copy of the Product solely to replace the
original copy provided to you if the original copy is
damaged or destroyed. All rights not specifically
granted to you herein are retained by KutinSoft.com.
2.2 Multiple Licensed Copies. You may purchase from
KutinSoft.com or its authorized reseller additional
licenses to permit multiple Named Users to use the
Product (each, a "Named User License"). Such rights
will be effective only when granted in writing by
KutinSoft.com or its authorized reseller and are
conditioned upon your payment of the applicable fees.
If you purchase additional Named User Licenses for
the Product then you are granted for each Named User
License the personal, nonexclusive, nontransferable
and limited license to designate one individual in
your organization as the Named User and permit such
Named User to install and use the Product solely as
permitted under Section 2.1. In such case, the
Product may be used exclusively by the specifically
designated Named Users, subject to all the terms and
conditions of this License. You agree that you will
not designate more Named Users than the number of
Named User Licenses that KutinSoft.com or its authorized
reseller has expressly granted to you and you will
not allow the Product to be used by any individuals
other than the Named Users designated by you from
time to time. You agree to maintain accurate records
of the Named User designated by you to use the
Product under each Named User License you hold.
3. GENERAL TERMS THAT APPLY TO COMPILED PROGRAMS AND
REDISTRIBUTABLES.
3.1 Redistributables. The Product may include certain
files, libraries and/or source code specifically
designated as "redistributables" by KutinSoft.com in the
accompanying printed or on-line documentation and
that are necessary to use Works created using the
Product ("Redistributables"). From time to time,
KutinSoft.com may designate other files as
Redistributables. You should refer to the
documentation, including any "readme" or "deploy"
files provided with the Product, for additional
information regarding Redistributables. Subject to
the terms and conditions of this License, you may
freely redistribute source code or compiled code that
is entirely your own and does not contain any
Redistributables.
3.2 Licensing of Redistributables. Subject to the
terms and conditions of this License including the
restrictions of Section 3.3, KutinSoft.com grants you the
personal, non-exclusive, non-transferable and limited
license to: (a) make exact copies of the
Redistributables and distribute those copies solely
as components of your Works and solely as required
for permitting end users of the Works ("End Users")
to install and execute the Works; (b) install and
execute Redistributables, without modification, on
computers that you own or possess solely for your own
internal use; and (c) sublicense to your End Users
the personal, non-exclusive, non-transferable right
to install and execute Redistributables, without
modification, solely as components of Works and
solely for such End Users' own internal use, subject
to End Users' compliance with the restrictions in
Section 5 as to Redistributables. The rights granted
to you under this Section 3.2 may not be exercised by
others, including co-developers, regardless of how
you might compile, link, or package your Works.
These rights apply only to Redistributables and to no
other file, library, source code or other component
or derivative work of the Product. They may be
exercised only with respect to Works created by you
using a duly licensed, properly registered copy of
the Product.
3.3 Certain Restrictions. Regardless of any
modifications that you make and regardless of how you
might compile, link, or package your Works: (a) you
may not permit your End Users to modify or further
distribute Redistributables or use Redistributables
in any program that they create; (b) you may not use
KutinSoft.com's or any of its suppliers' names, logos, or
trademarks to market your Works, except to state
descriptively that your Work was written using the
Product; (c) all copies of the Works you create must
bear a valid copyright notice, either your own or the
KutinSoft.com copyright notice that appears on the Product,
and you may not remove or alter any KutinSoft.com
copyright, trademark or other proprietary rights
notice contained in any portion of the
Redistributables; and (d) you may only distribute
Redistributables with Works that add primary and
substantial functionality to the Redistributables and
are not merely a set or subset of any of the
Redistributables, and that are created in accordance
with the terms of this License.
3.4 Relationship with End Users. Except as set forth
in Section 4, there are no third party beneficiaries
to this License. Consequently, KutinSoft.com provides no
warranty at all to any person, other than the limited
warranty provided to you the original purchaser of
the Product, as set forth herein, and you will be
solely responsible to your End Users (or anyone else
who uses or acquires Works) for support, service,
upgrades, or technical or other assistance (including
with respect to any Redistributables included
therein), and such persons will have no right to
contact KutinSoft.com for any services or assistance. You
will indemnify, defend and hold KutinSoft.com, its
licensors, its suppliers and each of their respective
employees, officers, directors and affiliates,
harmless from and against any claims or liabilities
arising out of or related to the use, procurement,
reproduction or distribution of your Works by third
parties.
3.5 Third Party Software. The Product, including
Redistributables, may include source code,
redistributable files, and/or other files provided by
a third party vendor ("Third Party Product"). Since
use of Third Party Product might be subject to
license restrictions imposed by the third party
vendor, you should refer to the on-line documentation
(if any) provided with Third Party Product for any
license restrictions imposed by the third party
vendor. In any event, any license restrictions
imposed by a third party vendor are in addition to,
not in lieu of, the terms and conditions of this
License.
3.6 Other Rights. Contact KutinSoft.com for the applicable
royalties due and other licensing terms for all other
uses or distribution of the Redistributables.
4. SPECIAL TERMS. The following terms and conditions
("Special Terms") are specific to certain editions,
versions and components of the Product and are in
addition to the provisions of Sections 2 and 3. If any
provision of the Special Terms applicable to the
Product conflicts with any other provision of this
License, then the provision of the Special Terms will
supercede and control.
4.1 SPECIAL TERMS THAT APPLY TO DURABLE COPY
4.5 ADDITIONAL LICENSE TERMS APPLICABLE TO UPGRADES
If you have purchased an upgrade version of the
Product, it constitutes a single product with the copy
of the Product that you upgraded. This means that,
although you may have two sets of Product media, you
still have only one license. Therefore, you may not
transfer the original copy of the Product to any other
party.
5. Limitations. You may not: (a) modify, adapt, alter,
translate, or create derivative works of the Product
or merge the Product with other software other than
as described in the Product's accompanying
documentation or as approved of in writing by
KutinSoft.com; (b) lease, rent or loan the Product to any
third party; (c) sublicense, distribute or otherwise
transfer the Product or any component thereof to any
third party except as expressly authorized in this
Agreement; (d) reverse engineer, decompile,
disassemble, or otherwise attempt to derive the
source code of the Product; (e) remove, alter, or
obscure any confidentiality or proprietary notices
(including copyright and trademark notices) of
KutinSoft.com or its suppliers on the Product; (f) allow
third parties to access or use the Product such as
in a time-sharing arrangement or operate the Product
as part of a service bureau or, except as expressly
authorized under Sections 2, 3 or 4, otherwise for
the use or benefit of third parties; (g) reproduce
or use the Product except as expressly authorized
under Sections 2, 3 or 4; or (h) disclose or publish
performance benchmark results for the Product. The
rights granted under this License apply only to this
Product. You must procure a separate license to use
other KutinSoft.com software. Furthermore, you may not
permit your End Users to conduct the restricted
activities limited by items (a) through (e), (g) and
(h) above insofar as they apply to Redistributables,
and such End User's sublicense rights to the
Redistributables are conditioned upon compliance
with such limitations. The limitations in this
Section 5 apply equally to your use of the Product,
in whole or in part, including any component or
Redistributable.
6. LIMITED WARRANTY AND DISCLAIMER. KutinSoft.com warrants
to you, the original purchaser and to no other
party, that any physical media included with the
Product, as and when provided to you, will be free
of physical defects in materials and workmanship for
a period of ninety (90) days after the date that you
initially acquire the Product. Your exclusive
remedy and KutinSoft.com's sole liability for breach of
this warranty is that KutinSoft.com will replace any
defective media returned to KutinSoft.com within the
ninety (90) day warranty period. This warranty does
not apply to damages resulting from misuse, abuse or
neglect. Any replacement media will be warranted as
above for the remainder of the original warranty
period or twenty (20) days from the date we ship it
to you, whichever is longer. EXCEPT FOR THIS
EXPRESS LIMITED WARRANTY, THE PRODUCT IS PROVIDED
"AS IS" AND WITHOUT WARRANTY OF ANY KIND. KutinSoft.com
HEREBY EXCLUDES AND DISCLAIMS ALL IMPLIED OR
STATUTORY WARRANTIES, INCLUDING ANY WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,
QUALITY, NON-INFRINGEMENT, TITLE, RESULTS, EFFORTS
OR QUIET ENJOYMENT. THERE IS NO WARRANTY THAT THE
PRODUCT WILL BE ERROR-FREE OR WILL FUNCTION WITHOUT
INTERRUPTION. YOU ASSUME THE ENTIRE RISK FOR THE
RESULTS OBTAINED USING THE PRODUCT. TO THE EXTENT
THAT KutinSoft.com MAY NOT DISCLAIM ANY WARRANTY AS A
MATTER OF APPLICABLE LAW, THE SCOPE AND DURATION OF
SUCH WARRANTY WILL BE THE MINIMUM PERMITTED UNDER
SUCH LAW.
SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED
WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO
YOU. THIS LIMITED WARRANTY GIVES YOU SPECIFIC LEGAL
RIGHTS, AND YOU MAY ALSO HAVE OTHER LEGAL RIGHTS, WHICH
VARY FROM STATE TO STATE.
7. SERVICES; UPDATES; PRODUCT CHANGES. KutinSoft.com is not
required under this License to provide any
installation, training or other services to you.
Such services, if available, must be purchased
separately. If, pursuant to a separate support
agreement or otherwise, KutinSoft.com provides you with a
new release, error correction, update, upgrade or
other modification to the Product, such modification
will be deemed part of the Product, and subject to
the terms of this License, unless the modification
is expressly provided subject to a separate license
agreement. KutinSoft.com reserves the right at any time
not to release or to discontinue release of any
Product and to alter prices, features,
specifications, capabilities, functions, licensing
terms, release dates, general availability or other
characteristics of any future releases of the
Product.
8. Registration. You must register the Product with
KutinSoft.com as a condition to your rights to use the
Product. You will be prompted to register the
Product at the time of your installation or first
use of the Product, at which time you will be
notified (or directed to online resources
explaining) how registration information provided by
you may be used and you will be afforded the
opportunity to opt out of certain uses of such
information.
9. Confidentiality. You acknowledge that the Product
in source code form remains a confidential trade
secret of KutinSoft.com. You agree to hold this
information in confidence, not disclose it to any
person, and not use it for any purpose other than
the use and operation of the Product as permitted
under this License.
10. LIMITATION OF LIABILITY. IN NO EVENT WILL KutinSoft.com
BE LIABLE TO ANY PARTY FOR ANY INDIRECT,
INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, SPECIAL OR
PUNITIVE DAMAGES, INCLUDING ANY LOSS OF PROFIT,
REVENUE, BUSINESS OPPORTUNITY OR DATA, ARISING FROM
OR RELATING TO THIS LICENSE OR THE PRODUCT, WHETHER
IN CONTRACT, IN TORT OR OTHERWISE, EVEN IF KutinSoft.com
KNEW, SHOULD HAVE KNOWN OR HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES. KutinSoft.com'S TOTAL
CUMULATIVE LIABILITY ARISING FROM OR RELATED TO
THIS LICENSE OR THE PRODUCT, WHETHER IN CONTRACT,
IN TORT OR OTHERWISE, WILL NOT EXCEED THE FEES
ACTUALLY PAID BY YOU UNDER THIS LICENSE. THIS
SECTION 10 WILL APPLY EVEN IF AN EXCLUSIVE REMEDY
HEREUNDER HAS FAILED OF ITS ESSENTIAL PURPOSE.
SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF
INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE
LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
11. THIRD PARTY CLAIMS. KutinSoft.com will defend and settle
any suit brought against you by a third party (not
your affiliate) based on a claim that the Product
infringes upon any U.S. copyright and KutinSoft.com will
pay those costs and damages finally awarded against
you in such suit that are specifically attributable
to such claims or those amounts payable by you
under a settlement of such suit. The foregoing
obligations are conditioned on you: (a) notifying
KutinSoft.com promptly in writing of such action; (b)
giving KutinSoft.com sole control of the defense thereof
and any related settlement negotiations; and (c)
cooperating and, at KutinSoft.com's request and expense,
assisting in such defense. If the Product becomes,
or in KutinSoft.com's opinion is likely to become, the
subject of an infringement claim that KutinSoft.com is
required to defend, then KutinSoft.com may (at its option
and expense) either: (a) procure for you the right
to continue using the Product; (b) replace or
modify the Product so that it becomes
non-infringing; or (c) terminate this License and
your rights hereunder to use the Product and refund
a pro rata portion of any license fee you paid
under this License, based on a three (3) year
product life. Notwithstanding the foregoing,
KutinSoft.com will have no obligation under this Section
11 or otherwise with respect to any infringement
claim based upon: (a) any use of the Product not in
accordance with this License or the products
accompanying documentation: (b) any use of the
Product in combination with other products,
equipment, software, or data not provided by
KutinSoft.com; (c) any use of any version of the Product
other than the most current version made available
to you; or (d) any modification of the Product by
any person other than KutinSoft.com or its authorized
agents ("Excluded Claims"). You will indemnify
KutinSoft.com against all liability, damages and costs
(including reasonable attorneys' fees) resulting
from or related to an Excluded Claim. This section
11 states KutinSoft.com's entire liability and your sole
and exclusive remedy for third-party claims
relating to the Product.
12. TERM AND TERMINATION.
12.1 Term. The term of this License will begin as of
the date that you receive the Product and will
remain in effect perpetually unless terminated under
this Section 12.
12.2 Termination for Convenience. You may terminate
this License for any reason, or for no reason, by
giving KutinSoft.com five (5) days' written notice.
12.3 Termination for Cause. KutinSoft.com may terminate this
License if you breach your obligations hereunder.
KutinSoft.com will effect such termination by giving you
notice of termination, specifying therein the
alleged breach. If your breach is curable, you will
have a grace period of thirty (30) days after such
notice is served to cure the breach described
therein. If the breach is cured within the thirty
(30) day grace period, then this License will remain
in effect; otherwise, this License will
automatically terminate upon the conclusion of the
thirty (30) day grace period.
12.4 Effect of Termination. Upon the termination of
this License for any reason the following terms
shall apply: (a) all rights granted under this
License will immediately terminate and you must stop
all use of the Product and any Redistributables; (b)
you must return to KutinSoft.com or destroy all copies of
the Product provided to or made by you, and will,
within ten (10) days after the effective date of
termination, provide KutinSoft.com with written
certification that all such copies have been
returned or destroyed;; and (c) all provisions of
this License with the exception of the licenses
granted in Sections 2, 3 and 4, will survive
termination of this License for any reason.
13. GENERAL PROVISIONS.
13.1 Canadian Transactions. If you are subject to
Canadian law, you agree to the following:
The parties hereto have expressly required that the
present License and its Exhibits be drawn up in the
English language. / Les parties aux pr?sentes, ont
express?ment exig? que la pr?sente Convention et ses
Annexes soient r?dig?es en langue anglaise.
13.2 Hazardous Uses. The Product is not intended for
use, and you may not use or allow others to use the
Product, in connection with any application
requiring fail-safe performance such as the
operation of nuclear power facilities, air traffic
control or navigation systems, weapons control
systems, life support systems, or any other system
whose failure could lead to injury, death,
environmental damage or mass destruction. You agree
that KutinSoft.com will have no liability of any nature,
and you are solely responsible, for any expense,
loss, injury or damage incurred as a result of such
use of the Product.
13.3 Governing Law. This License will be governed by
and construed in accordance with the laws of the
United States and the State of California, without
giving effect to any conflicts or choice of laws
principles that would require the application of the
laws of a different jurisdiction. The parties
expressly exclude the application of the 1980 United
Nations Convention on the International Sale of
Goods (if applicable).
13.4 Entire License; Severability. This License
constitutes the entire, final and exclusive
agreement between you and KutinSoft.com regarding the
specific license transaction described herein. If
any provision of this License is held to be illegal,
invalid or unenforceable for any reason, then such
provision will be enforced to the maximum extent
permissible and the remainder of the provisions of
this License will remain in full force and effect.
13.5 Assignment. You may not transfer the Software
media, assign this License or assign any of your
rights or delegate any of your obligations under
this License, by operation of law or otherwise
(including by merger, sale of assets or
consolidation), without KutinSoft.com's prior written
consent. Any attempted assignment in violation of
this Section 13.5 will be void.
13.6 Export Control. You may not directly or
indirectly transfer the Product, including its
documentation, to any country if such transfer would
be prohibited by applicable law, including the
U.S. Export Administration Act and the regulations
issued thereunder. You agree to the foregoing and
you are representing and warranting that you are not
located in, under the control of, or a national or
resident of any such country. You will be solely
responsible for identifying and complying with all
laws of any jurisdiction outside of the United
States regarding the import, export or use of
Products and technical data supplied by KutinSoft.com.
You will obtain at your own expense all licenses,
permits or approvals required by any government to
use the Product.
13.7 U.S. Government Rights. The Product is a
"commercial item" as that term is defined at 48
C.F.R. 2.101, consisting of "commercial computer
software" and "commercial computer software
documentation" as such terms are used in 48
C.F.R. 12.212. Consistent with 48 C.F.R. 12.212 and
48 C.F.R. 227.7202-1 through 227.7202-4, all
U.S. Government end users acquire the Product with
only those rights set forth in this License.
13.8 Waiver and Modifications. All waivers must be in
writing. Any waiver or failure to enforce a
provision of this License on one occasion shall not
be deemed a waiver of any other provision or such
provision on any other occasion. This License may
only be amended by a written document signed by both
parties.
If you would like to alter the type or usage parameters
of any license you have acquired from KutinSoft.com, you must
first contact KutinSoft.com to obtain written approval and
pricing for any such modifications to your license.
If you have any questions about this License, please
contact your KutinSoft.com authorized reseller or KutinSoft.com.
If you agree to the terms and conditions of this
License Agreement, please place a check in the "I
ACCEPT THE TERMS OF THE LICENSE AGREEMENT" box below.
This will be the legal equivalent of your signature on
a written contract and the terms of this license shall
be a legally binding agreement between you and KutinSoft.com.
You must agree to these terms and conditions in order
to install and use the Product. If you do not agree
with these terms and conditions, you should place a
check in the "I DO NOT ACCEPT THE TERMS OF THE LICENSE
AGREEMENT" box below to exit this installation process,
as KutinSoft.com is unwilling to license the Product to you
in such case, and you may return the Product within ten
(10) days after you first received it to KutinSoft.com or
your KutinSoft.com authorized reseller, along with its
original packaging and proof-of-purchase, for a full
refund.
(C) KutinSoft. 2004-2010.