WHEREAS CYGRON RESEARCH & DEVELOPMENT, LTD. HAS DEVELOPED
COMPUTER SOFTWARE PROGRAMS, CONSISTING OF COMPUTER SOFTWARE (THE "SOFTWARE"),
AND ACCOMPANYING DATA, DOCUMENTATION AND OTHER MATERIALS, THE COMBINATION
OF WHICH ARE REFERRED TO AS THE "PRODUCT", TO WHICH THIS LICENSE
AGREEMENT (THIS "AGREEMENT") APPLIES IS THE PROPERTY OF CYGRON
RESEARCH & DEVELOPMENT, LTD. ("CYGRON"). YOUR RIGHT TO
USE, COPY, AND DISTRIBUTE THE SOFTWARE PRODUCT (PRODUCT) IS GOVERNED
IN ALL RESPECTS BY THIS AGREEMENT. THIS AGREEMENT IS A LEGAL CONTRACT
BETWEEN YOU AND CYGRON GOVERNING YOUR USE OF THE PRODUCT. BY DOWNLOADING,
INSTALLING OR USING THE PRODUCT, YOU (AND YOUR ORGANIZATION, IF APPLICABLE)
AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF
YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT DOWNLOAD, INSTALL,
OR USE THE PRODUCT. IF YOU HAVE ANY QUESTIONS CONCERNING THIS AGREEMENT,
CONTACT CYGRON AT info_ascygroncom OR CALL +36 62 435505.
1. LICENSE GRANT
Cygron grants and User (Licensee) accepts, during the term of this
Agreement, a non-exclusive and nontransferable license to use the Cygron
Software (in machine-readable, object-code form only) and its related
documentation, subject to the terms and conditions of this Agreement,
the type of License granted as defined in Section 2 ("TYPE OF LICENSE")
below. Licensee may make copies of the Software for back-up purposes
only, provided that Licensee reproduces the Cygron copyright and other
proprietary rights notices on all such copies. This license does not
include any rights to disclose, license, or otherwise transfer the Software,
related documentation, or other proprietary information of Cygron.
2. TYPE OF LICENSE
A. Evaluation License: The Product is available for use free-of-charge
for the purpose of evaluating and testing only. Section 5A of this Agreement
is not applicable to this license. This evaluation and testing period
is not to exceed thirty (30) days unless otherwise agreed to by both
parties in writing. At the end of the evaluation period, Licensee must
secure and pay for a Full License or stop using the Product and erase
or otherwise destroy all copies of the Software that are fixed or resident
in the memory or hard disks of computers owned or controlled by Licensee
and return to Cygron all other existing copies (including original
copies) of part or all of the Product and related documentation. In
the event Licensee chooses to discontinue using the Product, Licensee
shall still be bound by the terms as set forth in Section 5, CONFIDENTIALITY.
The Product is delivered "AS IS" with no support, warranty,
or other obligation to you. The entire risk as to the quality and suitability
of the Product is borne by Licensee.
B. Cygron Order Confirmation: Cygron order confirmation or invoice,
if any, will specify which license type is applicable to you. In the
absence of any such specification, the "Evaluation License"
is applicable. The permitted maximum number of computer systems and
CPUs, including but not limited to servers, desktop PCs, and network
computers, on which the Software may be stored and used is stated on
the Cygron invoice or order confirmation. If the maximum number of computer
systems is not so indicated, this is a single-computer system license,
in which event the Software may be stored and used on no more than one
single CPU computer system. If this is a multiple computer system license,
the Software may be stored and used on up to the specified maximum number
of computer systems. If this is a site or enterprise license, Licensee's
usage parameters and restrictions are set forth in the Cygron order
confirmation or invoice. Licensee may make only as many copies of the
Product as necessary to effectuate the foregoing, provided, however,
that Cygron grants to Licensee permission to make one additional copy
of the Software for archival purposes. Licensee must contact Cygron
and pay additional license fees if Licensee desires to increase the
number of computer systems on which Licensee is authorized to store
and operate the Software, or change the type of license to a server,
site or enterprise license.
3. OWNERSHIP AND RESTRICTIONS
A. Licensee acknowledges and agrees that, as between Cygron
and Licensee, the Product and all authorized copies thereof and all
copyrights, trademarks and other intellectual property rights with respect
thereto, are and will at all times be the property of Cygron
and is protected under U.S. and foreign copyright, trade secret and
other laws. The Product is licensed, not sold, and all right, title,
and interest in and to the Product remains with Cygron. This
Agreement does not convey to you an interest in or to the Product but
only a limited right to use revocable in accordance with the terms of
B. Licensee may not incorporate all or part of the Product in any toolkit,
development kit or other software product that duplicates all or part
of the functionality of the Product. Licensee may not decompile, disassemble,
translate, modify, or create derivative works of the Product or any
portion thereof. Except as specifically permitted in Section 2 of this
Agreement, Licensee may not assign, sublicense, distribute, sell, transfer,
pledge, lease, rent, share or use the Product in a time sharing arrangement
or online subscription service, disclose the Product or any portion
thereof to or with any third party or use the software in any other
unauthorized manner unless with prior written permission of Cygron
4. TECHNICAL SUPPORT
For individual Licensees for a period of six (6) months from the date
of purchase, only one (1) registered user of licensee who purchased
the Product shall have access to technical support free of charge. After
such period, unless Licensee pays for subscription support under Cygrons
Product Support and Enhancement program, Licensee will be billed on
a per call or email basis. Upgrades and enhancements to the Product
and documentation are included with free support and are part of the
paid Product Support and Enhancement program. Cygron reserves the right
to modify and/or enhance Software and/or documentation without obligation
to notify any person or organization of such changes.
A. Licensee acknowledges that the Product, related documentation and
other related materials provided by Cygron are confidential information
of Cygron ("Confidential Information"). Licensee agrees
to use the Confidential Information only for the limited term of this
license and solely for the purposes of this Agreement, and to take all
steps reasonably necessary to prevent and restrain unauthorized or inadvertent
use, disclosure, delivery, publication, dissemination or reproduction
of such Confidential Information. Licensee agrees that it will not,
at any time without the express written permission of Cygron,
disclose the Confidential Information directly or indirectly to any
third person, excepting employees of Licensee who have a need to know
for the purposes of this Agreement.
B. Confidential Information shall not include information that is (i)
already in the public domain; (ii) becomes generally known or available
by publication, commercial use, or general sale of copies of the Product
by Cygron; (iii) discovered or created by Licensee independent
of any involvement with Cygron or the Product; or (iv) otherwise
learned by Licensee through legitimate means other than from Cygron or anyone connected with Cygron.
C. Licensee's obligations with respect to Section 5A and 5B shall survive
termination of this Agreement.
6. DISCLAIMER OF ALL WARRANTIES
A. Cygron will replace, at no charge, defective media and product
materials that are returned within thirty (30) days of the original
date of license. Cygron warrants, for a period of thirty (30)
days from the original date of license, that the Software will perform
in substantial compliance with the documentation accompanying the Software.
If Licensee reports in writing, within ninety (90) days of the original
date of license, a significant defect in the Software to Cygron,
and Cygron is unable to correct it or provide a reasonable workaround
within ninety (90) days of the date Licensee reported the defect, Licensee
may return the Product, and Cygron will refund the license fee
paid. Licensee agrees that the only remedy available to Licensee will
be a refund of the actual license fee paid to Cygron.
This warranty does not apply if the Product (a) has been altered, except
by Cygron, (b) has not been installed, operated, repaired or
maintained in accordance with any instructions provided by Cygron,
or (c) has been subject to abnormal misuse, negligence or accident.
Nor does this warranty apply to any beta software, any software made
available for testing or demonstration purposes, temporary software,
or any software for which Cygron has not or did not receive a
license fee; such software is provided AS IS without any warranty whatsoever.
B. Use of the Software with hardware and/or other software other than
that for which it was designed is not warranted or supported by Cygron. Cygron is not responsible for problems caused by changes
in the operating characteristics of the computer hardware or other software
which are made after delivery of the Product. Cygron does not
warrant that the Product will meet your requirements or that the operation
of the Software will be uninterrupted or error-free.
7. DISCLAIMER OF LIABILITY
EXCEPT FOR THE WARRANTIES SET FORTH ABOVE, THE PRODUCT IS LICENSED
"AS IS", AND CYGRON DISCLAIMS ANY AND ALL OTHER WARRANTIES,
WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. CYGRON'S CUMULATIVE LIABILITY TO LICENSEE OR ANY OTHER PARTY FOR ANY
LOSS OR DAMAGES RESULTING FROM ANY CLAIMS, DEMANDS, OR ACTIONS ARISING
OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE LICENSE FEE
PAID TO CYGRON FOR THE USE OF THE PRODUCT. IN NO EVENT SHALL
CYGRON BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL,
SPECIAL, OR EXEMPLARY DAMAGES OR LOST PROFITS, EVEN IF CYGRON
HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU AGREE NOT TO
OBTAIN OR USE THE SOFTWARE IN ANY STATE OR COUNTRY THAT DOES NOT ALLOW
THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL
8. TERM AND TERMINATION
A. This Agreement hereunder may be terminated by Cygron: (1)
if Licensee breaches any Confidentiality provisions herein, (2) in the
event of a material breach by Licensee of any provision of this Agreement
where Licensee fails to correct such breach within thirty (30) days
notice of written notice, or (3) failure to pay the required licensee
fees, or (4) upon the insolvency, bankruptcy, reorganization, or assignment
for the benefit of creditors of Licensee. Within thirty (30) days after
termination of this Agreement, Licensee shall furnish to Cygron
written notice certifying that Licensee has (i) erased or otherwise
destroyed all copies of the Software that are fixed or resident in the
memory or hard disks of computers owned or controlled by Licensee and
(ii) returned to Cygron all other existing copies (including
original copies) of part or all of the Product and related documentation.
B. Licensee shall make prompt payment in full to Cygron for
all amounts outstanding as of the date of termination.
C. Licensees obligations with respect to Section 5 shall survive
termination of this Agreement.
9. GENERAL PROVISIONS
A. Commercial Software. The Product was developed at private expense,
is not in the public domain, and is commercial computer software under
Hungarian and Singapore Government regulations. No rights other than
those set forth herein are granted to any government or agency.
B. Assignment. This Agreement may not be assigned by Licensee or by
operation of law to any other person, persons, firms, or corporation
without the express written approval of Cygron.
C. Notices. Any notice required under this Agreement shall be given
in writing and shall be deemed effective upon delivery to the party
to whom addressed by (i) express courier upon written verification of
actual receipt or (ii) facsimile upon confirmation of receipt generated
by the sending device. All notices shall be sent to the applicable address
or other address as the parties may designate in writing, with a copy
to the president or to the legal department of such party. The applicable
address, in the instance of Licensee, shall be the Bill To Address on
the Cygron Order Confirmation. The applicable address for Cygron R&D,
Ltd. shall be:
Cygron R&D, Ltd.
21 Katay str.
Szeged, Hungary 6723
D. Governing Law. This Agreement shall be governed by and constructed
in accordance with the substantive laws of Hungary and Singapore, without
regard to its rules governing conflicts of law.
E. Severability. If any provision of this Agreement shall be unlawful,
void, or for any reason unenforceable, then that provision shall be
deemed severable from this Agreement and shall not affect the validity
and enforceability of the remaining provisions of this Agreement.
F. Failure To Enforce. The failure of either party to enforce any rights
granted hereunder or to take action against the other party in the event
of any breach hereunder shall not be deemed a waiver by that party as
to subsequent enforcement of rights or subsequent actions in the event
of future breaches.
G. Relationship of the Parties. Each party is acting as an independent
contractor and not as an agent, partner, or joint venturer with the
other party for any purpose. Except as provided in this Agreement, neither
party shall have any right, power, or authority to act or to create
any obligation, express or implied, on behalf of the other.
H. Survival of Certain Provisions. The obligation of confidentiality
set forth in Section 5 of this Agreement shall survive the termination
of the Agreement by either party for any reason.
I. All Amendments in Writing. No provisions in either partys
purchase orders, confirmations, invoices or in any other business forms
employed by either party will supersede the terms and conditions of
this Agreement, and no supplement, modification, or amendment of this
Agreement shall be binding, unless executed in writing by a duly authorized
representative of each party to this Agreement.
J. Entire Agreement. The parties have read this Agreement and agree
to be bound by its terms, and further agree that it constitutes the
complete and entire agreement of the parties and supersedes all previous
communications, oral or written, and all other communications between
them relating to the license and to the subject matter hereof. No representations
or statements of any kind made by either party, which are not expressly
stated herein, shall be binding on such party.