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*** IMPORTANT - PLEASE READ CAREFULLY BEFORE YOU DOWNLOAD OR USE THE SOFTWARE ***

THIS SOFTWARE END-USER LICENSE AGREEMENT (EULA) IS A LEGAL AGREEMENT BETWEEN A CUSTOMER (YOU - EITHER AN INDIVIDUAL OR SINGLE ENTITY) AND DELTIX, INC ("DELTIX") FOR THE SOFTWARE PRODUCT, WHICH INCLUDES COMPUTER SOFTWARE AND ASSOCIATED MEDIA AND PRINTED MATERIALS, AS WELL AS ONLINE OR ELECTRONIC DOCUMENTATION (THE "SOFTWARE").

THE SOFTWARE THAT YOU ARE DOWNLOADING AND/OR USING IS THE EXCLUSIVE PROPERTY OF DELTIX AND IS PROTECTED BY UNITED STATES AND INTERNATIONAL INTELLECTUAL PROPERTY LAWS. THE SOFTWARE IS COPYRIGHTED AND LICENSED (NOT SOLD). DELTIX IS ONLY WILLING TO LICENSE THE SOFTWARE SUBJECT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, AND ANY USE OF THE SOFTWARE OUTSIDE THE SCOPE OF SUCH TERMS AND CONDITIONS IS PROHIBITED.

BY CLICKING ON THE "ACCEPT" BUTTON AT THE END OF THIS DOCUMENT OR BY DOWNLOADING, INSTALLING, COPYING EXECUTING OR OTHERWISE USING THE SOFTWARE, YOU ARE ACCEPTING AND AGREEING TO THE TERMS OF THIS LICENSE. IF YOU ARE NOT WILLING TO BE BOUND BY THE TERMS OF THIS LICENSE, DO NOT DOWNLOAD OR USE THE SOFTWARE.


LICENSE GRANT

DELTIX hereby grants Customer a non-exclusive, non-transferable, royalty-free copyright license to use the Software. The Software consists of Binary Libraries, Sample Sources, and Documentation. The provision of source code if included with the Software 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. You may not distribute any files except those that DELTIX has expressively designated as Redistributable.

Licensee: One software developer of Customer using the Software on a single computer. Any software developer working on the project which contains a reference or makes calls to the Software (in any non-executable form) shall be considered as a Licensee, and must either have their own individual license or be a part of group license.

Binary Libraries: Includes dynamically linkable library files (.NET Assemblies) and support text and binary files. The Customer may redistribute Binary Libraries with end-user applications he/she develops that make use of them provided such applications do not expose Software application programming interfaces (APIs) either directly or indirectly;

Sample Source: May include software usage examples and benchmark tests; The Customer may copy, modify, and compile the Sample Source files.

Documentation: Includes Application Programming Interface references and user documentation. The Customer may use them internally but may not copy or redistribute Documentation.

LICENSE RESTRICTIONS

The Customer may not reverse-engineer Binary Libraries supplied with the Software. In addition, the Customer may not create a utility program of similar nature to this Software;

The Customer can make a single back-up copy of the Software solely for archival purposes.  A license for the SOFTWARE may not be shared or used concurrently on different computers.

COPYRIGHT

DELTIX retains ownership of all right, title and interest to all portions of the Software and all intellectual property associated therewith. The Software is copyrighted and protected by United States copyright laws and international treaty provisions.

EXPORT RESTRICTIONS

DELTIX expressly complies withal export restrictions imposed by the government of the United States of America. The Customer agrees not to export or re-export the SOFTWARE with any created application to any country, person, entity, or end user subject to U.S.A export restrictions. 

DISCLAIMER OF WARRANTY

DELTIX, INC expressly disclaims any warranty to the SOFTWARE. The software 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 non-infringement. DELTIX does not warrant, guarantee, or makes any representations regarding the use, or the results of the use, of the software in terms of correctness, accuracy, reliability, or otherwise. The entire risk arising out of use or performance of the software remains with Customer.  

LIMITATION OF LIABILITY

DELTIX's cumulative liability, whether in contract, tort, or otherwise, arising out of or in connection with the Software or this Agreement shall not exceed the amount of any license fees paid to DELTIX by Customer in respect of the Software that gave rise to any claim.

IN NO EVENT SHALL DELTIX BE LIABLE TO CUSTOMER FOR ANY LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF DATA, INTERRUPTION OF BUSINESS, OR FOR SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, CONSEQUENTIAL OR OTHER INDIRECT DAMAGES OF ANY KIND, WHETHER BASED ON CONTRACT, TORT (INCLUDING WITHOUT LIMITATION, NEGLIGENCE), WARRANTY, GUARANTEE OR ANY OTHER LEGAL OR EQUITABLE GROUNDS, EVEN IF DELTIX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Portions of the Software may be derived from or incorporate third-party software and no such third party warrants the Software, assumes any liability in connection with the Software or undertakes to furnish any support or information relating to the Software. All such third parties are intended third-party beneficiaries of this Agreement.

DELTIX assumes no responsibility for the information processed by Customer using the Software and Customer agrees to indemnify, defend and hold harmless DELTIX and its officers, directors, employees, agents, successors and assigns from and against any losses, liabilities, damages, penalties, actions, demands, costs and expenses relating to claims made by any third party arising out of or in connection with such information.

CONFIDENTIAL INFORMATION

Customer acknowledges that the Confidential Information constitutes a valuable asset of DELTIX. Customer shall hold the Confidential Information in strict confidence and shall utilize it only in accordance with the terms of this Agreement. Except as expressly permitted by this Agreement, Customer shall limit the use of, and access to, the Confidential Information to its employees or agents whose use of or access to the Confidential Information is necessary for Customer's business. Customer shall, by all appropriate means, prevent unauthorized disclosure, publication, display or use of any Confidential Information. Customer shall not remove any copyright, proprietary rights or confidentiality notice included in or affixed to any Confidential Information, and shall reproduce all such notices on any copies of Confidential Information which Customer shall make.

Customer agrees that the Software shall not be used for any purpose other than as expressly authorized by this Agreement. In particular, but without limitation, Customer agrees that it will not attempt in any way to reverse engineer the Software, decompile or disassemble the SOFTWARE or develop a competing product or service based upon the Software.

GENERAL PROVISIONS

Entire Agreement. The Agreement constitutes the entire understanding and agreement of the parties with respect to its subject matter, and supersedes any and all prior or contemporaneous representations, understandings and agreements, whether oral or written, between the parties relating to the subject matter of this Agreement, all of which are merged in this Agreement.

Severability of Provisions. In the event that any provision of this Agreement is found to be invalid or unenforceable pursuant to judicial decree or decision, the remainder of this Agreement shall remain valid and enforceable according to its terms.

Assignment. This Agreement shall inure to the benefit of and be binding upon the parties hereto, their successors and permitted assigns. Customer may not assign this Agreement without the prior written consent of DELTIX.

Governing Law. The laws of the Commonwealth of Massachusetts shall govern this Agreement without giving effect to applicable conflict of laws provisions. The parties agree that the jurisdiction and venue of any action with respect to this Agreement shall be in a court of competent subject matter jurisdiction located in the Commonwealth of Massachusetts, and each of the parties hereby agrees to submit itself to the exclusive jurisdiction and venue of such courts for the purpose of any such action.

Waiver. No waiver of any provision of this Agreement, or any rights or obligations of either party under this Agreement, shall be effective, except pursuant to a written instrument signed by the party or parties waiving compliance, and any such waiver shall be effective only in the specific instance and for the specific purpose stated in such writing. The failure of either party to require the performance of any term of this Agreement or the waiver of either party of any breach under this Agreement shall not operate or be construed as a waiver of any other provision hereof, nor shall it be construed as a waiver of any subsequent breach by the other party hereto.

*** YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. ***


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