Exhibit 10.16
SINGLE USER LICENSE
READ THIS AGREEMENT BEFORE OPENING
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NOTICE TO USER:
PLEASE READ THIS AGREEMENT BEFORE OPENING THIS PACKAGE. IF YOU OPEN THIS
PACKAGE OR KEEP IT FOR MORE THAN THIRTY (30) DAYS, YOU ACCEPT ALL THE TERMS
AND CONDITIONS OF THIS AGREEMENT.
The Software, including but not limited to, one or more of the following:
source code, object code, byte code, dynamic-link libraries, shared
libraries, static libraries, header files, executables, scripts and related
explanatory written materials ("Documentation"; collectively, the "Software")
is owned by Rogue Wave Software, Inc. ("Rogue Wave") or its suppliers and is
protected by U.S. copyright laws and other laws and by international
treaties. It is intended for use by a software programmer who has experience
using development tool and class libraries. The Software is not intended for
use by consumers for domestic/household use.
This Rogue Wave Single User License Agreement accompanies the Software. This
copy of the Software is licensed to you as the end user or to your employer
("Company") for your exclusive use as an end user. If the Company has
acquired the license for your exclusive use as an employee, the Company shall
be bound by the terms and conditions of this Agreement. "You" as used in the
remainder of this Agreement shall refer to the individual licensee, whether
as an individual programmer or as a Company. If you do not accept this
Agreement you may return this package to the place you obtained it within
thirty (30) days and your money will be refunded, and you will not be able to
use the Software. If you do not understand any of the provisions of this
Agreement, you may request a written explanation from Rogue Wave.
1. LICENSE GRANT. Subject to the terms and conditions of this
Agreement, Rogue Wave grants to you the limited, non-exclusive,
non-transferable right to use only one copy of the Software on a single
platform pursuant to the terms and conditions set forth in this Agreement,
except that this license does not grant the right to use the Software on any
mainframe class computers. For purposes hereof, "mainframe class computers"
mean such computers as are marketed or commonly considered to be mainframe
computers in the computer industry. You may also (a) make one backup copy of
the Software solely for backup purposes, or (b) transfer the Software to a
hard disk and keep the original copy solely for backup purposes. In addition,
you may incorporate the dynamic-link libraries, statically-linked libraries,
shared libraries and byte code libraries ("Libraries") into software
application products ("Licensed Products") that you may develop. You may
also modify the Libraries and incorporate the modified Libraries into
Licensed Products provided you have purchased the source code license for
this Software. You may make and distribute copies of the Libraries and
modified Libraries solely as incorporated into Licensed Products, provided
that the Software or other Rogue Wave products do not constitute a major
portion of the value of the Licensed Products.
2. LICENSE RESTRICTIONS. Notwithstanding any provisions in this
Agreement to the contrary, you may not (a) distribute in any manner any of
the header files, source code, template-based classes, independent static
libraries of the Software, or Documentation (including API documentation),
(b) distribute any portion of the Software or any derivative of any portion
of the Software in a software utility product or software development tool or
otherwise in competition with Rogue Wave's distribution of the Software, (c)
distribute any executable delivered with the Software; however, if you have
acquired Rogue Wave's zHelp product with this license, then you may
distribute the zhelp.exe file in a manner consistent with the terms of this
license, (d) use, copy, modify, merge, or compile all or any portion of the
source code or object code of the Software except as expressly provided in
this Agreement, (e) sublicense the right to programmatically use the
Libraries to others. In addition, you may not (a) decompile, disassemble, or
reverse engineer any any object code form of any portion of the Software, (b)
export from the United States any portion of the Software without obtaining
the prior written consent of Rogue Wave and all applicable export licenses
and governmental permits, (c) rent or lease the software, (d) disclose any
source code of the Software to any person or entity, or (e) copy the
Documentation, including any documentation available in on-line form.
3. LIMITED WARRANTY
(a) Rogue Wave warrants to you that the unaltered Software will
substantially perform the functions described in the Documentation for a
period of thirty (30) days after the date of delivery of the Software to you.
Rogue Wave's sole and exclusive obligation, and your sole and exclusive
remedy, under this warranty shall be limited to Rogue Wave's using reasonable
efforts to correct material, documented, reproducible defects in the
unaltered Software that you describe and document to Rogue Wave during the
thirty (30)-day warranty period. In the event that Rogue Wave fails to
correct a material, documented, reproducible defect within a reasonable
period, Rogue Wave may, at Rogue Wave's discretion, replace the defective
Software or refund to you the amount that you paid Rogue Wave for the
defective Software and cancel this Agreement and the licenses granted herein.
In such event, you agree to return to Rogue Wave all copies of the Software.
(b) EXCEPT AS EXPRESSLY SET FORTH ABOVE, ROGUE WAVE EXPRESSLY
DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT
LIMITATION, THE IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE. SOME STATES DO NOT ALLOW THE EXCLUSION OF
IMPLIED WARRANTIES SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. THIS WARRANTY
GIVES YOU SPECIFIC LEGAL RIGHTS AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY
FROM STATE TO STATE.
4. LIMITATION OF LIABILITY. IN NO EVENT SHALL ROGUE WAVE BE LIABLE FOR
ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS
OF PROFITS) WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, EVEN
IF ROGUE WAVE WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME
STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR
CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO
YOU.
5. NOTICE. Should you have any questions concerning this Agreement, or
if you desire to contact Rogue Wave for any reason, please write to us at
Rogue Wave Software, Inc., 0000 Xxxxxxxx Xxxxxxx, Xxxxxxx, Xxxxxxxx 00000.
6. TERMINATION. This Agreement shall remain effective until terminated
by either party. Rogue Wave reserves the right, at its sole discretion, to
terminate this Agreement upon thirty (30) days' written notice if you have
breached the terms and conditions hereof. You may terminate this Agreement at
any time by ceasing to use the Software and by returning all copies of the
Software to Rogue Wave or by destroying all copies of the Software.
Termination of this Agreement shall not relieve you of any obligations not to
disclose the Software. Sections 2, 4, 6 and 7 shall survive terminations of
this Agreement.
7. MISCELLANEOUS. This Agreement shall be governed by California law,
excluding its conflict of law provisions. Should any provision of this
Agreement be held by a court of law to be illegal, invalid, or unenforceable,
the legality, validity, and enforceability of the remaining provisions of
this Agreement shall not be affected or impaired thereby. The failure of any
party to enforce any of the terms or conditions of this Agreement, unless
waived in writing, shall not constitute a waiver of that party's right to
enforce each and every term and condition of this Agreement.
The Software is comprised of "commercial computer software" and "commercial
computer software documentation" as such terms are used in 48 C.F.R. 12.212
(SEPT 1995) and is provided to the Government (i) for acquisition by or on
behalf of civilian agencies, consistent with the policy set forth in 48
C.F.R. 12.212; or (ii) for acquisition by or on behalf of units of the
Department of Defense, consistent with the policies set forth in 48 C.F.R.
227.7202-1 (JUN 1995) and 227.7202-3 (JUN 1995).
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT AND AGREE TO
BE BOUND BY ITS TERMS AND CONDITIONS. YOU FURTHER AGREE THAT IT IS THE
COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN US WHICH SUPERSEDES
ANY PROPOSAL OR PRIOR OR CONTEMPORANEOUS AGREEMENT, ORAL OR WRITTEN, AND ANY
OTHER COMMUNICATIONS BETWEEN US RELATING TO THE SUBJECT MATTER OF THIS
AGREEMENT.
ROGUE WAVE SOFTWARE, INC.
"ROGUE WAVE" and ".h++" "ARE REGISTERED TRADEMARKS OF ROGUE WAVE SOFTWARE, INC.
