DATAGRIDXL SOFTWARE SINGLE APP LICENSE AGREEMENT
PLEASE READ CAREFULLY BEFORE USING THIS PRODUCT: This license agreement (hereinafter, the “License”) is a binding legal agreement between (a) you (either in your capacity as an individual or as a single entity) and (b) Vanilla Components (hereinafter, “Vanilla Components”) that governs your use of the DataGridXL software, together with any electronic documentation that may be provided therewith (collectively, “the Software”) through the Software. Other software provided by third parties and used with the Software may be subject to a separate license agreement.
BY INSTALLING OR OTHERWISE USING THE SOFTWARE YOU AGREE TO BE BOUND BY THE TERMS OF THIS LICENSE. IF YOU DO NOT ACCEPT THESE LICENSE TERMS, YOUR SOLE REMEDY IS TO REQUEST A REFUND BY CONTACTING VANILLA COMPONENTS AT CONTACT@VANILLACOMPONENTS.COM.
YOU HEREBY AGREE, BOTH ON YOUR OWN BEHALF AND AS AN AUTHORIZED REPRESENTATIVE OF ANY ORGANIZATION FOR WHICH YOU ARE USING THE SOFTWARE (hereinafter, the “EMPLOYER”), THAT YOU AND THE EMPLOYER WILL USE THE SOFTWARE ONLY IN ACCORDANCE WITH AND SUBJECT TO THE FOLLOWING TERMS:
0. SUMMARY OF WHAT YOU CAN AND CAN’T DO WITH THE SOFTWARE IN HUMAN LANGUAGE
- Use in one (1) website which requires subscription (paid or free) and uses DataGridXL library(ies) in areas that require user identification OR Use in one (1) re-distributable software product (including its various versions on different platforms, i.e. a mobile app with versions for iOS and Android).
- Use on any number of copies of the same website for testing and development.
- Use on any number of physical or virtual servers.
- Use on any number of web pages within the same website.
- Use by any number of end users.
- Use on any number of sub-domains or alias domains used to access the same website.
- Use by the number of individual developers that the license applies to.
- Disable visual DataGridXL branding.
- Modify the core functionality of the library.
- Distribute the library on its own, not as part of other application.
- Transfer the software to anyone or allow others to use it (even to the other group companies).
- Include the library in software development tools (e.g. tools used to produce other software, such as frameworks and compilers)
- Include the library in software that will be rebranded and sold by 3rd parties as their own software.
1. GRANT OF LICENSE
Vanilla Components grants you the following non-exclusive rights provided you agree to and comply with all terms and conditions of this License and upon your full payment of the applicable fees: a personal, nonexclusive, nontransferable license to install and use the Software to display a Generic Content on a Single Website/App. You can also modify the Software for the sole purpose of adaptation and customization for your own purposes as long as the modified Software is subject to the terms of this License. Hereinafter the term “Software” shall also include a modified version of the Software where applicable.
For the purposes of this License the “Generic Content” shall mean a content which is presented to all or the main majority of website users using the Software and not generated or presented individually to the specific users or user groups depending on their characteristic, activities or choices.
For the purposes of this License the “Single Website/App” shall mean (a) a website accessible by one domain name and its sub-domains or (b) an identical website accessible by another domain name, or (c) a translation of the same website into another language, or (d) a development, testing, staging or quality assurance version of the same website.
2. UPGRADES AND SUPPORT
This Licenses shall entitle you to version updates (not upgrades) of the Software from the date of your purchase. For the purpose of this License, an “update” of the Software is defined as that which adds minor functionality enhancements or any bug fix to the current version (and may be identified by the change of the revision to the right of the decimal point, i.e. 1.1 to 1.2).
An “upgrade” is a major release of the Software and is defined as that which incorporates major new features or enhancement that increase the core functionality of the Software (and may be identified by the change of the revision to the left of the decimal point, i.e. 1.X to 2.X). Whether a version release is an update or an upgrade is determined by Vanilla Components in its sole discretion.
The license comes with 1 (one) year of Premium Vanilla Support, starting from the date the license has been bought.
3. ADDITIONAL SOFTWARE
This License applies only to the Software and updates or supplements to the Software provided by Vanilla Components. Depending on how you choose to deploy the Software, you may need to acquire licenses to other, third-party software. Vanilla Components shall not be liable or otherwise responsible for your failure to obtain such licenses.
The Software may only be transferred to another party if you are entering into this agreement on behalf of the Employer, and the Employer is acquired by another company or in the event of merger of two or more companies that involves the Employer. Any transfer must include all component parts, media, printed materials and this License. You may not rent, lease or lend the Software or use the Software for “timeshare” use. You may not sublicense, assign or transfer the license or Software except as expressly provided in this License.
5. PROPRIETARY RIGHTS
All intellectual property rights in the Software are owned by Vanilla Components or its suppliers, as applicable, and are protected by law, including but not limited to copyright, trade secret, and trademark law, as well as other applicable laws and international treaty provisions. You shall not remove any product identification, copyright notices or proprietary restrictions from the Software (except for the branding link on the product itself which you can remove).
6. LICENSE RESTRICTIONS
You agree that you may not and shall not and that if applicable, the Employer may not and shall not (a) defeat, disable, or circumvent any protection mechanism related to the Software; (b) use the Software or any parts of it to develop a product directly competing with the Software; (c) use the Software to display a non-Generic Content, (d) use the Software in a distributable product (e.g. an application, script, theme, plugin, add-on, etc.), (e) distribute the modified version of the Software and/or derivative works based on the Software.
Nothing contained herein shall be construed, expressly or implicitly, as transferring any right, license or title to you other than those explicitly granted under this License. Unauthorized copying of the Software or failure to comply with the restrictions herein will result in automatic termination of this License and will constitute immediate, irreparable harm to Vanilla Components for which monetary damages would be an inadequate remedy, in which case injunctive relief will be an appropriate remedy for such breach.
This License is effective unless terminated or rejected. You may terminate this License by destroying the Software and any copies of the Software in your possession. This License will also terminate upon conditions set forth elsewhere in this License or if you or an Employer fail to comply with any term or condition of this License.
8. USE OF DATA
The Software will not collect and transmit to Vanilla Components any data or information.
You agree that Vanilla Components and its affiliates or suppliers may collect and use technical information you provide in relation to support services related to the Software. Vanilla Components and its suppliers agree not to use this information in a form that personally identifies you except to the extent necessary to provide such services.
9. DISCLAIMER OF WARRANTIES
You acknowledge that the Software is offered on an “AS-IS,” “AS-AVAILABLE” basis and Vanilla Components does not warrant that the functions contained in the Software will meet your requirements or that the operation of the Software will be uninterrupted or error free. Computer software is inherently subject to bugs and potential incompatibility with other computer software and hardware exists and cannot reasonably be eliminated. You should not use the Software for any applications in which failure could cause any significant damage or injury to persons or tangible or intangible property.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, VANILLA COMPONENTS AND ITS SUPPLIERS PROVIDE THE SOFTWARE PRODUCT “AS IS” AND WITH ALL FAULTS, AND HEREBY DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE AND NON-INFRINGEMENT, ANY IMPLIED WARRANTIES, DUTIES OR CONDITIONS OF MERCHANTABILITY, OF FITNESS FOR A PARTICULAR PURPOSE, AND OF LACK OF VIRUSES ALL WITH REGARD TO THE SOFTWARE PRODUCT. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY VANILLA COMPONENTS OR A VANILLA COMPONENTS AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY.
Some jurisdictions do not allow exclusion of implied warranties or limitations on the duration of implied warranties, so the above disclaimer may not apply to you in its entirety. IN NO EVENT DOES VANILLA COMPONENTS PROVIDE ANY WARRANTY OR REPRESENTATIONS WITH RESPECT TO ANY THIRD PARTY HARDWARE OR SOFTWARE WITH WHICH THE SOFTWARE IS DESIGNED TO BE USED, AND VANILLA COMPONENTS DISCLAIMS ALL LIABILITY WITH RESPECT TO ANY FAILURES THEREOF.
10. INFRINGEMENT REMEDIES
If the Software, or any component thereof, is found to be infringing or if any use of the Software or any component thereof is enjoined, threatened to be enjoined or otherwise the subject of an infringement claim, Vanilla Components shall, at its option and sole cost and expense: either (i) procure for you the right to continue to use the Software, (ii) modify or replace such Software in a manner that retains its functionality and quality so that it is no longer infringing, misappropriating or violating such right or (iii) require you to terminate the use of and return the Software and refund all license fees paid by you with respect thereto.
This Section 10 states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any type of claim described in this Section.
11. LIMITATION OF LIABILITY
Notwithstanding any damages that you might incur, the entire liability of Vanilla Components and any of its suppliers under any provision of this License and your exclusive remedy for all of the foregoing shall be limited to the greater of the amount actually paid by you for the Software or US$100.00. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL VANILLA COMPONENTS OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, FOR LOSS OF DATA OR OTHER INFORMATION, FOR BUSINESS INTERRUPTION, FOR PERSONAL INJURY, FOR LOSS OF PRIVACY ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE SOFTWARE PRODUCT, OR OTHERWISE IN CONNECTION WITH ANY PROVISION OF THIS LICENSE), EVEN IF VANILLA COMPONENTS OR ANY SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF THE REMEDY FAILS OF ITS ESSENTIAL PURPOSE. Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you.
12. CAPACITY AND AUTHORITY TO CONTRACT
You represent that you are of the legal age of majority in your jurisdiction of residence and, if applicable, you are duly authorized by the Employer to enter into this contract.
13. APPLICABLE LAW AND SEVERABILITY
If you are a resident of or a company which place of business is in the US or EU, this License shall be governed by the laws of the jurisdiction of your place of residence. In other cases, the laws of the Netherlands shall govern this License. Additionally, if you are a company which place of business is in the US, you agree that this License shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. You irrevocably submit to the jurisdiction of the state courts sitting in The Hague, Netherlands, and any action or proceeding arising out of this License will be heard and determined in such court. If for any reason a court of competent jurisdiction finds any provision, or portion thereof, to be unenforceable, such provision will be interpreted in order to give effect to such provision to the maximum extent permitted by law, and the remainder of this License will continue in full force and effect.
14. ENTIRE AGREEMENT
This License (including any addendum or amendment to this License or as included with the Software) contains the entire agreement between you and Vanilla Components relating to the Software, and the License supersedes all prior or contemporaneous oral or written communications, proposals and representations with respect to the Software or any other subject matter covered by this License. To the extent, the terms of any Vanilla Components policies or programs for support services conflict with the terms of this License, the terms of this License shall control.