END-USER LICENSE AGREEMENT FOR GRAPECITY ACTIVEREPORTS SERVER SOFTWARE (VERSION 8 OR HIGHER)
IMPORTANT-READ CAREFULLY: This End User License Agreement (this “EULA“) contains the terms and conditions that govern your use of the SOFTWARE (as defined below) and imposes material limitations to your rights. You should read this EULA carefully and treat it as valuable property.
Please read this software license agreement carefully before installing this software package. Your installation of the package indicates your acceptance of the terms and conditions of this license agreement. If you do not agree to all of the terms and conditions contained in this Agreement, you may not install or use the SOFTWARE. If, for whatever reason, installation has begun or has been completed, you should cancel installation or un-install the SOFTWARE, as the case may be. (You may click on the “exit” button or its equivalent to immediately abort installation.) If you do not agree to all of these terms and conditions, then you must promptly return the SOFTWARE to the place of business from which you obtained it in accordance with any return policies of such place of business. Return policies may vary between or among resellers, and you must comply with your particular reseller’s return policies as agreed at the point of purchase. If the place of business from which you purchased the SOFTWARE does not honor a complete refund for a period of thirty (30) days from the date of proof of purchase, then you may return the SOFTWARE directly to GrapeCity, Inc. (“GC”) for a period of thirty (30) days from the date of your purchase. To return the product directly to GC, you must obtain a GC Return Authorization Number by contacting GC, and you must forward all items purchased, including the proof of purchase, directly to GC. The return must be postage-prepaid, and post-marked within thirty (30) days from the proof of purchase, time being of the essence. The return option to GC is only available to the original purchaser of an unopened factory packaged item. This license agreement (“Agreement”) contains material limitations to your rights of use of the accompanying software. You should read this Agreement carefully and treat it as valuable property
The terms and conditions of the Agreement that governs the use of the SOFTWARE are subject to change from time to time. The current version of the Agreement may be found, for reference, at http://activereports.grapecity.com/Pages/ActiveReportsServerEULA/. If you have any questions about this Agreement please contact GC at (984) 242-0700 or at firstname.lastname@example.org.
ActiveReports Server (“Product”), all constituent applications, libraries whether in object or source code, as well as all updates and enhancements thereto that may be released from time to time at GrapeCity, Inc.’s sole discretion, are proprietary to GrapeCity, Inc. and are protected by Federal Copyright Law. GrapeCity retains all title, interest and ownership in and to the Product.
Software Covered by this Agreement. This Agreement governs your use of the GrapeCity, Inc. (“GC“) software product(s) enclosed or otherwise accompanied herewith (individually and collectively, the “SOFTWARE“). The term “SOFTWARE” includes, to the extent provided by GC: 1) any revisions, updates and/or upgrades thereto; 2) any data, image or executable files, databases, data engines, computer software, or similar items customarily used or distributed with computer software products; 3) anything in any form whatsoever intended to be used with or in conjunction with the SOFTWARE; and 4) any associated media, documentation (including physical, electronic and on-line) and printed materials (the “Documentation“).
YOUR LICENSE TO INSTALL AND TO USE.
As provided in more detail below, this Agreement grants you : 1) a limited, royalty-free, non-exclusive license to install the SOFTWARE onto one Network Server (as defined below) ; and 2) a limited, royalty-free, non-exclusive license to use the SOFTWARE to create and deploy Web-based Applications and/or Report Definition files on one Network Server. Both of these licenses (individually and collectively, the “Licenses“) are explained and defined in more detail below and are granted to you on the express condition that, and only for so long as, you fully comply with all terms and conditions of this Agreement. To create or deploy Web-based Applications and/or Report Definition files in more than one Network Server, you must purchase one additional SOFTWARE license for each additional Network Server.
The SOFTWARE is licensed to you on a Network Server basis.
The Network Server License means that you may perform a single install of the SOFTWARE for use in the development and deployment of a Web-based Application and/or Report Definition files on a single Network Server.
In all cases, you may not use GC’s name, logo, or trademarks to market your Web-based Applications without the express written consent of GC; (b) you must include the following GC copyright notice in your Documentation and/or in your deployed Web-based Application, and wherever the copyright/rights notice is located (“Portions Copyright © GrapeCity, Inc. 2015. All Rights Reserved.”); (c) agree to indemnify, hold harmless, and defend GC, its suppliers and resellers, from and against any claims or lawsuits, including attorney’s fees that may arise from the use or distribution of your Web-based Application; (d) you may use the SOFTWARE only to create internal, non-commercial Web-based Applications and Report Definition files used for internal development and/or testing.
1. ACTIVEREPORTS SERVER TRIAL EDITION LICENSE:
Evaluation and/or Trial License. If you are using an “evaluation or trial license” or similar version, specifically designated as such by GC on its website or otherwise, then the Licenses are limited as follows: a) you are granted a license to use the SOFTWARE, on one Network Server, for a period of thirty (30) days counted from the day of installation (the “Evaluation Period“); b) upon completion of the Evaluation Period your license shall expire and you shall either: i) delete the SOFTWARE from the computer containing the installation, or you may ii) contact GC or one of its authorized dealers to purchase a license of the SOFTWARE, which is subject to the terms and limitations contained herein; and c) any Web Site created with the Evaluation or Beta License may not be distributed or used for any commercial purpose.
2. ACTIVEREPORTS SERVER CORE EDITION LICENSE – SPECIFIC LIMITATIONS:
The Core Edition license covers the following usage of all components included in the installation of the SOFTWARE except for the browser-based report designer, for which the ActiveReports Server Designer add-on license is required.
A Network Server means a computer or computing device with one or more computer central processing units (CPU’s) that operates for the purpose of serving other computers logically or physically connected to it, including, but not limited to, other computers connected to it on an internal network, intranet or the Internet.
An Agent is hereby defined as a certain software program that may take on additional computing work while accessing a shared, controlling software.
The ActiveReports Server Core Edition software is comprised of one ActiveReports Server module and multiple Agents. GC hereby grants Licensee a non-exclusive license to install the SOFTWARE, on a Network Server, with ActiveReports Server module installed on one Network Server and the Agent(s) installed on additional Network Servers.
In addition, Licensee may host the Product or distribute the ActiveReports Server Designer add-on to its customers only in conjunction with and as an integral part of, or incorporated in, Licensee’s Web-based Application, or, alternatively, as a standalone software maintenance update for existing end users of Licensee’s products, subject to the condition that the Licensee’s end users’ license agreement protects GC’s intellectual property rights in and or to the Product on terms that are no less protective than those included herein.
Licensee may not use the Product to develop a software product that features substantially similar functionality as the Product itself. In addition, Licensee may not incorporate the Product in any product that also incorporates, or is used in conjunction with, any third-party software that provides substantially similar functionality as the Product does itself. The Licensee’s end users’ agreement shall contain terms that that are no less restrictive than those included herein.
3. ACTIVEREPORTS SERVER REPORT DESIGNER ADD-ON LICENSE:
Licensee may host or distribute the ActiveReports Server Designer to its customers only in conjunction with and as an integral part of, or incorporated in, Licensee’s product or, alternatively, as a standalone software maintenance update for existing end users of Licensee’s products, subject to the condition that the Licensee’s end users’ license agreement protects GC’s intellectual property rights in and or to the ActiveReports Server Designer Product on terms that are no less protective than those included herein. Licensee may not use the ActiveReports Server Designer to develop a product with substantially similar functionality as the ActiveReports Server Designer itself. In addition, Licensee may not incorporate the ActiveReports Server Designer in any product that also incorporates, or is used in conjunction with, any third-party software providing substantially similar functionality as the ActiveReports Server Designer does itself. The Licensee’s end users’ agreement shall contain terms that that are no less restrictive than those included herein.
4. INTELLECTUAL PROPERTY.
A. Copyright. You agree that all right, title, and interest in and to the SOFTWARE (including, but not limited to, any images, photographs, animations, video, audio, music, text, and “applets” incorporated into the SOFTWARE), and any copies of the SOFTWARE, and any copyrights and other intellectual properties therein or related thereto are owned exclusively by GC, except to the limited extent that GC may be the rightful license holder of certain third-party technologies incorporated into the SOFTWARE. The SOFTWARE is protected by copyright laws and international treaty provisions. The SOFTWARE is licensed to you, not sold to you. GC reserves all rights not otherwise expressly and specifically granted to you in this Agreement.
B. Backups. You may either: (a) copy the SOFTWARE solely for backup or archival purposes; or (b) install the SOFTWARE on a single Network Server, provided you keep the original solely for backup or archival purposes.
C. General Limitations. You may not reverse engineer, decompile, or disassemble the SOFTWARE, except and only to the extent that applicable law expressly permits such activity notwithstanding this limitation.
D. Software Transfers. You may not rent or lease the SOFTWARE. You may transfer the SOFTWARE to another computer, provided that it is completely removed from the computer from which it was transferred. You may permanently transfer all of your rights under the Agreement, provided that you retain no copies, that you transfer all the SOFTWARE (including all component parts, the media and printed materials, any updates, upgrades, this Agreement and, if applicable, the Certificate of Authenticity), and that the recipient agrees to the terms and conditions of this Agreement as provided herein. If the SOFTWARE is an update or upgrade, any transfer must include all prior versions of the SOFTWARE.
E. Termination. Without prejudice to any other rights it may have, GC may terminate this Agreement and the Licenses if you fail to comply with the terms and conditions contained herein. In such an event, you must destroy all copies of the SOFTWARE and all of its component parts.
F. Export Restrictions. You acknowledge that the SOFTWARE is of U.S. origin. You acknowledge that the license and distribution of the SOFTWARE is subject to the export control laws and regulations of the United States of America, and any amendments thereof, which restrict exports and re-exports of software, technical data, and direct products of technical data, including services. You agree that you will not export or re-export the SOFTWARE, or any information, documentation and/or printed materials related thereto, directly or indirectly, without first obtaining permission to do so as required from the United States of America Department of Commerce’s Bureau of Industry and Security (“BIS“), or other appropriate governmental agencies, to any countries, end-users, or for any end-uses that are restricted by U.S. export laws and regulations, and any amendments thereof, which include, but are not limited to, the following:
Restricted Countries: Restricted Countries currently include, but are not necessarily limited to Cuba, Iran, Iraq, Libya, Montenegro, North Korea, Serbia, Sudan, and Syria.
Restricted End-Users: Any End-User whom you know or have reason to know will use SOFTWARE in the design, development, or production of missiles and missile technology, nuclear weapons and weapons technology, or chemical and biological weapons. Any national of any of the Restricted Countries, wherever located, who intends to transmit or transport the SOFTWARE to one of the Restricted Countries.
Restricted End-Uses: Any use of SOFTWARE related to the design, development, or production of missiles and missile technology, nuclear weapons and weapons technology, or chemical and biological weapons.
These restrictions change from time to time. You represent and warrant that neither the BIS nor any other United States federal agency has suspended, revoked or denied your export privileges. GC acknowledges that it shall use reasonable efforts to supply you with all reasonably necessary information regarding the SOFTWARE and its business to enable you to fully comply with the provisions of this Section. If you have any questions regarding your obligations under United States of America export regulations, you should contact the Bureau of Industry and Security, United States Department of Commerce, Office of Export Enforcement, Washington DC. U.S.A., http://www.bis.doc.gov.
G. U.S. Government Restricted Rights. The SOFTWARE and documentation are provided with RESTRICTED RIGHTS. For solicitations issued before December 1, 1995, by the United States of America, its agencies and/or instrumentalities (the “Government“), other than the Department of Defense, the use, duplication or disclosure of the software and documentation provided to the Government under this EULA shall be subject to the RESTRICTED RIGHTS as set forth in subparagraphs (c)(1) and (2) of the Commercial Computer Software – Restricted Rights clause at 48 CFR ch.1 52.227-19. For solicitations issued before September 29, 1995, by the Department of Defense, the use, duplication or disclosure of the software and documentation provided under this EULA shall be subject to the RESTRICTED RIGHTS as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at 48 CFR ch.2 252.227-7013. You will comply with any requirements of the Government to obtain such RESTRICTED RIGHTS protection, including without limitation, the placement of any restrictive legends on the SOFTWARE, and any license agreement used in connection with the distribution of the SOFTWARE. Manufacturer is GrapeCity, Inc., 201 S. Highland Avenue, Pittsburgh, Pennsylvania 15206 USA. For solicitations issued by the Government on or after December 1, 1995 and the Department of Defense on or after September 29, 1995, the only rights provided in the software and documentation provided herein shall be those contained in this EULA. Under no circumstances shall GC be obligated to comply with any Governmental requirements regarding the submission of or the request for exemption from submission of cost or pricing data or cost accounting requirements. For any distribution of the SOFTWARE that would require compliance by GC with the Government’s requirements relating to cost or pricing data or cost accounting requirements, you must obtain an appropriate waiver or exemption from such requirements for the benefit of GC from the appropriate Government authority before the distribution and/or license of the SOFTWARE to the Government.
Except as specifically set forth in this Agreement, Licensee shall not directly or indirectly: (i) sell, lease, redistribute or transfer any of the Licensed SOFTWARE and Documentation; (ii) modify, translate, reverse engineer (except to the limited extent permitted by law), decompile, disassemble, create derivative works based on, sublicense, or distribute any of the Licensed SOFTWARE and/or Documentation; (iii) rent or lease any rights in or to any of the Licensed SOFTWARE and/or Documentation in any form to any person; (iv) use any Licensed SOFTWARE and/or Documentation for the benefit of any third parties in any way; (v) remove, alter or obscure any proprietary or copyright notice, labels, or marks on or within the Licensed SOFTWARE and/or Documentation or any copies thereof; or (vi) disable or circumvent any access control or related security measure, process or procedure established with respect to the Licensed SOFTWARE and/or Documentation or any other part thereof. Licensee is solely responsible for all use made of the SOFTWARE, any downloads, installations and other usage of the SOFTWARE and Documentation as well as for the compliance with the terms of this Agreement.
6. LIMITED WARRANTY:
Limited Warranty. GC warrants that the original media, if any, are free from defects for ninety (90) days from the date of delivery of the SOFTWARE and that the Product shall perform substantially as described in its documentation for a period of ninety (90) days from purchase. This Limited Warranty is void if failure of the Product has resulted from accident, abuse, or misapplication. EXCEPT AS OTHERWISE PROVIDED IN THE PRECEDING SENTENCE, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, GC EXPRESSLY DISCLAIMS ANY WARRANTY FOR THE SOFTWARE, DOCUMENTATION AND ANYTHING ELSE PROVIDED BY GC HEREBY AND GC PROVIDES THE SAME IN “AS IS” CONDITION WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF THE SOFTWARE AND DOCUMENTATION REMAINS WITH YOU. THIS LIMITED WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS. YOU MAY HAVE OTHERS WHICH VARY FROM STATE TO STATE. Licensee assumes all responsibility for the selection of the Product as appropriate to achieve the results Licensee intends.
7. CUSTOMER REMEDIES:
Limited Remedy. GC’s entire liability and your exclusive remedy under this EULA shall be, at GC’s sole option, either (a) return of the price paid for the SOFTWARE; (b) repair the SOFTWARE through updates distributed online or otherwise in GC’s discretion; or (c) replace the SOFTWARE with SOFTWARE that substantially performs as described in the SOFTWARE documentation, provided that you return the SOFTWARE in the same manner as provided in this Agreement for return of the SOFTWARE for non-acceptance of this EULA. Any media for any repaired or replacement SOFTWARE will be warranted for the remainder of the original warranty period or thirty (30) days, whichever is longer. THESE REMEDIES ARE NOT AVAILABLE OUTSIDE OF THE UNITED STATES OF AMERICA. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL GC BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFIT, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE, EVEN IF GC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES IN CERTAIN CASES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
A. This is the Entire Agreement. This Agreement (including any addendum or amendment to this Agreement included with the SOFTWARE) is the final, complete and exclusive statement of the entire agreement between you and GC relating to the SOFTWARE. This Agreement supersedes any prior and contemporaneous proposals, purchase orders, advertisements, and all other communications in relation to the subject matter of this Agreement, whether oral or written. No terms or conditions, other than those contained in this Agreement, and no other understanding or agreement which in any way modifies these terms and conditions, shall be binding upon the parties unless entered into in writing executed between the parties, or by other non-oral manner of agreement whereby the parties objectively and definitively act in a manner to be bound (such as by continuing with an installation of the SOFTWARE, “clicking-through” a questionnaire, etc.) Employees, agents and other representatives of GC are not permitted to orally modify this Agreement.
B. Interpretation of this Agreement. If for any reason a court of competent jurisdiction finds any provision of this Agreement, or any portion thereof, to be unenforceable, that provision of this Agreement will be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of this Agreement will continue in full force and effect. Formatives of defined terms shall have the same meaning of the defined term. Failure by either party to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision. This Agreement shall be governed by, and construed in accordance with, the laws of the Commonwealth of Pennsylvania and the United States, and any action brought in connection with this Agreement shall be brought only in the state or federal courts sitting in Allegheny County, Pennsylvania. In any such action, you submit to the personal jurisdiction of such courts and waive any objections to venue in such courts. If any action is brought by either party to this Agreement against the other party regarding the subject matter hereof, the prevailing party shall be entitled to recover, in addition to any other relief granted, reasonable and actual attorney fees and expenses of litigation. Application of the U.N. Convention of Contracts for the International Sale of Goods is expressly excluded. The original version of this Agreement is the English language version. Any discrepancy or conflicts between the English version and the versions in any other language will be resolved with reference to and interpreting the English version, which will control.
C. You Indemnify GC. You agree to indemnify, hold harmless, and defend GC and its suppliers and resellers from and against any and all claims or lawsuits, including attorney’s fees that arise or result from any violations of the terms of this Agreement.
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