IMPORTANT -- READ CAREFULLY PRIOR TO DOWNLOADING: By downloading and/or installing and/or using the Software you agree to be bound by the terms of this License Agreement ("Agreement"). If you do not accept the terms of this Agreement you must not download, install, or use the Software.
1. Grant of License:
Offscreen Technologies Ltd ("Offscr") hereby grants you ("you" refers to a single individual or single business entity) a non-exclusive, non-transferable license to use the Software subject to the terms set out in this Agreement. The Software is licensed, not sold.2. Trial Edition
a) You may request a key to evaluate the Software for a limited time period ("Trial Edition") for free from our web site. The Trial Edition will allow you to use the Software for a limited trial period as specified on our web site. You may not attempt to use the Trial Edition without this key or attempt to circumvent the time limit included in the key.b) You may use the Trial Edition strictly for internal evaluation purposes only. You may not distribute or modify any portion of the Trial Edition.
c) Unlike with a Licensed Edition, you may not distribute software created with a Trial Edition in any fashion, be it for free, commercially, or within your own organization.
d) Please make use of the trial period to carefully evaluate the Software and its' suitability for your specific needs, since the Software is only licensed 'as is' excluding all warranties.
3. Licensed Edition
a) You may upgrade from the Trial Edition to a fully functional licensed edition of the Software by paying a fee ("Licensed Edition"). The Licensed Edition is available in one of two (2) versions, each licensed on a ‘per seat’ basis and subject to the terms of Clause 4 and this Agreement, but subject to different limitations of use (see below) and a different license fee.b) Enterprise License: An Enterprise License is granted to you as a single business entity. You may choose to designate any of your employees to use the licensed seat(s) of the Software (each a "Licensed User") for your business purposes and under your control. The Enterprise License allows you to create and distribute applications for your own use or to give to others, either free of charge or for a fee.
c) Personal License: A Personal License is granted to you as a single individual. You personally (the “Licensed User”) may use the licensed seat(s) of the Software. The Personal License allows you to create and distribute applications for your own use or to give to others, under your name, either free of charge or for a fee.
d) Upon purchase of a license, you will be sent a key to license the Trial Edition ("Licensing Key"), which will remove the trial period limitation by installing the Licensing Key, causing the Software to become a fully functional Licensed Edition. The purchase is irrevocable and the license fee is non-refundable.
e) The Licensing Key will activate the Software with respect to a designated single computer unit under your control. Upon your request, the licensed seat may be subsequently transferred to another computer unit under your control on completion of a license transfer form, deactivation of the previous Licensing Key, and the installation of a new Licensing Key, which will be provided free of charge.
f) The Software is licensed by operating system platform. Some License Keys only allow use on a single operating system. See the product description on the Origo website (http://origoide.com) for information on operating system platform .
g) The Software must be used exclusively by you and may not be transferred or loaned or rented or otherwise be made available for use to another entity or person. In the case of a Personal License, the license may, upon your request, be subsequently transferred to another single individual on completion of a license transfer form, payment of a nominal fee (intended to cover administrative costs) and the installation of a new Licensing Key.
h) If you have purchased multiple copies (seats) of the Software, you must nominate one of the Licensed Users as a contact ("License Contact"), though also other Licensed Users, who do not have to be named, may use copies of the Software up to the maximum number of seats purchased with your license.
i) The Software may have built in limits that, depending on the version, restrict the use of certain features ("Limits"). Such Limits are published on our web site from time to time and may be varied at any time without notice, however not retro-actively affecting licenses already purchased. You may not attempt exceed the Limits.
j) The Licensed User(s) must not permit any other person(s) to access the Licensing Key.
k) You may not resell, rent, lease or otherwise transfer rights to the Software for any financial gain or remove any proprietary notices or labels on the Software.
l) Offscr will provide basic technical support via electronic conveyance, to the Licensed User in the case of a single user license, or the Licensed Contact in the case of multiple users for 30 days from date of purchase, relating to installation of the product only. An additional Maintenance Programme for the Software is available for subscription on annual basis, entitling to updates of the Software as such become available at no additional charge. Please see the Origo website (http://origoide.com) for further details.
4. Distribution of Created Work
a) Permission is hereby granted to distribute your Created Software (as defined below) by any method to anyone, subject to the terms of this Section 4 and this Agreement.b) You may use the Licensed Edition to create applications for your own use or to give to others either free of charge or for a fee under the terms of this Clause 4 ("Created Software").
c) You acknowledge that the Origo Player™ application ("Player") is included in the Software, and must always be incorporated in Created Software to be distributed.
d) You may not distribute Created Software with any player application other than the Player. Copyright notices, as defined in Appendix A, must appear wherever any other copyright or trademark notice appears in any Created Software distributed as a standalone executable, its documentation, advertising, and other product-related literature.
e) When publishing or distributing Created Software, you must include the complete Player archive, either compressed or decompressed, in its entirety; you are expressly prohibited from making any modifications including but not limited to the copyright notices, License Agreement, or executable file, of the Player, and from translating, reverse engineering, decompiling, disassembling or creating derivative works based upon the Player.
f) Created Software may be fully functional and allow users full access to the entire feature set, with the exception that the end user of the Created Software may not and cannot edit scripts without purchasing or owning a Licensed Edition. You may not attempt to get round any of these limitations or encourage users of your Created Software to attempt to do so.
g) Certain files included with the Software are subject to special restrictions. These include any files that have been compiled as executables or libraries, password protected stacks, the installer archive and read me ("Restricted Files"). You may not modify, translate, reverse engineer, decompile, disassemble or create derivative works based upon these Restricted Files. This paragraph does not apply to any of the other files included with the Software, which (save for the Player) may be modified freely, though all files in the Software must be used subject to all other provisions in this Agreement.
h) You are prohibited to create or distribute Created Software to be used as a generic rapid application development tool. You are also prohibited to create or distribute Created Software with the primary purpose of being used as a generic player application. This clause is intended to prevent you from using the Software to produce something that is directly damaging to our business. In the event that either you or Offscr determines that your software is in such competition, you must withdraw the Created Software immediately. It is agreed that producing software that is in competition with the Software could cause irreparable harm and injury and Offscr will be entitled, in addition to any other rights and remedies it may have at law or in equity, to an injunction or other similar relief enjoining or restraining you from doing or continuing to distribute such Created Software.
5. Title and Intellectual Property Rights
Title, ownership, and all intellectual property rights in and to the Software shall remain with Offscr, including any parts or derivatives of the Software underlying or incorporated in Created Software, while intellectual property rights to Created Software as such otherwise may be vested with you as the creator thereof. The Software is protected by the copyright laws of Finland and international copyright treaties. For the purposes of this license "intellectual property rights" means any and all patents, copyrights, registered or unregistered design rights, trade marks, trade names, know-how, database rights or other intellectual property rights.6. Disclaimer of Warranty
a) THE TOTAL LIABILITY WHICH OFFSCR OWES TO YOU IN RESPECT OF BREACH OF CONTRACT, NEGLIGENCE OR OTHERWISE SHALL, OTHER THAN IN CIRCUMSTANCES IN WHICH SUCH ACTS RESULT IN DEATH OR PERSONAL INJURY IN WHICH CASE LIABILITY SHALL BE UNLIMITED, BE LIMITED TO THE SUM OF EUR 1000 (ONE-THOUSAND EURO) IN RESPECT OF ANY ONE CLAIM OR AGGREGATE OF CLAIMS ARISING IN ANY TWELVE MONTH PERIOD;b) THE SOFTWARE IS LICENSED AND PROVIDED 'AS IS' WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OFFSCR FURTHER DISCLAIMS ALL WARRANTIES, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS;
c) THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE SOFTWARE REMAINS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL OFFSCR BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS) ARISING OUT OF THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF OFFSCR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES;
d) THE ABOVE STATED LIMITATIONS SHALL BE APPLIED TO THE MAXIMUM EXTENT ALLOWED UNDER APPLICABLE LAW.
7. Termination
This license shall terminate automatically if you fail to comply with the limitations described in this Agreement, or as regards a Trial Version, upon expiry of the trial period. No notice shall be required from Offscr to effectuate such termination. On termination you must destroy all copies of the Software including the installer archive and any copies of it. However, such termination does not prejudice the right of Offscr to obtain any other relief in the event of a breach.8. Governing Law
This License shall be governed by the laws of Finland and in the event of any dispute the parties agree to submit to the exclusive jurisdiction of the Finnish courts, with Helsinki District Court as the court of first instance.9. Entire Agreement
This License constitutes the entire agreement between Offscreen Technologies Ltd and you with respect to the subject matter hereof and supersedes all prior oral or written understandings, communications or agreements not specifically incorporated herein. This License may not be modified except in a writing duly signed by an authorized representative of Offscr and you.Appendix A - Required Copyright Notice
You must include the following copyright notice where other such notices appear. In the event that such other notices do not appear in the Created Software, this notice must be placed in a reasonable location.Portions (c)2000-2009 Offscreen Technologies Limited, All Rights Reserved Worldwide.
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