Trade Development Network Freeware License Agreement -
24 November 2006
ATTENTION: READ CAREFULLY: By using, copying, or Distributing the accompanying software you indicate your acceptance of the following TradeV.Net Freeware License Agreement ("Agreement").
LICENSE. TradeV.Net. ("Trade Development Network ") hereby grants you (each licensee is addressed as "you") a non-exclusive, transferable license to use its software product and accompanying documentation (the program's object code and documentation are collectively referred to as the “Software") on the following terms: (see Section 2 below). You may:
a. use the Software on any computer in your possession;
b. make copies of the Software; and
c. distribute the Software (subject to the requirements of Section 3 below) only in the form originally furnished by Trade Development Network with no modifications or additions whatsoever. If you have the slightest doubt that your copy of the Software is not original, you must contact Trade Development Network for an original copy.
LIMITATIONS ON LICENSE. The license granted in Section 1 is subject to the following restrictions:
(i) Selling, licensing or renting the Software to third parties for a fee (by payment of money or otherwise, whether direct or
indirect);
(ii) Using the Software to develop a similar application on any platform for commercial distribution; or
(iii) Using the Software in any manner that is generally competitive with a Trade Development Network product as defined by Trade Development Network .
(iv) On each copy of the Software you must conspicuously and appropriately reproduce Trade Development Network's copyright notices (see Software for examples of such notices) and disclaimer of warranty; keep intact this Agreement and all notices that refer to this Agreement or any
absence of warranty (whether written or interactively displayed); and give any other recipients of the Software a copy of this Agreement.
(v). You may not modify, combine other commercial applications with, or otherwise prepare derivative works of the Software.
(vi) In order to preserve the value of the Trade Development Network name and/or any trademarks, service marks, trade dress adopted and/or used by Trade Development Network from time to time, you shall not make use of any of them for any reason (e.g., with respect to an Additional File, in advertising, marketing your own products, press releases, or other publicity) except solely as may be expressly authorized by this Agreement or by the prior written consent of Trade Development Network.
(vii) Trade Development Network, in its sole and absolute discretion, may have included a portion of the source code or online documentation of the Software. Except for any such portions, you shall not REVERSE ENGINEER, DECOMPILE, and DISASSEMBLE, OR OTHERWISE REDUCE ANY PORTION OF THE SOFTWARE TO ANY HUMAN PERCEIVABLE FORM, except to the extent this restriction is prohibited by applicable law.
DISTRIBUTION: As used in this Agreement, the term "distribute" (and its variants) includes making the Software available (either intentionally or unintentionally) to third parties for copying or use, including providing timeshare access. Each time you distribute the Software, the recipient must expressly agree to comply with these terms and conditions. The recipient automatically receives this license to use, copy, or distribute the Software subject to these terms and conditions. You may not impose any further restrictions on the recipients' exercise of the rights granted herein. You are not responsible for enforcing compliance with this Agreement by recipients.
TITLE. Title, ownership rights, and intellectual property rights in and to the Software, and each copy thereof (including all copyrights therein), shall remain in Trade Development Network . The Software is protected by the copyright laws of the United States and international copyright treaties.
NO WARRANTY. THE SOFTWARE IS LICENSED FREE OF CHARGE, AND THERE IS NO WARRANTY FOR THE SOFTWARE. Trade Development Network PROVIDES THE SOFTWARE "AS IS," AND Trade Development Network, ITS DISTRIBUTORS AND SUPPLIERS, AND ALL OTHER PERSONS WHO HAVE BEEN INVOLVED IN THE CREATION, PRODUCTION, OR DELIVERY OF THE SOFTWARE, DISCLAIM ALL CONDITIONS AND WARRANTIES OF ANY KIND, EITHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, ANY CONDITIONS OR IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, AND FITNESS FOR A PARTICULAR PURPOSE. THE ENTIRE RISK AS TO THE RESULTS, QUALITY AND PERFORMANCE OF THE SOFTWARE IS WITH YOU AND YOU’RE DISTRIBUTEES. SHOULD THE SOFTWARE PROVE DEFECTIVE, YOU AND YOUR DISTRIBUTEES (AND NOT Trade Development Network) ASSUME THE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION. Trade Development Network MAKES NO WARRANTY OF NONINFRINGEMENT OF THE INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES.
LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, TORT, CONTRACT, OR OTHERWISE, SHALL Trade Development Network, ITS DISTRIBUTORS AND SUPPLIERS, OR ANY OTHER PERSON WHO HAS BEEN INVOLVED IN THE CREATION, PRODUCTION, OR DELIVERY OF THE SOFTWARE BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY GENERAL, DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR OTHER DAMAGES OF ANY CHARACTER ARISING OUT OF THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THE SOFTWARE, INCLUDING BUT NOT LIMITED TO PERSONAL INJURY, LOSS OF PROFITS, LOSS OF DATA, OUTPUT FROM THE SOFTWARE OR DATA BEING RENDERED INACCURATE, FAILURE OF THE SOFTWARE TO OPERATE WITH ANY OTHER PROGRAMS, DAMAGES FOR LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER DAMAGES OR LOSSES OF WHATEVER NATURE, EVEN IF Trade Development Network HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES.
INDEMNIFICATION. You and your distributes shall defend, indemnify and hold harmless Trade Development Network, its distributors and suppliers, and all other persons who have been involved in the creation, production, or delivery of the Software, from any claim, demand, liability, damage award, suit, judgment, or other legal action (including reasonable attorney's fees) arising out of your use, distribution, modification, or duplication of the Software.
TERMINATION. The license granted hereunder is effective until terminated by Trade Development Network. You may terminate it at any time by destroying the Software. This license will terminate automatically if you fail to comply with the limitations described above. On termination, you must destroy all copies of the Software. The termination of your license will not result in the termination of the licenses of any distributes who have received rights to the Software through you so long as they are in compliance with the provisions of this Agreement.
U. S. GOVERNMENT USE. The Software and any accompanying documentation are deemed to be "commercial computer software" and” commercial computer software documentation," respectively, pursuant to DFAR Section 227.7202 and FAR Section 12.212, as applicable. Any use, modification, reproduction, release, performing, displaying or disclosing of the Software and accompanying documentation by the U.S. Government shall be governed solely by the terms of this Agreement and shall be prohibited except to the extent expressly permitted by the terms of this Agreement. Contractor/manufacturer is Trade Development Network Inc., 511 Bluefield Dr. San Jose CA 95136.
MISCELLANEOUS. This Agreement represents the complete agreement concerning this license between the parties and supersedes all prior agreements and representations between them. It may not be amended. If any provision of this Agreement is held to be unenforceable for any reason, this Agreement shall terminate. This Agreement shall be governed by and construed under California law as such law applies to agreements between California residents entered into and to be performed within California, except as governed by U.S. federal law. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.
Copyright and Trademark Notices:
The Software is Copyright (c) Trade Development Network.NET 2006-2012. All rights reserved. The documentation and all computer files are also Copyright (c) Trade Development Network.NET. 2006-2012. All rights reserved. These rights include but are not limited to any foreign language translations of the manual or the software, and all derivative works of both. The trademark TradeDoX 360 PRO is the property of Trade Development Network. All other trademarks are the property of their respective owners.
