SmartCodeDeveloper 2.5

SmartCodeDeveloper

Software License Agreement

Notice:

THIS TECHNORIVER SOFTWARE (TOGETHER WITH ITS ACCOMPANYING DOCUMENTATION, THE "SOFTWARE") IS THE PROPERTY OF TECHNORIVER PTE LTD ("TECHNORIVER"). THE SOFTWARE IS MADE AVAILABLE TO YOU, THE ORIGINAL PURCHASER, SUBJECT TO THE FOLLOWING LICENSE AGREEMENT ("LICENSE"). PLEASE READ THIS LICENSE CAREFULLY BEFORE INSTALLING OR USING THE SOFTWARE. A COPY OF THIS LICENSE IS AVAILABLE FOR YOUR FUTURE REFERENCE IN THE "LICENSE.TXT" FILE PROVIDED WITH THE SOFTWARE.

SmartCodeDeveloper

Software License Agreement

Notice:

THIS TECHNORIVER SOFTWARE (TOGETHER WITH ITS ACCOMPANYING DOCUMENTATION, THE "SOFTWARE") IS THE PROPERTY OF TECHNORIVER PTE LTD ("TECHNORIVER"). THE SOFTWARE IS MADE AVAILABLE TO YOU, THE ORIGINAL PURCHASER, SUBJECT TO THE FOLLOWING LICENSE AGREEMENT ("LICENSE"). PLEASE READ THIS LICENSE CAREFULLY BEFORE INSTALLING OR USING THE SOFTWARE. A COPY OF THIS LICENSE IS AVAILABLE FOR YOUR FUTURE REFERENCE IN THE "LICENSE.TXT" FILE PROVIDED WITH THE SOFTWARE.

TechnoRiver is only willing to grant you this License if you obtained the SOFTWARE from TechnoRiver or a TehnoRiver authorized reseller. If you obtained the SOFTWARE from any other source you may not install or use the SOFTWARE.

TechnoRiver License Agreement

1. Ownership

The Software is proprietary to TechnoRiver. The Software is licensed, not sold, to you notwithstanding any reference herein to "purchases." You acknowledge and agree that: the Software is protected under International copyright laws; TechnoRiver and its licensors retain all copyrights and other intellectual property rights in the Software; there are no implied licenses under this License, and any rights not expressly granted to you hereunder are reserved by TechnoRiver; you acquire no ownership or other interest (other than your license rights) in or to the Software; and TechnoRiver owns all copies of the Software, however made. You agree that you will not, at any time, contest anywhere in the world TechnoRiver's ownership of the Software, nor will you challenge the validity of TechnoRiver's rights in the Software. You have no rights hereunder to use any trademark or service mark belonging to TechnoRiver.

2. License Grants (Non Server Deployment)

A developer is defined as someone who is involved in the development of an application that bundles or makes use of the Software directly/indirectly.

The Software Distribution License ("Distribution License") allows you royalty-free distribution of the Software internally (in the same organization) and externally (outside the organization) up to a limit of 10,000 user licenses, provided you adhere to the following terms:

(a) Internal Distribution

Allows the Software to be installed and used by up to ten thousand (10,000) effective users in Your organization, provided you adhere to the following terms:

I. If distribution of Your application exceeds 10,000 licenses, additional Distribution Licenses are required; each Distribution License purchased will allow distribution of an additional 10,000 licenses.

II. Royalty-free, unlimited distribution and unlimited development licenses is granted only for the purchase of the Unlimited Distribution License.

III. A free development license is provided for each Distribution License. If more than one developer is developing with the Software, an additional Distribution License is required.

(b) External Distribution

Allows you or the developer to rent, lease or distribute up to ten thousand (10,000) effective licensed users of the Software outside your organization bundled with an application, provided You adhere to the following terms:

I. You may not resell, rent, lease, sub-license or distribute the Software alone. The Software must be distributed as a component or library of an application and bundled with an application or with the application's installation files. The Software may only be used as part of, and in connection with, the bundled application. You are not allowed to use the software to build or redistribute other software components (for example DLL's, OCX, VBX, Beans, EXE's, .Net Controls...) if their chief purpose is comparable to the chief purpose of the product (so called wrapping or re-wrapping). You may not resell, rent, lease, distribute or otherwise use Software in any way that would compete directly with TechnoRiver.

II. If you also distribute the Software internally within your organization, You shall deduct the quantity distributed within your organization from the total number of user licenses that can be distributed outside your organization. For example, if You use 3,000 licenses internally, You are allowed only distribute up to 7,000 licenses outside your organization.

III. If distribution of Your application exceeds 10,000 licenses, additional Distribution Licenses are required; each Distribution License purchased will allow distribution of an additional 10,000 licenses.

IV. Royalty-free, unlimited distribution and unlimited development license is granted only for the purchase of the Unlimited Distribution License.

V. A free development license is provided for each Distribution License. If more than one developer is developing with the Software, an additional Distribution License is required.

VI. You agree to indemnify, hold harmless, and defend TechnoRiver and its suppliers from and against any and all claims or lawsuits including attorney's fees that arise or result from the use or distribution of Your bundled application. Any rights to the software other than the above stated license conditions remain undiminished for Technoriver or their suppliers; the Licensee acquires no rights of any kind to the software.

3. License Grants (Server Deployment)

A end user is defined as someone who uses an appplication for any purpose where the application directly/indirectly bundle or makes use of the software. The use could be from a client application accesing a server application, a client application accessing a reporting server or a browser accesing a web application.

A developer is defined as someone who is involved in the development of an application that bundles or makes use of the Software directly/indirectly.

(a)

Depending on the below stated license types, the assignment of a software key grants the licensee the use of the software as described below:

(i) Single Server License

The Single Server License allows use of the Software on one (1) server in your organization, where a single Server may have only 1 CPU or 1 CPU core. A Single Server License is required for each additional Server, CPU or CPU core. This includes servers owned by but not located in your organization. All end users of the software must be employees from the organization using the organization's intranet. One (1) free development license is provided to the developers with the purchase of the Single Server License.

(ii) Unlimited Server License

The Unlimited Server License allows the use of the Software on any number of servers/cpus in your organization. This includes servers owned by but not located in your organization. All end users of the software must be employees from the organization using the organization's intranet. Free unlimited development licenses are provided to the developers with the purchase of an Unlimited Server License.

(iii) Unlimited Server Public License

The Unlimited Server Public License allows the use of the Software on any number of servers in your organization. This includes servers owned by but not located in your organization. There are no restrictions on the end users. Free unlimited development licenses are provided to the developers with the purchase of the Unlimited Server Public License.

This License also allows your company to bundle the Software with your commercial applications without any royalty.

(b)

You agree to indemnify, hold harmless, and defend TechnoRiver and its suppliers from and against any and all claims or lawsuits including attorney's fees that arise or result from the use or distribution of Your bundled application. Any rights to the software other than the above stated license conditions remain undiminished for Technoriver or their suppliers; the Licensee acquires no rights of any kind to the software.

4. Intellectual Property Rights

The software and any copies of the software are the intellectual property of TechnoRiver. You may not alter, merge, modify, adapt, translate, decompile, reverse engineer, or disassemble the Software except as specified in this agreement.

5. EXCLUSION OF ALL DAMAGES

IN NO EVENT WILL TECHNORIVER BE LIABLE TO ANY PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES, INCLUDING ANY LOSS OF PROFIT, REVENUE, BUSINESS OPPORTUNITY OR DATA, ARISING FROM OR RELATING TO THIS LICENSE OR THE SOFTWARE, WHETHER IN CONTRACT, IN TORT OR OTHERWISE, EVEN IF TECHNORIVER KNEW, SHOULD HAVE KNOWN OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TECHNORIVER'S TOTAL CUMULATIVE LIABILITY ARISING FROM OR RELATED TO THIS LICENSE OR THE SOFTWARE, WHETHER IN CONTRACT, IN TORT OR OTHERWISE, WILL NOT EXCEED THE FEES ACTUALLY PAID BY YOU UNDER THIS LICENSE. THIS SECTION 5 WILL APPLY EVEN IF AN EXCLUSIVE REMEDY HEREUNDER HAS FAILED OF ITS ESSENTIAL PURPOSE.

SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

6. WARRANTY DISCLAIMER

TECHNORIVER AND ITS SUPPLIERS DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR OTHERWISE, INCLUDING THE WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. TECHNORIVER DOES NOT WARRANT THAT THE SOFTWARE IS FLAWLESS, ERROR FREE OR WILL OPERATE WITHOUT INTERRUPTION.

7. LIMITATION AND RELEASE OF LIABILITY

The Software is provided to you on 'as-is' basis, and TechnoRiver has included in this Agreement terms that disclaim all warranties and liability for the Software. To the full extent allowed by law, YOU HEREBY RELEASE TECHNORIVER AND ITS SUPPLIERS FROM ANY AND ALL LIABILITY ARISING FROM OR RELATED TO ALL CLAIMS CONCERNING THE SOFTWARE OR ITS USE. If you do not wish to accept the Software under the terms of this Agreement, do not install the Software.

8. Entire License; Severability

This License constitutes the entire, final and exclusive agreement between you and TechnoRiver regarding the specific license transaction described herein. If any provision of this License is held to be illegal, invalid or unenforceable for any reason, then such provision will be enforced to the maximum extent permissible and the remainder of the provisions of this License will remain in full force and effect.

9. General

If you acquired the Software in the United States of America, this Agreement shall be governed by the internal laws of the State of California . If you acquired this Software outside of the United States of America , then local law may apply. No TechnoRiver dealer, agent or employee is authorized to make any amendment to this Agreement.

All questions concerning this Agreement shall be directed to:

TechnoRiver Private Limited

Attn: General Counsel

Email : legal@technoriversoft.com