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FREEWARE LICENSE AGREEMENT
1. Gadwin, Ltd. grants Licensee a non-exclusive and
non-transferable license to reproduce and use for personal purposes the executable code version of the
Product, provided any copy must contain all of the original
proprietary notices. This license does not entitle Licensee to
receive from Gadwin Systems hard-copy documentation, technical
support, telephone assistance, or enhancements or updates to the
Product. If more than one license agreement was provided for the
Product, and the terms vary, the order of precedence of those license
agreements is as follows: a signed agreement, a license agreement
available for review on the Gadwin Systems website, a printed or
electronic agreement that states clearly that it supersedes other
agreements, a printed agreement provided with the Product, an
electronic agreement provided with the Product. Gadwin Systems may
terminate this Agreement at any time, for any reason or no reason.
Gadwin Systems may also terminate this Agreement if Licensee breaches
any of its terms and conditions. Upon termination, Licensee shall
destroy all copies of the Product.
2. Restrictions. Without Gadwin Systems prior written consent,
Licensee may not: (i) modify or create any derivative works of the
Product or documentation, including customization, translation or
localization; (ii) decompile, disassemble, reverse engineer, or
otherwise attempt to derive the source code for the Product (except
to the extent applicable laws specifically prohibit such
restriction); (iii) redistribute, encumber, sell, rent, lease,
sublicense, or otherwise transfer rights to the Product; (iv) remove
or alter any trademark, logo, copyright or other proprietary notices,
legends, symbols or labels in the Product; or (v) publish any results
of benchmark tests run on the Product to a third party .
3. Fees. There is no license fee for the Product. If Licensee wishes
to receive the Product on media, there may be a small charge for the
media and for shipping and handling. Licensee is responsible for any
and all taxes.
4. Proprietary Rights. Title, ownership rights, and intellectual
property rights in the Product shall remain in Gadwin Systems and/or
its suppliers. The Product is protected by copyright and other
intellectual property laws and by international treaties.
5. Disclaimer of Warranty. THE PRODUCT IS PROVIDED FREE OF CHARGE,
AND, THEREFORE, ON AN "AS IS" BASIS, WITHOUT WARRANTY OF ANY KIND,
EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE WARRANTIES THAT
IT IS FREE OF DEFECTS, VIRUS FREE, ABLE TO OPERATE ON AN
UNINTERRUPTED BASIS, MERCHANTABLE, FIT FOR A PARTICULAR PURPOSE OR
NON-INFRINGING. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL
PART OF THIS AGREEMENT. NO USE OF THE PRODUCT IS AUTHORIZED HEREUNDER
EXCEPT UNDER THIS DISCLAIMER.
6. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY
APPLICABLE LAW, IN NO EVENT WILL GADWIN, LTD. OR ITS
AFFILIATES OR SUPPLIERS BE LIABLE FOR ANY INDIRECT, SPECIAL,
INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR
INABILITY TO USE THE PRODUCT, INCLUDING, WITHOUT LIMITATION, DAMAGES
FOR LOST PROFITS, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE
OR MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES,
EVEN IF ADVISED OF THE POSSIBILITY THEREOF, AND REGARDLESS OF THE
LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH
THE CLAIM IS BASED. IN ANY CASE, GADWIN SYSTEMS COLLECTIVE LIABILITY
UNDER ANY PROVISION OF THIS AGREEMENT SHALL NOT EXCEED IN THE
AGGREGATE THE SUM OF THE FEES LICENSEE PAID FOR THIS LICENSE (IF
ANY). SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF
INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES, SO THIS EXCLUSION AND
LIMITATION MAY NOT APPLY TO YOU.
7. Export Control. Licensee agrees to comply with all export laws and
restrictions and regulations of the United States or foreign agencies
or authorities, and not to export or re-export the Product or any
direct product thereof in violation of any such restrictions, laws or
regulations, or without all necessary approvals. As applicable, each
party shall obtain and bear all expenses relating to any necessary
licenses and/or exemptions with respect to its own export of the
Product from the U.S. By installing or using the Product, Licensee
agrees to the foregoing and represents and warrants that it complies
with these conditions.
8. U.S. Government End-Users. The Product is a "commercial item," as
that term is defined in 48 C.F.R. 2.101 (Oct. 1995), consisting of
"commercial computer software" and "commercial computer software
documentation," as such terms are used in 48 C.F.R. 12.212 (Sept.
1995). Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1
through 227.7202-4 (June 1995), all U.S. Government End-Users acquire
the Product with only those rights set forth herein.
9. Miscellaneous. This Agreement constitutes the entire agreement
between the parties concerning the subject matter hereof, and may be
amended only by a writing signed by both parties. This Agreement
shall be governed by the laws of the State of California, U.S.A.,
excluding its conflict of law provisions. All disputes relating to
this Agreement are subject to the exclusive jurisdiction of the
courts of California and you expressly consent to the exercise of
personal jurisdiction in the courts of California in connection with
any such dispute including any claim involving Gadwin Systems. This
Agreement shall not be governed by the United Nations Convention on
Contracts for the International Sale of Goods. If any provision in
this Agreement should be held illegal or unenforceable by a court of
competent jurisdiction, such provision shall be modified to the
extent necessary to render it enforceable without losing its intent,
or severed from this Agreement if no such modification is possible,
and other provisions of this Agreement shall remain in full force and
effect. A waiver by either party of any term or condition of this
Agreement or any breach thereof, in any one instance, shall not waive
such term or condition or any subsequent breach thereof. If any
dispute arises under this Agreement, the prevailing party shall be
reimbursed by the other party for any and all legal fees and costs
associated therewith
10. Licensee Outside the U.S. If Licensee is located outside the
U.S., then the provisions of this Section shall apply. Les parties
aux presentes confirment leur volonte que cette convention de meme
que tous les documents y compris tout avis qui s'y rattache, soient
rediges en langue anglaise. (translation: "The parties confirm that
this Agreement and all related documentation is and will be in the
English language.")
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