GL STUDIO® DEMONSTRATION RUNTIME (Part #GLS RTL-D)
Software End-User License Agreement
IMPORTANT-READ CAREFULLY: This End-User License Agreement ("EULA") is a legal agreement between You, the End User, and The DiSTI Corporation, (DiSTI). By installing, accessing, copying, downloading or using the Software You accept all the terms and conditions of this Agreement. If You do not agree with the terms of this license agreement, promptly return the unopened, unused Software. Taking possession of a licensed demonstration of this software shall be considered your irrevocable acceptance of this agreement.
This Software is protected by copyright law, international copyright treatises, as well as other intellectual property laws and treaties. You acknowledge and agree that DiSTI owns all legal right, title, and interest in and to the Software, including any intellectual property rights which subsist in the Software (whether those rights happen to be registered or not, and wherever in the world those rights may exist).
1. Definitions.
1.1. “Authorized Use” shall mean the use by Licensee of the Software for marketing purposes, and not for resale. Licensee may, however, distribute, as part of Licensee’s products to Licensee’s end-users, license conformant executable programs created from computer source code generated by the Software according to the terms and conditions hereof.
1.2. “Licensee” shall mean the end-user executing the Software.
1.3. “Site” shall mean that single, specific geographic location which is a) Your principal place of business or b) another site designated by You as the location at which You will use the Software, and any of Your satellite offices within a 50-mile radius of either your principal place of business or Your designated location, as applicable.
1.4. “Derivative Product” shall mean a specific demonstration application designated as “DiSTI_GLS_CF_ES_HUD_COLIMX6_ANGSTRM_5170”.
1.5. “Software” shall mean the GL Studio Runtime application, along with associated media and printed materials, and any “online” or electronic documentation.
1.6. “Term” shall mean a period of 3 years from the date of Licensee’s use of the Software application or any specific period contractually established between You and DiSTI.
1.7. “You” or “Your” means the Licensee.
2. License Grant. DiSTI grants to Licensee a non-exclusive license for the Authorized Use of the Software use within a specific Derivative Product, for the Term, in the authorized quantities.
3. Licensee Responsibility. Licensee shall have the exclusive obligation to assure that the Software is properly installed and operated, and that adequate and sufficient quality assurance procedures are instituted and maintained in conjunction with its use.
3.1. License Protection. Licensee shall not distribute the computer source code or binary Software in conjunction with the operation of this license without prior authorization of DiSTI. The Software produced source code contains tagging information identifying Your license key and may be cloned by a third party to illegally utilize the included runtime libraries. Any such unauthorized transfer will result in forfeiture of Licensee to the Software. In accordance with this the terms of this Agreement, if such unauthorized transfer occurs and results in piracy, reverse engineering, cloning, transfer to any country or entity under restriction by the US government or deliberate misrepresentation of the product, Licensee shall be responsible for all losses and liabilities to DiSTI. Such items include but are not limited to reasonable legal expenses required to block further unauthorized use of the Software and any fines or legal expenses with regard to US regulatory action to address export and technology transfer liabilities and violations.
3.2. Circumvention. Licensee may not (i) utilize any equipment, device, software, or other means to (or designed to) circumvent or remove any form of technical protection used by DiSTI in connection with the Software, or (ii) Install or access the Software with any product code, authorization code, serial number, or other copy-protection device not supplied by DiSTI directly. Without limitation of the generality of the foregoing, Licensee may not utilize any equipment, device, software, or other means to (or designed to) circumvent or remove the DiSTI licensing mechanisms or any tool or technical protection measure provided or made available by DiSTI for managing, monitoring or controlling installation of or access to the Software. Licensee may not utilize any equipment, device, software, or other means to (or designed to) circumvent or remove any usage restrictions, or to enable functionality disabled by DiSTI. Licensee may not bypass or delete any functionality or technical limitations of the Software that (or that are designed to) prevent or inhibit the unauthorized copying of, installation or access to the Software
NOTE: In obtaining this unlocked, distributable version of the GL Studio demonstration, DiSTI is entrusting You with valuable intellectual property. It is Your obligation to protect Your licensed demonstration . You may only distribute your Derivative Product as object secured, fully compiled executable code from GL Studio. Delivering source code from the GL Studio code generator to a third party will expose Your product license key and You are responsible for violations of this license which result from such transfers. If You need to transfer work product developed in GL Studio to a third party, You may safely provide the GL Studio design files (.gls file) without exposing Your license keys. Should this third party wish to generate work product based on Your GL Studio designs, they will need to obtain licensing from DiSTI.
3.3. Export Compliance. Licensee shall not in any form export, re-export, ship, divert or cause to be diverted, directly or indirectly, the Software to any country for which the U.S. government, any agency thereof, or any other sovereign government, at the time of export or re-export, requires an export license or other governmental approval without first obtaining such license or approval. Licensee shall not allow the Software or underlying information or technology to be downloaded or otherwise exported or re-exported (i) into Afghanistan (Taliban-controlled areas), Cuba, Iran, Iraq, Libya, North Korea, Sudan and Syria or any other country subject to a U.S. embargo; or (ii) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Denied Parties List or Entity List. By using the Software You are agreeing to the foregoing and are representing and warranting that (i) no U.S. federal agency has suspended, revoked, or denied You export privileges, (ii) You are not located in or under the control of a national or resident of any such country or on any such list, and (iii) You will not export or re-export the Software to any prohibited county, or to any prohibited person, entity, or end-user as specified by U.S. export controls. For more information on the U.S. Export Administration Regulations (EAR), 15 C.F.R. Parts 730-774, and the Bureau of Export Administration ("BXA"), please see the BXA homepage (http://www.bxa.doc.gov). Any such unauthorized transfer will result in forfeiture of Licensee to the Software. Licensee shall be responsible for all losses and liabilities to DiSTI for any violations of this section, including but not limited to losses and liabilities resulting from piracy, reverse engineering, cloning, transfer to any country or entity under restriction by the US government or deliberate misrepresentation of the product. Such losses and liabilities include but are not limited to reasonable legal expenses required to block further unauthorized use of the Software and any fines or legal expenses with regard to US regulatory action to address export and technology transfer liabilities and violations.
3.4. Indemnification. To the extent allowed by law, Licensee shall indemnify and hold harmless DiSTI, its agents, employees, successors and assigns by any third party from and against any and all liabilities, losses, damages, suits, costs, expenses, charges, actions, claims and demands, including attorney’s fees, whether in tort or in contract, of whatsoever kind and nature imposed on, incurred by, or asserted against DiSTI, its agents, successors, and assigns by any third party which arise from or are in any way connected with a breach of any provision of this Agreement by Licensee, including but not limited to failure to comply with export requirements, or from unauthorized use of the Software by Licensee.
3.5. Title. Licensor represents and warrants to Licensee that Licensor has title to all Software provided under this Agreement or has all required permissions and/or licenses to provide to Licensee for Licensee’s use of the Software under this Agreement.
4. Property Rights. The Software is owned by, and proprietary to, DiSTI. All applicable rights to patents, copyrights, trademarks and trade secrets in the Software and all components thereof are, and shall remain, in DiSTI.
4.1. No Transfer of Possession. Licensee shall not, temporarily or permanently, transfer possession or access to the Software to any third party outside of the prescribed use without the express written consent of DiSTI. The prescribed use shall be defined as distribution of the licensee Derivative Works in the form of compiled executable applications as Derivative Works. Any unauthorized transfer will result in forfeiture of Licensee to the Software. If such unauthorized transfer occurs and results in loss of revenue to DiSTI through piracy, reverse engineering, cloning, or deliberate misrepresentation of the product, Licensee shall be responsible for all losses and liabilities to DiSTI including reasonable legal expenses required to block further unauthorized use of the Software.
4.2. Proprietary and Confidential Information and Non-Disclosure. Licensee acknowledges that it may obtain information relating to the Software and DiSTI that is of a confidential and proprietary nature ("Proprietary Information"). Such Proprietary Information may include, but is not limited to, trade secrets, know-how, processes, computer programs, and source codes. Licensee shall not disclose or use the Proprietary Information, in whole or in part, to any person other than its directors, officers and employees who need to know such information in order to comply with the terms of this Agreement. Licensee shall not disclose any such Proprietary Information to any person without DiSTI’s prior written consent. Licensee agrees to immediately return to DiSTI all Proprietary Information in its possession, custody or control in whatever form held (including all copies of all written documents relating to that) upon termination of this Agreement or at any time, or from time to time, upon the request of DiSTI.
4.3. No reverse Engineering or Cloning. Licensee shall not (and shall not permit others to), in whole or in part, reverse engineer, clone, decompile, disassemble, enhance, modify, rent, lease, or create derivative works of the Software for any purpose or in any manner. Licensee agrees that all content and materials related to the Software are protected by DiSTI's copyright, trademarks, service marks, patents, trade secrets, and other proprietary rights and laws (whether registered or not). Licensee shall not sell, rent, transfer, reproduce, publicly display, modify, adapt, translate, or create derivative works of, the Software. Licensee shall not reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code form of, the Software. Licensee shall not reproduce the functionality of the Software or engage any third party to do so. Licensee shall maintain the confidentiality of the Software and its features and shall promptly notify DiSTI of any disclosure thereof to any unauthorized third party. During the Term and for 3 years thereafter, Licensee shall not develop, make, distribute, or sell; or have developed, have made, have distributed, or have sold, by any Third Party; or affiliate with or own a 5% or more equity interest in a Third Party that makes, distributes, or sells; any products or services that are directly competitive with the Software.
4.4. Legends. Licensee shall not remove, obscure, or deface any proprietary legend, copyright notice, or other restrictive notice or legend relating to DiSTI’s rights, on or from the Software. Licensee shall reproduce all copyright notices, and other restrictive legends, appearing thereon and include the same on all copies it makes in whole or in part. Such copyright notices may appear in any of several forms, including machine-readable form. Licensee shall reproduce such notice in each form in which it appears
4.5. Trademarks. This EULA does not grant You any rights in connection with any trademarks or service marks of DiSTI
5. Limited Warranty. DiSTI warrants that under normal use, for the period of ninety (90) days from the date of payment of the license fee (“Warranty Period”), the Software shall substantially conform to the specifications in its documentation. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE SOFTWARE IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. THE SOFTWARE IS NOT ERROR-FREE AND IS BEING PROVIDED "AS IS" AND WITH ALL FAULTS, WITHOUT WARRANTY OF ANY KIND..
5.1. Warranty Limitations. DiSTI’s Limited Warranty does not apply to: any copy of the Software that is modified by any person other than DiSTI; use of the Software other than in accordance with the most current operating instructions provided by DiSTI; errors caused by defects, problems, or failures of hardware or software not provided by DiSTI; errors caused by negligence or willful act of Licensee or any other person except DiSTI; Licensee’s misuse, improper use, or unauthorized use of the Software; the combination or merger of the Software with any hardware or software not supplied by DiSTI or not authorized by DiSTI to be so combined or merged; Licensee’s failure to provide qualified operators for the Software; or any similar act or failure to act by Licensee. DiSTI’s Limited Warranty does not apply to licensee Derivative Works. Problems related to Derivative Works must be directed to the producer of the Derivative Work for resolution.
5.2. DISCLAIMER OF ALL OTHER WARRANTIES. EXCEPT FOR THE EXPRESS LIMITED WARRANTY SET FORTH IN PARAGRAPH 5 ABOVE, DiSTI HEREBY DISCLAIMS ALL OTHER WARRANTIES, CONDITIONS, REPRESENTATIONS, WHETHER STATUTORY, EXPRESS, OR IMPLIED, ORAL OR WRITTEN (INCLUDING ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE).
5.3. Exclusive Remedy. If the Software does not conform to its documentation such that its functional performance is substantially affected during the Warranty Period, and Licensee a) notifies DiSTI in writing of the nature of the non-conformity within the Warranty Period, and b) submits a copy of the receipt of purchase of the license with its notice, DiSTI, at its option, may refund the license fee or replace the Software. Replacement of the non-conforming Software, or refund of the license fee, is Licensee’s sole remedy for any breach of the Limited Warranty provided herein.
5.4. LIMITATION OF LIABILITY. IN NO EVENT SHALL DISTI BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES, (INCLUDING LOSS OF ECONOMIC ADVANTAGE, BUSINESS, PROFITS, DATA OR INACCURACY OF DATA), IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR FROM USE OF SOFTWARE, WHETHER OR NOT DISTI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE FORM OF ACTION OR LEGAL THEORY (WHETHER IN CONTRACT OR IN TORT, INCLUDING STRICT TORT LIABILITY, OR BASED ON A WARRANTY) UNDER WHICH THE LIABILITY MAY BE ASSERTED.
6. Termination. In the event of a material breach of this Agreement by Licensee, including any action in derogation of DiSTI’s rights to the Software licensed hereunder, DiSTI may immediately terminate this Agreement. In addition, DiSTI may terminate this Agreement immediately should the Software, or any portion thereof, become, or in DiSTI’s opinion be likely to become, the subject of a claim of infringement of a patent, trade secret, copyright, mask work right, or other proprietary right.
6.1. Licensee’s Obligations Upon Termination. Upon expiration or termination of this Agreement, Licensee shall immediately discontinue all use of the Software and, unless otherwise instructed by DiSTI, within thirty (30) days after such expiration or termination, Licensee shall destroy all such Software and all copies thereof, and certify to DiSTI in a writing signed by an authorized representative of Licensee that all such Software, and all copies thereof, have been destroyed.
7. Miscellaneous.
7.1. Remedies for Breach. The parties agree that for certain breaches under this Agreement there would be no adequate remedy at law for and that irreparable harm would result from any such breach of this Agreement. Accordingly, in the event of such a breach by either party, the non-breaching party shall be entitled to seek injunctive relief and to seek specific enforcement of the terms and provisions hereof. Such remedy shall not be deemed to be the exclusive remedy for any breach of this Agreement but shall be in addition to all other rights and remedies available at law or in equity. If any action is initiated to enforce any of the provisions hereof, the prevailing party shall be entitled to reimbursement of all costs and expenses, including the reasonable fees and expenses of legal counsel, incurred by it in connection therewith. The parties further acknowledge and agree that the covenants contained herein are necessary for the protection of legitimate business interests and are reasonable in scope.
7.2. Government Rights in Commercial Software. This Software is provided with RESTRICTED RIGHTS. Use, duplication or disclosure by the Government is subject to restrictions set forth FAR 52.227-19, DFARS 227.7202, and in similar clauses in the NASA FAR supplement, as applicable. You are responsible for complying with all trade regulations and laws both foreign and domestic. If acquired under FAR policy (52.227-19), the U.S. Government shall obtain Restricted Rights in this Software. If acquired under DFARS policy (227.7202), the U.S. Government is granted only the commercial rights given above in this License.
7.3. Derivative Works. Licensee expressly assumes any and all responsibility and liability for all Derivative Works defined as end user applications and products into which DiSTI generated source code and libraries are included.
7.4. Non-Solicitation: Licensee shall not solicit or employ (as a consultant, independent contractors or otherwise, except as contemplated herein), any employee of DiSTI without the prior written consent of DiSTI for a period ending three (3) years after the termination of the employee's employment with DiSTI ends for any reason or (3) years after the termination of all support contracts with DiSTI, whichever is later.
7.5. Applicable Law. This Agreement shall be construed and enforced in accordance with the laws of the State of Florida applicable to contracts entered into and wholly to be performed therein, without regard to that body of law pertaining to conflicts of laws, and the laws of the United States. This Agreement shall not be governed by any United Nations charters with respect to the international sale of goods. Any controversies between Licensee and any other Parties arising hereunder shall be adjudicated before, and each Party hereby waives all forum and venue objections to, the courts of competent jurisdiction located in Orlando, Florida, USA.
7.6. No Waiver. No term or provision of this Agreement will be considered waived, and no breach excused, unless such waiver is in writing signed on behalf of the party against which the waiver is asserted. No waiver (whether express or implied) will constitute consent to, waiver of, or excuse of any other, different, or subsequent breach.
7.7. Language. The English language version of this Agreement is legally binding in case of any inconsistencies between the English version and any translations. If Licensee purchased the license for the Software in Canada, Licensee agrees to the following: The parties hereto confirm that it is their wish that this Agreement, as well as other documents relating hereto, including notices, have been and shall be written in the English language only. (Les parties ci-dessus confirment leur désir que cet accord ainsi que tous les documents, y compris tous avis qui s'y rattachent, soient rédigés en langue anglaise
7.8. Severability. If any of the provisions, or portions thereof, of this Agreement are found to be invalid under any applicable statute or rule of law, then, that provision notwithstanding, this Agreement shall remain in full force and effect and such provision or portion thereof shall be deemed omitted.
7.9. Entire Agreement. By using the Software, Licensee acknowledges that it has read and understood this Agreement and agrees to be bound by its terms and conditions. Licensee further agrees that this Agreement sets forth the sole and entire understanding with respect to this Software License, and merges and supersedes all prior oral and written agreements, discussions, and understandings, express or implied, concerning all matters related thereto. This Agreement may not be modified, amended or cancelled, in whole or in part, except by written agreement signed by both parties.
7.10. Assignment. Licensee may assign this Agreement upon submission to DiSTI of a completed DiSTI transfer form. Upon assignment, You shall certify to DiSTI that: 1) the assignee has read and agreed to be bound by the terms of this Agreement, and 2) any copies of the Software in Licensee’s possession have been destroyed.
7.11. Relationship between DiSTI and Licensee: It is agreed and understood that Licensee is not the agent or representative of DiSTI and has no authority or power to bind or contract in the name of or to create any liability against DiSTI in any way or for any purpose. Nothing herein contained shall be construed to create a partnership or joint venture or employment relationship or agency relationship between the Parties.
7.12. Venue: The parties consent to the exclusive jurisdiction and venue in the federal courts sitting in Orange County, Florida, unless no federal subject matter jurisdiction exists, in which case the parties consent to the exclusive jurisdiction and venue in the Superior Court of Orange County, Florida. You expressly waive all defenses of lack of personal jurisdiction and forum non conveniens. Process may be served on either party in the manner authorized by applicable law or court rule
7.13. Survival. Paragraphs 3 (Licensee Responsibility), 4 (Property Rights), 5 (Limited Warranty), 6.1 (Licensee’s Obligations on Termination), and 7.4 (Non-Solicitation) shall survive termination, expiration or assignment of this Agreement.
7.14. Headings: The headings in this EULA are inserted for ease of reference only and shall not affect the construction or interpretation of this EULA