This agreement (the "Agreement") is entered into by and between Software Tree, LLC, a California limited liability company ("Software Tree"), and the user of the software provided hereunder ("Trial Licensee")(each, a "Party" and collectively, the "Parties").
This Agreement, and the licenses granted hereunder, shall be valid for a period of thirty (30) days from the date of initial request for downloading the Product (the "Term"). Upon expiration of the Term, the Product may automatically cease operating through the use of time bomb or other disabling code included therein. Trial Licensee hereby agrees to not create or use any workarounds to such time bomb or other disabling code.
PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING THE ACCOMPANYING SOFTWARE. BY CLICKING THE "ACCEPT" ICON BELOW OR BY USING THE ACCOMPANYING SOFTWARE, THE TRIAL LICENSEE CONFIRMS ITS ASSENT TO THIS AGREEMENT. IF THE TRIAL LICENSEE DOES NOT ACCEPT THE TERMS OF THIS AGREEMENT, THEN IT MUST CLICK ON THE "NO" RADIO BUTTON BELOW, AND MUST NOT USE THE ACCOMPANYING SOFTWARE. IF THE TRIAL LICENSEE IS AN ENTITY AND YOU ARE ACTING ON BEHALF OF TRIAL LICENSEE, THEN YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF TRIAL LICENSEE.
Software Tree’s JDXA (a.k.a. JDX for Android) Software Development Kit, including Updates, (the "Product") consists of certain software developed by Software Tree for use in developing apps on Android mobile platform. The Product includes proprietary software and documentation developed by Software Tree (the "Software Tree Software"), along with certain third party software (the "Third Party Software"), which is identified, along with its license terms, at https://github.com/SQLDroid/SQLDroid/blob/master/LICENSE
(the "Third Party License").
2.1 Grant of License. Subject to Trial Licensee's acceptance of, and agreement with, the terms and conditions of this Agreement, and the terms and conditions of the Third Party License, Software Tree hereby grants to Trial Licensee a non-exclusive, personal, non-assignable, revocable, and non-transferable license to:
(i) install and run one (1) copy of the Product solely for internal testing and non-commercial purposes during the Term;
(ii) install and use one (1) copy of the Third Party Software solely for internal testing and non-commercial purposes during the Term, subject to the terms of the Third Party License; and
(iii) during the Term, receive any software updates to the Product as may be provided to the Trial Licensee by Software Tree from time-to-time (each, an "Update").
2.2 Reservation of Rights. All rights not expressly granted under this Agreement or the Third Party License are reserved to Software Tree. Trial Licensee will not: (a) modify, translate or create derivative works of the Product; (b) decompile, reverse engineer or reverse assemble any portion of the Product; (c) sell, assign, sublicense, rent, lease, loan, provide, distribute or otherwise transfer all or any portion of the Product; (d) make, have made, reproduce or copy the Product; (e) remove or alter any trademark, logo, copyright or other proprietary notices associated with the Product; (f) use the Product for any commercial purposes, including processing of operational data or launching on appstores any apps developed by using the Product; (g) use the Product to benchmark against any other product, or publish any information derived during testing of the Product; or (h) cause or permit any other party to do any of the foregoing.
3. Confidential Information; Feedback
3.1 Confidential Information. "Confidential Information" means all information disclosed (whether in oral, written, or other tangible or intangible form) by Software Tree to the Trial Licensee concerning or related to this Agreement or Software Tree, which Trial Licensee knows or should know, given the facts and circumstances surrounding the disclosure of the information by Software Tree, is confidential information of Software Tree. Confidential Information includes, but is not limited to, the Product, technical specifications, documentation, design plans, know-how, customer information, business information, any associated technology or services, and other similar information. Trial Licensee will, during the Term and thereafter, maintain in confidence the Confidential Information and will not use such Confidential Information except as expressly permitted herein. Trial Licensee will use at least the same degree of care in protecting the Confidential Information as Trial Licensee uses to protect its own confidential information from unauthorized use or disclosure, but in no event less than reasonable care. Any Confidential Information will be used by Trial Licensee solely for the purpose of carrying out its obligations under this Agreement. In addition, Trial Licensee will not reproduce Confidential Information in any form, except as required to accomplish Trial Licensee's obligations under this Agreement. Confidential Information will not include information that: (i) is in or enters the public domain without breach of this Agreement through no fault of the Trial Licensee; (ii) the Trial Licensee can reasonably demonstrate was in its possession prior to first receiving it from Software Tree; (iii) the Trial Licensee can demonstrate was developed independently and without use of or reference to the Confidential Information; or (iv) the Trial Licensee receives from a third party without restriction on disclosure and without breach of a nondisclosure obligation. The Parties agree that any actual or threatened breach of this Section 3.1 will cause immediate and irreparable harm to Software Tree that would be difficult to calculate and could not be remedied by the payment of damages alone.
3.3 Ownership. Trial Licensee acknowledges the Product is subject to, and protected by, a patent issued to Software Tree by the United States Patent and Trademark Origination as Patent number 6,163,776. As between Software Tree and Trial Licensee and subject to Section 2.1 (Grant of License), Software Tree retains all right, title and interest in the (a) Product; (b) all modifications of the Product made by anyone; (c) all derivative works of the Product created by anyone; and (d) any and all rights under the patent, trademark, copyright, trade secrets and other form of intellectual property rights recognized in any jurisdiction, including applications and registrations for any of the foregoing ("Intellectual Property Rights") embodied therein, and this Agreement does not grant to Trial Licensee any Intellectual Property Rights in the Product. Trial Licensee hereby acknowledges and understands that the Intellectual Property Rights embodied in the Product include valuable trade secrets of Software Tree and are subject to the confidentiality provisions of Section 3.1 (Confidential Information).
4. Disclaimer of Warranties
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PRODUCT (INCLUDING, WITHOUT LIMITATION, ANY SOFTWARE TREE SOFTWARE, THIRD PARTY SOFTWARE, OR UPDATES PROVIDED HEREUNDER) IS PROVIDED "AS IS" WITHOUT ANY WARRANTIES OR CONDITIONS OF ANY KIND, INCLUDING IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR AND NON-INFRINGEMENT. NOTHING STATED IN THIS AGREEMENT WILL IMPLY THAT THE OPERATION OF ANY SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE OR THAT ERRORS WILL BE CORRECTED.
5. Limitation of Liability
5.1 Exclusion of Consequential Damages. IN NO EVENT WILL SOFTWARE TREE OR ANY OF ITS OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS, DISTRIBUTORS, OR LICENSORS (INCLUDING, WITHOUT LIMITATION, ANY LICENSORS OF THIRD PARTY SOFTWARE) BE LIABLE TO THE TRIAL LICENSEE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO LOST REVENUE, LOST OR DAMAGED DATA, OR OTHER COMMERCIAL OR ECONOMIC LOSS ARISING OUT OF OR RELATING TO ANY BREACH OF THIS AGREEMENT OR ANY RELATED AGREEMENTS OR ANY USE OR INABILITY TO USE ANY SOFTWARE (INCLUDING BUT NOT LIMITED TO THE SOFTWARE TREE SOFTWARE AND THIRD PARTY SOFTWARE) PROVIDED HEREUNDER OR UNDER ANY RELATED AGREEMENTS, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR CLAIM.
5.2 Limitation of Liabilities. In no event will Software Tree’s aggregate liability for any damages arising out of or relating to this Agreement or any related agreement, whether in contract, tort or otherwise, exceed One Hundred Dollars (U.S. $100) in the aggregate.
5.3 Injunctive Relief. Notwithstanding anything to the contrary in the foregoing, Software Tree shall have the right to obtain preliminary and permanent injunctive relief and other equitable relief in case of any breach by the Trial Licensee of this Agreement or the Third Party License.
6.1 Governing Law. This Agreement and the rights of the Parties hereunder shall be governed by and interpreted in accordance with the laws of the State of California, and the Parties agree that any appropriate state or federal district court located in Santa Clara County, California, shall have exclusive jurisdiction over any case or controversy arising hereunder and shall be the proper forum in which to adjudicate such case or controversy.
6.2 Termination; Survival. Software Tree may terminate this Agreement on written notice to Trial Licensee in the event of a breach of the Agreement or the Third Party License by Trial Licensee, or if the Product should become, or, in Software Tree's reasonable opinion, is likely to become, the subject of intellectual property infringement or trade secret appropriation. Further, Software Tree may terminate this Agreement for convenience and without providing any reason upon five (5) days' prior notice in writing to Trial Licensee. Trial Licensee shall immediately discontinue use of the Product upon expiration or termination of the Agreement; Trial Licensee acknowledges that the Product may include functions which disable the software therein upon expiration or termination of the Agreement. The following terms shall survive the termination of this Agreement: Trial Licensee's indemnification obligations under Subsection 2.2 (Reservation of Rights), Section 3 (Confidential Information; Feedback), Section 4 (Disclaimer of Warranties), Section 5 (Limitation of Liability), Section 6 (General).
6.3 Export Restrictions. Trial Licensee represents and warrants that it will not export, re-export, or transfer the Product without obtaining any necessary licenses or authorizations from the U.S. government and / or other governing bodies, as applicable.
6.4 Severability. If any part of this Agreement is held by a court of competent jurisdiction to be illegal or unenforceable, the remainder of this Agreement shall not be affected and such provision shall be deemed to be modified to the minimum extent necessary to make such provision consistent with applicable law, and such provision shall thereafter be enforceable
6.5 Assignment. Trial Licensee may not assign this Agreement or its rights or obligations hereunder to any person or party, without Software Tree's prior written consent, which may be granted or withheld and Software Tree's sole discretion. Any attempt by Trial Licensee to assign this Agreement without Software Tree's prior consent shall be null and void. Subject to the foregoing, any permitted assignment shall be binding upon and inure to the benefit of each Party and its respective successors and assigns. Software Tree may freely transfer, assign or delegate this Agreement or its rights and duties under this Agreement.
6.6 English Language. It is the express wish of the parties that this Agreement and all related documents be drawn up in English. C'est la volonté expresse exigé par les parties que cette convention et tous les documents y afferents, soient rédigés en anglais seulement.
6.7 Entire Agreement. This Agreement represents the entire agreement and understanding between the Parties regarding the Product provided hereunder.