This JDXA (JDX for Android) License Agreement (the “Agreement”) is entered into by and between Software Tree, LLC, a California limited liability corporation (“Software Tree”), and the user of the software licensed hereunder (“Licensee”) (each, a “Party” and collectively, the “Parties”).
PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING THE ACCOMPANYING SOFTWARE AND RELATED SERVICES. BY CLICKING THE "ACCEPT" ICON BELOW OR BY USING THE ACCOMPANYING SOFTWARE, THE LICENSEE CONFIRMS ITS ASSENT TO THIS AGREEMENT. IF THE LICENSEE DOES NOT ACCEPT THE TERMS OF THIS AGREEMENT, THEN IT MUST CLICK ON THE "DO NOT ACCEPT" ICON BELOW, AND MUST NOT USE THE ACCOMPANYING SOFTWARE. IF THE LICENSEE IS AN ENTITY AND YOU ARE ACTING ON BEHALF OF LICENSEE, THEN YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF LICENSEE.
JDXA, a.k.a. JDX for Android (the "Product") consists of proprietary software developed by Software Tree, as modified by Software Tree from time to time. The Product is bundled with certain third party software (the "Third Party Software"), as modified from time to time, which are identified, along with their respective license terms, at https://github.com/SQLDroid/SQLDroid/blob/master/LICENSE and in the downloadable sdk that contains the Product (the “Third Party Licenses”).
2.1 Grant of License. Subject to Licensee's payment for license to the Product and strict compliance with the terms and conditions of this Agreement, and the terms and conditions of the Third Party Licenses, Software Tree hereby grants to Licensee a non-exclusive, personal, non-transferable, non-assignable, perpetual, revocable, and worldwide license to (i) install and run one (1) copy of the object code version of the Product solely for developing one (1) App during the Term, and (ii) distribute the runtime library for the Product to licensees or sublicensees of the App, but only for use with the App. “App” means a Licensee owned application developed to work with Android operating system environment, where such application has an app id (specified by the package attribute at the root element of such application’s manifest file, ‘AndroidManifest.xml’) identical to the app id specified by Licensee at the time of licensing the Product.
2.2 Reservation of Rights. All rights not expressly granted under this Agreement or the Third Party Licenses are reserved to Software Tree and the licensors of the Third Party Software. 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) except as expressly granted to Licensee under Section 2.1, 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 other than by Licensee solely for its internal business purposes; (e) remove or alter any trademark, logo, copyright or other proprietary notices associated with the Product; (f) use the Product to benchmark against any other product, or publish any information derived during testing of the Product; (g) undertake any action or omission in respect of the Third Party Software in contravention of the applicable Third Party Licenses; or (g) cause or permit any other party to do any of the foregoing.
3.1 License Fees. The license fees for the Product shall be due and payable prior to the earlier of (i) submitting the App for launch on any application marketplace, or (ii) making the App available to any end user of such App. All license fees are exclusive of applicable taxes or duties. Licensee shall be responsible for payment of taxes and duties of any kind payable with respect to the licensing of the Product.
3.2 No Refunds. Upon Licensee’s payment of the license fees, Software Tree shall have no obligation to refund such license fee or offer any exchange for it for any reason whatsoever. Licensee hereby confirms and acknowledges that it has evaluated the evaluation version of the Product during the complementary trial period prior to payment of such non-refundable and non-exchangeable license fee.
4. Disclaimer of Warranties; Limitation of Liability
4.1 Disclaimer. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PRODUCT, ANY THIRD PARTY SOFTWARE, AND ANY UPDATES PROVIDED HEREUNDER ARE 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.
4.2 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 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, ANY USE OF OR INABILITY TO USE ANY SOFTWARE (INCLUDING BUT NOT LIMITED TO THE PRODUCT 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.
4.3 Limitation of Liabilities. Notwithstanding anything stated herein to the contrary, 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 the license fees paid or payable under this Agreement during the twelve (12) months immediately preceding the most recent event giving rise to such liability.
4.4 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 Licensee of this Agreement or the Third Party Licenses.
5.1 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 the jurisdiction over any case or controversy arising hereunder and shall be the proper forum in which to adjudicate such case or controversy.
5.2 Termination; Survival. Software Tree may terminate this Agreement on written notice to Licensee in the event of a breach of the Agreement or the Third Party Licenses by Licensee, or if the Product or the Third Party Software should become, or, in Software Tree's reasonable opinion, is likely to become, the subject of intellectual property infringement or trade secret appropriation. Licensee shall immediately discontinue use of the Product and / or the Third Party Software, as applicable, upon termination of the Agreement. Licensee hereby acknowledges that the Product may include functions which disable any software therein upon termination of the Agreement. The following terms shall survive the termination of this Agreement: Licensee's obligations under Subsection 2.2 (Reservation of Rights), Section 3 (Payment), Section 4 (Disclaimer of Warranties; Limitation of Liability), and Section 5 (General).
5.3 Export Restrictions. 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.
5.4 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.
5.5 Assignment. 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 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.
5.6 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 afférents, soient rédigés en anglais seulement.
5.7 Entire Agreement. This Agreement represents the entire agreement and understanding between the Parties regarding the Product and Subscription Services provided hereunder.
5.8 Publicity. Software Tree may, in its sole discretion, issue press releases, advertise, or otherwise publicize Licensee’s licensing of the Product without requiring any permission from Licensee.
5.9 Confidential Information. "Confidential Information" means all information disclosed (whether in oral, written, or other tangible or intangible form) by Software Tree to the Licensee concerning or related to this Agreement or Software Tree, which 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. Licensee will, during the Term and at all times thereafter, maintain in confidence the Confidential Information and will not use such Confidential Information except as expressly permitted herein. Licensee will use at least the same degree of care in protecting the Confidential Information as 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 Licensee solely for the purpose of carrying out its obligations under this Agreement. In addition, Licensee will not reproduce Confidential Information in any form, except as required to accomplish 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 Licensee; (ii) the Licensee can reasonably demonstrate was in its possession prior to first receiving it from Software Tree; (iii) the Licensee can demonstrate was developed independently and without use of or reference to the Confidential Information; or (iv) the 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 5.9 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.
5.10 Feedback. Notwithstanding any terms to the contrary, any technical support requests, suggestions, comments or other feedback provided by Licensee to Software Tree, or collected unilaterally by Software Tree, with respect to the Product, the Third Party Software, or otherwise in connection with this Agreement (collectively, "Feedback") will constitute Confidential Information. Further, Software Tree will be free to use, disclose, reproduce, license and otherwise distribute, and exploit the Feedback provided to it as it sees fit, entirely without obligation or restriction of any kind on account of intellectual property rights or otherwise.
5.11 IP Notice. THE PRODUCT IS PROTECTED BY UNITED STATES COPYRIGHT LAW, US PATENT 6,163,776, AND INTERNATIONAL TREATIES. UNAUTHORIZED REPRODUCTION, USE, OR DISTRIBUTION OF THE PRODUCT IS SUBJECT TO CIVIL AND CRIMINAL PENALTIES.