EULA

IMPORTANT: PLEASE READ CAREFULLY

THIS END USERLICENSE AGREEMENT (THIS "EULA") CONTAINS THE TERMS AND CONDITIONS FOR YOUR USE OF SPREADJS ("SOFTWARE"). THIS EULA IS A BINDING AGREEMENT BETWEEN YOU AND GRAPECITY, INC. ("GC"); HOWEVER, IF YOU ARE ACTING AS AN AGENT FOR ANOTHER PERSON OR ENTITY, SUCH AS ON BEHALF OF YOUR EMPLOYER, THEN "YOU" MEANS THE PERSON ON WHOSE BEHALF YOU ARE ACTING. BY COPYING, USING, OR OTHERWISE ACCESSING THE SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS CONTAINED HEREIN.

1. DEFINITIONS

The following terms have the respective meanings as used in this EULA:

  • “Documentation” means the SOFTWARE user manual(s) and/or software-enabled help files that may be provided by GC, including any associated media and materials provided in print, electronic, or online format.
  • “End User” means that licensed individual, organization, or entity that is the purchaser of this license.
  • “License” means the right to use the SOFTWARE, subject to the condition that You agree and comply with the terms of this EULA and pay the license fee required.
  • “Modify” means any addition to or deletion from the substance or structure of the SOFTWARE.
  • "Open Source Software" means open-source components embedded in the SOFTWARE and provided under the associated license terms, including, but not limited to, the BSD license and MIT License, which can be found in the LICENSE.txt file provided with the SOFTWARE.
  • "SOFTWARE” means the SpreadJS software product in minified object code, in whole and/or in part, and includes, to the extent provided by GC: 1) any data, image or executable files, databases, data engines, computer software, or similar items customarily used or distributed with computer software products; 2) any revisions, updates and/ or upgrades thereto; 3) anything provided to You for use with or in conjunction with the SOFTWARE; and 4) any associated documentation.
  • "SpreadJS" is a term for the Spread JavaScript platform products. Each module of SpreadJS (i.e. SpreadJS.Sheets and Spread.Views) may be licensed individually. Releases of additional modules will be licensed at GC’s discretion.
  • "Updates” means any patches, bug fixes, upgrades, and new versions of the SOFTWARE.

2. LICENSE GRANT AND LIMITATIONS

Subject to the terms and conditions of this EULA, and conditioned on Your compliance therewith, GC grants to You the designated user a limited, revocable, non-exclusive license to use the SOFTWARE in a manner consistent with its design and documentation. You may only use the SOFTWARE in accordance with the terms and conditions of the License purchased by You, which applicable license fees have been paid.

3. LICENSE TERMS

Subject to the terms and conditions of this EULA, Your use of the SOFTWARE is subject to the terms of the following licensing models:

a. Developer License. This section applies only to a Developer license.

Single Developer. Subject to the terms of this EULA and Your payment of the applicable license fee, You as the designated user, are hereby granted one (1) limited, perpetual, revocable, non-exclusive right to use the SOFTWARE to develop, design and test Software products developed through or by the use of the SOFTWARE. The developer license provided herein is granted to one (1) single Developer. You must purchase another separate license to the SOFTWARE for each and any additional Developer. You may install the SOFTWARE on different machines; provided, however, that the SOFTWARE may not be used by anyone other than You as a single Developer. By way of example, if a company has five developers using the SOFTWARE, the company needs to purchase five Standard Developer licenses, irrespective of how the SOFTWARE is accessed or how many installations are accessed. The SOFTWARE is not transferable by You, except with the prior written consent of GC. You are entitled to one (1) year of Maintenance for the SOFTWARE after which Maintenance must be renewed to receive major version upgrades and Support to the SOFTWARE.

b. Distribution License. This section applies only to a Distribution License.

You are hereby required to purchase an annual or perpetual Distribution License for each server hostname or named mobile and/or desktop application.

Annual Distribution License. Subject to the terms of this EULA and Your payment of the applicable license fee, You as the designated user, are hereby granted a limited, revocable, non-exclusive right to distribute or deploy the SOFTWARE. An Annual Distribution License is subject to a one (1) year term, which must be renewed annually. If the term is not renewed and You fail to pay the applicable annual license fee, GC reserves the right to revoke Your Distribution License.

Perpetual Distribution License. Subject to the terms of this EULA and Your payment of the applicable license fee, You as the designated user, are hereby granted a limited, perpetual, revocable, non-exclusive right to distribute or deploy the SOFTWARE. If You fail to comply with the terms of this EULA, GC reserves the right to revoke Your Distribution License.

For the avoidance of doubt, in addition to a Distribution License, at least one (1) Developer License is required for all deployed applications.

c. Restrictions. You may only use the SOFTWARE, its source code, or any portion thereof to create Applications that are significantly different than and do not compete with the SOFTWARE. You are hereby restricted from directly or indirectly (a) distributing, disclosing or otherwise making available to any third party the SOFTWARE, any portion, modified version or derivative work thereof, in source code format (except to the extent this restriction is expressly prohibited by applicable law, or the applicable Open Source License); (b) reverse engineering, decompiling, disassembling, sublicensing, leasing, renting the SOFTWARE, its source code, or any portion thereof (except to the extent this restriction is expressly prohibited by applicable law, or the applicable Open Source License); (c) removing, altering or obscuring any proprietary notice, labels, trademarks, or other intellectual property rights notices appearing on the SOFTWARE as delivered to You; (d) using the SOFTWARE, its source code, or any portion thereof, to develop applications or engage in activity to compete against the SOFTWARE; (d) and using the SOFTWARE in excess of the terms and conditions of the license purchased by You.

In all cases, (a) You may not use GC’s name, logo, or trademarks to market Your Developed Application without the express written consent of GC; (b) You must include the following GC copyright notice wherever the copyright/rights notice is in Your Developed Application (“Portions Copyright © GrapeCity, Inc. 1987-2017. All Rights Reserved.”).

d. Transfer of License. The SOFTWARE is not transferable by You, except with the prior written consent of GC.

4. INDEMNITY.

You agree to indemnify, hold harmless, and defend GC, its suppliers and resellers, from and against any claims or lawsuits, including attorney’s fees that may arise from the use or distribution of Your Applications.

5. MAINTENANCE & SUPPORT SERVICES

The SOFTWARE is revised from time- to time (meaning, for example, revised with updates and upgrades).

To receive access to support services and major version releases to the SOFTWARE, You must have a valid maintenance subscription. A maintenance subscription is deemed valid if its current subscription has not surpassed its expiration date. Upon the initial purchase of a Developer License, a one (1) year valid maintenance subscription is provided for Your Developer License.

Updates/Upgrades: Subject to the terms and conditions of this EULA, updates and upgrades to the SOFTWARE may be provided by GC from time-to-time, and, if so provided by GC, are provided upon the terms and conditions offered at that time by GC in its sole discretion. GC may provide updates and upgrades to the SOFTWARE for free or for any charge, at any time or never, and through its chosen manner of access and distribution, all in GC's sole discretion. Minor Revisions, or Service Packs, are updates made to a specific version (ex: SpreadJS 10 SP2 is an update to SpreadJS 10), and Major revisions are next version upgrades which the major version number is incremented.

Support Services: Subject to the terms and conditions of this EULA, GC may provide unlimited support calls, email support, membership on support site, forum support monitored by support and development teams, automatic notification of all new maintenance releases and delivery of new versions, and maintenance downloads.

6. COPYRIGHT AND OTHER INTELLECTUAL PROPERTY RIGHTS AND LIMITATIONS

The SOFTWARE is licensed to You, not sold. The SOFTWARE is protected by copyright laws and international copyright treaties, as well as by other intellectual property laws and treaties. You agree that GC owns all right, title, and interest in and to the SOFTWARE, including any copyrights, and all other intellectual property rights in and to the SOFTWARE (excluding Open Source Software). GC’s copyright includes, but is not limited to, documentation and GC’s significant online developer assistance resources, source code, and any images, photographs, animations, video, audio, music, and text incorporated into the SOFTWARE. Without prejudice to any other rights it may have, this EULA shall automatically terminate if You fail to comply with the terms and conditions of this EULA, with the exception of any provisions which, by their nature, are intended to survive termination. Upon termination, You agree to destroy all copies of the SOFTWARE. You agree that GC may identify You as a customer in GC marketing materials. GC reserves all rights not otherwise expressly and specifically granted herein.

7. OPEN SOURCE SOFTWARE

The SOFTWARE may include certain open source components that are subject to open source licenses (“Open Source Software”), and some of the Open Source Software is owned by third parties. The Open Source Software is not subject to the terms and conditions of this EULA. Instead, each item of Open Source Software is licensed under the applicable license terms that accompanies such Open Source Software. Nothing in this EULA limits Your rights under, nor grants You rights that supersede, the terms and conditions of any applicable license terms for the Open Source Software. Any fees charged by GC in connection with the SOFTWARE, do not apply to any Open Source Software for which fees may not be charged under the applicable Open Source License. The terms and conditions of the Open Source Software License are available on the LICENSE.txt file, which is provided with the SOFTWARE.

8. EXPORT RESTRICTIONS

The SOFTWARE is of U.S. origin. The license and distribution of the SOFTWARE is subject to the export control laws and regulations of the United States of America which restrict exports and re-exports of SOFTWARE, technical data, and direct products of technical data, including services and applications created with or derived from use of the SOFTWARE. You agree to comply with all such laws.

9. WARRANTIES AND REMEDIES

GC EXPRESSLY DISCLAIMS ANY WARRANTY. THE SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF THE SOFTWARE IS AND REMAINS WITH YOU. THIS LIMITED WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS. YOU MAY HAVE OTHERS WHICH VARY FROM STATE TO STATE.

GC WILL HAVE NO OBLIGATION WITH RESPECT TO ANY CLAIM THAT RELATES TO OPEN SOURCE SOFTWARE OR ANY DERIVATIVES OR OTHER ADAPTATIONS THEREOF THAT IS NOT EMBEDDED BY GC INTO THE SOFTWARE; OR ANY SOFTWARE PROVIDED ON A NO CHARGE OR EVALUATION BASIS.

GC'S ENTIRE LIABILITY AND YOUR EXCLUSIVE REMEDY UNDER THIS EULA SHALL BE, AT GC'S OPTION, EITHER: (a) RETURN OF THE PRICE PAID FOR THE SOFTWARE, OR (b) REPLACEMENT, UPDATE OR UPGRADE OF THE SOFTWARE. EXCEPT AS STATED IN THE PRECEDING SENTENCE, IN NO EVENT SHALL GC BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, GENERAL, COMPENSATORY, CONSEQUENTIAL AND/OR INCIDENTAL DAMAGES, DAMAGES FOR LOSS OF BUSINESS PROFIT, BUSINESS INTERRUPTION, LOSS OF INFORMATION, OR ANY OTHER LOSS) ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE, EVEN IF GC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES IN CERTAIN CASES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

10. MISCELLANEOUS

This EULA (including any additional terms, addendum or amendment to this EULA included with the SOFTWARE) is the final, complete, and exclusive statement of the entire agreement between You and GC relating to the SOFTWARE, and supersedes any prior and contemporaneous communications, whether oral or written. This EULA may not be modified unless in writing or by a manner in which the parties are bound to this EULA (such as by "clicking-through" acceptance, etc.) You agree to indemnify, hold harmless, and defend GC and its suppliers and resellers from and against any and all claims or lawsuits, including attorney’s fees that arise or result from this EULA.

If for any reason a court of competent jurisdiction finds any provision of this Agreement, or any portion thereof, to be unenforceable, that provision of the Agreement will be enforced to the maximum extent permissible so as to affect the intent of the parties, and the remainder of this Agreement will continue in full force and effect. Failure by either party to enforce any provision of this agreement will not be deemed a waiver of future enforcement of that or any other provision. Except as otherwise required or superseded by law, this Agreement is governed by the laws of the Commonwealth of Pennsylvania, without regard to its conflict of laws principles. The parties consent to the personal jurisdiction and venue of the Commonwealth of Pennsylvania, in the County of Allegheny, and agree that any legal proceedings arising out of this Agreement shall be conducted solely in such state. If the SOFTWARE was acquired outside the United States, then local law may apply.

Use, duplication, or disclosure by the U.S. Government is subject to restrictions as set forth above and in subparagraph (c) (1) (ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.2277013. Rights for non-DOD U.S. Government departments and agencies are as set forth in FAR 52.22719(c) (1,2). GrapeCity, Inc., 201 South Highland Avenue, 3rd Floor, Pittsburgh, PA 15206-9926, USA.

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