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This License Agreement is a legal agreement between you, either as an
individual or a single entity ("Developer"), and Catalyst Development
Corporation ("Catalyst") for the software product identified as
"SocketTools ActiveX Edition" ("Software" or "Software Product"). The Software
Product includes executable programs, redistributable modules, controls, and
dynamic link libraries ("Components" or "Software Components"), electronic
documentation, and may include associated media and printed materials.
Installing this Software Product on to a hard disk or any other storage
device of a computer, or loading any of the Components into the memory of
any computer, constitutes use of the Software and shall acknowledge your
acceptance of the terms and conditions of this License Agreement and your
agreement to bound thereby.
1. GRANT OF LICENSE
Catalyst Development grants you as an individual, a personal,
non-exclusive, non-transferable license to install the Software Product
using an authorized serial number. If you are an entity, Catalyst grants
you the right to appoint an individual within your organization to use and
administer the Software Product subject to the same restrictions enforced
on individual users. You may not network the Software or otherwise use it
on more than one workstation or computer at the same time. Contact Catalyst
for more information regarding multi-developer site licensing.
You may install the Software Product on one or more workstations or
computers expressly for the purposes of evaluating the performance of the
Software for a period of no more than thirty (30) days. If continued use of
the Software is desired after the evaluation period has expired, then the
Software Product must be purchased and/or registered with Catalyst
Development for each computer or workstation. The Software Product must be
removed from all unregistered workstations or computers after the
evaluation period has expired.
2. COPYRIGHT
Except for the licenses granted by this agreement, all right, title, and
interest in and to the Software Product (including, but not limited to, all
copyrights in any executable programs, modules, controls, libraries,
electronic documentation, text and example programs), any printed materials
and copies of the Software Product are owned by Catalyst Development. The
Software Product is protected by copyright laws and international treaty
provisions. Therefore you must treat the Software Product like any other
copyrighted material except that you may (i) make one copy of the Software
solely for backup or archival purposes, or (ii) transfer the Software to a
single hard disk, provided you keep the original solely for backup or
archival purposes. You may not copy any printed materials that may
accompany the Software Product. All rights not specifically granted in this
Agreement, including Federal and International Copyrights, are reserved by
Catalyst Development.
3. REDISTRIBUTION
(a) In addition to the rights granted in section 1, you are granted the
right to use and modify those portions of the Software designated as
"example code" for the sole purposes of designing, developing, and testing
your software product, and to reproduce and distribute the example code,
along with any modifications thereof, only in object code form, provided
that you comply with section 3(c).
(b) In addition to the rights granted in section 1, you are granted a
non-exclusive, royalty-free right to reproduce and distribute the object
code version of any portion of the Software Product, along with any
modifications thereof, in accordance with the above stated conditions.
(c) If you redistribute the sample code or redistributable components,
you agree to: (i) distribute the redistributables in object code only, in
conjunction with and as a part of a software application product developed
by you which adds significant and primary functionality to the Software;
(ii) not use Catalyst Development's name, logo, or trademarks to market
your software application product; (iii) include a valid copyright notice
on your software product ; (iv) indemnify, hold harmless, and defend
Catalyst Development from and against any claims or lawsuits, including
attorney's fees, that arise or result from the use or distribution of your
software application product; (v) not permit further distribution of the
redistributables by your end user.
4. UPGRADES
If this copy of the Software is an upgrade from an earlier version of the
Software, you must possess a valid full license to a copy of an earlier
version of the Software to install and/or use this upgrade copy. You may
continue to use each earlier version copy of the Software to which this
upgrade copy relates on your computer after you receive this upgrade copy,
provided that, (i) the upgrade copy and the earlier version copy are
installed and/or used on the same computer only and the earlier version
copy is not installed and/or used on any other computer; (ii) you comply
with the terms and conditions of the earlier version's end user license
agreement with respect to the installation and/or use of such earlier
version copy; (iii) the earlier version copy or any copies thereof on any
computer are not transferred to another computer unless all copies of this
upgrade copy on such computer are also transferred to such other computer;
and (iv) you acknowledge and agree that any obligation Catalyst may have to
support and/or offer support for the earlier version of the Software may be
ended upon availability of the upgrade.
5. LICENSE RESTRICTIONS
You may not rent, lease or transfer the Software. You may not reverse
engineer, decompile or disassemble the Software, except to the extent
applicable law expressly prohibits the foregoing restriction. You may not
alter the contents of a hard drive or computer system to enable the use of
the evaluation version of the Software for an aggregate period in excess of
the evaluation period for one license. Without prejudice to any other
rights, Catalyst Development may terminate this License Agreement if you
fail to comply with the terms and conditions of the agreement. In such
event, you must destroy all copies of the Software Product.
6. CONFIDENTIALITY
(a) The Software contains information or material which is proprietary to
Catalyst Development ("Confidential Information"), which is not generally
known other than by Catalyst, and which you may obtain knowledge of
through, or as a result of the relationship established hereunder with
Catalyst. Without limiting the generality of the foregoing, Confidential
Information includes, but is not limited to, the following types of
information, and other information of a similar nature (whether or not
reduced to writing or still in development): designs, concepts, ideas,
inventions, specifications, techniques, discoveries, models, data, object
code, documentation, diagrams, flow charts, research, development,
methodology, processes, procedures, know-how, new product or new technology
information, strategies and development plans (including prospective trade
names or trademarks).
(b) Such Confidential Information has been developed and obtained by
Catalyst by the investment of significant time, effort and expense, and
provides Catalyst with a significant competitive advantage in its
business.
(c) You agree that you shall not make use of the Confidential
Information for your own benefit or for the benefit of any person or entity
other than Catalyst, except for the expressed purposes described in this
section, in accordance with the provisions of this Agreement, and not for
any other purpose.
(d) You agree to hold in confidence, and not to disclose or reveal to
any person or entity, the Software, other related documentation, your
product Serial Number or any other Confidential Information concerning the
Software other than to such persons as Catalyst shall have specifically
agreed in writing to utilize the Software for the furtherance of the
expressed purposes described in this section, in accordance with the
provisions of this Agreement, and not for any other purpose.
(e) You acknowledge the purpose of this section is to protect Catalyst
Development's ability to limit the use of the data and the Software
generally to licensees, and to prevent use of Confidential Information
concerning the Software by other developers or vendors of software.
7. CONTINUATION OF SERVICE
Some features of the Software may require the use of remote servers under
the control of Catalyst Development to provide specific services. Catalyst
makes no warranty as to the availability of these services and reserves the
right to discontinue these services at any time and without warning. These
services may only be accessed using the Application Programming Interfaces
(API) provided by the Software Product and access is limited to licensees
and evaluation users of the Software.
We may suspend or terminate your access to these services without
liability if (i) we reasonably believe that the services are being used
(or have been or will be used) in violation of the Agreement, (ii) we
reasonably believe that suspending or terminating your access is necessary
to protect our network or our other customers, or (iii) the suspension or
termination is required by law. We will give you reasonable advance notice
of suspension or termination under this section and a chance to cure the
grounds on which the suspension or termination is based, unless we determine,
in our reasonable commercial judgment, that an immediate suspension or
termination is necessary to protect Catalyst or its other customers from
imminent and significant operational or security risk.
8. LIMITED WARRANTY
If within thirty days of your purchase of this software product, you become
dissatisfied with the Software for any reason, you may return the software
to Catalyst Development (or your dealer, if you did not purchase it
directly from Catalyst) for a refund of your purchase price. To return the
Software, you must contact Catalyst Development and obtain a Return
Material Authorization (RMA) number. Catalyst will not accept returns of
opened or installed software without an RMA number. Returns may be subject
to the deduction from your purchase price of a restocking fee and all
shipping costs.
CATALYST PROVIDES NO REMEDIES OR WARRANTIES, WHETHER EXPRESS OR IMPLIED,
FOR ANY SAMPLE APPLICATION CODE, TRIAL VERSION AND THE NOT FOR RESALE
VERSION OF THE SOFTWARE. ANY SAMPLE APPLICATION CODE, TRIAL VERSION AND THE
NOT FOR RESALE VERSION OF THE SOFTWARE ARE PROVIDED "AS IS".
CATALYST DISCLAIMS ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED,
INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTY OF MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE SOFTWARE, THE
ACCOMPANYING WRITTEN MATERIALS, AND ANY ACCOMPANYING HARDWARE.
9. LIMITATION OF LIABILITY
IN NO EVENT SHALL CATALYST OR ITS SUPPLIERS BE LIABLE FOR ANY DAMAGES
WHATSOEVER (INCLUDING, WITH LIMITATION, INCIDENTAL, CONSEQUENTIAL, SPECIAL,
OR EXEMPLARY DAMAGES OR LOST PROFITS, BUSINESS INTERRUPTION, OR OTHER
PECUNIARY LOSS) ARISING OUT OF THE USE OR INABILITY OF THIS CATALYST
PRODUCT, EVEN IF CATALYST HAS BEEN ADVISED OF SUCH DAMAGES.
APART FROM THE FOREGOING LIMITED WARRANTY, THE SOFTWARE PROGRAMS ARE
PROVIDED "AS-IS", WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR
IMPLIED. THE ENTIRE RISK AS TO THE PERFORMANCE OF THE PROGRAMS IS WITH THE
PURCHASER. CATALYST DOES NOT WARRANT THAT THE OPERATION OF THE PROGRAMS
WILL BE UNINTERRUPTED OR ERROR-FREE. CATALYST ASSUMES NO RESPONSIBILITY OR
LIABILITY OF ANY KIND FOR ERRORS IN THE PROGRAMS OR DOCUMENTATION, OF/FOR
THE CONSEQUENCES OF ANY SUCH ERRORS. THE LAWS OF THE STATE OF CALIFORNIA
GOVERN THIS AGREEMENT.
10. GOVERNMENT-RESTRICTED RIGHTS
United States Government Restricted Rights. The Software and related
documentation are provided with RESTRICTED RIGHTS. Use, duplication, or
disclosure by the Government is subject to the restrictions set forth in
subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer
Software clause at DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of
the Commercial Computer Software - Restricted Rights at 48 CFR 52.227-19,
as applicable. Manufacturer for such purposes is Catalyst Development
Corporation, 56925 Yucca Trail #254, Yucca Valley, CA 92284
11. EXPORT CONTROLS
You agree to comply with all relevant regulations, including but not
limited to those, of the United States Department of Commerce and with the
United States Export Administration Act to insure that the Software is not
exported in violation of United States law. You acknowledge that the
Software is subject to export regulations and agree that you will not
export, re-export, import or transfer the software in violation of any
United States or other applicable laws, whether directly or indirectly, and
you will not assist or facilitate others in doing so. You acknowledge that
you have the responsibility to obtain any export classifications and
licenses as may be required to comply with such laws.
12. PROHIBITED DESTINATIONS
The exportation, re-exportation, sale or supply of Catalyst products,
software components or documentation, directly or indirectly, from the
United States or by a United States citizen wherever located, to Cuba,
Iran, North Korea, Sudan, Syria, or any other country to which the United
States has embargoed goods, is strictly prohibited without prior
authorization by the United States Government. You represent and warrant
that neither the United States Bureau of Export Administration nor any
other federal agency has suspended, revoked or denied your export
privileges. Catalyst products, software components or documentation may not
be exported or re-exported to anyone on the United States Treasury
Department's list of Specially Designated Nationals or the United States
Department of Commerce Denied Person's List or Entity List.
13. GOVERNING LAW
This License is governed by the laws of the State of California, without
reference to conflict of laws principles. Any controversy or claim
arising out of or relating to this contract, or the breach thereof,
shall be settled by arbitration administered by the American Arbitration
Association (“AAA”) under its Commercial Arbitration Rules, and judgment
on the award rendered by the arbitrator(s) may be entered in any court
having jurisdiction thereof. The arbitrator shall be a retired judge or
attorney with at least 15 years commercial law experience and shall be
selected either by mutual agreement of the parties or by AAA’s selection
process. The parties shall be entitled to take discovery in accordance
with the provisions of the California Code of Civil Procedure, including
but not limited to CCP §1283.05. The arbitration shall be held in San
Bernardino, California and in rendering the award the arbitrator must
apply the substantive law of the State of California.
14. GENERAL PROVISIONS
This License Agreement contains the complete agreement between the parties
with respect to the subject matter hereof, and supersedes all prior or
contemporaneous agreements or understandings, whether oral or written. You
agree that any varying or additional terms contained in any purchase order
or other written notification or document issued by you in relation to the
Software licensed hereunder shall be of no effect. The failure or delay of
Catalyst to exercise any of its rights under this Agreement or upon any
breach of this Agreement shall not be deemed a waiver of those rights or of
the breach.
If any provision of this agreement shall be held by a court of competent
jurisdiction to be contrary to law, that provision will be enforced to the
maximum extent permissible, and the remaining provisions of this agreement
will remain in full force and effect.
SocketTools and other trademarks contained in the Software are
trademarks or registered trademarks of Catalyst Development Corporation in
the United States and/or other countries. Third party trademarks, trade
names, product names and logos may be the trademarks or registered
trademarks of their respective owners. You may not remove or alter any
trademark, trade names, product names, logo, copyright or other proprietary
notices, legends, symbols or labels in the Software.
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