This is not free software. This Evaluation License is intended for customers who wish to evaluate the Bindows™ Graphical User Interface Toolkit (the “GUIT”).
IMPORTANT: Please read the following Agreement carefully before down-loading, installing, copying or otherwise using any part of the Bindows™ GUIT that accompanies this Agreement. By clicking the button marked "Accept" below, or downloading, installing, copying or otherwise using the Bindows™ GUIT that accompanies this Agreement, you agree to be bound by the terms and conditions of this Agreement. If you do not agree to the terms of this Agreement do not proceed with your request for the Bindows™ GUIT, do not download, install, copy or use the Bindows™ GUIT and immediately destroy all copies of the Bindows™ GUIT in your possession.
This is an Evaluation License Agreement (the “Agreement”) between you and MB Technologies, Inc., a GA, USA company (“MB”).
“Bindows™ GUIT” means original program, trial software in source code format, and whole or partial copies of the foregoing, including portions merged into other programs. The Bindows™ GUIT consists of machine-readable instructions, audio/visual content (such as images, text, recordings, or pictures), and related licensed materials.
"You" and "Your" refer to any person or entity acquiring or using this Bindows™ GUIT.
2.1 Subject to the terms and conditions of this Agreement, MB grants to You a personal, nonexclusive, non-transferable license (the “License”) for a period of 30 days (the “Evaluation Period”) solely for the purpose of internal evaluation of the suitability of Bindows™ GUIT for Your purposes. You may not install the Bindows™ GUIT in any production environment nor use it for commercial purposes. In the context of the License you may copy and extend the Trial Code (i.e., You may add to the Trial Code but not otherwise modify it).
2.2 You may not use the Bindows GUIT following the Evaluation Period unless you first purchase a license from MB at the official current price of Bindows™ GUIT that is then applicable to your intended use thereof. Unlicensed use of the Bindows GUIT after the Evaluation period is in violation of U.S. and international copyright laws. If you do not purchase such a license then by the expiry of Evaluation Period or the earlier termination of this License You must cease all use of the Bindows GUIT and destroy all copies, full or partial, of the Bindows GUIT including Bindows GUIT merged with other programs.
2.3 You agree to ensure that anyone who uses the Bindows™ GUIT (accessed either locally or remotely) does so only for your authorized use and complies with the terms of this Agreement.
2.4 Each License is for a single user and may be installed for use solely by that person on no more than four (4) workstations belonging to a common company or organization.
2.5 You acknowledge that MB has no obligation, express or implied, to provide support or maintenance. Limited support and terms and conditions of such support during the Evaluation Period will be at the 'will' of MB.
2.6 You may not: (a) use, copy, display, perform or distribute the Bindows™ GUIT except as provided in this Agreement; (b) reverse assemble, reverse compile, or otherwise translate the Bindows GUIT without the possibility of contractual waiver; (c) sublicense, rent or lease the Bindows™ GUIT; or (d) modify the Bindows™ GUIT, per se without prior written approval from MB.
3.1 All rights, title and interest in and to the Bindows™ GUIT and logo, documentation in on-line format and the media on which it is recorded, and all subsequent copies, regardless of the form or media in or on which the original and other copies may exist and related items including all intellectual property rights thereto, shall be the sole and exclusive property of MB. Unless expressly provided in this Agreement, MB does not grant You, Your distributors or customers any rights to patents, copyrights, trade secrets, trademarks or any other rights in respect of the items in Bindows™ GUIT. You agree to protect MB's patents, copyrights, trade secrets, trademarks and any other rights in respect of the items in Bindows™ GUIT.
3.2 You agree that all copies of items in this Bindows™ GUIT reproduced for any reason by You will contain the same copyright, trademark, and other proprietary notices as appropriate, as appear on or in the master items delivered by MB in this Bindows™ GUIT. In particular, You will display the Bindows™ logo that MB provides in the top left or right hand corner of your application and Product Offering.
4. Warranty. MB licenses the Bindows™ GUIT, documentation and related items in this Bindows™ GUIT to You only on an "AS IS" basis. With respect to Bindows™ GUIT and other items in the Bindows™ GUIT used in the development of Product Offerings MB makes no representation as to their adequacy for any particular purpose or to produce any particular result. MB shall not be liable for loss or damage arising out of this Agreement or from the distribution or use of Product Offerings. MB AND ITS SUPPLIERS DISCLAIM ALL WARRANTIES, EITHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT OF ANY THIRD PARTY RIGHT IN RESPECT OF THE ITEMS IN THIS BINDOWS™ GUIT OR ANY SERVICES RELATED THERETO. Some states or provinces do not allow the exclusion of implied warranties or limitations on how long an implied warranty may last, so the above limitations may not apply to You. You may have rights which vary from state to state or province to province. Your written agreements with your distributors and customers will disclaim all implied warranties, including the implied warranties of merchantability, and fitness for a particular purpose.
5. Limitation of Liability. IN NO EVENT WILL MB BE LIABLE TO YOU FOR ANY CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES INCLUDING ANY LOST PROFITS, LOST SAVINGS, COSTS, FEES OR EXPENSES OF ANY KIND OR NATURE ARISING OUT OF ANY PROVISION OF THIS AGREEMENT OR THE USE OR INABILITY TO USE THE ITEMS IN THIS BINDOWS™ GUIT, EVEN IF A MB REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY PARTY. Some states do not allow the exclusion or limitation of incidental, consequential or special damages, so the above limitation or exclusion may not apply to You. Notwithstanding any other provisions of this License Agreement, MB's liability to You under this License Agreement shall not exceed to the amount paid by You for this Bindows™ GUIT.
6.1 You agree and acknowledge that your obligations under this Agreement are necessary and reasonable in order to protect MB and that, in addition to any other remedies that may be available, in law, in equity or otherwise, MB shall be entitled to obtain injunctive relief against the breach or threatened breach of this License Agreement or the continuation of any such breach by you, without the necessity of proving actual damages.
6.2 You agree to indemnify and hold MB harmless from and against (a) any and all claims, actions or proceedings brought against Company by third parties, and/or (b) all liabilities, damages, losses, and costs (including without limitation court costs and reasonable attorney's fees and fees of other professionals), in each case that arise out of or relate to (a) your breach of this License Agreement, or (b) any claims brought by third parties alleging special, consequential, or incidental damage and arising out of use or operation of the Bindows™ GUIT.
7. Confidential Information. With respect to the Bindows™ GUIT, You agree that You will treat the Bindows™ GUIT and its components, including without limitation, the Sample Code, with the same degree of care as You accord to Your own confidential information, which You exercise reasonable care to protect. Your obligations under this section with respect to the Bindows™ GUIT shall terminate when You can document that (i) it was in the public domain at or subsequent to the time it was disclosed to You by MB through no fault of yours; (ii) it was developed by Your employees or agents independently of and without reference to any information communicated to You by MB; or (iii) the communication was in response to a valid order by a court or other governmental body, was otherwise required by law, or was necessary to establish the rights of either party under this Agreement.
8. Termination. This Agreement is effective until terminated. You may terminate your License at any time. If you do so, all your License rights to the Bindows™ GUIT are terminated. MB may terminate your License if you fail to comply with the terms of this Agreement. All rights obligations and duties which, by their nature, survive the expiration or termination of this Agreement shall remain in effect beyond any such expiration or termination. You agree to comply with all applicable laws and regulations.
9. Construction. Should any provision of this Agreement require judicial interpretation, the parties hereto agree that the court interpreting or construing the same shall not apply a presumption that the terms hereof shall be more strictly construed against one party by reason of the rule of construction that a document is to be more strictly construed against the party who itself or through its agents prepared the same, it being agreed that the parties hereto and their respective agents have participated in the preparation hereof.
10 General. This Agreement shall be governed by the laws in force in the State of Georgia, United States of America, excluding the application of its conflict of law rules. You may not assign Your rights or obligations granted under this Agreement. None of the provisions of this Agreement shall be deemed to have been waived by any act or acquiescence on the part of MB, its agents or employees, but only by an instrument in writing signed by an authorized signatory of MB. When conflicting language exists between this Agreement and any other agreement included in this GUIT, this Agreement shall supersede. You acknowledge that You have read this Agreement, understand it and that it is the complete and exclusive statement of your agreement with MB which supersedes any prior agreement, oral or written, between MB and You with respect to the subject matter of this Agreement. No variation of the terms of this Agreement will be enforceable against MB unless MB gives its express consent, in writing signed by an authorized signatory of MB.
13. Integration. This agreement contains the entire understanding of the parties with respect to the subject matter of the agreement, and it supercedes all prior understandings and agreements, whether written or oral, and all prior dealings of the parties with respect to the subject matter hereof.