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SilentQ Commercial Use License Agreement
READ THIS COMMERCIAL USE LICENSE AGREEMENT (THIS “AGREEMENT”),
CAREFULLY BEFORE USING THE SOFTWARE. BY CLICKING “OK”,
YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS AGREEMENT.
IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT USE
THE SOFTWARE AND ERASE ALL COPIES OF THE SOFTWARE AND DERIVED
PRODUCTS THEREOF.
I.Definitions
A.“Application” shall mean any software developed
by Licensee utilizing or incorporating the Software such that
the Application adds significant and primary functionality to
the Software and does not compete with any other products of
SilentQ Software Co. (“SilentQ”).
B.“Software” shall mean the SilentQ QVector Library.
II.License Grant
A.SilentQ grants to Licensee a nontransferable, nonexclusive,
royalty-free, limited commercial license (“License”)
to use the Software. This grant includes the right to: (i) link
the Software and create Applications; and (ii) distribute an
unlimited number of copies of the Applications. Other than the
limited rights granted in this License, Licensee acquires no
right, title or interest in or to the Software, and Licensee
shall have no right to reverse engineer, disassemble or decompile
the Software.
B.This License, including any licenses and rights granted
hereunder and the Software may not be sold, leased, assigned,
sublicensed or otherwise transferred, in whole or in part, by
Licensee, except as provided in this Agreement. SilentQ is under
no obligation to provide maintenance or support for the Software,
or to notify Licensee of upgrades to the Software. If SilentQ,
in its sole discretion, makes upgrades generally available, use
of such upgrades by Licensee will be subject to the terms of
this License.
III.Copyrights and Trademarks
A.Licensee shall reproduce and apply any copyright, trademark
or other proprietary rights notices included on or embedded in
the Software to any copies of the Software or the Application,
in whole or in part, in any form.
IV.Fees
A.Use of the Software in accordance with the terms of this
License shall require payment of a one-time license fee of $100.
V.Term and Termination
A.This Agreement shall continue until terminated in accordance
with the terms hereof.
B.This Agreement will immediately terminate if Licensee fails
to comply with any of the material terms or conditions of this
License. Upon termination of this Agreement, use of the Software
by Licensee shall be immediately discontinued, all distribution
of the Applications by Licensee shall be immediately discontinued,
all copies of the Application under Licensee’s control shall
be destoyed, and the License granted hereunder shall expire.
VI.Disclaimer of Warranty
A.The Software is provided “AS IS” and without any
warranty of any kind, and Licensee accepts all risks and liabilities
associated with its use and redistribution of the Software and
its distribution of the Application.
B.SILENTQ DOES NOT MAKE AND HEREBY DISCLAIMS ANY EXPRESS OR
IMPLIED WARRANTIES RELATING TO THE SOFTWARE, INCLUDING BUT NOT
LIMITED TO, WARRANTIES OF NONINFRINGEMENT, MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE, OR ANY WARRANTIES THAT MIGHT
ARISE FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE.
C.The Software is not designed or intended for use in medical
applications, on-line control of aircraft, air traffic, aircraft
navigation or aircraft communications; or in the design, construction,
operation or maintenance of any nuclear facility. Licensee represents
and warrants that it will not use or distribute the Software
or redistribute the Application for such purposes.
VII.Limitation of Liability
A.In no event will SilentQ be liable for any lost revenues,
data or profits, or direct, indirect, special, punitive or consequential
damages, even if SilentQ has been advised of the possibility
or probability of such damages. SILENTQ WILL NOT BE LIABLE FOR
ANY PROPERTY DAMAGE, PERSONAL INJURY, LOSS OF USE, INTERRUPTION
OF BUSINESS, LOSS OF PROFITS, OR OTHER SPECIAL, INCIDENTAL OR
CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, WHETHER FOR BREACH OF
WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY
OR OTHERWISE. SILENTQ WILL NOT BE LIABLE FOR ANY PROPERTY DAMAGE,
PERSONAL INJURY, LOSS OF USE, INTERRUPTION OF BUSINESS, LOSS
OF PROFITS, OR OTHER SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES,
HOWEVER CAUSED, WHETHER FOR BREACH OF WARRANTY, CONTRACT, TORT
(INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE. SILENTQ’S
MAXIMUM LIABILITY UNDER THIS AGREEMENT SHALL BE LIMITED TO THE
REFUND OF ALL LICENSE FEES PAID TO SILENTQ UNDER THIS AGREEMENT.
VIII.Confidential Information
A.The Software is the confidential and proprietary information
of SilentQ (“Confidential Information”). Licensee shall
not disclose Confidential Information and shall use it only for
purposes specifically permitted by this Agreement. Any other
use shall immediately trigger the termination provisions of Section
5.2.
B.Licensee acknowledges and agrees that disclosure of Confidential
Information is likely to cause SilentQ harm for which damages
may not be an adequate remedy, and that SilentQ shall, therefore,
be entitled to equitable relief to restrain such breach, without
prejudice to any other right of remedy.
IX.Export
A.Licensee shall not export, re-export or transfer, whether
directly or indirectly, the Software or derived products thereof
(including but not limited to the Application), to any person
or company who is a resident or is controlled by a resident of
any proscribed country listed in the U.S. Export Administration
Regulations (or any equivalent thereof) unless properly authorized
by the U.S. Government.
X.U.S. Government Restricted Rights
A.The Software is provided with RESTRICTED RIGHTS. Use, duplication,
or disclosure by the Government is subject to the restrictions
as set forth in subparagraph (c)(1)(ii) of the Rights in Technical
Data and Computer Software Clause as DFARS 252.227-7013 and FAR
52.227-19, as applicable. Manufacturer is SilentQ Co., 555 W.
Middlefield Road D-107, Mountain View, CA 94043.
XI.General Provisions
A.If any term or other provision of this Agreement is invalid,
illegal or incapable of being enforced by any rule or law, or
public policy, all other conditions and provisions of this Agreement
shall nevertheless remain in full force and effect.
B.No waiver of any term or condition of this Agreement shall
be effective unless executed in writing by the party charged
therewith. No written waiver shall excuse the performance of
any acts other than those specifically referred to therein.
C.This Agreement shall be governed by, and construed in accordance
with, the laws of the State of California, regardless of the
laws that might otherwise govern, under applicable principles
of conflicts of laws thereof.
D.Nothing contained in this Agreement shall constitute either
party an agent or representative of, or a joint venturer with,
the other, or authorize it to make any commitment or agreement
on the other's behalf.
E.This Agreement constitutes the entire agreement between
the parties with respect to the subject matter hereof, and supersedes
all prior negotiations, and agreements with respect to this subject
matter, whether oral or written.
Copyright 1999, SilentQ Software Company
Questions or comments? webmaster@silentq.com