End User License Agreement for Progress Telerik Reporting and Telerik Report Designer
(Last Updated May 1, 2017)
IMPORTANT – PLEASE READ THIS END USER LICENSE AGREEMENT (THE “AGREEMENT”) CAREFULLY BEFORE ATTEMPTING TO DOWNLOAD OR USE ANY SOFTWARE, DOCUMENTATION, OR OTHER MATERIALS MADE AVAILABLE THROUGH THIS WEB SITE (Telerik.com). THIS AGREEMENT CONSTITUTES A LEGALLY BINDING AGREEMENT BETWEEN YOU OR THE COMPANY WHICH YOU REPRESENT AND ARE AUTHORIZED TO BIND (the “Licensee” or “You”), AND TELERIK AD (“Telerik” or “Licensor”). PLEASE CHECK THE “I HAVE READ AND AGREE TO THE LICENSE AGREEMENT” BOX AT THE BOTTOM OF THIS AGREEMENT IF YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. BY CHECKING THE “I HAVE READ AND AGREE TO THE LICENSE AGREEMENT” BOX AND/OR BY PURCHASING, DOWNLOADING, INSTALLING OR OTHERWISE USING THE SOFTWARE MADE AVAILABLE BY TELERIK THROUGH THIS WEB SITE, YOU ACKNOWLEDGE (1) THAT YOU HAVE READ THIS AGREEMENT, (2) THAT YOU UNDERSTAND IT, (3) THAT YOU AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS, AND (4) TO THE EXTENT YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY, YOU HAVE THE POWER AND AUTHORITY TO BIND THAT COMPANY.
Content Management System and/or .NET component vendors are not allowed to use the Software (as defined below) without the express permission of Telerik. If you or the company you represent is a Content Management System or .NET component vendor, you may not purchase a license for or use the Software unless you contact Telerik directly and obtain permission.
“Authorized End Users” means Your own end-user licensees, each of whom is authorized to use the Software solely as part of Your Integrated Product pursuant to an end-user license that meets the requirements of this Agreement.
“Integrated Products” means bundled software solutions developed by You in which the Reporting Software is integrated. “Integrated Products” as defined herein, are limited to those software solutions which: (i) are developed by Your Licensed Developers; (ii) add substantial functionality beyond the functionality provided by the incorporated components of the Software; and (iii) are not commercial alternatives for, or competitive in the marketplace with, the Software or any components of the Software.
“Licensed Developer” means one of Your employees or third-party consultants authorized to develop software specifically for You using the Reporting Program in accordance with this Agreement.
“Programs” means the Reporting Program and the Report Designer Program collectively.
“Report Designer Program” means the Telerik computer software identified as Telerik Report Designer and any updates, upgrades, modifications and error corrections thereto provided to Licensee.
“Report Designer Software” means the Report Designer Program and Report Designer Documentation collectively.
“Reporting Program” means the Telerik computer software identified as Progress Telerik Reporting and any updates, upgrades, modifications and error corrections thereto provided to Licensee.
“Reporting Documentation” means any accompanying documentation to the Reporting Programs.
“Reporting Software” means the Reporting Programs and Reporting Documentation collectively.
“Software” means the Report Designer Software and the Reporting Software collectively.
2. Software License
This is a license agreement and not an agreement for sale. Subject to the terms and conditions set forth in this Agreement, Telerik hereby grants to You the following limited, non-transferable, perpetual, royalty-free, non-exclusive licenses to use the Software solely as specified in this Agreement. You are granted either a Trial License or a Developer License with Subscription and Priority Support. Which version of the Software applies (i.e., Trial License or Developer License with Updates and Priority Support) is determined at the time of the License purchase. This License does not grant You a license or any rights to the “2007 Microsoft Office System User Interface” and You must contact Microsoft directly to obtain such a license. Any and all rights in the Software not expressly granted to You as part of the License hereunder are reserved in all respects by Telerik.
2.1 Trial License
2.1.1 License Grant. If you download the free Trial License, then, subject to the terms and conditions set forth in this agreement, Licensor hereby grants to Licensee and Licensee hereby accepts a license to the Software for evaluation purposes only. You are authorized to install, copy, and use the Software for the sole purpose of testing its functionality. You are not allowed to integrate it in end products or use it for any commercial or productive purpose. The term of the Trial License shall be 30 days.
2.1.2 Trial Support. As part of your Trial License you are entitled to the “Trial” support package as described in greater detail here: http://www.telerik.com/purchase/support-plans/devtools, subject to the limitations and restrictions described in the following Fair Usage Policy.
18.104.22.168 Support Package Fair Usage Policy. Telerik may limit or terminate Your access to any or all of the support services available under the “Trial” support package if your use of the support services is determined by Telerik, in its sole and reasonable discretion, to be excessive.
22.214.171.124 In no event will Telerik provide support of any kind to end-users of Your Integrated Products.
2.1.3 Updates. You are not eligible to receive any updates for the Software.
2.1.4 THE TRIAL VERSION OF THE SOFTWARE IS LICENSED ‘AS IS’. YOU BEAR THE RISK OF USING IT. TELERIK GIVES NO EXPRESS WARRANTIES, GUARANTEES OR CONDITIONS. YOU MAY HAVE ADDITIONAL RIGHTS UNDER YOUR LOCAL LAWS WHICH THIS AGREEMENT CANNOT CHANGE. TO THE EXTENT PERMITTED UNDER YOUR LOCAL LAWS, TELERIK EXCLUDES THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
2.2 Reporting Software License
2.2.1 Reporting Software Developer License Grant. If You purchase a Developer License with Subscription and Priority Support, then, subject to the terms and conditions set forth in this Agreement, Your Licensed Developers may use the Reporting Software in object code form only in the development of Your Integrated Products.
2.2.2 Reporting Software Scope of Use. Your number of Licensed Developers must correspond to the maximum number of seats You have purchased from Telerik hereunder. This means that, at any given time, the number of Licensed Developers cannot exceed the number of seats that You have purchased from Telerik and for which you have paid Telerik all applicable License Fees pursuant to this Agreement. The Reporting Software is in “use” on a computer when it is loaded into temporary memory (i.e. RAM) or installed into permanent memory (e.g. hard disk or other storage device). Your Licensed Developers may install the Reporting Software on multiple machines, so long as the Reporting Software is not being used simultaneously for development purposes at any given time by more Licensed Developers than You have seats.
2.2.3 Test and Build License. You may also use the Reporting Software in the testing and building of Your Integrated Products. This license is not limited to a number of seats.
2.3 Report Designer License
2.3.1 Report Designer License Grant. If You purchase a Developer License with Subscription and Priority Support, then, subject to the terms and conditions set forth in this Agreement, You may use and distribute the Report Designer Software in object code form only to any Authorized End User solely in conjunction with the Reporting Software.
2.3.2 Report Designer Scope of Use. The Report Designer Program may only be used and distributed in conjunction with the Reporting Software. You may not distribute the Report Designer Software independently, either as a separate product or as the sole Telerik product associated with Your Integrated Product (i.e., without the Reporting Software).
3. Support, Updates and Source Code for Telerik Software
If you purchase a Developer License with Updates and Priority Support, You are entitled, for the applicable period of one (1), two (2) or three (3) years from the date on which You purchased the Software, for which You have purchased updates and support (the “Subscription Period”),
3.1 Priority Support. During the Subscription Period, You are entitled to the “Priority” support package as described in greater detail here: http://www.telerik.com/purchase/support-plans/devtools, subject to the limitations and restrictions described in the following Fair Usage Policy.
3.1.1 Support Package Fair Usage Policy. Telerik may limit or terminate Your access to any or all of the support services available under the “Priority” support package if your use of the support services is determined by Telerik, in its sole and reasonable discretion, to be excessive.
3.1.2 In no event will Telerik provide support of any kind to end-users of Your Integrated Products.
3.2 Updates. During the Subscription Period, You are eligible to receive all major and minor updates for the version of the Software that you license hereunder and source code for the Reporting Software. Updates replace and/or supplement (and may disable) the version of the Software that formed the basis for your eligibility for the update. You may use the resulting updated Software only in accordance with the terms of this Agreement.
3.3 Source Code for the Reporting Software. The Reporting Software’s source code is provided to You as part of your Developer License with Updates and Priority Support so that you can create modifications under the terms of this Agreement.
3.3.1 While Telerik does not claim any ownership rights in Your Integrated Products, any modifications You develop to the Telerik source code will be the exclusive property of Telerik, and You agree to and hereby do assign all right, title and interest in and to such modifications and all rights associated therewith to Telerik.
3.3.2 You will be entitled to use modifications of the Reporting Software’s source code developed by You under the terms of this Agreement and Telerik hereby grants You a license to use such modifications pursuant to Section 2.2.
3.3.3 You acknowledge that the Reporting Software’s source code is confidential and contains valuable and proprietary trade secrets of Telerik. Under no circumstances may any portion of the Reporting Software’s source code or any modified version of the source code be distributed, disclosed or otherwise made available to any third party.
3.3.4 Telerik DOES NOT provide technical support for any source code that has been modified by any party other than Telerik.
3.3.5 The Reporting Software’s source code is provided “as is”, without warranty of any kind. Refunds are not available for any licenses that include a right to receive source code.
4. License for Redistribution
4.1 Reporting Programs and Report Designer Program. If you have purchased a Developer License with Updates and Priority Support, You may distribute (i) the Reporting Programs in object code form only as embedded in Your Integrated Products and (ii) the Report Designer Program in object code form for use solely in conjunction with Your Integrated Products to Your end-users only pursuant to an end-user license that meets the requirements of this Section. You are not permitted to distribute the Software pursuant to this Section: as a standalone product; or as a part of any product other than Your Integrated Product. Your end-user license agreement must: impose the limitations set forth in this paragraph on Your end-users; prohibit distribution of the Software by your end-users; prohibit the use of the Report Designer Program with any product other than Your Integrated Product; limit the liability of Your licensors or suppliers to the maximum extent permitted by applicable law; and prohibit any attempt to disassemble the code, or attempt in any manner to reconstruct, discover, reuse or modify any source code or underlying algorithms of the Software. For avoidance of doubt, Your end users are not permitted to use the Software, or any portions thereof, for software development or application development purposes unless they also purchase a separate commercial license from Telerik for each of the users.
4.2 Limited Use and Distribution of Kendo UI Professional, UI for WPF, and UI for Silverlight. Trial versions of Telerik’s software products known as Kendo UI Professional, UI for WPF and UI for Silverlight are included with the Reporting Programs. These additional products may be used, without runtime/trial limitations, for the sole purpose of developing report viewers and Telerik grants you a limited right to distribute the trial versions of these products in machine-readable form only as embedded in the report viewer of Your Integrated Products and in accordance with Section 4.1. This license imposes no additional restrictions on commercial versions, which may be distributed in accordance with the applicable license.
5. License Limitations
5.1 You may not use the Telerik product names, logos or trademarks to market Your Integrated Product.
5.2 Except to the limited extent as is permitted by law notwithstanding contractual prohibition, You are not allowed to disassemble, decompile or “unlock”, decode or otherwise reverse translate or engineer, or attempt in any manner to reconstruct or discover any source code or underlying algorithms of Software that is provided to you in object code form only.
5.3 You must ensure that the Software is not distributed in any form that allows it to be reused by any application other than your solution. Technical guidelines are provided here: http://www.telerik.com/purchase/license-agreement/assembly-protection-guidelines.aspx. Please contact email@example.com for any additional questions.
5.4 You must include a valid copyright message in Your Integrated Products in a location viewable by Authorized End-Users (e.g. “About” box) that will serve to protect Telerik’s copyright and other intellectual property rights in the Software.
Telerik shall make available for download to Licensee a master copy of the Software.
7. Term and Termination
This Agreement and the License granted hereunder shall continue until terminated in accordance with this Section. The License granted hereunder shall last as long as You use the Software in compliance with the terms herein. Unless otherwise prohibited by law, and without prejudice to Telerik’s other rights or remedies, Telerik shall have the right to terminate this Agreement and the License granted hereunder immediately if You breach any of the material terms of this Agreement, and You fail to cure such material breach within thirty (30) days of receipt of notice from Telerik. Upon termination of this Agreement, all Licenses granted to You hereunder shall terminate automatically and You shall immediately cease use and distribution of the Software; provided, however, that any sublicenses granted to Your Authorized End-Users in accordance with Section 4 shall survive such termination. You must also destroy (i) all copies of the Software not integrated into a live, functioning instance(s) of Your Integrated Product(s) already installed, implemented and deployed for Your Authorized End-User(s), and (ii) any product and company logos provided by Telerik in connection with this Agreement.
8. Product Discontinuance
Telerik reserves the right to discontinue the Software or any component of the Software, whether offered as a standalone product or solely as a component, at any time. However, Telerik is obligated to provide support in accordance with the terms set forth in this Agreement for discontinued Software or components for a period of one (1) year after the date of discontinuance.
9. Intellectual Property
All title and ownership rights in and to the Software (including but not limited to any images, photographs, animations, video, audio, music, or text embedded in the Software), the intellectual property embodied in the Software, and any trademarks or service marks of Telerik that are used in connection with the Software are and shall at all times remain exclusively owned by Telerik and its licensors. All title and intellectual property rights in and to the content that may be accessed through use of the Software is the property of the respective content owner and may be protected by applicable copyright or other intellectual property laws and treaties. This Agreement grants You no rights to use such content. Any Open Source Software that may be delivered by Telerik embedded in or in association with Telerik products is provided pursuant to the open source license applicable to the software and subject to the disclaimers and limitations on liability set forth in such license.
10. Limited Warranty
Except as specified in Section 2.1 (Trial License), Telerik warrants solely that the Software will perform substantially in accordance with the accompanying written materials for a period of ninety (90) days after the date on which You purchase the License for the Software. Telerik does not warrant the use of the Software will be uninterrupted or error free at all times and in all circumstances, nor that program errors will be corrected. This limited warranty shall not apply to any error or failure resulting from (i) machine error, (ii) Licensee’s failure to follow operating instructions, (iii) negligence or accident, or (iv) modifications to the Software by any person or entity other than Telerik. In the event of a breach of warranty, Licensee’s sole and exclusive remedy and Telerik’s sole and exclusive obligation, is repair of all or any portion of the Software. If such remedy fails of its essential purpose, Licensee’s sole remedy and Telerik’s maximum liability shall be a refund of the paid purchase price for the defective Software only. This limited warranty is only valid if Telerik receives written notice of breach of warranty no later than thirty (30) days
after the warranty period expires. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION 10, TELERIK DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
11. Limitation of Liability
To the maximum extent permitted by applicable law, in no event will Telerik be liable for any indirect, special, incidental, or consequential damages arising out of the use of or inability to use the Software, including, without limitation, damages for loss of goodwill, work stoppage, computer failure or malfunction, or any and all other commercial damages or losses, even if advised of the possibility thereof, and regardless of the legal or equitable theory (contract, tort or otherwise) upon which the claim is based. In any case, Telerik’s entire liability under any provision of this agreement shall not exceed in the aggregate the sum of the license fees Licensee paid to Telerik for the Software giving rise to such damages, or in the case of a Trial License, shall not exceed $5, notwithstanding any failure of essential purpose of any limited remedy. Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so this exclusion and limitation may not be applicable. Telerik is not responsible for any liability arising out of content provided by Licensee or a third party that is accessed through the Software and/or any material linked through such content. Any data included in the Software upon shipment from Telerik is for testing use only and Telerik hereby disclaims any and all liability arising therefrom. The extent of Telerik’s liability for the limited warranty section shall be as set forth therein.
You agree to indemnify, hold harmless, and defend Telerik and its resellers from and against any and all claims, lawsuits and proceedings (collectively “Claims”), and all expenses, costs (including attorney's fees), judgments, damages and other liabilities resulting from such Claims, that arise or result from (i) Your use of the Software in in violation of this Agreement, (ii) the use or distribution of Your Integrated Product or (iii) Your modification of the Software’s source code.
13. Collection and Use of Data.
14. Reports and Audit Rights.
Licensee shall grant Telerik audit rights against Licensee twice within a calendar three hundred and sixty five (365) day period upon two weeks written notice, to verify Licensee’s compliance with this Agreement. Licensee shall keep adequate records to verify Licensee’s compliance with this Agreement.
Except as otherwise provided herein, each party expressly undertakes to retain in confidence all information and know-how transmitted or disclosed to the other that the disclosing party has identified as being proprietary and/or confidential or that, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as proprietary and/or confidential, and expressly undertakes to make no use of such information and know-how except under the terms and during the existence of this Agreement. However, neither party shall have an obligation to maintain the confidentiality of information that: (i) it received rightfully from a third party without an obligation to maintain such information in confidence; (ii) the disclosing party has disclosed to a third party without any obligation to maintain such information in confidence; (iii) was known to the receiving party prior to its disclosure by the disclosing party; or (iv) is independently developed by the receiving party without use of the confidential information of the disclosing party. Further, either party may disclose confidential information of the other party as required by governmental or judicial order, provided such party gives the other party prompt written notice prior to such disclosure and complies with any protective order (or equivalent) imposed on such disclosure. Without limiting the foregoing, Licensee shall treat any source code for the Software as confidential information and shall not disclose, disseminate, or distribute such materials to any third party without Telerik’s prior written permission. Each party’s obligations under this Section 15 shall apply at all times during the term of this Agreement and for five (5) years following termination of this Agreement, provided, however, that (i) obligations with respect to source code shall survive in perpetuity and (ii) trade secrets shall be maintained as such until they fall into the public domain.
16. Governing Law
This License will be governed by the law of the Commonwealth of Massachusetts, U.S.A., without regard to the conflict of laws principles thereof. If any dispute, controversy, or claim cannot be resolved by such good faith discussion between the parties, then it shall be submitted for resolution to a state or Federal court or competent jurisdiction in Massachusetts, USA, and the parties hereby agree to submit to the jurisdiction and venue of such court. The Uniform Computer Information Transactions Act and the United Nations Convention on the International Sale of Goods shall not apply to this Agreement. If any provision of this Agreement is to be held unenforceable, such holding will not affect the validity of the other provisions hereof. Failure of a party to enforce any provision of this Agreement shall not constitute or be construed as a waiver of such provision or of the right to enforce such provision.
17. Entire Agreement
This Agreement shall constitute the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous communications regarding the subject matter hereof. Use of any purchase order or other Licensee document in connection herewith shall be for administrative convenience only and all terms and conditions stated therein shall be void and of no effect unless otherwise agreed to in writing by both parties.
18. No Assignment
You may not assign, sublicense, sub-contract, or otherwise transfer this Agreement, or any rights or obligations under it, without Telerik’s prior written consent.
Any provisions of the Agreement containing license restrictions, warranties and warranty disclaimers, confidentiality obligations, limitations of liability and/or indemnity terms, and any provision of the Agreement which, by its nature, is intended to survive shall remain in effect following any termination or expiration of the Agreement.
If a particular provision of this Agreement is terminated or held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, this Agreement shall remain in full force and effect as to the remaining provisions.
21. Force Majeure
Neither party shall be deemed in default of this Agreement if failure or delay in performance is caused by an act of God, fire, flood, severe weather conditions, material shortage or unavailability of transportation, government ordinance, laws, regulations or restrictions, war or civil disorder, or any other cause beyond the reasonable control of such party.
22. Export Classifications
You expressly agree not to export or re-export Telerik Software or Your Integrated Product to any country, person, entity or end user subject to U.S. export restrictions. You specifically agree not to export, re-export, or transfer the Software to any country to which the U.S. has embargoed or restricted the export of goods or services, or to any national of any such country, wherever located, who intends to transmit or transport the products back to such country, or to any person or entity who has been prohibited from participating in U.S. export transactions by any federal agency of the U.S. government. You warrant and represent that neither the U.S.A. Bureau of Export Administration nor any other federal agency has suspended, revoked or denied your export privileges.
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, THAT YOU UNDERSTAND THIS AGREEMENT, AND UNDERSTAND THAT BY CONTINUING THE INSTALLATION OF THE SOFTWARE PRODUCT, BY LOADING OR RUNNING THE SOFTWARE PRODUCT, OR BY PLACING OR COPYING THE SOFTWARE ONTO YOUR COMPUTER HARD DRIVE, YOU AGREE TO BE BOUND BY THIS AGREEMENT’S TERMS AND CONDITIONS. YOU FURTHER AGREE THAT, EXCEPT FOR WRITTEN SEPARATE AGREEMENTS BETWEEN TELERIK AND YOU, THIS AGREEMENT IS A COMPLETE AND EXCLUSIVE STATEMENT OF THE RIGHTS AND LIABILITIES OF THE PARTIES.