Telerik End User License Agreement for the Ultimate Collection
(Last Updated January 19, 2012)
The TELERIK Ultimate Collection is a suite of products containing RadControls for ASP.NET AJAX, RadControls for WinForms, RadControls for Silverlight, RadControls for WPF, RadControls for Windows Phone, Telerik Extensions for ASP.NET MVC, Telerik Open Access ORM and Telerik Reporting, Just Code, JustMock, JustTrace, Kendo UI Web and Test Studio Express.
This End User License Agreement 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.
Section 1A of this Agreement governs the licensing of RadControls for ASP.NET AJAX, RadControls for WinForms, RadControls for Silverlight, RadControls for WPF, RadControls for Windows Phone, Telerik Extensions for ASP.NET MVC, Telerik Open Access ORM, Kendo UI Web and Telerik Reporting.
Section 1B of this Agreement governs the licensing of JustCode, JustMock and JustTrace.
Section 1C of this Agreement governs the licensing of Test Studio Express.
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.
CERTAIN DEFINITIONS
“Authorized End Users” means Your own end-user licensees, each of whom is authorized to use the Telerik Package 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 Telerik Package 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.
“JustProducts Documentation” means any generally available customer documentation accompanying the JustProducts Programs.
“JustProducts License” means the JustProducts Software license rights granted to Licensee as set forth in Section 1B.1 of this Agreement.
“JustProducts Programs” means the Telerik computer software identified as JustCode, JustMock and JustTrace and any updates, upgrades, modifications and error corrections thereto provided to Licensee.
“JustProducts Software” means the JustProducts Programs and the JustProducts Documentation.
“Kendo Documentation” means any generally available customer documentation accompanying the Kendo Programs.
“Kendo Programs” means the Telerik computer software identified as Kendo UI and any updates, upgrades, modifications and error corrections thereto provided to Licensee.
“Kendo Software” means the Kendo Programs and the Kendo Documentation.
“Licensed Developer” means one of Your employees or third-party consultants authorized to develop software specifically for You using Telerik Package Software and/or JustProducts Software in accordance with this Agreement.
“Software” means the Telerik Package Software, the JustProducts Software, and Test Studio Software.
“Telerik Package Documentation” means any generally available customer documentation accompanying the Telerik Package Programs.
“Telerik Package Programs” means the Telerik computer software identified as RadControls for ASP.NET AJAX, RadControls for WinForms, RadControls for Silverlight, RadControls for WPF, RadControls for Windows Phone, Telerik Extensions for ASP.NET MVC, Telerik Open Access ORM, Kendo UI Web and Telerik Reporting and any updates, upgrades, modifications and error corrections thereto provided to Licensee.
“Telerik Package License” means the Telerik Package Software license rights granted to Licensee as set forth in Section 1A.1 of this Agreement.
“Telerik Package Software” means the Telerik Package Programs and the Telerik Package Documentation.
“Telerik Licenses” means all licenses granted to Licensee pursuant to this Agreement, including the Telerik Package License and the JustProducts License.
“Telerik Standard Software” means the Telerik Package Software, excluding the Kendo Software.
“Test Studio Documentation” means any generally available customer documentation accompanying the accompanying Test Studio Programs.
“Test Studio License” means the Test Studio Software license rights granted to Licensee as set forth in Section 1C.1 of this Agreement.
“Test Studio Programs ” means the Telerik computer software identified as Test Studio Express and any updates, upgrades, modifications and error corrections thereto provided to Licensee in executable, object code form only.
“Test Studio Software” means the Test Studio Programs and the Test Studio Documentation.
1. GRANT OF LICENSE
1A. Software Product License for RadControls for the Telerik Package Software.
1A.1 License Grant. Subject to the terms of this Agreement, Telerik hereby grants to Licensee and Licensee hereby accepts, a limited, non-transferable, perpetual, royalty-free, sublicenseable (solely as set forth in Section 1A.4.1, Developer License with Subscription and Priority Support License Grant), non-exclusive license to use the Telerik Package Software solely as specified in this Agreement. You are granted a Developer License with Subscription and Priority Support pursuant to Section 1A.4. Any and all rights in the Telerik Package Software not expressly granted to You as part of the Telerik Package License hereunder are reserved in all respects by Telerik. Except as expressly granted in this Agreement, You are not licensed to use, copy, modify, or distribute copies of all or any portion of the Telerik Package Software.
1A.2 Scope of Use. The Telerik Package Software is licensed, not sold on a per-seat basis. You may only allow the number of individuals in Your organization to use the Telerik Package Software that corresponds to the maximum number of Telerik Package License seats You have purchased from Telerik hereunder. This means that at any given time, Your number of Licensed Developers cannot exceed the number of Telerik Package License seats that You have purchased from Telerik and for which you have paid Telerik all applicable License Fees pursuant to this Agreement. The Telerik Package 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) of that computer for development purposes. Your Telerik Package Licensed Developers may install the Telerik Package Software on multiple machines, so long as the Telerik Package Software is not being used simultaneously for development purposes at any given time by more Telerik Package Licensed Developers than You have Telerik Package License seats. You are not limited by the number of Telerik Package License seats with respect to how many individuals within Your organization may access and use the Telerik Package Software for purposes other than development (e.g., testing purposes). You may also embed copies of the Telerik Package Programs in Your Integrated Products that You develop, license and distribute to Your Authorized End-Users, solely in accordance with the requirements set forth in Section 1A.3 below.
1A.3 Redistribution Rights.
1A.3.1 Subject to the terms of this Agreement, You are granted a limited license to redistribute the Telerik Package Software solely as part of Your Integrated Products.
1A.3.2 The forgoing license to redistribute the Telerik Package Software is conditioned upon the following:
1A.3.3 You must ensure that the Telerik Standard 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 support@telerik.com for any additional questions.
1A.3.4 You must prohibit Your Authorized End-Users from: (i) using the Telerik Package Software independently from Your Integrated Products, (ii) from decompiling, reverse engineering or otherwise seeking to discover the source code of the Telerik Standard Software, or (iii) disassembling, or attempting in any manner to reconstruct, discover, reuse or modify any source code or underlying algorithms of the Kendo Software. For use of the Telerik Package Software, or any portions thereof, for software development or application development purposes Your Authorized End Users must purchase a separate commercial license from Telerik for each of user.
1A.3.5 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 Telerik Package Software.
A.4 Developer License with Subscription and Priority Support. You are purchasing a Developer License with Subscription and Priority Support.
1A.4.1 Developer License with Subscription and Priority Support License Grant. Subject to the terms of this Agreement, You are granted a limited, non-transferable, perpetual, non-exclusive, royalty-free, sublicenseable (solely as set forth herein) license to install, use, include with the Integrated Products and redistribute (i) the Telerik Standard Software in executable, object form only and (ii) the Kendo Software in minified form only. You are not allowed to, and are expressly prohibited from, granting Your Authorized End-Users any right to further distribute or sublicense the Telerik Package Software or to use the Telerik Package Software other than as part of Your Integrated Products.
1A.4.1.1 Telerik Standard Software. Subject to the terms of this Agreement, You are granted a limited, non-transferable right to sublicense the Telerik Package Software’s use in object code form only, solely to Your Authorized End-Users and solely in and as part of Your Integrated Products.
1A.4.1.1.1 You are not permitted to sublicense the Telerik Standard Software, its individual components or their use (a) in any format other than in object form, (b) as standalone products, or (c) as a part of any product other than Your Integrated Product. Your end-user license agreement must: prohibit distribution of the Telerik Package Software by Your Authorized End Users; limit the liability of Your licensors or suppliers to the maximum extent permitted by applicable law; and prohibit any attempt 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 the Telerik Package Software.
1A.4.1.2 Kendo Software. Subject to the terms of this Agreement, You are granted a limited, non-transferable right to sublicense the Kendo Software’s use in minified code form only, solely to Your Authorized End-Users and solely in and as part of Your Integrated Products.
1A.4.1.2.1 You are not permitted to sublicense the Kendo Software, its individual components or their use (a) as a standalone product, or (b) as a part of any product other than Your Integrated Product. Your end-user license agreement must: prohibit distribution of the Kendo Software by your Authorized End-Users; 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 Kendo Software.
1A.4.2 Subscription and Priority Support. You will receive a one (1) year update subscription that will provide You with updates for the Telerik Package Software, access to certain source code for the Telerik Package Software, as well as the Priority Support Package, each as described in further detail below.
1A.4.3 Priority Support Package. As part of your Developer License with Subscription and Priority Support, You are entitled to (i) the “Priority” Support Package for the Telerik Standard Software as described in greater detail here: http://www.telerik.com/support/technical-support-options.aspx and (ii) the Support Package for the Kendo Software, which entitles you to enter ten (10) support requests via Telerik’s ticketing system with a 48 hour response time (excluding Saturdays and Sundays). In no event will Telerik provide support of any kind to end-users of Your Integrated Products.
1A.4.4 Update Subscription. You are eligible to receive (i) all updates for the version of the Telerik Package Software that You license hereunder, (ii) full source code for the RadControls for ASP.NET AJAX, RadControls for WinForms, RadControls for Silverlight, RadControls for WPF, RadControls for Windows Phone, Telerik Extensions for ASP.NET MVC, Kendo UI and Telerik Reporting, and (iii) limited source code (sources for “runtime” behavior and pdb files for the “runtime” system) for Telerik Open Access ORM for a period of one (1) year from the date on which You purchase the License for the Telerik Package Software. Updates replace and/or supplement (and may disable) the version of the Telerik Package Software that formed the basis for Your eligibility for the update. You may use the resulting updated Telerik Package Software only in accordance with the terms of this Agreement. Subscription renewals will be governed by the terms of this Agreement.
1A.4.5 Source Code for the Telerik Package Software. You acknowledge that the Telerik Package Software’s source code is confidential and contains valuable and proprietary trade secrets of Telerik. You must ensure that all individuals employed by You agree to expend every effort to insure the confidentiality of Telerik’s source code. You agree to assume full responsibility for such individuals’ use, or misuse, of such disclosed source code as if it was Your use or misuse. You may view, modify and use the Telerik Package Software’s source code only as authorized below:
1A.4.5.1 The Telerik Package Software’s source code is provided to You and Your Telerik Package Licensed Developers for the sole purposes of education and enabling You to understand, at a source code level, why the Telerik Package Software operates as it does. You may not use the Telerik Package Software’s source code as a basis of development of derivative works of the Telerik Package Software or other software products.
1A.4.5.2 Under no circumstances may any portion of the Telerik Package Software’s source code or any modified version of the source code be distributed, disclosed or otherwise made available to any third party.
1A.4.5.3 Telerik DOES NOT provide technical support for any source code that has been modified by any party other than Telerik.
1A.4.5.4 The Telerik Package 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.
1A.4.5.5 Pursuant to Section 1A.4.5.1, You are not permitted under this Agreement to modify the source code for the Telerik Package Software. However, if You disregard this prohibition and develop any troubleshooting-related modifications of the Telerik Package Software independently, or if You contact Telerik for assistance with the Telerik Package Software and modify the source code for the Telerik Package Software jointly with Telerik, such modifications and all rights associated therewith 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 to Telerik.
1A.4.5.6 Source Code for the Telerik Extensions for ASP.NET MVC. The Telerik Extensions for ASP.NET MVC product’s source code can be redistributed under the GPL v 2.0 (http://www.opensource.org/licenses/gpl-2.0.php). In the event that You choose to distribute Your Integrated Products under the GPL v 2.0, the source code for the Telerik Extensions for ASP.NET MVC embedded in Your Integrated Product may be distributed in compliance with Your obligations under that license. If you distribute Your Integrated Product under any other license, you may not distribute any part of the Telerik Extensions for ASP.NET MVC software in source code form.
1A.4.5.7 Source Code for the Kendo UI Web. You may also distribute Your Integrated Product and the Software embedded in such Integrated Product under GPL v3.0 (http://www.opensource.org/licenses/GPL-3.0). In the event that You distribute Your Integrated Products, including the Software, under the GPL v3.0, the source code for the Software embedded in Your Integrated Product may be distributed in compliance with Your obligations under that license. If you distribute Your Integrated Product under any other license, you may not distribute any part of the Software in source code form.
1B. Software Product License for Telerik JustCode, JustMock and JustTrace.
1B.1 License Grant. Subject to the terms of this Agreement, Telerik hereby grants to You, and You accept, a limited, non–exclusive, non–transferable, perpetual, worldwide license to install and use the JustProducts Software solely as specified in this Agreement. You are granted a Developer License with Subscription and Priority Support pursuant to Section 1B.3.
1B.2 Scope of Use. The JustProducts Software is licensed, not sold, on a per-seat basis. You may only allow the number of individuals in Your organization authorized to use the JustProducts Software that corresponds to the maximum number of JustProducts License seats You have purchased from Telerik hereunder. This means that at any given time, the number of Licensed Developers authorized to use the JustProducts Software under the JustProducts License cannot exceed the number of JustProducts License seats that You have purchased from Telerik and for which You have paid Telerik all applicable license fees pursuant to this Agreement. The JustProducts 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) of that computer. Your Licensed Developers may install the JustProducts Software on multiple machines, so long as the JustProducts Software is not being used simultaneously for development purposes at any given time by more Licensed Developers than You have JustProducts License seats.
1B.3 Developer License with Subscription and Priority Support. You are purchasing a Developer License with Subscription and Priority Support. You will receive a one (1) year update subscription that will provide You with updates for the JustProducts Software, as well as the Priority Support Package, each as described in further detail below.
1B.3.1 Priority Support Package. As part of Your Developer License with Subscription and Priority Support, You are entitled to the “Priority” Support Package as described in greater detail here: http://www.telerik.com/support/technical-support-options.aspx.
1B.3.2 Update Subscription. You are eligible to receive all updates for the version of the JustProducts Software that You license hereunder for a period of one (1) year from the date on which You purchase the License for the JustProducts Software. Updates replace and/or supplement (and may disable) the version of the JustProducts Software that formed the basis for Your eligibility for the update. You may use the resulting updated JustProducts Software only in accordance with the terms of this License. Subscription renewals will be governed by the terms of this Agreement.
1C. Software License Test Studio Express
1C.1 License Grant. Subject to the terms and conditions set forth in this Agreement, Telerik hereby grants to Licensee and Licensee hereby accepts, a limited, non-transferable, perpetual, non-exclusive license to install and use (Test Studio the “Test Studio Software solely as specified in this Agreement. You are granted a License with Subscription and Priority Support pursuant to Section 1C.3.
1C.2 Scope of Use. The Test Studio Software is licensed per machine. This means the Test Studio License may not be installed nor running at the same time on different computers. In addition the Test Studio Software should not be installed on virtual machines or servers. The computer on which the Test Studio Software is installed can be used by multiple users as long as only one (1) user is using the computer at a given time. The Test Studio Software is for creating and executing tests, written using the Test Studio Software. The floating machine license allows You to activate and deactivate the same license on multiple machines as long as You have just one activated copy at a time.
1C.2.1 If You want to move the license to another computer, the license must be deactivated by uninstalling the Test Studio Software. Only then You can activate the license on another computer. If You do not have an internet connection or your machine crashed, please contact Telerik sales team (sales@telerik.com).
1C.2.2 Regardless of which version of the Test Studio Software You have acquired, You may make one archival (backup) copy of the Test Studio Software. The archival copy may not be used or installed as long as another copy of the Test Studio Software is installed on any computer. Prior versions of the Test Studio Software may be installed on the same computer with a properly licensed current version of Test Studio Software. A prior version may be used by a properly licensed user in place of the current version of the Test Studio Software. The prior version is not an additional license of the Test Studio Software; it may be used only as a substitute for the current version.
1C.3 License with Subscription and Priority Support. You are purchasing a License with Subscription and Priority Support. You will receive a one (1) year update subscription that will provide You with updates for the Test Studio Software, as well as the Priority Support Package, each as described in further detail below.
1C.3.1 Priority Support Package. As part of your License, You are entitled to the “Priority” Support Package as described in greater detail here: http://www.telerik.com/automated-testing-tools/support/technical-support-options.aspx.
1C.3.2 Update Subscription. You are eligible to receive all updates for the version of the Test Studio Software that you license hereunder for a period of one (1) year from the date on which You purchase the License for the Test Studio Software. Updates replace and/or supplement (and may disable) the version of the Test Studio Software that formed the basis for your eligibility for the update. You may use the resulting updated Test Studio Software only in accordance with the terms of this Agreement. Subscription renewals for the Test Studio Software shall be governed by the terms of this Agreement.
1C.4 Test Studio Software Activation, Use of Data and License Metering.
1C.4.1 Test Studio Software Activation. The Test Studio Software may use your internal network and internet connection for the purpose of transmitting license-related data at the time of installation, registration or update to a license server and validating the authenticity of the license-related data in order to protect Telerik and its licensors against unlicensed or illegal use of the Test Studio Software and to improve customer service. Activation is based on the exchange of license related data between your computer and a license server. You agree that Telerik and its licensors may use these measures and You agree to follow any applicable requirement.
1C.4.2 Use of Data. By your acceptance of the terms of this Agreement or use of the Test Studio Software, you authorize the collection, use and disclosure of information collected by Telerik for the purposes provided for in this Agreement and/or the Privacy Policy (set out in full at http://www.telerik.com/privacy-policy.aspx) as revised from time to time. International users understand and consent to the processing of personal information in the United States for the purposes described herein. Telerik has the right in its sole discretion to amend this provision of the Agreement and/or Privacy Policy at any time.
1C.4.3 License Metering. Telerik may use license metering software to help you avoid any unintentional violation of this Test Studio License. The license metering software may use your internal network for license metering between installed versions of the Test Studio Software.
2. ADDITIONAL LICENSE LIMITATIONS
2.1 You are not allowed to use, copy, modify, create derivative works of, or distribute copies of the Software and any accompanying documents except as expressly permitted in this Agreement.
2.2 The JustProducts Software and the Test Studio Software may not be distributed. The Telerik Package Software may not be distributed for use with Integrated Products other than those developed by You.
2.3 You are not allowed to resell, transfer, rent, lease, or sublicense the JustProducts Software or the Test Studio Software. You are not allowed to resell, transfer, rent, lease, or sublicense the Telerik Package Software and your associated rights except as provided in Section 1.4. Under no circumstances shall You grant further redistribution rights to Authorized End-Users or redistribute any source code of the Software to any third party. You may not host, on a subscription basis or otherwise, the Software or to permit a third party to use the Software for any reason.
2.4 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.
2.5 You may not use the Telerik product names, logos or trademarks to market software, including Your Integrated Product.
2.6 The Test Studio Software and its constituent parts, such as any provided add-ons or other files, may not be separated for use on more than one computer, nor placed for distribution, sale, or resale as individual creations by you.
3. DELIVERY
Telerik shall make available for download to Licensee a master copy of the Software licensed hereunder.
4. TERM AND TERMINATION
Term and Termination. This Agreement and the License granted hereunder shall continue until terminated in accordance with this Section. Unless otherwise specified in this Agreement, 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 2 shall survive such termination if such Authorized End-Users are in compliance with their license agreements with You. 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.
5. PRODUCT DISCONTINUANCE
Telerik reserves the right to discontinue the Software or any component of the Software, whether or not it is 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 all such Software or discontinued component for a period of one year after the date of discontinuance.
6. INTELLECTUAL PROPERTY
All title and ownership rights in and to the Software (including but not limited to any images, photographs, animations, video, audio, music, 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.
7. LIMITED WARRANTY
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, 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.
8. 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, 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.
9. INDEMNITY
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 the use or distribution of Your Integrated Products.
10. CONFIDENTIALITY
Except as otherwise provided herein, each party expressly undertakes to retain in confidence all information and know-how transmitted or disclosed to it 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 10 shall apply at all times during the term of this Agreement and shall survive termination of this Agreement.
11. GOERNING LAW
This Agreement will be governed by the law of the Commonwealth of Massachusetts, U.S.A., without regard to the conflict of laws principles thereof. 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.
12. 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. The terms and conditions contained in this Agreement shall prevail over any inconsistent provisions in any form or other paper submitted by Licensee.
13. 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.
14. SURVIVAL
Article 1, Sections 1A.4.5.2, , 4, 6, 7, 8, 9, 10, 11, 12, 14 and 15 shall survive the expiration or termination of this Agreement. For avoidance of doubt, any provisions of this Agreement containing license restrictions, warranties and warranty disclaimers, confidentiality obligations, limitations of liability and/or indemnity terms, and any terms that expressly state that they shall survive termination or expiration, shall survive termination of this agreement.
15. SEVERABILITY
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. This Agreement represents the entire understanding between the parties with respect to the subject matter.
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.