Telerik End User License Agreement for Kendo Complete

(Last Updated March 22, 2012)

Kendo Complete is a suite of products containing Kendo UI Web, Kendo UI DataViz
and Kendo UI Mobile and is offered pursuant to the terms and conditions
contained below.


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.  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.


1.  Licensed Use of the Software. This is a license agreement and not an
agreement for sale. Subject to the terms of this Agreement, Telerik hereby
grants to You the following limited, non-exclusive, non-transferable licenses
(the "Licenses") to use the Kendo UI Web, Kendo UI DataViz and Kendo UI Mobile
and any updates, upgrades, modifications and error corrections thereto provided
to You by Telerik (the "Programs") and any accompanying documentation (the
"Documentation and, together with the Programs, the "Software") as set forth
below. You are granted either a Trial License pursuant to Section 1.1 or a
Developer License pursuant to Section 1.2.  Which version of the License
applies (i.e., Trial License or Developer License) is determined at the time of
the License purchase.  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 Software.
1.1 Trial License.
1.1.1  License Grant.  If You download the free Trial License, You are
authorized to install and use the Software for the sole purpose of evaluating
its functionality and performance.  You may not integrate the Software into end
products or use it for any commercial, productive or training purpose.  You may
not redistribute the Software.
1.1.2 Support.  As part of Your Trial License You are entitled to enter nine
(9) support requests via Telerik's ticketing system with a 72 hour response
time (excluding Saturdays and Sundays).
1.1.3 Updates.  You are not eligible to receive any updates for the Software
during the trial period.
1.1.4. No Warranty.  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 ADDITONAL 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 PARTICLUAR PURPOSE AND NON-INFRINGMENT
1.2  License Grant for Use in Development.

1.2.1  Developer License Grant.  If You purchase a Developer License, Your
Licensed Developers may use the Software in minified  form in the development
of Your Integrated Products.

For purposes of this Agreement:

 "Your Integrated Products" are limited to those software applications 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 Developers"   (i) are limited to the number of Your employees or
contractors authorized by You to use the Software to develop software
specifically for You and (ii) 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 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 Software on multiple machines, so long as the
Software is not being used simultaneously for development purposes at any given
time by more Licensed Developers than You have Seats.

1.2.2  Testing License.  You may also use the Software in the testing of Your
Integrated Products.  This license is not limited to a number of seats.

1.2.3   Support.
The standard support package entitles you to enter thirty (30) 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.

1.2.4  Updates.  For one (1) year from the date on which you purchase the
License for the Software, You will be eligible to receive all major updates and
minor updates for the version of the Software that you license hereunder and
source code for the 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 License.

In no event will Telerik provide support of any kind to end-users of Your
Integrated Products.

1.2.5  Source Code. The Software's source code is provided to You for the sole
purposes of education and enabling You to understand, at a source code level,
why the Software operates as it does. You may not use the Software's source
code as a basis of development of derivative works of the Software or other
software products.

1.2.5.1  Under no circumstances may any portion of the Software's source code
or any modified version of the source code be distributed, disclosed or
otherwise made available to any third party.

1.2.5.2  Telerik DOES NOT provide technical support for any source code that
has been modified by any party other than Telerik.

1.2.5.3  The 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.

1.2.5.4  Pursuant to Section 1.2.5.1, You are not permitted under this
Agreement to modify the source code for the Software. However, if You disregard
this prohibition and develop any troubleshooting-related modifications of the
Software independently, or if You contact Telerik for assistance with the
Software and modify the source code for the 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.

2.  License Options for Redistribution.

2.1 Redistribution under Commercial License.  If you have purchased a Developer
License, You may distribute the Programs as embedded in 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; 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.

2.2  Redistribution of Kendo UI Web under Open Source License. You may also
distribute the Kendo UI Web software solely as embedded within Your 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 Kendo UI Web
software, under the GPL v3.0, the source code for the Kendo UI Web 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 Kendo UI Web
software in source code form.

3.  No Trademark License.

You may not use the Telerik product names, logos or trademarks to market Your
Integrated Product.

4.  Delivery.

Telerik shall make a master copy of the Software available for download by
Licensee in electronic files only.

5. Term and Termination.

This Agreement and the License granted hereunder shall continue until
terminated in accordance with this Section.  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.  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.

6. 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 all discontinued Software or
components for a period of 1 (one) year after the date of discontinuance.

7. 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.

8. Limited Warranty.

Telerik warrants solely to You 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) Your 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, Your 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 8,
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.

9. 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.

10. 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 Product.

11.  Confidentiality.

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.
Each party's obligations under this Section 11 shall apply at all times during
the term of this Agreement and for two (2) years following termination of this
Agreement.

12. 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 Boston, Massachusetts, USA, and the
parties hereby agree to submit to the jurisdiction and venue of such court.
Neither the Uniform Computer Information Transactions Act and the United
Nations Convention nor 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.

13. Entire Agreement.

This Agreement sets forth our entire agreement with respect to the Software and
supersedes any prior or contemporaneous communications regarding the Software.
You agree that You are not relying on any representation or obligation other
than those set forth in this Agreement.  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.

14. 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.

15. Survival.

Sections 1.1.4, 7, 8, 9, 10, 11, 12, 13, 14, 15 and 16 shall survive the
expiration or termination of this Agreement.

16. 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.

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.


