Telerik End User License Agreement for Kendo UI Web

(Last Updated July 11, 2012)

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 (kendoui.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.

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 Telerik computer software identified as Kendo UI 
Web 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.

1.1 License Grant for Use in Development

1.1.1 Developer License Grant. If You purchase a Developer License, Your 
Licensed Developers may use the Software in source and 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.

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

1.1.3 Support. The standard support package 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.

1.1.4 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.

1.1.5 Source Code. The Software's source code is provided to You so that you 
can create modifications under the terms of this Agreement.

1.1.5.1 While Telerik does not claim any ownership rights in Your Integrated 
Products, any modifications You develop 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.

1.1.5.2 You will be entitled to use modifications of the 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 1.1.

1.1.5.3 Except as provided for in Section 2.2 of this Agreement, 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.

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

1.1.5.5 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.

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 under Open Source License. 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.

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 (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.

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 1.1.5.5, 6, 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.

