End User License Agreement for Progress Telerik Report Server and Telerik Report Designer
(Last Updated March 16, 2018)
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.
“Client Access License User” and/or “CAL User” means an individual user who: (a) subject to the same conditions and limitations applicable to you herein, has been assigned a unique username and password that authorizes such individual to access and use the Software on Your behalf and for Your benefit in accordance with this Agreement; and (b) you, to the extent permitted by applicable law, hereby agree to assume all liability and responsibility for hereunder.
“Domain” means a single internet protocol (“IP”) resource identified and located by a single IP address, uniform resource locator, and/or fully qualified domain name (aka an absolute domain name).
”Report” and/or “Reports” means the resulting product which is designed using the Report Designer Program and accessed through the Report Server Program.
“Report Designer Documentation” means any documentation accompanying the Report Designer Program.
“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.
“Report Server Documentation” means any accompanying documentation to the Report Server Program.
“Report Server Program” means the Telerik computer software identified as Progress Telerik Report Server and any updates, upgrades, modifications and error corrections thereto provided to Licensee.
“Report Server Software” means the Report Server Program and Report Server Documentation collectively.
“Software” means the Report Designer Software and the Report Server Software collectively.
“Telerik Reporting” means Telerik’s proprietary computer software identified as Progress Telerik Reporting. Note: You must obtain a license to use the Telerik Reporting software from Telerik, the Software licensed hereunder is designed and licensed for use exclusively with the Telerik Reporting software, however this License does not grant You any rights with respect to the Telerik Reporting software.
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 (except with respect to the Trial License), royalty-free, non-exclusive license (the "License") to use the Software solely as specified in this Agreement. You are granted either a Trial License or a Paid License with Subscription to Updates and Support. Which version of the Software applies (i.e., Trial License or Licensed with Subscription to Updates and 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 use it for any commercial or productive purpose. The term of the Trial License shall be thirty (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.
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 Paid Software License
2.2.1 Paid Software License Grant. If You purchase a Paid License with Subscription to Updates and Support (a “Paid License”), then, subject to the terms and conditions set forth in this Agreement, You may install one instance of the Report Server Program in object code form only on a single Domain (a “Licensed Instance”) for access by Your CAL Users only, and Your CAL Users may: (i) use the Report Designer Software in object code form only in the design and/or alteration of Your Reports that You upload to Your licensed Instance of the Report Server Program; and (ii) access Your Licensed Instance of the Report Server Software for the purposes of uploading, editing and viewing Your Reports and all additional functionality that the Report Server exposes for Your CAL Users.
2.2.2 Software Scope of Use. You may only install, use and access the Report Server Program on one Domain. You may not access the Software from other Domains at any time unless You purchase additional Domains for an additional fee. Each of Your CAL Users must be registered and Your total number of CAL Users must correspond to the maximum number of seats You have purchased from Telerik hereunder for the specific instance of the Report Server. This means that, at any given time, the number of CAL Users 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 Report Designer 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 CAL Users may install the Report Designer Software on multiple machines, so long as the Report Designer Software is used only by registered CAL Users. You may not and may not permit others to distribute the Software or any portion of the Software. You may not use or access Your Reports except as: (i) set forth herein in; (ii) with data generated via the Telerik Reporting software; and (iii) through the Report Server Program.
3. Support, Updates and Source Code for Telerik Software
If you purchase a Paid License with Subscription to with Updates and Support, You are entitled to the following, for the period of one (1) year from the date on which You purchased the Software (the “Subscription Period”):
3.1 Support Package. During the Subscription Period, You are entitled to either the “Lite”, “Priority”, or “Ultimate” support package, as described in greater detail here: http://www.telerik.com/purchase/support-plans/devtools, and subject to the limitations and restrictions described in the following Fair Use Policy. You will lose the right to receive support and updates at the end of your Subscription Period, unless you renew your access to updates and support for additional Subscription Period(s) with Telerik at additional cost. Your level of support (Lite, Priority, or Ultimate) is determined at the time of initial license purchase. You may upgrade Your level of support at any time during an active Subscription Period, provided Telerik continues to make such levels of support generally available. Any support level upgrades (if purchased) and all access to support and updates thereunder will be bound to the term of the then active Subscription Period (i.e., the renewal/expiration date of Your Subscription Period will not change as a result of the support level upgrade). You generally may not downgrade Your level of support and there is no automated mechanism available to You by which to downgrade.
3.1.1 Support Package Fair Usage Policy. Telerik may limit or terminate Your access to any or all of the support services if your use of the support services is determined by Telerik, in its sole and reasonable discretion, to be excessive.
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. 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 Support and Maintenance Auto Renewal Program
3.3.1 You may elect to enroll in the Support and Maintenance Auto Renewal Program at the time of purchase for a license purchased online at www.telerik.com or at any time thereafter by enabling auto renew within Your www.telerik.com account (“Your Account”) and/or by contacting Telerik directly. By enrolling in the Support and Maintenance Auto Renewal Program, you understand and agree that Your access to updates and support will automatically renew for subsequent one-year Subscription Periods for the entire time that You remain actively enrolled in the Support and Maintenance Auto Renewal Program.
3.3.2 As a condition of Your initial and continued enrollment in the Support and Maintenance Auto Renewal Program, You agree to keep Your credit card, billing, and contact information up-to-date at all times via Your Account. You may change Your auto renewal preference at any time within Your Account or by contacting Telerik directly. Telerik may switch Your auto renewal preference to “off” at any time Telerik determines or suspects that Your credit card, billing, and/or contact information is out of date, inaccurate, or fraudulent. Telerik may disable or discontinue the Auto Renewal Program at any time for any reason without providing advance notice to You.
3.3.3 Access to updates and support is sold and invoiced by Telerik’s authorized distributor, Telerik Inc. ONCE YOU HAVE ENROLLED IN THE SUPPORT AND MAINTENANCE AUTO RENEWAL PROGRAM, UNLESS YOU SET THE SUBSCRIPTION AUTO RENEWAL PREFERENCE TO “OFF” IN YOUR ACCOUNT PRIOR TO THE END OF YOUR EXISTING SUBSCRIPTION PERIOD, YOUR ACCESS TO UPDATES AND SUPPORT WILL AUTOMATICALLY RENEW, AND YOU AUTHORIZE TELERIK INC. (WITHOUT NOTICE) TO COLLECT THE THEN-APPLICABLE FEE AND ANY TAXES FOR THE RENEWAL SUBSCRIPTION PERIOD, USING THE CREDIT CARD OR BILLING CREDENTIALS THAT YOU PROVIDED WITH RESPECT TO YOUR INITIAL PURCHASE AND/OR YOUR ENROLLMENT IN THE SUPPORT AND MAINTENANCE AUTO RENEWAL PROGRAM.
3.3.4 All payments are non-refundable, even if You / Your CAL Users stop using the Software and/or stop using/accessing support and updates. The fees and features applicable to support and updates may change over time. Your access will be renewed at an annual fee of 50% of the retail cost of a new Software license (at time of renewal), and at the level Telerik, in its sole discretion, identifies as being closest to that which was provided during Your previous Subscription Period.
4. License Limitations
4.1 Use Limited to CAL Users. At no time may the Software (i) be used for any purposes by anyone other than CAL Users or (ii) be used by more than the number of CAL Users permitted to use the Software under the License for the edition of the Software that you purchased.
4.2 No Use of the Software by Third Parties. Except as otherwise provided for in this Agreement, you may not sublicense, distribute, publish, transfer, rent, lease or otherwise make available the Software to any third parties. Except as otherwise provided for in this Agreement, you may not permit third parties to access and use the Software on a time-sharing or service bureau basis.
4.3 No Reverse Engineering. To the fullest extent permitted by applicable law, you may not 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 Software that is provided to you in object code form only.
4.4 No Modification. You may not copy, modify, alter, edit or create derivative works of the Software. However, if you breach this restriction and develop any modifications or create any derivatives of the Software independently, or if you contact Telerik for assistance with the Software and develop any modifications or create any derivatives of the Software jointly with Telerik, such modifications and/or derivatives 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 and/or derivatives to Telerik.
Telerik shall make available for download to Licensee a master copy of the Software.
6. Term and Termination
This Agreement and the License granted hereunder shall continue until it expires or is terminated in accordance with this Section. The Trial License granted hereunder shall last for thirty (30) days from the date on which You first download the Software or for as long as You use the Software in compliance with the terms herein (whichever is shorter). If You have purchased a Paid License with Subscription to Updates and Support, 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 the expiration or termination of this Agreement for any reason the License granted to you hereunder shall terminate automatically and you must immediately cease use of the Software and destroy all copies of the Software in your possession. Unless otherwise prohibited by law and without prejudice to Telerik’s other rights or remedies, and without limiting the generality of the foregoing, Telerik shall have the right to terminate this Agreement and the License granted hereunder immediately in the event that: (i) you breach any of the License restrictions set forth herein, or engage in, or participate with any third party in the unauthorized manufacture, duplication, reverse-engineering, distribution of any software of Telerik (including the Software), or engage in any activities involving the Software that are prohibited by law; or (ii) you engage in the unauthorized use of any software of Telerik (including the Software) or infringe upon any intellectual property right of Telerik.
7. 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.
8. 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 (and/or its licensors) 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. The Software may contain or be accompanied by certain third party components which are subject to additional restrictions. These components, if any, may be accompanied by separate license files and/or may be identified in, and subject to, special license terms and conditions set forth in a “readme.txt” file, the “notices.txt” file, or the “Third Party Software” file accompanying the Software (“Special Notices”). The Special Notices include important licensing and warranty information and disclaimers. In the event of a conflict between the Special Notices and the other portions of this Agreement, the Special Notices will take precedence (but solely with respect to the third party component(s) to which the Special Notice relates). Any third party or 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 or other license applicable to the software and subject to the disclaimers and limitations on liability set forth in such license.
9. 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 9, 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.
10. Limitation of Liability
To the maximum extent permitted by applicable law, in no event will Telerik, its resellers, or its licensors, 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 (and its reseller’s and its licensor’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, 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, its licensors 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 your use or misuse of the Software or from the Reports that you develop and administer through the use of the Software (but excluding such Claims that are solely attributable to infringement of third party intellectual property rights by the Software solely as a result of your authorized use of the Software).
12. Collection and Use of Data.
13. 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 14 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.
15. 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 of 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.
16. 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.
17. 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.
20. 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.
21. Export Classifications
You expressly agree not to use, deploy, export or re-export Telerik Software or your Reports in or 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, including without limitation any country listed in U.S.A. Export Administration Regulation Country Group E-1, 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 Industry and Security, U.S. Department of Commerce, nor any other federal agency has suspended, revoked or denied your export privileges
22. Commercial Software
The Programs and the Documentation are "Commercial Items", as that term is defined at 48 C.F.R. §2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation", as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. Unpublished-rights reserved under the copyright laws of the United States.
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.