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This License Agreement ("License") constitutes a legal agreement between you ("You") and
Noemax Technologies
Ltd ("Noemax") for the above mentioned product including any software, documentation, materials, source code, information and services contained in it or provided as a result of its purchase or during the use of support or made
available in the future as new releases, upgrades, updates, corrections, modifications or additions to it ("Product").
By installing, copying or otherwise using ("Use") the Product, You acknowledge that You have read and understood this License and accept to be bound by all its terms and conditions. If You do not agree to all its terms and conditions, You may not
Use the Product.
Noemax is only willing to grant You this License if You obtained the Product and received a license key for it directly from Noemax or a Noemax Authorized Distributor. If You obtained the Product from any other source
or if You have not received a license key for it, You may not Use the
Product.
Upon Your acceptance of all the terms and conditions of this License, Noemax grants You the right to Use the Product in the manner provided below.
1. OWNERSHIP
The Product is the property of Noemax or its suppliers and is protected by copyright laws and international copyright treaties.
You acknowledge that this is a license, not a sale, and that it does not transfer to You any title or ownership in or to the Product or any patent, copyright, trade secret, trade name, trademark, service mark, intellectual property rights or other proprietary
rights related thereto. You further acknowledge that all title, rights and interest in and to the Product will remain at all times the exclusive property of Noemax or its suppliers, and You will not acquire any rights to the Product
except as expressly set forth in this License. You further acknowledge that Noemax owns all copies of the Product, however made.
You agree that You will not, at any time, contest anywhere in the world ownership of the Product by Noemax, nor will You challenge the validity of the rights of Noemax in the Product.
Any rights granted herein are not transferable to any other person or legal entity. All rights not expressly granted herein are reserved by Noemax.
2. GRANT OF LICENSE
Noemax grants one of the following licenses, depending on how the Product is named, labeled or otherwise marked. If the Product does not include in its name, label or other markings the text "Personal License", "Team License" or "Site License" then do not Use the Product but instead contact Noemax and request assistance.
Personal License
If the Product is named, labeled or otherwise marked as "Personal License" (previously referred to as "Single license"), Noemax grants to a single (1) individual designated by You ("Named User") a limited, non-exclusive, non-transferable, personal license to Use the Product on up to two
(2) computers totally, provided that the Product is Used only in accordance with all the terms and conditions of this License. You are responsible for taking all appropriate technological and organizational steps to ensure that the Product is Used (a) only by the Named User, (b) only on up to two computers
totally, and (c) only in accordance with all the terms and conditions of this License. For Use by more than one individual or on more than one computer, separate licenses must be obtained.
Team License
If the Product is named, labeled or otherwise marked as "Team License", Noemax grants to up to four (4) individuals designated by You ("Named Users") a limited, non-exclusive, non-transferable, personal license to Use the Product on up to eight (8) computers totally, provided that the Product is Used only in accordance with all the terms and conditions of this License. You are responsible for taking all appropriate technological and organizational steps to ensure that the Product is Used (a) only by
the Named Users, (b) only on up to eight computers totally, and (c) only in accordance with all the terms and conditions of this License. For Use by more than four individuals or on more than eight computers, separate licenses must be obtained.
Site License
If the Product is named, labeled or otherwise marked as "Site License", Noemax grants to an unlimited number of individuals a limited, non-exclusive, non-transferable, personal license to Use the Product on any number of computers that belong to You and that are located within a single designated building ("Site"), provided that the Product is Used only in accordance with all the terms and conditions of this License. You are responsible for taking all appropriate technological and organizational steps to ensure that the Product is Used (a) only within the Site, (b) only on computers that belong to You, and (c) only in accordance with all the terms and conditions of this License. For Use at other locations or on computers
that do not belong to You, separate licenses must be obtained.
3. SUBSCRIPTIONS
If the Product is named, labeled or otherwise marked as "Subscription" ("Subscription"), You may Use it only if You
already hold a license for a product identified by Noemax as being eligible for the Subscription. A Subscription supplements or
renews the support and maintenance for the product that formed the basis for Your eligibility to receive the Subscription, and constitutes a single product with that one. You may Use the Subscription only in conjunction with the product that formed the
basis for Your eligibility to receive the Subscription. This License replaces the previously granted license for the product that formed the basis for Your eligibility to receive the Subscription.
4. REDISTRIBUTABLES
The Product might include certain files ("Redistributables") which Noemax has clearly designated as
"REDISTRIBUTABLES" in a text file named "redistributables.html" that accompanies the Product. If the "redistributables.html" text
file does not designate any files as "REDISTRIBUTABLES", if no "redistributables.html" text file
accompanies the Product or if the Product is named, labeled or otherwise marked as "Trial" then the Product does not include any Redistributables. The source code of the Product, or any portion of it, can never be part of the Redistributables.
Subject to all the terms and conditions of this License, Noemax grants You the limited, non-exclusive, non-transferable, royalty-free sublicense to include
exact copies of the Redistributables into software that You create or others have created for You ("Your Works") and distribute those copies solely in conjunction with Your Works and solely as necessary for permitting users of Your Works ("Your
Users") to install and execute Your Works for their own use. The rights granted to You under this paragraph may not be exercised by others, regardless of how You might compile, link or package Your Works. These rights apply only to the Redistributables and to no other component, file, library, assembly, module, code, package, object or derivative work of the Product. These rights may be exercised only with respect to
Your Works created using a duly licensed copy of the Product.
Regardless of how You might include copies of the Redistributables into Your Works, (a) You must prohibit Your
Users from modifying the Redistributables, from separating the Redistributables from Your Works, from further distributing the Redistributables
even as part of Your Works,
and from including, compiling, referencing, linking, accessing or otherwise using the
Redistributables in any software that they create, (b) You may not expose or otherwise make accessible, either directly
or indirectly, the programming interface of the Redistributables from Your Works,
(c) You may not use any names, logos, trademarks or service marks of Noemax or its suppliers to market Your Works, except to
state descriptively that Your Work was written using the Product, (d) all copies of Your Works must bear an
appropriate and valid
copyright notice, and (e) You may only distribute
Your Works containing the Redistributables that (i) are in compiled code form, (ii) add primary and substantial functionality to the Redistributables and do not offer a set or subset of the functionality
offered by the Redistributables, (iii) are not intended to be used as components in software that others create, (iv) only use functionality of the Product which is described in the documentation that
accompanies it and in accordance to the
instructions provided therein, and (v) are created in
accordance with all the terms and conditions of this License.
Noemax provides no warranty at all to any person or legal entity, other than the limited warranty provided to the original
purchaser of the Product as set forth herein. You will be solely responsible to Your Users for support, service, upgrades or
assistance, and Your Users will have no right to contact Noemax for any services or assistance. You will indemnify, defend and
hold Noemax, its licensors, its suppliers, its partners and each of their respective employees, officers, directors and
affiliates, harmless from and against any claims or liabilities arising out of or related to the use, procurement, reproduction
or distribution of Your Works by third parties.
Except as expressly permitted in this section, You may not (a) distribute, deploy, publish, transmit, transfer or
otherwise make available the Redistributables to any other individual, (b) lease, rent, loan, share or sublicense the use of the
Redistributables to any other individual, (c) modify, adapt, alter, translate or create derivative works of the
Redistributables, (d) reverse engineer, decompile, disassemble or otherwise attempt to derive the source code of the
Redistributables, or (e) remove, alter or obscure any copyright, trademark, service mark or other proprietary notices of Noemax
or its suppliers from any part of the Redistributables. Furthermore, You may not permit Your Users to conduct the restricted
activities limited as above insofar as they apply to the Redistributables, and such End-User's sublicense rights to the
Redistributables are conditioned upon compliance with such limitations.
5. EMBEDDED CODE
If the Product is named, labeled or otherwise marked as "Enterprise", You may
combine the provided source code of the Product, or any portion of it, with Your own source code so that the compiled code of
the Product becomes an integral and inseparable part of the compiled code of Your Works (Embedded Code). Compilation of the
source code of the Product, or any portion of it, in any other manner or form is strictly prohibited. If the Product is not
named, labeled or otherwise marked as "Enterprise" then You may not compile the source code of the
Product, or any portion of it, in any manner or form. The source code of the Product, or any portion of it, can never be part of the
Embedded Code.
Subject to all the terms and conditions of this License, Noemax grants You the limited, non-exclusive,
royalty-free sublicense to include copies of the Embedded Code into Your Works and distribute those copies solely as an integral
and inseparable part of the compiled code of Your Works and solely as necessary for permitting Your Users to install and execute
Your Works. These rights apply only to the Embedded Code and to no other component, file, library, assembly, module, code,
package, object or derivative work of the Product. These rights may be exercised only with respect to Your Works created using
a duly licensed copy of the Product.
Regardless of how You might include copies of the Embedded Code into Your Works, (a) You must prohibit Your Users from modifying the Embedded Code, from separating the Embedded Code from Your Works, and from including, compiling, referencing, linking,
accessing or
otherwise using the Embedded Code or Your Works in any software that they create, (b) You may not expose or otherwise make accessible, either directly
or indirectly, the programming interface of the Embedded Code from Your Works,
(c) You may not use any names, logos, trademarks or service marks of Noemax or its suppliers to market Your Works, except to
state descriptively that Your Work was written using the Product, (d) all copies of Your Works must bear an
appropriate and valid
copyright notice, and (e) You may only distribute
Your Works containing the Embedded Code that (i) are in compiled code form, (ii) add primary and substantial functionality to the
Embedded Code and do not offer a set or subset of the functionality
offered by the Embedded Code, (iii) are not intended to be used as components in software that others create, (iv) only use functionality of the Product which is described in the documentation that
accompanies it and in accordance to the
instructions provided therein, and (v) are created in
accordance with all the terms and conditions of this License.
Permission to distribute Your Works containing the Embedded Code as components for use in software that others
create is available under different licensing terms and conditions. The decision of whether to grant such a license is at the
sole discretion of Noemax. Without the prior written consent of Noemax You may not distribute Your Works containing the Embedded
Code that are intended to be used as components in software that others create.
Noemax provides no warranty at all to any person or legal entity, other than the limited warranty provided to the original
purchaser of the Product as set forth herein, and You will be solely responsible to Your Users for support, service, upgrades or
assistance, and Your Users will have no right to contact Noemax for any services or assistance. You will indemnify, defend and
hold Noemax, its licensors, its suppliers, its partners and each of their respective employees, officers, directors and
affiliates, harmless from and against any claims or liabilities arising out of or related to the use, procurement, reproduction
or distribution of Your Works by third parties.
Except as expressly permitted in this section, You may not (a) distribute, deploy, publish, transmit, transfer or
otherwise make available the Embedded Code to any other individual, (b) lease, rent, loan, share or sublicense the use of the
Embedded Code to any other individual, or (c) remove, alter or obscure any copyright, trademark, service mark or other
proprietary notices of Noemax or its suppliers from any part of the Embedded Code. Furthermore, You may not permit Your Users to
conduct the restricted activities limited as above insofar as they apply to the Embedded Code, and such End-User's sublicense
rights to the Embedded Code are conditioned upon compliance with such limitations.
6. LIMITATIONS
Except as expressly permitted in this License, You may not (a) distribute, deploy, publish, transmit, transfer or
otherwise make available the Product or any component thereof to any other individual, (b) lease, rent, loan, share or
sublicense the use of the Product or any component thereof to any other individual, (c) separate the component parts of the
Product for use on other computers, (d) modify, adapt, alter, translate or create derivative works of the Product or any
component thereof, (e) reverse engineer, decompile, disassemble or otherwise attempt to derive the source code of the
Product or any component thereof, or (f) remove, alter or obscure any copyright, trademark, service mark or other proprietary notices of Noemax or its
suppliers from any part of the Product.
7. SUPPORT & MAINTENANCE
The Product might include support and maintenance services for it. Information about whether any support and maintenance is included in the Product, and, if any is included, its type, duration and how to obtain it, is available on the Web
site
www.noemax.com.
8. REGISTRATION
As a condition to Your rights to Use the Product, You are required to open an account with Noemax and register
there your license keys within thirty (30) days of receiving them. Providing false, incomplete or misleading information during
registration annuls this License. Registration is available on the Web site www.noemax.com.
9. CONFIDENTIALITY
You acknowledge that the source code of the Product remains a confidential trade secret of Noemax or its suppliers. You agree (a) to hold all the source code in confidence, (b) not to include any part of the source code into, or distribute it in
conjunction with, Your Works or any other product or service, (c) not to disclose any part of the source code to any other person
or legal entity, and (d) not to use any part of the source code or any information derived from it for any purpose other than the use and
operation of the Product as permitted under this License.
10. EXPORT
If the Product does not contain cryptographic functionality, You may download it from the Noemax Web site to any country.
If the Product contains cryptographic functionality, You may download it only to countries for which Noemax has obtained
either a general export license or an individual export license specifically for You. The list of Noemax products that contain cryptographic functionality and
the list of countries
for Noemax has obtained a general export license is available on the Web site www.noemax.com.
11. IMPORT, USE & RE-EXPORT
You are solely responsible for identifying and complying with any laws, regulations, restrictions and controls that may be applicable to You or
to Your Users concerning the import, possession, Use and re-export of the Product, the Redistributables or the Embedded Code, and for obtaining any licenses, permits or approvals that might be required.
12. TERM & TERMINATION
The term of this License will begin as of the date that You obtain the Product or receive a license key for it,
whichever comes first, and will remain in force for as long as You use the Product in compliance with all the terms and conditions of this License or until
You decide to terminate it. Upon its termination You must remove and destroy all copies of the Product. All provisions of this License, with the exception of
sections "Grant of License",
"Support & Maintenance", "Redistributables" and "Embedded Code", shall remain in force even after any
termination.
13. WARRANTY
Except if the Product was obtained free of charge, Noemax warrants to the original purchaser of the Product that the Product will perform substantially in accordance with its documentation for a period of sixty (60) days
from the date of purchase. Your exclusive remedy and the sole liability of Noemax for breach of this warranty is that Noemax, at its own option and provided that You notify Noemax in writing within the sixty (60) day warranty period and produce a copy of
the purchase receipt, will (a) repair the Product, or (b) replace the Product with a newer product of similar functionality, or (c) refund the lower of the actual price
paid (if any) by You for the Product or the list price advertised by Noemax for the Product at the time of its purchase. This warranty does not apply to damages resulting from misuse, abuse or neglect. 14. DISCLAIMERS
Except for the express warranty above, the Product is provided "as is" without warranties or conditions of any kind. Noemax makes no representations about the suitability of the Product for any purpose or that it is error-free or secure or that its
operation will be uninterrupted or that it meets any user's particular standards, requirements or needs or that Noemax support services will correct all defects or solve all problems. Noemax does not warrant or make any representations regarding
the use or the performance of the Product in terms of correctness, accuracy, reliability, completeness, reliability or otherwise. Noemax hereby expressly disclaims any and all warranties and conditions with respect to the Product, its use and its
performance, either express or implied, including but not limited to any implied warranties or conditions of merchantability, satisfactory quality, fitness for a particular purpose, title and non-infringement.
15. LIMITATION OF LIABILITY
In no event shall Noemax, its licensors, its suppliers, its authorized distributors, its partners and each of their respective employees, officers, directors and affiliates, be liable for any direct, indirect, incidental, punitive, special or consequential damages of any kind, or any other damages or claims whatsoever,
including but not limited to damages for loss of profits, revenue, data or use, incurred by You or any third party, even if Noemax knew, should have known or had been advised of the possibility of such damages, arising out of or in connection with the use
or performance of the Product and the provision or failure to provide support services. In no event will the total cumulative liability of Noemax for damages to You or any other person
or legal entity ever exceed the lower of the actual price
paid (if any) by You for the Product or the list price advertised by Noemax for the Product at the time of its purchase, regardless of the form of the claim.
16. GOVERNING LAW
This License is governed by and construed in accordance with the laws of Greece. You agree and
hereby submit to the exclusive jurisdiction and venue of the Courts of Greece with respect to all disputes and such matters. The
application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.
17. ENTIRE LICENSE
This License (a) constitutes the entire, final and exclusive agreement between You and Noemax with respect to the Product or any other subject matter covered by this License,
(b) supersedes in their entirety any and all purchase orders, prior agreements, understandings and other
communications, whether written or oral, and (c) replaces any previously granted license for the Product. If any provision of this License is held to be illegal, invalid or unenforceable for any reason, then
such provision will be enforced to the maximum extent permissible and the remainder of the provisions of this License will remain in full force and effect.
18. ASSIGNMENT
You may not transfer the Product, assign this License or any of Your rights, or delegate any of Your obligations under this License,
by operation of law or otherwise (including by merger, sale of assets or consolidation), without the prior written
consent of Noemax.
19. WAIVER & MODIFICATIONS
All waivers must be in writing. Any waiver or failure to enforce a provision of this License on one occasion shall not be deemed a waiver of any other provision or such provision on any other occasion. This License may only be amended by a written document
signed by both parties.
License version 09_09_08
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