Software License Agreement for Professional Editions

The following is the latest version of the Software License Agreement for Professional editions.

This Software License Agreement ("License") constitutes a legal agreement between you, either an individual or a single entity, ("You") and Noemax Technologies Ltd ("Noemax") for the above mentioned product including any software, documentation, source code and materials contained in it or made available by Noemax as supplements, updates, modifications or extensions to it ("Product").

By copying, installing or executing ("Use") the Product, You acknowledge that You have read and understood this License and agree to be bound by all its terms and conditions. If You do not agree, You may not Use the Product but instead You must promptly return it to Noemax or the Noemax authorized distributor You obtained it from and request a refund of the price paid.

1. Additional Definitions

"License Key" means the alphanumeric identifier that is issued to the original purchaser of the Product and that is uniquely associated with this License.

"Named User" means an individual whom You designate by name and permit to Use the Product or the Redistributables as described in the "Grant of License to Use" section.

"Your Location" means the location that you designated when registering Your License Key.

"Subscription" means the Product when the phrase "Subscription" is included in its name.

"Redistributables" means the files included in the Product that Noemax has clearly designated as "REDISTRIBUTABLES" in a file named "redistributables.html" that accompanies the Product. If the "redistributables.html" file does not designate any files as "REDISTRIBUTABLES" or if no "redistributables.html" file accompanies the Product, the Product does not include Redistributables.

"Develop" means to create, modify, compile or link software.

"Development" means the creation, modification, compilation or linkage of software.

"Your Works" means any software that is wholly or partially Developed by You or by the Named User(s) and that includes, uses, links, references, accesses or merges with the Redistributables.

"End User" means a person who directly or indirectly Uses the Redistributables in conjunction with and as an inseparable part of Your Works.

2. Ownership

The Product is the property of Noemax 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 property of Noemax 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, parts of the Product and derivative works 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.

All rights not expressly granted herein are reserved by Noemax.

3. License Key

Noemax is only willing to grant You this License if You have obtained a License Key from Noemax or a Noemax authorized distributor and registered that License Key on the Web site www.noemax.com. You acknowledge that Your License Key has been issued to You solely for Your use. You agree to hold Your License Key in confidence and not to distribute, disclose or make available Your License Key to any individual or entity. Providing false, incomplete or misleading information during the registration of Your License Key or during the installation of the Product annuls this License.

4. Grant of License to Use

Upon Your acceptance of all the terms and conditions of this License, and depending on how the Product is named, Noemax grants You either a Personal License or a Team 4 License or a Team 10 License or a Team 25 License or a Site 100 License or a Site Wide License as described in the following subsections of this "Grant of License to Use" section. If the Product is not marked as "Personal License", "Team 4 License", "Team 10 License", "Team 25 License", "Site 100 License" or "Site Wide License", no license is granted to You.

4.1 Personal License

If the Product includes in its name the phrase "Personal License", Noemax grants You a limited, non-exclusive, non-transferable license to provide a copy of the Product or the Redistributables to a single (1) Named User and to permit that Named User to Use the Product or the Redistributables on up to two (2) computers in total, provided that (a) the Named User Uses the Product and the Redistributables only in accordance with all the terms and conditions of this License, and (b) each and every individual who participates in the Development of Your Works is duly licensed to Use an edition of the Product that is marked as "Professional".

You may occasionally change the individual designated by name as the Named User but You may not do so on a regular basis or by rotating the same individuals or in a manner that effectively increases the number of permitted Named Users. The Named User may only Use copies of the Product that You obtain from Noemax or a Noemax authorized distributor and provide to the Named User. You are solely responsible for taking all appropriate technological and organizational measures to ensure that the Product is Used only in accordance with all the terms and conditions of this License.

4.2 Team 4 License

If the Product includes in its name the phrase "Team 4 License", Noemax grants You a limited, non-exclusive, non-transferable license to provide a copy of the Product or the Redistributables to four (4) Named Users and to permit those Named Users to Use the Product or the Redistributables on up to eight (8) computers in total, provided that (a) the Named Users Use the Product and the Redistributables only in accordance with all the terms and conditions of this License, and (b) each and every individual who participates in the Development of Your Works is duly licensed to Use an edition of the Product that is marked as "Professional".

You may occasionally change the individuals designated by name as Named Users but You may not do so on a regular basis or by rotating the same individuals or in a manner that effectively increases the number of permitted Named Users. The Named Users may only Use copies of the Product that You obtain from Noemax or a Noemax authorized distributor and provide to the Named Users. You are solely responsible for taking all appropriate technological and organizational measures to ensure that the Product is Used only in accordance with all the terms and conditions of this License.

4.3 Team 10 License

If the Product includes in its name the phrase "Team 10 License", Noemax grants You a limited, non-exclusive, non-transferable license to provide a copy of the Product or the Redistributables to ten (10) Named Users and to permit those Named Users to Use the Product or the Redistributables on up to twenty (20) computers in total, provided that (a) the Named Users Use the Product and the Redistributables only in accordance with all the terms and conditions of this License, and (b) each and every individual who participates in the Development of Your Works is duly licensed to Use an edition of the Product that is marked as "Professional".

You may occasionally change the individuals designated by name as Named Users but You may not do so on a regular basis or by rotating the same individuals or in a manner that effectively increases the number of permitted Named Users. The Named Users may only Use copies of the Product that You obtain from Noemax or a Noemax authorized distributor and provide to the Named Users. You are solely responsible for taking all appropriate technological and organizational measures to ensure that the Product is Used only in accordance with all the terms and conditions of this License.

4.4 Team 25 License

If the Product includes in its name the phrase "Team 25 License", Noemax grants You a limited, non-exclusive, non-transferable license to provide a copy of the Product or the Redistributables to twenty five (25) Named Users and to permit those Named Users to Use the Product or the Redistributables on up to fifty (50) computers in total, provided that (a) the Named Users Use the Product and the Redistributables only in accordance with all the terms and conditions of this License, and (b) each and every individual who participates in the Development of Your Works is duly licensed to Use an edition of the Product that is marked as "Professional".

You may occasionally change the individuals designated by name as Named Users but You may not do so on a regular basis or by rotating the same individuals or in a manner that effectively increases the number of permitted Named Users. The Named Users may only Use copies of the Product that You obtain from Noemax or a Noemax authorized distributor and provide to the Named Users. You are solely responsible for taking all appropriate technological and organizational measures to ensure that the Product is Used only in accordance with all the terms and conditions of this License.

4.5 Site 100 License

If the Product includes in its name the phrase "Site 100 License", Noemax grants You a limited, non-exclusive, non-transferable license to provide a copy of the Product or the Redistributables to one hundred (100) Named Users and to permit those Named Users to Use the Product or the Redistributables on up to two hundred (200) computers in total and within a radius of twenty five (25) miles or forty (40) kilometers from Your Location, provided that (a) the Named Users Use the Product and the Redistributables only in accordance with all the terms and conditions of this License, and (b) each and every individual who participates in the Development of Your Works is duly licensed to Use an edition of the Product that is marked as "Professional".

You may occasionally change the individuals designated by name as Named Users but You may not do so on a regular basis or by rotating the same individuals or in a manner that effectively increases the number of permitted Named Users. The Named Users may only Use copies of the Product that You obtain from Noemax or a Noemax authorized distributor and provide to the Named Users. You are solely responsible for taking all appropriate technological and organizational measures to ensure that the Product is Used only in accordance with all the terms and conditions of this License.

4.6 Site Wide License

If the Product includes in its name the phrase "Site Wide License", Noemax grants You a limited, non-exclusive, non-transferable license to provide a copy of the Product or the Redistributables to an unlimited number of Named Users and to permit those Named Users to Use the Product or the Redistributables on an unlimited number of computers and within a radius of one hundred (100) miles or one hundred and sixty (160) kilometers from Your Location, provided that (a) the Named Users Use the Product and the Redistributables only in accordance with all the terms and conditions of this License, and (b) each and every individual who participates in the Development of Your Works is duly licensed to Use an edition of the Product that is marked as "Professional".

You may occasionally change the individuals designated by name as Named Users. The Named Users may only Use copies of the Product that You obtain from Noemax or a Noemax authorized distributor and provide to the Named Users. You are solely responsible for taking all appropriate technological and organizational measures to ensure that the Product is Used only in accordance with all the terms and conditions of this License.

5. Subscriptions

If the Product is a Subscription, this License is granted to You only if another license has been already granted to You for a product identified by Noemax as being eligible for the Subscription. The Subscription provides 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. This License replaces the previously granted license for the product that formed the basis for Your eligibility to receive the Subscription.

6. Grant of License to Distribute Redistributables

If a license to Use the Product has been granted to You under the "Grant of License to Use" section and the Product includes in its name the word "Professional" and the Product includes Redistributables, Noemax grants You a limited, non-exclusive, non-transferable license to:

• distribute exact copies of the Redistributables to End Users solely in conjunction with and as an inseparable part of Your Works, and
• permit End Users to Use the Redistributables solely in conjunction with and as an inseparable part of Your Works,

provided that:

• all individuals who participate in the Development of Your Works are duly licensed to Use an edition of the Product that is marked as "Professional", and
• the Redistributables are not modified, adapted or ported, and
• Your Works are Developed in accordance with all the terms and conditions of this License, and
• Your Works add primary and substantial functionality to the Redistributables and do not compete with any Noemax product, and
• Your Works do not expose or imitate the programming interface of the Redistributables or provide documentation on its use, and
• Your Works are distributed only in compiled code form and their source code is not made available to any individual other than the Named User(s), and
• Your Works display an appropriate and valid copyright notice, and
• Your Works are distributed only pursuant to a license agreement that expressly prohibits all End Users from (i) distributing, sublicensing or making available Your Works or any part thereof to any individual or entity, (ii) including, using, linking, referencing, accessing or merging Your Works or any part thereof with any software that is Developed by the End Users, (iii) creating derivative works of Your Works or any part thereof, (iv) modifying, adapting, porting, reverse engineering, decompiling or disassembling Your Works or any part thereof, and (v) removing, altering or obscuring any copyright or other proprietary notices from Your Works or any part thereof.

Regardless of how Your Works might be Developed (a) the rights granted under this "Grant of License to Distribute Redistributables" section may not be exercised by anyone other than You, (b) these rights apply only to the Redistributables and to no other part or derivative works of the Product, (c) these rights apply to the Redistributables solely when they are distributed in conjunction with and as an inseparable part of Your Works, (d) Noemax owns all copies of the Redistributables, however and by whomever made, and (e) the source code and the documentation of the Product or any portion of them, however obtained, can never be part of the Redistributables or Your Works.

Noemax provides no warranty at all to any individual or entity, other than the limited warranty provided to the original purchaser of the Product as set forth in this License. You will be solely responsible to End Users for support, service, upgrades, updates, corrections or assistance related to the Redistributables. You must indemnify, defend, and hold harmless Noemax from any claims, including attorneys' fees, related to the distribution or use of the Redistributables.

7. Limitations

You may not (a) Use the Product or the Redistributables except as expressly permitted by this license, (b) distribute, sublicense or make available the Product or the Redistributables to any individual or entity except as expressly permitted by this license, (c) modify, adapt, port, reverse engineer, decompile or disassemble the Product or the Redistributables, (d) rent, lease, lend or share the Product or the Redistributables with any individual or entity, and (e) remove, alter or obscure any copyright, trademark, service mark or other proprietary notices of Noemax or its suppliers from the Product or the Redistributables.

8. Source Code

You acknowledge that the Product does not include its source code and that You have no rights to the source code of the Product and that the source code of the Product remains a confidential trade secret of Noemax.

If You obtain by any means the source code of the Product or any portion of it, You agree (a) to immediately and permanently destroy all source code that You have obtained, (b) not to distribute, disclose or make available the source code that You have obtained or any portion of it to any individual or entity, and (c) not to use the source code that You have obtained or any portion of it, or any information derived from it, for any purpose whatsoever.

9. Support & Maintenance

Starting from the date of purchase or from the date You obtain Your License Key, whichever comes first, and for a period of six (6) months if the Product is not a Subscription or for a period of twelve (12) months if the Product is a Subscription, Noemax will provide You (a) technical support for an unlimited number of issues that concern the Product, and (b) access to all minor version updates and major version upgrades of the Product released during that period.

10. Backup Copies

You may make a reasonable number of backup copies of the Product provided that You make them solely for Your archival purposes and You ensure that they are used solely by the Named User(s) to reinstall the Product if ever necessary.

11. Term & Termination

The term of this License will begin on the date of purchase or on the date You obtain Your License Key, 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, whichever comes first. Upon the termination of this License You must remove and destroy all copies of the Product and any part of the Product, including but not limited to installed copies and backup copies. All provisions of this License, with the exception of sections "Grant of License to Use", "Grant of License to Distribute Redistributables", "Support & Maintenance" and "Backup Copies", shall remain in force even after any termination.

12. Limited Warranty

Noemax warrants to the original purchaser of the Product that the Product will perform substantially in accordance with its documentation for a period of ninety (90) 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 ninety (90) day warranty period and produce a dated proof of purchase, 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. Noemax does not provide any warranty of any kind (a) to anyone other than You, or (b) if You obtained the Product free of charge, or (c) if You did not obtain the Product from Noemax or a Noemax authorized distributor.

13. Disclaimers

Except for the limited 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 provides no assurances that the Product does not infringe patents or other intellectual property rights of any third party. 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.

14. 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 individual or 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.

15. Marketing

You agree to be identified as a customer of Noemax and that Noemax may refer to You by name, trade name and trademark and You hereby grant Noemax a license to use Your name, trade name and trademark solely in connection with the rights granted to Noemax under this "Marketing" section. If You do not wish to grant Noemax any rights under this "Marketing" section, You must notify Noemax in writing within thirty (30) days from the date of purchase or from the date You obtain Your License Key, whichever comes first.

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 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, and supersedes in their entirety any and all prior agreements, license exemptions, purchase orders, understandings and other communications, whether written or oral. This License 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_06_10