FRANZ SOFTWARE LICENSE AGREEMENT

This is a legal agreement between you, the end user, and Franz Inc. By opening the seal on the enclosed CD-ROM case, you are agreeing to be bound by the terms of this agreement. If you do not agree to the terms of this agreement, promptly return the unopened case and the accompanying items to your place of purchase for a full refund. No refund will be paid if this case has been opened.

LICENSE

Franz Inc. hereby grants you a non-exclusive, non-transferable license to use the enclosed copy of each program and accompanying documentation which you have purchased from Franz Inc., as set forth below. You may:

a. use the program, for your application development purposes only, on the type and capacity of computer for which you have purchased a license, provided you use the program on only one computer at a time;

b. use the documentation only in support of use of the program authorized in paragraph a. above; and

c. make one copy of the program for backup purposes only, provided you reproduce all copyright and other proprietary notices on the copy.

Franz Inc. retains ownership of the enclosed program and accompanying documentation, and each copy thereof, which are protected by United States copyright law and international treaty provisions. This license grants you certain rights to use the program; it is not a sale. No rights are granted to any programs or documentation on this CDROM which you have not purchased.

RESTRICTIONS

You may not:

a. use the program in a network or a multi-user system in which more than one user uses or has access to the program at any one time;

b. alter, modify, translate, reverse engineer, decompile, disassemble or copy (except for the program backup copy) the program or the accompanying documentation;

c. loan, rent, sub-license, or otherwise transfer the program or the documentation;

d. transfer or sublicense any of your rights hereunder;

e. permit any third party to gain access to the program or documentation;

f. attempt to gain access to any software or documentation on the CD-ROM other than the programs or documentation for which you have purchased a key from Franz Inc;

g. distribute or use ("deploy") applications developed using the program without a proper runtime license

h. if you have purchased an "Academic" license, use the program for any commercial purpose; or

i. share the "license file" (supplied to permit unlocking of licensed programs).

Unauthorized copying of the program or the accompanying documentation, or failure to comply with the above restrictions, will result in the automatic termination of this license and will make available to Franz Inc. other legal remedies.

NON-COMMERCIAL REDISTRIBUTION RIGHTS FOR THE LICENSEE OF THE ENTERPRISE OR ENTERPRISE PLATINUM EDITIONS OF ALLEGRO CL

The rights detailed in this section apply only to the Enterprise and Enterprise Platinum Editions of Allegro CL. The Professional Edition of Allegro CL does not permit you to create runtime applications.

Creating your application for distribution or deployment is only permitted using the generate-application function called with the image-only argument nil (Unix and Windows) and, on Windows only, Fileç Build Project distribution menu command or build-project function called with exe-only specified nil. You must utilize one of the functions stated above (hereafter collectively referred to as "Generate Application") to deliver or deploy your application.

Franz Inc. permits you to distribute or deploy your application packaged as a standard runtime image using Generate Application (subject to the restrictions below in this section) for 12 months after you purchase the license for the Enterprise or Enterprise Platinum Edition of Allegro CL, and thereafter you may continue to distribute or deploy if you renew your Enterprise or Enterprise Platinum Edition of Allegro CL annually (please refer to section 9(d) of the Source Code and Support Addendum). If you do not renew, then you no longer have this right to distribute or deploy.

Specifically, the above permission grants you a non-exclusive, non-transferable, royalty-free right to reproduce and distribute or deploy your application as a standard runtime application created by Generate Application provided that you:

  1. distribute or deploy a standard runtime application, as authorized in clause (7) below, which provides a substantial functionality above and beyond the standard runtime function in Allegro CL;
  2. do not derive any financial benefit or commercial value, or authorize or permit any third party to derive any direct financial benefit or commercial value, in each case directly or indirectly, from such distribution or deployment. (To commercially distribute or deploy copies of your application created by Generate Application for financial benefits, please contact Franzҳ sales department to purchase a separate runtime distribution or deployment license.) Without limitation, you may not:
    1. use your application for any commercial purposes or direct or indirect financial benefit (including without limitation using the application to support commercial activities, or using the application in a commercial website), or
    2. license, rent, or otherwise distribute or deploy your application, directly or indirectly, for a fee or other direct or indirect financial benefit, or
    3. distribute or deploy your application with related or bundled software or other products for a fee or other direct or indirect financial benefit, or
    4. use your application to facilitate the sale or provision of products or services (including related consulting services, support or maintenance fees, or unrelated products or services) for a fee or other direct or indirect financial benefit;
  3. do not use Franz Inc. name, logo, or trademarks to identify or market your software product;
  4. include the Franz Inc. copyright notice for the program on your product label and as part of the sign-on message for your software product;
  5. agree to indemnify, hold harmless, and defend Franz Inc. from and against any claims or lawsuits, including attorneys' fees, that arise or result from the use, reproduction or distribution of your software product;
  6. are solely responsible to anyone receiving such copies for any support, service, upgrades or technical or other assistance, and such recipients will have no right to contact Franz Inc. for such services or assistance;
  7. agree that the permission granted herein is solely for the purpose of using a standard runtime application created by Generate Application to execute specific-purpose application programs written using an authorized copy of the Enterprise or Enterprise Platinum Editions of Allegro CL, and you are not authorized to include any files or documentation in the Allegro CL program in any product that is generally competitive with Allegro CL as defined by Franz Inc.; and
  8. in distributing your application, (i) prohibit each recipient of the application from reverse engineering, decompiling, or disassembling the application; (ii) prohibit each recipient of the application from using or distributing the application for commercial purposes (as defined herein above); and (ii) specify that Franz shall not be liable to the recipient for any general, special, direct, indirect, consequential, incidental, or other damages.

LIMITED WARRANTY AND DISCLAIMER

Franz Inc. warrants that, for a period of sixty (60) days from the date of delivery to you, as evidenced by a copy of your receipt, (i) the product is free of significant errors in the software that would render it unusable, and (ii) the product is free of defects in materials or workmanship. Franz Inc.'s entire liability and your exclusive remedy under this warranty (which is subject to your returning the product to Franz Inc. or an authorized dealer with a copy of our receipt) will be, at Franz Inc.'s option and as applicable, to replace defective materials, to remedy demonstrable and significant program errors within a reasonable period of time, to replace the program with functionally equivalent software, or, at Franz Inc.'s option, to refund the purchase price and terminate this agreement.

EXCEPT FOR THE ABOVE EXPRESS LIMITED WARRANTIES, FRANZ INC. AND ITS SUPPLIERS MAKE AND YOU RECEIVE NO WARRANTY, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND FRANZ INC. SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTY OF MERCHANTABILITY, SATISFACTORY QUALITY, NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. FRANZ INC. DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE PROGRAM WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION OF THE PROGRAM WILL BE UNINTERRUPTED OR ERROR FREE.

SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS. YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE.

LIMITATION OF LIABILITY

FRANZ INC.'S AND ITS SUPPLIERS' AGGREGATE LIABILITY ARISING OUT OF THIS AGREEMENT WILL BE LIMITED TO A REFUND BY FRANZ OF THE PRICE PAID FOR THE PROGRAM. IN NO EVENT WILL FRANZ INC. OR ITS SUPPLIERS BE LIABLE FOR LOSS OF DATA, LOST PROFITS, COST OF SUBSTITUTE PRODUCTS OR SERVICES, OR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL OR INDIRECT DAMAGES ARISING FROM THE USE OF THE PROGRAM OR ACCOMPANYING DOCUMENTATION OR OTHERWISE ARISING OUT OF THIS AGREEMENT, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY. THIS LIMITATION WILL APPLY EVEN IF FRANZ INC. OR ITS SUPPLIERS OR AN AUTHORIZED DEALER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. YOU ACKNOWLEDGE THAT THE LICENSE FEE REFLECTS THIS ALLOCATION OF RISK. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

GOVERNMENT USE

You hereby acknowledge that the program and related documentation are "commercial computer software" provided in accordance with FAR 12.212 and DFARS 227.7202 and are, therefore, subject to Franz Inc.'s standard licensing terms therefor.

 

GENERAL

This agreement will be governed by the laws of the State of California, without reference to conflict of laws principles. This agreement is the entire agreement between Franz Inc. and you and supersedes any other communications or advertising with respect to the program and accompanying documentation. If any provision of this agreement is held invalid, the remainder of this agreement shall continue in full force and effect.

If you have any questions concerning this agreement, or otherwise wish to contact Franz Inc., email to: info@franz.com, or write to: CUSTOMER SERVICE, FRANZ INC., 555 12th St., Suite 1450 Oakland, CA 94607.

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