Allegro CL 9.0 Agreement

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Before downloading the software, please read and agree to the following license agreement.

NOTICE TO USER: BY INSTALLING THIS SOFTWARE YOU ACCEPT ALL
OF THE FOLLOWING TERMS AND CONDITIONS AND THOSE CONTAINED IN
THE ATTACHED LICENSE AGREEMENT. PLEASE READ IT CAREFULLY.

THE ATTACHED SOFTWARE LICENSE AGREEMENT SHALL GOVERN YOUR
INSTALLATION AND USE OF THE ACCOMPANYING SOFTWARE AND SHALL
ALSO APPLY TO ANY MODIFIED VERSIONS OR UPDATES OF THE
SOFTWARE PROVIDED TO YOU BY FRANZ. IF YOU DO NOT ACCEPT OR
AGREE WITH THESE TERMS, YOU MAY NOT INSTALL OR USE THE
SOFTWARE.

THE SOFTWARE CONSISTS OF TWO PARTS - A BINARY DISTRIBUTION
CONTAINING THE ALLEGRO CL 9.0 AND ALLEGROGRAPH PERSONAL
VERSION SOFTWARE, AND THE LICENSE AGREEMENT. YOU ARE
REQUIRED TO ACCEPT THE TERMS OF THE LICENSE AGREEMENT BEFORE
YOU CONTINUE TO INSTALL THE SOFTWARE. YOU INDICATE YOUR
ACCEPTANCE OF THE LICENSE AGREEMENT BY CLICKING "I
ACCEPT" FOLLOWING THE AGREEMENT.

FRANZ SOFTWARE LICENSE AGREEMENT

This is a legal agreement between you, the end user, and
Franz Inc. ("Franz"). By clicking "I Accept" or otherwise
installing the software, you are agreeing to be bound by the
terms of this agreement.  If you do not agree to the terms
of this agreement, do not install the software and promptly
contact Franz for a full refund (if applicable).  No refund
will be paid if Franz determines the software has been
downloaded.

1. LICENSE

Franz hereby grants you a non-exclusive, non-transferable
license to use the accompanying software product known as
"Allegro CL 9.0" and accompanying documentation on the
following terms and conditions.  Allegro CL 9.0 includes an
evaluation version of Franz's "AllegroGraph"
software. The terms "software" and "program" as used in this
agreement shall include both Allegro CL 9.0 and
AllegroGraph. You may:

a. use the program, for your application development
purposes only, on the type and capacity of computer for
which you have acquired 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 retains ownership of the 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, as set forth above; it is not a sale.

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

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

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

i.if you are using an Evaluation version, use the program to
develop or provide services or products for others, develop
university-sanctioned research projects and applications or
use, distribute or copy the program within a government
environment.

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 other legal
remedies.  Franz reserves the right to audit your use of the
program.

3. NON-COMMERCIAL REDISTRIBUTION RIGHTS FOR THE LICENSEE OF
ALLEGRO CL

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,  File|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 create your application for distribution
and deployment.

For non-commercial Enterprise Edition customers (such as
those in academia or open-source community), Franz 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 a license for the Enterprise Edition of
Allegro CL, and thereafter you may continue to distribute or
deploy your application for each subsequent 12 months if you
renew your Enterprise Edition of Allegro CL prior to the end
of such 12 month period (please refer to section 9(d) of the
Source Code and Support Addendum for details on renewing
your license).  If you do not renew, then you no longer have
this right to distribute or deploy. You may not distribute
or deploy runtime applications with license(s) of the
Professional Edition of Allegro CL.

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:

a.are not a commercial, non-profit or government entity (for
such entities, please contact sales@franz.com or visit
franz.com/products/licensing for additional
requirements);

b.distribute or deploy  a standard runtime application, as
authorized in clause (g) below, which provides a substantial
functionality above and beyond the standard runtime function
in Allegro CL;

c.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 Franz's sales department to purchase a
separate runtime distribution or deployment license.)
Without limitation, you may not:

(i)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);

(ii)license, rent, or otherwise distribute or deploy your
application, directly or indirectly, for a fee or other
direct or indirect financial benefit;

(iii)distribute or deploy your application with related or
bundled software or other products for a fee or other direct
or indirect financial benefit; or

(iv)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.

d.do not use the Franz name,  logo, or trademarks to
identify or market your software product;

e.include the Franz copyright notice for the program on your
product label and as part of the sign-on message for your
software product;

f.agree to indemnify, hold harmless, and defend Franz from
and against any claims or lawsuits, including  attorneys'
fees, that arise or result from the use, reproduction or
distribution of your software product;

g.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 for such services or assistance;

h.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 Edition 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; and

i.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 (iii) specify that Franz shall not be liable to
the recipient for any general, special, direct, indirect,
consequential, incidental, or other damages.

4. NO WARRANTY FOR EVALUATION VERSION

The Evaluation version is a trial version of our product and
is licensed free of charge and without warranty. Franz
provides the program "as is," and Franz, its distributors,
suppliers and all other persons who have been involved in
the creation, production or delivery of the program,
disclaim all conditions and warranties of any kind, either
express, implied, statutory or otherwise, including but not
limited to, any conditions or implied warranties of
merchantability, satisfactory quality and fitness for a
particular purpose. The entire risk as to the results,
quality and performance of the program is with you. Franz
makes no warranty of noninfringement of the intellectual
property rights of third parties.

5. LIMITED WARRANTY AND DISCLAIMER FOR OTHER VERSIONS

Franz warrants that, for a period of sixty (60) days from
the date of receipt or download of a purchased version of
the program, as evidenced by a copy of the program's
license file, (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's entire liability and your exclusive
remedy under this warranty (which is subject to your
uninstalling  the product) will be, at Franz'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's option, to
refund the purchase price and terminate this agreement.

EXCEPT FOR THE ABOVE EXPRESS LIMITED WARRANTIES, FRANZ AND
ITS SUPPLIERS MAKE AND YOU RECEIVE NO WARRANTY, EXPRESS,
IMPLIED, STATUTORY OR OTHERWISE, AND FRANZ SPECIFICALLY
DISCLAIMS ANY IMPLIED WARRANTY OF MERCHANTABILITY,
SATISFACTORY QUALITY, NONINFRINGEMENT, OR FITNESS FOR A
PARTICULAR PURPOSE.  FRANZ 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.

6.  LIMITATION OF LIABILITY

FRANZ'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 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 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.

7. 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's standard licensing terms
therefor.

8. EXPORT CONTROLS

Neither the program, the documentation nor the underlying
information or technology may be downloaded or otherwise
exported or re-exported into (or to a national or resident
of) any country in violation of the laws and administrative
regulations of the United States relating to the control of
exports of commodities and technical data. By downloading or
using the program, you are agreeing to the foregoing and you
are representing and warranting that you are not located in,
under the control of, or a national or resident of any such
country.

9. 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 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, email to: info@franz.com,
or write to:

Franz Inc. 
Attn: Legal Department 
2201 Broadway, Suite 715
Oakland, CA 94612
510-452-2000 
510-452-0182 (fax)