ActivePatch License Agreement
This License Agreement is a legal agreement between you, either as an individual or a single entity ("Developer"), and Catalyst Development Corporation ("Catalyst") for the software product identified as "ActivePatch". The Software Product includes executable programs, redistributable modules, controls, and dynamic link libraries ("Components" or "Software Components"), electronic documentation, and may include associated media and printed materials.
Installing this Software Product on to a hard disk or any other storage device of a computer, or loading any of the Components into the memory of any computer, constitutes use of the Software and shall acknowledge your acceptance of the terms and conditions of this License Agreement and your agreement to be bound thereby.
1. GRANT OF LICENSE
Catalyst Development grants you as an individual, a personal, non-exclusive, non-transferable license to install the Software Product using an authorized serial number. If you are an entity, Catalyst grants you the right to appoint an individual within your organization to use and administer the Software Product subject to the same restrictions enforced on individual users. You may not network the Software or otherwise use it on more than one workstation or computer at the same time. Contact Catalyst for more information regarding multi-developer site licensing.
You may install the Software Product on one or more workstations or computers expressly for the purposes of evaluating the performance of the Software for a period of no more than thirty (30) days. If continued use of the Software is desired after the evaluation period has expired, then the Software Product must be purchased and/or registered with Catalyst Development for each developer. The Software Product must be removed from all unregistered workstation(s) or computer(s) after the evaluation period has expired. You acknowledge that there is no product evaluation period available for Software source code.
2. COPYRIGHT
Except for the licenses granted by this agreement, all right, title, and interest in and to the Software Product (including, but not limited to, all copyrights in any executable programs, modules, controls, libraries, electronic documentation, text and example programs), any printed materials and copies of the Software Product are owned by Catalyst Development. The Software Product is protected by copyright laws and international treaty provisions. Therefore you must treat the Software Product like any other copyrighted material except that you may (a) make one copy of the Software solely for backup or archival purposes, or (b) transfer the Software to a single hard disk, provided you keep the original solely for backup or archival purposes. You may not copy any printed materials that may accompany the Software Product.
3. REDISTRIBUTION
a) In addition to the rights granted in Section 1, Catalyst Development grants you the right to use and modify the source code version of those portions of the Software designated as "sample code" for the sole purposes of designing, developing, and testing your software product(s), and to reproduce and distribute the sample code, along with any modifications thereof, only in object code form, provided that you comply with Section 3.c.
b) In addition to the rights granted in Section 1, Catalyst Development grants you a non-exclusive, royalty-free right to reproduce and distribute the object code version of any portion of the Software Product, along with any modifications thereof, in accordance with the above stated conditions.
c) If you redistribute the sample code or redistributable components, you agree to: (i) distribute the redistributables in object code only, in conjunction with and as a part of a software application product developed by you which adds significant and primary functionality to the Software; (ii) not use Catalyst Development's name, logo, or trademarks to market your software application product; (iii) include a valid copyright notice on your software product ; (iv) indemnify, hold harmless, and defend Catalyst Development from and against any claims or lawsuits, including attorney's fees, that arise or result from the use or distribution of your software application product; (v) not permit further distribution of the redistributables by your end user.
4. SOURCE CODE
If you obtain a license to any of the Software’s source code (also referred to as "Software" for the purposes of this entire agreement) neither the source code nor modified source code may be distributed by you to any third party under any circumstances. The Software source code must be protected as you would your own and you expressly and unequivocally agree to be bound by the acts of your employees and agents and the terms of the TRADE SECRETS AND CONFIDENTIALITY section below.
a) Catalyst Development retains all right, title and interest in and to the Software Product source code. Licensing of the Software source code does not constitute a transfer of ownership under the terms of this agreement, and the Software remains owned and copyrighted by Catalyst Development.
b) The Software source code may only be installed on a single computer for use by a single developer. If you are an entity, Catalyst Development grants you the right to appoint an individual within your organization to use and administer the Software source code subject to the same restrictions enforced on individual users.
c) You may modify the Software source code, however such modifications do not constitute ownership of the source code. Modifications to the Software source code may not be sold, transferred or published in any manner whatsoever.
d) You may redistribute object code only, in conjunction with and as a part of a software application product developed by you which adds significant and primary functionality to the Software. You may not use the Software source code to create a library, control or component, or a collection of components, for distribution as a product. You may not redistribute the original or modified Software source code.
e) You acknowledge that the Software source code is licensed "AS-IS", without warranty of any kind, and agree that Catalyst Development is under no obligation to provide technical support for any original or modified Software source code. You further acknowledge that Catalyst Development may modify the Software source code in the future and is not required to provide you with those modifications under the terms of this agreement.
5. TRADE SECRETS AND CONFIDENTIALITY
a) The Software contains information or material which is proprietary to Catalyst Development ("Confidential Information"), which is not generally known other than by Catalyst, and which you may obtain knowledge of through, or as a result of the relationship established hereunder with Catalyst. Without limiting the generality of the foregoing, Confidential Information includes, but is not limited to, the following types of information, and other information of a similar nature (whether or not reduced to writing or still in development): designs, concepts, ideas, inventions, specifications, techniques, discoveries, models, data, source code, object code, documentation, diagrams, flow charts, research, development, methodology, processes, procedures, know-how, new product or new technology information, strategies and development plans (including prospective trade names or trademarks).
b) Such Confidential Information has been developed and obtained by Catalyst by the investment of significant time, effort and expense, and provides Catalyst with a significant competitive advantage in its business.
c) You agree that you shall not make use of the Confidential Information for your own benefit or for the benefit of any person or entity other than Catalyst, except for the expressed purposes described in the paragraph hereof entitled "REDISTRIBUTION", in accordance with the provisions of this Agreement, and not for any other purpose.
d) You agree to hold in confidence, and not to disclose or reveal to any person or entity, the Software, other related documentation, your product Serial Number or any other Confidential Information concerning the Software other than to such persons as Catalyst shall have specifically agreed in writing to utilize the Software for the furtherance of the expressed purposes described in the paragraph hereof entitled "REDISTRIBUTION", in accordance with the provisions of this Agreement, and not for any other purpose.
e) You acknowledge the purpose of this section entitled "TRADE SECRETS AND CONFIDENTIALITY" is to protect Catalyst Development’s ability to limit the use of the data and the Software generally to licensees, and to prevent use of Confidential Information concerning the Software by other developers or vendors of software.
6. OTHER RESTRICTIONS
You may not rent, lease or transfer the Software. You may not reverse engineer, decompile or disassemble the Software, except to the extent applicable law expressly prohibits the foregoing restriction. Without prejudice to any other rights, Catalyst Development may terminate this License Agreement if you fail to comply with the terms and conditions of the agreement. In such event, you must destroy all copies of the Software Product.
7. LIMITED WARRANTY
If within 30 days of your purchase of this software product, you become dissatisfied with the Software for any reason, you may return the software to Catalyst Development (or your dealer, if you did not purchase it directly from Catalyst) for a refund of your purchase price. To return the Software, you must contact Catalyst Development and obtain a return material authorization (RMA) number. Catalyst will not accept returns of opened or installed software without an RMA number. Returns are subject to the deduction from your purchase price of a 20% restocking fee and all shipping costs. You agree that this limited warranty does not apply to a Software source code license as specified in section 4.e.
8. NO OTHER WARRANTIES
CATALYST DISCLAIMS ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTY OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE SOFTWARE, THE ACCOMPANYING WRITTEN MATERIALS, AND ANY ACCOMPANYING HARDWARE.
9. LIMITATION OF LIABILITY
IN NO EVENT SHALL CATALYST OR ITS SUPPLIERS BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITH LIMITATION, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES OR LOST PROFITS, BUSINESS INTERRUPTION, OR OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OR INABILITY OF THIS CATALYST PRODUCT, EVEN IF CATALYST HAS BEEN ADVISED OF SUCH DAMAGES.
APART FROM THE FOREGOING LIMITED WARRANTY, THE SOFTWARE PROGRAMS ARE PROVIDED "AS-IS", WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED. THE ENTIRE RISK AS TO THE PERFORMANCE OF THE PROGRAMS IS WITH THE PURCHASER. CATALYST DOES NOT WARRANT THAT THE OPERATION OF THE PROGRAMS WILL BE UNINTERRUPTED OR ERROR-FREE. CATALYST ASSUMES NO RESPONSIBILITY OR LIABILITY OF ANY KIND FOR ERRORS IN THE PROGRAMS OR DOCUMENTATION, OF/FOR THE CONSEQUENCES OF ANY SUCH ERRORS. THE LAWS OF THE STATE OF CALIFORNIA GOVERN THIS AGREEMENT.
10. GOVERNMENT-RESTRICTED RIGHTS
U.S. Government Restricted Rights. The Software and related documentation are provided with RESTRICTED RIGHTS. Use, duplication, or disclosure by the Government is subject to the restrictions set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of the Commercial Computer Software - Restricted Rights at 48 CFR 52.227-19, as applicable. Manufacturer for such purposes is Catalyst Development Corporation, 56925 Yucca Trail #254, Yucca Valley, CA 92284
11. EXPORT CONTROLS
If the Software is for use outside the United States of America, you agree to comply with all relevant regulations, including but not limited to those, of the United States Department of Commerce and with the United States Export Administration Act to insure that the Software is not exported in violation of United States law.
12. GOVERNING LAW
This License is governed by the laws of the State of California, without reference to conflict of laws principles. The exclusive jurisdiction and venue for any action arising from or relating to this agreement shall be in a court of competent jurisdiction in San Bernardino County, California. In addition to any other relief granted the prevailing party shall be entitled to recover its attorney’s fees and costs. THE PARTIES EXPRESSLY WAIVE THE RIGHT TO A TRIAL BY JURY. The parties acknowledge that any breach of this agreement may result in irreparable harm to Catalyst Development Corporation, thereby entitling Catalyst to injunctive relief for any such breach in addition to any other rights or remedies that Catalyst may have. This Agreement is the entire agreement between you and Catalyst and supersedes any other communications or advertising with respect to the Software and documentation. If any provision of this License is held invalid, the remainder of this License shall continue in full force and effect.