KADEIX SOFTWARE END-USER LICENSE AGREEMENT
YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT BY INSTALLING, COPYING, OR OTHERWISE USING THE SOFTWARE. IF YOU DO NOT AGREE, DO NOT INSTALL, COPY, OR USE THE SOFTWARE.
IMPORTANT—READ CAREFULLY: This End-User License Agreement (“EULA”) is a legal
agreement between you (either an individual or a single entity) and Kadeix
(“Kadeix”) for the software that accompanies this EULA, which includes computer
software and may include associated media, printed materials, “online” or electronic
documentation, as well as Internet-based and/or Managed Services (“Software”). An amendment or addendum to this EULA may accompany the Software.
KADEIX SOFTWARE LICENSE
1. GRANT OF LICENSE. Kadeix grants you the rights described in this EULA,
provided that you comply with all terms and conditions of this EULA.
1.1 General License Grant. Kadeix grants to you as an individual, a personal, non-exclusive license to use the Software, and to make and use copies of the Software for the
purposes of designing, developing, testing, and demonstrating your software product(s),
provided that you are the only individual using the Software. If you are an entity, Kadeix grants to you a personal, non-exclusive license to use the Software, and to make and use copies of the Software, provided that for each individual using the Software within your organization, you have acquired a separate and valid license for each such individual.
1.2 Documentation. You may make and use an unlimited number of copies of any
documentation, provided that such copies shall be used only for personal purposes and are not
to be republished or distributed (either in hard copy or electronic form) beyond your premises.
1.3 Storage/Network Use. You may also store or install a copy of the Software on a
storage device, such as a network server, used only to install or run the Software on computers
used by licensed end users in accordance with Section 1.1. A single license for the Software may not be shared or used concurrently by multiple end users.
1.4 AVTL/Kirigami/KirigamiDX/Kadeix Framework—Effect of EULA. As a suite of development tools and other
Kadeix software programs (each such tool or software program, a “Component”),
Components that you receive as part of the Software may include separate end-user license
agreements (each, a “Component EULA”). Except as provided in Section 4 (“Prerelease Code”), in the event of inconsistencies between this EULA and any Component EULA, the terms of this
EULA shall control. The Software may also contain third-party software programs and/or libraries. Any such software is provided for your use as a convenience and your use is subject to the terms and conditions of any license agreement contained in that software or library.
2. ADDITIONAL LICENSE RIGHTS — REDISTRIBUTABLE CODE. In addition to the
rights granted in Section 1, certain portions of the Software, as described in this Section 2, are
provided to you with additional license rights. These additional license rights are conditioned
upon your compliance with the distribution requirements and license limitations described in
2.1 Sample Code. Kadeix grants you a limited, nonexclusive, royalty-free license
to: (a) use and modify the source code version of those portions of the Software identified as
“Samples” (“Sample Code”) for the sole purposes of designing, developing, and testing your software product(s), and (b) reproduce and distribute the Sample Code, along with any modifications thereof, in object and/or source code form. For applicable redistribution requirements for Sample Code, see Section 3.1 below.
2.2 Redistributable Code—Kadeix Framework. Kadeix grants you a limited, nonexclusive royalty-free license to reproduce and distribute the object code form of any portion of the Kadeix Framework, so long as you redistribute such content in object form and do not modify the content in any way. If you have licensed the source code to the Kadeix Framework, in addition to the rights granted in Section 1, Kadeix grants you a license to use and modify the source code for the sole purposes of designing, developing and testing your software product(s). Provided that you comply, and that you rename any files created by you that are included in the Licensee Software (defined below), Kadeix grants you a limited, non-exclusive license to reproduce and distribute the object code version of the Kadeix Framework, to include any modifications that you have made. For the purposes of this section, “modifications” shall mean enhancements to the functionality of the Kadeix Framework which cause no negative or reduction in functionality as provided in the Kadeix Framework.
3. DISTRIBUTION REQUIREMENTS AND OTHER LICENSE RIGHTS AND
LIMITATIONS. If you choose to exercise your rights under Section 2, any redistribution by
you is subject to your compliance with Section 3.1; some of the Redistributable Code has
additional limited use rights described in Section 3.2.
3.1 General Distribution Requirements.
(a) If you choose to redistribute Sample Code, or Redistributable Code (collectively, the “Redistributables”) as described in Section 2, you agree: (i) except as otherwise noted in Section 2.1 (Sample Code), to distribute the Redistributables only in object code form
and in conjunction with and as a part of a software application product developed by you that
adds significant and primary functionality to the Redistributables (“Licensee Software”);
(ii) that if the Licensee Software is distributed beyond Licensee’s premises or externally from
Licensee’s organization, to distribute the Licensee Software containing the Redistributables
pursuant to an end user license agreement (which may be “break-the-seal”, “click-wrap” or
signed), with terms no less protective than those contained in this EULA; (iv) not to use
Kadeix’s name, logo, or trademarks to market the Licensee Software; (v) to display your own valid copyright notice which shall be sufficient to protect Kadeix’s copyright in the Software;
(vi) not to remove or obscure any copyright, trademark or patent notices that appear on the
Software as delivered to you; (vii) to indemnify, hold harmless, and defend Kadeix from and
against any claims or lawsuits, including attorney’s fees, that arise or result from the use or
distribution of the Licensee Software; (viii) to otherwise comply with the terms of this EULA;
and (ix) agree that Kadeix reserves all rights not expressly granted.
You also agree not to permit further distribution of the Redistributables by your
(b) If you use the Redistributables, then in addition to your compliance with
the applicable distribution requirements described for the Redistributables, the following also
applies. Your license rights to the Redistributables are conditioned upon your not (i) creating
derivative works of the Redistributables in any manner that would cause the Redistributables in
whole or in part to become subject to any of the terms of an Excluded License; or (ii)
distributing the Redistributables (or derivative works thereof) in any manner that would cause
the Redistributables to become subject to any of the terms of an Excluded License. An
“Excluded License” is any license that requires as a condition of use, modification and/or
distribution of software subject to the Excluded License, that such software or other software
combined and/or distributed with such software be (x) disclosed or distributed in source code
form; (y) licensed for the purpose of making derivative works; or (z) redistributable at no
4. PRERELEASE CODE. Portions of the Software may be identified as prerelease code
(“Prerelease Code”). Such Prerelease Code is not at the level of performance and compatibility
of the final, generally available product offering. The Prerelease Code may not operate correctly
and may be substantially modified prior to first commercial shipment. Kadeix is not
obligated to make this or any later version of the Prerelease Code commercially available. The
grant of license to use Prerelease Code expires upon availability of a commercial release of the
Prerelease Code from Kadeix. NOTE: In the event that Prerelease Code contains a separate end-user license agreement, the terms and conditions of such end-user license agreement shall govern your use of the corresponding Prerelease Code.
5. RESERVATION OF RIGHTS AND OWNERSHIP. Kadeix reserves all rights not
expressly granted to you in this EULA. The Software is protected by copyright and other
intellectual property laws and treaties. Kadeix or its suppliers own the title, copyright, and
other intellectual property rights in the Software. The Software is licensed, not sold.
6. LIMITATIONS ON REVERSE ENGINEERING, DECOMPILATION, AND
DISASSEMBLY. You may not reverse engineer, decompile, or disassemble the Software,
except and only to the extent that such activity is expressly permitted by applicable law
notwithstanding this limitation.
7. NO RENTAL/COMMERCIAL HOSTING. You may not rent, lease, lend or provide
commercial hosting/managed services with the Software.
8. CONSENT TO USE OF DATA. You agree that Kadeix and its affiliates may collect
and use technical information gathered as part of the product support services provided to you,
if any, related to the Software. Kadeix may use this information solely to improve our
products, to provide customized services or technologies to you, and/or to monitor license and volume term compliance and will not disclose this information in a form that personally identifies you.
9. ADDITIONAL SOFTWARE/SERVICES. This EULA applies to updates, supplements,
add-on components, or Internet-based/Managed Services components, of the Software that Kadeix may provide to you or make available to you after the date you obtain your initial copy of the Software, unless we provide other terms along with the update, supplement, add-on
component, or Internet-based/Managed Services component. Kadeix reserves the right to discontinue any Internet-based/Managed services provided to you or made available to you through the use of the Software.
10.1 Upgrades. To use a version of the Software identified as an upgrade, you must
first be licensed for the software identified by Kadeix as eligible for the upgrade. After
upgrading, you may no longer use the software that formed the basis for your upgrade
10.2 Downgrades. Instead of installing and using the Software, you may install and
use copies of an earlier version of the Software, provided that you completely remove such
earlier version and install the current version of the Software within a reasonable time. Your
use of such earlier version shall be governed by this EULA, and your rights to use such earlier
version shall terminate when you install the Software.
11. NOT FOR RESALE SOFTWARE. Software identified as “Not For Resale” or “NFR,”
may not be sold or otherwise transferred for value, or used for any purpose other than
demonstration, test or evaluation.
12. EXPORT RESTRICTIONS. You acknowledge that the Software is subject to U.S. export
jurisdiction. You agree to comply with all applicable international and national laws that apply
to the Software, including the U.S. Export Administration Regulations, as well as end-user, endues and destination restrictions issued by U.S. and other governments.
13. SOFTWARE TRANSFER. The initial user of the Software may make a one-time
permanent transfer of this EULA and Software to another end user, provided the initial user
retains no copies of the Software. This transfer must include all of the Software (including all
component parts, the media and printed materials, any upgrades (including any Qualifying
Software as defined herein), this EULA, and, if applicable, the Certificate of Authenticity). The transfer may not be an indirect transfer, such as a consignment. Prior to the transfer, the end user receiving the Software must agree to all the EULA terms.
14. TERMINATION. Without prejudice to any other rights, Kadeix may terminate this
EULA if you fail to comply with the terms and conditions of this EULA. In such event, you
must destroy all copies of the Software and all of its component parts.
15. LIMITED WARRANTY FOR SOFTWARE ACQUIRED IN THE US AND CANADA.
Except for the “Redistributables,” which are provided AS IS without warranty of any kind,
Kadeix warrants that the Software will perform substantially in accordance with the
accompanying materials for a period of ninety (90) days from the date of receipt.
If an implied warranty or condition is created by your state/jurisdiction and federal or
state/provincial law prohibits disclaimer of it, you also have an implied warranty or condition,
BUT ONLY AS TO DEFECTS DISCOVERED DURING THE PERIOD OF THIS LIMITED
WARRANTY (NINETY DAYS). AS TO ANY DEFECTS DISCOVERED AFTER THE
NINETY-DAY PERIOD, THERE IS NO WARRANTY OR CONDITION OF ANY KIND.
Some states/jurisdictions do not allow limitations on how long an implied warranty or
condition lasts, so the above limitation may not apply to you. Any supplements or updates to the Software, including without limitation, any (if any) service packs or hot fixes provided to you after the expiration of the ninety day Limited Warranty period are not covered by any warranty or condition, express, implied or statutory.
LIMITATION ON REMEDIES; NO CONSEQUENTIAL OR OTHER DAMAGES. Your
exclusive remedy for any breach of this Limited Warranty is as set forth below. Except for any
refund elected byKadeix, YOU ARE NOT ENTITLED TO ANY DAMAGES,
INCLUDING BUT NOT LIMITED TO CONSEQUENTIAL DAMAGES, if the Software does
not meet Kadeix Limited Warranty, and, to the maximum extent allowed by applicable
law, even if any remedy fails of its essential purpose. The terms of “Exclusion of
Incidental, Consequential and Certain Other Damages” are also incorporated into this Limited
Warranty. Some states/jurisdictions do not allow the exclusion or limitation of incidental or
consequential damages, so the above limitation or exclusion may not apply to you. This
Limited Warranty gives you specific legal rights. You may have other rights which vary from
state/jurisdiction to state/jurisdiction. YOUR EXCLUSIVE REMEDY. Kadeix and its
suppliers’ entire liability and your exclusive remedy for any breach of this Limited Warranty or
for any other breach of this EULA or for any other liability relating to the Software shall be, at
Kadeix’s option from time to time exercised subject to applicable law, (a) return of the
amount paid (if any) for the Software, or (b) repair or replacement of the Software, that does not
meet this Limited Warranty and that is returned to Kadeix. You will receive the remedy elected by Kadeix without charge, except that you are responsible for any expenses you may incur. This Limited Warranty is void if failure of the Software has resulted from accident, abuse, misapplication, abnormal use or a virus. Any replacement Software will be warranted for the remainder of the original warranty period or thirty (30) days, whichever is longer, and Kadeix will use commercially reasonable efforts to provide your remedy within a commercially reasonable time of your compliance with Kadeix’s warranty remedy procedures. Outside the United States or Canada, neither these remedies nor any product support services offered by Kadeix are available without proof of purchase from an authorized international source.
16. DISCLAIMER OF WARRANTIES. The Limited Warranty that appears above is the
only express warranty made to you and is provided in lieu of any other express warranties or
similar obligations (if any) created by any advertising, documentation, packaging, or other
communications. EXCEPT FOR THE LIMITED WARRANTY AND TO THE MAXIMUM
EXTENT PERMITTED BY APPLICABLE LAW, KADEIX AND ITS SUPPLIERS
PROVIDE THE SOFTWARE AND SUPPORT SERVICES (IF ANY) AS IS AND WITH ALL
FAULTS, AND HEREBY DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS,
WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO,
ANY (IF ANY) IMPLIED WARRANTIES, DUTIES OR CONDITIONS OF
MERCHANTABILITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF RELIABILITY
OR AVAILABILITY, OF ACCURACY OR COMPLETENESS OF RESPONSES, OF
RESULTS, OF WORKMANLIKE EFFORT, OF LACK OF VIRUSES, AND OF LACK OF
NEGLIGENCE, ALL WITH REGARD TO THE SOFTWARE, AND THE PROVISION OF OR
FAILURE TO PROVIDE SUPPORT OR OTHER SERVICES, INFORMATION, SOFTWARE,
AND RELATED CONTENT THROUGH THE SOFTWARE OR OTHERWISE ARISING
OUT OF THE USE OF THE SOFTWARE. ALSO, THERE IS NO WARRANTY OR
CONDITION OF TITLE, QUIET ENJOYMENT, QUIET POSSESSION,
CORRESPONDENCE TO DESCRIPTION OR NON-INFRINGEMENT WITH REGARD TO
17. EXCLUSION OF INCIDENTAL, CONSEQUENTIAL AND CERTAIN OTHER
DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO
EVENT SHALL KADEIX OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL,
INCIDENTAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES
WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF
PROFITS OR CONFIDENTIAL OR OTHER INFORMATION, FOR BUSINESS
INTERRUPTION, FOR PERSONAL INJURY, FOR LOSS OF PRIVACY, FOR FAILURE TO
MEET ANY DUTY INCLUDING OF GOOD FAITH OR OF REASONABLE CARE, FOR
NEGLIGENCE, AND FOR ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER)
ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE
THE SOFTWARE, THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT OR
OTHER SERVICES, INFORMATION, SOFTWARE, AND RELATED CONTENT
THROUGH THE SOFTWARE OR OTHERWISE ARISING OUT OF THE USE OF THE
SOFTWARE, OR OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION
OF THIS EULA, EVEN IN THE EVENT OF THE FAULT, TORT (INCLUDING
NEGLIGENCE), MISREPRESENTATION, STRICT LIABILITY, BREACH OF CONTRACT
OR BREACH OF WARRANTY OF KADEIX OR ANY SUPPLIER, AND EVEN IF
KADEIX OR ANY SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
18. LIMITATION OF LIABILITY AND REMEDIES. NOTWITHSTANDING ANY
DAMAGES THAT YOU MIGHT INCUR FOR ANY REASON WHATSOEVER
(INCLUDING, WITHOUT LIMITATION, ALL DAMAGES REFERENCED HEREIN AND
ALL DIRECT OR GENERAL DAMAGES IN CONTRACT OR ANYTHING ELSE), THE
ENTIRE LIABILITY OF KADEIX AND ANY OF ITS SUPPLIERS UNDER ANY
PROVISION OF THIS EULA AND YOUR EXCLUSIVE REMEDY HEREUNDER (EXCEPT
FOR ANY REMEDY OF REPAIR OR REPLACEMENT ELECTED BY KADEIX WITH
RESPECT TO ANY BREACH OF THE LIMITED WARRANTY) SHALL BE LIMITED TO
THE GREATER OF THE ACTUAL DAMAGES YOU INCUR IN REASONABLE RELIANCE
ON THE SOFTWARE UP TO THE AMOUNT ACTUALLY PAID BY YOU FOR THE
SOFTWARE OR US$5.00. THE FOREGOING LIMITATIONS, EXCLUSIONS AND
DISCLAIMERS (INCLUDING SECTIONS 17, 18, AND 19) SHALL APPLY TO THE
MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS
ITS ESSENTIAL PURPOSE.
19. U.S. GOVERNMENT LICENSE RIGHTS. All Software provided to the U.S. Government pursuant to solicitations issued on or after December 1, 1995 is provided with the
commercial license rights and restrictions described elsewhere herein. All Software provided to
the U.S. Government pursuant to solicitations issued prior to December 1, 1995 is provided with
“Restricted Rights” as provided for in FAR, 48 CFR 52.227-14 (JUNE 1987) or DFAR, 48 CFR
252.227-7013 (OCT 1988), as applicable.
20. APPLICABLE LAW. If you acquired this Software in the United States, this EULA is
governed by the laws of the State of New York. If you acquired this Software in Canada,
unless expressly prohibited by local law, this EULA is governed by the laws in force in the
Province of Ontario, Canada; and, in respect of any dispute which may arise hereunder, you
consent to the jurisdiction of the federal and provincial courts sitting in Toronto, Ontario. If you
acquired this Software in the European Union, Iceland, Norway, or Switzerland, then local law
applies. If you acquired this Software in any other country, then local law may apply.
21. VISUAL DATA MAPS. Although Visual Data Maps are saved in an XML format, they should not be edited in any way outside of the Kirigami-DX Designer or other Kadeix supported method. Doing so may void any warranty, remedy or support authorized or provided by Kadeix at their sole discretion.
22. ENTIRE AGREEMENT; SEVERABILITY. This EULA (including any addendum or
amendment to this EULA which is included with the Software) are the entire agreement
between you and Kadeix relating to the Software and the support services (if any) and they
supersede all prior or contemporaneous oral or written communications, proposals and
representations with respect to the Software or any other subject matter covered by this EULA.
To the extent the terms of any Kadeix policies or programs for support services conflict with
the terms of this EULA, the terms of this EULA shall control. If any provision of this EULA is
held to be void, invalid, unenforceable or illegal, the other provisions shall continue in full force
The following KADEIX GUARANTEE applies to you if you acquired this Software in
any other country:
Statutory rights not affected – The following guarantee is not restricted to any territory and does not affect any statutory rights that you may have from Kadeix if you acquired the Software directly from Kadeix. If you acquired the Software or any support services in Australia, New Zealand or Malaysia, please see the “Consumer rights” section below.
The guarantee – The Software is designed and offered as a general-purpose software, not for any user’s particular purpose. You accept that no Software is error free and you are strongly
advised to back-up your files regularly. Provided that you have a valid license, Kadeix
guarantees that a) for a period of 90 days from the date of receipt of your license to use the
Software or the shortest period permitted by applicable law it will perform substantially in
accordance with the written materials that accompany the Software; and b) any support services
provided by Kadeix shall be substantially as described in applicable written materials
provided to you by Kadeix and Kadeix support engineers will use reasonable efforts, care and skill to solve any problem issues. In the event that the Software fails to comply with this guarantee, Kadeix will either (a) repair or replace the Software or (b) return the price you paid. This guarantee is void if failure of the Software results from accident, abuse or
mis-application. Any replacement Software will be guaranteed for the remainder of the original
guarantee period or 30 days, whichever period is longer. You agree that the above guarantee is
your sole guarantee in relation to the Software and any support services.
Exclusion of All Other Terms – To the maximum extent permitted by applicable law and subject to the guarantee above, Kadeix disclaims all warranties, conditions and other terms, either express or implied (whether by statute, common law, collaterally or otherwise) including but not limited to implied warranties of satisfactory quality and fitness for particular purpose with
respect to the Software and the written materials that accompany the Software. Any implied
warranties that cannot be excluded are limited to 90 days or to the shortest period permitted by
applicable law, whichever is greater.
Limitation of Liability – To the maximum extent permitted by applicable law and except as
provided in the Kadeix Guarantee, Kadeix and its suppliers shall not be liable for any
damages whatsoever (including without limitation, damages for loss of business profits,
business interruption, loss of business information or other pecuniary loss) arising out of the
use or inability to use the Software, even if Kadeix has been advised of the possibility of such damages. In any case Kadeix’s entire liability under any provision of this Agreement shall be limited to the amount actually paid by you for the Software. These limitations do not apply to any liabilities that cannot be excluded or limited by applicable laws.
Consumer rights – Consumers in Australia, New Zealand or Malaysia may have the benefit of
certain rights and remedies by reason of the Trade Practices Act and similar state and territory
laws in Australia, the Consumer Guarantees Act in New Zealand and the Consumer Protection
Act in Malaysia in respect of which liability cannot lawfully be modified or excluded. If you
acquired the Software in New Zealand for the purposes of a business, you confirm that the
Consumer Guarantees Act does not apply. If you acquired the Software in Australia and if
Kadeix breaches a condition or warranty implied under any law which cannot lawfully be
modified or excluded by this agreement then, to the extent permitted by law, Kadeix’s
liability is limited, at Kadeix’s option, to: (i) in the case of the Software: a) repairing or
replacing the Software; or b) the cost of such repair or replacement; and (ii) in the case of
support services: a) re-supply of the services; or b) the cost of having the services supplied
Should you have any questions concerning this EULA, or if you desire to contact Kadeix for
any reason, please use the address information enclosed in this Software to contact the
Kadeix office serving your country or visit Kadeix at https://www.kadeix.com.