AgileCms.Net Developer Edition Content Management System

End-User License Agreement

(Last updated July 11, 2009)

By downloading, installing or otherwise using the product identified above and/or its related materials, you agree to be bound by the terms and conditions of this License Agreement. You must check the box "I have read and agree to the License Agreement" in order to be permitted to use the product.

IMPORTANT — READ CAREFULLY: This license agreement ("LICENSE") is a legal agreement between you (either an individual or a single entity, also referred to as "LICENSEE", "YOU") and INTERTECH C&D LTD, ("INTERTECH"), for the software containing this LICENSE which may also include the software’s source code, associated media, printed materials, and "online" or electronic documentation (collectively referred to as "SOFTWARE").

Any earlier license we may have granted to you for the use of earlier versions of the SOFTWARE is replaced by this LICENSE.

DEFINITIONS

• CMS User/User seat - an individual user who has access to the administrative (content management) capabilities of the SOFTWARE through a unique username and password.
• Site visitor - an individual who can access only the public (published) part of web-sites, created with the SOFTWARE. Such users do not have username and password for access to the administrative capabilities of the SOFTWARE.
• Support Incident - A support incident is defined as a single support issue with the SOFTWARE and the reasonable effort required for resolving it. A single support incident is a support problem, which cannot be broken down into secondary issues. A single support incident may involve several e-mails and offline work in order to be resolved. The Customer needs to provide INTERTECH with detailed information about the problem encountered. Even though INTERTECH Support Engineers will make reasonable efforts to resolve the issue, INTERTECH does not guarantee that all problems will be resolved. All bug reports and product feature suggestions are not considered support incidents.
• Development Machine - a computer used for custom development, staging, or testing of the SOFTWARE, before it is deployed on the Production Server.
• Production Server – a computer used for the final deployment of the SOFTWARE.

SOFTWARE PRODUCT LICENSE

The SOFTWARE is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties and contains confidential information and trade secrets. The SOFTWARE is licensed to you, not sold. INTERTECH retains ownership of the copy of the SOFTWARE in your possession, and all copies you may be licensed to make. INTERTECH also retains all rights not expressly granted to you in this LICENSE.

I. GRANT OF LICENSE

INTERTECH hereby grants to you, and you accept, a LICENSE to install, copy and use the SOFTWARE only as authorized below.

1. AgileCms.Net Developer Edition Trial License:

You are granted a LICENSE for evaluation purposes only. You are authorized to install, copy, and use the SOFTWARE for the sole purpose of testing its functionality. You are not allowed to use it for any commercial purpose.

The AgileCms.Net Developer Edition Trial LICENSE is perpetual and works without license keys. The Trial LICENSE allows you to use the SOFTWARE on any development machine under the “localhost” location for evaluation purposes only. When SOFTWARE is deployed on a production server a trial message displays that will be disabled once you purchase a license for the Developer Edition and create a license key for your domain.

Included Support: INTERTECH guarantees response within 72 hours to your support inquiries. As part of your LICENSE you are entitled to receive technical support for up to 3 support incidents.

2. AgileCms.Net Developer Edition Domain License:

The AgileCms.Net Domain LICENSE allows you to use the SOFTWARE for 1 website url location, subdomains and subfolders will require a separate LICENSE (i.e. by registering a key for mysite.com, you will be able to use it only for http://mysite.com and http://www.mysite.com, subdomains and subfolders like http://support.mysite.com or http://mysite.com/support will not be licensed). There is no limitation to the number of production servers that the SOFTWARE will be deployed to.

To facilitate the development process, INTERTECH allows you to deploy the SOFTWARE on your testing and development servers and access your applications via the ”localhost” url.

There is no limitation to the number of CMS User accounts.

Included Support: INTERTECH guarantees response within 48 hours to your support inquiries. As part of your LICENSE you are entitled to receive unlimited number of support incidents.

2-1. Source Code

As part of this LICENSE you are granted the right to view and modify the SOFTWARE's source code only as authorized below:

·         The SOFTWARE's source code cannot be used as a basis of development of derivative works or other software products.

·         INTERTECH DOES NOT provide technical support for modified source code.

·         The SOFTWARE’s source code is provided "AS IS".

·         In the event you develop any modifications of the SOFTWARE, either independently or jointly with INTERTECH, you hereby grant to INTERTECH a worldwide, irrevocable, perpetual, fully paid–up, unlimited license under any and all intellectual property rights you have in such modifications, to use, disclose, modify, reproduce, license, sublicense, distribute, commercialize and to otherwise freely exploit such modifications, directly or indirectly, without restriction of any kind.

All individuals employed by or belonging to your entity agree to expend every effort to apply to this agreement. You agree to assume full responsibility for such employees’ or contractors’ use of the SOFTWARE. These obligations shall not apply to any information generally available to the public, independently developed or obtained without reliance on INTERTECH information, or approved in writing for release by INTERTECH without restriction.

II. DESCRIPTION OF OTHER RIGHTS AND LIMITATIONS

You are not allowed to use the SOFTWARE as a whole, or any of its comprising elements, as a basis for creation of another software product.

You are not allowed to use individually the software components comprising the SOFTWARE, but only as an integral part of the SOFTWARE.

You are not allowed to disassemble, decompile or "unlock", decode or otherwise reverse translate or engineer, or attempt in any manner to reconstruct or discover any source code or underlying algorithms of the SOFTWARE provided in object code form only.

You are not allowed to use, copy, modify, or merge copies of the SOFTWARE or any accompanying documents except as permitted in this LICENSE.

The SOFTWARE may not be distributed for use with solutions or PACKAGED PRODUCTS other than those developed by you.

You are not allowed to resell, transfer, rent, lease, or sublicense the SOFTWARE and your associated rights, other than to sublicense to end users the nonsublicensable, nontransferable right to use the SOFTWARE under the licensed url in object code form as part of your solution. Under no circumstances shall you grant further redistribution rights to the end–users of your solution.

You may not use the INTERTECH product names, logos or trademarks to market your SERVICES or IMPLEMENTATIONS related to the SOFTWARE without the express prior consent of INTERTECH.

You agree to indemnify, hold harmless, and defend INTERTECH and its resellers from and against any and all claims or lawsuits including attorney's fees that arise or result from the use or distribution of your software product.

Independent software vendors involved in the development, maintenance and publication of .NET components are not allowed to use the SOFTWARE without the express permission of INTERTECH.

III. DELIVERY

INTERTECH shall deliver to LICENSEE a master copy of the SOFTWARE licensed hereunder in electronic format only. Documentation shall also be provided in electronic format.

IV. UPGRADES

The AgileCms.Net Developer Edition Domain LICENSE entitles the LICENSEE to receive all version updates, patches, and bug-fixes released for a period of 1 (one) year after the day of purchase. SOFTWARE labeled as an upgrade replaces and/or supplements (and may disable) the product that formed the basis for your eligibility for the upgrade. You may use the resulting upgraded product only in accordance with the terms of this LICENSE.

V. TERMINATION

This LICENSE shall last as long as you use the SOFTWARE in compliance with this LICENSE. INTERTECH may terminate this LICENSE if you fail to comply with any of the terms and conditions herein. In such event you agree to remove and destroy all copies of the SOFTWARE and any applicable source code.

INTERTECH reserves the right to discontinue at any time any product, whether it is offered individually or as a part of a product suite. However, INTERTECH will fulfill any contractual obligations to provide support for discontinued products that exist as of the date of discontinuation.

VI. COPYRIGHT

All title and copyrights in and to the SOFTWARE (excluding the software modules listed below), the accompanying materials, and any copies of the SOFTWARE, and any trademarks or service marks of INTERTECH are owned by INTERTECH. All title and intellectual property rights in and to the content that may be accessed through use of the SOFTWARE is the property of the respective content owner and may be protected by applicable copyright or other intellectual property laws and treaties. All error corrections, bug fixes, patches, updates or other modifications shall be the sole property of INTERTECH.

The SOFTWARE includes derivate works based on the software products listed below. INTERTECH has rights to redistribute these modules; however the intellectual property for these products remains with their respective publishers:

• (a) “Telerik RadControls for ASP.NET AJAX”

VII. LIMITED WARRANTY

INTERTECH does not warrant the use of the SOFTWARE will be uninterrupted or error free at all times and in all circumstances, nor that program errors will be corrected. This limited warranty shall not apply to any error or failure resulting from (i) machine error, (ii) LICENSEE's failure to follow operating instructions, (iii) negligence or accident, or (iv) modifications to the SOFTWARE by any person or entity other than INTERTECH. In the event of a breach of warranty, LICENSEE 's sole and exclusive remedy, is repair of all or any portion of the SOFTWARE. If such remedy fails of its essential purpose, LICENSEE 's sole remedy and INTERTECH's maximum liability shall be a refund of the paid purchase price for the defective SOFTWARE only. This limited warranty is only valid if INTERTECH receives written notice of breach of warranty no later than thirty (30) days after the warranty period expires. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS LICENSE, INTERTECH DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF TITLE, NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

VIII. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL INTERTECH BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE THE PRODUCT, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES, EVEN IF ADVISED OF THE POSSIBILITY THEREOF, AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED. IN ANY CASE, INTERTECH'S ENTIRE LIABILITY UNDER ANY PROVISION OF THIS AGREEMENT SHALL NOT EXCEED IN THE AGGREGATE THE SUM OF THE LICENSE FEES LICENSEE PAID TO INTERTECH FOR THE PRODUCT GIVING RISE TO SUCH DAMAGES, NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS EXCLUSION AND LIMITATION MAY NOT BE APPLICABLE. INTERTECH IS NOT RESPONSIBLE FOR ANY LIABILITY ARISING OUT OF CONTENT PROVIDED BY LICENSEE OR A THIRD PARTY THAT IS ACCESSED THROUGH THE PRODUCT AND/OR ANY MATERIAL LINKED THROUGH SUCH CONTENT. ANY DATA INCLUDED IN A PRODUCT UPON SHIPMENT FROM INTERTECH IS FOR TESTING USE ONLY AND INTERTECH HEREBY DISCLAIMS ANY AND ALL LIABILITY ARISING THEREFROM. THE EXTENT OF INTERTECH'S LIABILITY FOR THE LIMITED WARRANTY SECTION SHALL BE AS SET FORTH THEREIN.

IX. MISCELLANEOUS

The Uniform Computer Information Transactions Act and the United Nations Convention on the International Sale of Goods shall not apply to this Agreement. If any provision of this LICENSE is to be held unenforceable, such holding will not affect the validity of the other provisions hereof. Failure of a party to enforce any provision of this LICENSE shall not constitute or be construed as a waiver of such provision or of the right to enforce such provision.

This License represents the entire understanding between the parties with respect to its subject matter.

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, THAT YOU UNDERSTAND THIS AGREEMENT, AND UNDERSTAND THAT BY CONTINUING THE INSTALLATION OF THE SOFTWARE PRODUCT, BY LOADING OR RUNNING THE SOFTWARE PRODUCT, OR BY PLACING OR COPYING THE SOFTWARE ONTO YOUR COMPUTER HARD DRIVE, YOU AGREE TO BE BOUND BY THIS AGREEMENT'S TERMS AND CONDITIONS. YOU FURTHER AGREE THAT, EXCEPT FOR WRITTEN SEPARATE AGREEMENTS BETWEEN INTERTECH AND YOU, THIS AGREEMENT IS A COMPLETE AND EXCLUSIVE STATEMENT OF THE RIGHTS AND LIABILITIES OF THE PARTIES.