License Agreement

 

IMPORTANT: READ THE FOLLOWING BEFORE PROCEEDING.   BY INSTALLING THIS SOFTWARE, YOU ACCEPT ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT AND AGREE TO ABIDE BY THEM. IF THESE TERMS AND CONDITIONS ARE NOT ACCEPTABLE TO YOU, DISCONTINUE INSTALLING THIS SOFTWARE AND RETURN IT WITHIN 10 DAYS FROM THE DATE OF PURCHASE TO THE COMPANY FROM WHICH YOU RECEIVED IT FOR A REFUND. 

 

ALCHEMY SOLUTIONS LICENSE TERMS

 

ALCHEMY SOLUTIONS, INC. ("ALCHEMY SOLUTIONS") GRANTS YOU ("CUSTOMER") A LICENSE TO USE THE ENCLOSED SOFTWARE AND DOCUMENTATION ("PROGRAMS") AS INDICATED BELOW.

 

1. EVALUATION LICENSE: (This section applies to you only if you have agreed to a limited time evaluation of the Programs. The provisions of sections 3, 4, 6, 7, 8, 9, and 10 shall apply with full effect to this Evaluation License.) Customer has accepted an evaluation period license for the Programs. Customer shall have the right to use the Programs in the operating environment identified by Alchemy Solutions and by a single user on a single designated computer. Customer may use the Programs solely for its own internal testing.   No copies shall be made without Alchemy Solutions’ prior written consent. Customer’s use of the Programs is limited to evaluation purposes for a period of thirty (30) days subject to any extension of that evaluation period by Alchemy Solutions and as evidenced in writing.   At the conclusion of the evaluation period Customer shall either (a) return the Programs and all copies to Alchemy Solutions or certify their complete deletion within Customer’s operating environment, or (b) advise Alchemy Solutions in writing that Customer agrees to enter into a Product License and pay the appropriate license fee in which case Alchemy Solutions shall provide Customer with a secure “key” or other instructions which shall enable Customer to utilize the full functionality of the Programs and Customer shall promptly apply such “key.”   Customer shall then be subject to all of the terms, Sections 2 – 10, of this Agreement and shall pay the license fee upon receipt of an invoice therefore. IN CONNECTION WITH THIS EVALUATION LICENSE ALCHEMY SOLUTIONS PROVIDES THE PROGRAMS AS-IS WITHOUT WARRANTIES OF ANY KIND AND SPECIFICALLY DISCLAIMS ALL IMPLIED, EXPRESS AND STATUTORY WARRANTIES INCLUDING THE WARRANTIES OF TITLE, FITNESS FOR A PARTICULAR PURPOSE AND MERCHANTABILITY.

 

2. PRODUCT LICENSE: Subject to all the terms and conditions of this License, Customer shall have the non-exclusive and non-transferable  right to use the Programs in the operating environment identified by Alchemy Solutions and by a single user upon a single designated computer with the number of CPU’s applicable to the license rates for which Customer has already paid. All license payments are non-refundable. Customer may make one copy of each Program for backup. No other copies shall be made without Alchemy Solutions’ prior written consent.   Customer shall have the right to use only the Programs that are specified in an ordering document.

 

3. PROHIBITED ACTIVITIES: Customer shall not: (a) remove any product identification, copyright notices, or other notices or proprietary restrictions from Programs; (b) use Programs for commercial timesharing, rental, hosting or service bureau use; (c) transfer (whether by operation or law or otherwise) , sell, assign, sublicense, distribute, or otherwise convey Programs to another party without Alchemy Solutions’ prior written consent; (d) create derivative works or cause or permit reverse engineering, disassembly, or decompilation of Programs; or (e) disclose results of any benchmark tests of any Program to any third party without Alchemy Solutions’ prior written approval. 

 

4. COPYRIGHT/OWNERSHIP OF PROGRAMS: Programs are the proprietary products of Alchemy Solutions and its licensors and are protected by copyright and other intellectual property laws. Customer acquires only the right to use Programs and does not acquire any rights, express or implied, in Programs or media containing Programs other than those specified in this License. Alchemy Solutions, or its licensor, shall at all times retain all rights, title, interest, including intellectual property rights, in Programs and media.

 

5. LIMITED WARRANTIES/EXCLUSIVE REMEDIES: Alchemy Solutions warrants that for ninety (90) days from the date of delivery to Customer: (a) the enclosed media is free of defects in materials under normal use; and (b) unmodified Programs will substantially perform functions described in documentation provided by Alchemy Solutions when operated on the designated computer and operating system. Alchemy Solutions does not warrant that: Programs will meet Customer's requirements; Programs will operate in combinations Customer may select for use; the operation of Programs will be uninterrupted or error-free, or all Program errors will be corrected. If Customer reports the Program’s non-conformance to this warranty within the ninety (90) day period, Alchemy Solutions shall, at its option, correct the non-conformance, provide Customer with a reasonable procedure to circumvent the problem, or, upon return of Programs to Alchemy Solutions by Customer, refund the license fees. Alchemy Solutions will replace any defective media without charge if it is returned to Alchemy Solutions within the ninety (90) day warranty period. These are Customer's sole and exclusive remedies for any breach of warranty. This warranty shall not apply in the event the Programs have been altered, modified or converted by Customer or any third party, serviced by any unauthorized person, or any non-conformance to warranty is related to any third party software or hardware. ALCHEMY SOLUTIONS SPECIFICALLY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING ALL WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.   No employee, agent or representative of Alchemy Solutions has the authority to bind Alchemy Solutions to any oral representation or warranty concerning the Programs. This limited warranty gives you specific legal rights. You may have others that vary from state to state.

 

6. LIMITATION OF LIABILITY: NEITHER ALCHEMY SOLUTIONS NOR ANY OF ITS LICENSORS SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, REVENUE, GOODWILL, LOSS OF DATA OR PRODUCTIVITY, INCURRED BY CUSTOMER OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT OR TORT, EVEN IF ALCHEMY SOLUTIONS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ALCHEMY SOLUTIONS’ AND ITS LICENSORS' LIABILITY FOR DAMAGES RELATED TO THIS AGREEMENT SHALL IN NO EVENT EXCEED THE FEES PAID BY CUSTOMER FOR THIS LICENSE.

 

7. RESTRICTED RIGHTS: Programs delivered to the U.S. Defense Dept. are delivered with Restricted Rights and the following applies: "Restricted Rights Legend: Use, duplication or disclosure by the Government is subject to restrictions as currently set forth in subparagraph (c)(1)(ii) the Rights in Technical Data and Computer Software clause at 252.227-7013 (or any successor regulation). Programs delivered to a U.S. Government Agency not within the Defense, Dept. are delivered with "Restricted Rights" as defined in Commercial Computer Software - Restricted Rights at FAR 52.227-19. Customer shall comply fully with all laws and regulations of the United States and other countries (Export Laws) to assure that neither the Programs, nor any direct products thereof are (1) exported, directly or indirectly, in violation of Export Laws, or (2) are used for any purpose prohibited by Export Laws, including, without limitation, nuclear, chemical, or biological weapons proliferation.

 

8. LICENSE TERMINATION: Alchemy Solutions may terminate this License upon written notice to Customer in the event Customer breaches any term or condition of this License and fails to remedy such breach within 15 days of the date of notice, or if Customer is subject to or involved in any bankruptcy or insolvency proceedings. Upon termination Customer shall have no right to keep or use the Programs for any purpose and shall destroy all copies thereof and promptly certify the same to Alchemy Solutions in writing. 

 

9. HIGH RISK USES:   The Programs are not designed or intended for use in hazardous environments requiring fail-safe performance, including but not limited to the operation of nuclear facilities, aircraft navigation or communication, weapons systems or life support systems, in which failure of the Programs could lead to death, personal injury or severe damage of any kind. ALCHEMY SOLUTIONS SPECIFICALLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY AND ALL LIABILITY IN ANY WAY CONNECTED OR ARISING OUT OF ANY HIGH RISK SITUATIONS.

 

10. CONTROLLING DOCUMENT. This License sets forth the complete understanding of the parties regarding the terms and conditions applicable to the Programs. This License and all related actions shall be governed by Georgia law without reference to provisions concerning conflict of laws. The prevailing party in any dispute shall be entitled to its attorneys’ fees as well as other costs. Alchemy Solutions may audit Customer's use of the Programs. All terms of any Customer purchase order or other Customer ordering document shall be superseded by this License.  

 

SPECIFIC SOFTWARE TERMS: The following terms and conditions apply to the applicable ALCHEMY SOLUTIONS products named below and supersede any conflicting terms and conditions set forth elsewhere in this License Agreement:

 

NETCOBOL REDISTRIBUTABLES. In addition to the license granted in section 2 ("Product License") to users who have paid the appropriate license fee to Alchemy Solutions, such users shall also be granted the right to redistribute the Redistributable Software. The Redistributable Software comprises language runtime components and tools necessary to deploy applications built with Programs into an end user environment. All Redistributable Software is installed in the "Redist" subdirectory when Programs are installed or distributed separately but clearly marked as Redistributable Software associated with the licensed product. The license to redistribute the Redistributable Software is subject to the following terms: (a) Customer may distribute the Redistributable Software only in conjunction with and as a part of a software application product developed by Customer ("Application") that adds significant and primary functionality to the Redistributable Software; (b) Customer distributes the Application containing the Redistributable Software 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 herein; (c) Customer may internally redistribute its own programs created with the Programs’s development environment for Customer’s own production purposes.; (d) Customer shall not use Alchemy Solutions’ or Fujitsu's name, logo, or trademarks to market the Application; (e) Customer shall indemnify, hold harmless, and defend Alchemy Solutions and its licensors from and against any claims, lawsuits, damages, liabilities or expenses, including attorneys fees, that arise or result from the use or distribution of the Applications; (f) Customer shall otherwise comply with the terms of this EULA; and (f) Customer agrees that Alchemy Solutions reserves all rights not expressly granted.

 

Updates to the Redistributable Software may be provided by Alchemy Solutions or its authorized distributors from time to time via electronic download and shall be considered subject to the same terms for Redistributable Software described herein.

 

You also agree not to permit further distribution of the Redistributable Software by your end users except that you may permit further redistribution of the Redistributable Software by your distributors to your end-user customers if your distributors only distribute the Redistributable Software in conjunction with, and as part of, the Application and you and your distributors comply with all other terms of this EULA.