ComponentSpace

End User License Agreement for ComponentSpace Software

This End-User License Agreement ("EULA") is a legal agreement between you (either an individual or a single entity) and ComponentSpace Pty Ltd (“ComponentSpace”) for the ComponentSpace software product accompanying this EULA, which includes computer software and may include associated media, printed materials, and online or electronic documentation ("SOFTWARE PRODUCT"). By installing, copying, or otherwise using the SOFTWARE PRODUCT, you agree to be bound by the terms of this EULA. If you do not agree to the terms of this EULA, do not install, copy, or use the SOFTWARE PRODUCT.

1. GRANT OF LICENSE

In consideration of your payment of applicable license fees, ComponentSpace hereby grants to you, and you accept, a nonexclusive, nontransferable license for a SINGLE SOFTWARE DEVELOPER to install, use, and display a single copy of the SOFTWARE PRODUCT. You may move the SOFTWARE PRODUCT from one computer to another, and the SOFTWARE PRODUCT may be resident on more than one computer at any one time as long as it is only for the use of a SINGLE SOFTWARE DEVELOPER.

If you purchase a MULTI-DEVELOPER license for the SOFTWARE PRODUCT, then the EULA extends to include the number of software developers specified by the license.

If you purchase a SITE license for the SOFTWARE PRODUCT, then the EULA extends to include all software developers within the purchasing organization and located at the same business address or who from time to time telecommute from home or other locations external to the business address.

If you purchase an ENTERPRISE license for the SOFTWARE PRODUCT, then the EULA extends to include all software developers within the purchasing organization and regardless of their location.

You may use the SOFTWARE PRODUCT for the purpose of developing your own software applications, in accordance with the terms of this EULA. A copy of the SOFTWARE PRODUCT may be made for archival or backup purposes as long as it contains all the original SOFTWARE PRODUCT proprietary notices. You may not sublicense, rent, distribute, lease or otherwise transfer or assign any or all of your rights in the SOFTWARE PRODUCT. You may use the SOFTWARE PRODUCT solely in its original form, and may not change, alter or modify the SOFTWARE PRODUCT, translate, reverse assemble, reverse compile, disassemble, or in any way reverse engineer the SOFTWARE PRODUCT. If bug fixes, enhancements, or updates to the SOFTWARE PRODUCT or new versions of the SOFTWARE PRODUCT are made available to and are obtained by you, then they shall become part of the SOFTWARE PRODUCT and governed by the terms of this EULA. ComponentSpace reserves all rights not expressly granted to you in this EULA. Notwithstanding the foregoing, you may assign your rights in the SOFTWARE PRODUCT to any individual or entity that you merge with or into or that acquires substantially all of your assets or stock.

2. RIGHTS IN SOFTWARE PRODUCT

You acknowledge that the SOFTWARE PRODUCT and any copies, regardless of the form or media in which the original or copies may exist, are the sole and exclusive property of ComponentSpace; by accepting this EULA, you do not become the owner of the SOFTWARE PRODUCT recorded on the media. You further acknowledge that the SOFTWARE PRODUCT, including the code, logic and structure of the SOFTWARE PRODUCT, contain valuable trade secrets belonging to ComponentSpace. You agree to secure and protect the SOFTWARE PRODUCT consistent with the maintenance of ComponentSpace’s rights in the SOFTWARE PRODUCT, as set forth in this EULA.

3. COPYRIGHT

All title and copyrights in and to the SOFTWARE PRODUCT (including but not limited to any images and text incorporated into the SOFTWARE PRODUCT), the accompanying printed materials, and any copies of the SOFTWARE PRODUCT are owned by ComponentSpace or its suppliers. The SOFTWARE PRODUCT is protected by copyright laws and international treaty provisions. Therefore, you must treat the SOFTWARE PRODUCT like any other copyrighted material. You may not copy the printed materials, if any, accompanying the SOFTWARE PRODUCT.

4. CREATING APPLICATIONS

You may freely distribute your own applications that use the SOFTWARE PRODUCT as a runtime component ("Applications") without payment to ComponentSpace, if and only if the Applications: (a) contain only the runtime component of the SOFTWARE PRODUCT; and (b) contain no modifications to the SOFTWARE PRODUCT (including alterations to the original proprietary notices); and (c) do not provide substantially the same functionality as the SOFTWARE PRODUCT or have as one of their purposes to build other software that would compete with the SOFTWARE PRODUCT; and (d) do not reproduce or distribute any portion of the documentation for the SOFTWARE PRODUCT or document the Application in a manner that identifies the programmatic interface to the SOFTWARE PRODUCT; and (e) are subject to a license agreement that (i) limits Application end-users use of the SOFTWARE PRODUCT to a runtime component, (ii) restricts the Application end-user from changing, altering or modifying the SOFTWARE PRODUCT, creating derivative works, translations, reverse assembling, reverse compiling, disassembling, or in any way reverse engineering the SOFTWARE PRODUCT, and (iii) prevents the Application end-user from sublicensing, renting, distributing, leasing or otherwise transferring or assigning any portion of the SOFTWARE PRODUCT other than as specifically permitted in this EULA.

5. EXAMPLE APPLICATIONS

Solely with respect to those portions of the SOFTWARE PRODUCT identified as example code ("Example Code"), ComponentSpace also grants you the right to use and modify the Example Code for the sole purposes of designing, developing, and testing software product(s), and to reproduce and distribute the Example Code, along with any modifications thereof, provided that you agree to: (A) distribute the Example Code only in conjunction with and as a part of a software application product or Web page developed by you that adds significant and primary functionality or design to the Example Code ("Application"); (B) not use ComponentSpace’s name, logo, or trademarks to market the Application; (C) include a valid copyright notice on the Application; (D) indemnify, hold harmless, and defend ComponentSpace from and against any claims or lawsuits, including attorney's fees, that arise or result from the use or distribution of the Application; (E) not permit further distribution of the Example Code by your end user.

6. TERM

This EULA shall be perpetual unless you fail to observe any of its terms, in which case it shall terminate immediately, and without additional prior notice, provided, however, that copies of the runtime component of the SOFTWARE PRODUCT that are part of the Applications licensed to third parties may be retained by such licensed third parties in accordance with this EULA. Upon termination or expiration of this EULA, you shall destroy the original and all copies, complete or partial, of the SOFTWARE PRODUCT, and shall not access such media for the purpose of recovering any of the SOFTWARE PRODUCT. The terms of Sections 2, 3, 7, 8, 9, 10, 11, 12, 13 and 14 shall survive termination of this EULA.

7. U.S. GOVERNMENT RESTRICTED RIGHTS

The SOFTWARE PRODUCT and documentation are provided with RESTRICTED RIGHTS. Use, duplication, or disclosure by the Government is subject to restrictions as 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 is ComponentSpace/PO Box 420/Robina, QLD 4226/Australia.

8. EXPORT RESTRICTIONS

You agree that neither you nor your customers intend to or will, directly or indirectly, export or transmit (i) the SOFTWARE PRODUCT or related documentation and technical data or (ii) your software product, or process, or service that is the direct product of the SOFTWARE PRODUCT, to any country to which such export or transmission is restricted by any applicable U.S. regulation or statute, without the prior written consent, if required, of the Bureau of Export Administration of the U.S. Department of Commerce, or such other governmental entity as may have jurisdiction over such export or transmission.

9. DISCLAIMER OF WARRANTY

THE SOFTWARE PRODUCT IS PROVIDED "AS-IS," WITHOUT WARRANTY OF ANY KIND, AND ANY USE OF THE SOFTWARE PRODUCT IS AT YOUR OWN RISK. To the maximum extent permitted by applicable law, ComponentSpace and its suppliers disclaim all warranties AND CONDITIONS, either express or implied, including, but not limited to, implied warranties AND CONDITIONS of merchantability, fitness for a particular purpose, TITLE, AND NON-INFRINGEMENT, with regard to the SOFTWARE PRODUCT.

10. LIMITATION ON LIABILITY

To the maximum extent permitted by applicable law, in no event shall ComponentSpace or its suppliers be liable for any special, incidental, indirect, or consequential damages whatsoever (including, without limitation, damages for loss of business profits, business interruption, loss of business information, or any other pecuniary loss) arising out of the use of or inability to use the SOFTWARE PRODUCT, even if ComponentSpace has been advised of the possibility of such damages. In no event shall ComponentSpace’s liability exceed the price paid to ComponentSpace for the SOFTWARE PRODUCT.

11. INDEMNIFICATION

You hereby agree to indemnify ComponentSpace and its officers, directors, employees, agents, and representatives from each and every demand, claim, loss, liability, or damage of any kind, including actual attorneys fees, whether in tort or contract, that it or any of them may incur by reason of, or arising out of, any claim which is made by any third party with respect to any breach or violation of this EULA by you or any claims based on the SOFTWARE PRODUCT included therein.

12. ENTIRE AGREEMENT

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS LICENSE, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. YOU ALSO AGREE THAT THIS LICENSE IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN COMPONENTSPACE AND YOU, WHICH SUPERSEDES ANY PROPOSAL, PRIOR AGREEMENT, OR LICENSE, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATIONS RELATING TO THE SUBJECT MATTER OF THIS EULA.

13. MISCELLANEOUS

If any term of this EULA shall be found invalid, the term shall be modified or omitted to the extent necessary, and the remainder of the EULA shall continue in full effect.

14. GOVERNING LAW

This EULA will be governed by the laws in force in the State of Queensland, Australia and all disputes shall have exclusive venue in the federal and state courts in Queensland, and both parties consent to the jurisdiction of these courts.