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Universal Model Framework Edition of Visible Analyst License Agreement

IMPORTANT - READ CAREFULLY: This Visible Systems Corporation End-User License Agreement ("EULA") is a legal agreement between you ("End User") and Visible Systems Corporation (“Vendor”) for the Universal Model, its relevant controls, source code, demos, intermediate files, media, printed materials, and "online" or electronic documentation ("MODELS").

By installing, copying, or otherwise using the MODELS, the End User agrees to be bound by the terms of this EULA. The MODELS are in "use" on a computer when it is loaded into temporary memory (i.e. RAM) or installed into permanent memory (e.g. hard disk, CD-ROM, or other storage device) of that computer. If the End User does not agree to any part of the terms of this EULA, THE END USER CAN NOT INSTALL, USE, DISTRIBUTE, OR REPLICATE IN ANY MANNER, ANY PART, FILE OR PORTION OF THE MODELS, OR USE THE MODELS FOR ANY OTHER PURPOSES.

The MODELS are hereby licensed, not sold.

LICENSE GRANT

Upon acceptance of this EULA the Vendor grants the End User a personal, nonexclusive license to install and use the MODELS on compatible devices for the sole purposes of designing, developing, testing, and deploying application programs the End User creates. If the End User is an entity, it must designate one individual within its organization to license the right to use the MODELS in the manner provided herein.

The End User may install and use the MODELS as permitted by the license type purchased. The license type purchased is specified in the MODELS receipt.

MODELS LICENSING

The design-time components of the MODELS are licensed for each computer on which they are installed and used. If the End User has to install design-time components of the MODELS on more than one computer, additional Licenses are required. This licensing is valid within a single company. If the End User has to order contractors to develop an application with the use of the MODELS the mentioned licensing scheme shall be applied for each such company. These contractors shall be contractually bound to the terms of this EULA and may only perform development tasks permitted for the End User according to this EULA.

DESCRIPTION OF OTHER RIGHTS AND LIMITATIONS
Not for Resale Software

Unless specifically noted at the time of purchasing, the MODELS are labeled and provided as "Not for Resale" or "NFR". The End User may not resell, distribute, or otherwise transfer for value or benefit in any manner, the MODELS or any derivative work using the MODELS. The End User may not transfer, rent, lease, lend, copy, modify, translate, sub-license, time-share or electronically transmit the MODELS, media or documentation. This also applies to any and all intermediate files, source code, and compiled executable.

Limitations on Reverse Engineering, De-compilation, and Dis-assembly

The End User may not reverse engineer, re-compile, create derivative works, modify, translate, or disassemble the MODELS, and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation. The End User agrees to take all reasonable, legal and appropriate measures to prohibit the illegal dissemination of the MODELS or any of its constituent parts and re-distributable to the fullest extent of all applicable local, federal and international laws and treaties regarding anti-circumvention, including but not limited to the Geneva and Berne World Intellectual Property Organization (WIPO) Diplomatic Conferences.

Separation of Components, their Constituent Parts and Re-distributable

The MODELS are licensed as an indivisible unit. The MODELS and its constituent parts and any provided re-distributable may not be reverse engineered, re-compiled, disassembled or separated for use on more than one computer, nor placed for distribution, sale, or resale as individual creations by the End User. The provision of CODE PATTERNS, if included with the MODELS, does not constitute transfer of any legal rights to such code, and resale or distribution of all or any portion of all source code and intellectual property will be prosecuted to the fullest extent of all applicable local, federal and international laws. All MODELS libraries, source code, re-distributable and other files remain the Vendor s exclusive property. The End User may not distribute any files, except those that the Vendor has expressly designated as re-distributable.

Re-Distributable

The MODELS may include certain files intended for distribution by the End User to the users of the programs created by him/her re-distributable. Re-distributable include, for example, those files identified in printed or on-line documentation as re-distributable files, those files pre-selected for deployment by an install utility provided with the MODELS (if any). In any event, the re-distributable for the MODELS are only those files specifically designated as such by the Vendor. Subject to all of the terms and conditions in this EULA, the End User may reproduce and distribute exact copies of the re-distributable, provided that such copies are made from the original copy of the MODELS. Copies of re-distributable may only be distributed with and for the sole purpose of executing application programs permitted under this EULA that the End User has created using the MODELS. Under no circumstances may any copies of re-distributable be distributed separately.

THE END USER IS NOT AUTHORIZED TO REDISTRIBUTE ANY OTHER FILE CONTAINED IN THE MODELS.

Rental

The End User may not rent, lease, or lend the MODELS.

Transfer

The End User may NOT permanently or temporarily transfer ANY of his/her rights under this EULA to any individual or entity. Regardless of any modifications which the End User makes and regardless of how the End User might compile, link, and/or package his/her programs, under no circumstances may the libraries, re-distributable, and/or other files of the MODELS (including any portions thereof) be used for developing programs by anyone other than the End User. Only the End User has the right to use the libraries, re-distributable, or other files of the MODELS (or any portions thereof) for developing programs created with the MODELS. In particular, the End User may not share copies of the re-distributable with other co-developers. The End User may not reproduce or distribute any MODELS documentation without the Vendor explicit permission.

Additional Restrictions

Distribution by the End User of any design-time tools (EXE's, OCX's or DLL's), executables, and source code distributed by the Vendor as part of this MODELS and not explicitly identified as a re-distributable file is strictly prohibited. Redistribution by the End User s users of the Vendor DLL's and OCX's or MODELS re-distributable files modified by the End User without an appropriate redistribution license obtained from the Vendor is strictly prohibited.

The End User may NOT distribute the MODELS, in any format, to other users for development or application compilation purposes. Specifically, if End User creates a control using the MODELS as a constituent control, End User may NOT distribute the control created with the MODELS (in any format) to users to be used at design time and or for ANY development purposes.

THE END USER MAY NOT USE THE MODELS TO CREATE ANY TOOL OR MODELS THAT DIRECTLY OR INDIRECTLY COMPETES WITH THE MODELS.

Subscription

Purchasing the license (s) for the MODELS authorizes the End User to get free updates, upgrades and new versions of the MODELS during one-year term of the subscription. After the subscription expiration the End User is entitled to use the license (s) with the MODELS versions released before the subscription expiration date without any limitations, however the End User is not entitled to get free upgrades, updates and new versions of the MODELS released after the subscription expiration date. The End User has the right to renew the license (s) for the MODELS and to prolong the subscription service for a successive one-year period, thereby to accrue the right to get free updates, upgrades and new MODELS versions released within the subscription period.

IF THE END USER IS USING THE EVALUATION VERSION OF THE MODELS, THE VENDOR WILL NOT PROVIDE THE END USER WITH UPDATES, UPGRADES AND FIXES RELATED TO THE MODELS.

COPYRIGHT

All title and copyrights in and to the MODELS including but not limited to any images, demos, source code, intermediate files, packages, photographs, re-distributable, animations, video, audio, music, text, and "applets" incorporated into the MODELS, the accompanying printed materials, and any copies of the MODELS are owned by Visible. The MODELS are protected by copyright laws and international treaty provisions. Therefore, the End User must treat the MODELS like any other copyrighted material except that the End User may install the MODELS on a single computer provided that he/she keeps the original solely for backup or archival purposes. The End User may not copy the printed materials accompanying the MODELS.

RIGOROUS ENFORCEMENT OF INTELLECTUAL PROPERTY RIGHTS

If the licensed right of use for this MODELS are purchased by the End User with any intent to reverse engineer, re-compile, create derivative works, and the exploitation or unauthorized transfer of any intellectual property and trade secrets of the Vendor, to include any exposed methods or source code where provided, no licensed right of use shall exist, and any MODELS created as a result shall be judged illegal by definition of all applicable laws. Any sale or resale of intellectual property or created derivatives so obtained will be prosecuted to the fullest extent of all local, federal and international laws.

Installation and Use

The license granted in this EULA for the End User to create his/her own compiled programs and to distribute such programs and the re-distributable (if any), is subject to all of the following conditions:

  1. the programs by the End User that contain the MODELS must be written using a licensed, registered copy of the MODELS;
  2. the programs by the End User must add primary and substantial functionality, and may not be merely a set or subset of any of the libraries, code, re-distributable or other files of the MODELS;
  3. the End User may not remove or alter any Vendor s copyright, trademark or other proprietary rights notices contained in any portion of the Vendor s libraries, source code, re-distributable or other files that bear such a notice;
  4. all copies of the programs the End User creates must bear a valid copyright notice, either his/her own or the Vendor s copyright notice that appears on the MODELS;
  5. the End User may not use the Vendor s or any of its suppliers' names, logos, or trademarks to market his/her programs;
  6. the End User will remain solely responsible to anyone receiving his/her programs for support, service, upgrades, or technical or other assistance, and such recipients will have no right to contact the Vendor for such services or assistance;
  7. the End User will indemnify and hold the Vendor, its related companies and its suppliers, harmless from and against any claims or liabilities arising out of the use or distribution of his/her programs.
Warranty

The Vendor represents and warrants that:

  1. the Vendor has all rights, authorizations or licenses to provide the MODELS to the End User;
  2. The Vendor will use its best efforts to prevent the MODELS from being infected with any "worms", "viruses", "Trojan horses" or other programs or programming devices that might be used to modify, delete, damage, deactivate or disable the software, computer hardware or data of the End User;
  3. The MODELS does not include any open source code as defined by the Open Source Foundation nor operate in such a way that it is compiled with or linked to open source code, without the End User prior review and approval of the applicable license agreement.
LIMITATION ON AND EXCLUSION OF DAMAGES

THE END USER CAN RECOVER FROM THE VENDOR ONLY DIRECT DAMAGES UP TO THE AMOUNT THE END USER PAID FOR THE SOFTWARE. THE END USER CANNOT RECOVER ANY OTHER DAMAGES, INCLUDING CONSEQUENTIAL, LOST PROFITS, SPECIAL, INDIRECT, INCIDENTAL OR ANY OTHER DAMAGES.

This limitation applies to claims for breach of contract, breach of warranty, guarantee or condition, strict liability, negligence, or other tort to the extent permitted by applicable law. It also applies even if repair, replacement or a refund for the software does not fully compensate the End User for any losses; or the Vendor knew or should have known about the possibility of the damages.

DISCLAIMER

EXCEPT AS OTHERWISE DEFINED HEREIN, THE VENDOR EXPRESSLY DISCLAIMS ANY WARRANTY FOR THE MODELS. THE MODELS AND ANY RELATED DOCUMENTATION IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF THE MODELS REMAINS WITH THE END USER.

NO LIABILITIES

To the maximum extent permitted by applicable law, in no event shall the Vendor 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 MODELS or the provision of or failure to provide Support Services, even if the Vendor has been advised of the possibility of such damages.

TERMINATION

Without prejudice to any other rights or remedies, the Vendor will terminate this EULA upon the failure of the End User to comply with all the terms and conditions of this EULA. In such events, the End User must destroy all copies of the MODELS and all of its component parts including any related documentation, and must immediately remove ANY and ALL use of the technology contained in the MODELS from any applications developed by the End User, whether in native, altered or compiled state.

GENERAL PROVISIONS

This EULA may only be modified in writing signed by you and an authorized officer of the Vendor. If any provision of this EULA is found void or unenforceable, the remainder will remain valid and enforceable according to its terms. If any remedy provided is determined to have failed for its essential purpose, all limitations of liability and exclusions of damages set forth in the Limited Warranty shall remain in effect.

The Vendor reserves all rights not specifically granted in this EULA.

The Vendor reserves the right to make changes in this EULA at any moment by publishing the appropriate alterations on http://www.visible.com within twenty calendar days prior to the moment these alternations take effect.

ACKNOWLEDGEMENT

THE END USER ACKNOWLEDGES THAT IT HAS READ AND UNDERSTANDS THIS AGREEMENT AND AGREES TO BE BOUND BY ITS TERMS. THE END USER FURTHER AGREES THAT THIS AGREEMENT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN THE END USER AND THE VENDOR, AND SUPERCEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATIONS RELATING TO THE SUBJECT MATER OF THIS AGREEMENT.

 
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