Download IT Mill Toolkit

Version 4.0.3

License Agreement

PLEASE READ THE LICENSE CAREFULLY BEFORE CLICKING ON THE "I ACCEPT" BUTTON, AS BY CLICKING ON THE "I ACCEPT" BUTTON YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT AND AGREE TO BE BOUND BY IT.

IT MILL SOFTWARE LICENSE AGREEMENT THIS SOFTWARE LICENSE AGREEMENT GOVERNS THE INSTALLATION AND USE OF THE SOFTWARE DESCRIBED HEREIN BY THE LICENSEE. INSTALLATION AND USE OF THE SOFTWARE IS SUBJECT TO A SEPARATE LICENSE FILE DETAILING THE LICENSE SPECIFICATIONS AND RESTRICTIONS APPLICABLE TO THE LICENSEE. ACCESSING, INSTALLING, STARTING OR OTHERWISE USING THE SOFTWARE INDICATES THAT THE LICENSEE HAS READ ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, UNDERSTOOD THEM, AND AGREED TO BE LEGALLY BOUND BY THOSE TERMS AND CONDITIONS. THE LICENSE SHALL APPLY ONLY TO THE SOFTWARE TO WHICH THE LICENSEE HAS OBTAINED A VALID LICENSE. THE LICENSEE UNDERSTANDS THAT, IF THE SOFTWARE WERE PURCHASED FROM AN AUTHORIZED RESELLER OF IT MILL, THAT RESELLER IS NOT IT MILL'S AGENT AND IS NOT AUTHORIZED TO MAKE ANY REPRESENTATIONS, CONDITIONS OR WARRANTIES, STATUTORY OR OTHERWISE, ON IT MILL'S BEHALF NOR TO VARY ANY OF THE TERMS OR CONDITIONS OF THIS AGREEMENT. 1. Definitions. As used in this Agreement: (I) "IT Mill" means IT Mill Ltd., Ruukinkatu 2-4, FIN-20540 Turku, Finland. (II) "The Licensee" means You. (III) "Server" means a JVM (Java Virtual Machines) that delivers presentation logic using IT Mill Toolkit to a web browser. This definition implies that one computer can contain multiple Servers as well as that one Server can utilize multiple processors. (IV) "Documentation" means all online and offline user manuals, reference documents and written instruction manuals regarding the use of the Software. (V) "Revision" means a set of the Software in which detected shortcomings are being remedied, i.e. 4.0.1 < 4.0.2. (VI) "Minor Version" means a set of the Software in which in addition to possible corrections of detected shortcomings, small functional enhancements have been included, i.e. 4.1 < 4.2. (VII) "Major Version" means a set of the Software in which substantial new -but successor- functionalities or other substantial changes are introduced, i.e. 4.0 < 5.0. (VIII) "Software" means the computer software specified in the Product Order Form in a the source - and object code form as well as style and theme definition files and digital images packaged in product distribution package specified in the applicable Product Order Form and distributed by IT Mill. (IX) "License" means the right to use the Software under this Agreement. (X) "Product Order Form" means IT Mill’s standard form for ordering Software Licensees, maintenance services, support service level, updates approved and accepted by IT Mill. The Order Form contains among other things date of purchase, fees and payment information. Product Order Form can be either provided by IT Mill web-based order system or by IT Mill sales representative in written form. Product Order Form Accepted by IT Mill is incorporated by reference into this Agreement. (XI) "License File" is digitally signed proof of purchase for Licensee provided by IT Mill. License File describes without limitations the scope of Licensees right to use the Software, the Licensee, licensed Software and its versions covered by the License. The License File is incorporated by reference into this Agreement. (XII) "Agreement" means this Software License Agreement and any of its Appendices e.g. License File and Product Order Form provided by IT Mill. (XIII) "Intellectual Property Rights" means any and all intellectual property rights including but not limited to patents, copyrights, trademarks, trade secrets, know how, registrations, applications, and rights to apply therefore, whether issued or pending and whether registrable or not. (XIV) "Commencement Date" means the delivery date of the Software specified in the Product Order Form by IT Mill. (XV) "Confidential Information" means any material or information identified by IT Mill to be confidential or which the Licensee should have reasonable to be acknowledged to be confidential. Confidential Information includes this Agreement, the object-code or source code of the Software, Documentation, information, data sheets, benchmark tests, specifications, and any other proprietary information marked as "confidential information". It does not include information that is (i) publicly available, or (ii) obtained independently without violation of this License, or (iii) obtained from third parties without restrictions on disclosure, or (iv) required to be disclosed by applicable law, order of a court or other governmental entity. 2. Grant of License. Subject to the terms and conditions set forth in the Agreement, IT Mill grants the Licensee a perpetual, non-exclusive, non-transferable right to: (I) install and/or use the Software delivered by IT Mill in accordance with the terms and conditions of this Agreement and applicable Product Order Form and License File, (II) make one (1) copy of the Software for backup or archival purposes (without removing any proprietary markings) and, as reasonable necessary, reproduce the Documentation for Licensee's own internal use. The copies must contain same notices which appear on the original Documentation. Licensee acquires no rights other than specified in this Agreement. 3. License Restrictions. Licensee agrees not to (i) assign, lease, transfer, distribute or sublicense the Software, Licenses or Documentation; (ii) decompile, disassemble, or reverse engineer the Software, in whole or in part, except where otherwise -and to the extent- provided by applicable mandatory law; (iii) exceed or otherwise violate the terms and conditions set forth in this Agreement or License File provided by IT Mill. 4. Title. All right, title and interest associated with or arising out of the Software,Documentation and any related material, and any modifications thereof, shall remain vested solely with IT Mill and third party at all times. This Agreement does not constitute a transfer to Licensee of any title or Intellectual Property Rights to the Software and Documentation, or modifications thereof. 5. Payments. In consideration of the License granted herein, Licensee agrees to pay IT Mill the amounts specified in the applicable Product Order Form(s). IT Mill's pricing reflects the allocation of risks and limitation of liability. Except as otherwise provided in Section 6 (Warranties), the Fees are non-cancelable and non-refundable and due and payable in full within thirty (30) days as of the Commencement Date. All charges and fees provided for in this Agreement are exclusive of and do not include any duties, taxes, similar governmental charges and Licensee shall be responsible for the aforementioned duties and taxes (if any). Any amounts due not paid within thirty (30) days will be subject to interest of eleven percent (11 %) per annum, of which the interest will be immediately due and payable. 6. Confidential Information. The Licensee must hold any Confidential Information in strict confidence, use it solely for the purpose of this Agreement and not directly or indirectly disclose, by action or omission to any third party without the prior written consent of IT Mill. Each party agrees to exercise due care in protecting the Confidential Information from unauthorized use and disclosure. Nothing herein prevents Licensee from participating in routine discussions in a "IT Mill Software user group" context or the parties from divulging Licensee's intended use of the Software. Either party may refer to the other as either supplier or customer, as appropriate. 7. Maintenance. Licensee is entitled to receive generally available Revision and Minor Version updates of the Software and the related Documentation. The level of any additional Maintenances is indicated in the Product Order Form. 8. Support. Licensee is entitled to receive support pursuant to the support level mentioned in the Product Order Form. 9. Warranties. IT Mill warrants that it has title to and/or the authority to grant License of the Software. (I) EXCEPT WITH RESPECT TO ANY SAMPLE OR DEMO APPLICATION CODE AND FREE, TRIAL, PRE-RELEASE OR BETA VERSIONS OF THE SOFTWARE, IT MILL WARRANTS SUBSTANTIAL COMPLIANCE OF THE SOFTWARE WITH RESPECT TO THE DOCUMENTATION AND SUPPORTED PLATFORMS FOR A PERIOD OF NINETY (90) DAYS FROM THE COMMENCEMENT DATE. NON-COMPLIANT SOFTWARE OR DEFECTIVE MEDIA WILL BE CORRECTED OR REPLACED AS APPROPRIATE OR, IF NEITHER OF THE ABOVE IS COMMERCIALLY REASONABLE, THE AGREEMENT WILL TERMINATE WITH RESPECT TO THE NON-COMPLIANT SOFTWARE OR PART THEREOF AND LICENSEE WILL BE REFUNDED THE LICENSE FEES PAID FOR SUCH SOFTWARE OR PART THEREOF. ALL WARRANTY CLAIMS MUST BE MADE WITHIN SUCH NINETY (90) DAYS PERIOD. (II) IT MILL PROVIDES NO REMEDIES OR WARRANTIES, WHETHER EXPRESS OR IMPLIED, FOR ANY SAMPLE APPLICATION CODE AND TRIAL VERSIONS OF THE SOFTWARE. ANY SUCH VERSION OF THE SOFTWARE ARE PROVIDED "AS IS". (III)..THE WARRANTY IS MADE TO AND FOR THE BENEFIT OF LICENSEE ONLY. NO OTHER WARRANTIES, EXPRESS OR IMPLIED, ARE GIVEN BY IT MILL OR ANY OF ITS AFFILIATES IN THIS AGREEMENT REGARDING THE SOFTWARE, DOCUMENTATION OR ANY RELATED SERVICE, INCLUDING ERROR FREE OR UNINTERRUPTED PERFORMANCE, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR LICENSEE'S INTENDED USE. ALSO, THERE IS NO WARRANTY OF NON-INFRINGEMENT AND TITLE OR QUIET ENJOYMENT. (IV) IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE SOFTWARE, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE COMMENCEMENT DATE. (V) NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY IT MILL, ITS DEALERS, DISTRIBUTORS, AGENTS OR EMPLOYEES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF ANY WARRANTY PROVIDED HEREIN. 10. Liability. (I) IN NO EVENT WILL IT MILL OR ANY OF ITS AFFILIATES BE LIABLE FOR ANY DAMAGES, CLAIMS OR COSTS WHATSOEVER OR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL DAMAGES, OR ANY LOST PROFITS OR LOST SAVINGS, EVEN IF A IT MILL REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, DAMAGES, CLAIMS OR COSTS OR FOR ANY CLAIM BY ANY THIRD PARTY. THE FOREGOING LIMITATIONS AND EXCLUSIONS APPLY TO THE EXTENT PERMITTED BY APPLICABLE LAW. IT MILL'S AGGREGATE LIABILITY UNDER OR IN CONNECTION WITH THIS AGREEMENT SHALL BE LIMITED TO THE SOFTWARE LICENSE FEE RECEIVED BY IT MILL FROM LICENSEE. (II) THE FOREGOING LIMITATIONS ON LIABILITY ARE INTENDED TO APPLY TO THE WARRANTIES AND DISCLAIMERS ABOVE AND ALL OTHER ASPECTS OF THIS LICENSE AGREEMENT. 11. Third Party Software. Licensee is aware that the Software is connected with or wholly or partially based on an portfolio of third party technology products, industry standards and/or official standards such as HTML, xHTML, Java programming language, Javascript, CSS/Cascade Style Sheets, XML, XSLT, XPath and e.g. internet related aspects as bandwidth, firewalls, cpu/computer processor units etc. which is ever changing or may be even be succeeded by yet unknown new products or techniques. Therefore performance interruptions due to such cause(s) are excluded from any liability of IT Mill to Licensee or any of its affiliates and form a force majeure. Nevertheless IT Mill maintenance & support policies are focused to adapt, where possible the Software, to overcome interruptions as mentioned. 12. Term and Termination. The license commences on the Commencement Date and will remain in force. IT Mill may forthwith terminate this Agreement only if: (i) Licensee breaches this Agreement and such breach is not cured within thirty (30) days after Licensee has been given written notice of such breach; or (ii) if Licensee terminates its business activities or becomes insolvent, is unable to pay its debts as they mature, makes an assignment for the benefit of creditors or becomes subject to direct control of a trustee, receiver or similar authority. No termination on the basis of this provision will entitle Licensee to a refund of any portion of the fees paid to IT Mill. Termination will not affect either party's obligations regarding Confidential Information, Title, payments, limitations of liability, and/or applicable law, which provisions will survive termination of this Agreement. Upon termination of this Agreement, Licensee agrees to forthwith discontinue any use of the Software, related Documentation, Confidential Information and derivative works or copies thereof. Licensee agrees to then supply IT Mill with statement duly signed by a representative of Licensee verifying that this provision has been complied with. 13. Waiver. Any waiver of the provisions of this Agreement, or rights of either party must be in writing to be effective. Failure or delay to enforce any such rights, will not be construed as a waiver and will not affect the validity (in whole or in part) of this Agreement or prejudice such party's right to take subsequent action. 14. Severability. If any provision in this Agreement is found to be invalid, unlawful or unenforceable to any extent, the parties will in good faith agree to such amendments that will preserve, as far as possible, the intentions expressed in this Agreement. If the parties fail to agree on such an amendment, such invalid provision will be severed from the remaining provisions, which will continue to be valid and enforceable to the fullest extent permitted by applicable Law. 15. Standard terms. No terms or conditions of any purchase order, acknowledgement or other business form that Licensee may use in connection with the acquisition or licensing of the Software and related services will have any effect on the rights, duties or obligations of the parties under, or otherwise modify, this Agreement, regardless of any failure of IT Mill to object to such terms, provisions or conditions. 16. Audit. Licensee agrees to give IT Mill access and assistance as required by IT Mill to audit Licensee's compliance with this Agreement. The audit shall be conducted at IT Mill's expense unless the results of such an audit establish that Licensee's use of the Software exceeds the authorized use. Any use in excess will be regularized and the balance will be immediately due and payable. 17. Miscellaneous. The Software itself is not fault-tolerant and is not designed, manufactured, or intended for use or resale as on-line control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, aircraft navigation or communications systems, air traffic control, direct life support machines, or weapons systems, in which the failure of the Software could lead directly to death, personal injury, or severe physical or environmental damage ("high risk activities"). Customer shall not use the Software for such high risk activities. 18. Applicable Law. All parties will not be bound by any statements other than those included in this copy of the Agreement. This License Agreement shall be construed as under and governed in accordance with the laws of the Finland. Both parties agree that any disputes arising out of this License Agreement or its interpretation shall be finally settled in arbitration by a single arbitrator in accordance with the Rules of the Arbitration Committee of the Finnish Central Chamber of Commerce pursuant to the regulations in force. The arbitration shall be conducted in Turku, Finland. This Agreement shall be construed and enforced without regard to the United Nations Convention on the International Sale of Goods.

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