(Source Code Library Multi-Project Site License)
THIS AGREEMENT IS MADE AS OF THE EFFECTIVE DATE BETWEEN YOU, THE USER (the "User") AND BLUEFLAME DEVELOPMENT LLC ("Blueflame") WITH RESPECT TO YOUR USE OF THE CITRUS ENGINE.
In consideration of the mutual promises contained herein, the User and Blueflame hereby agree as follows:
Section 1 - Definitions: In this Agreement, the following expressions shall have the meanings indicated:
(a) "Effective Date" means the date that the Citrus Engine is delivered to the User by Blueflame or by any other person authorized by Blueflame;
(b) "Blueflame Website" means the website at the universal resource locator www.blueflamedev.com;
(c) "License" means as set forth in Section 2;
(d) "Citrus Engine" means the source code for the library of code and data referred to as the "Citrus Engine" developed in Flash ActionScript, including any subsequent modifications thereto in the possession or control of the User; and
(e) "User Software" means as set forth in Section 3;
Section 2 - License: Blueflame hereby grants to the User a non-exclusive, transferable right to use and install the Citrus Engine on all of the User's computer work-stations located at a single physical premises of the User in accordance with the terms and conditions set out in this Agreement (the "License"). To use and install the Citrus Engine on the User's computer work-stations at other premises of the User, the User shall acquire a separate License for each additional premises.
Section 3 - Permitted Use: The User may use the Citrus Engine for the purposes of:
(a) incorporating the Citrus Engine into and as a part of any precompiled computer program (the "User Software") being developed by the User;
(b) modifying the source code for the Citrus Engine for the purpose of incorporating such modifications in any precompiled computer program being developed by the User;
subject to the other provisions of this Agreement. Section 4- Restricted Use: The User shall not:
(a) copy the Citrus Engine, except as expressly permitted pursuant to this Agreement;
(b) rent, lend, lease, license, distribute or transfer the Citrus Engine to any other person;
(c) copy, distribute or publish any of the documentation which describes the Citrus Engine, except as reasonably required to explain the functions of applicable User Software;
(d) grant a sub-license of the User's rights pursuant to this Agreement, or any part thereof, to any other person;
(e) develop, distribute or license any User Software that is completely or substantially comprised of the Citrus Engine; or
(f) rent, lend, lease, license, distribute or transfer any User Software that:
(i)includes any source code of the Citrus Engine; or
(ii)is a software development kit, source code library, application (or software) framework or any software development tool that includes any elements or components of the Citrus Engine.
The User may make one copy of the Citrus Engine solely for back-up purposes. Such copy shall remain in the possession of the User at all times.
THE USER IS REQUIRED TO CLEARLY DISPLAY THE CITRUS ENGINE LOGO FOR A MINIMUM OF TWO SECONDS PRIOR TO ANY INTERACTIVITY IN THE USER SOFTWARE.
Section 5 - User Software Notices:
(a) the Citrus Engine is incorporated as part of the User Software under license from Blueflame;
(b) all property, right, title and interest in and to the Citrus Engine is owned by Blueflame; and
(c) further information about the Citrus Engine can be found at the Blueflame Website, with a specific reference to the universal resource locator for such website.
Such notice shall be placed together with the copyright notices of the User in the User Software and all associated documentation.
Section 6 - Termination:
In case either of the parties decide to terminate the agreement for any reason whatsoever, the User will have the right to Citrus Engine product and its source code for projects for which the User has already purchased the Citrus Engine.
Section 7 - License Fee:
For each License acquired, the User shall pay to Blueflame (or to a person authorized by Blueflame) a one-time fee in an amount as determined by Blueflame and communicated to the User by Blueflame (or by a person authorized by Blueflame). Such fee shall be paid on or before the Effective Date.
Section 8 - Ownership:
Blueflame shall retain all property, right, title, and interest, including all intellectual property rights, in and to the Citrus Engine and the documentation, code, data and modifications which describe or comprise the Citrus Engine.
Section 9 - Transfer and Assignment:
The User shall be permitted to transfer or assign all (but not only a part) of its rights, interests and obligations under this Agreement (and the License granted herein) to another person subject to providing written notice to Blueflame of such transfer or assignment together with the name, address, telephone number and electronic mail address of the transferee or assignee.
Section 10 - Indemnity:
The User shall and does hereby indemnify Blueflame and its directors, officers and employees from any and all actions, losses, damages, claims or costs, including legal costs on a solicitor and his own client basis, that may arise directly or indirectly against Blueflame in favour of a third party as a result of or in any way connected to the use of the Citrus Engine by the User, including any use of the User Software by a third party.
Section 11 - No Warranty:
THE LICENSE IS GRANTED TO THE USER ON AN "AS IS" BASIS, AND BLUEFLAME DOES NOT OFFER ANY WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, AND THOSE ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM THE COURSE OF DEALING OR USAGE OF TRADE. BLUEFLAME DOES NOT REPRESENT OR WARRANT THAT THE CITRUS ENGINE WILL MEET ANY OR ALL OF THE USER'S PARTICULAR REQUIREMENTS, THAT THE CITRUS ENGINE WILL OPERATE ERROR-FREE OR UNINTERRUPTED, THAT ANY PROGRAMMING ERRORS IN THE CITRUS ENGINE CAN BE FOUND OR CORRECTED OR THAT THE CITRUS ENGINE DOES NOT INFRINGE UPON THE INTELLECTUAL PROPERTY RIGHTS OF OTHER PERSONS.
Section 12 - Limited Liability:
THE LIABILITY OF BLUEFLAME TO THE USER FOR ANY CLAIMS, COSTS, LOSSES, OR DAMAGES OF ANY KIND, OF FOR ANY OTHER CAUSE, INCLUDING BUT NOT LIMITED TO LIABILITY FOR A FUNDAMENTAL BREACH OF THIS AGREEMENT, SHALL NOT EXCEED THE FEE PAID BY THE USER TO BLUEFLAME PURSUANT TO SECTION 6. IN NO EVENT SHALL BLUEFLAME BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES WHICH THE USER MAY INCUR OR EXPERIENCE ON ACCOUNT OF ENTERING INTO OR RELYING UPON THIS AGREEMENT, OR BY THE USE OR POSSESSION OF THE CITRUS ENGINE, EVEN IF BLUEFLAME HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Section 13 - Termination:
This Agreement may be terminated by the User at any time by destroying all copies of the Citrus Engine and related documentation and materials in the User's possession. This Agreement may be terminated by Blueflame by giving notice to the User of the User's failure to comply with the terms and conditions of this Agreement. Upon receipt of such notice, the User shall immediately: (a) cease using the Citrus Engine; and (b) destroy all copies of the Citrus Engine and related documentation and materials in the User's possession. The User shall, within thirty (30) days after receipt of such notice, provide Blueflame with written notice certifying that it has complied with the foregoing provisions. Termination of this Agreement in accordance with this Section 12 shall not entitle the User to a refund of any fees paid to Blueflame for the License. Termination of this Agreement by either party is without prejudice to the rights and remedies, in law or equity, that may be available to a party arising from this Agreement.
Section 14 - Notices:
All notices required or permitted herein shall be in writing and shall be personally delivered, sent by registered mail, or transmitted by facsimile or electronic mail as follows: if to Blueflame, to the address, fax number or e-mail address of Blueflame as set forth in the Blueflame Website, and if to the User, to the address, fax number or e- mail address of the User as disclosed by the User to Blueflame (or to a person authorized by Blueflame) upon the User's aquisition of the License.
Section 15 - General:
(1) The User shall not assign or otherwise transfer this Agreement or any of its rights or obligations herein. (2) This Agreement shall enure to the benefit of, and be binding upon, the parties respective successors and permitted assigns. (3) This Agreement shall be governed by and construed in accordance with the laws in force in the Province of Alberta, Canada. The parties hereby submit to the jurisdiction of the Courts of the Province of Alberta, Canada. (4) As the context of this Agreement so requires, words that import the singular shall include the plural, and vice versa, and words that import a particular gender shall include all other genders. (5) The provisions of this 13 and of Sections 1, 7, 9, 10, 11 and 13 of this Agreement shall survive the termination of this Agreement.