Xceed Software License Agreement
Revised March 1
st, 2012
IMPORTANT NOTICE
BY USING ALL OR ANY PORTION OF THE SOFTWARE YOU ACCEPT ALL THE
TERMS AND CONDITIONS OF THIS AGREEMENT. YOU AGREE THAT THIS
AGREEMENT IS ENFORCEABLE LIKE ANY WRITTEN NEGOTIATED
AGREEMENT SIGNED BY YOU. IF YOU DO NOT AGREE, DO NOT INSTALL OR
OTHERWISE USE THE SOFTWARE. IF YOU ACQUIRED THE SOFTWARE
WITHOUT AN OPPORTUNITY TO REVIEW THIS AGREEMENT AND YOU DO
NOT ACCEPT IT, YOU MUST IMMEDIATELY CEASE AND DESIST USING THE
SOFTWARE.
Custom License Agreements Available. If you wish to obtain a custom license
agreement with alternate terms and conditions, contact Xceed at licensing@xceed.com
for instructions and pricing.
Summary of some of the most popular topics covered in this Agreement:
 Licenses granted are perpetual. They do not expire when your subscription does.
 Licensed users get unlimited, royalty-free distribution rights.
 Licensed users can install the Software on any number of computers.
 To develop with the Software, each developer must have their own subscription.
 The term “developer” also includes testers and designers that Use the Software.
 A single user Blueprint Subscription may not be shared by a development team.
 You may not use the Software to develop SDKs, APIs or development tools.
 The Software is provided as-is, without representations or warranties of any kind.
This License Agreement (“Agreement”) is a legal agreement between Xceed Software
Inc. (“Xceed”), a Quebec corporation, principally located in Longueuil, Quebec, Canada
and you, the user, either an individual or a single entity (“Licensee”), is effective the date
Licensee installs, downloads, copies or otherwise Uses, in whole or in part, the specific
version of the Xceed software product (the “Software”) that this agreement was included
with.
Herein, “Use”, “Uses” or “Used” means to access any of the files that are included with
the Software, to develop an application that makes use of the Software, to consult any of
the documentation included with the Software, or to otherwise benefit from using the
Software, either directly, or indirectly through a software wrapper around the Software.
In this Agreement, the terms “develop”, “developer”, “software developer”,
“development” and “developing” include any facet of the software development process
(such as researching, designing, testing or implementing/coding) that requires a person to
have the Software installed on their computer.
The Software is licensed, not sold. Licensee is considered to be an “Authorized” Licensee
for a specific version of the Software if Licensee has legitimately obtained a license key
for that version from Xceed as a result of purchasing a subscription for the Software from
Xceed or from an authorized reseller.
1. GRANT OF INSTALL LICENSE
Xceed grants Licensee royalty-free, non-exclusive license to install the Software on an
unlimited number of computers at Licensee’s premises and on portable computers
operated solely by Licensee. If Licensee is Authorized, the granted installation license is
perpetual.
2. GRANT OF DEVELOPMENT LICENSE
If Licensee is Authorized, Xceed grants Licensee a perpetual, royalty-free, non-exclusive
license to Use the Software on a single computer at any given time for the sole purpose of
developing any number of end user applications that operate in conjunction with the
Software. If Licensee is evaluating the software as part of a “free trial”, Xceed grants
Licensee a 45-day, royalty-free, non-exclusive license to Use the Software for the
purpose of developing end user applications that operate in conjunction with the
Software.
The license rights granted under this Agreement do not apply to development or
distribution of: (1) software development products or toolkits of any kind, including but
not limited to any class libraries, components, controls, XML web services, cloud
services, compilers, plug-ins, adapters, DLLs, APIs or SDKs destined to be used by
software developers other than licensees that are Authorized; and (2) software to be
licensed or distributed under an open source model, including, without limitation, models
similar to Microsoft Public License, GNU's General Public License (GPL), Lesser GPL,
the Artistic License (e.g., PERL), the Mozilla Public License, the Netscape Public
License, the Sun Community or Industry Source License or the Apache Software license.
If Licensee is Authorized and has purchased a “team” or other multi-license subscription,
the Software may be Used on more than one computer at Licensee’s premises by the
number of software developers associated with the team or multi-license subscription
(e.g. a “Team 4” or “4-developer” subscription allows up to four software developers to
Use the Software on up to four computers at Licensee's premises).
If Licensee is Authorized and has purchased a “site” subscription, the Software may be
Used by any number of software developers on any number of computers in up to two
physical buildings at Licensee’s premises.
If Licensee is Authorized and has purchased an “enterprise-wide site” subscription, the
Software may be Used by any number of software developers on any number of
computers located at any of the Licensee's premises.
3. GRANT OF DUPLICATION AND DISTRIBUTION LICENSE
The Software includes certain runtime libraries and binary files intended for duplication
and distribution by a Licensee that is Authorized. These runtime libraries and binary files
are specifically identified in the “Redistributable Files” section of the documentation
included with the Software (herein, “Redistributable Files”).
If Licensee is Authorized, Xceed grants Licensee a perpetual, royalty-free, non-exclusive
license to duplicate the Redistributable Files and to distribute them solely in conjunction
with software products developed by Licensee that use them.
The foregoing license is subject to the following condition: If Licensee distributes the
Redistributable Files, Licensee agrees to (i) not supply an Xceed license key to end users,
except if it is embedded in Licensee’s product’s object or intermediate code; (ii) not use
Xceed’s name, logo or trademarks to market a software product; (iii) include a copyright
notice on Licensee's software product; (iv) indemnify, hold harmless, and defend Xceed
from and against any claims or lawsuits, and reasonable attorney’s fees, that arise or
result from the use and distribution of Licensee’s software product; and (v) not permit
further distribution of the Redistributable Files by end user(s) of Licensee’s software
product.
4. GRANT OF SOURCE CODE USE LICENSE
The source code to the Software (“Source Code”) is provided to the Licensee by Xceed,
in a separate installation package, provided that Licensee has legitimately obtained a
“Blueprint Subscription” for the Software from Xceed or an authorized reseller (Licensee
is then considered “Blueprint Authorized”). If some portions of the Software’s source
code are not provided, they are generally listed in the "Source Code Information" topic in
the documentation included with the Software.
If Licensee is Blueprint Authorized, Xceed grants Licensee the non-exclusive license to
view and modify the Source Code for the sole purposes of education, trouble-shooting,
and customizing features. If Licensee modifies the Source Code, Licensee may compile
the modified Source Code and use and distribute the resulting object code solely as a
replacement for the corresponding Redistributable Files the Source Code normally
compiles into.
The foregoing license is subject to the following conditions: (i) Xceed shall retain all
rights, title and interest in and to all corrections, modifications and derivative works of
the Source Code created by Licensee, including all copyrights subsisting therein, to the
extent such corrections, modifications or derivative works contain copyrightable code or
expression derived from the Source Code; (ii) Licensee may not distribute or disclose the
Source Code, or any portions or modifications or derivative works thereof, to any third
party, in source code form; (iii) Licensee acknowledges that the Source Code contains
valuable and proprietary trade secrets of Xceed, and agrees to take reasonable measures
to help insure its confidentiality; (iv) Under no circumstances may the Source Code be
used, in whole or in part, as the basis for creating a product that provides the same, or
substantially the same, functionality as any Xceed product; (v) If Licensee distributes a
compiled version of the modified Source Code or portions thereof, Licensee must
distribute it in accordance with the conditions listed in section 3 (“GRANT OF
DUPLICATION AND DISTRIBUTION LICENSE”) regarding the distribution of
Redistributable Files; and (vi) Licensee will not request technical support or error
corrections from Xceed on issues arising out of any modifications of the Source Code.
Licensee shall not be considered liable for any 3rd party malicious attempts to directly or
indirectly acquire the Source Code by decompiling, disassembling or otherwise reverse
engineering the Software.
5. SAMPLE CODE LICENSE
In addition to the licenses granted above, Xceed grants Licensee the non-exclusive
license to Use, copy and modify the source code version of those portions of the Software
identified as "Samples" or "Sample Code" or "Sample applications" ("Sample Code") for
the sole purposes of designing, developing, and testing Licensee’s software product(s). If
Licensee is Authorized, Licensee may distribute any software products developed by
Licensee that contain the Sample Code or modifications thereof.
The foregoing license is subject to the following condition: Licensee agrees to (i) not use
Xceed’s name, logo, or trademarks to market their software product(s); (ii) include a
valid copyright notice on all copies of the Sample Code and any derivative works thereof;
(iii) to indemnify and hold harmless Xceed from and against any claims or lawsuits,
including attorneys’ fees, that arise from or result from the use, copying, modification or
distribution of the Sample Code and/or derivative works thereof, and (iv) not permit
further distribution of the Sample Code and/or derivative works by third parties.
6. CUSTOMIZATION CODE LICENSE
Certain portions of The Software may be identified as "Customization Code" and
provided in source code form ("Customization Code"). Licensees that are not Authorized
may not modify or redistribute Customization Code. Licensees that are Authorized must
treat Customization Code as "Source Code" as described in section 4 ("GRANT OF
SOURCE CODE USE LICENSE") and the Customization Code is subject to the same
terms and conditions listed therein, with the exception that the non-exclusive license in
paragraph 2 of that section is granted to Licensee that is Authorized even if Licensee is
not Blueprint Authorized.
7. BACK-UP AND TRANSFER
Licensee may make copies of the Software solely for "back-up" purposes, as prescribed
by Canadian, United States, and international copyright laws. Licensee must reproduce
and include the copyright notice on the back-up copy. Licensee may transfer the Software
to another party only if the other party agrees to the terms and conditions of the
Agreement, and completes and returns registration information (name, address, etc.) to
Xceed within 30 days of the transfer. Upon transferring the Software to another party,
Licensee must terminate this Agreement by following the instructions in the
"AGREEMENT TERMS" section below.
8. REVERSE-ENGINEERING
Licensee acknowledges that the Software, in source code form, remains a confidential
trade secret of Xceed and/or its suppliers and therefore Licensee agrees that it shall not
modify, decompile, disassemble or reverse engineer the Software or attempt to do so,
except as otherwise permitted in this agreement. Licensee agrees to refrain from
disclosing the Software (and to take reasonable measures with its employees to ensure
they do not disclose the Software) to any person, firm or entity except as expressly
permitted herein.
9. RESTRICTIONS
Licensee may not Use, copy, modify, translate, or transfer the Software, documentation,
license key, or any of the files included with the Software except as expressly defined in
this agreement. Licensee may not attempt to unlock or bypass any “copy-protection”,
licensing or authentication algorithm utilized by the Software. Licensee may not remove
or modify any copyright notice, nor any "About" dialog or the method by which it may
be invoked. Licensee may not rent or lease the Software. Violations will be prosecuted to
the maximum extent possible under the law.
10. LIABILITY DISCLAIMER
The Software is provided as is, without any representation or warranty of any kind, either
express or implied, including without limitation any representations or endorsements
regarding the use of, the results of, or performance of the product, its appropriateness,
accuracy, reliability, or correctness. The entire risk as to the use of this product is
assumed by Licensee. Xceed does not assume liability for the use of the Software beyond
its original purchase price. In no event will Xceed be liable for additional direct or
indirect damages including any lost profits, lost savings, or other special, incidental or
consequential damages arising from any defects, or the use or inability to use the
Software, even if Xceed has been advised of the possibility of such damages.
11. EXPORT LAW
Licensee acknowledges and agrees that the Software may be subject to export restrictions
and controls. Licensee agrees and certifies that neither the Software nor any direct
product thereof (e.g. any application software product developed by Licensee that uses
the Software) is being or will be acquired, shipped, transferred, exported or re-exported,
directly or indirectly, into any country prohibited by U.S. or Canadian export restrictions
and controls. Licensee bears all responsibility for export law compliance and will
indemnify Xceed against all claims based on Licensee’s exporting the Software.
12. AGREEMENT TERMS
This Agreement is effective until terminated. This Agreement will terminate if Licensee
fails to comply with any terms or conditions of this Agreement. Upon such termination,
or to terminate this agreement intentionally, Licensee must delete the Software from all
its systems and storage media, and recall and delete any Redistributable Files Licensee
may have distributed.
13. PARTIES BOUND
If Licensee is executing this Agreement on behalf of an entity, then Licensee represents
that he or she has the authority to execute this agreement on behalf of such entity.
14. COPYRIGHT
The Software is Copyright ©1994-2012 Xceed Software Inc., all rights reserved. The
Software is protected by Canadian and United States copyright laws, international treaties
and all other applicable national or international laws.
15. OTHER RIGHTS AND RESTRICTIONS
Except for the limited licenses granted herein, Xceed retains exclusive ownership of all
proprietary rights (including all ownership rights, title and interest, and including moral
rights in jurisdictions where applicable) in and to the Software. Licensee agrees not to
represent that Xceed is affiliated with or approves of Licensee’s software product(s) in
any way.
16. GENERAL
This Agreement shall be interpreted, construed, and enforced according to the laws of the
Province of Quebec, Canada. In the event of any action under this Agreement, the parties
agree that federal and provincial courts located in Longueuil, Quebec will have exclusive
jurisdiction and that a suit may only be brought in Longueuil, Quebec and Licensee
submits itself for the jurisdiction and venue of the provincial and federal courts located in
Longueuil, Quebec.
This Agreement constitutes the entire agreement and understanding of the parties and
may be modified only in writing signed by both parties. No officer, salesman or agent has
any authority to obligate Xceed by any terms, stipulations or conditions not expressed in
the Agreement.
If any portion of this Agreement is determined to be legally invalid or unenforceable,
such portion will be severed from this Agreement and the remainder of the Agreement
will continue to be fully enforceable and valid.