Collabion - Software Licensing Agreement - Annual Subscription Model

IMPORTANT - PLEASE READ THIS SOFTWARE LICENSE AGREEMENT ("AGREEMENT" or "LICENSE") CAREFULLY BEFORE ATTEMPTING TO DOWNLOAD OR USE ANY SOFTWARE, DOCUMENTATION, OR OTHER MATERIALS MADE AVAILABLE THROUGH COLLABION WEB SITE (Collabion.com or affiliated sites). THIS AGREEMENT CONSTITUTES A LEGALLY BINDING AGREEMENT BETWEEN YOU OR THE COMPANY WHICH YOU REPRESENT AND ARE AUTHORIZED TO BIND (the "Licensee" or "You"), AND INFOSOFT GLOBAL PRIVATE LIMITED. ("InfoSoft" or "Licensor"). IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, DO NOT DOWNLOAD, INSTALL OR USE THE SOFTWARE. THESE LICENSE TERMS, TOGETHER WITH ANY APPLICABLE NON-DISCLOSURE AGREEMENT APPEARING OR REFERENCED ON COLLABION WEBSITE OR IN THE FILES DELIVERED DURING INSTALLATION REPRESENT THE ENTIRE SET OF TERMS AND CONDITIONS GOVERNING YOUR USE OF THIS SOFTWARE AND ACCOMPANYING WRITTEN MATERIALS (WHERE APPLICABLE), AND SUPERSEDE ANY OTHER PRIOR PROPOSAL, REPRESENTATION, OR UNDERSTANDING BETWEEN THE PARTIES.

BY INSTALLING, COPYING, OR OTHERWISE USING SOFTWARE, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD THIS AGREEMENT AND AGREE TO THE VALIDITY AND WOULD BE BOUND BY THE TERMS OF THIS LICENSE GRANT.

IT IS HIGHLY RECOMMENDED THAT YOU KEEP A COPY OF THIS LICENSE FOR YOUR RECORDS.

1. Definitions

  1. "InfoSoft" means InfoSoft Global Private Limited and its licensors, if any.
  2. "Software" or "Collabion Software" means only the software program(s) as described in Exhibit A.
  3. "Source Code" shall include computer programming code or any computer instructions necessary to compile Collabion Software.
  4. "Derivative Works" means any software programs that are developed by Licensee and which incorporate or contain modifications of any part of Source Code, and including any revision, modification, translation (including compilation or recapitulation by computer), abridgment, condensation, expansion or any other form in which Source Code, may be recast, transformed or adapted.
  5. "Documentation" means all end user and developer documentation supplied for Collabion Software, including subsequent revisions and updates thereto.
  6. "Minor Version Upgrade" means an upgrade to the current version of Collabion Software, as indicated by a change in version number to the right of the decimal point (e.g. Version 1.1 to Version 1.2).
  7. "Major Version Upgrade" means an upgrade to a new version of Collabion Software, as indicated by a change in version number to the left of the decimal point (e.g. Version 1.0 to Version 2.0).
  8. "Trial Version" means a version, so identified, of Collabion Software to be used to review and evaluate Collabion Software only.
  9. "Not For Resale Version" means a version, so identified, of Collabion Software to be used to review and evaluate Collabion Software only.
  10. "Production server or WFE Server" means a computer with Microsoft SharePoint Server installed in your Production Farm environment, with one or more computer central processing units (CPU's) that operates for the purpose of serving other client computers logically or physically connected to it, including, but not limited to, other computers connected to it on an internal network, intranet or the Internet.
  11. "Web Parts" mean reusable server-side software controls that run inside the context of special pages (Web part pages) within an ASP.NET application or a Windows SharePoint Services site, and form the building blocks of pages in Windows SharePoint Services.
  12. "Intellectual Property Rights" means patents, trade or service marks, registered designs or applications for any of the foregoing, copyright, design rights, database right and any other industrial or intellectual property right.

2. Ownership & License Grant

Subject to the terms and conditions of this Agreement and upon Licensee's full payment of the applicable fees, if any, the Licensor hereby grants to you, and you accept, a non-exclusive, non-transferable license to use, copy and modify the Software only as authorized below. This License will be registered in the licensee's name, and is effective until terminated as provided below. You may terminate this License by destroying the Software and any copies of the Software in your possession. This License will terminate automatically upon non-renewal, or any violation of its terms by you. This is a license agreement and not an agreement for sale. The Licensor continues to own the copyright of the Software. Your rights to the Software are specified in this Agreement, and the Licensor retains all rights not expressly granted to you in this Agreement. This software is protected by copyright laws and international treaty provisions. Except for the rights expressly granted in this Agreement, this License transfers to you no right, tide, or interest in the Software, or any copyright, patent, trademark, trade secret, or other intellectual property or proprietary right in the Software. The Licensor retains sole and exclusive title to all portions of the Software and any copies thereof. You agree not to disclose the Software to anyone.

3. Licenses of Collabion Software and permitted uses

Collabion Software is licensed based on the mode that you choose to run it in, as below:

  1. Trial Mode - Trial License, valid for 30 days
  2. Standard Mode - Standard (Free) License, free to use forever
  3. Pro Mode - WFE Server License, renewed annually

Based on your selection of the mode for Collabion Software, this Agreement grants you a limited, non-transferable, time-bound and non-exclusive right to the following:

  1. Permitted Uses under Trial License
    1. You are authorized to install, copy, and use the Trial Version of Collabion Software on any number of servers running Microsoft SharePoint within your organization, for the sole purpose of testing its functionality and performance.
    2. You agree to not remove, obscure, or alter the messages from Trial Version of Collabion Software.
    3. The trial versions of Software may have limited time period or features and evaluation messages at the top of each chart. It may also contain links to Collabion website.
  2. Permitted Uses under Standard (Free) License
  3. The Standard (Free) version of Collabion software is fully functional with no time restrictions, but with reduced feature set compared to the Pro Mode.

    1. You are authorized to use Collabion software on any number of servers running Microsoft SharePoint within your organization.
    2. You agree to not remove, obscure, or alter the messages used to showcase features of Pro Mode, from Collabion Software.
    3. You can make copies of the software for backup purpose.
  4. Permitted Uses under WFE Server License for Pro Mode
  5. A separate license is required for each WFE Server in your Production or Development environment on which you will be installing and running the Software. This license is granted on an annual basis for each WFE server and needs to be renewed annually, upon expiration. If the license is not renewed, the software automatically downgrades to Standard or Trial mode, till further renewed.

    1. You are authorized to use the software on ONE WFE server, running Microsoft SharePoint, for a period of one (1) year from the date of purchase or renewal. 1 WFE Server License for the Software may only be used on one and the same WFE Server, identified by its ID.
    2. You are authorized to allow any number of users to access the web parts containing output of Collabion software, served through the same WFE Server.
    3. You can make copies of the software for backup purpose.

4. Prohibited Uses

You may NOT, without the prior written permission of Licensor:

  1. Use the Software as separate components and/or for building ASP.NET applications or standalone applications in any platform or environment besides a SharePoint server
  2. Use the Software as or to create a product or service or utility which exposes the functionality of the Software to other users in such a way as to compete, directly or indirectly, with the Software.
  3. Use or distribute the Software or part of software as part of another Software product, framework, component, library or plug-in. An OEM license is required for such usage.
  4. Use 1 WFE Server license (Pro Mode) on more than one WFE server. Single WFE Server License for the Software may only be used on one and the same WFE Server.
  5. Disassemble, decompile, decode or otherwise reverse translate or engineer, or attempt in any manner to reconstruct or discover any source code or underlying algorithms of Software, if provided in object code form only.
  6. Use, copy, modify, or merge copies of the Software and any accompanying documents except as permitted in this Agreement.
  7. Sell, lease, assign, transfer, sublicense, disseminate, translate, duplicate, reproduce or copy the Software (or permit any of the foregoing) or any information pertaining thereto to any other party except as permitted in this Agreement.
  8. Transfer, rent, lease, or sublicense the Agreement.

5. Source Code

Provided you have purchased a license to the source code as part of a license that includes it, you may make modifications, enhancements, derivative works and/or extensions to that licensed source code provided to you under the terms set forth in this section.

You will not grant, either expressly or impliedly, any rights, title, interest, or licenses to any such modifications, enhancements, derivative works and/or extensions to any third party. You will, however, be entitled to use such modifications, enhancements, derivative works and/or extensions under the terms set forth in this agreement. You hereby assign all right, title and interest in and to such modifications, enhancements, derivative works and/or extensions to the licensed source code to Licensor.

  1. You may not distribute Collabion Software source code, or any modification, enhancement, derivative work and/or extension thereto, in source code form.
  2. The source code contained herein and in related files is provided to the registered developer for the purposes of modification, education and troubleshooting. Under no circumstances may any portion of the source code be distributed, disclosed or otherwise made available to any third party without the express, prior written consent of the Licensor.
  3. 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 Collabion Software. You will not take any action, or assist or otherwise aid anyone else in taking any action, that would limit Licensors's independent development, sale, assignment, licensing or use of its own software or any modification, enhancement, derivative work and/or extension thereto.
  4. You will not modify or delete, in whole or part, any copyright, trade secret, proprietary, confidential or other notice thereon or therein without the express, prior written consent of InfoSoft.

YOU UNDERSTAND AND ACKNOWLEDGE THAT SOURCE CODE IS LICENSED AS IS, AND THAT LICENSOR DOES NOT PROVIDE ANY TECHNICAL SUPPORT FOR SOURCE CODE.

6. Academic License Eligibility

InfoSoft offers qualified Educational Institutions or Organizations and eligible Academic End Users the ability to buy educational licenses of Collabion Software for educational instruction purposes. Educational versions of Collabion Software can not be used for any commercial purpose. Programs and prices are subject to change without notice. Please contact us at sales@collabion.com for eligibility requirements or if you have any other questions about the academic License Eligibility.

7. Copyright

All title and copyrights in and to the Software (including but not limited to any images, photographs, animation, video, audio, music, text and "SWFs" incorporated into the Software) and the accompanying printed materials are owned by InfoSoft or its suppliers. The software is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The software is licensed, not sold. Title to the software shall at all times remain with InfoSoft. You must treat the Software like any other copyrighted material, except that you may, in addition to the copies permitted in this license agreement, make one copy of the Software solely for backup or archival purposes.

8. Termination

This Agreement and the License granted hereunder shall last as long as you renew it annually, and use the Software in compliance with this Agreement. InfoSoft may terminate this Agreement and the License granted hereunder if you fail to comply with any of the terms and conditions of this Agreement. Upon termination of this Agreement for any reason the License granted to you hereunder shall terminate automatically and you shall immediately cease use and distribution of the Software. You must also destroy all copies of the Software, documentation and demos provided by InfoSoft in connection with this Agreement.

9. Confidentiality

You acknowledge that the Software and any source code provided to you pursuant to this Agreement, as well as any modification, enhancement, derivative work and/or extension thereto includes valuable trade secrets of InfoSoft. You agree to maintain in confidence the Collabion Software Source Code, and any modification, enhancement, derivative work and/or extension thereto, by using at least the same physical and other security measures as you use for your own confidential technical information and documentation, but in no event less than a commercially reasonable standard of care. You further agree not to disclose the Collabion Software Source Code , or any aspect thereof, or any modification, enhancement, derivative work and/or extension thereto, or any aspect thereof, to anyone other than employees or contractors who have a need to know or obtain access to such information in order to support your authorized use of the Software and who are bound to protect such information against any other use or disclosure. You agree to assume full responsibility for such employees' or contractors' use, or misuse, of such disclosed source code as if it was your use. These obligations shall not apply to any information generally available to the public, independently developed or obtained without reliance on InfoSoft's information, or approved in writing for release by InfoSoft without restriction.

10. Limited Warranty

  1. Except with respect to source code, which is provided "as is", without warranty of any kind, InfoSoft warrants that the Software will perform substantially in accordance with the accompanying materials for a period of thirty (30) days from the date of purchase. InfoSoft does not warrant that the Software will be error-free. Source code is licensed "as is". InfoSoft does not provide any technical support for source code.
  2. The Software may be provided with third-party components or plug-ins or other third-party software as set forth in Section 12. InfoSoft has acquired and conformed to the requisite licenses for such third-party software for embedding within InfoSoft and warrants that such third-party plug-ins or components will perform substantially in accordance with the expected behavior for a period of thirty (30) days from the date of download. InfoSoft does not warrant that the third-party Software will be error-free.
  3. InfoSoft's and its suppliers' entire liability, in contract, tort or otherwise, and your exclusive remedy under the performance warranty shall be, at InfoSoft's option, either (a) return of the purchase price paid, or (b) repair or replacement of the defective Software. Software purchased other than directly from InfoSoft shall be returned to the place it was purchased. This limited warranty is void if failure of the Software has resulted from accident, abuse, or misapplication. Any replacement Software will be warranted for the remainder of the original thirty (30) day period.
  4. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 10, INFOSOFT AND ITS SUPPLIERS DISCLAIM ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, WHETHER ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OR TRADE, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF ACCURACY, COMPLETENESS, PERFORMANCE, CURRENCY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH REGARD TO THE SOFTWARE.

Some jurisdictions do not allow the exclusion or limitation of implied warranties, so the above exclusions might not apply to you.

11. Limitation of Liabilities

InfoSoft's liability, whether in contract, tort, or otherwise, arising out of Licensee's use of, or in connection with, the SOFTWARE, or otherwise under this Agreement, shall not exceed the amount of the license fee paid by you to InfoSoft. IN NO EVENT SHALL INFOSOFT 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, EVEN IF INFOSOFT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12. Third party Components

The Software includes third party components licensed by InfoSoft for purpose of embedding within the Software. InfoSoft has reviewed, acquired and conformed to licenses of all such third party components, thereby not requiring you to separately acquire the same. The terms of such license will apply in lieu of the terms of this Agreement, and InfoSoft hereby represents and warrants that the license granted to such Components will be no less broad than the license granted in this Agreement. The Components are provided "as is" by the third party licensors who disclaim all liabilities, damages, (even if they have been advised of the possibility of such damages), warranties, indemnities and other obligations of any kind, express or implied, with regard to the components. The components are excluded from any indemnity provided by InfoSoft in this license. Nothing in the foregoing affects any performance warranty provided by InfoSoft with regard to the Software as a whole.

A list of included Components and their respective licenses shall be provided upon request.

13. General

  1. Relationship of Parties. The parties are independent contractors, and not agents, employees or joint venturers of one another, and do not have any authority to bind the other party by contract or otherwise to any obligation. Neither party will represent to the contrary, either expressly, implicitly, by appearance or otherwise.
  2. Governing Law. This Agreement will be governed by the law of the State of California, U.S.A., without regard to the conflict of laws principles thereof. The Uniform Computer Information Transactions Act and the United Nations Convention on the International Sale of Goods shall not apply to this Agreement. If any provision of this Agreement is to be held unenforceable, such holding will not affect the validity of the other provisions hereof. Failure of a party to enforce any provision of this Agreement shall not constitute or be construed as a waiver of such provision or of the right to enforce such provision.
  3. Compliance with Export Laws. Each party shall comply with the laws. Neither party shall export or re-export directly or indirectly (including via remote access) any part of the Collabion Software to any country for which a license is required under the Export Laws without first obtaining a license.
  4. Trademark Usage and Publicity. InfoSoft may use Licensee's name and logos in its marketing, promotion and website, as is reasonably necessary to describe and promote Collabion Software.
  5. Complete Agreement. This Agreement, including all Exhibits, constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes and replaces all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter. No amendment to or modification of this Agreement will be binding unless in writing and signed by a duly authorized representative of both parties.

14. Upgrades & Updates

You are eligible to receive all Major Upgrades and Minor Updates for the Software that you license hereunder, as long as you have an active license for the product. The license is time-bound, to be renewed annually.

Updates replace and/or supplement (and may disable) the version of the Software that formed the basis for your eligibility for the Update. You may use the resulting updated Software only in accordance with the terms of this License

15. Support

InfoSoft offers two types of support:

  1. Self-serve Support: This support is available online on Collabion website (www.collabion.com) and includes articles, tips and documentation on how to use Collabion Software. There may be short periods of downtime due to maintenance and possible internet outage. InfoSoft offers self-serve support 'as-is' and does not guarantee any specific level of uptime or warranty of any kind.
  2. Personalized Priority Support: Personalized Priority support will be provided by InfoSoft Support Staff via telephone and email. Personalized Priority Support is only available to customers with an active product license.

InfoSoft Support Staff will provide support to Collabion Software licensees only, and not their end customers. InfoSoft will support only the last major version of those products released. At its discretion, it can provide free upgrades to the latest version of Collabion Software to help resolve any problem. InfoSoft Support Staff will provide support only on Collabion Software, thereby not extending to technologies or products in whose conjunction the licensee is using Collabion Software.

Support hours are IST 9.30am to 7.30pm (IST = +5.30 GMT), Monday to Friday excluding statutory holidays and company holidays. Official support email is sales@collabion.com.

InfoSoft does not guarantee results under this agreement but merely agrees to use reasonable diligence in attempting to accomplish its obligations. InfoSoft shall not be liable for any damages caused by delay in delivering or furnishing any services referred to in this Agreement. The support subscription is non-transferrable, except in case of acquisition or sale of licensee company.

Exhibit A: Description of Licensed Software

- Collabion Charts for SharePoint v2

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, THAT YOU UNDERSTAND THIS AGREEMENT, AND UNDERSTAND THAT BY CONTINUING THE INSTALLATION OF THE SOFTWARE PRODUCT, BY LOADING OR RUNNING THE SOFTWARE PRODUCT, OR BY PLACING OR COPYING THE SOFTWARE ONTO YOUR COMPUTER HARD DRIVE, YOU AGREE TO BE BOUND BY THIS AGREEMENT'S TERMS AND CONDITIONS. YOU FURTHER AGREE THAT, EXCEPT FOR WRITTEN SEPARATE AGREEMENTS BETWEEN INFOSOFT AND YOU, THIS AGREEMENT IS A COMPLETE AND EXCLUSIVE STATEMENT OF THE RIGHTS AND LIABILITIES OF THE PARTIES.