IMPORTANT! READ CAREFULLY: THIS IS A LEGAL AGREEMENT. BY DOWNLOADING, INSTALLING, COPYING, SAVING ON YOUR COMPUTER, OR OTHERWISE USING THIS SOFTWARE (AS DEFINED BELOW), YOU (AS DEFINED BELOW) ARE BECOMING A PARTY TO THIS AGREEMENT AND YOU ARE ACCEPTING AND CONSENTING TO BE BOUND BY ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT.
IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, THEN YOU SHOULD NOT DOWNLOAD, INSTALL OR USE THE SOFTWARE. IF YOU HAVE ALREADY DOWNLOADED OR INSTALLED THE SOFTWARE YOU SHOULD REMOVE THE SOFTWARE FROM YOUR SYSTEM AND DESTROY ALL COPIES.
This License Agreement applies to You if you have purchased a Site License from Saxonica.
Upon Your acceptance of this License Agreement (the "Agreement"), Saxonica grants to You a non-exclusive and non-transferable license to use the Software, upon and provided that You agree to the following terms:
"Saxonica" means Saxonica Limited, a Company registered in England and Wales with its registered office located at Chiltern Chambers, St Peter's Avenue, Reading, United Kingdom RG4 7DH.
"You" means any individual or legal entity exercising rights or purporting to exercise rights under, and complying with all of the terms of, this Agreement. For legal entities, "You" includes any entity that controls, is controlled by, or is under common control with You. For purposes of this definition, "control" means (a) the power, directly or indirectly, to control the direction or management of such entity, whether by contract or otherwise, and/or (b) ownership of fifty percent (50%) or more of the issued share capital or beneficial ownership of such entity.
"Software" means the executable code of Saxon Enterprise Edition (Saxon-EE) or Saxon Professional Edition (Saxon-PE) as appropriate, together with all data files and documentation files that are distributed by Saxonica to accompany the executable code.
For licensing purposes Saxon-JS (JavaScript) is considered to be part of Saxon-EE.
"License Key" means the contents of the license file issued to You by Saxonica for the purpose of activating the Software.
"Number of Units Purchased" means the number of copies of the Software for which You have paid the appropriate fee, and equivalently the number of License Keys that are issued to you.
"Computer" means an assembly of hardware and software resources that may include a maximum of four processors provided that all main memory is shared between the processors. Any processor that has its own main memory is to be treated as a Computer in its own right, and any machine with more than four processors sharing main memory is to be treated as comprising a number of Computers such that each Computer has at most four processors.
"Site" means premises at a single postal address identified by You when purchasing a Site License, unless You employ fewer than one thousand full-time equivalent employees, in which case "Site" means all premises that You occupy together with all premises containing one or more Computers operated exclusively on Your behalf.
Note: A single License Key is issued, covering all the Computers on the Site.
The Software and License Key are the property of Saxonica. The Software is licensed, not sold. Title and copyright to the Software and License Key, in whole and in part and all copies thereof, and all modifications, enhancements, derivatives and other alterations of the Software regardless of who made any modifications, if any, are, and will remain, the sole and exclusive property of Saxonica.
The Software and License Key are protected by copyright law in England and by international treaty provisions. Further, the structure, organisation, and code embodied in the Software and License Key are valuable and confidential trade secrets of Saxonica and are protected by intellectual property laws and treaties. You agree to abide by the copyright law and all other applicable laws including, but not limited to, export control laws.
You may:
save and use the Software and License Key on any number of Computers physically located on Site, in perpetuity unless terminated under the specific provisions of this Agreement, such Computers being operated by You or on Your behalf;
save and use the Software and License Key on any Computer that is used exclusively by Your employee or contractor whose normal place of work is at Site or who is home-based or itinerant and whose management reporting line is to a manager based on Site;
make one copy of the Software and License Key for archival purposes.
You must not:
sell, redistribute, encumber, give, lend, rent, lease, sublicense, make available for download, or otherwise transfer the Software or any License Key or any portion thereof or rights thereto to anyone without the prior written consent of Saxonica;
reverse engineer, decompile, disassemble, modify, or translate the Software or any License Key or any portion thereof, or make any attempt to discover the source code thereof, or create derivative works thereof;
tamper with the security mechanisms designed to limit Your use of the Software to the functionality of the product package that You purchased;
install, access, or run the Software or any License Key from a network server, or save or use the Software on multiple Computers, in such a way that the number of Computers on which the Software is stored and/or is executing at any one time exceeds the Number of Units Purchased, except as provided in Saxon-JS above;
save or install the Software or any License Key on a network server in such a way as to enable the Software to execute on computers that are not covered by the license as described above.
For licensing purposes Saxon-JS is considered to be part of Saxon-EE, and purchasing a Saxon-EE license entitles you to use and deploy Saxon-JS subject to the following conditions:
You may:
save and use the Saxon-JS software in any location necessary to enable the execution of Saxon-JS Stylesheet Export Files;
make modifications to the Saxon-JS software to the extent necessary to diagnose or correct problems preventing its correct functioning, providing that you inform Saxonica of the changes you have made and offer Saxonica everything needed to incorporate such modifications in future releases of the Software, including without limitation technical information, test cases and intellectual property rights, which Saxonica may accept or decline at its discretion;
You must not:
promote any web site as an alternative source for downloading Saxon-JS;
disable or subvert the mechanisms in Saxon-JS designed to ensure that only Stylesheet Export Files generated using a licensed copy of Saxon-EE can be executed;
sell, redistribute, encumber, give, lend, rent, lease, sublicense, make available for download, or otherwise transfer a copy of Saxon-JS or any portion thereof, with or without modifications, to anyone without the prior written consent of Saxonica, except to the extent necessary to enable the execution of Saxon-JS Stylesheet Export Files created by You.
Any copies that You make in accordance with these conditions must be complete and unamended copies of the Software as supplied by Saxonica and in particular must retain the digital certificate of origin of any file that carries such a certificate, and must not omit any files containing notices claims or disclaimers associated with the Software or its components.
You are responsible for ensuring that the Software and License Keys and all copies that You make are used in accordance with these conditions, and You agree to provide such information to Saxonica or its agents as may reasonably be required to demonstrate Your compliance with these conditions.
This Agreement entitles You to install in place of the Software any product classified by Saxonica as an upgrade of the original Software, provided that the upgrade product is published by Saxonica within 12 months after the date of the original purchase or such other period as may be agreed in writing between You and Saxonica. Saxonica has absolute discretion whether to classify any new software as an upgrade of the original Software, and to decide whether and when to publish any such software.
Use of upgraded software may be subject to amended terms and conditions. Saxonica also has absolute discretion to cease distribution of any software product or version at any time.
Saxonica will defend and Indemnify You against all costs (including reasonable attorney's fees) arising from a claim that Software furnished and used within the scope of this Agreement infringes a UK copyright or UK patent provided that:
You notify Saxonica in writing within thirty (30) days of the claim;
Saxonica has sole control of the defence and all related settlement negotiations
You provide Saxonica with the assistance, information, and authority necessary to perform the above.
Saxonica will have no liability for any claim of infringement based on:
code contained within the Software which was not created by Saxonica; or
use of a superseded or altered release of the Software, except for such alteration(s) or modification(s) which have been made by Saxonica or under Saxonica's direction, if such infringement would have been avoided by the use of a current, unaltered release of the Software that Saxonica provides or has offered to You; or
the combination, operation, or use of any Software furnished under this Agreement with programs or data not furnished by Saxonica if such infringement would have been avoided by the use of the Software without such programs or data.
In the event the Software is held to infringe or is believed by Saxonica to infringe, or Your use of the Software is enjoined, Saxonica will have the option, at its expense, to:
modify the Software to cause it to become non-infringing; or
obtain for You a license to continue using the Software, or
substitute the Software with other Software reasonably suitable to You, or
if none of the foregoing remedies are commercially feasible, terminate the license for the infringing Software and refund any license fees paid for the Software, prorated over a three-year term from the effective date of the Agreement.
This Section states Saxonica's entire liability for infringement.
THE SOFTWARE IS DELIVERED TO YOU "AS IS" AND SAXONICA MAKES NO WARRANTY AS TO ITS USE OR PERFORMANCE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SAXONICA, AND ITS SUPPLIERS AND RESELLERS, DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE EVEN IF THAT PURPOSE HAS BEEN NOTIFIED BY YOU TO SAXONICA, TITLE, AND NON-INFRINGEMENT, WITH REGARD TO THE SOFTWARE, AND THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES. THIS LIMITED WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS. YOU MAY HAVE OTHERS, WHICH VARY FROM STATE/JURISDICTION TO STATE/JURISDICTION.
PRODUCT SPECIFICATIONS PUBLISHED BY SAXONICA, INCLUDING STATEMENTS REGARDING THE CONFORMANCE OF THE PRODUCT TO EXTERNALLY PUBLISHED SPECIFICATIONS, ARE MADE IN GOOD FAITH BUT DO NOT CONSTITUTE PART OF ANY CONTRACT.
IN NO EVENT SHALL SAXONICA OR ITS SUPPLIERS OR RESELLERS BE LIABLE TO YOU UNDER ANY THEORY FOR ANY DAMAGES SUFFERED BY YOU OR ANY USER OF THE SOFTWARE, OR FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, OR SIMILAR DAMAGES (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 OR INABILITY TO USE THE SOFTWARE, OR THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES, EVEN IF SAXONICA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED.
IN ANY CASE, SAXONICA'S ENTIRE LIABILITY UNDER ANY PROVISION OF THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU FOR THE SOFTWARE. BECAUSE SOME STATES AND JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
If You fail to comply with the terms and conditions of this Agreement, Saxonica may terminate this Agreement and Your right and license to use the Software. You may terminate this Agreement at any time by notifying Saxonica. Upon the termination of this Agreement for any reason You must delete the Software and all License Keys from Your computer and archives.
YOU AGREE THAT UPON TERMINATION OF THIS AGREEMENT FOR ANY REASON, SAXONICA MAY TAKE ACTIONS SO THAT THE SOFTWARE NO LONGER OPERATES.
The Software includes components that Saxonica uses, copies, modifies, and/or redistributes under the terms and conditions of various licenses. These components and their licenses may vary from one release of the Software to another. Some of these licenses may give You additional rights including for example the right to obtain and make modifications to the source code of the relevant component, subject to specific terms and conditions defined in the relevant license. Details of these components and the licenses that apply to them are included in the product documentation associated with each release of the Software, and the details that apply to the current release of the Software are published on the World Wide Web at http://www.saxonica.com/documentation/index.html#!conditions or at such other location as Saxonica may determine.
Saxonica reserves the right at any time to cease the support of the Software and to alter prices, features, specifications, capabilities, functions, licensing terms, release dates, general availability or other characteristics of the Software.
This Agreement constitutes the entire agreement between the parties concerning Your use of the Software, and supersedes any and all prior or contemporaneous oral or written representations, communications, or advertising with respect to the Software. No purchase order, other ordering document or any hand written or typewritten text which purports to modify or supplement the printed text of this Agreement or any schedule will add to or vary the terms of this Agreement unless signed by both You and Saxonica.
A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, shall not waive such term or condition or any subsequent breach. The provisions of this Agreement which require or contemplate performance after the expiration or termination of this Agreement shall be enforceable notwithstanding said expiration or termination.
Titles are inserted for convenience only and shall not affect in any way the meaning or Interpretation of this Agreement. If any provision of this Agreement is held invalid, the remainder of this Agreement will continue in full force and effect.
Either Saxonica or You may assign this Agreement in the case of a merger or sale of substantially all of its respective assets to another entity. This Agreement shall be binding upon and shall inure to the benefit of the parties, their successors and assigns.
This Agreement will be governed by the laws of England. Any disputes arising in relation to this Agreement shall be subject to the exclusive jurisdiction of the English Courts.