Public License – STEP FORWARD®
Version 5.3
PLEASE READ THESE LICENSE TERMS CAREFULLY BEFORE PROCEEDING
WITH THE INSTALLATION OF STEP FORWARD. IF YOU PROCEED WITH
THE INSTALLATION, YOU SIGNIFY THAT YOU CONCUR WITH THE TERMS
OF THIS LICENSE.
1.
Definitions
STEP
FORWARD - is a registered Trademark of STEP FORWARD
Software Inc. (“STEPFORWARD”) for a general
purpose computer program to receive, store, manipulate and
retrieve data and information in accordance to the end users
specification (the “Product”), the source code
of which is the property of STEP FORWARD Software Inc. Said
Trademark is used under license by Gestalt Corporation (“Gestalt”)
and any related companies as Registered Users.
CASH -
Corporate Administrative Services Host™ (“CASH”) – is
the Trade Name of the administrative services division of
Mi Group of Companies of which Gestalt Corporation is an
integral part, and the legal entity that will accept and
process all credit card payments for the Product on behalf
of the Licensor.
Agent -
means a legal entity representing or authorized to act on
behalf of another legal entity.
Configurator -
means an individual who has been authorized by the Licensee
to utilize a licensed copy of STEP FORWARD to create a STEP
FORWARD-based application and actually carries out the configuration
process.
Configured
or Configuration - means the process of creating
a STEP FORWARD-based application.
End-User -
means any Legal Entity targeted as a potential user or an
actual user of the Product who must be a Licensee in order
to deploy the Product.
Executable
Code - means computer instructions in any form
other than Source Code.
Legal
Entity - means and includes, without creating limitations
of any kind, an individual or a partnership; an incorporated
company, organization, or institution; or a government agency;
or any entity recognized under law to be capable of entering
into contractual relationships.
License -
means this Document and the inherent right to utilize STEP
FORWARD for development or deployment purposes.
Licensee -
means any Legal Entity that has obtained a License to utilize
the Product for any legal Purpose.
Licensor -
means Gestalt Corporation (or its assignee) acting on behalf
of its parent company STEP FORWARD Software Inc. which can
be reached at wolfgang@gestalt.com.
Purpose -
means the utilization of the Product, for example and without
creating limitations of any kind, for one of the following,
alone or in combination: to learn about STEP FORWARD’s
capabilities; to train oneself in the art and science of
application development afforded by STEP FORWARD; to provide
consulting services to any Legal Entity as well as other
Licensees; to develop STEP FORWARD-based applications for
a specific market or End-User, with or without compensation;
or any other legal purpose that the Configurator deems beneficial.
Product -
means a duly licensed copy of STEP FORWARD in Executable
Code, with the accompanying materials, and any designated
derivatives and enhancements thereto.
Source
Code - means computer instructions in its original
human readable form.
STEP
FORWARD-based - means any application created,
in whole or in part, with STEP FORWARD; being a collection
of serialized Java objects that can perform a specific task
under the STEP FORWARD runtime environment.
You
or Your - usually used in lower case, means the
Legal Entity or its Agent(s) exercising rights under, and
complying with all of the terms and conditions of this License
or a future version of this License issued as provided for
under Section 4.1 of this License.
Your
Application - means a STEP FORWARD-based application
being configured by you as a Licensee, or your duly authorized
agent, or the Licensor, and offered for distribution, with
or without compensation, subject to the END-User acquiring
a STEP FORWARD License, directly from the Licensor.
2. License Term
2.1
Effective Date
This License becomes effective and binding on you the moment that you install
the Product.
2.2
Expiration Date
The Licensor shall deliver to the Licensee the Product with a pre-programmed
expiration date according to the negotiated term, it being understood that the
Product will fail once such date is reached. Provided, however, that the Licensor
shall have the right to deliver the Product with a pre-programmed interim expiration
date and periodically increment it, if the financial obligation entered into
by the Licensee in order to obtain the Product, has not been discharged in full
when the Product is delivered and installed.
2.3
Premature Termination of License and Rights Granted
This License and the rights granted hereunder will terminate automatically if
you fail to comply with the terms contained herein and fail to cure such breach
within 30 days of becoming aware of the breach; or, you fail to pay to CASH,
according to terms, any financial obligation entered into in order to obtain
the License. Provisions which, by their nature, must remain in effect beyond
the termination of this License shall survive and any remaining financial obligations
shall continue in force, subject to the maximum rate of annual interest that
is legally permissible, even though you will be unable to access the Product
and any stored data due to the premature termination caused by your non-compliance
of the terms and conditions of this License.
2.4
Re-establishing a Terminated License
In the event of a premature termination, the Licensor may, upon the Licensee
rectifying the cause of the premature termination to the satisfaction of the
Licensor, re-establish the License; provided, however, that such License shall
be subject to the licensing terms in effect at that time, even if the Product
version has not changed.
3. STEP FORWARD License
3.1
Using STEP FORWARD
The Licensor hereby grants you a world-wide, royalty-free, non-exclusive, non-transferable,
non-sublicenseable right, subject to any third -party intellectual property
claims, to use the Product for any legal Purpose.
3.2
Right to earn Income
You may market Your STEP FORWARD-based Application as you deem fit and at charges
that you alone determine; provided, however, that each End-User must acquire,
directly from the Licensor, a STEP FORWARD License for a sufficient number of
users, and pay to the Licensor licensing fees as may be in force from time to
time, or which may be negotiated between the End-User and the Licensor.
3.3
Adding your own functionality
You can add your own functionality to STEP FORWARD in the form of pre-compiled
Java classes. Any such class that you create shall remain your own intellectual
property.
3.4
Licensor's Property Right
The Licensee acknowledges the Licensor's exclusive and beneficial ownership
of all intellectual property rights in and to the Product generally and STEP
FORWARD specifically, and will not attempt or cause anyone else to attempt to
reverse-engineer, decompile, disassemble, develop a competing product, rent,
distribute, or market the Product.
3.5
No Rights in Trademarks or Copyrights
You acknowledge that STEPFORWARD owns and retains all copyrights and other proprietary
rights in the Product and you agree that you will not, at any time, claim any
interest in the Product. Furthermore, you undertake not to do anything which
may adversely affect the validity or enforceability of any trademark, trade
name, copyright or logo belonging to or licensed to STEPFORWARD (including,
without limitation, any act, or assistance to any act, which may infringe or
lead to the infringement of STEPFORWARDS copyright in the Product).
3.6
Designation Excluded
You are not permitted to identify yourself as a “Certified STEP FORWARD
Configurator” unless and until you have received written approval to do
so, from a duly authorized representative of the Licensor.
4. Rights Reserved by Licensor
4.1
Versions of the License
You agree to be bound by the terms of the License version that was in effect
with the Product version for which you obtained the License; and this License
shall remain in full force and effect for as long as you utilize the corresponding
Product version, unless a more current License version applies as contemplated
by Section 2.4 of this License.
4.2
Effect of New License Versions
Each Product release, being part of the regular Product enhancement process,
contains a copy of the then current License version and Licensee acknowledges
to be bound thereby as part of the installation process.
4.3
Miscellaneous
You agree that any varying or additional terms contained in any purchase order
or other written notification or document issued by you in relation to the Product
licensed hereunder shall be of no effect unless authorized and agreed to in
writing by the Licensor but not by any third party. The failure of or delay
by the Licensor to exercise any of its rights under this License or any other
written Agreement or upon breach of this License or any other written Agreement
shall not be deemed a waiver of those rights or of the breach.
5. Disclaimers
5.1
No Warranty
THE PRODUCT IS PROVIDED UNDER THIS LICENSE ON AN "AS IS" BASIS, WITHOUT
WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION,
WARRANTIES THAT THE PRODUCT IS FREE OF DEFECTS, MERCHANTABLE, FIT FOR A PARTICULAR
PURPOSE OR NON-INFRINGING. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE
OF THE PRODUCT AND ANY STEP FORWARD-BASED APPLICATION IS WITH YOU. SHOULD ANY
STEP FORWARD-BASED APPLICATION PROVE DEFECTIVE IN ANY RESPECT, YOU ASSUME THE
COST OF ANY NECESSARY SERVICING, REPAIR OR CORRECTION. THIS DISCLAIMER OF WARRANTY
CONSTITUTES AN ESSENTIAL PART OF THIS LICENSE. NO USE OF THE PRODUCT IS AUTHORIZED
HEREUNDER EXCEPT UNDER THIS DISCLAIMER. IN NO EVENT WILL LICENSOR BE LIABLE
TO YOU FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL DAMAGES, OR PUNITIVE DAMAGES,
INCLUDING ANY LOST PROFITS OR LOST SAVINGS, EVEN IF A LICENSOR'S REPRESENTATIVE
HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY
THIRD PARTY. THE LICENSOR ALSO ASSUMES NO RESPONSIBILITY, AND SHALL NOT BE LIABLE
FOR, ANY DAMAGES TO, OR VIRUSES THAT MAY INFECT, YOUR COMPUTER EQUIPMENT OR
OTHER PROPERTY ON ACCOUNT OF DOWNLOADING, OR USE OF THE PRODUCT.
Some
jurisdictions do not allow the exclusion of implied warranties,
so the warranty language above may not apply to you. In such
case, the Licensor’s liabilities shall be limited by
the provisions below entitled “Limitation on Liability.”
5.2
Limitation on Liability
In no case will the Licensor’s liability exceed the amount of the license
fee actually paid by the Licensee to the Licensor. In the event that the Licensor
is awarded damages under this clause, the Licensee shall immediately and instantaneously
forfeit all rights to use the Product.
5.3
Support
The Product is supported by the Licensor on a negotiated fee basis.
6. Legal Matters
6.1
Jurisdiction
This License shall be governed by and construed in accordance with the laws
of the Province of Alberta, Canada, without regard to conflicts of law provisions
thereof. This Agreement shall not be governed by the United Nations Convention
on Contracts for the International Sale of Goods, the application of which is
expressly excluded.
6.2
Enforceability
This License represents the complete agreement concerning the subject matter
hereof. If any provision of this License is held to be unenforceable, such provision
shall be reformed only to the extent necessary to make it enforceable. Any law
or regulation which provides that the language of a contract shall be construed
against the drafter shall not apply to this License.
7. No Coercion
If you are unable to agree to the terms of this License in a whole-hearted manner
and without reservation, you should not proceed with the installation of the
Product or utilize it in whatever setting.
Trademark
Notice
STEP FORWARD and the Triple-Arrow are Registered Trademarks of
STEP FORWARD Software Inc., Calgary, AB, Canada, T2J OK5.
CASH Corporate Administrative Services Host is a Trademark and Trade Name of
Mi Solutions Research Corporation, Calgary, AB, Canada, T2J 0K5
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