PROGRESS SOFTWARE CORPORATION
OEDK LICENSE AGREEMENT
This is a legal agreement between You (as an individual or an employee of an entity and referred to herein as “You”) and Progress Software Corporation (“PSC”) regarding Your use of the PSC OpenEdge Developers’ Kit Software and Program Materials - Classroom Edition (the “OEDK”).
BY DOWNLOADING, INSTALLING, ACCESSING OR USING THE SOFTWARE AND/OR PROGRAM MATERIALS, YOU ACCEPT THE TERMS OF THIS END-USER LICENSE AGREEMENT AND CONSENT TO THE TRANSMISSION OF CERTAIN INFORMATION DURING USE OF THE SOFTWARE AS SET FORTH HEREIN. IF YOU DO NOT AGREE TO THE TERMS OF THIS END-USER LICENSE AGREEMENT, DO NOT INSTALL, ACCESS OR USE THE SOFTWARE OR PROGRAM MATERIALS.
a. The OpenEdge Developers’ Kit was created to assist You in developing and testing software applications based on the Progress OpenEdge Platform. The OpenEdge Developers’ Kit is available to individual developers, whether independent or within an organization, who have been issued a Progress ID. You may obtain a Progress ID by registering on the Progress Community Website at https://community.progress.com. You may obtain the Classroom Edition of the OpenEdge Developers’ Kit at https://community.progress.com/community_groups/openedge_classroom/default.aspx the “OEDK Website”). PSC reserves the right to discontinue offering the OpenEdge Developers’ Kit (or any Updates thereto) or to modify the OEDK at any time in its sole discretion; provided, however, that any such discontinuance or modification will not apply to You until the expiration of Your current term.
b. Program Materials. The term “Program Materials” means all information and materials, including documentation, training materials, technical information and presentation materials related to the Software made available to You as part of the OpenEdge Developers’ Kit.
c. Software. The term “Software” means commercially released software products owned by PSC or its licensors which may be delivered to You or which You may be permitted to download from the OEDK Website.
d. Documentation. The term “Documentation” means all product information provided by PSC, whether in printed or electronic form, describing the Software and Program Materials.
e. Updates. The term “Updates” means any software patches, updates, new versions or new releases of the Software or updates or supplements to the Documentation or Program Materials, which You may receive. Your use of Software Updates is subject to the terms of this Agreement, together with the applicable clickwrap license, if any, accompanying the Update.
2. License Grant.
Subject to the terms and conditions of this Agreement, and subject also to the applicable clickwrap license agreement accompanying any Software You download from the OEDK Website, PSC grants You a personal, non-exclusive, non-transferable, limited license to use the Software and Program Materials only for the purpose of internal design, development, and testing of application software designed to function with the Progress OpenEdge Platform.
a. The license granted pursuant to Paragraph 2 above is personal to You and may not be transferred, loaned, assigned or provided to another person, whether within or outside of Your organization.
b. You may use the Software and Program Materials solely for the purposes of designing, developing and testing Your OpenEdge-compatible software applications in a test environment, and for no other purpose. You may not deploy or use the Software and/or Program Materials in a production environment.
c. From time to time, You may have access to Pre-Release Code. In addition to the limitations described in this Agreement, You acknowledge that the Pre-Release Code is in the development stage, that it may contain known and unknown errors, that the results of its use and operation may be unreliable, and that damage to Your development environment may be caused by the use of Pre-Release Code.
e. All Updates shall be considered part of the Software, Documentation and/or Program Materials (as applicable) and subject to the terms and conditions of this Agreement. Additional license terms and conditions may accompany Updates as described in the first paragraph of this Agreement. By downloading, installing, copying or otherwise using any Update, You agree to be bound by the terms and conditions accompanying each Update.
f. You may receive Documentation as part of the Program Materials. PSC grants You a non-exclusive, non-transferable, limited license to copy and use the Documentation solely on an internal use basis in support of your application design, development and testing activities.
a. PSC may make available support services for the Software and Program Materials.
a. While certain editions of the OEDK require payment of an annual Subscription Fee, the Classroom Edition is royalty-free.
The Software, Documentation and Program Materials are proprietary products and/or materials of PSC, or its licensors, and are protected by copyright law. By virtue of this Agreement, You acquire only the non–exclusive right to use the Software, Documentation and/or Program Materials You may download from the OEDK Website in accordance with the terms and conditions of this Agreement. You do not acquire any rights of ownership in the Software, Documentation and/or Program Materials, or the media upon which any of the foregoing are embodied. PSC, or its licensors, at all times retain all right, title, and interest in the Software, Documentation and Program Materials.
7. Feedback / Data Usage.
a. While You are not required to do so, You may from time to time provide feedback to PSC with regard to the functionality and performance of the Software and/or Program Materials including, without limitation, identifying potential errors and improvements (“Feedback”). Feedback You provide may be used by PSC to improve or enhance the Software and/or Program Materials, and You hereby grant PSC a non-exclusive, perpetual, irrevocable, royalty-free, worldwide right and license to use, reproduce, disclose, sublicense, modify, make, have made, distribute, sell, offer for sale, display, perform, create derivative works, permit distribution and otherwise exploit such Feedback without restriction.
8. Term and Termination.
a. This Agreement and the licenses granted herein shall remain in effect unless terminated in accordance with Paragraph 8(b) below.
b. Without prejudice to any of its other rights, PSC may immediately terminate this Agreement if You do not abide by the terms and conditions of this Agreement.
c. If this Agreement is terminated by PSC in accordance with Paragraph 8(b) above, then You agree to destroy all copies of the Software, Program Materials, Documentation and training materials in your possession or control. You agree, at PSC’s request, to certify in writing that all copies have been destroyed.
You may receive Training Materials by accessing them from the Progress eLearning Community Site located at https://wbt.progress.com/. Your access and use of these materials is subject to the terms of this Agreement and the terms of the Progress eLearning Community License located at the Progress eLearning Community Site. You may use the Training Materials solely on an internal use basis in support of your application design, development and testing activities.
10. Nondisclosure Obligations/Reverse Engineering/Copying.
a. You acknowledge that the Software, Documentation and/or Program Materials are the valuable proprietary and trade secret information of PSC or its licensors. You agree: (i) not to provide or disclose any of the Software, Documentation and/or Program Materials to another individual or entity; and (ii) to take all reasonable precautions to maintain the confidentiality of the Software, Documentation and Program Materials.
b. You agree not to disclose any benchmark results relating to Your use of the Software without the prior written consent of PSC.
c. You may have access from time to time to information about PSC’s future product development plans and/or business development strategies. Such information shall be considered confidential information of PSC and Your use of, or access to such information shall be subject to the same nondisclosure terms and conditions specified in Paragraph 10(a) above applicable to the Software and Program Materials. Further, You acknowledge that PSC reserves the right, in its sole discretion, to modify or abandon, without notice, any such future product plans and/or business development strategies.
d. You agree not to cause or permit the reverse engineering, disassembly, or de-compilation of the Software, under penalty of license termination but not exclusive of any other remedies. If the Software is licensed to You for use in a country which is a member of the European Community, You may reverse engineer and/or decompile the Software to the extent that sufficient information is not available for the purpose of creating an interoperable software program (but only for such purposes and to the extent that sufficient information is not provided by PSC upon written request). Furthermore, You are not restricted in a country which is a member of the European Community from observing, studying or testing the functioning of the Software solely in order to understand the ideas and principles which underlie any element of the Software.
e. You may copy the Software for installation, archival, or other purposes as described in this Agreement or in the Documentation. You may not copy nor allow others to copy the Software for any other purpose. You agree not to remove any product identification, copyright notices, or other notices or proprietary restrictions from the Software, Documentation and/or Program Materials, or any copies thereof.
11. Warranty Disclaimers.
a. THE OEDK (TOGETHER WITH ALL SOFTWARE, DOCUMENTATION AND PROGRAM MATERIALS) IS PROVIDED “AS IS” WITHOUT ANY WARRANTIES OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PSC DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
b. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES, AND DO NOT ALLOW A LIMITATION ON HOW LONG ANY IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY. No PSC employee, supplier, or agent is authorized to make any warranty unless such warranty is agreed to by PSC in a writing executed by an authorized representative of PSC.
12. Limitation of Liability/Exclusion of Damages.
a. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE LIABILITY OF PSC, IF ANY, FOR DAMAGES RELATING TO ANY SOFTWARE, DOCUMENTATION AND/OR PROGRAM MATERIALS DELIVERED TO YOU OR WHICH YOU DOWNLOADED FROM THE OEDK WEBSITE OR ANY RELATED SERVICE PROVIDED TO YOU UNDER THE OEDK, SHALL BE LIMITED TO THE GREATER OF: (I) THE ACTUAL SUBSCRIPTION FEES PAID BY YOU FOR YOUR CURRENT TERM; OR (II) ONE HUNDRED (U.S. $100.00) DOLLARS. PSC’S LICENSORS AND THEIR SUPPLIERS SHALL HAVE NO LIABILITY TO YOU FOR ANY DAMAGES SUFFERED BY YOU OR ANY THIRD PARTY AS A RESULT OF USING THE SOFTWARE, DOCUMENTATION AND/OR PROGRAM MATERIALS, OR AS A RESULT OF ANY SERVICES RELATING THERETO.
b. NOTWITHSTANDING THE FOREGOING, IN NO EVENT WILL PSC, ITS LICENSORS, OR ANY OF THEIR RESPECTIVE SUPPLIERS OR LICENSORS BE LIABLE FOR: (I) ANY LOSS OF: (a) REVENUE, (b) PROFIT OR (c) DATA; OR (II) ANY LOSS OR DAMAGE ARISING OUT OF THIS AGREEMENT TO THE EXTENT THAT SUCH LOSS OR DAMAGE IS INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL OR CONSEQUENTIAL; OR (III) ANY COMMERCIAL DAMAGES OR LOSSES, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY, ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE, DOCUMENTATION AND/OR PROGRAM MATERIALS, OR ANY PORTION THEREOF, OR OTHERWISE ARISING OUT OF ANY RELATED SERVICES PROVIDED TO YOU UNDER THE OEDK, EVEN IF PSC, ITS LICENSORS AND/OR ANY OF THEIR RESPECTIVE SUPPLIERS HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. FOR THE AVOIDANCE OF DOUBT, THE PROVISIONS OF CLAUSE 12(a)(I), 12(a)(II), 12 (b)(I), 12(b)(II) and 12(b)(III) SHALL EACH BE CONSTRUED AS A SEPARATE EXCLUSION OF LIABILITY. SOME STATES DO NOT ALLOW THE EXCLUSION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY.
a. You agree to comply fully with all relevant regulations of the United States Department of Commerce and with the United States Export Administration Act to assure that the Software, Documentation and/or Program Materials are not imported, exported or re–exported in violation of United States law. You shall not directly or indirectly export or re–export any Software, Documentation, Program Materials, or the direct product thereof without first obtaining PSC’s written approval.
b. THIS AGREEMENT, TOGETHER WITH THE CLICKWRAP LICENSE AGREEMENT ACCOMPANYING THE SOFTWARE, IS THE COMPLETE AND ENTIRE AGREEMENT BETWEEN YOU AND PSC WITH RESPECT TO THE SOFTWARE, DOCUMENTATION, PROGRAM MATERIALS AND/OR RELATED SERVICES DELIVERED TO YOU, OR WHICH YOU DOWNLOAD FROM THE OEDK WEBSITE, AND SUPERCEDES ANY OTHER COMMUNICATION OR ADVERTISING WITH RESPECT TO THE OEDK AND/OR THE SOFTWARE, DOCUMENTATION, AND/OR PROGRAM MATERIALS.
c. To the extent there is any conflict between the terms and conditions that may appear during the installation of Software and the terms and conditions of this Agreement, the terms and conditions of this Agreement shall govern.
d. Except as otherwise expressly set forth herein, this Agreement is governed by the laws of the Commonwealth of Massachusetts, U.S.A., excluding conflict of laws provisions.
e. The parties have required that this Agreement and all documents relating thereto be drawn up in English. Les parties ont demandée que cette convention ainsi que tous les documents qui s’y rattachent soient rédigés en anglais.
OEDK EULA rev. date: 8/2015