Terms and Conditions

End User License Agreement - Electronically Supplied Software Products

FOR DEMONSTRATION, LICENSE PURCHASE, AND USE

* * * PLEASE READ CAREFULLY * * *

 

This is a legally binding Agreement between you and ComponentSource ("ComponentSource"). By downloading ComponentSource supplied software products ("Software") electronically for any purpose, you are agreeing to be bound by these terms and conditions, including the Software license and disclaimer of Software warranty below. Please read this document carefully before downloading and trying or using the Software. If you do not agree with any of the terms and conditions of this Agreement do not select "I agree" below, and the Software will not be downloaded.

1. Fees, Orders and Payment

(a) License or Subscription Fees

Individual Software license or subscription fees quoted by ComponentSource, unless otherwise stated, do not include installation charges, or any value added, sales, use or other taxes levied or based on license fees or on the licensing or use of Software, if applicable. ComponentSource will include any applicable taxes (excluding taxes based on ComponentSource's net income) or other agreed charges in its invoice to you as a separate item, and you agree to pay them or, if applicable in the case of educational, charitable or other approved use classes or under local law in the country of use, to supply appropriate tax exemption certificates in a form satisfactory to ComponentSource.

(b) Order Information: Terms of Payment

You agree that ComponentSource may require you to submit a written purchase order for each Software limited license, by facsimile transmission or otherwise, including an invoice-to address. If ComponentSource has approved your use of an indirect payment method for your order, you agree that you will provide ComponentSource with all reasonably requested information including, as applicable, payment card, credit card, personal identification or other similar information. You certify that all information you provide will be accurate, complete and current, and that you will pay all charges incurred by ComponentSource in connection with ComponentSource's use of your account, credit card or other payment mechanism. For purchases on account you agree to make payment in full within thirty (30) days of the invoice date.

WARNING: ANTI-FRAUD DETECTION NOTICE

PLEASE NOTE: TO COMBAT FRAUD COMPONENTSOURCE MAY GATHER IDENTIFYING INFORMATION ABOUT THE COMPUTER RUNNING THE BROWSER SOFTWARE. THIS INFORMATION INCLUDES, BUT MAY NOT BE LIMITED TO, THE IP ADDRESS. COMPONENTSOURCE WILL KEEP THIS INFORMATION CONFIDENTIAL EXCEPT THAT IT WILL BE SUPPLIED TO PROSECUTING OR REGULATORY AUTHORITIES IN CONNECTION WITH FRAUD OR OTHER INVESTIGATIONS.

2. Grant of License and Software Use Restrictions; Evaluation Licenses

(a) Restricted Licenses

In consideration for your entering into this Agreement and for your payment of any applicable license or subscription fee under Article 1 above, ComponentSource as owner or contracted distributor of the Software will grant you the licensee a personal, non-transferable (except as expressly stated in Article 5 below) and non-exclusive right to EITHER:

(i) install, use and execute the Software on a computer system (a "System"), OR
(ii) incorporate the Software into your application for onward resale in such manner as will prevent the Software from being separately identified and extracted, OR
(iii) resell the Software, without using the same, subject to these terms and conditions of license or their legal equivalent and subject to any express restrictions in the license terms of the individual Software product described in the Licensing Information on the ComponentSource Web Site;

together in each case with any additional rights granted in the license terms of the individual Software product described in the Licensing Information on the ComponentSource Web site.

For the avoidance of doubt the rights set out in (i), (ii) or (iii) above are mutually exclusive. You also undertake to adhere to all of the license terms and conditions issued with each Software product. In the event of any conflict or inconsistency of terms, the license terms of the individual Software product take precedence over this ComponentSource End User License Agreement.

You agree that you will not reverse engineer, de-compile or disassemble any portion of any Software. If you intend to do so in reliance on claimed legal rights you agree that you will first give ComponentSource a minimum three calendar months' written notice of such intention. If you dispose of any media or apparatus containing Software, you will ensure that you have completely erased or otherwise destroyed any Software contained or stored on them. Except as expressly provided in Article 5 below, you may not distribute, lease, transfer for profit, loan or otherwise convey the Software or any part of it to anyone.

(b) Evaluation Licenses

ComponentSource may provide the demonstration versions of the Software at no charge to you, for evaluation purposes only. This evaluation Software is licensed to you with all the rights set out in Article 2(a) above, but with a limited license term, operability and/or functionality. You agree and acknowledge that ComponentSource provides evaluation Software solely for demonstration purposes and not for long term use. On your accepted order, and payment of the applicable fee, ComponentSource will provide a key or other mechanism to you for conversion of an evaluation limited license to a non-evaluation, full restricted license.

(c) Access License

Information and data relating to all Software available from ComponentSource is provided solely for the purpose of giving you access to Software for evaluation or business use on the terms and conditions of this License Agreement. Amending, printing or other use of ComponentSource artwork or images, and the rental, lending, networking, resale, remote access, transmission or inclusion on a bulletin board of ComponentSource artwork, images or content is strictly prohibited.

3. Copying Restrictions

In order to effect the license rights granted to you, you may install Software by copying it onto the hard disk or into the CPU memory of a System for use on that System, and you may make full or partial copies of Software, but only as necessary for backup or archival purposes. You agree that (i) your use and possession of such copies will be solely under the terms and conditions of this Agreement, and (ii) you will reproduce the same proprietary and copyright notices and legends on all copies, as shown by ComponentSource or the Software proprietor.

4. Ownership of Software and Media

You agree and acknowledge that ComponentSource, on behalf of itself or any Software proprietor, transfers no ownership interest in any Software or part Software, or in the intellectual property (including but not limited to copyright) in any Software or in any Software copy, to you under this Agreement or otherwise, and that ComponentSource and its licensors as applicable reserve all rights not expressly granted to you in this License Agreement.

In the case of CD-ROM or other media-based Software, after you pay any applicable initial license fees, and after you have signified your agreement to these terms and conditions, title to the CD or other media will pass to you, but ComponentSource and its licensors as applicable will retain ownership and copyright of all Software on the CD or other media and of all copies you make of all or part of any Software, at all times and for all purposes.

5. Transfer Restrictions

If you transfer ownership or control of any System containing Software, you may transfer Software and all licenses and rights in Software granted to you under this Agreement to the transferee provided that:

(i) the transferee agrees in writing to accept the terms and conditions of this Agreement,
(ii) you provide name and address details of the transferee to ComponentSource and,
(iii) you also transfer all Software, including all copies, to the transferee.

Except as provided in this Article, you may not sublicense, transfer or assign this Agreement or any of your rights or obligations under this Agreement, in whole or in part.

6. Export Restrictions

You may not export or re-export any Software or other technology received under this License Agreement except in full compliance with all United Kingdom and United States of America applicable laws and regulations. In particular, none of the Software or technology may be exported or re-exported into (or to a national or resident of) any country to which the US, the UK or Japan embargoes goods, or to anyone on the US Treasury Department's list of Specially Designated Nationals or the US Commerce Department's Table of Denial Orders.

7. Term; Termination

The term of this Agreement will commence when you electronically download or receive any Software by any means and, unless terminated earlier as provided in this Article, will continue in perpetuity, subject to any limited subscription period stated in the individual Software product license, and EXCEPT THAT the term of your license to use evaluation Software will be thirty (30) days or such other period as ComponentSource designates at the time you download or ComponentSource delivers the evaluation Software to you. If you fail to fulfil any of your material obligations under this Agreement, ComponentSource and/or its licensors may pursue all available legal remedies to enforce this Agreement, and ComponentSource may, at any time after your default of this Agreement, terminate this Agreement and all licenses and rights granted to you under it. You agree that any ComponentSource licensors referenced in any Software are third party beneficiaries of this Agreement, and may enforce this Agreement as it relates to their intellectual property. You further agree that, if ComponentSource terminates this Agreement for your default, you will, within thirty (30) days after termination, deliver to ComponentSource or render unusable all Software originally provided to you under this Agreement including any copies you have made.

8. Governing Law

This Agreement will be governed by and interpreted in accordance with (a) if you are a North or South American legal entity, the laws of the State of Georgia, USA under the exclusive jurisdiction of the Georgia Courts; (b) if you are a Japanese legal entity, Japanese Law under the exclusive jurisdiction of the Japanese Courts; (c) if you are a legal entity anywhere else in the world, English Law under the non-exclusive jurisdiction of the English Courts.

9. Limited Software Warranty and Disclaimers

ComponentSource supplies Software either on its own behalf or as a licensed distributor of third party proprietary owners.

(a) ComponentSource owned Software

ComponentSource warrants to you that, in the case of any Software it has identified as its own property, that Software will substantially conform to the applicable ComponentSource specification in effect at the date of delivery for a period of three calendar months. ComponentSource's sole obligation under this warranty is limited to responding to your calls and to using all reasonable endeavours to correct reported problems by supplying you with a corrected version of the Software.

COMPONENTSOURCE DOES NOT WARRANT THAT:

(i) OPERATION OF ITS SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE, OR THAT ANY DEFECTS IN THE SOFTWARE ARE CORRECTABLE OR WILL BE CORRECTED; OR
(ii) THAT FUNCTIONS CONTAINED IN ITS SOFTWARE WILL OPERATE IN THE COMBINATIONS WHICH MAY BE SELECTED FOR USE BY YOU TO MEET YOUR REQUIREMENTS. COMPONENTSOURCE'S WARRANTY OBLIGATIONS WILL BE VOID IF ITS SOFTWARE IS MODIFIED WITHOUT THE PRIOR WRITTEN CONSENT OF COMPONENTSOURCE.

(b) Third Party Proprietary Software

All third party proprietary Software is supplied with the benefit of warranties, if any, offered by the third party owners and reproduced by ComponentSource. TO THE FULLEST EXTENT PERMITTED BY LAW COMPONENTSOURCE DOES NOT ITSELF WARRANT THIRD PARTY PROPRIETARY SOFTWARE IN ANY WAY, INCLUDING BUT NOT LIMITED TO ITS PERFORMANCE, RELIABILITY OR FUNCTIONALITY, AND COMPONENTSOURCE DOES NOT ACCEPT ANY RESPONSIBILITY FOR PERFORMANCE OF WARRANTY TERMS BY THIRD PARTY SOFTWARE OWNERS.

(c) CD or Other Media

ComponentSource warrants that any CD or other media provided to you under this Agreement is free from defects in materials and workmanship under normal use for a period of three calendar months from date of supply. If you return a defective CD or other media to ComponentSource or an authorised ComponentSource representative during the warranty period with proof of purchase ComponentSource will, at its sole option, either replace the defective CD or other media or refund the purchase price for it. This warranty will not apply to any media that has been damaged by abuse, act of God, accident or misuse.

(d) Viruses

ComponentSource warrants that it has used all reasonable efforts to ensure that all ComponentSource content and all Software is free from all publicised viruses known to exist on the date of supply. In the event that such a known and publicised virus is discovered and reported to ComponentSource by you within one calendar month of the date of supply ComponentSource will at your option replace the affected Software or, if applicable, the CD or other media containing the Software or refund the purchase price for the same. IT IS YOUR RESPONSIBILITY TO CHECK FOR VIRUSES BEFORE USING ANY SOFTWARE AND COMPONENTSOURCE DISCLAIMS ANY OTHER OR FURTHER LIABILITIES TO YOU FOR ANY VIRUS-CAUSED DAMAGE.

EXCEPT FOR THE EXPRESS WARRANTIES STATED ABOVE, COMPONENTSOURCE DISCLAIMS AND EXCLUDES ALL OTHER WARRANTIES WHETHER EXPRESS OR IMPLIED IN LAW OR OTHERWISE TO THE FULLEST EXTENT PERMITTED BY LAW, AND THE ABOVE WARRANTIES ARE IN LIEU OF ALL OBLIGATIONS AND LIABILITIES ON THE PART OF COMPONENTSOURCE FOR DAMAGES ARISING OUT OF OR IN CONNECTION WITH SOFTWARE, OR YOUR USE OF SOFTWARE OR ANY CD OR OTHER MEDIA, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE.

10. Intellectual Property Rights Protection

If any third party brings a suit against you, based on a claim that any Software supplied to you under this Agreement constitutes direct infringement of any patent issued or design registered in the United States of America, United Kingdom or Japan or of any United States of America, United Kingdom or Japanese patent, design right, copyright or trade secret, ComponentSource will defend such suit or proceeding and will pay any damages and costs finally awarded against you with respect to such matter, together with reasonable attorneys' fees, provided that you promptly inform ComponentSource of any claim, with a copy of each communication, notice or other action relating to the alleged infringement and give ComponentSource the authority, information and assistance necessary to settle, compromise, or litigate such suit or proceeding, directly or by the applicable third party proprietary owner of affected Software.

Following notice of a claim or a threatened or actual suit, ComponentSource may, without obligation to do so, at its sole option:

(a) procure for you the right to continue to use the Software as supplied,
(b) replace or modify the Software to make it non-infringing, or
(c) discontinue your license for the Software and refund to you any license fee that you paid for it, less a reasonable value for use, determined by prorating the license fee on the basis of a thirty-six calendar month straight line depreciation method, applied to the period of actual use.

ComponentSource will not be obliged to defend or be liable for costs and damages if the infringement claim arises out of:

(i) use or combination of Software with software not supplied by ComponentSource,
(ii) use of other than the latest unmodified release of Software made available to you by ComponentSource if such infringement would have been avoided by the use of such release of Software,
(iii) modification of Software by anyone but ComponentSource, or
(iv) use of Software after receiving notice, or having reason to believe, that Software infringes an intellectual property right of a third party.

THE ABOVE STATES YOUR EXCLUSIVE REMEDY AND COMPONENTSOURCE'S ENTIRE LIABILITY WITH RESPECT TO INFRINGEMENT OF ANY PATENT, DESIGN RIGHT COPYRIGHT OR TRADE SECRET BY THE SOFTWARE, AND COMPONENTSOURCE WILL HAVE NO LIABILITY WITH RESPECT TO ANY OTHER INTELLECTUAL PROPERTY RIGHT.

11. Limitation of Liability

IN NO EVENT WILL COMPONENTSOURCE OR ITS LICENSORS BE LIABLE TO YOU FOR ANY SPECIAL, PUNITIVE, EXEMPLARY, CONSEQUENTIAL, INCIDENTAL OR INDIRECT DAMAGES OF ANY KIND (INCLUDING WITHOUT LIMITATION THE COST OF INSURANCE COVER, DAMAGES ARISING FROM LOSS OF DATA, USE, PROFITS, OPPORTUNITY OR GOODWILL, OR PROPERTY DAMAGE), WHETHER OR NOT COMPONENTSOURCE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, HOWEVER CAUSED AND ON ANY THEORY OR LIABILITY ARISING OUT OF THIS LICENSE AGREEMENT. THESE LIMITATIONS WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. COMPONENTSOURCE'S DIRECT LIABILITY FOR BREACH OF CONTRACT ARISING OUT OF THIS SOFTWARE LICENSE AGREEMENT AND/OR YOUR USE OR POSSESSION OF PARTICULAR SOFTWARE, INCLUDING WITHOUT LIMITATION ANY AND ALL CLAIMS COMBINED, WILL NOT EXCEED THE AMOUNT OF THE LICENSE FEE CHARGED BY COMPONENTSOURCE FOR THAT SOFTWARE. COMPONENTSOURCE'S LIABILITY IN TORT FOR DEATH OR PERSONAL INJURY CAUSED BY USE OF SOFTWARE OR BY THE NEGLIGENCE OF COMPONENTSOURCE OR ITS EMPLOYEES IS UNLIMITED BUT COMPONENTSOURCE'S LIABILITY IN NEGLIGENCE OR OTHER TORT FOR DAMAGE OR LOSS TO PROPERTY WILL NOT EXCEED FIVE HUNDRED THOUSAND US DOLLARS ($500,000) PER EVENT OR SERIES OF CONNECTED EVENTS.

12. ComponentSource

ComponentSource is a trading name of ComponentSource Holding Corporation, a United States of America corporation with its principal offices at 650 Claremore Professional Way, Suite 100, Woodstock, GA 30188-5188, USA.

ComponentSource, Inc. of Georgia, USA, ComponentSource Limited of Reading, England and Kabushiki Kaisha ComponentSource of Tokyo, Japan are, respectively, direct and indirect wholly owned subsidiaries of ComponentSource Holding Corporation. For the purposes of this Agreement the duly authorized licensor is ComponentSource, Inc. for Software licensees in North or South America, Kabushiki Kaisha ComponentSource for Software licensees in Japan or India, and ComponentSource Limited for Software licensees in the rest of the world.

Source Code Escrow Service Supplementary Terms and Conditions

13. Introductory

13.1 For each Software product designated as Source Code Escrow Service Software by ComponentSource a current source copy of the Software is deposited with ComponentSource as custodian. If you have elected to purchase the Source Code Escrow Service for any Software ComponentSource is authorised to release a copy source code version of that Software to you, subject to these Source Code Escrow Service terms and conditions.

14. Definitions

14.1 "Source Code Escrow Service Customer" means any valid licensed user of Software who has purchased the ComponentSource Source Code Escrow Service for that Software, and whose Source Code Escrow Service registration is current at the time of Source Software release.

14.2 "Source Software" means the source code version (human readable format) of Software with any incorporated documentation, and including any modifications whether carried out by or on behalf of the Software proprietor.

15. ComponentSource Undertakings to Source Code Escrow Service Customers:

15.1 To use all reasonable endeavours to obtain deposits of new versions of all Source Software as they become available, and new copies of all Source Software at no greater intervals than once every three (3) months.

15.2 To obtain warranties from Software proprietors that at the time of deposit with ComponentSource all Source Software is a complete, accurate and up-to-date copy of the Software.

15.3 That following the release of Source Software under these Source Code Escrow Service terms and conditions you will be granted a licence to modify and enhance the Source Software, subject to the restrictions stated in these terms and conditions.

15.4 To keep all Source Software in secure custody in two environmentally suitable locations in the United Kingdom and the United States of America.

15.5 That if you deliver a legally sworn statement in accordance with Article 16.2 below, ComponentSource will release the relevant Source Software to you within ten (10) working days in the event that:

(a) the Software proprietor has ceased its ongoing business operations or has officially ceased to maintain and support the Software and as a result you are prevented from operating or maintaining the Software, or
(b) the Software proprietor assigns copyright in the Software and the assignee fails within sixty (60) days of such assignment to offer the Source Code Escrow Service Customers for that Software substantially similar protection to that provided by these Source Code Escrow Service terms and conditions without significantly increasing the cost to the Source Code Escrow Service Customers.

16. Source Code Escrow Service Customer Undertakings to ComponentSource:

16.1 That on release of the Source Software and for perpetuity you will restrict the use of the Source Software to your employees, agents, contractors, or sub-contractors on the following terms:

(a) You acknowledge that no title or rights of ownership, copyright or other intellectual property in the applicable Software or Source Software have been, are or will be transferred to you.
(b) You will only use the Source Software for your own internal purposes solely to maintain or enhance the object (binary) code of the related Software.
(c) You will not copy or permit the Source Software to be copied in whole or in part except as necessary for the taking of reasonable precautions for data security.
(d) You will not delete any copyright or proprietary marks on the Source Software (whether printed or stored magnetically).
(e) You will not sub-license, rent, lease, transfer, sell, charge, disclose, assign or make any commercial use of the Source Software either in whole or in part for money or other consideration or free of charge to any third party.
(f) You will not use the Source Software to provide services to any third party.
(g) You will not use the object (binary) code derived from the Source Software on any computer not licensed to use the related Software.
(h) You will take appropriate action by instruction, agreement, or otherwise with those of your employees, agents, contractors, or sub-contractors having access to the Source Software to restrict and control the use, copying, modification, protection and security of the Source Software in accordance with your Software License Agreement, both during and after the termination of any contracts such persons or entities have with you.
(i) You will limit access to the Source Software to those of your employees, agents, contractors, or sub-contractors who either have a need to know or who are directly engaged in the maintenance or enhancement of the related Software.
(j) Acknowledging that the Source Software has significant commercial value to the related Software proprietor or its successors, in addition to keeping the Source Software secure you will keep ComponentSource and the Software proprietor and their successors in title respectively indemnified against loss of the Source Software either in whole or in part through theft or negligence or breach of these Source Code Escrow Service terms and conditions by:

(i) you; or
(ii) any of your employees, agents, contractors or sub-contractors; or
(iii) any third party who may obtain the Source Software from you, or from your employees, agents, contractors or sub-contractors, or from any of your premises.

16.2 That in order to obtain the release of the Source Software you will prepare and submit to ComponentSource a legally sworn statement which will:

(a) be sworn by you or by a duly authorised officer of your business;
(b) set out the particular facts and circumstances of Article 15.5 above on which release is sought;
(c) state that the documents attached to it comprise all relevant supporting documentation in your possession.

16.3 That within two (2) weeks of termination of this Software License Agreement for any reason subsequent to the release of Source Software to you, you will return to ComponentSource or destroy the original and all copies (including partial copies) of the Source Software and provide ComponentSource or its successors with written certification stating that through the use of your best efforts and to the best of your knowledge you have either returned or destroyed all copies of the Source Software.

17. Term of Source Software License after Release

17.1 Your license to use the Source Software for the restricted purposes set out in Article 16.1(b) above will subsist following release of the Source Software to you for an indefinite term.

17.2 You may terminate the Source Software License by notice to ComponentSource or the Software proprietor or its successors in the ownership of the Software.

18. Escrow Fees

18.1 The escrow fees are as shown alongside Software designated as Source Code Escrow Service Software on the ComponentSource CD or Web page and are payable to ComponentSource at the time of the related Software order.

18.2 Automatic annual renewal fees will be payable against invoice within thirty (30) days of the invoice date.

18.3 In the event of release of Source Software to you a release fee as shown alongside Escrow Service Software on the ComponentSource CD or Web page will be payable at the time of release.

18.4 All escrow fees are exclusive of sales, use or value added taxes.

18.5 ComponentSource will give you a minimum three (3) months' notice of any increases in escrow fees, including release fees, which increases will be fair and reasonable and will only take effect on the next anniversary of the Source Code Escrow Service commencement date.

19. Term and Termination before Release of Source Software

19.1 The Source Code Escrow Service will have an initial term of one year, and will then be renewed automatically for successive one year periods unless terminated by either of us in accordance with Article 19.2 below.

19.2 The Source Code Escrow Service may be terminated prior to release of the Source Software:

(a) by ComponentSource upon giving you not less than ninety (90) days' notice, to take effect on the next anniversary of the Source Code Escrow Service commencement date. In such an event, or if ComponentSource ceases to trade or becomes involved in any legal proceedings concerning its solvency or commences dissolution other than for the purposes of reorganisation, the applicable Software proprietors are contracted by ComponentSource to use their respective best endeavours to appoint a mutually acceptable replacement custodian of the Source Software on terms and conditions as nearly as possible identical to those set out in these Source Code Escrow Service terms and conditions; or
(b) by ComponentSource if payments for the Source Code Escrow Service are not received from you within sixty (60) days of the due date; or
(c) by you upon giving not less than thirty (30) days notice to ComponentSource prior to the next anniversary of the Source Code Escrow Service commencement date.

20. ComponentSource Escrow Service Liabilities

20.1 The ComponentSource undertakings in Article 15 will be terminated following the release of the Source Software to you in accordance with these Source Code Escrow Service terms and conditions.

20.2 Except in the specific circumstances of Article 15, ComponentSource will not be under any obligation to examine, enquire into or check the accuracy, completeness or authenticity of any legally sworn statement submitted by you, nor is ComponentSource required to examine, enquire into or check the accuracy, completeness or authenticity of the Source Software.

20.3 COMPONENTSOURCE WILL NOT BE LIABLE EITHER TO YOU OR TO ANY THIRD PARTY FOR ANY CONSEQUENTIAL LOSS OR LOSS OF PROFITS ARISING FROM OR AS A RESULT OF ANY BREACH OR NON-PERFORMANCE BY COMPONENTSOURCE OF ANY OF ITS OBLIGATIONS UNDER THESE SOURCE CODE ESCROW SERVICE TERMS AND CONDITIONS, AND THE LIABILITY OF COMPONENTSOURCE IN CONNECTION WITH THE SOURCE CODE ESCROW SERVICE WILL IN ANY EVENT BE LIMITED TO FIVE HUNDRED THOUSAND US DOLLARS ($500,000) PER CLAIM OR CONNECTED SERIES OF CLAIMS.

CSWWLIC 11/2016