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) Order Terms and Conditions

As stated in all ComponentSource Quotations and Order Acknowledgements orders will be fulfilled under ComponentSource Terms and Conditions and the Publisher’s software product End User License Agreement (EULA) which will take precedence over any other terms (unless exceptionally agreed otherwise in writing prior to order acceptance).

(b) 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.

(c) Order Information: Terms of Payment

You agree that ComponentSource may require you to submit a written purchase order for each Software limited license, by email, 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.

(d) Data Protection

ComponentSource complies with all applicable laws for the protection of personal data, including without limitation (i) General Data Protection Regulation (EU) 2016/679 (the “GDPR”); (ii) the California Privacy Rights Act and California Consumer Privacy Act (“CCPA”); (iii) the terms of the EU-US Data Privacy Framework and its UK Extension ("DPF"); (iv) the UK General Data Protection Regulation (as defined in the GDPR as amended by the Data Protection Act 2018) (the “UK GDPR”); and, (v) any other data protection legislation that applies to the parties from time to time (“Applicable Data Protection Laws”). “Personal data” for the purposes of this clause means any data or information relating to an identified or identifiable living person that enables that person to be identified by any direct or indirect means and references to “controller”, “processor”, data subject”, “personal data breach”, “process” and “processing” shall have the respective meanings given to them (and equivalent expressions) in Applicable Data Protection Laws.

For the purposes of this Agreement, you are sharing personal data with ComponentSource relating to data subjects, with each party acting as an independent and separate controller. Details of the roles and responsibilities of each party acting as a controller in accordance with this Agreement are set out in Annex 1 below.

By entering into this Agreement you acknowledge and agree that, for as long as this Agreement subsists, any of your personal data supplied as part of the ordering or licensing process may be used by ComponentSource as reasonably necessary to detect fraudulent activity, successfully process your order, deliver your Software, record your license and report details of the same to the applicable Software product Publisher or Owner, monitor your Software for usage, contact you in connection with the offering or delivery of maintenance or support or upgrade services or for any other purpose connected with your use and enjoyment of the Software and where ComponentSource is delivering the Software to you, ComponentSource is required to transfer personal data to the Publisher to successfully process your order (Permitted Purposes). If the Publisher is in a jurisdiction that is different from ComponentSource, ComponentSource will ensure the personal data is transferred with appropriate safeguards in place in accordance with Applicable Data Protection Laws. In addition, as set out in clause 12 below, ComponentSource anticipates that you will be transacting with the ComponentSource entity that is in same jurisdiction as you and the data subject, if for any reason you are transacting with a ComponentSource entity that is not in the same jurisdiction as you and/or the data subject, both parties will be deemed to have entered into the terms contained in Annex 1 or will enter into any additional terms necessary so as to ensure that any transfer of personal data is done with appropriate safeguards in place in accordance with Applicable Data Protection Laws. All users are notified that they should review our Privacy Statement to obtain full details regarding the personal information we collect, how and why we do so, what we do with it, and for how long, and to review additional information about their rights related to their personal information.

ComponentSource’s Privacy Statement (hereinafter the “Privacy Statement”). You should ensure that this Privacy Statement is brought to the attention of all data subjects whose information you may share with ComponentSource.

Subject to and in accordance with the terms and conditions of the Privacy Statement, ComponentSource undertakes to keep your personal data in confidence and secure and you may at any time request in writing details from ComponentSource of your personal data held. ComponentSource will acknowledge any such request within 10 days and will comply within 28 days or within any other reasonable time period as permitted by applicable law.

You also have the right to request the deletion of your personal data from ComponentSource files and records and to be “forgotten”. However, compliance with such a request prior to the termination of this Agreement could render ComponentSource incapable of fulfilling its obligations under this Agreement and with the Publishers of Software products licensed to you and in consequence could result in the termination of this Agreement and any associated Software licences. We would therefore consult with you directly before implementing such a request.

ComponentSource will never sell your personal data to a third party.

Processing of personal data will generally be carried out by ComponentSource but if any processing is sub-contracted to a third party ComponentSource will ensure that such third party is bound by written contract to protect your personal data and to adhere to all of the provisions of this Article.

If this Agreement ends for any reason, unless otherwise requested by you in writing ComponentSource will retain your personal data for a minimum period of 7 years after termination. Data necessary for the maintenance of our license record obligations to our Software product Publishers and to operate our anti-fraud systems effectively will be retained indefinitely.

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, subject also to any express restrictions in the license terms of the individual Software product described in the Licensing Information on the ComponentSource Web Site, and subject further to your agreement that you will obtain the express written consent of the end user for its personal data to be supplied to the Software Publisher, undertaking in your contracts with your end users that you will comply with the personal data protection provisions of the GDPR or the UK GDPR or the DPF or the CCPA as applicable, or those of any other applicable jurisdiction declared adequate by the EU for personal data protection purposes;

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

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. ComponentSource and its licensors as applicable will retain ownership and copyright of all Software 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 Irish, Japanese, Netherlands, 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, Ireland, The Netherlands, 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 Dutch legal entity, the law of The Netherlands under the exclusive jurisdiction of the Dutch Courts; (d) if you are an Irish or other European Union (EU) legal entity, Irish Law under the non-exclusive jurisdiction of the Irish Courts; (e) 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) 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 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 or all obligations and liabilities on the part of ComponentSource for damages arising out of or in connection with software, or your use of software, 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, Republic of Ireland, The Netherlands or Japan or of any United States of America, United Kingdom, Dutch, Irish 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 or 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 wihtout 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 or 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 the 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, ComponentSource Software Europe Limited of Dublin, Ireland, ComponentSource Software Europe Limited of Amsterdam, Netherlands Branch, and Kabushiki Kaisha ComponentSource of Tokyo, Japan are, respectively, direct and indirect wholly owned subsidiaries or a branch of ComponentSource Holding Corporation.

For the purposes of this Agreement the duly authorized licensor is:

  • ComponentSource, Inc. in the USA for Software licensees in North America, South America, Central America, or the Caribbean,
  • Kabushiki Kaisha ComponentSource in Japan for Software licensees in Japan or India,
  • ComponentSource Software Europe Limited in Ireland for Software licensees in Austria, Belgium, Bulgaria, Croatia, Cyprus, Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hungary, Ireland, Italy, Latvia, Lithuania, Luxembourg, Malta, Netherlands (The), Poland, Portugal, Romania, Slovak Republic, Slovenia, Spain, Sweden, Iceland, Liechtenstein, Norway, Switzerland, Turkey, Andorra, Monaco, San Marino, Aland Islands, Albania, Bosnia-Herzegovina, Faroe Islands, Greenland, Kosovo, Moldova, Montenegro, North Macedonia, Serbia, Svalbard and Jan Mayen or Vatican City State
  • ComponentSource Limited in the United Kingdom for Software licensees in the United Kingdom or those countries in the rest of the world not listed above.

Annex 1 - Data Sharing, Data Transfers and Shared Data

CSWWLIC 11/2023