Terms and Conditions for Use, Reproduction and Distribution
NOTICE TO USER: PLEASE READ THIS LICENSE AGREEMENT CAREFULLY.
BY USING ALL OR ANY PART OF THE LICENSED SOFTWARE YOU ACCEPT ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, INCLUDING, IN PARTICULAR THE RESTRICTIONS ON: USE AND TRANSFERABILITY CONTAINED IN CLAUSE 2; WARRANTY IN CLAUSE 6; LIABILITY IN CLAUSE 7. YOU ACCEPT THAT THIS AGREEMENT IS ENFORCEABLE LIKE ANY WRITTEN NEGOTIATED AGREEMENT DULY SIGNED BY YOU. IF YOU DO NOT AGREE ON ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, STOP THE USE OF THE LICENSED SOFTWARE IMMEDIATELY.
In this Agreement, unless the context requires otherwise, the following words and phrases shall have the following meanings:
•."Agreement" shall mean this Commercial Speedy License Version 1 Agreement.
•."Developer" shall mean a software developer, tester, designer or other person
•."Harezmi" shall mean Harezmi IT Solutions Inc.
•."Intellectual Property Rights" shall mean any and all patent, copyright, trademark, design right, petty patent, service mark, domain name or any other right or trade secret whether registered or not.
•."License" shall mean the right to Use Licensed Software according to Agreement and is identified by a unique License Number.
•."License Number" shall mean a number that identifies one unique License and is created by Harezmi. and sent to Licensee after the payment of the license fee.
•."Licensed Software" shall mean collection of software components, developed and/or owned by Harezmi, which provide additional functionality, and are supplemental to the Speedy Framework (and are licensed separately, pursuant to this License) or helps Developers in developing Speedy Framework based applications. Licensed Software include, but are not limited to, user interface components, data integration components, graphical themes and development tools.
•."Licensee" shall mean the entity that has purchased Licensed Software or subscribed to a subscription that includes the right to Use Licensed Software.
•."Licensor" shall mean Harezmi or a third party licensing Licensed Software under Agreement.
•."Major Version", "Minor Version" and "Maintenance Version" shall mean parts of a version number X.Y.Z, where X is considered to be Major Version, Y Minor Version and Z Maintenance version. For example, in version 1.2.3 the Major Version is 1, Minor Version 2 and Maintenance Version 3.
•."Parties/Party" shall mean Licensee and Licensor, or either of them.
•."Project" shall mean Licensee's software development project in which Licensed Software is used to produce Project Result.
•."Project Result" shall mean the outcome of the Project.
•."Site" shall mean the www.speedyframework.com web site.
•."Speedy Framework" shall mean the the computer software developed and owned by Harezmi, which is aimed at software developers and provides them with a number of tools and libraries (comprising pre-built functions, components and data structures in the form of pre-written source code), that speed up the creation and development of software, and that is available for download at Site.
•."Use Licensed Software" shall mean either editing Project source code file or running Project Result that refers to or depends on Licensed Software either directly or indirectly.
•."Validity Period" shall mean the time period, specified for each Licence Key, during which the Licensee may work with (as relevant) the Licensed Software.
2.1 Licensor grants to Licensee, against full payment of respected license fee, a worldwide, royalty-free, irrevocable, non-exclusive limited License to Use Licensed Software in Project to produce the Project Result.
2.2 Licensee shall not, unless expressly provided in Agreement or in the applicable legislation
2.2.1 rent, lease or loan Licensed Software or any copy of it;
2.2.2 remove, obliterate, deface or in any way alter the notice of Licensor or third parties' proprietary rights related to Licensed Software;
2.2.3 grant sub-licenses to Licensed Software or assign its rights or obligations under this Agreement to a third party.
2.3 Licensee may license, for free or against a payment, Project Result including Licensed Software whether regarded as derivative works or not.
2.4 Licensee may transfer License to another person or an entity for free or for a fee. License is transferred by giving the associated License Number to the recipient and ceasing Use of Licensed Software with that particular License Number by the original Licensee. After this, only the the Licensee still has a valid License and License Number may continue to Use Licensed Software.
2.5 After the Validity Period has expired, the Licensee may continue using the versions of the Licensed Software, downloaded during (but not after) the Validity Period, on the terms of this License.
2.6 Harezmi gives no assurance that it will issue new versions of the Licensed Software at any particular time or at all, nor that it will support the Licensed Software for any particular length of time or at all.
2.7 Harezmi may state publicly (e.g. on its website and/or in promotional/marketing literature) that the Licensee has licensed the Licensed Software, and may use Licensee's name and logo in Harezmi's public statements referencing the Licensee's use of the Licensed Software.
3.1 All Intellectual Property Rights in and to Licensed Software are and shall at all times remain the sole and exclusive property of Licensor and its third party licensors, if any.
3.2 Licensee will not at any time do or cause to be done any such act or thing which in any way impairs, or intends to impair, any right, title, interest or any Intellectual Property Right of Licensor or its third party licensors. Licensee shall not in any manner represent that it has any ownership of any kind in any of the above mentioned Intellectual Property Rights.
4.1 In consideration for the license granted herein, Licensor shall charge Licensee a license fee according to price visible at the Site at the time of purchase. Licensee must have a valid License in order to Use Licensed Software in Project. Project Result may be copied an unlimited number of times and deployed to an unlimited number of computers without additional payments.
4.2 Licensee's License will be valid on the payment of respected license and delivery of corresponding License Number by Harezmi. If License is given by Harezmi without a fee, License is valid immediately after delivery of corresponding License Number by Harezmi.
5.1 This Agreement and the Licenses granted herein become effective as of the payment of the applicable license fee.
5.2 In the event Licensee fails to comply with the terms set in this Agreement, the License granted herein shall not be valid and Licensee must cease the use of Licensed Software and any of its rights under Clause 2, and delete all copies of Licensed Software.
5.3 Licensor has the right, in addition and without prejudice to any other rights or remedies, to terminate this Agreement immediately as follows:
5.3.1 for any material breach of Agreement, that is not cured within seven (7) days of receipt by Licensee in default of a written notice specifying the breach and requiring its cure;
5.3.2 upon receiving a written notice, if (a) all or a substantial portion of the assets of Licensee are transferred to an assignee for the benefit of creditors, or to a receiver or a trustee in bankruptcy, (b) a proceeding is commenced by or against Licensee for relief under bankruptcy or similar laws and such proceeding is not dismissed within sixty (60) days, or (c) Licensee is adjudged bankrupt.
5.3.3 remove, amend or hide any proprietary or other notices of Harezmi contained in the Licensed Software or its source code.
5.4 If and when this Agreement is terminated due to any reason or cause whatsoever, the Licensee shall cease to Use Licensed Software and any of its rights under Clause 2, and delete all copies of Licensed Software.
5.5 Provisions of the Agreement which, by their nature, are intended to survive its termination or expiration, shall survive its termination or expiration.
THE LICENSED SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND EXPRESS OR IMPLIED, AND TO THE MAXIMUM EXTENT PERMITTED BY THE APPLICABLE LAW. EXCEPT AS EXPRESSLY PROVIDED IN THIS CLAUSE, NO WARRANTY, CONDITION, UNDERTAKING, LIABILITY OR TERM, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, AS TO CONDITION, QUALITY, PERFORMANCE, FUNCTIONALITY, INFRINGEMENT, MERCHANTABILITY, DURABILITY OR FITNESS FOR PURPOSE, IS GIVEN OR ASSUMED BY HAREZMI, LICENSOR OR ITS LICENSORS AND ALL SUCH WARRANTIES, CONDITIONS, UNDERTAKINGS AND TERMS ARE HEREBY EXCLUDED.
HAREZMI AND/OR LICENSOR WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL LOSS, DAMAGE, COST OR EXPENSE OF ANY KIND WHATSOEVER AND HOWSOEVER CAUSED (INCLUDING BUSINESS INTERRUPTION, OR ANY LOSS OF BUSINESS, ANTICIPATED SAVINGS, REVENUE, GOODWILL, MANAGEMENT TIME, LOSS OF PROFITS OR OF CONTRACTS, LOSS OF OPERATION TIME, LOSS OF REPUTATION OR OF DATA) INCLUDING NEGLIGENCE, WHETHER IN CONTRACT OR TORT, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY. DEVELOPER WILL USE REASONABLE EFFORTS TO MITIGATE THEIR LOSS SUFFERED. HAREZMI'S AND/OR LICENSOR'S AGGREGATE LIABILITY AND THAT OF ITS AFFILIATES AND SUPPLIERS UNDER OR IN CONNECTION WITH THIS LICENSE AGREEMENT WILL BE LIMITED TO THE AMOUNT PAID FOR THE LICENSED SOFTWARE.
Licensor may, in its sole discretion, provide maintenance releases, updates and upgrades as new versions of Licensed Software. All new Major Version, Maintenance Version and Minor Version updates of Licensed Software are free and do not require a purchase of new Licenses during the Validity Period. Any version upgrades after the Validity Period require a new License.
Licensee is not entitled to receive support for the Licensed Software, but Licensor may, in its sole discretion, provide support either for free or for a fee.
9.1 No Waiver
The failure of Licensor to exercise any of its rights under this Agreement or to require the performance of any term or provision of this Agreement, or the waiver by either Party of such breach of this Agreement, shall not prevent a subsequent exercise or enforcement of such right or be deemed a waiver of any subsequent breach of the same or any other term or provision of this Agreement. Any waiver of the performance of any of the terms or conditions of this Agreement shall be effective only if in writing and signed by the Party against which such waiver is to be enforced.
9.2 Headings
The headings in this Agreement are for the convenience of the Parties only and are not intended to define or limit the scope or interpretation of the Agreement or any provision hereof.
9.3 Severability
If any term of this Agreement is invalid or unenforceable, such terms or provisions shall not invalidate the rest of the Agreement which shall remain in full force and effect as if such invalidated or unenforceable terms or conditions had not been made a part of this Agreement. In the event this section (Severability) becomes operative, Parties agree to attempt to negotiate settlement that carries out the economic intent of the terms or provisions found invalid or unenforceable.
9.4 Export Control
The Licensed Software may be subject to import and export controls in other countries. Licensee agrees to strictly comply with all applicable import and export regulations and acknowledge that Licensee has the responsibility to obtain licenses to export, re-export, transfer or import Licensed Software.
9.5 Entire Agreement and Assignment
Agreement sets forth the entire agreement between the Parties with respect to the subject matter hereof and supersedes any prior proposals and representations, whether written or oral. Neither Party shall have the right to assign this Agreement to a third party without the prior written consent of the other party. However, Licensor shall have the right to assign this Agreement and all of the rights and obligations contained therein to a company belonging to the same group of companies as Licensor, and to a third party to which the business of Licensor is transferred. As an exception, the Licensee shall have the right to transfer License as described in 2.4.
9.6 Governing Law
This Agreement and its terms and conditions shall be governed by and construed in accordance with the substantive laws in force in Republic of Turkey. This Agreement shall be construed and enforced without regard to the United Nations Convention on the International Sale of Goods. The official text of the Agreement or any notices given or accounts or statements required hereby shall be in English.
Any dispute or controversy or claim arising out of or relating to this Agreement involving the Parties, shall be resolved by final and binding arbitration in accordance with the Arbitration Rules of the Ankara Provincial Directorate of Commerce in Turkey; by one (1) arbitrator appointed according to the aforementioned rules. The arbitration shall be conducted in the Turkish language.