Numerical Method Incorporation Limited Software License Agreement, version 2.0

BY ACCESSING, DOWNLOADING, INSTALLING, COPYING OR OTHERWISE USING ALL OR ANY PORTION OF THE SOFTWARE OR DOCUMENTATION, YOU ACCEPT TO ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT ACCESS THEM, YOU MAY NOT ACCESS, DOWNLOADING, INSTALL, COPY OR USE THE SOFTWARE.

1.     Overview

This Agreement (the “Agreement”) is entered into by and between Numerical Method Incorporation Limited (the “Company”) and you the customer (“Licensee”) and sets forth the terms and conditions under which the Company agrees to license products to Licensee. This Agreement applies to all products (the “Software”) including the software, the media on which you received it, source code, documentation, updates, and supplements. This Agreement also applies to all services (the “Services”) including support that you obtain from the Company and its affiliates. Except when prohibited by law, the Company has the right to final interpretation ot this Agreement and all terms and conditions herein.

2.     Entire Agreement

This Agreement, any addendum or amendment included with the Software, and the terms for supplements, updates, Internet-based services and support services that you use, are the entire Agreement for the Software and support services.

3.     License Grants

The Company’s products are licensed, not sold to a Licensee. This Agreement only gives you some rights to use the Software. The Company reserves all rights not expressly granted to a Licensee in this Agreement. You may use the Software only as expressly permitted in this Agreement. Subject to all the terms of this Agreement and the receipt by the Company of the applicable license fees, the Company hereby grants to the Licensee a non-exclusive, non-transferable, non-sublicense-able license to

  1. install and use only ONE copy of the Software on the “licensed device” for each license key you purchase. You will have to register the licensed device with the Company.

The components of the Software are licensed as a single product to be used as a single product on a single computer. You may not separate or unbundle the components for use on different computers.

4.     Reassign To another Device

You may reassign the license to a different device any number of times, but not more than one time every 180 days. If you retire the licensed device due to hardware failure, you may reassign the license sooner. If you reassign, that other device becomes the licensed device. You will have to register that other device as the licensed device with the Company. The Company reserves the right not to do the transfer if the Company deems the request is inappropriate.

5.     Distribution

You agree that you shall not distribute the Software or any derivative work based on the Software. However, you may distribute your program which calls, links or uses the Software, provided that the Software is not in your distribution. Any user of your program will have to acquire a licensed copy of the Software if he or she wants to use the Software in any manner by running your program. If you want to distribute your program with the Software, please contact us at sales@numericalmethod.com.

6.     License Obligations

  1. reverse engineer, reverse compile, decompile, disassemble, un-obfuscate, reformat, or otherwise attempt to read or make readable the object code or source code (or the underlying ideas, algorithms, structure or organization) of the Software, in whole or in part;
  2. modify, adapt or translate the Software;
  3. install or copy the Software onto file server(s) or any other media(s) where it can be accessed by any individual or entity other than yourself;
  4. permit the use of Software by operations not initiated by you (e.g., automated processing)
  5. rent, lease, sell, sublicense, grant a security interest in, or otherwise assign or transfer any rights in the Software;
  6. sell or re-sell the Software;
  7. remove or alter any marks or proprietary notices or labels contained in the Software;
  8. alter the license text;
  9. unbundle or repackage the Software for distribution, transfer or resale;
  10. use the Software in any manner that is inconsistent with its design or documentation;
  11. use the Software in any manner that violates any intellectual property or privacy rights of any third party;
  12. use the Software in any manner that violates any applicable international, federal, state or local law or regulation;
  13. produce a developer tool, component, library, utility program or software of similar nature to this product.

7.     Title

The Company retains all right, title and interest in and to the Software, including, without limitation, all copyrights, trademarks, patents, trade secrets, proprietary and other intellectual property rights contained in or associated with the Software and all copies and all enhancements or modifications. All rights no expressly granted are reserved by the Company.

8.     LIMITATION OF LIABILITY

  1. THE SOFTWARE IS PROVIDED “AS IS”, WITH NO WARRANTY WHATSOEVER, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF ACCURACY, ACCESSIBILITY, COMPLETENESS, FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, NON-INFRINGEMENT, TITLE AND USEFULNESS. IN NO EVENT AND UNDER NO LEGAL THEORY, WHETHER IN ACTION, CONTRACT, NEGLIGENCE, TORT, OR OTHERWISE, SHALL THE AUTHORS OR COPYRIGHT HOLDERS BE LIABLE FOR ANY CLAIMS, DAMAGES OR OTHER LIABILITIES, ARISING AS A RESULT OF USING OR OTHER DEALINGS IN THE SOFTWARE.
  2. ALL MATERIALS FROM THE SERVICE PROVIDER ARE NOT INTENDED TO CONSTITUTE, AND SHOULD NOT BE CONSTRUED AS, INVESTMENT ADVICE. POTENTIAL INVESTORS SHOULD SEEK THEIR OWN INDEPENDENT FINANCIAL ADVICE. ALL MATERIALS ARE PROVIDED FOR INFORMATIONAL PURPOSES ONLY AND MAY NOT BE RELIED UPON BY YOU IN EVALUATING THE MERITS OF INVESTING IN ANY SECURITIES OR INVESTMENT. ALL MATERIALS ARE NOT INTENDED AS AND ARE NOT TO BE TAKEN AS AN OFFER OR SOLICITATION WITH RESPECT TO THE PURCHASE OR SALE OF ANY SECURITY OR INVESTMENT, NOR DOES IT CONSTITUTE AN OFFER OR SOLICITATION IN ANY JURISDICTION, INCLUDING THOSE IN WHICH SUCH AN OFFER OR SOLICITATION IS NOT AUTHORISED OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH A SOLICITATION OR OFFER. ANY PERSON OR ORGANIZATION SUBSCRIBING FOR AN INVESTMENT MUST BE ABLE TO BEAR THE RISKS INVOLVED AND MUST MEET THE SUITABILITY REQUIREMENTS RELATING TO SUCH INVESTMENTS. SOME OR ALL INVESTMENT PROGRAMS MAY NOT BE SUITABLE FOR CERTAIN INVESTORS.
  3. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY LOSS OF PROFITS, GOODWILL, LOSS OF BUSINESS, LOSS OF DATA OR ANY OTHER INDIRECT OR CONSEQUENTIAL LOSS OR DAMAGE WHATSOEVER.
  4. THE SOFTWARE HAS BUGS, KNOWN AND UNKONW, AND WILL OUTPUT WRONG RESULTS IN CERTAIN SITUATIONS. THE DOCUMENTATION HAS MISTAKES AND MAY NOT ALWAYS BE CORRECT OR UP-TO-DATE.

9.     Termination; Survival

  1. The license granted hereunder shall terminate at the earliest of
    1. the end of the specified trial period, if any;
    2. immediately upon your failure to comply with all of the terms and limitations described herein if in such failure is not cured within 30 days after receipt of notice;
  2. Any termination of this Agreement (howsoever occasioned) shall not affect any accrued rights or liabilities of either Party nor shall it affect the coming into force or the continuance in force of any provision hereof which is expressly or by implication intended to come into or continue in force on or after such termination.

10.           Third-Party Components

The Software may include third-party components provided under terms and conditions which are different from those of this Agreement. These third-party components and their licensing terms and conditions are typically found in the lib/ and license/ folders.

11.           Updates

The Company has the right, but no obligation, to periodically update the Company’s products at its complete discretion, without the consent or obligation to user. Any update to the Company’s products may or may not require you to pay additional fees, at the Company’s complete discretion.

To update the Software, you must first be licensed for the Software that is eligible for the update. Upon update, this Agreement takes the place of the Agreement for the Software you updated from. After you update, you may no longer use the earlier version of the Software you updated from.

12.           Automatic Connections To The Internet

The Software may automatically connect to the Internet for the transmission of certain information, including information about your computer and the information you supply, during activation, validation and for internet-based services.

13.           Compliance with Licenses

If you are a business, company, or organization, you agree that, no more than once every 12 months, the Company or its authorized representative shall, upon 10 days’ prior notice to you, have the right to inspect your records, systems, and facilitates to verify that your use of any and all the Company’s products is in conformity with your valid license from the Company. If verification discloses that your use is not in conformity with a valid license, you shall immediately obtain valid licenses to bring your use into conformity.

14.           Indemnification

You agrees to defend, indemnify and hold the Company and its employees, agents, representatives harmless against any and all claims, proceedings, damages, injuries, liabilities, costs, attorney’s fees relating to or arising out of the use of the Company’s products or any breach of this Agreement. You agree to indemnify the Company for reasonable attorney’s fees and costs in enforcing the Company’s rights under this Agreement.

15.           Limitation On and Execution of Damages

YOU CANNOT RECOVER FROM THE COMPANY AND ITS AFFLIATES ANY DAMAGES, INCLUDING CONSEQUENTIAL, LOST PROFITS, SPECIAL, INDIRECT OR INCIDENTAL DAMAGES.

The limitation applies to

  1. anything related to the Software, services, content (including code) on third party Internet sites, or third party programs; and
  2. claims for breach of contract, breach of warranty, guarantee or condition, strict liability, negligence, or other tort to the extent permitted by applicable law.

It also applies even if

  1. repair, replacement or a refund for the Software does not fully compensate you for any losses; or
  2. the Company knew or should have known about the possibility of the damages.

16.           Miscellaneous

  1. The failure of either party to enforce its rights under this Agreement at any time for any period shall not be construed as a waiver of such rights.
  2. If any part, term or provision of this Agreement is held to be illegal or unenforceable neither the validity nor enforceability of the remainder of this Agreement shall be affected.
  3. Neither Party shall assign or transfer all or any part of its rights under this Agreement without the consent of the other Party.
  4. This Agreement may not be amended for any other reason without the prior written agreement of both Parties.
  5. This Agreement constitutes the entire understanding between the Parties relating to the subject matter hereof unless any representation or warranty made about this Agreement was made fraudulently and, save as may be expressly referred to or referenced herein, supersedes all prior representations, writings, negotiations or understandings with respect hereto.
  6. Neither Party shall, except to an affiliate, be liable for failure to perform or delay in performing any obligation under this Agreement if the failure or delay is caused by any circumstances beyond its reasonable control, including but not limited to acts of god, war, civil commotion or industrial dispute.
  7. This Agreement shall be governed by the laws of the jurisdiction in Hong Kong and the parties agree to submit disputes arising out of or in connection with this Agreement to the non-exclusive of the courts in Hong Kong.

17.           Governing Law

The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the Hong Kong Special Administrative Region China. You hereby consent to the jurisdiction and venue of such courts and wave any jurisdiction or venue defenses otherwise available.

18.           Additional Clauses

None.