IMPORTANT - PLEASE READ THIS END USER LICENSE AGREEMENT (“EULA”) CAREFULLY BEFORE ATTEMPTING TO DOWNLOAD OR USE ANY SOFTWARE, DOCUMENTATION, OR OTHER MATERIALS MADE AVAILABLE THROUGH THIS WEBSITE. BY CLICKING “I AGREE” OR TAKING ANY STEP TO DOWNLOAD, SET-UP, INSTALL OR USE ALL OR ANY PORTION OF THIS PRODUCT (“MOBISCROLL UI FRAMEWORK”) YOU ACCEPT ALL THE TERMS AND CONDITIONS OF THIS EULA. THE EULA CONSTITUTES A LEGALLY BINDING AGREEMENT BETWEEN YOU OR THE COMPANY WHICH YOU REPRESENT AND ARE AUTHORIZED TO BIND (the “Licensee” or “You”), AND ACID MEDIA LLC (“Licensor”).
1. OWNERSHIP AND INTELLECTUAL PROPERTY RIGHT
1.1 Acid Media LLC, a Limited Liability Company registered in Romania (herein “Licensor”) owns all rights, title, and interest in and to the Mobiscroll UI Framework, its components and software (therein “Mobiscroll”). Mobiscroll is licensed, but not sold.
1.2 All intellectual property rights therein including but not limited to any images, photographs, video, audio, music, animation, text embedded in the software, Trademark, Service Marks belong to Licensor and the Licensee (also referenced herein as “You” or “Your”) should adhere to the related Terms and Conditions. The structure, organization, and code of Mobiscroll are the valuable trade secrets and confidential information owned by Licensor. Mobiscroll is protected by copyright and other intellectual property laws and treaties. All rights not expressly granted herein are reserved by Licensor. The UI Framework and its components that is subject to this license is referred to in this license as “Mobiscroll”.
2. TRIAL LICENSE
2.1 If You register for a free Trial License, then, subject to the terms and conditions set forth in this Agreement, Licensor hereby grants to Licensee and Licensee hereby accepts a license to use the Software for the sole purpose of evaluating its functionality and performance. You are not allowed to integrate the Software into end products or use it for any commercial, productive or training purpose. You may not redistribute the Software. The term of the Trial License shall be 30 days. If You wish to continue using the Software beyond expiration of the Trial License, You must purchase the applicable commercial license. You agree not to copy, decompile, reverse engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the Trial.
2.2 Licensee may provide you with support services/materials related to the Trial. Any supplemental software code provided to you as part of the Support Services shall be considered part of the Mobiscroll Framework and subject to the terms and conditions of this EULA.
2.3 You may receive minor updates for the Software version You are evaluating. You may use the resulting updated Software only in accordance with the terms of this Trial License.
2.4 The Trial version is offered on an “AS IS” basis and no warranty, either express or implied, is given. Licensor expressly disclaim and exclude, to the maximum extent permitted by applicable law, all warranties, conditions undertakings or representations of any kind, whether statutory, express or implied, including, but not limited to, implied warranties of merchantability, satisfactory quality, fitness for a particular purpose and non-infringement.
3. COMMERCIAL LICENSE
3.1 The License granted to you by Licensor for use of Mobiscroll is limited to a non- transferable license to use Mobiscroll for the purpose of building your integrated product. The integrated product may be made available for use by Licensee’s customers. The license does not grant usage in authoring tools like IDEs, App Builders and Development tools. If you purchase a “Development License”, "Multi Framework License", "Complete License" you will be provided with the source code and the rights to modify it. In case of “Professional License”, "Standard License", "Flexi License", "Widget License", “Single Framework”, "Framework", "Basic License" and "Component License" you are prohibited from decompiling, uncompressing and modifying the code. Licensor will make a master copy of Mobiscroll available in electronic form downloadable by you.
3.2 Licenses are shipping with a prescribed number of seats. To provide access of tools and technical support to multiple developers, additional seats may be purchased by Licensee.
3.3 Licensor may also provide some new features/add-ons to Mobiscroll, which can be purchased by paying a prescribed fee.
3.4 You may not distribute or make Mobiscroll available over a network where it could be used by multiple users at the same time, except as necessary for Licensee’s use of Mobiscroll with respect to the License. You must not remove or alter any copyright notices on any and all copies of Mobiscroll. You may not rent, lease, lend, sell, redistribute or sublicense Mobiscroll. You agree not to copy, decompile, reverse engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of Mobiscroll, any updates, or any part thereof, except as and only to the extent any foregoing restriction is prohibited by applicable law or to the extent as may be permitted by the licensing terms governing use of Mobiscroll.
3.5 Any attempt to do so is a violation of the rights of Licensor. If you breach this restriction, you may be subject to prosecution and damages. The terms of the license will govern any add-ons/upgrades provided by Licensor that replace and/or supplement the original Product, unless such upgrade is accompanied by a separate license in which case the terms of that license will govern. Any information supplied by Licensor or obtained by you, as permitted hereunder, may only be used by you for the purpose described herein and may not be disclosed to any third party or used to create any Product/Application which is substantially similar to the expression of Mobiscroll. Requests for information should be directed to Licensor's Customer Support Department.
3.6 You may have the right upon certain conditions specifed in the applicable law to decompile the Library if it is necessary to do so in order to achieve interoperability of the Library with another software program, and you have frst asked Licensor in writing to provide the information necessary to achieve such operability and Licensor has not made such information available. In addition, such decompilation may only be performed by you or someone else entitled to use a copy of Mobiscroll on your behalf. Licensor has the right to impose reasonable conditions before providing such information. Any information supplied by Licensor or obtained by you, as permitted herein, may only be used by you for the purpose described herein and may not be disclosed to any third party or used to create any Library/Framework/Software that is substantially similar to the expression of Mobiscroll or used for any other act that infringes the copyright of Mobiscroll or its Licensor.
4. DISCONTINUANCE/MODIFICATION OF PRODUCT
Licensor reserves the right to discontinue/modify Mobiscroll or any component of Mobiscroll at any time without notice to you. However, Licensor shall continue to provide the required materials and/or support services required by you for using Mobiscroll as agreed to herein, for a period of 12 months from the date of discontinuance/modification notified on its website.
5. SUPPORT SERVICES/MATERIALS
5.1 Licensor may provide you with support services/materials related to Mobiscroll ("Support Services"). Any supplemental software code provided to you as part of the Support Services shall be considered part of Mobiscroll and subject to the terms and conditions of this EULA. Licensor makes no representation that such Services and Materials are appropriate or available for use in any particular location. To the extent you choose to access such Services or Materials, you do so at your own risk and are responsible for compliance with any applicable laws. Licensor reserve the right to change, suspend, remove, or disable access to any Services at any time without notice. In no event will Licensor be liable for the removal of or disabling of access to any such Services. The Licensor may also impose limits on the use of or access to certain Services, in any case and without notice or liability. Licensor may collect a fee for extending such Support Services.
5.2 Licensor may limit your usage or terminate your access to any or all of the Support Services available, if your use of the Support Services is found to be excessive as determined by Licensor. In such case, Licensee needs to be informed.
5.3 Licensor will not provide any support services to end-users of your integrated products.
6. TERMINATION OF EULA
The license is effective until terminated by You or Licensor. Unless otherwise specified in this Agreement, the License granted hereunder shall last as long as You use the Software in compliance with the terms herein. Unless otherwise prohibited by law, and without prejudice to Mobiscroll's other rights or remedies, Mobiscroll shall have the right to terminate this Agreement and the License granted hereunder immediately if You breach any of the material terms of this Agreement, and You fail to cure such material breach within thirty (30) days of receipt of notice from Mobiscroll. Upon termination of the license, you shall cease all use of Mobiscroll, and destroy all copies, full or partial, of Mobiscroll.
7.1 To the maximum extent permitted by law, Licensee agrees to defend, indemnify and hold Licensor harmless, its affiliates and their respective directors, officers, employees and agents from and against any and all claims, actions, suits or proceedings, as well as any and all losses, liabilities, damages, costs and expenses (including reasonable attorney’s fees) arising out of or accruing from your use of Mobiscroll, including your downloading, installation, or use of Mobiscroll, or your violation of these Terms and Conditions.
7.2 To the maximum extent permitted by law, Licensor agrees to defend, indemnify, and hold Licensee harmless, its affiliates and their respective directors, officers, employees and agents from and against any and all claims, actions, suits or proceedings, as well as any and all losses, liabilities, damages, costs and expenses (including reasonable attorney’s fees) sustained by it as a result of a claim or allegation that the use of Mobiscroll, as licensed in this Agreement, infringe any intellectual property rights of any third party, provided that, Licensee promptly notifies Licensor in writing of the claim and Licensor has sole control of its defense and settlement, and receives reasonable assistance from Licensee in its defense and settlement, and Licensee makes no admission or settlement in respect of such claim.
8. NO WARRANTY/ DISCLAIMER
8.1 Mobiscroll Library is offered on an “AS IS” basis and no warranty, either express or implied, is given. Licensor expressly disclaim and exclude, to the maximum extent permitted by applicable law, all warranties, conditions undertakings or representations of any kind, whether statutory, express or implied, including, but not limited to, implied warranties of merchantability, satisfactory quality, fitness for a particular purpose and non- infringement.
8.2 Licensor does not warrant or assume responsibility for the accuracy or completeness of any information, text, graphics, links or other items contained within Mobiscroll.
8.3 In case there is a defect in Mobiscroll, Customer may request from Licensor either a refund or a repaired or replacement copy of Mobiscroll. Requests must be accompanied by proof of purchase.
9. LIMITATION OF LIABILITY
In no event shall Licensor be liable for personal injury, or any incidental, special, indirect or consequential damages whatsoever, including, without limitation, damages for loss of goodwill, work stoppage, computer failure or malfunction, loss of data, business interruption or any other commercial damages or losses, arising out of or related to Licensee's use or inability to use Mobiscroll, however caused, regardless of the theory of liability (contract, tort or otherwise) upon which the claim is based. Some jurisdictions do not allow the limitation of liability for personal injury, or of incidental or consequential damages, so this limitation may not apply to you.
Except as otherwise required by applicable laws, neither party nor either party’s agents, employees shall use or disclose to any person or entity any Confidential Information (as defined below) of the other party whether in written, oral, electronic or other form, which is obtained from the other party or otherwise prepared or discovered in the performance of this Agreement. “Confidential Information” means any and all information designated as confidential, all information or data concerning or related to the other party's products (including the discovery, invention, research, improvement, development, manufacture, or sale thereof), processes, or business operations, including any information of the foregoing nature received related to the other party's customers or clients, and any other information which, if not otherwise described above, is of such a nature that a reasonable person would believe it to be confidential or proprietary. The provisions of this Section relating to use and disclosure shall not apply to any information that: (i) is rightfully known prior to disclosure, (ii) is rightfully obtained from any third party without restrictions on disclosure, (iii) is or becomes available to the public without restrictions, or (iv) is disclosed by the party with the prior written approval of the other party. Further, either party may disclose confidential information of the other party as required by governmental or judicial order, provided such party gives the other party prompt written notice prior to such disclosure. The obligations set forth in this Section shall survive any expiration or termination of this Agreement.
11. GENERAL PROVISIONS
11.1 This agreement will not prejudice the statutory rights of any party, including those dealing as consumers.
11.2 If any part of this Agreement is found void and unenforceable, it will not affect the validity of the remaining parts of the Agreement, which shall remain valid and enforceable according to the terms. This Agreement shall not prejudice the statutory rights of any party dealing as a consumer. Updates/ add-ons may be licensed to you by Licensor with additional or different terms. This is the entire agreement between Licensor and You relating to Mobiscroll and it supersedes any prior representations, discussions, undertakings, communications or advertising relating to Mobiscroll. The failure of Licensor to exercise or enforce any right or provision of these Terms and Conditions does not constitute a waiver of such right or provision, which will still be available to Licensor.
12. GOVERNING LAW
This License will be governed by the law of Romania, without regard to the conflict of laws principles thereof. If any dispute, controversy, or claim cannot be resolved by a good faith discussion between the parties, the seat of arbitration shall be in Romania, and the parties hereby agree to submit to the jurisdiction and venue of such court. The language to be used in the arbitration proceeding shall be English. Failure of a party to enforce any provision of this Agreement shall not constitute or be construed as a waiver of such provision or of the right to enforce such provision.