license.txt

ATTENTION:  THE SOFTWARE PROVIDED UNDER THIS AGREEMENT IS BEING LICENSED TO YOU BY FABRIC SOFTWARE, INC. AND IS NOT BEING SOLD. THIS SOFTWARE IS PROVIDED UNDER THE FOLLOWING AGREEMENT THAT SPECIFIES WHAT YOU MAY DO WITH THE SOFTWARE AND CONTAINS IMPORTANT LIMITATIONS ON REPRESENTATIONS, WARRANTIES, CONDITIONS, REMEDIES, AND LIABILITIES.  

Fabric Software
Fabric Engine Software License Agreement
 
PLEASE READ THE FOLLOWING SOFTWARE LICENSE AGREEMENT ("AGREEMENT") CAREFULLY. THIS AGREEMENT FORMS A LEGALLY BINDING AGREEMENT BETWEEN YOU, THE INDIVIDUAL OR ENTITY THAT DOWNLOADED OR INSTALLED THE SOFTWARE ("CUSTOMER" OR “YOU”) AND FABRIC SOFTWARE INC. BY CLICKING THE "I ACCEPT THE TERMS OF THIS LICENSE" BUTTON DURING SOFTWARE INSTALLATION OR BY USING THE SOFTWARE PROVIDED WITH THIS AGREEMENT, YOU ACCEPT AND AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE WITH THE TERMS OF THIS AGREEMENT, YOU SHOULD NOT INSTALL OR USE THE SOFTWARE, AND YOU SHOULD PROMPTLY DESTROY ALL COPIES OF THE SOFTWARE THAT YOU DOWNLOADED OR COPIED.

IF YOU ARE AN AGENT OR EMPLOYEE OF ANOTHER ENTITY YOU REPRESENT AND WARRANT THAT (I) THE INDIVIDUAL ACCEPTING THIS AGREEMENT IS DULY AUTHORIZED TO ACCEPT THIS AGREEMENT ON SUCH ENTITY’S BEHALF AND TO BIND SUCH ENTITY, AND (II) SUCH ENTITY HAS FULL POWER, CORPORATE OR OTHERWISE, TO ENTER INTO THIS AGREEMENT AND PERFORM ITS OBLIGATIONS HEREUNDER.

1.  LICENSE TERMS

1.1 Evaluation License.  Subject to all of the terms and conditions of this Agreement, Fabric Software grants You a limited, royalty-free, non-exclusive, non-transferable license to download and install a copy of the Software on a single machine on a royalty-free basis for no more than 365 days from the date of installation (the “Evaluation Period”).  You may use the Software during the Evaluation Period solely for your own personal use for the purpose of testing and evaluating it to determine if You wish to obtain a commercial, production license for the Software.  This evaluation license grant will automatically end on expiry of the Evaluation Period.  If you wish to continue using the Software after the Evaluation Period You may, on payment of the applicable fees, upgrade to a full subscription or term license (as further described in sections 1.2 below) or request an extension from Fabric Software.  However, you acknowledge and agree that Fabric Engine will be under no obligation to renew or extend the Evaluation Period. 

1.2 Production License.  Subject to the terms and conditions of this Agreement, Fabric Software grants to You a non-exclusive license to install the object code version of the Software, on any Customer-owned computer, and to use the Software on that computer, to create software for use internally to Your organization.  Product licenses may be purchased either as a perpetual license bundled with support in the first year or as a subscription that has a built in expiry for the term triggered by a license key.

1.3 Backup Copies.  After installation of the Software pursuant to this Agreement, you may store a copy of the installation files for the Software solely for backup or archival purposes. Except as expressly provided in this Agreement, you may not otherwise make copies of the Software or the printed materials accompanying the Software.
1.4 Third-Party Software License Rights.  If a separate license agreement pertaining to an item of third-party software is: delivered to You with the Software, included in the Software download package, or referenced in any material that is provided with the Software, then such separate license agreement shall govern Your use of that item or version of Third-Party Software.  Your rights in respect to any third-party software, third-party data, third-party software or other third-party content provided with the Software shall be limited to those rights necessary to operate the Software as permitted by this Agreement.  No other rights in the Software or third-party software are granted to You.
2.  LICENSE RESTRICTIONS
2.1 Limited Use without License Key.  If you do not have a current licenses to the Software (eg. your license key has expired), you will still be able to run processes using the Software but will be prompted from time to time by a splash screen reminding you to renew your license subscription or term.       

2.2 Branding Requirements. Any copies of the Software shall include all trademarks, copyright notices, restricted rights legends, proprietary markings and the like exactly as they appear on the copy of the Software originally provided to You.  You may not remove or alter any copyright, trademark and/or proprietary notices marked on any part of the Software or related documentation and must reproduce all such notices on all authorized copies of the Software and related documentation.  

2.3 Prohibited Acts.  You shall not sublicense, distribute or otherwise make the Software available to any third party (including, without limitation, any contractor, franchisee, agent or dealer).  You further agree not to (i) rent, lease, sell, sublicense, assign, or otherwise transfer the Software to anyone else (whether bundled with other products or as a standalone product); (ii) directly or indirectly use the Software or any information about the Software in the development of any software that is competitive with the Software, or (iii) use the Software to operate or as a part of a time-sharing service, outsourcing service, service bureau, application service provider or managed service provider offering.  You further agree not to reverse engineer, decompile, or disassemble the Software in whole or in part, or otherwise reconstruct or discover any source code to the Software (other than the source code made available to the Customer by Fabric Software), or attempt to do so, except and only to the extent that such activity cannot be restricted under applicable law. You agree not to translate or modify the Software in any way or create derivative works of the Software without the written approval of Fabric Software (using the unmodified Software to produce applications for Your internal use does not constitute a breach of this Section 2.3).  You shall not use any license key with the Software other than the key provided by Fabric Software to You, install the Software on any externally accessible server; allow any other computer, terminal or device to access or use the Software; or install or use the Software concurrently on more than one computer except as expressly authorized by the level of license you purchased or agreed.  You shall not copy the Software except to make one copy for backup purposes in accordance with Section 1.4.

3.  UPDATES, MAINTENANCE AND SUPPORT 

3.1 Technical Support.  Customer acknowledges that unless Customer purchases opts to pay the support and maintenance fee Fabric Software shall not be obligated to provide support or maintenance related to Customer's use of the Software. In the event Fabric Software provides support and/or maintenance to the Customer, such support and/or maintenance shall be provided in a diligent and workmanlike manner in accordance with industry standards. If support is stated to be included in the purchase, the method via which Fabric Software will provide support is not defined except that it will make a reasonable attempt to fix bugs reported in a manner suited to its product release schedule, and it will attempt to find workarounds for customers who require them. The support contracts associated with purchased products are not full service support contracts, such high maintenance support contracts must be separately purchased. 

3.2 Software Updates and Upgrades.  Updates and upgrades may be made available as part of subscription licenses and if paid for under a perpetual license.  It is always Your option whether to upgrade the Software but Fabric Software will support only versions of the Software released within 12 months of the most recent version.  All upgrades and updates to the Software will form part of the Software and will be licensed and treated in accordance with the terms of this Agreement.

3.3 Changes.  Fabric Software reserves the right at any time to not release or to discontinue release of any Software and to alter prices, features, specifications, capabilities, functions, licensing terms, release dates, general availability or other characteristics of the Software.

4.  TERM AND TERMINATION

4.1 Term.  The term of this Agreement will begin on download of the Software and, in respect of an Evaluation License, shall continue for the Evaluation Period, and in respect of all other license types defined in Section 1, shall continue for as long as You use the Software, unless earlier terminated sooner under this section 4. 

4.2 Termination.  Fabric Software may terminate this Agreement in the event of any breach by You if such breach has not been cured within five (5) days of notice to You.  No termination of this Agreement will entitle You to a refund of any amounts paid by You to Fabric Software. or its applicable distributor or reseller or affect any obligations You may have to pay any outstanding amounts owing to Fabric Software or its distributor.  

4.3 Effect of Termination.  Except in relation to a perpetual license, Your rights to use the Software will immediately terminate upon termination or expiration of this Agreement.  Within five (5) days of termination or expiration of this Agreement, You shall purge all Software and all copies thereof from all computer systems and storage devices on which it was stored, and certify such to Fabric Software.  

5.  INTELLECTUAL PROPERTY 

5.1 Customer acknowledges that Fabric Software or its licensors own the copyright and all other intellectual property rights relating to the Software, and that no title to the Software or such intellectual property rights is transferred to Customer. Customer will not acquire any rights to the Software except the limited license to use the Software as expressly set forth above, and Fabric Software and its licensors retain all other rights. Customer agrees not to alter or remove the copyright notice, or any other notices of proprietary rights, that appear on and in the Software.

5.2 Any applications created through use of the Software by the Customer will be owned by Customer.
 
6.  WARRANTIES

6.1 Warranties.  Notwithstanding anything to the contrary contained in this Agreement, (a) Fabric Software warrants, represents and acknowledges that: (i) it owns and/or has secured all necessary rights to grant the rights hereunder to the Software; and .

6.2 DISCLAIMER OF OTHER WARRANTIES.  TO THE FULLEST EXTENT ALLOWED BY LAW, EXCEPT AS EXPRESSLY STATED HEREIN, THE SOFTWARE AND SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. FABRIC SOFTWARE, AND ITS LICENSORS AND SUPPLIERS, HEREBY DISCLAIM ALL ADDITIONAL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. FABRIC SOFTWARE DOES NOT WARRANT THAT THE SOFTWARE WILL OPERATE WITHOUT ERROR OR INTERRUPTION.
THE DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY CONSTITUTE AN ESSENTIAL PART OF THIS AGREEMENT. YOU ACKNOWLEDGE THAT BUT FOR THE DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY, NEITHER FABRIC SOFTWARE NOR ANY OF ITS LICENSORS OR SUPPLIERS WOULD GRANT THE RIGHTS GRANTED IN THIS AGREEMENT. 

7.  LIMITATION OF LIABILITY 

7.1 Limitation of Liability.  TO THE FULLEST EXTENT ALLOWED BY LAW, IN NO EVENT SHALL FABRIC SOFTWARE (OR ITS SUPPLIERS OR LICENSORS) BE LIABLE TO CUSTOMER OR ANY OTHER PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, LOSS OF USE, BUSINESS INTERRUPTION, LOSS OF DATA, OR COST OF COVER, WHETHER ALLEGED AS A BREACH OF CONTRACT, TORTIOUS CONDUCT OR OTHERWISE, INCLUDING WITHOUT LIMITATION NEGLIGENCE, ARISING OUT OF OR RELATED TO THIS AGREEMENT EVEN IF FABRIC SOFTWARE (OR ITS SUPPLIERS OR LICENSORS) HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL FABRIC SOFTWARE (OR ITS LICENSORS OR SUPPLIERS) AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT EXCEED THE LICENSE FEES PAID BY CUSTOMER TO FABRIC SOFTWARE DURING THE ONE-YEAR PERIOD PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY, AND IF THE SOFTWARE WAS PROVIDED TO CUSTOMER FREE OF CHARGE, IN NO EVENT SHALL SUCH AGGREGATE LIABILITY EXCEED FIVE DOLLARS (US$5.00). IN THE EVENT OF LIABILITY ARISING OUT OF ANY SERVICES, INCLUDING WITHOUT LIMITATION SUPPORT, IN NO EVENT WILL FABRIC SOFTWARE AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT EXCEED THE FEES PAID BY CUSTOMER TO FABRIC SOFTWARE FOR THE EFFECTED SERVICES FOR THAT QUARTER. CUSTOMER IS SOLELY RESPONSIBLE FOR BACKING UP ALL DATA ASSOCIATED WITH ITS USE OF THE SOFTWARE, AND FABRIC SOFTWARE (AND ITS LICENSORS AND SUPPLIERS) SHALL NOT BE LIABLE FOR ANY LOST DATA OR ERRORS IN DATA CAUSED BY THE SOFTWARE.

8.  GENERAL PROVISIONS.

8.1 Severability.  In the event any provision of this Agreement is determined to be invalid or unenforceable, that provision shall be enforced to the maximum extent permitted, and the Parties agree that the other provisions of this Agreement shall not be affected and shall continue to be enforced. 

8.2 Choice of Law and Venue.  This Agreement shall be governed by the provincial laws of Ontario, Canada, without respect to its conflicts of law rules. The Parties agree that this Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods. The Parties agree that any suit or proceeding arising out of or relating to this Agreement will be brought only in the Province of Ontario, and each shall submit to the exclusive personal and subject matter jurisdiction and venue of such courts. 

8.3 Amendments.  Any proposed changes to the terms of this Agreement will be posted in a revised version of this Agreement on the website and/or announced through the Fabric Software mailing list at least ten (10) days prior to the proposed effective date of such amendment. Continued use of the Software after the effective date of the amendment will constitute acceptance of the same.

8.4 Assignments and Transfers.  Customer may not assign or transfer its rights or obligations under this Agreement, except that Customer may assign the Agreement to a successor to its business that results from a sale of substantially all of Customer's assets, merger, or similar transaction, provided that the assignee agrees in writing to be bound by this Agreement and provided that Customer transfers all copies of the Software and related documentation to the third party or destroys any copies not transferred. Fabric Software may assign or novate this Agreement freely without notice to Customer.

8.5 Export.  Customer acknowledges that Canadian and United States (including without limitation US Export Administration Regulations) and foreign laws prohibit the export/re-export or transfer of products and technical data of US origin, including software, and Customer agrees not to export or re-export the Software or related technology without the appropriate US and foreign government clearance.

8.6 Waiver.  No term or provision hereof will be considered waived by either Party, and no breach excused by either party, unless such waiver or consent is in writing signed by both Parties. No consent by either party to, or waiver of, a breach by either party, whether express or implied, will constitute a consent to, waiver of, or excuse of any other, different, or subsequent breach by either Party.

8.7 Notices.  Any notice provided for or permitted under this Agreement will be treated as having been given when (a) delivered personally, (b) sent by confirmed telex or telecopy, (c) sent by commercial overnight courier with written verification of receipt, or (d) mailed postage prepaid by certified or registered mail, return receipt requested, to the party to be notified. Notices to Fabric Software shall be sent to its then-current principal place of business and notices to Customer shall be sent to Customer's address appearing in Fabric Software records, or to such other place of which the other party has been notified in accordance with the provisions of this section. Any notices will be treated as having been received upon the earlier of actual receipt or five (5) days after posting.
 
8.8 Relationship of Parties.  There is no relationship of agency, partnership, joint venture, employment or franchise between the parties. Neither party has the authority to bind the other or to incur any obligation on its behalf. No other party except Fabric Software and Customer shall be construed as a third party beneficiary to this Agreement or in privity to enforce the provisions of this Agreement at law or in equity.

8.9 Entire Agreement.  The Parties agree that this Agreement is the entire agreement between Customer and Fabric Software relating to its subject matter, and it supersedes any prior agreements, representations, or communications, whether written or oral, relating to that subject matter.


Last Updated May 7, 2014