Copyright (c) 2020 xamotoolkit.com

XAMOTOOLKIT COMMERCIAL LICENSE AGREEMENT

THIS COMMERCIAL LICENSE AGREEMENT (THIS “CLA”) CONTAINS THE TERMS AND
CONDITIONS FOR YOUR USE OF “WIJMO COMPLETE”, A SUITE OF JQUERY UI
WIDGETS (THE “Software”).  THIS CLA IS A BINDING AGREEMENT BETWEEN YOU
AND GrapeCity, Inc ("C1"); HOWEVER, IF YOU ARE ACTING AS AN AGENT
FOR ANOTHER, SUCH AS ON BEHALF OF YOUR EMPLOYER, THEN "YOU" MEANS THE
OTHER PERSON.  BY INSTALLING, COPYING, USING OR OTHERWISE ACCESSING
THE SOFTWARE, YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS.  

The term "Software" includes all source and object code, in whole
and/or part; all printed materials; “online” or electronic
documentation; data, data engines, images; updates and upgrades; and
anything provided for use with or in conjunction with the Software. 

1.  Grant of License.  Subject to the payment of the fee required and
the term and conditions herein, you are hereby granted a limited,
revocable, non-exclusive right to use the Software to design, develop,
test and distribute software products that are developed through or by
the use of the Software (“Applications”). 

	a. You are hereby granted one (1) license for you as one (1)
designated user to use the Software for the purpose of developing
Applications ("Developer").  You must purchase another separate
license to the Software for each and any additional Developer.  There
is no limit or restriction on the number of installations of Software,
which may be on different machines; provided, however, that the
Software may not be used by anyone other than you as a single
Developer.  For example, if a company has five developers using the
Software, the company needs to purchase five licenses, irrespective of
how the Software is accessed or how many installations are accessed.
The Software is not transferrable by you, except with the prior
written consent of C1.

	b. You are granted the right to use and to modify the source
code of the Software for use in Ap-plications.  You own any original
work authored by you; C1 continues to retain all copyright and other
intellectual property rights in the Software.  You are not permitted
to move, remove, edit, or obscure any copyright, trademark,
attribution, warning or disclaimer notices in the Software.

	c. You may use the Software only to create Applications that
are significantly different than and do not compete with the Software.
You are granted the license to distribute the Software as part of your
Applications on a royalty-free basis.  Users of your Applications are
not permitted to use the Software or your modifications of the
Software for development purposes unless they also purchase a separate
com-mercial license from C1 for each of the users.  

d. You agree to indemnify, hold harmless, and defend C1, its suppliers
and resellers, from and against any claims or lawsuits, including
attorney's fees that may arise from the use or distribution of your
Applications.

 2.  Copyright and Other Rights and Limitations.  

The Software is licensed, not sold.  The Software is protected by
copyright laws and international copyright treaties, as well as by
other intellectual property laws and treaties.  You agree that C1 owns
all right, title, and interest in and to the Software, including any
copyrights, and all other intellectual property rights in and to the
Software.  C1Â’s copyright includes, but is not limited to,
documentation and C1Â’s significant online developer assistance
resources, source code, and any images, photographs, animations,
video, audio, music, and text incorporated into the Software.  You may
not rent, lease or sublicense the Software.  Without prejudice to any
other rights it may have, this CLA shall automatically terminate if
you fail to comply with the terms and conditions of this CLA, with the
exception of any provisions which, by their nature, are intended to
survive termination.  Upon termination, you agree to destroy all
copies of the Software.  You agree that C1 may identify you as a
customer in C1 marketing materials.  C1 reserves all rights not
otherwise expressly and specifically granted herein.  

The Software is of U.S. origin.  The license and distribution of the
Software is subject to the export control laws and regulations of the
United States of America which restrict exports and re-exports of
software, technical data, and direct products of technical data,
including services and applications created with or derived from use
of the Software.  You agree that you will comply all with such laws.  

3.  Warranties and Remedies.

	C1 EXPRESSLY DISCLAIMS ANY WARRANTY.  THE SOFTWARE IS PROVIDED
“AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED,
INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.  THE ENTIRE RISK
ARISING OUT OF USE OR PERFORMANCE OF THE SOFTWARE IS AND REMAINS WITH
YOU. THIS LIMITED WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS. YOU MAY
HAVE OTHERS WHICH VARY FROM STATE TO STATE.

	C1'S ENTIRE LIABILITY AND YOUR EXCLUSIVE REMEDY UNDER THIS CLA
SHALL BE, AT C1'S OPTION, EITHER: (a) RETURN OF THE PRICE PAID FOR THE
SOFTWARE, OR (b) REPLACEMENT, UPDATE OR UPGRADE OF THE SOFTWARE.
EXCEPT AS STATED IN THE PRECEDING SENTENCE, IN NO EVENT SHALL C1 BE
LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION,
GENERAL, COMPENSATORY, CONSEQENTIAL AND/OR INCIDENTAL DAMAGES, DAMAGES
FOR LOSS OF BUSINESS PROFIT, BUSINESS INTERRUPTION, LOSS OF
INFORMATION, OR ANY OTHER LOSS) ARISING OUT OF THE USE OR INABILITY TO
USE THE SOFTWARE, EVEN IF C1 HAS BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES.  BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE
EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL
DAMAGES IN CERTAIN CASES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

4. MISCELLANEOUS.

	This CLA (including any additional terms, addendum or
amendment to this CLA included with the Software) is the final,
complete and exclusive statement of the entire agreement between you
and C1 relating to the Software and supersedes any prior and
contemporaneous communications, whether oral or written.  This CLA may
not be modified unless in writing or by a manner in which the parties
are bound to this CLA (such as by "clicking-through" acceptance, etc.)
You agree to indemnify, hold harmless, and defend C1 and its suppliers
and resellers from and against any and all claims or lawsuits,
including attorney's fees, that arise or result from this CLA.

	If for any reason a court of competent jurisdiction finds any
provision of this Agreement, or any portion thereof, to be
unenforceable, that provision of the Agreement will be enforced to the
maximum extent permissible so as to effect the intent of the parties,
and the remainder of this Agreement will continue in full force and
effect.  Failure by either party to enforce any provision of this
agreement will not be deemed a waiver of future enforcement of that or
any other provision.  Except as otherwise required or superseded by
law, this Agreement is governed by the laws of the State of
Pennsylvania, without regard to its conflict of laws principles. The
parties consent to the personal jurisdiction and venue of the
Commonwealth of Pennsylvania, in the County of Allegheny, and agree
that any legal proceedings arising out of this Agreement shall be
conducted solely in such Commonwealth.  If the Software was acquired
out-side the United States, then local law may apply.

	Use, duplication, or disclosure by the U.S. Government is
subject to restrictions as set forth above and in subparagraph (c) (1)
(ii) of the Rights in Technical Data and Computer Software clause at
DFARS 252.2277013.  Rights for non-DOD U.S. Government departments and
agencies are as set forth in FAR 52.22719(c) (1,2).  ComponentOne,
L.L.C., 201 South Highland Avenue, 3rd Floor, Pittsburgh, PA
15206-9926, USA.