Commercial License Agreement

The following is the full text of the Commercial License Agreement.

This DZX Designs Commercial License Agreement ("Agreement") is a legal agreement between DZX Designs ("DZX Designs") with its office at 1321 8th Avenue North, Suite 202, Great Falls, MT 59401, U.S.A. and you (either an individual or a legal entity) ("Licensee") for the Licensed Software (as defined below).

1. DEFINITIONS

“Customers” shall mean the third parties to whom Licensee directly or indirectly distributes copies of the Licensed Software.

“Devices” shall mean devices or products that are manufactured, sold or distributed by Licensee that include the Licensed Software.

"Licensed Software" shall mean the computer software, "online" or electronic documentation, associated media and printed materials, including the source code, example programs and the documentation delivered by DZX Designs to Licensee in conjunction with this Agreement.

“Application(s)” shall mean Licensee’s software products created using the Licensed Software which may include portions of the Licensed Software.

“Online Services” shall mean any services or access to systems provided by DZX Design’s to the Licensee over Internet in conjunction with the Licensed Software or for the purpose of use by the Licensee of the Licensed Software or Support.

“Support” shall mean standard developer support that is provided by DZX Designs to assist eligible Designated Users in using the Licensed Software in accordance with its established standard support procedures.

“Supported Term” shall mean a time period of twelve (12) months following the acquisition of a commercial license.

“Renewal Term” shall mean an extension of the Supported Term by a time period of twelve (12) months.

“Updates” shall mean a release or version of the Licensed Software containing enhancements, new features, bug fixes, error corrections and other changes that are generally made available to users of the Licensed Software.

"Modified Software" shall mean modifications made to the Licensed Software by Licensee.

"Designated User(s)" shall mean the employee(s) of Licensee acting within the scope of their employment or Licensee's consultant(s) or contractor(s) acting within the scope of their services for Licensee and on behalf of Licensee.

2. LICENSES GRANTED

DZX Designs grants to Licensee a non-exclusive, non-transferable, license to use, modify and copy the Licensed Software for Designated Users for the sole purposes of:

  1. designing, developing, and testing Application(s);
  2. modifying the Licensed Software as limited by section 3 below; and
  3. compiling the Licensed Software and/or Modified Software source code into object code; and
  4. installing and deploying Application(s) in Devices as limited by section 3 below.

Licensee may install copies of the Licensed Software on an unlimited number of computers provided that only the Designated Users use the Licensed Software.

Licensee may at any time during the Supported Term designate another Designated User to replace a then-current Designated User by notifying DZX Designs through the Online Services, provided that a) the then-current Designated User has not been designated as a replacement during the last six (6) months; and b) there is no more than the specified number of Designated Users at any given time.

RESTRICTIONS ON USE

AT NO TIME MAY LICENSEE, OR DESIGNATED USER(S), CREATE ANY TOOL, REDISTRIBUTABLE, OR PRODUCT THAT DIRECTLY OR INDIRECTLY COMPETES WITH THE LICENSED SOFTWARE BY UTILIZING ALL OR ANY PORTION OF THE DZX DESIGNS LICENSED SOFTWARE.

Licensee agrees to safeguard the confidentiality of the Licensed Software source code with at least the same degree of care as used for its own confidential property.

Licensee agrees to not distribute any Modified Software source code.

UPDATES AND SUPPORT SERVICES

Licensee will be eligible to receive Support and Updates and to use the Online Services during the Supported Term, in accordance with DZX Design’s then current policies and procedures, if any.

Upon expiration of the Supported Term, the Licensee can choose to have the Supported Term extended by a Renewal Term.

In the event Licensee selects not to have Supported Term extended, DZX Design’s shall, following the expiry of Supported Term, no longer make the Licensed Software, Support, Updates or Online Services available to Licensee.

Any supplemental Licensed Software provided to you as part of the Support Services shall be considered part of the Licensed Software and subject to the terms and conditions of this Agreement.

With respect to technical information you provide to DZX Designs as part of the Support Services, DZX Designs may use such information for its business purposes, including for Licensed Software support and development.

Licensee shall be responsible for providing service and support to Licensee’s Customers with respect to the Licensed Software. Licensee, as appropriate, shall inform Licensee’s Customers that all requests for support or service are to be made to Licensee, and not to DZX Designs.

EXPORT RESTRICTIONS

DZX Designs expressly complies with all export restrictions imposed by the government of the United States of America. The Licensee must agree not to export or re-export the Licensed Software within any created application to any country, person, entity or end user subject to U.S.A. export restrictions. Restricted countries currently include, but are not necessarily limited to Cuba, Iran, North Korea, Sudan, and Syria. You warrant and represent that neither the U.S.A. Bureau of Export Administration nor any other federal agency has suspended, revoked or denied your export privileges.

DISCLAIMER OF WARRANTY

DZX Designs expressly disclaims any warranty for the Licensed Software. THE LICENSED SOFTWARE AND ANY RELATED DOCUMENTATION IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. DZX DESIGNS DOES NOT WARRANT, GUARANTEE, OR MAKE ANY REPRESENTATIONS REGARDING THE USE, OR THE RESULTS OF THE USE, OF THE LICENSED SOFTWARE IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF THE LICENSED SOFTWARE REMAINS WITH YOU, THE LICENSEE.

No oral or written information or advice given by DZX Designs or its employees shall create a warranty or in any way increase the scope of this warranty.

LIMITATIONS ON LIABILITY

To the maximum extent permitted by applicable law, in no event shall DZX Designs be liable for any special, incidental, indirect, or consequential damages whatsoever (including, without limitation, damages for loss of business profits, business interruption, loss of business information, or any other pecuniary loss) arising out of the use of or inability to use the Licensed Software or the provision of or failure to provide Support Services, even if DZX Designs has been advised of the possibility of such damages.

Licensee understands that the Licensed Software may produce inaccurate results because of a failure or fault within the Licensed Software or failure by Designated User(s) to properly use and or deploy the Licensed Software. Licensee assumes full and sole responsibility for any use of the Licensed Software and bears the entire risk for failures or faults within the Licensed Software.

Licensee agrees that regardless of the cause of failure or fault or the form of any claim, YOUR SOLE REMEDY AND DZX DESIGNS'S SOLE OBLIGATION SHALL BE GOVERNED BY THIS AGREEMENT AND IN NO EVENT SHALL DZX DESIGNS'S LIABILITY EXCEED THE PRICE PAID TO DZX DESIGNS FOR THE LICENSED SOFTWARE. This Limited Warranty is void if failure of the Licensed Software has resulted from accident, abuse, alteration, unauthorized use or misapplication of the Licensed Software.

INDEMNIFICATION

Licensee agrees to indemnify DZX Designs and its officers, directors, employees, agents, and representatives from each and every demand, claim, loss, liability, or damage of any kind, including actual attorney's fees, whether in tort or contract, that it or any of them may incur by reason of, or arising out of, any claim which is made by any third party with respect to any breach or violation of this Agreement by the Licensee or any claims based on the Application(s) and the Licensed Software included herein.

TERMINATION

Without prejudice to any other rights or remedies, DZX Designs will terminate this Agreement upon the Licensee’s failure to comply with all the terms and conditions of this Agreement. In such events, Designated User(s) must destroy all copies of the Licensed Software and all of its component parts including any related documentation, and must remove ANY and ALL use of Licensed Software from any Application(s) distributed by Designated User(s), whether in native, altered or compiled states.

TAX

DZX Designs delivers its software electronically and does not collect sales or use tax for residents of US states in which it operates. Licensee should confirm that their local, state, or federal government does not impose any sales or use tax on electronically delivered software. Licensee is entirely liable for any such sales or use tax.

MISCELLANEOUS

This Agreement shall be construed, interpreted and governed by the laws of the State of Montana, U.S.A. This Agreement gives you, the Licensee, specific legal rights; you may have others that vary from state to state and from country to country. This Agreement may only be modified in writing signed by you and an authorized officer of DZX Designs. If any provision of this Agreement is found void or unenforceable, the remainder will remain valid and enforceable according to its terms. If any remedy provided is determined to have failed for its essential purpose, all limitations of liability and exclusions of damages set forth in the Limited Warranty shall remain in effect. DZX Designs reserves all rights not specifically granted in this Agreement.

YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT AND YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT UPON INSTALLATION AND/OR USE of ALL LICENSED SOFTWARE INCLUDED IN THIS DISTRIBUTION.