ScheduALL Software License

Code License managed by username, submitted on 2015/05/06.

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If you are a fully licensed ScheduALL® Software Licensee installing this Update to your Licensed ScheduALL Software, then the following paragraphs will apply:

By accessing and installing this software update to the ScheduALL software, your institution reaffirms its acceptance to the terms and conditions of the relevant license and maintenance agreements entered into with VizuAll, Inc., d/b/a ScheduALL and further acknowledges the ancillary software and agrees to be bound to the following provisions regarding ancillary software:

GeoNames (Creative Commons), who does not endorse ScheduALL or our use of the work. Some silk icons provided by <http://www.famfamfam.com/lab/icons/silk/> (Creative Commons), who does not endorse ScheduALL or our use of the work. Part of the Simple JSON Library: (MIT License), Copyright © 2010 Mike Anchor. Telerik: Copyright © 2002 - 2011 Telerik. All rights reserved. With respect to Telerik, Licensee agrees not to use the Telerik software independently from the ScheduALL Software. For use of the Telerik software in design-time (i.e., within a development environment such as Microsoft Visual Studio), Licensee needs to purchase the appropriate number of Developer Licenses from Telerik. With respect to Business Objects Crystal reports, Licensee agrees not to alter, disassemble, decompile, translate, adapt or reverse-engineer the Runtime Software or the report file (.RPT) format; Licensee agrees not to use, distribute or integrate the Runtime Software with any general-purpose report writing, data analysis or report delivery product or any other product that performs the same or similar functions as Crystal Decisions’ product offerings; Licensee agrees not to use the Runtime Software to create for distribution a product that is generally competitive with Crystal Decisions product offerings; Licensee agrees not to use the Runtime Software to create for distribution a product that converts the report file (.RPT) format to an alternative report file format used by any general-purpose report writing, data analysis or report delivery product that is not the property of Crystal Decisions; Licensee agrees not to use the Runtime Software by itself or as part of a system to regularly deliver, distribute or share Reports outside of the Runtime Software environment: (a) to more than fifty (50) end users directly, or (b) to a location that is accessible to more than fifty (50) end users without obtaining an additional license from Crystal Decisions. With respect to dotConnect for Oracle, Licensee agrees not to use the software independently from the ScheduALL solution, and for use of the Software within a development environment, ScheduALL Licensees need to purchase the appropriate license from Devart. Certain components or modules included in the Software may be provided by Microsoft Corporation. Copyright 2009 Microsoft Corporation. “Microsoft” and related marks are the property of Microsoft Corporation. Certain components included in the Software provided by: Full Calendar: Copyright (c) 2013 Adam Shaw. jQuery Easing v1.3: Copyright (c) 2008 George McGinley Smith. All rights reserved. jQuery

Cookie: Copyright 2013 Klaus Hartl. Certain fonts and icons: <http://icomoon.io/>: © 2014-2015 Roonas. Creative Commons. Other fonts and icons are created by ScheduALL or third parties and are the property of their respective owner. SIL Open Font, (c) 2003 - 2013 SIL International, all rights reserved. Angular.js: Copyright © 2010 - 2012 Google, Inc. http://angularjs.org. Module provided by: <http://drupal.org/project/smtp>.

<http://cdnjs.cloudfare.com/ajax/libs/jstimezonedetect/1.0.4/jstz.js>, Copyright © Jon Nylander: <http://opensource.org/licenses/mit-license.php>. Microsoft Ajax Minifier, <http://ajaxmin.codeplex.com/>, <http://www.apache.org/licenses/LICENSE-2.0>, Copyright 2012 by Microsoft Corp. Html Agility Pack: <http://htmlagilitypack.codeplex.com/>, http://htmlagilitypack.codeplex.com/license.

For other than fully licensed ScheduALL ®Software Users installing this update, the following will apply:

SCHEDUALL SOFTWARE LICENSE AGREEMENT

PLEASE READ THE TERMS AND CONDITIONS OF THIS SOFTWARE LICENSE AGREEMENT ("AGREEMENT") CAREFULLY BEFORE INSTALLING THIS SOFTWARE. BY ACCEPTING “I AGREE” AND INSTALLING, YOU ARE ACCEPTING AND AGREEING TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. HOWEVER, IF YOU PURCHASE OR HAVE PURCHASED SCHEDUALL SOFTWARE, THE APPLICABLE SCHEDUALL SOFTWARE LICENSE AGREEMENT WILL SUPERSEDE THIS AGREEMENT.

This Agreement is made and entered into as of the date you accept “I agree” , by and between VIZUALL, INC., d/b/a ScheduALL, a Florida corporation, with its principal offices located at 200 South Park Road, Suite 250, Hollywood FL USA 33021 (the "Licensor") and you (the "Licensee").

1. DEFINITIONS. In addition to those terms defined in this Agreement, the following capitalized terms shall have the following meanings:

"Software” shall mean the object code version of the software program commercially known as ScheduALL®, and specifically the components licensed hereunder

“Software Products” shall mean any and all components, other than Software, which may be provided hereunder to Licensee, which may include, for example, documentation, magnetic media, job aides, templates, and other similar devices

2. GRANT OF LICENSE. Subject to the terms and conditions of this Agreement Licensor grants to Licensee a 30 DAY LIMITED, non-exclusive and non-transferable license to EVALUTATE the Software and the Software Products for its internal business purposes. All rights not expressly granted herein are retained by Licensor. Licensee shall not, nor shall Licensee authorize any third party, to reverse engineer, decompile, disassemble or create derivative works of the Software. Licensee shall have no right to sublicense or otherwise make available to any third party the rights granted to Licensee hereunder.

3. THE SOFTWARE AND THE SOFTWARE PRODUCTS ARE PROVIDED ON AN “AS IS” BASIS WITHOUT ANY WARRANTIES, EXPRESS OR IMPLIED. LICENSOR EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. LICENSOR DOES NOT WARRANT THAT THE SOFTWARE OR SOFTWARE PRODUCTS WILL BE ERROR-FREE OR OPERATE WITHOUT INTERRUPTION.

4. LIMITATION OF LIABILITY. LICENSOR SHALL NOT BE LIABLE TO LICENSEE FOR ANY CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR SPECIAL DAMAGES INCURRED AS A RESULT OF ANY BREACH OF THIS AGREEMENT, ARISING OUT OF THIS AGREEMENT OR THE USE OR INABILITY TO USE THE SOFTWARE OR ANY OF THE SOFTWARE PRODUCTS, INCLUDING, BUT NOT LIMITED TO, ANY LOST PROFITS OR COST SAVINGS, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY EVENT, IT IS AGREED THAT THE LIABILITY OF LICENSOR TO LICENSEE FOR ANY REASON AND UPON ANY CAUSE OF ACTION SHALL BE LIMITED TO $5.00 (FIVE DOLLARS). THE FOREGOING LIMITATIONS APPLY TO ALL CAUSES OF ACTION IN THE AGGREGATE, INCLUDING, WITHOUT LIMITATION, TO BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY AND OTHER TORTS.

5. INDEMNIFICATION. Licensee agrees to indemnify, defend and hold harmless Licensor and its shareholders, officers, directors, employees, agents, successors and assigns (collectively the “Indemnified Party”) from and against any and all third party claims, demands, suits, actions, liabilities and losses incurred by the Indemnified Party, including, but not limited to, costs, reasonable attorney’s fees, expenses, judgments or damages, arising from the operation of its business or any breach of this Agreement.

6. TERMINATION AND REMEDIES. This Agreement shall terminate at the end of the evaluation period, or immediately if Licensee breaches any of the terms, conditions or covenants of this Agreement. Any termination under this provision shall be without prejudice to all other rights or remedies in law or equity that Licensor may have. Upon the termination of this Agreement, the rights and licenses granted to Licensee by Licensor hereunder shall terminate immediately, and Licensee shall cease all use of the Software and the Software Products. Licensee shall return to Licensor or destroy all copies of the Software, Software Products and any other materials containing Licensor’s Confidential Information, as described hereunder, in Licensee’s possession.

7. PROPRIETARY RIGHTS AND NOTICES. Licensee agrees that Licensor retains exclusive right, title and interest in and to the Software and Software Products, and any modifications and enhancements thereto, and all copies or portions thereof, including, but not limited to all intellectual property rights therein. All applicable rights to patents, copyrights, trademarks and trade secrets in the Software and Software Products, and any residuals, modifications and enhancements thereto, shall at all times remain the property of Licensor or its licensors. Licensee agrees not to conceal from view any copyright, trademark or confidentiality notices placed on the Software, Software Products or any output generated by the Software and to reproduce all copyright, trademark or confidentiality notices on all copies of the Software and Software Products made by Licensee, as permitted hereunder. The Software and updates (if any) may also include third party software or runtime components (“Ancillary Software”) which accompany or are embedded in the Software. By entering into this Agreement, Licensee agrees use of Ancillary Software is subject to all other limitations and warranty disclaimers regarding the Software and applicable Ancillary Software license terms and conditions which may be included in updates (if any). Licensee may not use the Ancillary Software independently from the Software. GeoNames (Creative Commons), who does not endorse ScheduALL or our use of the work. Some silk icons provided by <http://www.famfamfam.com/lab/icons/silk/> (Creative Commons), who does not endorse ScheduALL or our use of the work. Part of the Simple JSON Library: (MIT license), Copyright © 2010 Mike Anchor. Telerik: Copyright © 2002 - 2011 Telerik. All rights reserved. With respect to Telerik, Licensee agrees not to use the Telerik software independently from the ScheduALL Software. For use of the Telerik software in design-time (i.e., within a development environment such as Microsoft Visual Studio), Licensee needs to purchase theappropriate number of Developer Licenses from Telerik. With respect to Business Objects Crystal Reports, Licensee agrees not to alter, disassemble, decompile, translate, adapt or reverse-engineer the Runtime Software or the report file (.RPT) format; Licensee agrees not to use, distribute or integrate the Runtime Software with any general-purpose report writing, data analysis or report delivery product or any other product that performs the same or similar functions as Crystal Decisions’ product offerings; Licensee agrees not to use the Runtime Software to create for distribution a product that is generally competitive with Crystal Decisions product offerings; Licensee agrees not to use the Runtime Software to create for distribution a product that converts the report file (.RPT) format to an alternative report file format used by any general-purpose report writing, data analysis or report delivery product that it not the property of Crystal Decisions; Licensee agrees not to use the RuntimeSoftware by itself or as part of a system to regularly deliver, distribute or share Reports outside of the Runtime Software environment: (a) to more than fifty (50) end users directly, or (b) to a location that is accessible to more than fifty (50) end users without obtaining an additional license from Crystal Decisions. With respect to dotConnect for Oracle, Licensee agrees not to use the software independently from the ScheduALL solution, and for use of the Software within a development environment, ScheduALL Licensees need to purchase the appropriate license from Devart. Certain components or modules included in the Software may be provided by Microsoft Corporation. Copyright 2009 Microsoft Corporation. “Microsoft” and related marks are the property of Microsoft Corporation. Certain components included in the Software provided by: Full Calendar: Copyright © 2013 Adam Shaw. jQuery Easing v1.3: Copyright (c) 2008 George McGinley Smith. All rights reserved. jQuery Cookie: Copyright 2013 Klaus Hartl. Certain font and icons: <http://icomoon.io/>, (c) 2014-2015 Roonas. Creative Commons. Other fonts and icons are created by ScheduALL or third parties and are the property of their respective owner. SIL Open Font, (c) 2003 - 2013 SIL International, all rights reserved. Angular.js: Copyright (c) 2010 - 2012 Google, Inc. <http://angularjs.org>. Module provided by: <http://drupal.org/project/smtp>. <http://cdnjs.cloudflare.com/ajax/libs/jstimezonedetect/1.0.4/jstz.js>, Copyright © Jon Nylander: <http://opensource.org/licenses/mit-license.php>. Microsoft Ajax Minifier: <http://ajaxmin.codeplex.com/, > <http://www.apache.org/licenses/LICENSE-2.0>, Copyright 2012 by Microsoft Corp. Html Agility Pack: <http://htmlagilitypack.codeplex.com/>, <http://htmlagilitypac>k.codeplex.com/license.

8. CONFIDENTIALITY. Licensee nor any third party acting on its behalf, will for any reason at any time use or disclose any proprietary information of the Licensor, including, without limitation, relating to the processes, techniques, work practices, customers, prospective customers, suppliers, vendors, business practices, strategies, business plans, financial information, marketing, third party licenses, products, proprietary rights or trade secrets of the other party hereto (collectively the “Confidential Information”). In addition, the parties acknowledge and agree that (a) the Software, Software Products and related materials, know-how and proprietary rights shall be deemed Licensor’s Confidential Information, and (b) the proprietary data stored in the database shall be deemed Licensee’s Confidential Information. Each parry shall use at least the same degree of care in safeguarding the other party’s Confidential Information as it uses in safeguarding its own Confidential Information, but not less than due diligence and care, to prevent the theft, disclosure, copying, reproduction, distribution and preparation of derivative works of the other party’s Confidential Information. Either party may disclose Confidential Information to its employees, independent contractors and advisors that have a need to know in the course of their assigned duties and responsibilities in connection with this Agreement, provided such parties are bound by legally binding obligations to protect such Confidential Information in a manner consistent with this Agreement. Confidential Information does not include (i) information already known or independently developed by the recipient without use or reliance on the other party’s Confidential Information, as evidenced by records, (ii) information in the public domain through no wrongful act of the recipient, or (iii) information received from a third party who was not under a duty of non-disclosure. If the receiving party is required by a lawful order from any court or agency of competent jurisdiction to disclose Confidential Information, the receiving party shall promptly notify the disclosing party of such order so that the party may take reasonable steps to limit further disclosure, including obtaining a protective order or other reasonable assurance that confidential treatment will be accorded to the Confidential Information. If, in the absence of a protective order, the receiving party is compelled as a matter of law to disclose Confidential Information, the party will use reasonable efforts to disclose only the Confidential Information that is required by law to be disclosed. Confidential Information shall remain the sole property of the disclosing party or its respective licensor. In the event of a breach or threatened breach of this provision, the disclosing party shall be entitled to obtain preliminary injunctive relief, without posting bond, to prevent the use and disclosure of such Confidential Information, in addition to all other remedies available at law and in equity.

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9. NOTICES. All notices which are required or permitted hereunder shall be sufficient, if in writing, and delivered personally or by registered or certified mail, postage pre-paid, or by facsimile with printed transmission confirmation sheet, as follows (or to such other address as shall be set forth in a notice given in the same manner): (a) if to Licensor to: VizuAll, Inc., 200 South Park Road, Suite 250, Hollywood FL USA 33021; Fax: (954) 334-5420; (b) if to Licensee, at the address of record. Notice shall be deemed to be given as of the date of delivery, if personally done, or by registered or certified mail, or the date and time of delivery, if done by facsimile with a printed transmittal confirmation sheet reflecting the date and time of delivery (or next business day if received via facsimile after 5:00 PM recipient’s local time).

10. GOVERNING LAW; ARBITRATION. In the event of any disputes between the parties, the parties hereby agree to first have its respective senior executives confer within ten (10) days in person or telephonically before submitting any claim to arbitration. Subject to the foregoing, any dispute arising under this Agreement shall be subject to binding arbitration by a single arbitrator knowledgeable about computer software, in accordance with the rules of the American Arbitration Association. The parties agree that this Agreement shall be governed by and be interpreted in accordance with the laws of the State of Florida USA. The arbitration shall be held in Broward County, Florida USA. The Arbitrator shall have the authority to grant injunctive relief and specific performance to enforce the terms of this Agreement. Judgment on any award rendered by the Arbitrator may be entered in any Court of competent jurisdiction. The provisions of this Section shall not preclude any party from pursuing a court proceeding for preliminary injunctive relief arising from a claim to enforce a party’s rights or remedies for any infringement of such party’s Confidential Information or intellectual property right. If any litigation or arbitration is necessary to enforce the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney’s fees and costs.

11. EXPORT; US GOVERNMENT. Licensee acknowledges that the laws and regulations of the United States may restrict the export and re-export of the Software and Software Products, and Licensee agrees that it shall not export or re-export the Software or any of the Software Products in any form or manner in violation of those laws or regulations, as amended from time-to-time. The Software and any Ancillary Software are commercial computer software. To the extent applicable, the use, duplication, or disclosure by the Government is subject to restrictions as set forth in this Agreement and are licensed with "Restricted Rights" as provided for in FAR 52.227-14, FAR 52.227-19(c), DFAR 252.227-7013, and other agency data rights provisions, as applicable. Licensee is responsible for ensuring that copies are marked with restricted rights notices and legends. Licensor reserves all rights not expressly granted to Licensee.

12. GENERAL PROVISIONS. Licensee may not assign or transfer (including without limitation, by operation of law) its interest, rights or obligations under this Agreement or sublicense the Software or the Software Products without the prior written consent of Licensor, and any prohibited assignment or sublicense shall be null and void. No amendment or modification of this Agreement shall have any effect, unless done in writing, stating with specificity the particular amendment or modification to be made and agreed to by all parties hereto or their duly authorized representatives. Notwithstanding, the parties may enter into modifications and Exhibits electronically, which shall be enforceable. Nothing herein may be waived unless in writing and signed by the parties to be bound, and no modification or amendment of any provision of this Agreement shall be construed as a waiver, breach or cancellation of any other provision or a waiver of any other option, right or privilege on any other occasion. In the event any of the provisions of this Agreement are deemed to be invalid or unenforceable by court order, administrative agency or other governmental action, the unenforceable provision shall be deemed severable from the remainder of this Agreement to the extent permitted by law, and the remaining provisions of the Agreement shall remain binding with the same effect as though the void parts were deleted. For purposes of construction of this Agreement, words used in singular or in plural, respectively, include both the plural and the singular, and the masculine gender includes the feminine and neutral genders. Sections 3, 4, 5, 6, 7, 8, 9, 10, 11, and 12, as applicable, shall survive the termination or expiration of this Agreement. Licensor shall not be liable for any delay in performing its obligations under this Agreement, if such delay is caused by circumstances beyond its reasonable control, including, but not limited to, any delay caused by any act or omission of Licensee, acts of God, acts of Terrorism, war, floods, windstorm, labor disputes or delay of essential materials or services.

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