Mailit software license agreement
1. IMPORTANT NOTICE:
YOU SHOULD READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY BEFORE YOU DOWNLOAD,
INSTALL OR USE DACONS LLP’S PROPRIETARY MAILIT SOFTWARE. BY INSTALLING OR USING THE
SOFTWARE, YOU AGREE TO BE BOUND BY THE FOLLOWING TERMS AND CONDITIONS. IF YOU DO NOT
AGREE TO THE FOLLOWING TERMS AND CONDITIONS, DO NOT INSTALL OR USE THE SOFTWARE.
“Dacons” – Dacons LLP. Legal address Suite 5 Copse Court, Evenwood Close, London SW15 2DE, England.
“You” and ‘Your” - the party purchasing a license or evaluating the software under the terms of this
“Software” means compiled objects, libraries, modules, license key and any and all updates thereto,
together with all associated documentation and examples provided by Dacons or its authorized resellers.
“License Key” – a unique code provided by Dacons which identifies You, as well as the license type, and
which unlocks or enables certain features of the Licensed Software.
“Application” or “Your Application” - a software application that You develop which incorporates all or parts of the Licensed Software.
“Trial Period” - a specified period of time during which You may temporarily use the Licensed Software for
evaluation purposes only.
3A. GENERAL LICENSE GRANT
In consideration of Your payment of applicable license fees and/or Your acceptance of the terms of this
Agreement, Dacons hereby grants to You certain nonexclusive and nontransferable rights limited by the
terms of this Agreement. The Licensed Software is licensed (not sold) to You, for use strictly under the
terms of this Agreement.<'p>
The Software is licensed (not sold) to you, in machine-readable form only for use only under the terms of
this Agreement, and Dacons reserves all rights not expressly granted to you in this Agreement. For each
License Key provided to you by Dacons, you are granted a nonexclusive license to provide the Software to
the number of your developers indicated by the License Key, for the sole purpose of developing and
maintaining your Applications using the Software. If a License Key contains an expiration date or does not
indicate the number of developers licensed, it is considered temporary, and multiple developers may use it
for the sole purpose of evaluating the Software.
In addition, you are granted a nonexclusive, royalty-free license to integrate the Libraries into Applications and to distribute such Libraries in connection with such Applications, provided that (a) such Applications do not in any way compete with the Software or expose the functionality of the Software through a programmable interface, and (b) a license has been purchased for each developer who has or will take part in the development and/or maintenance of such Applications. (c) you are not developing, or selling any types of plug-ins or extensions for the database software FileMaker as that would be in competition to Dacons’ plug-ins for FileMaker.
You may embed the License Key in Applications that you distribute, provided that the following conditions
are met: (a) each such Application must be marked with a prominent copyright notice bearing your name as
it appears in the License Key; (b) the License Key may not be embedded in any such Application or
distributed in any other manner that makes the License Key visible to the end user; and (c) each such
Application must include the following comment in its source code within close proximity to each copy of an
embedded License Key:
“This application utilizes a licensed copy of Mailit. Mailit is Copyright (c) 1998-2008 Dacons LLP. All rights reserved. Unlicensed use of the Mailit outside of the context of this application is a violation of international copyright laws and other applicable laws.”
If you upgrade the Software to a higher-numbered version thereof or to a comparable Dacons software
product, this license is terminated and your rights shall be limited to the license associated with that product or version.
3B. TRAIL LICENSE
To facilitate an evaluation of the Licensed Software by You, Dacons may provide a temporary Trail Key that
is encoded with an embedded expiration date. The License granted in conjunction with such a Trail Key is
considered temporary, and multiple developers may use it for the sole purpose of evaluating the Licensed
Software during a specific Evaluation Trial Period. Licensed Evaluation Trial Software contains mechanisms
that inhibit its ability to function at a later date. Those are not allowed to be manipulated. It is Your
responsibility to ensure that the Applications You create do not contain Licensed Evaluation Trial Software.
3C. DEVELOPER LICENSE
The following terms and conditions contained in this section (3C) apply to You ONLY if at the time of original purchase or most recent upgrade, the License granted to You by Dacons was defined as "Single Developer
License" or "Site Developer License."
You are hereby granted a nonexclusive, royalty-free license to integrate the Licensed Software into Your
Applications and to distribute such Licensed Software in connection with Your Applications, provided that (a)
Your Applications do not in any way compete with the Licensed Software or expose the functionality of the
Licensed Software through a programmable interface; (b) each of Your Applications developed using
Licensed Software is substantially larger, more complex, and contains a significantly wider range of
functions as compared to the Licensed Software; (c) each of Your Applications developed using Licensed Software is designed for end users rather than for developers who would be able to build other software that would compete with the Licensed Software, (d) you are not developing, or selling any types of plug-ins or extensions for the database software FileMaker as that would be in competition to Dacons’ plug-ins for FileMaker and (e) You do not permit further distribution of the Licensed Software by Your end users.
You may embed the License Keys in the Applications You distribute, provided that the following conditions
are met: (a) each such Application must be marked with a prominent copyright notice bearing Your name as
declared by You during purchase of the License; (b) the License Key may not be embedded in any such
Application or distributed in any other manner that makes the License Key visible to the end user, and (c)
each such Application must include the following comment in its source code within close proximity to each
copy of an embedded License Key: “This application utilizes a licensed copy of Mailit. Mailit is Copyright (c)
1998-2008 Dacons LLP. All rights reserved. Unlicensed use of the Mailit outside of the context of this
application is a violation of international copyright laws and other applicable laws.”
For each License Key provided to You by Dacons, You are granted a nonexclusive License to provide the
Licensed Software and/or the License Key(s) to the number of Your employee-developers as indicated by
Dacons and further explained below. Should the number of developers with access to the Licensed Software
and/or the License Key(s) ever exceed the number indicated at the time of original purchase or most recent
upgrade, You agree to inform Dacons of such change and to upgrade Your License accordingly by paying an
upgrade fee to Dacons in a timely manner.
"Single Developer License" means that only one named developer employed by You may be given access to
the Licensed Software and/or the License Key(s) for the sole purpose of developing and maintaining
Your Applications. For as long as this specific individual developer is employed or engaged by You in any
capacity whatsoever, no other developer may be given access to the Licensed Software and/or the License
Key(s). Should said individual developer leave Your employ and cease any professional association with You,
a new individual developer may then take his or her place and be given access to the Licensed Software
and/or the License Key(s).
"Site Developer License" means an unlimited number of developers at one physical street address may be
given access to the Licensed Software and/or the License Key(s) for the sole purpose of developing and
maintaining Your Applications.
4. RESTRICTIONS ON USE AND TRANSFER
You may not sublicense, rent, lease, assign or otherwise transfer the Licensed Software or any of Your
rights thereto, either in whole or in part, to anyone else, except that You may, after obtaining written
permission from Dacons, permanently transfer the Licensed Software in its entirety, provided You retain no
copies of the Licensed Software and the transferee agrees to the terms and conditions of this Agreement.
Use of the Licensed Software with a License Key obtained from a source other than Dacons or its authorized
resellers is expressly and strictly forbidden. Dacons reserves the right to take any and all actions that
Dacons, in its sole discretion, deems necessary to protect against, monitor and control the use of the
Licensed Software with illegal License Keys. You agree to ensure that anyone who uses any portion of the
Licensed Software provided to You complies with the terms and conditions of this Agreement.
5. INTELLECTUAL PROPERTY RIGHTS
You acknowledge that the Licensed Software contains copyrighted material, trade secrets, trademarks and
other proprietary material of Dacons ("Confidential Information"), and is protected under international
copyright law and other applicable laws. You may not engage in any unauthorized use or disclosure of any
Confidential Information. You agree that the source code of the Licensed Software is confidential and
proprietary to Dacons. Accordingly, You may not copy the Licensed Software, or decompile, disassemble,
reverse engineer or create a derivative work based upon the Licensed Software, or authorize anyone else to
do so. You must reproduce and maintain all copyright notices that are contained in the Licensed Software
on any copy thereof that You make or use.
6. TERM AND TERMINATION
Except as otherwise provided in this Agreement, the term of the license granted herein is perpetual and
becomes effective when You install or use the Licensed Software. You may terminate this license at any
time by destroying any and all copies of the Licensed Software. This Agreement and the associated license
for the Licensed Software will terminate automatically and without provision of notice by Dacons if You fail
to comply with any of the terms or conditions of this Agreement or if You cease permanent use of the
Licensed Software, for whatever reason. Upon termination of this Agreement for any reason, You agree that
You will destroy all copies of the Licensed Software. In addition to this sentence and the previous sentence,
Sections 4, 5 and 7-12 shall survive any termination of this Agreement.
7. LIMITED WARRANTY
Dacons warrants that the Licensed Software will perform substantially in accordance with its accompanying
documentation, when operated in the execution environment specified in such documentation, for the
warranty period ending thirty (30) days following the date on which You first install or first use the Licensed Software. This limited warranty is void if failure of the Licensed Software to conform to such warranty is
caused in whole or in part by (a) any defect in any hardware or other equipment used with the Licensed
Software; (b) any failure of any hardware or any other equipment used with the Licensed Software to
function in accordance with applicable manufacturer's specifications for such items; (c) any alteration,
modification or enhancement of the Licensed Software by You or anyone other than Dacons; (d) any failure
by You or anyone else to follow Dacons instructions with respect to proper use of the Licensed Software; or
(e) improper use, abuse, accident, neglect or negligence on the part of You or anyone other than Dacons.
Dacons will not be obligated to honor the limited warranty or provide any remedy thereunder unless the
Licensed Software is returned to Dacons along with the original dated receipt. Any replacement Licensed
Software will be warranted for thirty (30) days following the date on which Dacons provides it to You. You
understand that no Licensed Software updates or upgrades are included with this limited warranty and that
Dacons may update or revise the Licensed Software at any time and, in so doing, incurs no obligation to
furnish such updates or revisions to You.
EXCEPT AS OTHERWISE SET FORTH IN THIS AGREEMENT, THE LICENSED SOFTWARE IS PROVIDED TO
YOU "AS IS", AND DACONS MAKES NO EXPRESS OR IMPLIED WARRANTIES WHATSOEVER WITH RESPECT
TO ITS FUNCTIONALITY, CONDITION, PERFORMANCE, OPERABILITY OR USE. WITHOUT LIMITING THE
FOREGOING, DACONS DISCLAIMS ALL IMPLIED WARRANTIES INCLUDING, WITHOUT LIMITATION, ANY
IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR FREEDOM
FROM INFRINGEMENT. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED
WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. THIS LIMITED WARRANTY GIVES
YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM ONE
JURISDICTION TO ANOTHER.
8. LIMITATIONS OF LIABILITY
YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY BREACH OF THE FOREGOING LIMITED WARRANTY SHALL
BE, AT DACONS OPTION, EITHER (A) REPAIR OR REPLACEMENT OF THE LICENSED SOFTWARE SO THAT
IT CONFORMS TO THE FOREGOING LIMITED WARRANTY, OR (B) REFUND OF THE FEE THAT YOU PAID TO
LICENSE THE LICENSED SOFTWARE. IN NO EVENT SHALL DACONS BE LIABLEFOR ANY DAMAGES OF ANY
TYPE, WHETHER DIRECT OR INDIRECT, CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES,
INCLUDING WITHOUT LIMITATION, LOST REVENUES, LOST PROFITS, LOSSES RESULTING FROM
BUSINESS INTERRUPTION OR LOSS OF DATA, REGARDLESS OF THE FORM OF ACTION OR LEGAL THEORY
UNDER WHICH SUCH LIABILITY MAY BE ASSERTED, EVEN IF DACONS HAS BEEN ADVISED OF THE
POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES. DACONS SHALL HAVE NO LIABILITY WITH RESPECT
TO ANY DATA THAT IS READ, ACCESSED, STORED OR PROCESSED WITH THE LICENSED SOFTWARE, OR
FOR THE COSTS OF RECOVERING ANY SUCH DATA. IN NO EVENT SHALL DACONS’ MAXIMUM AGGREGATE
LIABILITY UNDER THIS AGREEMENT EXCEED THE TOTAL FEES PAID OR PAYABLE BY YOU TO LICENSE
THE LICENSED SOFTWARE. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF
LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION
MAY NOT APPLY TO YOU.
You agree to defend, indemnify, and hold Dacons and all of its employees, agents, representatives,
directors, officers, partners, shareholders, attorneys, predecessors, successors, and assigns harmless from
and against any and all claims, proceedings, damages, injuries, liabilities, losses, costs, and expenses
(including reasonable attorneys' fees and litigation expenses), relating to or arising from Your use of the
Licensed Software, or any breach of this Agreement, except to the extent such claim relates to or arises
from a violation by Dacons of any third party copyright, trademark, trade secret or other intellectual
10. U.S. GOVERNMENT RESTRICTED RIGHTS
If You are licensing the Licensed Software on behalf of the U.S. Government or any of its agencies
("Government"), the use, duplication, reproduction, release, modification, disclosure or transfer of the
Licensed Software by the Government is subject to restricted rights in accordance with Federal Acquisition
Regulation ("FAR") 12.212 for civilian agencies and Defense Federal Acquisition Regulation Supplement
("DFARS") 227.7202 for military agencies. The Licensed Software is commercial. Use of the Licensed
Software by the Government is further restricted in accordance with the terms and conditions of this
If any provision of this Agreement is held to be invalid or unenforceable under any circumstances, its
application in any other circumstances and the remaining provisions of this Agreement shall not be affected.
No waiver of any right under this Agreement shall be effective unless given in writing by an authorized
representative of Dacons. No waiver by Dacons of any right shall be deemed to be a waiver of any other
right of Dacons arising under this Agreement. This Agreement is solely between You and Dacons and shall
not be construed to create any third party beneficiary rights in any other individual, partnership, corporation or other entity. This Agreement shall be governed by and interpreted in accordance with the laws of the
United Kingdom, without regard to its provisions governing conflicts of law. Any and all disputes between
You and Dacons pertaining to this Agreement shall be submitted to one arbitrator in binding arbitration
within ten miles of London.. The arbitrator shall be experienced in computer consulting, the development of
custom software, the sale of packaged software, or related services. Evidence and argument may be
presented in person or by telephone, fax, postal mail, electronic mail, and other methods of communication
approved by the arbitrator. The prevailing party in such proceeding shall be entitled to recover its actually
incurred costs, including reasonable attorney's fees, arbitration and court costs. All hearings shall be held
and a written arbitration award issued within one-hundred eighty (180) days of the date on which the
arbitrator is appointed. Judgment on the award shall be final and binding and may be entered in any court
of competent jurisdiction.
12 ENTIRE AGREEMENT.
YOU AGREE THAT THIS AGREEMENT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT
BETWEEN YOU AND DACONS, AND THAT IT SUPERSEDES ANY PROPOSALS OR PRIOR AGREEMENTS, ORAL
OR WRITTEN, AND ANY OTHER COMMUNICATIONS RELATING TO THE LICENSED SOFTWARE AND THE
SUBJECT MATTER HEREOF. DACONS SHALL NOT BE BOUND BY ANY PROVISION OF ANY PURCHASE
ORDER, RECEIPT, ACCEPTANCE, CONFIRMATION, CORRESPONDENCE OR OTHERWISE, OR BY ANY
AGREEMENT BETWEEN YOU AND ANY OTHER PARTY, UNLESS DACONS SPECIFICALLY AGREES TO SUCH
PROVISION IN WRITING IN A FORM OF A LEGAL CONTRACT, DATED AND SIGNED BY YOU AND BY
DACONS OFFICER OR AUTHORIZED EMPLOYEE. NO VENDOR, DISTRIBUTOR, PROVIDER, RESELLER, OEM,
SALES REPRESENTATIVE, OR OTHER PERSON IS AUTHORIZED TO MODIFY THIS AGREEMENT OR TO
MAKE ANY WARRANTY, REPRESENTATION OR PROMISE REGARDING THE LICENSED SOFTWARE WHICH IS
DIFFERENT FROM THOSE SET FORTH IN THIS AGREEMENT.