@diez/cli-core/assets/diez-activate-license.txt

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DIEZ ENTERPRISE EDITION
Trial License Agreement

Haiku Systems Inc.

PLEASE SCROLL DOWN AND READ ALL OF THE FOLLOWING TERMS CAREFULLY. THIS IS A LEGAL AGREEMENT (“AGREEMENT”) BETWEEN YOU (THE “USER”) AND HAIKU SYSTEMS INC. (“HAIKU”) STATING THE TERMS AND CONDITIONS THAT GOVERN YOUR USE OF THE DIEZ ENTERPRISE EDITION TRIAL. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “USER”, “YOU” AND “YOUR” SHALL REFER TO SUCH ENTITY. BY SELECTING “I ACCEPT” OR BY USING THE DIEZ ENTERPRISE EDITION TRIAL, YOU ARE AGREEING TO ALL OF THE TERMS AND CONDITIONS STATED HEREIN. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT SELECT “I ACCEPT,” AND DO NOT USE THE DIEZ ENTERPRISE EDITION TRIAL.

1. Definitions.

“Design Language Documentation ” means the customizable and self-hostable design language documents produced as static web pages by the User using Diez Enterprise Edition but excluding any Software.

“Documentation” means any manuals, documentation and other supporting materials related to the Software that are provided to User.

“Effective Date” is the date that the User clicks “I Accept” to the terms and conditions of this Agreement.

“Software” means the object code and source code version of the Diez Enterprise Edition and any applicable Documentation, in each case to the extent provided hereunder.

2. License.

(a) Grant of License.
Haiku grants User a a limited, royalty-free, non-exclusive, non-transferable, revocable license to install, execute, and use the Software (without any right to sublicense), during the Term, solely for User’s evaluation or internal business purposes, subject to all terms and conditions set forth in this Agreement. Any continuation of the license after the end of such Term will be on terms and conditions to be agreed by Haiku and User, at their respective options and discretion.

(b) License Restrictions.
User shall not, and shall not permit any third party to: (i) use the Software except to the extent permitted in Section 3(a); (ii) modify or create any derivative work of any part of the Software, or merge the Software with other software; (iii) permit any parent, subsidiaries, affiliated entities or third parties to use the Software; (iv) market, sell, license, sublicense, distribute, publish, display, reproduce, rent, lease, loan, assign or otherwise transfer to a third party the Software or any copy thereof, in whole or in part; (v) use the Software for third-party training, commercial time-sharing or service bureau use; (vi) disassemble, decompile, bypass any code obfuscation, or otherwise reverse engineer the Software or attempt to derive any of its source code, in whole or in part, except to the extent such activities are expressly permitted by law notwithstanding this prohibition; (vii) modify, obscure, or delete any proprietary rights notices included in or on the Software or any related Documentation; (viii) otherwise use or copy the Software in manner not expressly permitted by this Agreement; (ix) use the Software for any non-evaluative or production purpose; or (x) use the Software beyond the Term.

(c) Third Party Code.
The Software may contain or be provided with components which are licensed from third parties ("Third Party Code"), including components subject to the terms and conditions of "open source" software licenses ("Open Source Software"). Open Source Software may be identified in the Documentation. To the extent required by the license that accompanies the Open Source Software, the terms of such license will apply in lieu of the terms of this Agreement with respect to such Open Source Software, including, without limitation, any provisions governing access to source code, modification or reverse engineering.

(d) Term of License.
The license granted by this Agreement shall expire thirty (30) days following the Effective Date, unless earlier terminated by either party.

(e) Termination.
User may terminate the license granted by this Agreement by providing written notice to Haiku stating the effective date of the termination. Haiku may terminate the license granted by this Agreement at any time by providing five (5) business days’ prior written notice to User stating the effective date of the termination.

(f) Effects of Termination.
Upon termination or expiration of this Agreement, User may no longer use the Software, and any license granted to User under this Agreement will terminate as of the date of termination or expiration of this Agreement. Upon termination or expiration of this Agreement, User may retain all copies of the Design Language Documentation and owns all such right, title, and interest to such Design Language Documentation, provided however, that any aspects of the Software or other resource code proprietary to Haiku embedded within the Design Language Documentation shall be owned by Haiku, subject to the use and license restrictions herein.

(g) Deletion of Software.
As soon as practicable following any termination or expiration of this Agreement (and in no event more than ten (10) business days thereafter), User agrees to delete all copies of the Software from all computer systems under User’s control, provided that User may retain the Design Langue Documentation. Upon request by Haiku, User will certify in writing to User’s compliance with this Section 3(g). If the User has entered into a separate, commercial license agreement with Haiku, User does not need to delete that Software which is covered by such commercial license agreement upon termination or expiration of this Agreement provided that any ongoing use of the Software will be subject to the terms and conditions of such commercial license agreement.

(h) Survival of Terms.
The provisions of Sections 2(b), 2(c), 2(f), 2(g), 2(h), 4, 6, 7, 8, 9, 10 and 11 will survive any termination or expiration of this Agreement.

3. User’s Obligations.
User agrees at User’s sole discretion to provide Haiku with periodic data and reports reasonably requested by Haiku, including but not limited to (i) a description of the results of User’s use and evaluation of the Software, including any defects found in the Software and any information necessary for Haiku to evaluate such defects, (ii) any recommendations by User for changes or modifications to the Software, and (iii) the User’s name and email address.

4. Right of Haiku to Use User’s Evaluation and Data. 
User agrees that Haiku shall have the right to use, in any manner and for any purpose, any information gained as a result of User’s use and evaluation of the Software. Such information shall include but not be limited to changes, modifications, corrections and improvements to the Software made by Haiku at User’s suggestion. Haiku shall have the right to use, at its sole discretion, all such information, including (but not limited to) use by incorporation of such information into computer programs and documentation for assignment, license, or other transfer to third parties, without any duty to account to User.

5. No Obligation to Support Software.
Haiku shall have no obligation to correct any bugs, defects or errors in the Software or to otherwise support or maintain the Software.

6. Ownership of Software.
User agrees that Haiku owns all rights, title and interest, including but not limited to copyright, patent, trade secret, and all other intellectual property rights, in the Software and any changes, modifications or corrections to the Software, and derivative works thereof. Haiku reserves all rights in and to the Software that Haiku does not expressly grant User in this Agreement. If User is ever held or deemed to be the owner of any copyright or other intellectual property rights in the Software or any changes, modifications or corrections to the Software made by Haiku, then User hereby irrevocably assigns to Haiku all such rights, title and interest and agrees to execute all documents necessary to implement and confirm the letter and intent of this Section. If User provides Haiku with any suggestions, ideas, feedback, error identifications or other information related to the Software or User’s use and evaluation of the Software (“Feedback”), User hereby assigns to Haiku all right, title and interest in and to all Feedback, including all intellectual property rights therein, and agrees to assist Haiku in perfecting such rights and obtaining assignments of such rights from all individuals involved in generating the Feedback. User owns all right, title and interest to the Design Language Documentation, except for any Software embedded within or associated with the Design Language Documentation.

7. Confidentiality.
User acknowledges that the Software contains valuable trade secrets and confidential information owned by Haiku, including but not limited to the Software’s source code, including the development status of the Software, the functionality of the non-public concept Software, the appearance, content and flow of the Software’s user interface, and the content of the Software’s documentation. During the period this Agreement is in effect and at all times after its termination or expiration, User shall maintain the confidentiality of this information (and all other confidential or proprietary information of Haiku provided to User), including information related to User’s evaluation and characterization of the Software (including Feedback), and shall not sell, license, sublicense, publish, display, distribute, disclose or otherwise make available this information to any third party nor use such information except as expressly authorized by this Agreement. User agrees that it shall take all reasonable measures to protect the secrecy of and avoid disclosure or use of Haiku’s confidential information in order to prevent it from falling into the public domain or the possession of persons other than those persons authorized under this Agreement to have any such information. Such measures shall include, but not be limited to, the highest degree of care that User utilizes to protect its own confidential information of a similar nature, which shall be no less than reasonable care. User shall only disclose confidential information of Haiku to its employees on a need to know basis and only if such employees have executed written agreements restricting use or disclosure of confidential information that are at least as restrictive as User’s obligations under this Section 8. If User is a business entity, User shall not disclose any such information concerning the Software to persons not an employee of User without Haiku’s prior written consent. User agrees that it will take appropriate action by instruction, agreement or otherwise with User’s employees to satisfy its obligations under this Agreement with respect to use, protection and security of Haiku’s confidential information. User agrees to immediately notify Haiku of the unauthorized disclosure or use of the Software or any confidential information of Haiku and to assist Haiku in remedying such unauthorized use or disclosure. It is further understood and agreed that money damages would not be a sufficient remedy for any breach of User’s obligations under this Section 8 by User, its employees or agents. In the event of any such breach or threat thereof, Haiku shall be entitled to seek equitable relief without the necessity of proving actual damages or posting any bond, in addition to any other rights or remedies provided by law.

8. Warranties and Limitations.

(a) Warranties By Each Party.
Each party represents and warrants to the other party that:

(i) such party has full corporate or individual right, power and authority to enter into this Agreement and to perform the acts required of it hereunder;

(ii) the execution of this Agreement by such party, and the performance by such party of its obligations and duties hereunder do not and will not violate any agreement to which such party is a party or by which it is otherwise bound;

(iii) when executed and delivered by such party, this Agreement will constitute the legal, valid and binding obligation of such party, enforceable against such party in accordance with its terms; and

(iv) such party acknowledges that the other party makes no representations, warranties, or agreements related to the subject matter of this Agreement that are not expressly provided for in this Agreement.

(b) Acknowledgment by User; Disclaimer of Other Warranties. User and Haiku agree that the Software is provided “AS IS” and that Haiku makes no warranty as to the Software. User acknowledges and agrees that: (i) the Software is not an official product that has been commercially released for sale by Haiku; (ii) the Software may not be in final form and may contain errors, design flaws or other problems; (iii) the Software is not expected to function fully or adequately upon installation, and it is expected and anticipated that further testing, modification and development will be necessary to make the Software functional; (iv) it may not be possible to make the Software functional; (v) use of the Software may result in unexpected results, loss of data, project delays or other unpredictable damage or loss to User; and (vi) Haiku is under no obligation to release and/or offer for sale the commercial versions of the Software, and Haiku has the right to unilaterally abandon development of the Software at any time and without any obligation or liability to User. HAIKU DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT AND THOSE ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE RELATED TO THE SOFTWARE, ITS USE OR ANY INABILITY TO USE IT, THE RESULTS OF ITS USE AND THIS AGREEMENT.

9. Limitation of Liability. 
IN NO EVENT SHALL HAIKU BE LIABLE FOR ANY DAMAGES, WHETHER IN CONTRACT OR TORT (INCLUDING NEGLIGENCE), INCLUDING BUT NOT LIMITED TO DIRECT, CONSEQUENTIAL, SPECIAL, EXEMPLARY, INCIDENTAL AND INDIRECT DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE, THE RESULTS OF USE, OR THE INABILITY TO USE THE SOFTWARE, EVEN IF HAIKU HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, HAIKU WILL NOT BE LIABLE FOR ANY LOST PROFITS, LOSS OF DATA, OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES OR FOR ANY CLAIM OR DEMAND AGAINST USER BY ANY OTHER PARTY. USER AGREES THAT IT SHALL HAVE THE SOLE RESPONSIBILITY FOR PROTECTING ITS DATA, BY PERIODIC BACKUP OR OTHERWISE, USED IN CONNECTION WITH THE SOFTWARE.

10. No Assignment.
User shall not assign or otherwise transfer this Agreement or any rights or obligations hereunder, in whole or in part, whether by operation of law or otherwise, without Haiku’s prior written consent. Any purported transfer, assignment or delegation without such prior written consent will be null and void and of no force or effect. Haiku shall have the right to assign this Agreement to any successor to its business or assets to which this Agreement relates, whether by merger, sale of assets, sale of stock, reorganization or otherwise. keep assignment

11. Other Provisions.

(a) Amendments and Waivers. Any term of this Agreement may be amended or waived only with the written consent of the parties, which may be by email. Any amendment or waiver effected in accordance with this Section 12(a) shall be binding upon the parties and their respective successors and assigns.

(b) Successors and Assigns. Subject to the provisions of Section 11, the terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective permitted successors and assigns of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

(c) Governing Law. This Agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of California, without giving effect to principles of conflicts of law. The parties hereby agree that all disputes arising out of this Agreement shall be subject to the exclusive jurisdiction of and venue in the federal and state courts within Santa Clara County, California. User hereby consents to the personal and exclusive jurisdiction and venue of these courts.

(d) Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

(e) Notices. All notices permitted or required under this Agreement shall be in writing and shall be delivered in person or mailed by first class, registered or certified mail, postage prepaid, or by any nationally reputable overnight courier able to provide a receipt of delivery, to the address of the party specified in this Agreement or such other address as either party may specify in writing. Such notice shall be deemed to have been given upon receipt.

(f) U.S. Government Restricted Rights. If the Software is being licensed by the U.S. Government, the Software is commercial computer software and documentation developed exclusively at private expense, and (a) if acquired by or on behalf of a civilian agency, shall be subject to the terms of this computer software license as specified in 48 C.F.R. 12.212 of the Federal Acquisition Regulations and its successors; and (b) if acquired by or on behalf of units of the Department of Defense (“DOD”) shall be subject to the terms of this commercial computer software license as specified in 48 C.F.R. 227.7202-2, DOD FAR Supplement and its successors. (g) Export Law Assurances. User understands that the Software is subject to export control laws and regulations. USER MAY NOT DOWNLOAD OR OTHERWISE EXPORT OR RE-EXPORT THE SOFTWARE OR ANY UNDERLYING INFORMATION OR TECHNOLOGY EXCEPT IN FULL COMPLIANCE WITH ALL UNITED STATES AND OTHER APPLICABLE LAWS AND REGULATIONS, IN PARTICULAR, BUT WITHOUT LIMITATION, UNITED STATES EXPORT CONTROL LAWS. NONE OF THE SOFTWARE OR ANY UNDERLYING INFORMATION OR TECHNOLOGY MAY BE DOWNLOADED OR OTHERWISE EXPORTED OR RE- EXPORTED: (i) INTO (OR TO A NATIONAL OR RESIDENT OF) ANY COUNTRY TO WHICH THE UNITED STATES HAS EMBARGOED GOODS; OR (ii) TO ANYONE ON THE U.S. TREASURY DEPARTMENT’S LIST OF SPECIALLY DESIGNATED NATIONALS OR THE U.S. COMMERCE DEPARTMENT’S LIST OF PROHIBITED COUNTRIES OR DEBARRED OR DENIED PERSONS OR ENTITIES. USER HEREBY AGREES TO THE FOREGOING AND REPRESENTS AND WARRANTS THAT USER IS NOT LOCATED IN, UNDER CONTROL OF, OR A NATIONAL OR RESIDENT OF ANY SUCH COUNTRY OR ON ANY SUCH LIST.

(h) Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, the parties agree to renegotiate such provision in good faith, in order to maintain the economic position enjoyed by each party as close as possible to that under the provision rendered unenforceable. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (i) such provision shall be excluded from this Agreement, (ii) the balance of the Agreement shall be interpreted as if such provision were so excluded and (iii) the balance of the Agreement shall be enforceable in accordance with its terms.

(i) Entire Agreement. This Agreement is the product of both of the parties hereto, and constitutes the entire agreement between such parties pertaining to the subject matter hereof, and merges all prior negotiations and drafts of the parties with regard to the transactions contemplated herein. Any and all other written or oral agreements existing between the parties hereto regarding such transactions are expressly canceled.

(j) Independent Contractor. Neither party shall, for any purpose, be deemed to be an agent of the other party and the relationship between the parties shall only be that of independent contractors. Neither party shall have any right or authority to assume or create any obligations or to make any representations or warranties on behalf of any other party, whether express or implied, or to bind the other party in any respect whatsoever.

(k) Advice of Legal Counsel. Each party acknowledges and represents that, in executing this Agreement, it has had the opportunity to seek advice as to its legal rights from legal counsel and that the person signing on its behalf has read and understood all of the terms and provisions of this Agreement. This Agreement shall not be construed against any party by reason of the drafting or preparation thereof.

(l) Costs. If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney’s fees, costs and necessary disbursements in addition to any other relief to which such party may be entitled.

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