AOL LLC

Software License Agreement for Boxely User Interface Toolkit

READ THIS AGREEMENT CAREFULLY. AOL IS WILLING TO ALLOW YOU TO USE THE SOFTWARE (DEFINED BELOW) ONLY ON THE CONDITION THAT YOU ACCEPT ALL THE TERMS OF THIS AGREEMENT.

BY DOWNLOADING OR INSTALLING OR USING THE SOFTWARE, YOU ARE AGREEING ELECTRONICALLY TO THESE TERMS AND CONDITIONS (THE "AGREEMENT"). If you do not agree with the terms and conditions of this Agreement, you must not download, install or use the Software.

1. License. This Agreement applies to the Boxely™ User Interface Toolkit Software and any updates (the "Software") and related documentation ("the Documentation") provided by AOL LLC ("AOL" or "Licensor"). Licensor grants you a personal, non-exclusive, non-transferable, non-sublicensable royalty-free license during the Term to use one copy of the Software and Documentation solely for the internal/personal development of desktop/client user interface applications ("Applications") subject to your compliance with the terms and conditions herein. This license does not entitle you to receive from Licensor and Licensor shall have no obligation whatsoever to provide hard-copy documentation, technical support, assistance, or enhancements or updates to the Software. Licensor reserves the right in its sole discretion to make changes, upgrades to, or update the Software.
2. Restrictions. Except as otherwise expressly permitted in this Agreement or in writing by AOL, you may not decompile, disassemble, reverse engineer, or otherwise attempt to derive source code for the Software, sell, distribute, rent, loan, lease or sublicense to any third party the Software or the Documentation. You may not remove or alter any proprietary notices, labels or marks on the Software or Documentation, or modify or create derivative works of the Software, or use the Software, or develop, distribute or use any Applications or components derived from the use of the Software, to or in a manner that infringes any rights, or intellectual property rights, of any third party, causes damage to or interferes with the proper functioning of, surreptitiously intercepts or expropriates, a user's computer, system, files, or data; disables copyright protection measures, provides a means to engage in conduct that reflects poorly upon, disparages or devalues AOL's reputation or goodwill, is otherwise unlawful or objectionable, or that incorporates any Publicly Available Software, in whole or in part, in a manner that may subject the Software, in whole or in part, to all or part of the license obligations of any Publicly Available Software. As used herein, the term "Publicly Available Software" means any software that contains, or is derived in any manner (in whole or in part) from, any software that is distributed as free software, open source software or similar licensing or distribution models; and that requires as a condition of use, modification or distribution that such software or other software incorporated into, derived from or distributed with such software: (a) be disclosed or distributed in source code form; (b) be licensed for the purpose of making derivative works; or (c) be redistributable at no charge. You agree to abide by the intellectual property laws, and all other applicable laws, in your use of the Software and Documentation. Subject to the forgoing restrictions, you may use and redistribute an Application developed by you, and as part of and imbedded in such Application those runtime components included with this Software, which have been designated and labeled as redistributable, solely to enable such Application, and you may use and redistribute box and script files created by you with the Software.
3. Proprietary Rights The Software and Documentation are licensed to you, not sold. Licensor retains all right, title and interest in the Software and the Documentation and all copies of the Software and Documentation, regardless of the form or media in or on which the original and other copies may exist. Except as stated above, this Agreement does not grant you any rights to patents, copyrights, trade secrets, trademarks or any other rights with respect to the Software or Documentation. Notwithstanding the forgoing, you will own all right, title and interest in and to any Applications developed by you, except for any libraries, data or code included in the Applications that are also included in the Software.
4. Injunctive Relief It is understood and agreed that, notwithstanding any other provisions of this Agreement, your breach of the provisions of this Agreement will cause Licensor irreparable damage for which recovery of money damages would be inadequate and that Licensor may therefore seek timely injunctive relief to protect Licensor's rights under this Agreement in addition to any and all remedies at law.
5. Term. The license granted herein is effective until terminated. The license will terminate immediately if you decide no longer to use the Software, if you fail to comply with any term of this Agreement, or upon notice from AOL, in its sole discretion, to terminate this Agreement. Upon any such termination, you must destroy the original and all copies of the Software and Documentation.
6. Indemnification. You agree to defend and hold harmless Licensor from and against all claims, liabilities, damages, costs and expenses, including reasonable attorney's fees, related to or arising from your use of the Software and Documentation, your Application, or breach of any of the provisions of this Agreement, including claims that your breach or use violates any third party right or applicable law.
7. No Warranty. The Software and Documentation is provided "AS IS" AND "WITH ALL FAULTS." LICENSOR MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE SOFTWARE, EITHER EXPRESS OR IMPLIED, AND SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTY OF MERCHANTABILITY, ACCURACY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. LICENSOR DOES NOT WARRANT THE PERFORMANCE OR RESULTS YOU WILL OBTAIN BY USING THE SOFTWARE OR THAT USE OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE. SOME STATES DO NOT ALLOW EXCLUSIONS OF AN IMPLIED WARRANTY, SO THIS DISCLAIMER MAY NOT APPLY TO YOU AND YOU MAY HAVE OTHER LEGAL RIGHTS THAT VARY FROM STATE TO STATE OR BY JURISDICTION.
8. Limitation of Liability. IN NO EVENT, WHETHER UNDER CONTRACT, TORT OR OTHERWISE, WILL LICENSOR, ITS OFFICERS, DIRECTORS, AFFILIATES, EMPLOYEES AND AGENTS BE LIABLE TO YOU FOR ANY DAMAGES, WHETHER INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL OR EXEMPLARY, INCLUDING WITHOUT LIMITATION DAMAGES FOR ANY LOST PROFITS, WORK STOPPAGE, OR ANY OTHER COMMERCIAL LOSSES, ARISING FROM THE USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
9. Representations. You represent and warrant that you have adequate legal capacity to enter into this Agreement, that you will use the Software and Documentation only for lawful purposes and that you will not violate the terms of this Agreement.
10. Suggestions. You agree that Licensor may use in any manner, without limitation and for no compensation, all comments, suggestions, complaints and other feedback you provide relating to the Software.
11. Import/Export Control. The Software is subject to export and import laws, regulations, rules and orders of the United States and foreign nations. You must comply with these laws that apply to the Software. You may not directly or indirectly export, re-export, transfer, or release the Software, any other commodities, software or technology received from us, or any direct product thereof, for any proscribed end-use, or to any proscribed country, entity or person (wherever located), without proper authorization from the U.S. and/or foreign government.
12. High Risk Activities. The Software is not fault-tolerant and is not designed, manufactured or intended for use in environments in which its failure could lead directly to death, personal injury, or severe physical or environmental damage, such as in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, direct life support machines, or weapons systems ("High Risk Activities"). ACCORDINGLY, LICENSOR AND ITS SUPPLIERS SPECIFICALLY DISCLAIM ANY EXPRESS OR IMPLIED WARRANTY OF FITNESS FOR HIGH RISK ACTIVITIES. YOU AGREE THAT LICENSOR WILL NOT BE LIABLE FOR ANY CLAIMS OR DAMAGES ARISING FROM THE USE OF THE SOFTWARE IN SUCH APPLICATIONS.
13. U.S. Government End Users. The Software is a "commercial item," as that term is defined in 48 C.F.R. 2.101, consisting of "commercial computer software" and "commercial computer software documentation," as such terms are used in 48 C.F.R. 12.212 (Sept. 1995) and 48 C.F.R. 227.7202 (June 1995). Consistent with 48 C.F.R. 12.212, 48 C.F.R. 27.405(b) (2) (June 1998) and 48 C.F.R. 227.7202, all U.S. Government End Users acquire the Software with only those rights as described in this License.
14. Choice of Law and Jurisdiction. This agreement shall be governed by the laws of the State of Virginia, excluding the application of its conflicts of law rules, and the laws of the United States, and you agree that jurisdiction for any claim or dispute arising under this Agreement resides exclusively in the federal and state courts of the Commonwealth of Virginia and you consent to the personal jurisdiction thereof. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.
15. Integration. You acknowledge that you have read this Agreement, understand it and that it is the complete and exclusive statement of your agreement with Licensor which supersedes any prior agreement, oral or written, between Licensor and you with respect to the Software and Documentation. This Agreement may only be amended by a written agreement signed by both parties.
16. Severability. If any provision of this Agreement is held invalid, the remainder of this Agreement shall continue in full force and effect.
17. Changes to the Agreement. We may modify this Agreement at any time. The Agreement is available to you at http://dev.aol.com/boxely_license_agreement . If you disagree with any changes to this Agreement, you must discontinue your use of the Applications and all rights and licenses granted to you with such Applications are immediately terminated. Your ongoing use of any Application after the changes take effect signifies your agreement to the new terms.
18. Survival. Paragraphs 3, and 6 through 19 survive termination of this Agreement.
19. Use Outside the United States. If you are using the Software outside the U.S., then the provisions of this Section shall apply: (i) Les parties aux présentés confirment leur volonté que cette convention de même que tous les documents y compris tout avis qui s'y rattaché, soient redigés en langue anglaise. (translation: "The parties confirm that this Agreement and all related documentation is and will be in the English language."); (ii) you are responsible for complying with any local laws in your jurisdiction which might impact your right to import, export or use the Software, and you represent that you have complied with any regulations or registration procedures required by applicable law to make this license enforceable; and (iii) if the laws applicable to your use of the Software would prohibit the enforceability of this Agreement, or impose any additional burdens on Licensor, or confer any rights to you that are materially different from the terms and conditions of this Agreement, then you are not authorized to use the Software and you agree to remove it from your computer.