Comeau Computing Limited End User License Agreement

IMPORTANT: THIS IS THE Comeau Computing LIMITED USE END USER LICENSE AGREEMENT. THIS IS A LEGAL AGREEMENT. PLEASE READ CAREFULLY. This contains THE TERMS AND CONDITIONS for the accompanying software program (for instance "Comeau C/C++ Version X for Platform Y") and its documentation (together the "Licensed Product", in whole or in part, hereafter referred to as "Product") to be licensed to customer (hereafter referred to as "you", the Licensee, being either an individual or an entity) by Comeau Computing (Comeau Computing, 91-34 120th Street, Richmond Hill, NY 11418 USA, hereafter referred to as "Comeau"). If you agree with all the terms and conditions of this agreement then you will be bound by them; you cannot use the Product if you do not agree. If you do not agree with all the terms and conditions of this agreement, you may:
  1. Immediately remove, delete and destroy all files, of any form, pertaining to the Product, in the case of electronic shipment;
  2. Return the product with the seal UNOPENED within 30 days of receipt, in the case of physical shipment;
which makes you eligible for a full refund of the purchase price (but not including shipping and handling fees). In the case of a custom or tailored port, the above return and/or refund policy doesn't apply.

I. License

The Product is copyrighted, and all title, ownership and intellectual property rights remain those of Comeau and its suppliers. It is protected by United States copyright law and international treaty provisions.

Comeau and its suppliers shall be the sole owners of Product. You maintain no rights for distribution, reselling or providing any or all of Product, or including said in any products, whatsoever. You agree that all rights, including, without limitation, all intellectual and other proprietary rights, in and to any materials, data, or information, including all computer programs (in source code or object code) and documentation related thereto, which have been provided by Comeau to you in connection with Product are owned and shall continue to be owned by Comeau and its suppliers.

You agree further that all rights, including all intellectual and other proprietary rights, in and to any methods, processes, procedures, systems, inventions (whether patentable or not), devices, discoveries, concepts, know-how, data, databases, technology, products, software (in executable and source code), templates, documentation, specifications, compilations, designs, reports, trade-marks, and any enhancements, modifications, or additions to the foregoing or to any products owned, marketed or used by Comeau, which have been created or developed by Comeau and its suppliers in connection with Product shall be owned exclusively by Comeau and its suppliers. You agree that Comeau and its suppliers shall retain all rights in any copyrights, patents, trade secrets or know-how which they possessed prior to the effective date of this Agreement or which they develop after such date whether such development is related, or not, to the Product provided hereunder.

Upon your agreement to this Software License Agreement, or in some cases your actual usage of the Product, Comeau grants you a nonexclusive license to use the Product. The license entitles you to use the Product, comply with the terms and conditions, and make use of any benefits, as set forth in this License Agreement. In the case of a custom or tailored port, you may also have other terms, conditions and benefits set forth in addition to the ones here.

In compliance with the copyright on the Product, you may not ship or divert this Product in any country which has ratified neither the Berne Copyright Convention nor the Universal Copyright Convention.

In compliance with the copyright on the Product, you may not copy or reproduce said Product except in accordance with this license. You may not distribute copies or modified copies of Product to third parties. You may not reverse engineer the Product. You may not create derivative works of the Product. You may however copy the Product for backup purposes solely of your own use, and you may also print out one paper copy of the documentation.

Translation, adaptation or modification of the Product, or reverse compiling, reverse assembling, or any use of the Product not in a normal manner, commercial or non-commercial, is prohibited and will result in a loss of support and the benefits of using the Product as stated in this agreement will be considered given up. In such a case, this license will be terminated. Any fees or payments outstanding remain due in any such termination. All copies of the Product must be removed, deleted, destroyed and/or returned upon termination.

Active or passive receipt of the Product more than once (for instance, electronically) does not establish additional licenses, and additional copies must be removed, deleted or destroyed, and/or returned. Only copies of the Product licensed to you shall be used. Using unlicensed copies of Product on other unlicensed CPUs or transferring unlicensed Product to third parties in any manner are prohibited.

A license of Product, obtained only from Comeau and only to you, as described herein is for the sole use of ONE USER on ONE CPU. In the case of one user on a non-networked machine having a dual or quad CPU, if said user shall remain the same sole user and the machine shall remain non-networked, then the dual or quad CPU, respectively, is considered as one CPU. You may not transfer the Product to any other machine except in the following three cases: (i) when the licensed CPU becomes completely inoperative and unrepairable in which case the new CPU becomes the sole licensed CPU, or (ii) when the licensed CPU is deemed temporarily inoperative in which case transferring the Product to another machine is allowed providing the user is the same user and providing the Product is removed from the temporary CPU when the original CPU is operative, or (iii) when the Product is permanently removed from the original CPU in which case the CPU transferred to becomes the sole licensed CPU. In any other case, a separate additional license is required to be obtained from Comeau for EACH CPU and for EACH USER. The very first license is established as one user on one CPU, hence additional CPUs or additional users will require additional licenses calculated as the sum of the total MAXIMUM additional CPUs plus the total MAXIMUM additional users. Any copies are required to have copyright, trademark and proprietary notices on them. NETWORK CLIENTS may execute the Product from a licensed network server CPU, so long as the authorized number of licenses has PREVIOUSLY been obtained based upon the MAXIMUM number of users (not live concurrent users but total possible users) and CPUs.

Transfer of the Product and license is only allowed if the receiving party agrees to all the terms and conditions set forth in this agreement, and in the case of a custom or tailored port, only allowed if the receiving party also agrees to all additional terms and conditions set forth in addition to those here. Comeau must be notified before such a transfer is to occur, and Comeau must agree to it. In addition, if such a transfer occurs, you must transfer all copies to the receiving party, or remove, delete or destroy those copies not transferred. Distribution, use by non-licensees, sub-licensing, leasing, renting, or temporary transfers of any kind, in whole or in part, of the Product to any third parties are prohibited. The Product shall only be used by licensed end users on licensed CPUs.

Product shall ONLY be used with, on, and for the specific CPU family, specific Operating System (hereafter referred to as "OS"), and (i) specific C compiler(s) that you originally purchased Product for or (ii) specific C compiler(s) that Comeau has already purposely customized for use with and has offered support on the respective OS by default. You may upgrade said OS or C compiler(s) for use with Product, but they must be derived from and/or compatible with the same OEM manufacturer, compatible with the same CPU family, and also the OS or C upgrade must be backwards compatible. Otherwise this license does not grant rights to licensee to use Product, or the code it generates, with any other CPU, OS or C compiler(s) or version(s). You shall also not use Product, or the code it generates, to cross-compile, even if with the same CPU, OS and C compiler(s), except if you have purchased a tailored or custom port from Comeau, and then only under the additional conditions of that tailored or customized port. Only Comeau shall produce new, modified or additional ports of Product, or the code it generates, to additional or new versions of CPUs, OSes, and C compilers, including cross-compilers, otherwise fees, as determined by Comeau, shall be immediately due to Comeau from Licensee.

II. Limited Liability

Comeau and its suppliers shall not be liable to you or any third party for indirect, special, incidental or consequential damages of any kind resulting from the use, misuse, performance, delay in performance, or nonperformance of Product or its support. Such damages include, but are not limited to, interruption of business, lost profits or other costs, lost data, loss of the use of equipment, lost revenue, cost of capital, cost of substitute equipment, facilities, or services or down-time costs incurred from the use or misuse of the Product or support, even due to Product failure or having informed Comeau and its suppliers about a problem or issue. Comeau and its suppliers shall not be liable for any damage resulting from the functioning or malfunctioning of your computer equipment or any other items supplied or used. Some jurisdictions do not allow the exclusion or limitation of liability for incidental or consequential damages, so the above limitation might not apply to you. The total cumulative liability of Comeau or its suppliers will be limited exclusively, at Comeau's sole discretion, to Product replacement or refund of the purchase price, to the original purchaser, of any monies paid by you to Comeau for Product.

III. Limited Warranty

This Product, its functionality, and its support, is provided "AS IS" and without warranties as to performance or merchantability by Comeau and its suppliers. Comeau and its suppliers do not warrant uninterrupted or error free Product or support. The seller's salespersons may have made statements about this Product. Any such statements DO NOT constitute warranties and shall not be relied on by you in deciding whether to purchase, use or misuse this Product.

This Product is licensed without any express or implied warranties whatsoever. Because of the diversity of conditions and hardware under which this Product may be used, no warranties of fitness for a particular purpose is offered. You are advised to test the Product thoroughly before relying on it. You must assume the entire risk of using the Product. Comeau is and shall not be responsible for determining whether the Product will meet your requirements.

In cases where the Product purchase price is refunded, this license shall be terminated, except in the case where the originally shipped magnetic medium on which the shipped program is recorded on has defects in material or faulty workmanship under normal use for a period of thirty days from the receipt of Product, whereupon in this exception, the total cumulative liability of Comeau and its suppliers will be limited exclusively, at Comeau's sole discretion, to Product replacement or refund of the purchase price, to the original purchaser; where the aforementioned magnetic medium should become defective, the original purchaser may return the shipped magnetic medium to Comeau for a replacement without charge, provided you have previously sent in this License Agreement to Comeau and have sent proof of purchase of the Product to Comeau. In all cases, any other fees or payments outstanding remain due in any such termination, refund, or replacement. All copies of the Product must be removed, deleted or destroyed, and/or returned upon such termination.

IV. Non-Domestic Export and Access Concerns

This Product is licensed internationally and is bound by international law. Additionally, Comeau is bound by all present and future US laws, regulations, restrictions and policies. The US maintains lists of Embargo Goods, Deny Orders and Specially Designated Nationals containing but not limited to Country Groups D:1 or E:2 (15 C.F.R. Part 740, Supp. 1), and including Iraq, Libya, Iran, North Korea, Cuba, Sudan, Syria and the Serbs of Bosnia. You represent, warrant, agree and certify that you are not a national or resident of any such country, under any such country's control, that you are not currently located in any such country, or that the Program or its technology or products produced from it will not be transferred, exported or reexported into any such country, electronically or otherwise.

V. U.S. Government Restricted Rights

The Licensed Product is provided with RESTRICTED RIGHTS. Use, duplication, or disclosure of Product by the United States Government is subject to restrictions as set forth in FAR 52.227-19(c)(2) or subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of the Commercial Computer Software -- Restricted Rights clause at 48 CFR 52.227-19, and/or in similar or successor clauses in the FAR, or the DOD or NASA FAR Supplement, as applicable. Unpublished rights are reserved under the Copyright Laws of the United States. Contractors/manufacturers are Edison Design Group, Inc., 11 Rocky Way, West Orange, NJ 07052 and Comeau Computing, 91-34 120th Street, Richmond Hill, NY 11418.

VI. General

You agree that you have read, and that you understand, the terms and conditions of this agreement. You agree to said terms and conditions and indicate your full understanding of this agreement by either breaking the seal OR BY ACTUAL USAGE OF THE PRODUCT.

You agree that this constitutes the whole agreement between you and Comeau regardless of previous written or oral communication, unless you have a custom or tailored port, in which case you may have additional terms, conditions, uses, benefits and payments in addition to those stated here. This agreement can only be changed by written notification that must be signed by Comeau and your authorized representative.

This agreement shall be governed by the laws of the State of New York. If any term or condition of this License Agreement is unenforceable, or in the case of a custom or tailored port if any additional term and condition is unenforceable, all remaining terms and conditions remain in full force and effect.

Signed Agreement (please print clearly):
Date Purchased:
Name of Program Purchased:
Version of Program Purchased:
Serial Number:
Your Name/Title:
Company:
Address:
City/State/Zip/Country:
Telephone Number:
Fax Number:
Email path:
Your Signature: