EULA

COMMERCIAL LIVECODE LICENSE AGREEMENT AND WARRANTY DISCLAIMER

Commercial License for LiveCode for FM software and all associated files, including installer archives, FileMaker solutions and all related documentation (“LiveCode Software”)

IMPORTANT — READ CAREFULLY: By using the LiveCode Software you expressly agree to be and are hereby bound by the terms of this License Agreement (“Agreement”). If you do not accept the terms of this Agreement you must not use the LiveCode Software; and you must immediately destroy all copies of the LiveCode Software.

1. GRANT OF LICENSE:

a) LiveCode Ltd (“LiveCode”) hereby grant you a non-exclusive non-transferable license to use the LiveCode Software subject to the terms set out in this Agreement:

b) Upon purchase of a license or upon joining an authorised test program for the LiveCode Software your account will be updated to include your new License and you may use your user name and password to license the LiveCode Software (“Licensing Key”), which will install the Licensing Key, causing the LiveCode software to become fully functional (“Licensed Edition”). If you purchased a license or joined a test program through a third party, you will be required to visit a designated website to register your purchase and supply LiveCode with additional, required contact information. After all required information is received by LiveCode, LiveCode will transmit a final Licensing Key.

c) In the event you have purchased a license, the Licensed Edition may be used exclusively up to the maximum number of users specified in the license you purchased. If you have purchased a named user license then these users must be individual named users. If you have purchased a concurrent or non-named user license then the number of users is defined as the number of users using the software at any one time. If you have purchased multiple users for the software, you must nominate a single individual as a contact (“License Contact”). You must not permit any other person to access the Licensing Key or username and password used to unlock the Licensed Edition, in contravention of these terms.

d) In the event you have joined a test program, the test LiveCode Software may not be used to deploy to end users for any purpose other than testing.

e) The LiveCode software uses a licensing server to track usage of offline, named or concurrent users. This data is used to ensure that usage of the app is in compliance with the type of license and number of users you have purchased. The data is held in accordance with our privacy policy, which may be found on our website. You will not attempt to disable or circumvent this process.

f) If your usage of the LiveCode software is not compliant with the type of license or user pack you have purchased, LiveCode Ltd reserves the right to remove your access to the licensed software and to disable any end user software built using it.

g) The LiveCode Software uses tracking from Google Analytics to track user actions during the build process of your software. This tracking is anonymised and is used to improve the LiveCode Software in future versions.

h) If the Licensed Edition has been purchased on a subscription basis it may only be used while your subscription is current. During the subscription term we will provide updates to the Licensed Edition free of charge. At the end of the term access to the Licensed Edition will cease unless you renew your subscription. If the Licensed Edition has been purchased on a perpetual license basis then the version(s) for which you purchased a perpetual license may continue to be used past the end of any subscription term.

If you have joined a test program, the test LiveCode Software may be terminated or updated at any time during the test process and at the end of the test process all LiveCode Software involved in the test program will be deactivated, including any apps built using the test version of the LCFM Native compiler.

i) LiveCode Ltd will provide basic technical support via electronic conveyance, to the Licensed User in the case of a single user license, or the Licensed Contact in the case of multiple users for 90 days from date of purchase, relating to installation of the product only unless additional support has been purchased or you have been otherwise advised as part of your license purchase on our website.

j) With the exception of an outright sale and complete transfer of all rights under this agreement (which includes the transfer and acceptance of all the terms of this agreement in full), you may not resell, rent, lease or otherwise transfer rights to the LiveCode Software, for any financial gain or otherwise, or remove any proprietary notices or labels on the LiveCode Software.

k) The LiveCode Software or Created Software is subject to United Kingdom export laws as well as the laws of the country where it is delivered or used. You agree to abide by these laws. Under these laws, the Software may not be sold, leased or transferred to embargoed countries, other restricted countries, restricted end-users, or for restricted end-uses. You specifically agree that the Software will not be used for activities relating to weapons of mass destruction, including but not limited to, activities relating to the design, development, production or use of nuclear materials, nuclear facilities, or nuclear weapons, missiles or in support of missile projects, or chemical or biological weapons. You understand that certain functionality of the Software, such as encryption or authentication, may be subject to import or export restrictions in the event that you transfer the Software from the country of delivery and you are responsible for complying with the applicable restrictions.

2. DISTRIBUTION OF CREATED WORK

a) The LiveCode Software allows users to create powerful and useful software for others. You may use the Licensed Edition to create standalone executable apps (“Apps”) for your own use or to give to others (“Created Software”) subject to the following conditions.

b) Copyright notices, as defined in Appendix A, must appear wherever any other copyright or trademark notice appears in any Created Software distributed as a plugin executable, its documentation, advertising, and other product-related literature.

c) Files included with the LiveCode Software are subject to special restrictions. These include any files that have been compiled as executables, compiled as static or dynamic libraries, compiled as object files, password protected stacks, the installer archive and any Read Me (“Restricted Files”). You may not modify, translate, reverse engineer, decompile, disassemble or create derivative works based upon these Restricted Files. Using any of the Restricted Files with an edition of LiveCode other than the one it was distributed in is also prohibited.

3. NO COMPETITION

a) You will not user the Licensed Edition to release Created Software or engage in activity using the Licensed Edition, that is directly damaging to our business. Such damage may result from any activity that reduces, or negates, the requirement for other users of any edition of LiveCode, to purchase a Licensed Edition in order to enjoy the same benefits that you enjoy under this agreement.

b) You may not invent, contrive or enter into any form of business that utilizes your Licensed Edition to reduce or eliminate the need for any other entity to purchase a Licensed Edition. Selling licenses is the core of our business and you accept that your use of the Created Software will not be used, intentionally or otherwise, to undermine that business.

c) In the event that either you or LiveCode Ltd determines that your software, or a service you provide, is in violation of any of the clauses above, you must withdraw the Created Software or service immediately. It is agreed that engaging in such competition with the LiveCode product could cause irreparable harm and injury and LiveCode Ltd will be entitled, in addition to any other rights and remedies it may have at law or in equity, to an interdict, injunction or other similar relief enjoining or restraining you from doing or continuing to distribute such Created Software or provide such competing service.

4. TITLE

a) Title, ownership, rights, and intellectual property rights in and to the LiveCode Software and all related documentation shall remain with LiveCode Ltd. The LiveCode Software is protected by the copyright laws of the United Kingdom and international copyright treaties. For the purposes of this license “intellectual property rights” means any and all patents, copyright, registered or unregistered design rights, trade marks, trade names, know-how, database rights or other intellectual property rights.

5. DISCLAIMER OF WARRANTY

a) THE TOTAL LIABILITY WHICH LIVECODE LTD OWES TO YOU IN RESPECT OF BREACH OF CONTRACT, NEGLIGENCE OR OTHERWISE SHALL, OTHER THAN IN CIRCUMSTANCES IN WHICH SUCH ACTS RESULT IN DEATH OR PERSONAL INJURY IN WHICH CASE LIABILITY SHALL BE UNLIMITED, BE LIMITED TO THE SUM OF £1000 IN RESPECT OF ANY ONE CLAIM OR AGGREGATE OF CLAIMS ARISING IN ANY TWELVE MONTH PERIOD;

b) THE SOFTWARE AND DOCUMENTATION ARE PROVIDED AS IS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LIVECODE LTD FURTHER DISCLAIMS ALL WARRANTIES, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF ANY THIRD PARTY INTELLECTUAL PROPERTY RIGHTS;

c) THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE SOFTWARE AND DOCUMENTATION REMAINS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL LIVECODE LTD BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, DIRECT, INDIRECT, SPECIAL, PUNITIVE, OR OTHER DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS) ARISING OUT OF THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THE PRODUCT, EVEN IF LIVECODE LTD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES;

6. TERMINATION

a) This license shall terminate automatically if you fail to comply with the limitations described in this Agreement. No notice shall be required from LiveCode Ltd to effectuate such termination. On termination you must destroy all copies of the LiveCode Software including the installer archive and any copies of it therewith. However, such termination does not prejudice the right of LiveCode Ltd to obtain injunctive, equitable or any other relief in the event of such a breach.

7. GOVERNING LAW

a) This License shall be governed by the laws of Scotland, UK. and in the event of any dispute the parties agree to submit to the non-exclusive jurisdiction of the Scottish courts. LiveCode Ltd may at its sole and exclusive discretion, bring action in any competent jurisdiction worldwide.

8. ENTIRE AGREEMENT

a) This License constitutes the entire agreement between LiveCode Ltd and you with respect to the subject matter hereof and with the exception of any fraudulent or negligent misrepresentations supersedes all prior oral or written understandings, communications or agreements not specifically incorporated herein. The only exception to this is any explicit terms you may have agreed to before downloading the package from our web site, or any other supplementary terms made clear by us prior to your agreeing to this agreement. Any such terms will form part of this agreement. This License may not be modified except in a written document duly signed by an authorized representative of LiveCode Ltd and you.

APPENDIX A – Required Copyright Notice

You must include the following copyright notice where other such notices appear. In the event that such other notices do not appear in the Created Software, this notice must be placed in a reasonable location.

In common with many other platforms the LiveCode Software uses open source software to deliver some functionality. You should also include the file “Open Source Licenses.txt” within any created software, available on our web site. This may be included within your About screen, as a file within the folder structure of a desktop app or in another accessible location.

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