OpenUI License
Last updated: Mon 02 Sep 15:05 CDT 2002
BY DOWNLOADING AND/OR IMPLEMENTING THIS SOFTWARE YOU AGREE TO THE FOLLOWING LICENSE:
Definitions:
(i) "Miva Script" refers to a proprietary server side scripting language software implemented in
a variety of Miva Corporation products and developed and distributed by Miva Corporation, a
California, USA Corporation.
(ii) "Miva Merchant" is the application which allows for the creation, use, maintenance and
modification of electronic catalogs written for commercial and non-commercial internet use,
which requires the use of Miva Script.
(iii) "OpenUI" (hereinafter "Product") is the application and source code which accompanies this
License, and which allows for the creation, use, maintenance and modification of electronic
catalogs written for commercial and non-commercial internet use, which requires the use of
Miva Script and/or Miva Merchant.
(iv) "You" and "Developer" refers to the person, entity or organization which is using the software
and source code known as "Product", and any successor or assignee of same.
(v) "Darren Ehlers, dba OpenUI Developer Consortium" (hereinafter "Owner") is the sole owner of the
Product which allows for the creation, use, maintenance and modification of electronic catalogs
written for commercial and non-commercial internet use, which also requires the use of Miva
Script and/or Miva Merchant.
(vi) "Internet Domain" is a symbolic name assigned by a valid Internet Naming Authority such as the
service managed by Network Solutions.
(vii) "Storefront" is a collection of products, also referred to as a "Store" and a "Catalog" in the
Miva Merchant software.
1. This license is for the downloading, acquisition and use of Product. By downloading, acquiring and
using Product, YOU expressly agree to abide by this License.
2. This license is between Developer and Owner. Developer acknowledges that Owner is and has granted
this license in reliance upon representations made by Developer and Developer warranties the
truthfulness and accuracy of such representations. Any breach of this warranty of truthfulness and
accuracy shall constitute a breach of this License. Owner has the sole and unqualified right to
refuse to license any person or entity for any reason, except for reasons which are specifically
prohibited by state and national laws and statutes.
3. Developer is granted a non-exclusive license to use Product in conjunction with one Storefront on
one Internet Domain (based upon License purchased). License to use Product with more than one
Storefront and/or more then one Internet Domain must be separately purchased from Owner and is
specifically not granted in this License.
4. Developer agrees to validate that the computer system running Product is using a licensed version of
Miva Merchant.
5. Product contains valuable proprietary rights of Owner. There is no transfer to Developer of any title
to or ownership of Product or any copyright, trade name, trade secret, source code, or other
proprietary rights relating to Product, regardless of the form that Product exists in. Developer may
not violate these rights, and Developer must take all appropriate steps to protect Owner's rights.
Owner may at any time replace, modify, alter, improve, enhance, or change Product without prior
notice.
6. Developer may not convert Product to a different computer language, either manually, or using an
automated conversion tool, such that Product or any modification thereof will run under any
language, software, or program other than or independent of, Miva Merchant and/or Miva Script.
7. Developer may not reverse-engineer, decompile, or disassemble the Product, except and only to the
extent that such activity is expressly permitted by applicable law notwithstanding this limitation.
8. Developer may sell, trade, give away, or otherwise transfer (hereinafter collectively "transfer")
one copy of the Product, for each license purchased by Developer or by a customer of Developer, if
Developer complies with the following:
(i) Developer does not convert Product to a different computer language, either manually, or using
an automated conversion tool, such that Product or any modification thereof will run under
any language, software, or program other than or independent of, Miva Merchant and/or Miva
Script.
(ii) Developer has not previously transferred a copy of Product for the License purchased by
Developer.
(iii) Developer must have a written contract or agreement between Developer and the transferree that
contains the following language: "The use of this software is restricted as set forth in a
License and Operating Agreement between [name of Developer] and Owner, a copy of which is
attached hereto as an Exhibit. [name of Transferree] has read such License, and agrees to
not violate any provisions of such License. [name of Developer] and [name of Transferree]
agree that Owner is a third party beneficiary to [name of Developer] to the extent necessary
for Owner to obtain the benefit of its bargain as set forth in the License, and [name of
Developer] herewith assigns its rights to Owner to enforce any terms and conditions set forth
in the License in the event of a breach thereof by [name of Transferree]. Furthermore,
[name of Transferree], may not transfer the software to another party.
9. Any license, right, or permission to use Product is automatically revoked if Developer breaches any
term or condition of this License. Developer agrees that in the event of a breach of this License,
and upon the demand thereof by Owner, Developer will immediately return any physical copies of
Product to Owner, will cease any further use of Product, will remove the original and any modified
or altered Product from his/her/its computers and drives, will cease his/her/its use of Product,
and will cease any claimed breach of this License. Developer agrees that monetary damages alone is
not an adequate and just relief resulting from any breach of this License, that a court order
prohibiting any further breach of this License is necessary to prevent further damages, and that
Developer will not oppose any reasonable request for a temporary restraining order, preliminary
injunction, or other relief sought by Owner in the event of a breach of this License. Owner shall
not be required to notify Developer of any breach, nor make any demand or claim against Developer
resulting from any such breach, or for a demand to stop any use or distribution in violation of the
terms of this License, and Developer agrees that any breach of this License and damages resulting
therefrom shall relate back to the first and earliest breach thereof. Failure of Owner to enforce
its rights pursuant to this License shall not constitute a waiver of such rights, and shall not
prejudice Owner in any later enforcement of its rights or rights to seek damages therefrom.
10. Owner WILL NOT BE LIABLE FOR (A) ANY BUG, ERROR, OMMISSION, DEFECT, DEFICIENCY, OR NONCONFORMITY IN
PRODUCT; (B) IMPLIED MERCHANTIBILITY OF FITNESS FOR A PARTICULAR PURPOSE; (C) IMPLIED WARRANTY
RELATING TO COURSE OF DEALING, OR USAGE OF TRADE OR ANY OTHER IMPLIED WARRANTY WHATSOEVER; (D) CLAIM
OF INFRINGEMENT; (E) CLAIM IN TORT, WHETHER OR NOT ARISING IN WHOLE OR PART FROM Owner's FAULT,
NEGLIGENCE, STRICT LIABILITY, OR PRODUCT LIABILITY, OR (F) CLAIM FOR ANY DIRECT, INDIRECT, INCIDENTAL,
SPECIAL, OR CONSEQUENTIAL DAMAGES, OR LOSS OF DATA, REVENUE, DEVELOPERS GOODWILL, OR USE. IN NO CASE
SHALL Owner's LIABILITY EXCEED THE PRICE THAT DEVELOPER PAID FOR PRODUCT.
11. This License is granted, Product was developed, technical support is being provided in, and Developer
is downloading this copy of Product via miscellaneous resellers, distributors, gateways and servers,
and is paying for the use of Product, in and from the County of Henderson, State of Texas, and the
parties agree that this License is to be performed in the County of Henderson, Texas.
12. This License Agreement shall be governed by the laws of the State of Texas, USA. If any provision of
this License is found void, invalid, or unenforceable, it will not affect the validity of the balance
of this License, which shall remain valid and enforceable according to its terms. In the event any
party is required to seek judicial enforcement regarding any terms of this License, or to seek a
judicial interpretation regarding any terms of this License, the [party deemed by the court to be
the prevailing party shall be entitled to, in addition to its costs and damages, reasonable attorney's
fees and costs as determined by the court.
13. Developer acknowledges that Product may be subject to United States export controls, pursuant to the
Export Administrations Regulations, 15 C.F.R. Parts 768-799. Developer shall comply strictly with
all requirements of the Export Administration Regulations regarding use of Product.
14. This License Agreement constitutes the entire and sole agreement between Developer and Owner, and is
agreed to and entered into on the date You download or implement Product, whichever date is earlier.
