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Graph IDE ► Legal ► Redistribution License Agreement

Below is a copy of the Vvidget Library Limited Redistribution License Agreement. If you incorporate Vvidget into your own applications and also distribute any of those applications to others then you are subject to the following license. Your action of distribution is an implicit acceptance of the following license agreement. You must also have a valid written and signed Purchase Agreement for the "Vvidget Library Redistribution" product executed by an authorized representative of VVI. Vvidget is commercial software and requires a Purchase Agreement, separate and in addition to the one for the EULA, to redistribute. Please email sales@vvi.com for purchase instructions before redistributing.

Vvidget™ Library Redistribution v12.10.3

VVIDGET LIBRARY LIMITED REDISTRIBUTION LICENSE AGREEMENT

This Redistribution License Agreement (the "Agreement") is made and entered into the Effective Date, by and between Developer and VVimaging, Inc., (hereinafter referred to as VVI), a Pennsylvania corporation, having principal place of business at 311 Adams Ave. State College, PA 16803.

VVI and Developer Agree as follows:

DEFINITIONS

For the purpose of this Agreement,

• "Purchase Agreement" means a separate agreement between Developer and VVI for purchase of the "Vvidget Library Redistribution" rights which is signed by an authorized representative of VVI.
• "Developer" means the individual that accepts this Agreement and has a valid Purchase Agreement with VVI.
• "Redistributables" means VVI software in binary form. For OSX (Mac computers) those binaries are in the folder "/Applications/Graph Builder.app/Contents/Frameworks" and are the Frameworks Vvidget_GG.framework, Vvidget_GS.framework, Vvidget_SAF.framework, Vvidget_SAG.framework, Vvidget_SAM.framework, Vvidget_SAT.framework, Vvidget_SBM.framework, VvidgetCode.framework. For iOS (iPhone, iPad, iPod) those binaries are libVvidget.a ARM assembly as contained in the example documentation. For the OSX frameworks, the Resources and Header folders must be removed before distribution. Redistributables does not include code signing assets.
• "EULA" means the VVI End User License Agreement which governs the use of Redistributables and is included with each copy of Redistributables.
• "Developer's Original Application" means software application developed by Developer which uses Redistributables and which adds significant and primary functionality to Redistributables.
• "Customer" means third-party which obtains Redistributables from Developer for use solely in a manner consistent with the EULA and as part of Developer's Original Application.
• "Party" means VVI or Developer.
• "Effective Date" is the date of the Purchase Agreement.

RECITALS

Whereas

• VVI has developed Redistributables and legally markets, distributes and sells Redistributables and represents and warrants that it has not been notified that any intellectual property related to Redistributables as contemplated in this Agreement violates any copyright, patent, trade secret, or trademarks of any person or organization;
• Developer wishes to redistribute Redistributables for lawful use, including commercial sale and educational use; and
• VVI wishes to grant Developer rights to redistribute Redistributables consistent with this Agreement.

TERMS AND CONDITIONS

Wherefore, subject to the terms and conditions of this Agreement:

• 1. GENERAL.
  • 1.1. Grant. VVI grants Developer and Developer hereby accepts a limited, non-exclusive, non-transferable, non-assignable, non-refundable, world-wide right to redistribute Redistributables to Customer.
  • 1.2. Proprietary Rights Notices. Developer shall reproduce all proprietary name, trademark, tradedress, patent and copyright notices present in Redistributables without modification or alteration.
  • 1.3. Customer License. Developer shall redistribute Redistributables only on an As-Is basis without warranty of any kind and pursuant to a written license agreement which protects VVI to the same or greater degree than does EULA. Developer shall display Developer own valid copyright notice which shall be sufficient to protect VVI's copyright in Redistributables.
  • 1.4. Marketing. Developer shall not use the name, logo, or trademarks of VVI to market Redistributables other than to indicate truthfully that Developer's Original Application is compatible with Redistributables.
  • 1.5. Re-redistribution. Developer agrees not to permit further distribution of the Redistributables by Customer. Developer may permit further redistribution of the Redistributables by Developer's distributors to Customers if Developer's distributors only distribute the Redistributables in conjunction with, and as part of, the Developer's Original Application and Developer and Developer's distributors comply with the terms of the EULA.

• 2. ENFORCEMENT.
  • 2.1. Indemnity. Developer agrees to indemnify, hold harmless and defend VVI from and against any claims or lawsuits, including attorney's fees, that arise or result from the use or distribution of Developer's Original Application.
  • 2.2. Limitation of Liability. EACH PARTY AGREES THAT ANY LIABILITY ON THE PART OF THE OTHER PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY CAUSE OF ACTION WHATSOEVER (REGARDLESS OF THE FORM OF ACTION INCLUDING BREACH OF CONTRACT, STRICT LIABILITY, TORT INCLUDING NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY), SHALL BE LIMITED TO PARTY'S DIRECT DAMAGES IN AN AMOUNT NOT TO EXCEED THE TOTAL FEE AMOUNT RECEIVED BY OTHER PARTY UNDER THIS AGREEMENT FOR THE ASSOCIATED PRODUCT DURING THE INITIAL TERM, IF NO RENEWAL TERM HAS COMMENCED, OR DURING THE MOST RECENT RENEWAL TERM. EACH PARTY AGREES THAT IN NO EVENT SHALL OTHER PARTY BE LIABLE FOR DAMAGES IN RESPECT OF INCIDENTAL, ORDINARY, PUNITIVE, EXEMPLARY, INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES EVEN IF PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES INCLUDING, BUT NOT LIMITED TO, BUSINESS INTERRUPTION, LOST BUSINESS REVENUE, LOST PROFITS, FAILURE TO REALIZE EXPECTED SAVINGS, ECONOMIC LOSS, LOSS OF DATA, LOSS OF BUSINESS OPPORTUNITY OR ANY CLAIM AGAINST PARTY BY ANY OTHER PARTY. THIS SECTION STATES EACH PARTY'S ENTIRE LIABILITY AND THE SOLE REMEDIES WITH RESPECT TO ANY THIRD PARTY CLAIMS, INFRINGEMENT AND ALLEGATIONS OF INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OR OTHER PROPRIETARY RIGHTS OF ANY KIND.
  • 2.3. Injunctive Relief. Developer agrees that VVI shall be entitled, without waiving any additional rights or remedies otherwise available to VVI at law, or in equity or by statute, to injunctive and other equitable relief in the event of a breach or intended or threatened breach by Developer of any of the covenants pertaining to the Developer set forth herein.
  • 2.4. Severability. Developer agrees that any dispute in the meaning, effect or validity of this Agreement shall be resolved in accordance with the laws of the Commonwealth of Pennsylvania without regard to the conflict of laws provisions thereof. Developer further agrees that if one or more provisions of this Agreement are held to be illegal or unenforceable under applicable Pennsylvania law, such illegal or unenforceable portion(s) shall be limited or excluded from this Agreement to the minimum extent required so that this Agreement shall otherwise remain in full force and effect and enforceable in accordance with its terms. The parties agree that Centre County in the State of Pennsylvania shall be the proper venue for any action brought under the Agreement whether in state or federal court. You consent to the personal jurisdiction of such courts.

• 3. MISCELLANEOUS PROVISIONS.
  • 3.1. Ownership. Title and ownership in and to the Redistributables shall remain the sole and exclusive property of VVI and its licensors, as applicable. No ownership right, title or interest in Redistributables is transferred to Developer by this Agreement. All rights not expressly granted herein by VVI are reserved by and to VVI.
  • 3.2. Accept VVI EULA. Except as provided herein, Developer also accepts all End User License Agreements accompanying VVI products obtained by Developer.
  • 3.3 Noncontravention. Developer represents that Developer's performance of all the terms of this Agreement will not breach any agreement prior to this Agreement. Developer has not entered into, and Developer agrees Developer will not enter into, any agreement either written or oral in conflict with this Agreement.
  • 3.4 Independent Parties. VVI and Developer are independent contracting parties. Neither Party nor Party's employees, consultants, contractors or agents are agents, employees of other Party, nor do they have any authority to bind other Party by contract or otherwise to any obligation. Developer agrees not to make any statements which state or imply that Developer certifies or guarantees Redistributables or that Redistributables is warranted, tested or approved by Developer.
  • 3.5 Term and Termination. The term of this Agreement shall commence on the Effective Date and shall continue in perpetuity until terminated as set forth below:
    • a. This Agreement shall terminate immediately if Developer breaches any term of this Agreement.
    • b. Terms in Sections 2 and 3 survive termination of this Agreement.
    • c. Termination by either Party will not affect the rights of any Customer under the terms of the End User License Agreement (EULA).
  • 3.6 Binding Effect. This Agreement shall be effective as of the date Developer executes this Agreement and shall be binding upon Developer, Developer's heirs, executors, assigns, and administrators and shall inure to the benefit of VVI, successors and assigns.
  • 3.7 Modifications. This Agreement can only be modified by a subsequent written and signed agreement executed by Developer and an authorized representative of VVI.

LRLA - 10.9.14 - 1/24/2014