CompanyLegalDLA for AltovaXML

THIS IS A LEGAL DOCUMENT -- RETAIN FOR YOUR RECORDS

ALTOVA DEVELOPER LICENSE AGREEMENT
FOR AltovaXML® Reporting Edition Software
AND AltovaXML® Community Edition Software

Licensor:

Altova GmbH
Rudolfsplatz 13a/9
A-1010 Wien
Austria

Important – Read Carefully. Notice to User

This Altova Developer License Agreement for AltovaXML® (“DLAXML”) governs your right to use, reproduce, bundle, integrate, and distribute the (i) AltovaXML Reporting Edition Software (“AXRE”) and (ii) the AltovaXML Community Edition Software (“AXCE”) (collectively hereinafter referenced as the “the AltovaXML Software”). Your license rights depend on the specific software edition that you have licensed as the editions have different rights and restrictions applicable to them as set forth in detail below. This DLAXML is a legal document between you and Altova GmbH (“Altova”). It is important that you read this document before using the Altova-provided software and any accompanying documentation, including, without limitation, printed materials, ‘online’ files, or electronic documentation (“Documentation”). By clicking the “I accept” and “Next” buttons below, installing the AltovaXML Software, including the AltovaXML Software, distributing the AltovaXML Software or otherwise using the AltovaXML Software, you agree to be bound by the terms of this DLAXML as well as the Altova Privacy Policy (“Privacy Policy”) including, without limitation, the warranty disclaimers, limitation of liability, data use and termination provisions below. You agree that this agreement is enforceable like any written agreement negotiated and signed by you. If you do not agree, you are not licensed to use or distribute the AltovaXML Software, and you must destroy any downloaded copies of the AltovaXML Software in your possession or control. Please go to our Web site at http://www.altova.com/ALTOVADLAXML to download and print a copy of this DLAXML for your files and http://www.altova.com/privacy to review the Privacy Policy.

1. AltovaXML Reporting Edition (“AXRE”) Software Terms and Conditions

(a) License Grant. Upon your acceptance of this DLAXML, Altova grants you a non-exclusive, non-transferable (except as provided below), limited license (without the right to grant sublicenses) to; (i) Install and use the AXRE Software on compatible personal computer(s), workstation(s), or server(s) up to the Permitted Number of computers, including the right to develop your own software applications that include the AXRE Software and Documentation. The Permitted Number of computers and/or users shall be determined and specified at such time as you elect to purchase a license for the software. You may install one copy of the AXRE Software on a computer file server within your internal network for the purpose of downloading and installing this AXRE Software onto other computers within your internal network up to the Permitted Number of computers in a commercial environment only; (ii) You may provide access on your network to a web service or other service that you have developed that utilizes the AXRE Software features or functions in a custom application that you have developed and displays a report or other results data generated by your service in response to and based on data submitted by a user accessing the service; and/or (iii) Reproduce the AXRE Software and/or Documentation and distribute the AXRE Software in executable form, subject to the Distribution Restrictions and Requirements below, to third parties electronically or via download from your website or on physical media in conjunction with a software application developed by you incorporating the AXRE Software. (iv) You may make one backup and one archival copy of the AXRE software, provided your backup and archival copies are not installed or used on any computer and further provided that all such copies shall bear the original and unmodified copyright, patent and other intellectual property markings that appear on or in the software. You may not transfer the rights to a backup or archival copy unless you transfer all rights in the AXRE software as provided in this DLAXML.

(b) Distribution Restrictions and Requirements. In addition to the restrictions and obligations provided in other sections of this DLAXML, your license to distribute the AXRE Software and/or Documentation is further subject to all of the following restrictions: (i) the AXRE Software and/or Documentation component of your software application shall only be licensed and not sold and all end users are required to purchase a license from Altova or an authorized reseller, in order to use the AXRE Software component of your software application; (ii) you may not make the AXRE Software and/or Documentation available as a stand-alone product but only as a component of or in conjunction with your software application; (iii) you must use the Setup Program for AXRE provided by Altova AS IS and may not impair, alter or remove Altova’s DLAXML (which will appear in the installation process and which an end user must accept in order to be able to install or operate the AXRE software) or any other files; and (iv) other Altova products cannot be distributed or used under this DLAXML.

(c) Key Codes, Upgrades and Updates. You will receive a purchase key code when you elect to purchase AXRE software license(s) from either Altova GmbH or an authorized reseller. The purchase key code will enable you to activate the software. You may not re-license, reproduce or distribute any key code except with the express written permission of Altova. If the AXRE software that you have licensed is an upgrade or an update, then the latest update or upgrade that you download and install replaces all or part of the Software previously licensed. The update or upgrade and the associated license keys, as applicable, does not constitute the granting of a second license to the software in that you may not use the upgrade or updated copy in addition to the copy of the software that it is replacing and whose license has terminated.

(d) Support and Maintenance. Altova offers “Support & Maintenance Package(s)” (“SMP”) for the AXRE Software that you have licensed. The Support Period, hereinafter defined, covered by such SMP shall be delineated at such time as you elect to purchase a SMP. Your rights with respect to support and maintenance as well as your upgrade eligibility depend on your decision to purchase SMP and the level of SMP that you have purchased:

(i) If you have not purchased SMP, you will receive the software AS IS and will not receive any maintenance releases or updates. However; Altova, at its option and in its sole discretion on a case by case basis, may decide to offer maintenance releases to you as a courtesy, but these maintenance releases will not include any new features in excess of the feature set at the time of your purchase of the AXRE Software. In addition, Altova will provide free technical support to you for thirty (30) days after the date of your purchase (the “Support Period” for the purposes of this paragraph 1(d)), and Altova, in its sole discretion on a case by case basis, may also provide free courtesy technical support during your thirty (30) -day evaluation period. Technical support is provided via a Web-based support form only, and there is no guaranteed response time.

(ii) If you have purchased SMP then, solely for the duration of its delineated Support Period, you are eligible to receive the version of the software edition that you have licensed and all maintenance releases and updates for that edition that are released during your Support Period. For the duration of your SMP’s Support Period, you will also be eligible to receive upgrades to the comparable edition of the next version of the AXRE software that succeeds the software edition that you have licensed for applicable upgrades released during your Support Period. The specific upgrade edition that you are eligible to receive based on your Support Period is further detailed in the SMP that you have purchased. Software that is introduced as a separate product is not included in SMP. Maintenance releases, updates and upgrades may or may not include additional features. In addition, Altova will provide Priority Technical Support to you for the duration of the Support Period. Priority Technical Support is provided via a Web-based support form only and Altova will make commercially reasonable efforts to respond via e-mail to all requests within forty-eight (48) hours during Altova’s business hours (MO-FR, 8am UTC – 10pm UTC, Austrian and US holidays excluded) and to make reasonable efforts to provide work-arounds to errors reported in the software.

(iii) During the Support Period you may also report any software problem or error to Altova. If Altova determines that a reported reproducible material error in the software exists and significantly impairs the usability and utility of the AXRE Software, Altova agrees to use reasonable commercial efforts to correct or provide a usable work-around solution in an upcoming maintenance release or update, which is made available at certain times at Altova’s sole discretion. If Altova, in its discretion, requests written verification of an error or malfunction discovered by you or requests supporting example files that exhibit the software problem, you shall promptly provide such verification or files, by email, telecopy, or overnight mail, setting forth in reasonable detail the respects in which the AXRE Software fails to perform. You shall use reasonable efforts to cooperate in diagnosis or study of errors. Altova may include error corrections in maintenance releases, updates, or new major releases of the software. Altova is not obligated to fix errors that are immaterial. Immaterial errors are those that do not significantly impact use of the software, as determined by Altova in its sole discretion. Whether or not you have purchased the Support & Maintenance Package, technical support only covers issues or questions resulting directly out of the operation of the AXRE software and Altova will not provide you with generic consultation, assistance, or advice under any circumstances.

(iv) Updating the AXRE Software may require the updating of software not covered by this DLAXML before installation. Updates of the operating system and application software not specifically covered by this DLAXML are your responsibility and will not be provided by Altova under this DLAXML. Altova’s obligations under this Section are contingent upon your proper use of the AXRE Software and your compliance with the terms and conditions of this DLAXML at all times. Altova shall be under no obligation to provide the above technical support if, in Altova’s opinion, the AXRE Software has failed due to the following conditions: (a) damage caused by the relocation of the software to another location or CPU; (b) alterations, modifications or attempts to change the software without Altova’s written approval; (c) causes external to the software, such as natural disasters, the failure or fluctuation of electrical power, or computer equipment failure; (d) your failure to maintain the software at Altova’s specified release level; or (e) use of the software with other software without Altova’s prior written approval. It will be your sole responsibility to: (a) comply with all Altova-specified operating and troubleshooting procedures and then notify Altova immediately of AXRE Software malfunction and provide Altova with complete information thereof; (b) provide for the security of your confidential information; and (c) establish and maintain backup systems and procedures necessary to reconstruct lost or altered files, data or programs.

(e) Limited Warranty. Altova warrants to the person or entity that first purchases a license for use of the AXRE software pursuant to the terms of this DLAXML that (i) the software will perform substantially in accordance with any accompanying documentation for a period of ninety (90) days from the date of receipt, and (ii) any support services provided by Altova shall be substantially as described in Section 1(d) of this agreement. Some states and jurisdictions do not allow limitations on duration of an implied warranty, so the above limitation may not apply to you. To the extent allowed by applicable law, implied warranties on the AXRE software, if any, are limited to ninety (90) days. Altova’s and its suppliers’ entire liability and your exclusive remedy shall be, at Altova’s option, either (i) return of the price paid, if any, or (ii) repair or replacement of the AXRE software that does not meet Altova’s Limited Warranty and which is returned to Altova with a copy of your receipt. This Limited Warranty is void if failure of the AXRE software has resulted from accident, abuse, misapplication, abnormal use, Trojan horse, virus, or any other malicious external code. Any replacement software will be warranted for the remainder of the original warranty period or thirty (30) days, whichever is longer. This limited warranty does not apply to Evaluation Software. THE FOREGOING LIMITED WARRANTY AND REMEDIES STATE THE SOLE AND EXCLUSIVE REMEDIES FOR ALTOVA’S OR ITS SUPPLIERS’ BREACH OF WARRANTY. ALTOVA AND ITS SUPPLIERS DO NOT AND CANNOT WARRANT THE PERFORMANCE OR RESULTS YOU MAY OBTAIN BY USING THE SOFTWARE. EXCEPT FOR THE FOREGOING LIMITED WARRANTY, AND FOR ANY WARRANTY, CONDITION, REPRESENTATION OR TERM TO THE EXTENT WHICH THE SAME CANNOT OR MAY NOT BE EXCLUDED OR LIMITED BY LAW APPLICABLE TO YOU IN YOUR JURISDICTION, ALTOVA AND ITS SUPPLIERS MAKE NO WARRANTIES, CONDITIONS, REPRESENTATIONS OR TERMS, EXPRESS OR IMPLIED, WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE OR OTHERWISE AS TO ANY OTHER MATTERS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALTOVA AND ITS SUPPLIERS DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, INFORMATIONAL CONTENT OR ACCURACY, QUIET ENJOYMENT, TITLE AND NON-INFRINGEMENT, WITH REGARD TO THE SOFTWARE, AND THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES. THIS LIMITED WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS. YOU MAY HAVE OTHERS, WHICH VARY FROM STATE/JURISDICTION TO STATE/JURISDICTION.

(f) Limitation of Liability and Infringement Claims. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW EVEN IF A REMEDY FAILS ITS ESSENTIAL PURPOSE, IN NO EVENT SHALL ALTOVA OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, DIRECT, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE AXRE SOFTWARE OR THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES, EVEN IF ALTOVA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, ALTOVA’S ENTIRE LIABILITY UNDER ANY PROVISION OF THIS DLAXML SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU FOR THE AXRE SOFTWARE PRODUCT. Because some states and jurisdictions do not allow the exclusion or limitation of liability, the above limitation may not apply to you. In such states and jurisdictions, Altova’s liability shall be limited to the greatest extent permitted by law and the limitations or exclusions of warranties and liability contained herein do not prejudice applicable statutory consumer rights of person acquiring goods otherwise than in the course of business. The disclaimer and limited liability above are fundamental to this DLAXML between Altova and you. Altova will indemnify and hold you harmless and will defend or settle any claim, suit or proceeding brought against you by a third party that is based upon a claim that the content contained in the AXRE Software infringes a copyright or violates an intellectual or proprietary right protected by United States or European Union law (“Claim”), but only to the extent the Claim arises directly out of the use of the Software and subject to the limitations set forth in this Section 1(f) of this Agreement except as otherwise expressly provided. You must notify Altova in writing of any Claim within ten (10) business days after you first receive notice of the Claim, and you shall provide to Altova at no cost such assistance and cooperation as Altova may reasonably request from time to time in connection with the defense of the Claim. Altova shall have sole control over any Claim (including, without limitation, the selection of counsel and the right to settle on your behalf on any terms Altova deems desirable in the sole exercise of its discretion). You may, at your sole cost, retain separate counsel and participate in the defense or settlement negotiations. Altova shall pay actual damages, costs, and attorney fees awarded against you (or payable by you pursuant to a settlement agreement) in connection with a Claim to the extent such direct damages and costs are not reimbursed to you by insurance or a third party, to an aggregate maximum equal to the purchase price of the AXRE Software. If the AXRE Software or its use becomes the subject of a Claim or its use is enjoined, or if in the opinion of Altova’s legal counsel the software is likely to become the subject of a Claim, Altova shall attempt to resolve the Claim by using commercially reasonable efforts to modify the AXRE Software or obtain a license to continue using the software. If in the opinion of Altova’s legal counsel the Claim, the injunction or potential Claim cannot be resolved through reasonable modification or licensing, Altova, at its own election, may terminate this DLAXML without penalty, and will refund to you on a pro rata basis any fees paid in advance by you to Altova. THE FOREGOING CONSTITUTES ALTOVA’S SOLE AND EXCLUSIVE LIABILITY FOR INTELLECTUAL PROPERTY INFRINGEMENT. This indemnity does not apply to infringements that would not be such, except for customer-supplied elements.

(g) Applicable DLAXML Terms. The terms and conditions set forth in Sections 1 and 3 apply to the AXRE Software.

2. AltovaXML Community Edition (“AXCE”) Software Terms and Conditions

(a) License Grant. Upon your acceptance of this DLAXML, Altova grants you a non-exclusive, non-transferable (except as provided below), limited license (without the right to grant sublicenses) to develop software applications that include the AXCE Software and/or Documentation, reproduce the AXCE Software and/or Documentation, and distribute the AXCE Software in executable form, subject to the Distribution Restrictions and Requirements below, to third parties electronically or via download from your website or on physical media in conjunction with a software application developed by you incorporating the AXCE Software. You may install the AXCE Software on a server within your network for the purpose of downloading and installing the Software (to an unlimited number of client computers on your internal network).

(b) Distribution Restrictions and Requirements. In addition to the restrictions and obligations provided in other sections of this DLAXML, your license to distribute the AXCE Software and/or Documentation is further subject to all of the following restrictions: (i) the AXCE Software and/or Documentation shall only be licensed and not sold; (ii) you may not make the AXCE Software and/or Documentation available as a standalone product and if distributed as part of a product bundle you may charge for the product bundle provided that you license such product bundle at the same or lower fee at which you license any reasonably equivalent product bundle which does not include the AXCE Software; (iii) you must use the Setup Program for AXCE software provided by Altova AS IS and may not impair, alter or remove Altova’s DLAXML (which will appear in the installation process and which an end user must accept in order to be able to install or operate the AXCE software) or any other files; and (iv) other Altova products cannot be distributed or used under this DLAXML.

(c) Warranty Disclaimer. THE AXCE SOFTWARE IS PROVIDED TO YOU FREE OF CHARGE, AND ON AN “AS-IS” BASIS. ALTOVA PROVIDES NO WARRANTIES FOR THE AXCE SOFTWARE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, ALTOVA AND ITS SUPPLIERS DISCLAIM ALL WARRANTIES AND REPRESENTATIONS, WHETHER EXPRESS, IMPLIED OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, SATISFACTORY QUALITY, INFORMATIONAL CONTENT, OR ACCURACY, QUIET ENJOYMENT, TITLE, AND NON-INFRINGEMENT. ALTOVA DOES NOT WARRANT THAT THE AXCE SOFTWARE IS ERROR-FREE OR WILL OPERATE WITHOUT INTERRUPTION. IF MANDATORILY APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE AXCE SOFTWARE, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO THIRTY (30) -DAYS FROM THE DATE OF INSTALLATION OR BEGIN OF USE, WHATEVER IS THE EARLIER. SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS AND YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM STATE TO STATE OR FROM JURISDICTION TO JURISDICTION. YOU AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR THE ACCURACY AND ADEQUACY OF THE ACDE OR ACBE SOFTWARE FOR YOUR INTENDED USE AND YOU WILL INDEMNIFY AND HOLD HARMLESS ALTOVA FROM ANY 3RD PARTY SUIT TO THE EXTENT BASED UPON THE ACCURACY AND ADEQUACY OF THE ACDE OR ACBE SOFTWARE IN YOUR USE.

(d) Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ALTOVA OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, DIRECT, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE AUTHENTIC SOFTWARE, THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES, OR ANY PROVISION OF THIS DLAXML, EVEN IF ALTOVA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WHERE LEGALLY, LIABILITY CANNOT BE EXCLUDED, BUT MAY BE LIMITED, ALTOVA’S LIABILITY AND THAT OF ITS SUPPLIERS SHALL BE LIMITED TO THE SUM OF FIVE DOLLARS (USD $5.00) IN TOTAL. BECAUSE SOME STATES AND JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IN SUCH STATES AND JURISDICTIONS, ALTOVA’S LIABILITY AND THAT OF ITS SUPPLIERS SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW. THE FOREGOING LIMITATIONS ON LIABILITY ARE INTENDED TO APPLY TO THE WARRANTIES AND DISCLAIMERS ABOVE AND ALL OTHER ASPECTS OF THIS DLAXML

(e) Support. Altova is not obliged to provide technical support with respect to the AXCE software.

(f) Applicable DLAXML Terms. The terms and conditions set forth in Sections 2 and 3 apply to the AXCE software.

3. AltovaXML Software (AXRE and AXCE) Software Terms and Conditions

The terms set forth in Section 3 are applicable to the AXRE and AXCE software licenses and are in addition to the specific terms applicable to those software licenses.

(a) Title. This DLAXML gives you a limited license to reproduce and distribute the AltovaXML Software and/or Documentation as set forth above. Altova and its suppliers retain all right, title and interest, including all copyright and intellectual property rights, in and to, the AltovaXML Software and/or Documentation and all copies thereof. Title to the AltovaXML Software is not transferred to you. Ownership of all copies of the AltovaXML Software and of copies made by you is vested in Altova, subject to the rights of use or distribution, as applicable, granted to you in this DLAXML. All rights not specifically granted in this DLAXML are reserved by Altova.

(b) Acknowledgement of Altova's Rights. You acknowledge that the AltovaXML Software and any copies that you are authorized by Altova to make are the intellectual property of and are owned by Altova and its suppliers. The structure, organization and code of the AltovaXML Software are the valuable trade secrets and confidential information of Altova and its suppliers. The AltovaXML Software is protected by copyright, including without limitation by United States Copyright Law, international treaty provisions and applicable laws in the country in which it is being used. You acknowledge that Altova retains the ownership of all patents, copyrights, trade secrets, trademarks and other intellectual property rights pertaining to the AltovaXML Software, and that Altova’s ownership rights extend to any images, photographs, animations, videos, audio, music, text and “applets” incorporated into the AltovaXML Software and all accompanying printed materials. You will take no actions which adversely affect Altova’s intellectual property rights in the AltovaXML Software. Trademarks shall be used in accordance with accepted trademark practice, including identification of trademark owners’ names. Trademarks may only be used to identify printed output produced by the AltovaXML Software, and such use of any trademark does not give you any right of ownership in that trademark. XMLSpy®, Authentic®, StyleVision®, MapForce®, UModel®, DatabaseSpy®, DiffDog®, SchemaAgent®, SemanticWorks®, MissionKit®, Markup Your Mind®, , and Altova® are trademarks of Altova GmbH (registered in numerous countries). Unicode and the Unicode Logo are trademarks of Unicode, Inc. Windows, Windows XP, Windows Vista, and Windows 7 are trademarks of Microsoft. W3C, CSS, DOM, MathML, RDF, XHTML, XML and XSL are trademarks (registered in numerous countries) of the World Wide Web Consortium (W3C); marks of the W3C are registered and held by its host institutions, MIT, INRIA and Keio. Except as expressly stated above, this DLAXML does not grant you any intellectual property rights in the AltovaXML Software. Notifications of claimed copyright infringement should be sent to Altova’s copyright agent as further provided on the Altova Web Site.

(c) Common Restrictions.

(i) You may not reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, underlying ideas, underlying user interface techniques or algorithms of the AltovaXML Software by any means whatsoever, directly or indirectly, or disclose any of the foregoing, except to the extent you may be expressly permitted to decompile under applicable law in the European Union, if it is essential to do so in order to achieve operability of the AltovaXML Software with another software program, and you have first requested Altova to provide the information necessary to achieve such operability and Altova has not made such information available. Altova has the right to impose reasonable conditions and to request a reasonable fee before providing such information. Any information supplied by Altova or obtained by you, as permitted hereunder, may only be used by you for the purpose described herein and may not be disclosed to any third party or used to create any software which is substantially similar to the expression of the AltovaXML Software. Requests for information from users in the European Union with respect to the above should be directed to the Altova Customer Support Department. You may not loan, rent, lease, sublicense, distribute or otherwise transfer all or any portion of the AltovaXML Software to third parties except to the limited extent expressly provided in this DLAXML.

(ii) You may not copy, distribute, or make derivative works of the AltovaXML Software except as expressly set forth above, and any copies that you are permitted to make pursuant to this DLAXML must contain the same copyright, patent and other intellectual property markings that appear on or in the AltovaXML Software. You may not modify, adapt or translate the AltovaXML Software. You may not, directly or indirectly, encumber or suffer to exist any lien or security interest on the AltovaXML Software; knowingly take any action that would cause the AltovaXML Software to be placed in the public domain; or use the AltovaXML Software in any computer environment not specified in this DLAXML. You will comply with applicable law and Altova’s instructions regarding the use of the AltovaXML Software. You agree to notify your employees and agents who may have access to the AltovaXML Software of the restrictions contained in this DLAXML and to ensure their compliance with these restrictions. You may not alter or modify the AltovaXML Software or create a new installer for the AltovaXML Software. You agree to indemnify, hold harmless, and defend Altova from and against any claims or lawsuits, including attorney’s fees that arise or result from your use or distribution of the Software and/or Documentation

(d) AltovaXML Software Activation, Updates, Metering and Data Use.

(i) Altova has a built-in license metering module that helps you to avoid any unintentional violation of this DLAXML. Altova may use your internal network for license metering between installed versions of the AltovaXML Software. Altova’s AltovaXML Software may use your internal network and Internet connection for the purpose of transmitting license-related data at the time of installation, registration, use, or update to an Altova-operated license server and validating the authenticity of the license-related data in order to protect Altova against unlicensed or illegal use of the AltovaXML Software and to improve customer service. Activation is based on the exchange of license related data between your computer and the Altova license server. You agree that Altova may use these measures and you agree to follow any applicable requirements. You further agree that use of license key codes that are not or were not generated by Altova and lawfully obtained from Altova or an authorized reseller as part of an effort to activate or use the AltovaXML Software violates Altova’s intellectual property rights as well as the terms of this DLAXML. You agree that efforts to circumvent or disable Altova’s copyright protection mechanisms or license management mechanism violate Altova’s intellectual property rights as well as the terms of this DLAXML. Altova expressly reserves the rights to seek all available legal and equitable remedies to prevent such actions and to recover lost profits, damages and costs.

(ii) Altova provides a new LiveUpdate notification service to you, which is free of charge. Altova may use your internal network and Internet connection for the purpose of transmitting license-related data to an Altova-operated LiveUpdate server to validate your license at appropriate intervals and determine if there is any update available for you.

(iii) The terms and conditions of the Privacy Policy are set out in full at http://www.altova.com/privacy and are incorporated by reference into this DLAXML. By your acceptance of the terms of this DLAXML or use of the AltovaXML Software, you authorize the collection, use and disclosure of information collected by Altova for the purposes provided for in this DLAXML and/or the Privacy Policy as revised from time to time.

(iv) Notice to European Users. Please note that the information as described in paragraph 3(d) above may be transferred outside of the European Economic Area, for purposes of processing, analysis, and review, by Altova, Inc. a company located in Beverly, Massachusetts, U.S.A., or its subsidiaries or Altova’s subsidiaries or divisions, or authorized partners, located worldwide. You are advised that the United States uses a sectoral model of privacy protection that relies on a mix of legislation, governmental regulation, and self-regulation. You are further advised that the Council of the European Union has found that this model does not provide "adequate" privacy protections as contemplated by Article 25 of the European Union's Data Directive. (Directive 95/46/EC, 1995 O.J. (L 281) 31). Article 26 of the European Union's Data Directive allows for transfer of personal data from the European Union to a third country if the individual has unambiguously given his consent to the transfer of personal information, regardless of the third country's level of protection. By agreeing to this Software License Agreement, you consent to the transfer of all such information to the United States and the processing of that information as described in this Software License Agreement and the Privacy Policy.

(e) Disclaimer. THE ALTOVAXML SOFTWARE IS NEITHER GUARANTEED NOR WARRANTED TO BE ERROR-FREE NOR SHALL ANY LIABILITY BE ASSUMED BY ALTOVA IN THIS RESPECT. NOTWITHSTANDING ANY SUPPORT FOR ANY TECHNICAL STANDARD, THE ALTOVAXML SOFTWARE IS NOT INTENDED FOR USE IN OR IN CONNECTION WITH, WITHOUT LIMITATION, THE OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION, COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL EQUIPMENT, MEDICAL DEVICES OR LIFE SUPPORT SYSTEMS, MEDICAL OR HEALTH CARE APPLICATIONS, OR OTHER APPLICATIONS WHERE THE FAILURE OF THE ALTOVAXML SOFTWARE OR ERRORS IN DATA PROCESSING COULD LEAD TO DEATH, PERSONAL INJURY OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE. YOU AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR THE ACCURACY AND ADEQUACY OF THE ALTOVAXML SOFTWARE AND ANY DATA GENERATED OR PROCESSED BY THE SOFTWARE FOR YOUR INTENDED USE AND YOU WILL DEFEND, INDEMNIFY AND HOLD ALTOVA, ITS OFFICERS AND EMPLOYEES HARMLESS FROM ANY 3RD PARTY CLAIMS, DEMANDS, OR SUITS THAT ARE BASED UPON THE ACCURACY AND ADEQUACY OF THE ALTOVAXML SOFTWARE IN YOUR USE OR ANY DATA GENERATED BY THE ALTOVA XML SOFTWARE IN YOUR USE.

(f) Restricted Rights Notice and Export Restrictions. The AltovaXML Software was developed entirely at private expense and is commercial computer software provided with RESTRICTED RIGHTS. Use, duplication or disclosure by the U.S. Government or a U.S. Government contractor or subcontractor is subject to the restrictions set forth in this Agreement and as provided in FAR 12.211 and 12.212 (48 C.F.R. §12.211 and 12.212) or DFARS 227. 7202 (48 C.F.R. §227-7202) as applicable. Consistent with the above, as applicable, Commercial Computer Software and Commercial Computer Documentation licensed to U.S. government end users only as commercial items and only with those rights as are granted to all other end users under the terms and conditions set forth in this DLAXML. Manufacturer is Altova GmbH, Rudolfsplatz, 13a/9, A-1010 Vienna, Austria/EU. You may not use or otherwise export or re-export the AltovaXML Software or documentation except as authorized by United States law and the laws of the jurisdiction in which the AltovaXML Software was obtained. In particular, but without limitation, the AltovaXML Software or Documentation may not be exported or re-exported (i) into (or to a national or resident of) any U.S. embargoed country or (ii) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce's Table of Denial Orders. By using the AltovaXML Software, you represent and warrant that you are not located in, under control of, or a national or resident of any such country or on any such list.

(g) Termination. Without prejudice to any other rights or remedies of Altova, this DLAXML may be terminated (i) by you giving Altova written notice of termination or (ii) by Altova, at its option, giving you written notice of termination or (iii) Altova giving you written notice of termination if you fail to comply with the terms and conditions of the DLAXML. Upon any termination or expiration of this DLAXML, you must cease all use or distribution of the AltovaXML Software, licensed hereunder, destroy all copies then in your possession or control and take such other actions as Altova may reasonably request to ensure that no copies of the AltovaXML Software remain in your possession or control or available for distribution in conjunction with your software product. The terms and conditions set forth in Sections 1(e)-(f), 2(c)-(d), 3(c)-(i) survive termination of this DLAXML as applicable.

(h) Third Party Software. The AltovaXML Software may contain third party software which requires notices and/or additional terms and conditions. Such required third party software notices and/or additional terms and conditions are located at our Website at http://www.altova.com/legal_3rdparty.html and are made a part of and incorporated by reference into this DLAXML. By accepting this DLAXML, you are also accepting the additional terms and conditions, if any, set forth therein.

(i) General Legal Provisions. This DLAXML contains the entire agreement and understanding of the parties with respect to the subject matter hereof, and supersedes all prior written and oral understandings of the parties with respect to the subject matter hereof. Any notice or other communication given under this DLAXML shall be in writing and shall have been properly given by either of us to the other if sent by certified or registered mail, return receipt requested, or by overnight courier to the address shown on Altova’s Web site for Altova and the address shown in Altova’s records for you, or such other address as the parties may designate by notice given in the manner set forth above. This DLAXML will bind and inure to the benefit of the parties and our respective heirs, personal and legal representatives, affiliates, successors and permitted assigns. The failure of either of us at any time to require performance of any provision hereof shall in no manner affect such party’s right at a later time to enforce the same or any other term of this DLAXML. This DLAXML may be amended only by a document in writing signed by both of us. In the event of a breach or threatened breach of this DLAXML by either party, the other shall have all applicable equitable as well as legal remedies. Each party is duly authorized and empowered to enter into and perform this DLAXML. If, for any reason, any provision of this DLAXML is held invalid or otherwise unenforceable, such invalidity or unenforceability shall not affect the remainder of this DLAXML, and this DLAXML shall continue in full force and effect to the fullest extent allowed by law. The parties knowingly and expressly consent to the foregoing terms and conditions.

(i) If you are located in the European Union and are using the AltovaXML Software in the European Union and not in the United States, then this DLAXML will be governed by and construed in accordance with the laws of the Republic of Austria (excluding its conflict of laws principles and the U.N. Convention on Contracts for the International Sale of Goods) and you expressly agree that exclusive jurisdiction for any claim or dispute with Altova or relating in any way to your use of the AltovaXML Software resides in the Handelsgericht, Wien (Commercial Court, Vienna) and you further agree and expressly consent to the exercise of personal jurisdiction in the Handelsgericht, Wien (Commercial Court, Vienna) in connection with any such dispute or claim.

(ii) If you are located in the United States or are using the AltovaXML Software in the United States then this DLAXML will be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, USA (excluding its conflict of laws principles and the U.N. Convention on Contracts for the International Sale of Goods) and you expressly agree that exclusive jurisdiction for any claim or dispute with Altova or relating in any way to your use of the AltovaXML Software resides in the federal or state courts of Massachusetts and you further agree and expressly consent to the exercise of personal jurisdiction in the federal or state courts of the Commonwealth of Massachusetts in connection with any such dispute or claim.

(iii) If you are located outside of the European Union or the United States and are not using the AltovaXML Software in the United States, then this DLAXML will be governed by and construed in accordance with the laws of the Republic of Austria (excluding its conflict of laws principles and the U.N. Convention on Contracts for the International Sale of Goods) and you expressly agree that exclusive jurisdiction for any claim or dispute with Altova or relating in any way to your use of the AltovaXML Software resides in the Handelsgericht, Wien (Commercial Court, Vienna) and you further agree and expressly consent to the exercise of personal jurisdiction in the Handelsgericht Wien (Commercial Court, Vienna) in connection with any such dispute or claim. This DLAXML will not be governed by the conflict of law rules of any jurisdiction or the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.

Last Updated: 2012-04-11