CompanyLegalAuthentic DLA

THIS IS A LEGAL DOCUMENT -- RETAIN FOR YOUR RECORDS

ALTOVA DEVELOPER LICENSE AGREEMENT
FOR Authentic BROWSER EDITION SOFTWARE

Licensor:

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

Important - Read Carefully. Notice to User:

This Authentic Developer License Agreement (“ADLA”) governs your right to develop applications for and to distribute Altova‘s Authentic Browser Edition Software (“Authentic Browser Edition”). This ADLA is a legal document between you and Altova GmbH (“Altova”). Please note that any use of Authentic Browser Edition and any accompanying documentation, including, without limitation, printed materials, ‘online’ files, or electronic documentation (“Documentation”) is governed by the terms of the Authentic End User License Agreement (“AEULA”) available at our Web site at http://www.altova.com/authenticeula. The terms and conditions contained in this ADLA are in addition to the terms and conditions set forth in the AEULA. It is important that you read this document before developing applications utilizing Authentic Browser Edition and/or distributing the Altova-provided software and Documentation. By clicking the ‘Next’ button below, or otherwise embedding the Authentic Browser Edition in your application, you agree to be bound by the terms of this ADLA as well as the Altova Privacy Policy (“Privacy Policy”) including, without limitation, the warranty disclaimers, limitation of liability ,data use, and termination provisions and restrictions 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 develop applications for or to distribute the Authentic Browser Edition. Please go to our Web site at http://www.altova.com/authenticdla to download and print a copy of this ADLA for your files and http://www.altova.com/privacy to review the privacy policy.

1. Authentic BROWSER EDITION SOFTWARE LICENSE

(a) License Grant. Upon your acceptance of this ADLA, Altova grants you a non-exclusive, non-transferable limited worldwide license to develop web pages, web applications, or applications that include Authentic Browser Edition, to reproduce the Authentic Browser Edition and distribute the Authentic Browser Edition in executable form in the manner hereinafter provided to end users for the purpose of viewing, sharing and editing XML files solely in connection with XMLSpy Stylesheet(s), hereinafter defined, as further provided herein.

(b) Internal Use. You may install Authentic Browser Edition on a web server within your network for the purpose of downloading and installing the Authentic Browser Edition (to an unlimited number of client computers on your internal network).

(c) External Use. You may distribute the Authentic Browser Edition to any third party electronically or via download from the website or on physical media such as CD-ROMS or diskettes as part of or in conjunction with products that you have developed.

(d) Distribution Restrictions. In addition to the restrictions and obligations provided in other sections of this ADLA and the AEULA, your license to distribute the Authentic Browser Edition is further subject to all of the following restrictions (i) Authentic Browser Edition shall only be licensed and not sold, (ii) you may not make Authentic Browser Edition available as a stand alone 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 Authentic Browser Edition , (iii) You must use the Authentic Browser Edition plug-in provided by Altova AS IS and may not impair, alter or remove Altova’s AEULA, (which will appear in the installation process and which an end user must accept in order to be able to install or operate Authentic Browser Edition) or any other files, (iv) Other Altova products cannot be distributed under this ADLA; and (v) You may not combine the Authentic Browser Edition with your product in such a way that your product modifies or generates XMLSpy Stylesheet(s).

(e) Title. This ADLA gives you a limited license to reproduce and distribute the Authentic Browser Edition. Altova and its suppliers retain all right, title and interest, including all copyright and intellectual property rights, in and to, the Authentic Browser Edition and all copies thereof. All rights not specifically granted in this ADLA are reserved by Altova.

(f) Reverse Engineering. 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 Authentic Browser Edition 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, it is essential to do so in order to achieve operability of the Authentic Browser Edition 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 Authentic Browser Edition.

(g) Additional Restrictions. You may not loan, rent, lease, sublicense, distribute or otherwise transfer all or any portion of the Authentic Browser Edition to third parties except to the limited extent expressly provided herein. You may not copy, distribute or make derivative works of the Authentic Browser Edition except as expressly set forth above, and any copies that you are permitted to make pursuant to this ADLA must contain the same copyright, patent and other intellectual property markings that appear on or in the Authentic Browser Edition. You may not modify, adapt or translate the Authentic Browser Edition. You may not, directly or indirectly, encumber or suffer to exist any lien or security interest on the Authentic Browser Edition; knowingly take any action that would cause the Authentic Browser Edition to be placed in the public domain; or use the Authentic Browser Edition in any computer environment not specified in this ADLA. You will comply with applicable law and Altova’s instructions regarding the use of the Authentic Browser Edition. You agree to notify your employees and agents who may have access to the Authentic Browser Edition of the restrictions contained in this ADLA and to ensure their compliance with these restrictions. You may not alter or modify the Authentic Browser Edition. The Authentic Browser Edition is licensed and distributed by Altova for viewing, distributing, sharing, and editing of XML files solely in connection with StyleVision Power Stylesheet(s), defined as .SPS files that are template files developed by Altova or its customers using Altova’s StyleVision application. You are not authorized to integrate or use the Authentic Browser Edition with any (a) StyleVision Power Stylesheet(s) not developed in accordance with the Altova Software License Agreement available at http://www.altova.com/eula (b) other software or enhancement that uses Inter Application Communication (IAC) to programmatically interface with Authentic Browser Edition for the purpose of (i) enabling additional functionality normally not available in Authentic Browser Edition, (ii) providing functionality that competes with other Altova products. 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 Authentic Browser Edition.

2. INTELLECTUAL PROPERTY RIGHTS

Acknowledgement of Altova's Rights. You acknowledge that the Authentic Browser Edition 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 Authentic Browser Edition are the valuable trade secrets and confidential information of Altova and its suppliers. The Authentic Browser Edition 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 software, and that Altova’s ownership rights extend to any images, photographs, animations, videos, audio, music, text and “applets” incorporated into Authentic Browser Edition and all accompanying printed materials. You will take no actions which adversely affect Altova’s intellectual property rights in the Authentic Browser Edition. 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 software, and such use of any trademark does not give you any right of ownership in that trademark. XMLSpy, MapForce, Authentic, StyleVision, MARKUP YOUR MIND, AXAD, NANONULL, and ALTOVA are trademarks of Altova GmbH (registered in numerous countries). Unicode and the Unicode Logo are trademarks of Unicode, Inc. Windows, Windows 95, Windows 98, Windows NT, Windows 2000 and Windows XP 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 AADLA does not grant you any intellectual property rights in the Authentic Browser Edition. Notifications of claimed copyright infringement should be sent to Altova’s copyright agent as further provided on the Altova Web site.

3. WARRANTY DISCLAIMER AND LIMITATION OF LIABILITY

(a) THE Authentic BROWSER EDITION IS PROVIDED TO YOU FREE OF CHARGE, AND ON AN “AS-IS” BASIS. ALTOVA PROVIDES NO TECHNICAL SUPPORT OR WARRANTIES FOR THE Authentic BROWSER EDITION. 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 Authentic BROWSER EDITION IS ERROR-FREE OR WILL OPERATE WITHOUT INTERRUPTION. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE Authentic BROWSER EDITION, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO 30 DAYS FROM THE DATE OF INSTALLATION OR USE. SOME STATES 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. YOU AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR THE ACCURACY AND ADEQUACY OF THE 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 SOFTWARE IN YOUR USE. WITHOUT LIMITATION, THE SOFTWARE IS NOT INTENDED FOR USE IN HAZARDOUS ENVIRONMENTS REQUIRING FAIL-SAFE CONTROLS INCLUDING WITHOUT LIMITATION THE OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION, COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL, LIFE SUPPORT, OR WEAPONS SYSTEMS, WHERE THE FAILURE OF THE SOFTWARE COULD LEAD TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE.

(b) 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 BROWSER EDITION, OR ANY PROVISION OF THIS ADLA, 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 FIFTY DOLLARS (USD. $50) 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 ADLA.

4. SOFTWARE ACTIVATION AND DATA USE

The Authentic Browser Edition may use your internal network and internet connection for the purpose of transmitting license-related data at the time of installation, registration 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 Authentic Browser Edition and to improve customer support. 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. In the event that Altova provides LiveUpdate notification service(s) to you, 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. 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 ADLA. By your acceptance of the terms of this ADLA or use of the Authentic Browser Edition, you authorize the collection, use and disclosure of information collected by Altova for the purposes provided for in this ADLA and/or the Privacy Policy as revised from time to time. European users understand and consent to the processing of personal information in the United States for the purposes described herein. Altova has the right in its sole discretion to amend this provision of the ADLA and/or Privacy Policy at any time. You are encouraged to review the terms of the Privacy Policy as posted on the Altova Web site from time to time.

5. EXPORT RULES AND GOVERNMENT RESTRICTED RIGHTS

The Authentic Browser Edition 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 is 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 ADLA. Manufacturer is Altova GmbH, Rudolfsplatz, 13a/9, A-1010 Vienna, Austria/EU. You may not use or otherwise export or re-export the Authentic Browser Edition or Documentation except as authorized by United States law and the laws of the jurisdiction in which the Authentic Browser Edition was obtained. In particular, but without limitation, the Authentic Browser Edition 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 Authentic Browser Edition, 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.

6. TERM AND TERMINATION

Without prejudice to any other rights or remedies of Altova, this ADLA may be terminated (a) by you giving Altova written notice of termination; or (b) by Altova, at its option, giving you written notice of termination or (c) Altova giving you written notice of termination if you fail to comply with the terms and conditions of the ADLA. Upon any termination of this ADLA, you must cease all use of Authentic Browser Edition, 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 Authentic Browser Edition remain in your possession or control. The terms and conditions set forth in Sections 1 (e), (f), (g), 2, 3, 5, 6 , and 7 survive termination of this agreement as applicable.

7. GENERAL PROVISIONS

If you are located in the European Union and are using the Authentic Browser Edition in the European Union and not in the United States, then this ADLA 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 Authentic Browser Edition 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.

If you are located in the United States or are using the Authentic Browser Edition in the United States then this ADLA will be governed by and construed in accordance with the law 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 Authentic Browser Edition 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 Massachusetts in connection with any such dispute or claim.

If you are located outside of the European Union or the United States and are not using the Authentic Browser Edition in the United States, then this ADLA 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 Authentic Browser Edition 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 ADLA 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. This ADLA 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 ADLA 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 ADLA 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 ADLA. This ADLA 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 ADLA 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 ADLA. If, for any reason, any provision of this ADLA is held invalid or otherwise unenforceable, such invalidity or unenforceability shall not affect the remainder of this ADLA, and this ADLA 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.

Last updated: 2004-09-22