ActiveState® Komodo® IDE License Agreement

Agreement Version: December 15, 2018

Please read carefully: THIS IS A LICENSE AND NOT AN AGREEMENT FOR SALE. By using and installing ActiveState’s Software or, where applicable, choosing the “I ACCEPT…” option at the end of the License you indicate that you have read, understood, and accepted the terms and conditions of the License. IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS, YOU SHOULD NOT ATTEMPT TO INSTALL THE SOFTWARE. If the Software is already downloaded or installed, you should promptly cease using the Software in any manner and destroy all copies of the Software in your possession. You, the user, assume all responsibility for the selection of the Software to achieve your intended results and for the installation, use and results obtained from the Software. If you have any questions concerning this, you may contact ActiveState via license@activestate.com.

This ActiveState Komodo IDE License Agreement (“License”) is made between ActiveState Software Inc. (“ActiveState”) as licensor, and (“You” or “Your”), as licensee, as of the date of your use of the Software (the Software is in use on a computer when it is loaded into the RAM or installed into the permanent memory (e.g., hard disk or other storage device) of that computer.). Any capitalized terms not defined in these License will be defined in the ActiveState® Platform Terms of Use and Service Agreement. By agreeing to the License, you also agree to the ActiveState® Platform Terms of Use and Service Agreement, as determined by the type of account you have with ActiveState, subject to features and User limits, as determined by your Subscription price, that will remain your price for the duration of the payment term; however, prices are subject to change at the end of a current Subscription term.

This License reflects ActiveState’s intent to retain full ownership of and control of the use and distribution of ActiveState Komodo and other applicable software (collectively the “Software”).

  1. Definitions.
    1. “Client” means a computer device used by a User for running the Software.
    2. “Subscription Confirmation” means Your rights to access and use Software, including the Subscription, and the number of authorized Users, as determined by the type of account you have.
    3. “Subscription” specifies the subscription term for the Software provided to You when you register as a User and that authorizes you to use the Software only in the following specific contexts provided herein.
  2. License Grant.
    1. The Software is provided on a per-User basis. If You comply with the terms of this License, You have the rights stipulated hereunder for each Subscription that You acquire. Your rights acquired in relation to the Software are limited to those necessary to enable You and its Users to effectively operate the Software. All other rights remain reserved to ActiveState.
    2. Unless the Subscription has expired, or this License is terminated in accordance with Section 3), then your use of the Software is subject to the terms and conditions specified herein, ActiveState grants You a non-exclusive and non-transferable right to use the Software covered by the Subscription as stipulated below:
      1. You may:
        1. Install and use any version of the Software covered by the Subscription on any number of Clients and on any operating system supported by the Software; and
        2. Make one backup copy of the Software solely for archival/security backup purposes.
      2. You may not:
        1. Allow the same Subscription to be used concurrently by more than one (1) User;
        2. Rent, lease, reproduce, modify, adapt, create derivative works of, distribute, sell, or transfer the Software;
        3. Provide access to the Software or the right to use the Software to a third party;
        4. Reverse engineer, decompile, disassemble, modify, or translate, or make any attempt to discover the source code of, the Software; or
        5. Remove or obscure any proprietary or other notices contained in the Product.
      3. Following the expiration of this License, the rights stipulated in Section 2) B) i) shall terminate.
      4. You acknowledge that no ownership right is conveyed to You under this License, irrespective of the use of terms such as “purchase” or “sale”. ActiveState has and retains all rights, title and interest, including all intellectual property rights, in and to the Software and any and all related or underlying technology, and any modifications or derivative works thereof.
      5. As long as You comply with the terms and conditions of this License, ActiveState grants to You a personal, non-exclusive, non-transferable, and limited license to use the Software solely to create, compile, test and deploy, in source or object code form, your own application programs (“Works”). You may create redistributable applications based on your unique development work using the Software and you may sublicense to end users of such Works (“End Users”) the personal, non-exclusive, non-transferable right to install and execute the files, and/or libraries that are necessary to use the Works created using the Software. Use of such files and/or libraries by such End Users is limited to runtime purposes only. You may not provide any End User with access to the development or interactive capabilities of the Software libraries or technology, nor may you expose the base programming language(s) as a scripting language within the Works to any such End User.
      6. Evaluation (Trial) Use. If the type of account you have authorizes Evaluation (Trial) Use, you may use the software only for evaluation purposes without payment of any subscription fees for a period of no more than twenty-one (21) days from the date of initiating the trial in your account.
      7. Application Service Provision. Any use of the Software in conjunction with ActiveState Platform and any updates to such services which may be provided by ActiveState from time to time. ActiveState hereby grants to You only the non-exclusive right and license to access, use, and transmit Your data with the Service. You shall access the Service only with procedures communicated by ActiveState and use the Service only for your internal business operations including affiliated entities that control, or are controlled by, You, and You shall not permit the Service to be used by or for the benefit of third parties. You shall not have the right to sublicense or sell rights to access or use the Service or to transfer or assign rights to access or use the Service, except as expressly provided herein. All rights not expressly granted to You herein are expressly reserved by ActiveState.
      8. Other Use. Any use of the Software other than the uses specified above requires a separate license from ActiveState and the payment of additional license fees as determined by ActiveState. Such additional redistribution options are available, at ActiveState’s sole discretion, on a case-by-case basis. Contact sales@activestate.com to discuss any redistribution options not covered by this license agreement. ActiveState reserves all rights not expressly granted to you herein.
  3. Term and Termination.
    1. The term of this Agreement will commence upon acceptance of this License by You as set forth in the preamble above and will continue for the Software through the end of the applicable Subscription period specified in the respective Subscription Confirmation. This License will automatically renew with respect to the Software for a successive Subscription terms, unless terminated as set forth herein. Notwithstanding the following if your Subscription is terminated for whatever reason and you have a perpetual license to the Software purchased on or before December 31, 2018 then your perpetual license with that said version of the Software will still be in effect as per the terms of that license.
    2. You may terminate this License at any time by cancelling the Subscription as set forth herein. If such termination occurs during a then-current Subscription period, this License will continue to be effective until the end of that Subscription period. Such termination does not relieve You of the obligation to pay any outstanding subscription fees owed to ActiveState, and no credits or refunds will be issued to You for prepaid Subscription fees).
    3. This License is effective until terminated. ActiveState may terminate this License immediately and without prior notice if you breach any term of this License or for any other commercially reasonable ground. In the event of any termination or expiration, you agree to immediately destroy and/or erase the original and all copies of the Software, any accompanying documentation and to discontinue their use and you will not retain or store the Software or any copies thereof, in any form or medium.
  4. Proprietary Rights.The Software is licensed, not sold, to you. ActiveState reserves all rights not expressly granted to you. Ownership of the Software and its associated proprietary rights, including but not limited to patent and patent applications, are retained by ActiveState. The Software is protected by the copyright laws of Canada and the United States and by international treaties. Therefore, you must comply with such laws and treaties in your use of the Software. You agree not to remove any of ActiveState’s copyright, trademarks and other proprietary notices from the Software.
  5. Distribution.Except as may be expressly allowed in Section 1, or as otherwise agreed to in a written agreement signed by both you and ActiveState, you will not distribute the Software, either in whole or in part, in any form or medium.
  6. Transfer and Use Restrictions.You may not sell, license, sub-license, lend, lease, rent, share, assign, transmit, telecommunicate, export, distribute or otherwise transfer the Software to others, except as expressly permitted in this License Agreement or in another agreement with ActiveState. In order to use the Software, you will require a valid account and agree to this License Agreement for the use of the Software. You will not disclose or provide access to your account to any other person or entity. You must comply with all applicable Canadian and other export control laws in your use of the Software. Except as may be expressly permitted above, you may not modify, reverse engineer, decompile, decrypt, extract or otherwise disassemble the Software.
  7. NO WARRANTY.ACTIVESTATE MAKES NO WARRANTIES WHATSOEVER REGARDING THE SOFTWARE AND IN PARTICULAR, DOES NOT WARRANT THAT THE SOFTWARE WILL FUNCTION IN ACCORDANCE WITH THE ACCOMPANYING DOCUMENTATION IN EVERY COMBINATION OF HARDWARE PLATFORM OR SOFTWARE ENVIRONMENT OR CONFIGURATION, OR BE COMPATIBLE WITH EVERY COMPUTER SYSTEM. IF THE SOFTWARE IS DEFECTIVE FOR ANY REASON, YOU WILL ASSUME THE ENTIRE COST OF ALL NECESSARY REPAIRS OR REPLACEMENTS. FURTHER, YOU ACKNOWLEDGES AND AGREES THAT THE INTERNET IS NOT ESTABLISHED OR MAINTAINED BY ACTIVESTATE, THAT ACTIVESTATE HAS NO CONTROL OVER THE INTERNET, AND THAT ACTIVESTATE IS NOT LIABLE FOR THE DISCONTINUANCE OF OPERATION OF ANY PORTION OF THE INTERNET OR POSSIBLE REGULATION OF THE INTERNET WHICH MIGHT RESTRICT OR PROHIBIT THE OPERATION OF THE SERVICE.
  8. DISCLAIMER.ACTIVESTATE DOES NOT WARRANT THAT THE SOFTWARE OR SERVICE IS FREE FROM BUGS, DEFECTS, ERRORS OR OMISSIONS. THE SOFTWARE OR SERVICE IS PROVIDED ON AN “AS IS” BASIS AND ACTIVESTATE MAKES NO OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, WITH RESPECT TO THE SOFTWARE OR SERVICE OR ANY ACCOMPANYING ITEMS INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, IN WHICH CASE THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
  9. LIMITATION OF LIABILITY.ACTIVESTATE WILL HAVE NO LIABILITY OR OBLIGATION FOR ANY DAMAGES OR REMEDIES, INCLUDING, WITHOUT LIMITATION, THE COST OF SUBSTITUTE GOODS, LOST DATA, LOST PROFITS, LOST REVENUES OR ANY OTHER DIRECT, INDIRECT, INCIDENTAL, SPECIAL, GENERAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, ARISING OUT OF THIS LICENSE OR THE USE OR INABILITY TO USE THE SOFTWARE OR SERVICE. IN NO EVENT WILL ACTIVESTATE’S TOTAL AGGREGATE LIABILITY (WHETHER IN CONTRACT (INCLUDING FUNDAMENTAL BREACH), WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, INTELLECTUAL PROPERTY INFRINGEMENT OR OTHER LEGAL THEORY) WITH REGARD TO THE SOFTWARE AND/OR THIS LICENSE EXCEED THE LICENSE FEE PAID BY YOU TO ACTIVESTATE. FURTHER, ACTIVESTATE WILL NOT BE LIABLE FOR ANY DELAY OR FAILURE TO PERFORM ITS OBLIGATIONS UNDER THIS LICENSE AS A RESULT OF ANY CAUSES OR CONDITIONS BEYOND ACTIVESTATE’S REASONABLE CONTROL.
  10. Publicity Rights.You have granted ActiveState the right to include your name and logo as a customer in product promotional material. You can deny ActiveState this right at any time by submitting a written request via email to marketing@activestate.com, requesting to be excluded from product promotional material. Requests made after purchasing may take up to thirty (30) calendar days to process.
  11. U.S. Government Restricted Rights Legend.If the Software is acquired by any agency or other part of the U.S. government in a transaction subject to the Federal Acquisition Regulations or the Defense Federal Acquisition Regulations, the Software is furnished with Restricted Rights. Use, duplication, or disclosure of the Software by the U.S. government is subject to all applicable restrictions set forth in such Regulations, as amended from time to time, including subparagraphs (c)(1) and (2) of the Commercial Computer Software -Restricted Rights clause at Section 48 C.F.R. 52.227-19.
  12. Application Server Operations.During the term hereof and subject to the terms and conditions hereof, ActiveState shall undertake commercially reasonable efforts to provide You with consistent Service (i) insulated from changes in the Internet, and (ii) sufficient for access twenty-four (24) hours per day, seven (7) days per week (“24 x 7”), except for routine maintenance. However, ActiveState, does not promise, guarantee, or warrant a 24 x 7 Service but ActiveState shall undertake commercially reasonable efforts during its normal business hours to restore promptly all failures of service at no additional charge to You. You shall be solely responsible at its expense, for: (i) internal network, hardware, software, and supported browsers sufficient to access the Service, and (ii) broadband Internet connections. If You require a guaranteed 24 x7 Service, you should contact ActiveState sales@activestate.com to discuss upgrading the License.
  13. Ownership.Title to the Proprietary Rights embodied in the software that generates the Service and other software installed on ActiveState’s Application Server or operating as part of ActiveState’s web site shall remain in and be the sole and exclusive property of ActiveState and its licensors. You shall not alter, change or remove any proprietary notices or confidentiality legends placed on or contained within ActiveState’s Application Server operating as part of ActiveState’s web site, the Service, or any other software installed on ActiveState’s Application Server.
  14. Confidentiality of Software Installed on ActiveState’s Application Server.You acknowledge ActiveState’s claim that the software installed on ActiveState’s Application Server embodies logic, design, and coding methodology which constitute valuable confidential information that is proprietary to ActiveState and its licensors. You shall safeguard the right to access the Service using the same standard of care which You uses for its similar confidential materials, but In no event less than reasonable care.
  15. Confidentiality of Your Data.All Your Data and/or information disclosed to ActiveState in connection with the performance of this Agreement (“Your Confidential Information”) shall be held as confidential by ActiveState and shall not, without Your prior written consent, be disclosed or be used for any purposes other than the performance of this Agreement. ActiveState shall safeguard the confidentiality of Your Confidential Information using the same standard of care which ActiveState uses for its similar confidential materials, but in no event less than reasonable care. Notwithstanding the forgoing, the term “Your Confidential Information” shall not be deemed to include information which: (i) is now, or hereafter becomes, through no act or failure to act on the part of ActiveState, generally known or available; (ii) is known by ActiveState at the time of receiving such information as evidenced by its written records; (iii) is hereafter furnished to ActiveState by a third party, as a matter of right and without restriction on disclosure; (iv) is independently developed by ActiveState as evidenced by its written and dated records and without any breach of this Agreement; or (v) is the subject of a written permission to disclose provided by You. Further notwithstanding the forgoing, disclosure of Your Confidential Information shall not be precluded if such disclosure: (i) is in response to a valid order of a court or other governmental body of Canada or the United States; (ii) is otherwise required by law; or (iii) is otherwise necessary to establish rights or enforce obligations under this Agreement, but only to the extent that any such disclosure is necessary.
  16. Entire Agreement.This License constitute the entire agreement between you and ActiveState regarding the Software and all accompanying documentation. If any provision is found to be invalid by a court of competent jurisdiction, the balance of the provisions will remain in full force and effect. This License will be governed by and construed in accordance with the laws of the Province of British Columbia, Canada, excluding its conflict of laws rules. The parties hereby attorn to the jurisdiction of the courts of the Province of British Columbia in the event of any dispute hereunder. The provisions of the U.N. Convention on Contracts For The International Sale of Goods (1980) and any successor Convention, will not apply to this License.
  17. Inurement.The rights, restrictions, limitations, disclaimers and remedies granted to, retained by, or for the benefit of ActiveState will inure to the benefit of and will be enforceable by ActiveState and its licensors, successors and assigns. You may not assign your rights, obligations and interest in and to this License without the prior written consent of ActiveState. The obligations, covenants and rights which apply to you will inure to your benefit and will be binding on you and your permitted successors and assigns.

    BY INSTALLING THE SOFTWARE, OR, WHERE APPLICABLE, CHOOSING THE “I ACCEPT…” OPTION, YOU INDICATE THAT YOU HAVE READ, UNDERSTOOD AND ACCEPT THE TERMS AND CONDITIONS OF THE LICENSE. IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS, YOU SHOULD NOT ATTEMPT TO INSTALL THE SOFTWARE.