Complete license agreement

In this Agreement, the following capitalized terms have the meanings set forth below:

• "Software" means the computer programs, documentation, data, License Keys, and other content delivered to You by Softel vdm, Inc. through electronic delivery, including any updates and upgrades made available to You under an active Support Subscription.
• "Documentation" means the user manuals and technical documentation provided with the Software.
• "Redistributable Components" means the files identified as redistributable in the Redistributable Components section of this Agreement.
• "License Key" means the activation code or token issued by Softel vdm that authorizes use of the Software in accordance with the licensed tier and quantity.
• "Support Subscription" means the time-limited entitlement to receive updates, upgrades, and technical support for the Software, as described in the Updates and Support Subscription section.
• "You" or "Licensee" means the single, individual end-user (or, for a Multi-User License, each authorized end-user) accepting this Agreement.
• "Softel vdm", "we", "us", or "our" means Softel vdm, Inc.
• "Effective Date" means the date on which You first install or use the Software.

This is a license agreement and NOT an agreement for sale. It constitutes an agreement between You and Softel vdm. We continue to own the Software and all other copies (if any) that You are authorized by this Agreement to make. Your rights to use the Software are specified in this Agreement, and we retain all rights not expressly granted to You in this Agreement. Nothing in this Agreement constitutes a waiver of our rights under U.S. or international copyright law or any other federal or state law.

A Single User License is licensed for one (1) user. The licensed user may install the Software on any number of computers in their possession (for example, a desktop and a laptop), provided that only the licensed user accesses or uses the Software on those installations. It is the purchaser's and end-user's responsibility to insure that no other person uses the Software.

A Multi-User License is licensed for the number of users indicated on Your license invoice or in Your account record (any quantity greater than one). Each licensed user may install the Software on any number of computers in that user's possession (for example, a desktop and a laptop), provided that each such installation is used only by that licensed user. The same license number is used for all installations. It is the purchaser's and end-users' responsibility to insure that the licensed user count is never exceeded. Each licensed user, up to the licensed quantity, is subject to this Agreement and receives all rights and obligations herein.

Use of the Software is authorized by means of a License Key issued by Softel vdm. Each License Key authorizes use of the Software in accordance with the license tier purchased (Single User or Multi-User) and the licensed quantity. License Keys are personal to the Licensee. You may not share, publish, post, sell, or otherwise disclose Your License Key to any third party except as part of a permitted transfer of license under the Right to Transfer. Softel vdm reserves the right to suspend or revoke any License Key that it determines, in its reasonable judgment, has been compromised, leaked, or used in violation of this Agreement.

You are granted the following rights to the Software:

• Right to Install and Use - You may install and use the Software on any number of computers in Your possession, provided that the Software is used only by You. For a Multi-User License, each authorized user (up to the licensed quantity) has the same right and may install and use the Software on any number of computers in that user's possession, provided each such installation is used only by that licensed user. The Software is "installed" on a computer when it is placed on a computer's hard disk or other secondary storage device. The Software is "in use" on a computer when it is executed or loaded into the computer's RAM or other primary memory. You may not grant access to the Software (or any portion of it) or allow use of the Software (or any portion of it) by other users, unless each additional user is licensed to use the Software.
• Right to Copy - You may copy the Software for back-up and archival purposes, provided that the original and each copy is kept in Your possession and that Your installation and use of the Software does not exceed that allowed in the "Right to Install and Use" section above.
• Right to Modify - You may modify the Software and/or merge it into another computer program to the extent necessary for Your own use, but any portion of the Software merged into another computer program will continue to be subject to this Agreement.
• Right to Transfer - You may not rent, lend, or lease the Software. You may, however, transfer this license to another single, individual end-user on a permanent basis by transferring the Software along with a copy of this Agreement and all accompanying Documentation. To transfer a license You must notify us in writing at the time of the transfer. Such transfer of possession terminates Your license from us, and You must destroy all copies of the Software not transferred and recall and destroy any Redistributable Components in Your possession that are not embedded in already-deployed end-user applications. The end-user to whom You transfer the Software shall be licensed under this Agreement upon acceptance of this Agreement by the initial use of the Software.  If the Software is an upgrade (usually an upgrade from a prior or base version), any transfer must include all prior and/or base versions of the Software.

• You may not use, copy, modify, merge, or transfer copies of the Software except as expressly authorized in this Agreement.
• You may not grant access to the Software or allow use of the Software by other users (unless each additional user is licensed to use the Software).
• You may not use any back-up or archival copies of the Software (or allow someone else to use such copies) for any purpose other than to replace an original copy if it is destroyed or becomes defective.
• You may not incorporate or use the Software (or portions thereof) in an environment which bypasses or avoids the licensing requirements of the Software. An example of such prohibited use is the creation of a Visual Basic UserControl which allows unlicensed users use of the Software in design-time mode without proper license.
• You may not distribute Redistributable Components for development, compilation, debugging or similar design-time purposes.  An example of such prohibited use is the distribution and/or use of redistributable DLLs by unlicensed developers or programmers.
• You may not disassemble, decompile, or "unlock", reverse translate, or in any manner decode the Software for any reason, except to the extent that such restriction is expressly prohibited by applicable law (for example, EU Directive 2009/24/EC, Article 6, governing decompilation for interoperability).
• You may not place the Software onto a server or other multiple user arrangement so that the Software or portions of the Software are accessible to third parties (unless each additional user is licensed to use the Software).
• You may not sublicense, lease, rent, or grant rights in the Software to others.

Each new license includes a Support Subscription valid for one (1) year from the Effective Date. During an active Support Subscription, You are entitled to all updates and upgrades for the licensed product released by Softel vdm, including bug-fix releases, minor-version updates, and major-version upgrades within that product line, at no additional charge. You are also entitled to technical support during this period.

After the initial one-year period, You may renew Your Support Subscription for additional twelve-month terms by paying the then-current renewal fee. Updates and upgrades released after Your Support Subscription has expired require an active subscription to install and use; You may continue to use any version of the Software released during a period in which Your Support Subscription was active.

During product registration and license verification, the Software transmits to Softel vdm only the information You enter (such as Your name and address), Your License Key, and the date and time of registration or verification. Softel vdm does not collect telemetry, usage statistics, or other personal data through the Software. Information collected is processed solely to administer Your license and to provide support, in accordance with our Privacy Policy at https://softelvdm.com/About/Privacy Policy.

The Software does not incorporate any third-party open-source components.

For products that contain redistributable portions, the following table shows the respective redistributable files. These files can be distributed with Your completed end-user application(s), for run-time purposes only, under the terms of this Agreement without any royalty payments.  No other files (including, but not limited to, source files, header files, etc.) may be distributed.   Redistributable files cannot be distributed for development, compilation, debugging or similar design-time purposes.  In the event that a license is terminated, the rights to make any new distribution of these files is also terminated, but end-users of applications that already embed the Redistributable Components in compliance with this Agreement may continue to use them within those applications (see Termination).

All products include Softelvdm.OCXHelper.dll, Softelvdm.OCXHelperV2.dll, Softelvdm.NETHelper.dll, Softelvdm.NETHelper_x64.dll, which are redistributable royalty-free.

After product installation, the Software must be registered before it can be used. Only one user is authorized to register and use the Software as outlined in this Agreement, except as provided under a Multi-User License. A separate license is required for each user of any portion of the Software (excluding Redistributable Components used for run-time purposes).

The product registration process is a mandatory electronic process designed to indicate acceptance of this Agreement, update the product's end-user information in Softel vdm's records, count installations of the Software, and to determine the number of users using the Software. The Software will not operate without registration. Providing false, misleading, or incomplete registration information or use of any part of the product without registration is cause for termination of the license.

Licenses are registered at the time of installation of the Software, through Softel vdm's License Manager application (requires Internet access on the computer where the Software is installed) or through an online process on Softel vdm's web site (requires Internet access and is possible from any computer, not just the computer where the Software is installed).  Once registered, actual use of the Software does not require Internet access.

Successful registration and/or re-registration cannot be construed as legitimate use. Registration and re-registration of the Software is an accounting tool and not an enforcement tool. Registration and re-registration of the Software is immediate or may be rejected (for example, if the license has been previously suspended or terminated, generally due to a violation of the license agreement or copyright infringement). Repeat registration of this Software beyond the licensed use may result in license termination, however, the user has the option of providing information at the time of re-registration explaining the purpose or need for re-registration.

The DLL, OCX, or Assembly component source code (if available) is provided as-is. We continue to own the source code provided, even if modified by You. You may not allow access to or grant use of the source code (even if modified by You) or other portions of the Software to other users (unless each additional user is licensed to use the Software). Copyright notices may not be removed and must remain intact. Any computer program derived from our product source code must include a copyright notice visible to the end-user of Your program, usually in the About screen of Your program.

For Multi-User Licenses, Softel vdm may, upon thirty (30) days' prior written notice and not more than once per twelve (12) month period, audit Your use of the Software to verify compliance with this Agreement. You will provide reasonable cooperation. If the audit reveals over-deployment exceeding five percent (5%) of the licensed quantity, You will pay the reasonable cost of the audit in addition to the license fees for the over-deployed copies at then-current pricing.

The Software is general-purpose user-interface component software. It is not designed, manufactured, or intended for use in environments requiring fail-safe performance, including without limitation life-support systems, medical devices, nuclear facilities, aircraft navigation or communication, air-traffic control, weapons systems, hazardous-materials control, or any other application in which failure of the Software could reasonably be expected to lead to death, personal injury, or severe physical or environmental damage ("High-Risk Activities"). Softel vdm specifically disclaims any express or implied warranty of fitness for High-Risk Activities. You assume all risk and liability for any such use.

We warrant that, for thirty (30) days from the date You acquired the Software from us or our authorized dealers, the Software will perform substantially in accordance with the Documentation accompanying the Software.

Our entire liability and Your sole and exclusive remedy for breach of the foregoing warranty shall be, at our option, to either (1) return the purchase price, or (2) repair or replace the Software that does not meet the foregoing limited warranty if You provide us with a copy of Your receipt. This limited warranty is void if failure of the Software is caused by accident, abuse, or violation of this Agreement. Any replacement Software will be warranted as above for the remainder of the original warranty period, or thirty (30) days from the date we deliver it to You, whichever is longer.

WE DO NOT WARRANT THAT THIS SOFTWARE WILL MEET YOUR REQUIREMENTS OR THAT ITS OPERATION WILL BE UNINTERRUPTED OR ERROR-FREE. TO THE EXTENT ALLOWED BY LAW, WE EXPRESSLY DISCLAIM ALL EXPRESS WARRANTIES NOT STATED HERE AND ALL IMPLIED WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

This limited warranty gives You specific legal rights, and You may also have other legal rights which vary from State to State. 

Warranty inquiries may be sent to: Softel vdm, Inc., 5401 S Kirkman Rd, Suite 310, Orlando, FL 32819, USA.

OUR LIABILITY TO YOU FOR ANY LOSSES SHALL BE LIMITED TO DIRECT DAMAGES AND SHALL NOT EXCEED THE AMOUNT YOU ORIGINALLY PAID FOR THE SOFTWARE. IN NO EVENT WILL WE BE LIABLE TO YOU FOR ANY INCIDENTAL, INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF PROFITS), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

This section applies to all acquisitions of the Software by or for the federal government. By accepting delivery of the Software, the government hereby agrees that the Software qualifies as "commercial" computer software as that term is used in the acquisition regulations applicable to this procurement and that the government's use and disclosure of the Software is controlled by the terms and conditions of this Agreement to the maximum extent possible. This Agreement supersedes any contrary terms or conditions in any statement of work, contract, or other document that are not required by statute or regulation. If any provision of this Agreement is unacceptable to the government, Vendor may be contacted at Softel vdm, Inc., 5401 S Kirkman Rd, Suite 310, Orlando, FL 32819, USA, (941) 505-8600. If any provision of this Agreement violates applicable federal law or does not meet the government's actual, minimum needs, the government agrees to return the unused Software for a full refund.

The following statement applies only to procurements governed by DFARS Part 227.4 (OCT 1988): The enclosed Software is provided with Restricted Rights -- Use, duplication, or disclosure by the U.S. Government or any of its agencies or instrumentalities is subject to restrictions as set forth in subparagraph (c)(1)(ii) [or (i)] of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 (OCT 1988). Contractor Manufacturer is Softel vdm, Inc., 5401 S Kirkman Rd, Suite 310, Orlando, FL 32819, USA.

You acknowledge that the Software is subject to the export control laws and regulations of the United States, including the U.S. Export Administration Regulations (EAR), and may also be subject to the export control laws of other jurisdictions, including those of the European Union and the United Kingdom. You agree to comply with all applicable export and re-export laws and regulations, and not to export, re-export, or transfer the Software, directly or indirectly, to any country, person, or entity prohibited by such laws. You represent and warrant that You are not located in, under the control of, or a national or resident of any country subject to a U.S. embargo or designated by the U.S. Government as a "terrorist supporting" country, and that You are not on any U.S. Government list of denied, restricted, or sanctioned parties (including the U.S. Treasury Department's OFAC Specially Designated Nationals list, the U.S. Commerce Department's Denied Persons List or Entity List, or any equivalent list maintained by the European Union, the United Kingdom, or the United Nations).

This Agreement is effective until terminated. You may terminate this Agreement at any time by destroying all copies of the Software in Your possession. This Agreement and Your right to use the Software automatically terminate, without notice, if You fail to comply with any material provision of this Agreement. Your license to use the Software also terminates if You assign this Agreement to someone else outside the Right to Transfer. Upon termination, You must stop all use of the Software and must destroy any copies that remain in Your possession.

Termination of this Agreement does not affect the right of end-users of Your application(s) that, prior to termination, embedded Redistributable Components in compliance with this Agreement, to continue using such embedded Redistributable Components within those already-deployed applications. Upon termination, however, You shall not make any new distribution, deployment, or installation of the Redistributable Components, and You must destroy all copies in Your possession that are not embedded in already-deployed end-user applications.

The following sections survive termination or expiration of this Agreement: Definitions, Ownership And License, License Keys and Activation, Prohibited Uses, Privacy and Data Collection, DLL, OCX, Assembly Source Code, Audit, High-Risk Use Disclaimer, Limited Warranty, Exclusive Remedies, WARRANTY DISCLAIMER, LIMITATION OF LIABILITY, United States Government Restricted Rights, Export Controls, Termination, Notices, Assignment, Force Majeure, No Waiver, Language, and Miscellaneous Provisions.

All legal notices to Softel vdm under this Agreement must be sent by email to legal@softelvdm.com or by mail to Softel vdm, Inc., 5401 S Kirkman Rd, Suite 310, Orlando, FL 32819, USA. Softel vdm may give notice to You by email to the address You provided at registration, by message displayed within the Software, or by posting notice on the Softel vdm web site.

You may not assign or otherwise transfer this Agreement, in whole or in part, except as expressly permitted under the Right to Transfer. Any attempted assignment or transfer in violation of this section is void. Softel vdm may assign this Agreement, in whole or in part, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.

Neither party shall be liable for any failure or delay in performance under this Agreement (other than payment obligations) due to causes beyond its reasonable control, including without limitation acts of God, war, terrorism, civil unrest, government action, labor disputes, internet or telecommunications failures, power failures, or pandemic.

Failure by either party to enforce any provision of this Agreement on any occasion shall not constitute a waiver of that provision or of any other provision, nor preclude enforcement of that provision on any subsequent occasion.

This Agreement was drafted in English. If translated into any other language for Your convenience, the English version controls in the event of any conflict or inconsistency.

This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of Florida. You consent to the exclusive jurisdiction and venue in the federal courts in Florida unless no federal subject matter jurisdiction exists, in which case You consent to the exclusive jurisdiction and venue in the courts of Florida. You waive all defenses of lack of personal jurisdiction and forum non conveniens. Process may be served on either party in the manner authorized by applicable law or court rule. 

If any provision of this Agreement shall be held by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the remaining provisions shall remain in full force and effect.

This Agreement constitutes the entire agreement between the parties with regard to the subject matter and supersedes all prior agreements or communications.

If You have any questions about this Agreement, write to us at Softel vdm, Inc., 5401 S Kirkman Rd, Suite 310, Orlando, FL 32819, USA, legal@softelvdm.com, or call us at (941) 505-8600.