MGMaps Lib SDK

MGMaps Lib SDK is open source toolkit to develop mobile mapping applications.
Keywords: MGMaps, OpenStreetmap, J2ME
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Last at Mon, 5 Jan 2009 19:19:48 +003GMT
Topic: Release 0.8.0
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MGMAPS PRO LICENSE AGREEMENT (For CLDC/MIDP platforms)

This is a legal agreement (referred to as this "Agreement") between you
(either an individual or a single entity) and Cristian Streng (Licensor)
for the MGMaps Pro SDK software product on the CLDC/MIDP platform (the
"Supported platforms") accompanying this Agreement, which includes
computer software in source code and accompanying documentation and
samples and may include associated media and printed materials (the
"Product").

You must read and agree to this Agreement and terms and make payment of
license fees hereunder BEFORE installing the Product or using the
Product in any way. If you do not agree to the license terms and
payment, do not download, install or use the Product.

BY CLICKING THE ACCEPTANCE BUTTON OR DOWNLOADING OR INSTALLING OR USING
THE PRODUCT, YOU ARE CONSENTING TO BE BOUND BY AND BECOME A PARTY TO
THIS AGREEMENT.

This Agreement represents the entire agreement concerning the Product
between you and Cristian Streng (referred to as "Licensor"), and it
supersedes any prior proposal, representation, or understanding between
the parties relating to the subject matter hereof.

1. LICENSE GRANT. Upon receipt by Licensor of the of the License Fee and
subject to your compliance with the terms and conditions of this
Agreement, Licensor hereby grants to you, and you accept, a
non-exclusive and non-transferable license to use the Product only as
authorized in this License Agreement and on the applicable price list of
the software. The license granted under this Agreement is only for use
in the Supported platforms and the use of the source code in an
application developed and owned by you for the Supported platforms (an
"Authorized Application"). During the term of this Agreement, you are
authorized to sublicense the code of the Product but only to your end
user customers for Authorized Applications and only in format of binary
obfuscated object code. All such licensees and sublicensees by you must
agree to include in the "about box" and in any printed or online
documentation for or containing the Authorized Application the following
information: "This product includes Nutiteq MGMaps Pro software
(http://www.nutiteq.com/)." You acknowledge and agree that the Product
will be used by you only in connection with your Authorized
Applications. You agree that you will not assign, sublicense, transfer,
pledge, lease, rent, or share your rights under this Agreement, except
that you may sublicense the obfuscated object code in Authorized
Applications as provided above. Except as authorized under this
paragraph, no copies of the Product or any portions thereof may be made
by you or any person under your authority or control.

The licensor grants the licensee for the period of this agreement the
non-exclusive and individual right to install and use the software on as
many computers as desired. Additionally rights depend on the type of
license that is purchased:

1.1. For each purchased "Single" license the software can be used to
develop a single mobile application, which can be sold by the licensee
any number of times. It is possible to purchase several "Single"
licenses. A single application can also include design variations,
customizations and device specific ports, as long as the average user of
such an application would recognize it as a single application.

a. The licensee of a Single license receives any updates within at least
the 12 months following the purchase.

b. The licensee receives support free of charge for the first two months
after the purchase via email. Answers are given within a working week.

1.2. When an "Enterprise" license has been purchased, the licensee can
use the software to develop any number of applications which can be sold
any number of times.

a. The licensee of an Enterprise receives any updates at least the 12
months following the purchase.

b. The licensee receives support free of charge for the six two months
after the purchase via email or telephone. The licensee can optionally
obtain additional support after the free support period. Answers are
given within five working days, bugfixes are provided as soon as
possible.

c. Up to one man-week of feature requests are implemented for free
within specified time-frames.

2. LICENSOR'S RIGHTS. You acknowledge and agree that the Product
including without limitation, software, documentation and samples are
proprietary products of Licensor protected under copyright laws and
international copyright treaties, as well as other intellectual property
laws and treaties. You further acknowledge and agree that all right,
title and interest in and to the Product, including associated
intellectual property rights, are and shall remain with Licensor. The
Product is licensed, not sold. This Agreement does not convey to you an
interest in or to the Product, but only a limited right of use revocable
in accordance with the terms of this Agreement. This Agreement does not
grant you any rights to patents, copyrights, trade secrets, trademarks,
or any other rights with respect to the Product.

3. LICENSE FEE. Upon execution of this Agreement, you shall pay to
Licensor, a non-refundable one time License Fee in the amount specified
for the Product in consideration for the nonexclusive license granted
under this Agreement.

4. NOT FOR RESALE OR RENT. You may not resell, rent, lease, license,
lend or otherwise transfer for value or otherwise, the Product to third
parties. You do not have the right and must not redistribute the Product
or charge money for the Product or any derivative except as integrated
in the Authorized Application pursuant to Section 1 above.

5. TERM. This Agreement shall commence upon on the date of the your
earliest acceptance of this Agreement by either clicking the acceptance
button or downloading or installing or using the Product or making
payment of the License Fee, as set forth above (the "Effective Date"),
and subject to payment of the License Fee remain in effect until
terminated (a) by you by destroying all copies of the Product, its
documentation and component parts received or made by you, or (b) by
Licensor upon the breach by you of any term hereof. Upon termination of
this Agreement, you agree to cease distributing the Product to others
and to terminate your sublicenses and distribution of Licensor�s Product
to others. Upon termination you agree to destroy all copies of the
Product, its documentation and component parts received or made by you.

6. UPDATES. Updates are provided according to licensed package during
the term of this license and support contract.

6.1. The licensee recognizes and accepts that it is not possible to
guarantee absolute freedom of defects at the current state of the
technology due to the complexity of the software in question.

6.2. The License Fee includes updates depending on purchased product
option, for limited time. Any other Updates which may be provided in
Licensor's discretion may require payment of additional license fees or
payments.

6.3. Error Corrections are Licensor in ASAP basis, when available.
Licensor provides error corrections in the first priority, but there is
no specific term to fix specific errors. Remedy is provided according to
purchased support contract, if technically possible. Error can be
declared as not to be fixed, if licensor finds problem specific to
particular device.

6.4. You acknowledge and agree that you shall be solely responsible for
maintaining and supporting any Authorized Application, and you shall be
responsible for all engineering resources necessary for such maintenance
and support. You shall not refer any of your sublicensees, end users,
customers or any other person to Licensor for support.

7. DISCLAIMER OF WARRANTY YOU ACKNOWLEDGE THAT THE PRODUCT AND ALL
INFORMATION SUPPLIED BY LICENSOR UNDER THIS AGREEMENT IS PROVIDED BY
LICENSOR "AS IS" AND WITHOUT WARRANTY OF ANY KIND. LICENSOR HEREBY
DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE SAME,
INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF DESIGN MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR WARRANTIES
ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE.

8. LIMITATION OF LIABILITY

8.1. NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL,
INCIDENTAL, OR CONSEQUENTIAL DAMAGE IN CONNECTION WITH OR ARISING OUT OF
OR RELATING TO THIS AGREEMENT (INCLUDING LOSS OF BUSINESS, REVENUE,
PROFITS, USE, DATA, OR OTHER ECONOMIC ADVANTAGE), HOWEVER IT ARISES,
WHETHER FOR BREACH OR IN TORT (INCLUDING NEGLIGENCE), EVEN IF THAT PARTY
HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. LIABILITY
FOR DAMAGES SHALL BE LIMITED AND EXCLUDED, EVEN IF ANY EXCLUSIVE REMEDY
PROVIDED FOR IN THIS AGREEMENT FAILS OF ITS ESSENTIAL PURPOSE.
LICENSOR'S CUMULATIVE LIABILITY TO YOU OR ANY OTHER PERSON FOR ANY LOSS
OR DAMAGES RESULTING FROM ANY CLAIMS, DEMANDS, OR ACTIONS ARISING OUT OF
OR RELATING TO THIS AGREEMENT SHALL NOT IN THE AGGREGATE EXCEED THE
LICENSE FEE PAID TO LICENSOR FOR THE USE OF THE PRODUCT. IN NO EVENT
SHALL LICENSOR BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL,
SPECIAL, OR EXEMPLARY DAMAGES OR LOST PROFITS, EVEN IF LICENSOR HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTHING IN THIS AGREEMENT
SHALL BE CONSTRUED AS A WARRANTY OR REPRESENTATION BY LICENSOR THAT THE
PRODUCT WILL BE FREE FROM INFRINGEMENT OF THE INTELLECTUAL PROPERTY
RIGHTS OF THIRD PARTIES. LICENSOR HEREBY EXPRESSLY DISCLAIMS AND SHALL
NOT BE RESPONSIBLE FOR ANY LIABILITY ARISING AS A RESULT OF OR IN
CONNECTION WITH ANY CLAIM OR SUIT ALLEGING THAT THE USE OF LICENSOR
TECHNOLOGY OR THE PRODUCT INFRINGES THE INTELLECTUAL PROPERTY RIGHTS OF
ANY THIRD PARTY.

8.2. You shall have the sole responsibility for adequate protection and
backup of data and/or equipment used with the Product and you or any
other person shall not make any claim against Licensor for lost data,
re-run time, inaccurate output, work delays, or lost profits resulting
from the use of the Product or any portion thereof.

9. MISCELLANEOUS

9.1. You agree to cooperate with Licensor and take all reasonable
actions required to vest and secure in Licensor the ownership rights and
appurtenant intellectual property rights as provided in this Agreement.
Should any such rights vest in you by operation of law or otherwise in a
manner inconsistent with the parties' intentions as expressed in this
Agreement, then you shall upon request by Licensor, promptly make the
appropriate and necessary assignment of rights to Licensor, and/or
otherwise take all steps reasonably requested to conform the parties'
respective ownership rights with this Agreement, including but not
limited to the execution of recordable instruments and other documents
necessary to perfect such assignments.

9.2. Except as provided in Section 1, you may not assign or otherwise
transfer any of your rights or obligations under this Agreement, without
the prior written consent of the Licensor. This Agreement is made for
the benefit of the parties hereto, and not for the benefit of any third
parties. The relationship between Licensor and you is that of
independent contractors and neither you nor any of your agents shall
have any authority to bind Licensor in any way.

9.3. Any express waiver or failure to exercise promptly any right under
this Agreement will not create a continuing waiver or any expectation of
non- enforcement.

9.4. The headings used herein are for reference only and shall not be
considered as substantive parts of this Agreement.

9.5. Any action related to this Agreement will be governed by the law of
Estonia and the choice of law rules of any jurisdiction shall not apply.
The parties agree that any action shall be brought and venued
exclusively in Tartu, Estonia, in the Tartu County Court and the parties
hereby consent to the exclusive jurisdiction of that court.

9.6. You acknowledge and agree that any violation or threat of violation
hereof will result in irreparable harm to Licensor for which damages
would not be an adequate remedy and, therefore, in addition to its
rights and remedies otherwise available at law, including without
limitation the recovery of damages for breach of this Agreement,
Licensor shall be entitled to immediate equitable relief, including both
interim and permanent injunctions, to prevent any unauthorized use or
disclosure, and to such other and further equitable relief as the court
may deem proper under the circumstances.

9.7. Export Control. All Software and technical information delivered
under this Agreement may be subject to export or import regulations. You
agree to strictly comply with all such laws and regulations. This
Agreement shall not be governed by the United Nations Convention on
Contracts for the International Sale of Goods. If any provision in this
Agreement should be held illegal or unenforceable, such provision shall
be modified to the extent necessary to render it enforceable without
losing its intent, or severed from this Agreement if no such
modification is possible, and other provisions of this Agreement shall
remain in full force and effect.

9.8. This Agreement is the parties' entire agreement relating to its
subject matter. It supersedes all prior oral or written communications,
proposals, representations, and warranties relating to its subject
matter. No modification to this Agreement will be binding, unless in
writing and signed by each party.