Sceelix Software License Agreement

January 15, 2018
IMPORTANT! READ CAREFULLY: THE SCEELIX SOFTWARE LICENSE AGREEMENT (HEREINAFTER, THIS AGREEMENT) IS A LEGAL AGREEMENT. BY DOWNLOADING, INSTALLING, OR OTHERWISE USING THE SOFTWARE, YOU (LICENSEE AS DEFINED BELOW) BECOME A PARTY OF THIS AGREEMENT AND YOU AGREE TO BE BOUND BY ALL TERMS AND CONDITIONS OF THIS AGREEMENT.
IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT DOWNLOAD, INSTALL OR USE THE SOFTWARE.

1. Parties

(a) “Licensor” means The Sceelix Group (formerly OBVIOUSYELLOW – LDA, VAT number 513 908 080) and author of the Sceelix Software.
(b) “Licensee” means individual or a legal entity specified in the License Certificate (as defined below), exercising rights under and complying with all of the terms of this Agreement.

2. Definitions

(a) “Software” means the software program and all libraries provided by the Licensor, including its documentation and associated media, any third party software that is either integrated with or made part of the software program or libraries, and any modification, correction, enhancement, deletion or substitution (collectively, upgrades) that may be supplied by the Licensor.
(b) “Software Plugin” means a library, part of the Software that is developed and distributed separately by the Licensor.
(c) “API” means the Application Programming Interface made available by the Licensor in order to allow the development of extensions to the Software.
(d) “Official Website” refers to the website maintained by the Licensor at http://www.sceelix.com.
(e) “Community Plugin” means an extension to the Software that is developed, distributed and/or sold by a Software User.
(f) “Engine Libraries” means the portions of the Software which are identified as such on the Official Website.

3. Ownership

(a) The Software is the property of the Licensor. The Software is licensed for use, not sold. Title and copyrights to the Software, in whole and in part, all copies thereof, and all modifications, enhancements, derivatives and other alterations of the Software regardless of who made any modifications, if any, are and will remain, the sole and exclusive property of the Licensor.
(b) The Software is protected by copyright and other intellectual property rights. All rights to patents, copyrights, or any other intellectual property rights shall remain with the Licensor, or their respective owner.

4. Prohibited Uses

The Licensee may not:
(a) sell, rent, lease, sublicense or otherwise transfer the Software, or any portions of the Software (except as set forth in Paragraph 9 and 10 herein) to anyone without the prior written permission of the Licensor;
(b) decompile, disassemble, modify, translate or otherwise reverse engineer the Software to discover any source code or underlying algorithms of the Software;

5. Account Registration

The Licensee will need to register for a free Sceelix account, which can be used to access further Sceelix resources and services.

6. License Fees and Payments

The Licensee may use the Software free of charge.

7. Engine Library Redistributables

The Licensor grants to the Licensee the non-exclusive, royalty-free right to use and distribute the Engine Libraries under the following terms:
(a) The Licensee distributes the Engine Libraries in object code form only in conjunction with and as part of its software application product which adds significant and primary functionality, and is NOT a product that provides substantially the same functionality as or competes with the Software.
(b) The Licensee must include a valid copyright notice with that software product.
(c) The Licensee shall be solely responsible to respective customers for any update or support obligation or other liability which may arise from such distribution. The Licensee shall not use Licensor’s name or trademarks to market the software product without written permission of Licensor.
(d) The Licensee agrees to indemnify, hold harmless, and defend the Licensor from and against any and all liabilities, damages, losses, costs and expenses (including reasonable attorneys’ fees) arising from or related to any claim, action, proceeding or allegation that arises or results, either directly or indirectly, from the use and distribution of any of the Licensee’s software products or components.

8. Community Plugins

The Licensor grants to the Licensee the non-exclusive, royalty-free right to develop, sell and distribute new libraries that extend the functionality of the Software (the “Community Plugins”), through the available API, under the following terms:
(a) The Licensee shall be solely responsible to respective customers for any update or support obligation or other liability which may arise from such distribution. The Licensee shall not use Licensor’s name or trademarks to market the Community Plugin without written permission of Licensor.
(b) The Licensee agrees to indemnify, hold harmless, and defend the Licensor from and against any and all liabilities, damages, losses, costs and expenses (including reasonable attorneys’ fees) arising from or related to any claim, action, proceeding or allegation that arises or results, either directly or indirectly, from the use of the Licensee’s Community Plugins.

9. Consent to Data Collection; Privacy Policy Obligations

(a) You agree that the Software may send data to the Licensor to: (i) check for Software, Software Plugins and Community Plugins updates; (ii) provide any aggregated usage statistics of your use of the Software, Software Plugins, Community Plugins and the use of derived content that may or may not be redistributed and used by end users; (iii) or provide analytics. You acknowledge and agree that the Licensor may deliver messages and contact you about the Software, Software Plugins, Community Plugins and other Sceelix product and service offerings.
(b) In the case you redistribute Engine Libraries, you agree to distribute along with it a disclosure that the Licensor may collect data through the Licensee’s content that uses the Engine Libraries.

10. Support

The Licensor may provide consultancy/service/support via the Official Website (for example, using an internet forum) and/or e-mail, but is not obliged to offer such support.

11. Upgrades

Upgrades to new versions of the Software are optional and may be provided by Licensor either for free or at an additional charge pursuant to the upgrade terms set forth by Licensor at the Official Website or in a separate agreement between the Licensee and the Licensor (if applicable).

12. Confidentiality

The Software and materials provided by the Licensor are proprietary information of the Licensor. The Licensee agrees to take adequate steps to protect the Software from unauthorized disclosure or use. The Licensee will not disclose the Software in any form to any third party, except as otherwise provided herein.

13. Limitation of Liabilities

The Licensor’s liability, whether in contract, tort, or otherwise, arising out of the Licensee’s use of, or in connection with, the Software, or otherwise under this Agreement, shall not exceed the amount of the license fee paid by the Licensee to the Licensor. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE LICENSOR BE LIABLE FOR ANY SPECIAL, INCIDENTAL, 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 SOFTWARE, EVEN IF THE LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

14. Termination

This Agreement will terminate immediately without notice from the Licensor if the Licensee fails to comply with any of the terms and conditions hereof. Upon termination of this Agreement, the Licensee must delete the Software from its computers and archives. Licensee agrees that upon termination of this agreement for any reason, licensor may take actions so that software no longer operates.

15. Applicable Law

This Agreement shall be construed pursuant to the laws of the Portuguese Republic. These laws, excluding its conflicts of law rules, shall govern this Agreement and the Licensee’s use of the Application. This use may also be subject to other local, state, national, or international laws.

16. General

(a) The Licensor reserves the right at any time to cease the support of the Software and to introduce or alter prices, features, specifications, capabilities, functions, licensing terms, release dates, general availability or other characteristics of the Software.
(b) Titles are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement. If any term or provision of this Agreement should be determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term or provision or part shall to that extent be deemed not to form part of this license, but the validity of the remainder of this Agreement shall not be affected.
(c) The Licensor may make changes to this Agreement from time to time. Such changes will be posted on the Official Website as well as distributed with the Software. The Licensee is bound to the terms of this Agreement as it is posted or distributed at the most recent time the Licensee installs the Software or Upgrades.