License Agreement For Using Secure FTP API for Java

IMPORTANT! PLEASE READ CAREFULLY: THIS IS A LEGAL AGREEMENT BETWEEN THE LICENSOR (AS DEFINED BELOW), AND YOU (AS DEFINED BELOW). BY DOWNLOADING, INSTALLING, COPYING, SAVING ON YOUR COMPUTER, OR OTHERWISE USING THIS SOFTWARE, YOU ARE BECOMING A PARTY TO THIS AGREEMENT AND YOU ARE CONSENTING TO BE BOUND BY ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT.

IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, THEN YOU SHOULD NOT DOWNLOAD OR INSTALL THE SOFTWARE, YOU SHOULD NOT USE THE SOFTWARE, AND IF YOU HAVE ALREADY DOWNLOADED OR INSTALLED THE SOFTWARE YOU SHOULD REMOVE THE SOFTWARE FROM YOUR COMPUTER AND DESTROY ALL COPIES.

Upon Your acceptance of this License Agreement (the “Agreement”), the Licensor grants to You a non-exclusive and non-transferable license to use the Software, provided that You agree to the following:

DEFINITIONS

“Licensor” should be taken to mean jMethods, Inc., a Nebraska corporation, whose address is 19735 Jacobs Street, Omaha, Nebraska 68135, U.S.A. Licensor’s web address is www.jMethods.com.

“Licensee” shall be taken to mean the person, persons or legal entity exercising rights under, and complying with all of the terms of, this Agreement.

"Software" shall be taken to mean the jMethods computer program and documentation with which this Software License Agreement ("Agreement") is included and any updates or maintenance releases thereto.

“You” shall be taken to mean Licensee under this Agreement.

GRANT OF LICENSE

The Software and documentation which accompanies this Agreement is the property of the Licensor. Title and copyrights to the Software, in whole and in part and all copies thereof, and all modifications, enhancements, derivatives and other alterations of the Software regardless of who made any such modifications, if any, are, and will remain, the sole and exclusive property of the Licensor.

Licensee’s acceptance of this Agreement gives Licensee certain obligations and limited rights to use the Software as set forth in this Agreement.

Licensee may:

• save and use one copy of the Software on the hard disk of a single computer, which copy can be used by only one individual;
• make one copy of the Software for archival purposes;
• bundle and distribute the Software along with your own software provided that Licensee’s software uses or depends on the licensed Software.

Licensee may not:

• develop and/or sell a stand-alone FTP client that uses the licensed Software or its derivatives;
• sell, redistribute, encumber, give, lend, rent, lease, sublicense, or otherwise transfer the Software, or any portions of the Software, to anyone without the prior written consent of the Licensor;
• reverse engineer, decompile, disassemble, modify, translate, or make any attempt to discover the source code of the Software;
• install and run the Software from a network server, or use the Software on different computers, unless You acquire a license for each separate computer on which the Software is run.

For exceptions or modifications to this Agreement, please contact the Licensor.

REPRESENTATIONS AND WARRANTY

Licensee represents and warrants that:

• Liensee has the right to enter into this Agreement.
• Licensee’s use of the Software will not violate any applicable local, state, national or international law.

If Licensee has paid a license fee for the Software, then for a period of thirty (30) days from the date of purchase of the Software, the Licensor warrants the Software against any defects resulting from the electronic transmission process, and any Software media supplied by the Licensor’s will be free from defects in materials and workmanship. In the event of said defect, Licensor’s sole responsibility shall be to replace the defective Software.

DISCLAIMER OF WARRANTIES

THIS SOFTWARE IS PROVIDED “AS IS” AND THE LICENSOR MAKES NO REPRESENTATIONS OR WARRANTIES (WRITTEN OR ORAL). TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE LICENSOR, DISCLAIMS ALL WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER AND TO ANY PERSON OR ENTITY, INCLUDING, BUT NOT LIMITED TO, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS AND THOSE ARISING FROM A COURSE OF DEALING OR USAGE IN TRADE. NO WARRANTY IS MADE THAT ANY ERRORS OR DEFECTS IN THE SOFTWARE WILL BE CORRECTED, OR THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS.

LIMITATION OF LIABILITY

EXCEPT AS EXPRESSLY STATED ABOVE, IN NO EVENT SHALL THE LICENSOR BE LIABLE FOR DAMAGES TO OR THROUGH YOU, ANY END USER, OR ANY OTHER PERSON OR ENTITY FOR BREACH OF, ARISING UNDER, OR RELATED TO THIS AGREEMENT OR THE SOFTWARE OR SERVICE PROVIDED HEREUNDER, UNDER ANY THEORY INCLUDING, BUT NOT LIMITED TO, DIRECT, SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, OR SIMILAR DAMAGES (INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION OR DATA, OR ANY OTHER LOSS) WHETHER FORESEEABLE OR NOT, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE.

IN ANY CASE, LICENSOR’S ENTIRE LIABILITY UNDER ANY PROVISION OF THIS AGREEMENT SHALL BE LIMITED TO THE LESSER OF ACTUAL, PROVEN DIRECT DAMAGES OR THE AMOUNT ACTUALLY PAID BY YOU FOR THE SOFTWARE.

INDEMNIFICATION

Licensee agrees to indemnify, hold harmless and defend Licensor at Licensee’s expense, against any and all third-party claims, actions, proceedings and suits, and all related liabilities, damages, settlements, penalties, fines, costs or expenses (including, without limitation, reasonable attorneys’ fees and other litigation expenses incurred by Licensor arising out of or relating to Licensee’s (a) violation or breach of any term of this License, or (b) use or issue of.

TERMINATION

If You fail to comply with the terms and conditions of this Agreement, the Licensor may terminate this Agreement and Your right and license to use the Software. You may terminate this Agreement at any time by notifying the Licensor. Upon the termination of this Agreement, You must delete the Software from Your computer and archives.

GOVERNMENT END USERS

If You are acquiring the Software on behalf of any unit or agency of the United States Government, the following provisions apply. The Government agrees:

• if the Software is supplied to the Department of Defense (DoD), the Software is classified as “Commercial Computer Software” and the Government is acquiring only “restricted rights” in the Software and its documentation as that term is defined in Class 252.227-7013(c)(1) of the DFARS; and
• if the Software is supplied to any unit or agency of the United States Government other than DoD, the Government’s rights in the Software and its documentation will be as defined in Class 52.227-19(c)(2) of the FAR or, in the case of NASA, in Clause 18-52.227-86(d) of the NASA Supplement to the FAR.

EXPORT CONTROLS

The Software and all underlying information and technology is subject to U.S. export controls, including the Export Administration Regulations (“EAR”, 50 C.F.R. Parts 730-774), and may be subject to export or import regulations in other countries. Licensee is responsible for complying with all trade regulations and laws, both foreign and domestic.

GENERAL

If any provision of this Agreement shall be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from this Agreement and shall not affect the validity and enforceability of the remaining provisions of this Agreement. This Agreement will be governed by the laws of the State of Nebraska.

EACH PARTY ACKNOWLEDGES THAT IT HAS READ THIS AGREEMENT, UNDERSTANDS IT, AND AGREES TO BE BOUND BY ITS TERMS.