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Telerik End User License Agreement for Progress Sitefinity

(Last Updated May 26, 2016)

IMPORTANT - PLEASE READ THIS END USER LICENSE AGREEMENT (THE "AGREEMENT") CAREFULLY BEFORE ATTEMPTING TO DOWNLOAD OR USE ANY SOFTWARE, DOCUMENTATION, OR OTHER MATERIALS MADE AVAILABLE UNDER THIS AGREEMENT. THIS AGREEMENT CONSTITUTES A LEGALLY BINDING AGREEMENT BETWEEN YOU OR THE COMPANY WHICH YOU REPRESENT AND ARE AUTHORIZED TO BIND (the "Licensee" or "you"), AND TELERIK AD ("Telerik" or "Licensor"). PLEASE CHECK THE "I HAVE READ AND AGREE TO THE END USER LICENSE AGREEMENT" BOX AT THE BOTTOM OF THIS AGREEMENT IF YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. BY CHECKING THE "I HAVE READ AND AGREE TO THE END USER LICENSE AGREEMENT" BOX AND/OR BY PURCHASING, DOWNLOADING, INSTALLING OR OTHERWISE USING THE SOFTWARE MADE AVAILABLE BY TELERIK THROUGH THIS WEBSITE, YOU ACKNOWLEDGE (1) THAT YOU HAVE READ THIS AGREEMENT, (2) THAT YOU UNDERSTAND IT, (3) THAT YOU AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS, AND (4) TO THE EXTENT YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY, YOU HAVE THE POWER AND AUTHORITY TO BIND THAT COMPANY.

Content Management System and/or .NET component vendors are not allowed to use the Software (as defined below) without the express permission of Telerik. If you or the company you represent is a Content Management System and/or .NET component vendor, you may not purchase a license for or use the software unless you contact Telerik directly and obtain permission.

Introduction

Progress Sitefinity is Telerik’s proprietary website development and administration software product (“Sitefinity”). Kendo UI Professional (“Kendo”), UI for ASP.NET AJAX, UI for Silverlight, and Data Access (collectively “UI Controls”) are Telerik proprietary software development tools that can be used to assist in the website development process. Sitefinity, Kendo and UI Controls are collectively referred to as the “Programs”. This Agreement is divided into three articles. Article I of this Agreement sets forth the terms and conditions on which you may use the Software on a non-commercial, internal basis for a limited trial period to evaluate the Software. If at the end of the trial period you choose to obtain a commercial license for the Software, Article II of the Agreement sets forth the terms and conditions on which you may use the Software on a commercial basis. Article III applies to both trial and commercial use of the Software.

Article I Trial License

This Article I applies only to your trial use of the Software. It gives you no rights to use the Software for commercial purposes.

1. Software License

1.1 Trial License Grant. Subject to the terms and conditions set forth in this Agreement, Telerik hereby grants to Licensee and Licensee hereby accepts, a time-limited, non-transferable, nonsublicensable, royalty-free, non-exclusive license (the "Trial License") to (a) install and use internally the Programs and any accompanying documentation (the "Documentation", together with the Programs, collectively the "Software") solely for the purpose of evaluating whether Licensee would like to obtain a commercial license for the Software. This Trial License is valid for thirty (30) days after Licensee uses a license key provided by Telerik to access the trial version of the Software. At the end of such thirty (30) days, the Trial License shall automatically expire, and lockout functions within the Software will cause the Software to stop functioning unless Licensee obtains a commercial license for the Software.

1.2 License Restrictions. The foregoing Trial License is conditioned upon Licensee’s adherence to the following restrictions:

1.2.1 The Software may be used only for the purpose of internally evaluating whether you wish to obtain a commercial license for the Software. In no event may you use the Software for production use in administering a publicly viewable website.

1.2.2 You may not sublicense, distribute, publish, transfer, rent, lease or otherwise make available the Software to any third parties. You may not permit third parties to access and use the Software on a time-sharing or service bureau basis.

1.2.3 To the fullest extent permitted by applicable law, you may not disassemble, decompile or "unlock", decode or otherwise reverse translate or engineer, or attempt in any manner to reconstruct or discover any source code or underlying algorithms of Software that is provided to you in object code form only. Under no circumstances may any portion of the Software’s source code or any modified version of the source code be distributed, disclosed or otherwise made available to any third party.

1.2.4 You may not circumvent any technical limitations included in the Software.

1.2.5 You may not use the Software as a whole, or any of its components, as a basis for creation of another software product that has the same or similar functionality as the Software.

1.2.6 You may not remove, alter or obscure any Telerik trademarks, logos, tag lines or other Telerik branding included in the Software.

1.3 Third Party Software

1.3.1 Open Source.  Any Open Source Software that may be delivered by Telerik embedded in or in association with Telerik products is provided pursuant to the open source license applicable to the software.

1.3.2 Lucene.Net. Portions of the Software contain software code for Lucene.net, which is a search engine developed by The Apache Software Foundation. Notwithstanding anything else in this Agreement, your use of the software code for Lucene.net is governed by the terms of the Apache License, version 2.0, which can be viewed here: http://www.apache.org/licenses/LICENSE-2.0.html. Lucene.net is supplied AS IS without warranty of any kind.

1.3.3 GeoLite City with ISP and Organization Database.  Portions of the Software contain software code for GeoLite City with ISP and Organization Database, developed by MaxMind, which provides certain geolocation features. Notwithstanding anything else in this Agreement, your use of the software code for GeoLite City with ISP and Organization Database is governed by the terms of the MaxMind proprietary license, which can be viewed here: http://www.maxmind.com/en/license_sign.  GeoLite City with ISP and Organization Database is supplied AS IS without warranty of any kind.

1.4 Reservation of Rights. Any and all rights in the Software not expressly granted to you as part of the Trial License hereunder are reserved in all respects by Telerik.

2. Delivery

Telerik shall deliver to you a copy of the Software licensed hereunder in electronic format only, and a license key that permits you to access and use the Software for trial purposes.

3. Support

As part of your License you are entitled to the Telerik "Trial" Support Package as described in greater detail at http://www.sitefinity.com/purchase/support-plans. Telerik will provide an initial response (but not necessarily a resolution) to each support inquiry within seventy two (72) hours of receipt of such support inquiry, and will use reasonable efforts to resolve the issue generating the inquiry as soon as is reasonably possible.

4. Term and Termination

4.1 Term. This Agreement and the Trial License granted hereunder shall last for the shorter of (i) thirty (30) days after you use a license key provided by Telerik to access the Software, and (ii) as long as you use the Software in compliance with the terms set forth herein.

4.2 Termination. Telerik may terminate this Agreement and the Trial License granted hereunder if you fail to comply with any of the terms and conditions of this Agreement. Upon termination or expiration of this Agreement for any reason the Trial License granted to you hereunder shall terminate automatically and you must immediately cease use of the Software and destroy all copies of the Software in your possession. Unless otherwise prohibited by law and without prejudice to Telerik’s other rights or remedies, and without limiting the generality of the foregoing, Telerik shall have the right to terminate this Agreement and the Trial License granted hereunder immediately in the event that: (i) you breach any of the license restrictions set forth in Section 1.2 of this Article I, or engage in, or participate with any third party in the unauthorized manufacture, duplication, reverse-engineering or distribution of any software of Telerik (including the Software), or engage in any activities involving the Software that are prohibited by law; or (ii) you engage in the unauthorized use of any software of Telerik (including the Software) or infringe upon any intellectual property right of Telerik.

5. Product Discontinuance

Telerik reserves the right to discontinue at any time any component of the Software, whether or not it is offered as a standalone product or solely as a component of the Software.

6. No Warranties

THE SOFTWARE IS LICENSED TO YOU "AS IS" WITH ALL FAULTS, AND YOUR USE OF THE SOFTWARE IS AT YOUR OWN RISK. Telerik does not warrant the use of the Software will be uninterrupted or error free at all times and in all circumstances, nor that program errors will be corrected. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, TELERIK DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE SOFTWARE, EXPRESS AND IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

7. Limitation of Liability

To the maximum extent permitted by applicable law, in no event will Telerik be liable for any indirect, special, incidental, or consequential damages arising out of the use of or inability to use the Software or otherwise relating to this Agreement, including, without limitation, damages for loss of goodwill, work stoppage, computer failure or malfunction, or any and all other commercial damages or losses, even if advised of the possibility thereof, and regardless of the legal or equitable theory (contract, tort or otherwise) upon which the claim is based. In any case, Telerik’s entire liability in connection with your use of the Software under this Agreement shall not exceed $5.00, notwithstanding any failure of essential purpose of any limited remedy. Some jurisdictions do not allow the exclusion or limitation of incidental, consequential or other damages, so this exclusion and limitation may not be applicable. Telerik and its licensors are not responsible for any liability arising out of content provided by Licensee or a third party that is accessed through the Software, or for liability arising from use of Lucene.net, or GeoLite City with ISP and Organization Database.

8. Indemnity

You agree to indemnify, hold harmless, and defend Telerik, its licensors and its resellers from and against any and all claims, lawsuits and proceedings (collectively "Claims"), and all expenses, costs (including attorney’s fees), judgments, damages and other liabilities resulting from such Claims, that arise or result from your use or misuse of the Software.

ARTICLE II Commercial License

The terms and conditions set forth in this Article II apply only if you have obtained a commercial license for the Software from Telerik. They do not apply to your use of trial versions of the Software.

Definitions

“Add-on” means any optional add-on features or license(s) (including but not limited to: Domain Add-ons, Support Add-ons (including Mission Critical Support), Site Synchronization, Multisite Management, Connector for Salesforce, Connector for Marketo, and Connector for SharePoint) which may be available for purchase depending upon the Sitefinity Edition for which you have obtained a license hereunder.

“Affiliate” means any entity or association directly or indirectly controlled by, controlling or under common control with you.  For purposes of this definition, “control” means ownership, directly or indirectly, of more than fifty percent (50%) of the voting shares or other equity interest in an entity.

“CMS User” means an individual user within your company who has been assigned a unique username and password that authorizes such individual to access and use the administrative / content management capabilities of the Software.

“Development Purpose” means use or deployment of the Software solely for access by CMS Users and solely for development, quality assurance, and staging purposes prior to the use or deployment of the Software for a Production Purpose.

“Intranet Applications” are those internal websites and applications that can be accessed only by your: employees, Affiliates’ employees, or onsite contractors.

“Licensed Developer” means one of your employees or third-party consultants who: (a) subject to the same conditions and limitations applicable to you herein, is authorized by you to develop, host, or manage a website or Intranet Application specifically for your benefit using the Software in accordance with this Agreement; and (b) you, to the extent permitted by applicable law, hereby agree to assume all liability and responsibility for hereunder.

“Production Purpose” means use or deployment of the Software for publishing and/or administering a website or other application accessible by and/or visible to your Site Visitors.

“Production Server” means a Server on which the Software is used for a Production Purpose.

“Server” means one: (i) physical server (i.e. one piece of hardware), virtual server, or cloud service instance (e.g. Microsoft Azure App Service); with (ii) computing power equivalent to at most eight CPU cores.

“Site Visitor” means an individual, device, and/or a software application, whether internal or external, that can access only the published portion(s) of a website at the Production Domain created with the Software. Site Visitors do not have username and password access to the administrative / content management capabilities of the Software.

“Production Domain” means a domain name used for a Production Purpose.

1. Software License

1.1 General. The terms and conditions that apply to your use of the Software depend on the type of license you elect to purchase. Subject to the terms and conditions set forth in this Agreement, Telerik hereby grants to Licensee and Licensee hereby accepts, a limited, non-transferable, perpetual, royalty-free, non-exclusive license (the "License") to, and to allow your Licensed Developer(s) to, (a) install and use the Software, of the edition that you choose at the time of License purchase, and any updates, upgrades, modifications and error corrections thereto provided to Licensee by Telerik; and (b) build, use and distribute add-on modules to the Sitefinity product portion of the Software solely for use in conjunction with Sitefinity. Edition-specific License terms are set forth below.

1.2 Standard Edition. The Software may be used for commercial or non-commercial purposes, but may not be used on more than two (2) Production Servers at any time. The Software may not be used in a load balancing environment.  

1.2.1 CMS User Limits. You may permit up to two (2) CMS Users to be logged into the Software at any given time. Different CMS Users within your company may log in to the Software at different times, as long as no more than two (2) CMS Users are logged into the Software at any given time.

1.2.2 Domain Limits.  You may only install, use and access the Software on one (1) Production Domain, which shall be designated by you at the time you register a license key for the Software. You may not access the Software from other Production Domains at any time.

1.3 Professional Edition. The Software may be used for commercial or non-commercial purposes.

1.3.1 CMS User Limits. You may permit up to ten (10) CMS Users to be logged into the Software at any given time. Different CMS Users within your company may log in to the Software at different times, as long as no more than ten (10) CMS Users are logged into the Software at any given time.

1.3.2 Domain Limits.  You may only install, use and access the Software on one (1) Production Domain, which shall be designated by you at the time you register a license key for the Software. You may not access the Software from other Production Domains at any time.

1.3.3 Source Code. You may receive a copy of the source code for the Software as an option for an additional fee.  Such source code is provided "as is", without warranty of any kind. Such source code is licensed to you for the sole purpose of enabling you to understand, at a source code level, why the Software operates as it does. You may not use such source code as a basis of development of derivative works of the Software or other software products. You acknowledge that such source code is strictly confidential and contains valuable and proprietary trade secrets of Telerik. You must expend every effort to insure the confidentiality of the source code provided to you hereunder and ensure that individuals employed by your company do the same. You agree to assume full responsibility for such individuals’ use, or misuse, of such source code as if it was your use or misuse. Under no circumstances may you distribute, disclose, or otherwise make available to any third party any portion of such source code or any modified version of such source code. You may not modify the source code for the Software; however, if you breach this restriction and develop any modifications to the source code independently, or if you contact Telerik for assistance with the Software and modify the source code for the Software jointly with Telerik, such modifications and all rights associated therewith will be the exclusive property of Telerik, and you agree to and hereby do assign all right, title and interest in and to such modifications to Telerik. Telerik has no obligation to support any modifications that you make to the source code for the Software. This Section 1.3.3 shall survive the termination or expiration of this Agreement.

1.4 Online Marketing Edition. The Software may be used for commercial or non-commercial purposes.

1.4.1 CMS User Limits. You may permit up to fifteen (15) CMS Users to be logged into the Software at any given time. Different CMS Users within your company may log in to the Software at different times, as long as no more than fifteen (15) CMS Users are logged into the Software at any given time.

1.4.2 Domain Limits.  You may only install, use and access the Software on one (1) Production Domain, which shall be designated by you at the time you register a license key for the Software. You may not access the Software from other Production Domains at any time.

1.4.3 Source Code. You may receive a copy of the source code for the Software as an option for an additional fee.  Such source code is provided "as is", without warranty of any kind. Such source code is licensed to you for the sole purpose of enabling you to understand, at a source code level, why the Software operates as it does. You may not use such source code as a basis of development of derivative works of the Software or other software products. You acknowledge that such source code is strictly confidential and contains valuable and proprietary trade secrets of Telerik. You must expend every effort to insure the confidentiality of the source code provided to you hereunder and ensure that individuals employed by your company do the same. You agree to assume full responsibility for such individuals’ use, or misuse, of such source code as if it was your use or misuse. Under no circumstances may you distribute, disclose, or otherwise make available to any third party any portion of such source code or any modified version of such source code. You may not modify the source code for the Software; however, if you breach this restriction and develop any modifications to the source code independently, or if you contact Telerik for assistance with the Software and modify the source code for the Software jointly with Telerik, such modifications and all rights associated therewith will be the exclusive property of Telerik, and you agree to and hereby do assign all right, title and interest in and to such modifications to Telerik. Telerik has no obligation to support any modifications that you make to the source code for the Software. This Section 1.4.3 shall survive the termination or expiration of this Agreement.

1.5 Enterprise Edition. The Software may be used for commercial or non-commercial purposes.

1.5.1 CMS User Limits. There is no limit to the number of CMS Users you may permit to be logged into the Software at any given time.

1.5.2 Domain Limits.  You may only install, use and access the Software on one (1) Production Domain, which shall be designated by you at the time you register a license key for the Software. You may purchase additional domains for an additional fee. You may not access the Software from other Production Domains at any time.

1.5.3 Source Code. You may receive a copy of the source code for the Software as an option for an additional fee. Such source code is provided "as is", without warranty of any kind. Such source code is licensed to you for the sole purpose of enabling you to understand, at a source code level, why the Software operates as it does. You may not use such source code as a basis of development of derivative works of the Software or other software products. You acknowledge that such source code is strictly confidential and contains valuable and proprietary trade secrets of Telerik. You must expend every effort to insure the confidentiality of the source code provided to you hereunder and ensure that individuals employed by your company do the same. You agree to assume full responsibility for such individuals’ use, or misuse, of such source code as if it was your use or misuse. Under no circumstances may you distribute, disclose, or otherwise make available to any third party any portion of such source code or any modified version of such source code. You may not modify the source code for the Software; however, if you breach this restriction and develop any modifications to the source code independently, or if you contact Telerik for assistance with the Software and modify the source code for the Software jointly with Telerik, such modifications and all rights associated therewith will be the exclusive property of Telerik, and you agree to and hereby do assign all right, title and interest in and to such modifications to Telerik. Telerik has no obligation to support any modifications that you make to the source code for the Software. This Section 1.5.3 shall survive the termination or expiration of this Agreement.

1.6 Intranet Standard Edition. The Software may be used for commercial or non-commercial purposes, but may not be used on more than two (2) Production Servers at any time. Additionally, the Software may not be used in a load balancing environment.

1.6.1 CMS User Limits. You may permit up to twenty (20) CMS Users to be logged into the Software at any given time. Different CMS Users within your company may log in to the Software at different times, as long as no more than twenty (20) CMS Users are logged into the Software at any given time. You may purchase concurrent access for additional CMS Users; please contact Telerik at sales@Sitefinity.com if you wish to do so.

1.6.2 Domain Limits.  You may only install, use and access the Software on one (1) Production Domain, which shall be designated by you at the time you register a license key for the Software. You may not access the Software from other Production Domains at any time.

1.6.3 Intranet Use Only. The Software may be used for the development of Intranet Applications only.

1.7 Professional Server Edition. The Software may be used for commercial or non-commercial purposes.

1.7.1 CMS User Limits. You may permit up to ten (10) CMS Users to be logged into the Software at any given time. Different CMS Users within your company may log in to the Software at different times, as long as no more than ten (10) CMS Users are logged into the Software at any given time.

1.7.2 Limits.  You may only install, use and access the Software on one (1) Production Server (the “Licensed Server”). There is no limit to the number of Servers on which you may install, use and access the Software for non-production purpose, however each and every Production Domain on the Licensed Server must be administered for the same entity or individual and you must register all domains and subdomains (regardless of whether or not such domains and subdomains are used for a Production Purpose) with Telerik. You may purchase the right to install, use and access the Software on additional Production Servers for an additional fee. You may not access the Software from Production Servers outside of the Licensed Server at any time.

1.7.3 Source Code. You may receive a copy of the source code for the Software as an option for an additional fee. Such source code is provided "as is", without warranty of any kind. Such source code is licensed to you for the sole purpose of enabling you to understand, at a source code level, why the Software operates as it does. You may not use such source code as a basis of development of derivative works of the Software or other software products. You acknowledge that such source code is strictly confidential and contains valuable and proprietary trade secrets of Telerik. You must expend every effort to insure the confidentiality of the source code provided to you hereunder and ensure that individuals employed by your company do the same. You agree to assume full responsibility for such individuals’ use, or misuse, of such source code as if it was your use or misuse. Under no circumstances may you distribute, disclose, or otherwise make available to any third party any portion of such source code or any modified version of such source code. You may not modify the source code for the Software; however, if you breach this restriction and develop any modifications to the source code independently, or if you contact Telerik for assistance with the Software and modify the source code for the Software jointly with Telerik, such modifications and all rights associated therewith will be the exclusive property of Telerik, and you agree to and hereby do assign all right, title and interest in and to such modifications to Telerik. Telerik has no obligation to support any modifications that you make to the source code for the Software. This Section 1.7.3 shall survive the termination or expiration of this Agreement.

1.8 Enterprise Server Edition. The Software may be used for commercial or non-commercial purposes.

1.8.1 CMS User Limits. There is no limit to the number of CMS Users you may permit to be logged into the Software at any given time.

1.8.2 Limits.  You may only install, use and access the Software on one (1) Production Server (the “Licensed Server”). There is no limit to the number of Servers on which you may install, use and access the Software for non-production purpose, however each and every Production Domain on the Licensed Server must be administered for the same entity or individual and you must register all domains and subdomains (regardless of whether or not such domains and subdomains are used for a Production Purpose) with Telerik. You may purchase the right to install, use and access the Software on additional Production Servers for an additional fee. You may not access the Software from Production Servers outside of the Licensed Server at any time.

1.8.3 Source Code. You may receive a copy of the source code for the Software as an option for an additional fee. Such source code is provided "as is", without warranty of any kind. Such source code is licensed to you for the sole purpose of enabling you to understand, at a source code level, why the Software operates as it does. You may not use such source code as a basis of development of derivative works of the Software or other software products. You acknowledge that such source code is strictly confidential and contains valuable and proprietary trade secrets of Telerik. You must expend every effort to insure the confidentiality of the source code provided to you hereunder and ensure that individuals employed by your company do the same. You agree to assume full responsibility for such individuals’ use, or misuse, of such source code as if it was your use or misuse. Under no circumstances may you distribute, disclose, or otherwise make available to any third party any portion of such source code or any modified version of such source code. You may not modify the source code for the Software; however, if you breach this restriction and develop any modifications to the source code independently, or if you contact Telerik for assistance with the Software and modify the source code for the Software jointly with Telerik, such modifications and all rights associated therewith will be the exclusive property of Telerik, and you agree to and hereby do assign all right, title and interest in and to such modifications to Telerik. Telerik has no obligation to support any modifications that you make to the source code for the Software. This Section 1.8.3 shall survive the termination or expiration of this Agreement.

1.9 General Terms Applicable to All Editions. The following terms apply to all editions of the Software.

1.9.1 Site Visitors. There is no limit on how many Site Visitors may visit a website developed and administered using the Software.

1.9.2 Domain registration and limitations.

1.9.2.1 You must register all domains (whether or not used for a Production Purpose) with Telerik. You may not change your Production Domain designation(s) once registered. You are also required to register subdomains (i.e. by registering a license key for the Software for the Production Domain mysite.com, you will also be able to register and use it for all subdomains - www.mysite.com, support.mysite.com, staging.mysite.com, etc.). There is no limitation to the number of subdomains within the Production Domain on which you may install and use the Software for Development Purposes.  You may purchase the right to use the Standard, Professional, Online Marketing or Enterprise Editions of the Software on more than one Production Domain and/or one or more subdomains for Production Purposes (“Domain Add-ons”); please contact Telerik at sales@Sitefinity.com if you wish to do so.

1.9.2.2 If you purchase a license to use the Software in connection with Domain Add-on(s) on or after the date that you agree to this Agreement, you may use the Software to administer such Domain Add-on(s) pursuant to the same terms, conditions and restrictions of this Agreement applicable to the Production Domain which was initially designated by you at the time you registered a license key for the Software (the “Primary Domain”), provided the Domain Add-on(s) are administered: (i) with the same edition of the Software as the Primary Domain;  and (ii) for the same entity or individual that benefits from your administration of the Primary Domain. For example, if you have previously purchased a Standard Edition license and a Professional Edition license, you may not purchase an additional domain license at the Standard Edition price point and then administer the Domain Add-on(s) with the Professional Edition of the Software.  Similarly, if you currently administer the Primary Domain for Company X, you may not administer any Domain Add-on(s) for Company Y; the administration of a Production Domain for Company Y requires a separate Primary Domain and thus the purchase of an additional Sitefinity license will be necessary.

1.9.3 Reservation of Rights. Any and all rights in the Software not expressly granted to you as part of the License hereunder are reserved in all respects by Telerik.

1.9.4 Third Party Software

1.9.4.1 Open Source.  Any Open Source Software that may be delivered by Telerik embedded in or in association with Telerik products is provided pursuant to the open source license applicable to the software.

1.9.4.2 Lucene.Net. Portions of the Software contain software code for Lucene.net, which is a search engine developed by The Apache Software Foundation. Notwithstanding anything else in this Agreement, Your use of the software code for Lucene.net is governed by the terms of the Apache License, version 2.0, which can be viewed here: http://www.apache.org/licenses/LICENSE-2.0.html. Lucene.net is supplied AS IS without warranty of any kind.

1.9.4.3 GeoLite City with ISP and Organization Database.  Portions of the Software contain software code for GeoLite City with ISP and Organization Database, developed by MaxMind, which provides certain geolocation features. Notwithstanding anything else in this Agreement, Your use of the software code for GeoLite City with ISP and Organization Database is governed by the terms of the MaxMind proprietary license, which can be viewed here: http://www.maxmind.com/en/license_sign.  GeoLite City with ISP and Organization Database is supplied AS IS without warranty of any kind.

2. License Restrictions

2.1 Administrative Use Limited to CMS Users. At no time may the Software be (i) used for administrative / content management purposes by anyone other than CMS Users or (ii) used simultaneously by more than the number of CMS Users permitted to use the Software at any given time under the License for the edition of the Software that you purchased.

2.2 No Use of the Software by Third Parties. Except as otherwise provided for in this Agreement, you may not sublicense, distribute, publish, transfer, rent, lease or otherwise make available the Software to any third parties. Except as otherwise provided for in this Agreement, you may not permit third parties to access and use the Software on a time-sharing or service bureau basis.

2.3 No Reverse Engineering. To the fullest extent permitted by applicable law, you may not disassemble, decompile or "unlock", decode or otherwise reverse translate or engineer, or attempt in any manner to reconstruct or discover any source code or underlying algorithms of the Software.

2.4 No Modification. You may not copy, modify, alter, edit or create derivative works of the Software.

2.5 No Use of Telerik Brand. Except as required or allowed in Sections 4.1 and 4.3 of this Article II, You may not use the Telerik product names, logos or trademarks to market your website, products or services without the express prior consent of Telerik.

2.6 Limitations on Use of Kendo and UI Controls. You may only use Kendo and the UI Controls for the purpose of developing add-on modules that enhance the functionality of Sitefinity.

2.7 Limitations on Use and Distribution of add-on Modules. You are prohibited from using the Software to create add-on modules for use with third party website development and administration software products or in any environment other than Sitefinity. If you want to use an add-on module that you have created through use of the Software to administer a publicly viewable website, you may only do so if such website is developed and administered with Sitefinity. You may distribute add-on modules that you create by using the Software, provided however, that (a) you may only distribute such add-on modules to third parties that agree to use such add-on modules in conjunction with Sitefinity pursuant to a valid Sitefinity license obtained by such third parties from Telerik, and (b) you do not distribute such add-on modules on terms that make Sitefinity subject to a license that requires (i) the source code for Sitefinity to be disclosed or distributed in source code form; (ii) Sitefinity to be licensed for the purpose of making derivative works; or (iii) Sitefinity to be redistributable without charge.

2.8 No Use to Create Competitive Product. You may not use the Software as a whole, or any of its components, as a basis for creation of another software product that has the same or similar functionality as the Software.

3. Delivery

Telerik shall deliver to you a copy of the Software licensed hereunder in electronic format only, as well as a license key that permits you to access and use the Software.

4. Trademarks and Branding

4.1 Web Page Footers. Web pages on a website created using any edition of the Software may (but are not required to) contain Telerik’s Sitefinity® logo on the footer of each web page.

4.2 No Alteration. You may not remove, alter or obscure any Telerik trademarks, logos, tag lines or other Telerik branding included in the Software.

4.3 Co-Branding. You may (but are not required to) co-brand the Software with your own company’s trademarks. Any co-branding efforts you undertake are at your own risk, and you agree to indemnify and hold Telerik harmless from all third party suits and proceedings, and all damages, losses, costs (including attorneys’ fees) and other liabilities, resulting from your co-branding efforts. Any goodwill accruing from your use of your own trademarks shall accrue to and be owned by you. Any goodwill accruing from Telerik’s placement of Telerik trademarks logos, tag lines or other Telerik branding on the Software, or from your placement of the Sitefinity logo on the footers of web pages created using the Software, shall accrue to and be owned by Telerik.

4.4 Quality Control. Telerik reserves the right to review your website and add-on modules you create using the Software to ensure your compliance with terms of this Section 4; your breach of this Section shall be grounds for termination by Telerik of this Agreement and the License granted to you hereunder.

5. Support and Updates

5.1 The level of support (if any) that you receive for the Software depends on which edition of the Software you select at the time of License purchase (the “Licensed Edition”).  To be eligible for support (including but not limited to support under a Mission Critical Support Add-on): (i) your use of the Software must be in full compliance with the terms of this Agreement; (ii) you must provide all information and evidence necessary for Telerik support personnel to adequately understand your support issue and diagnose the cause of such issue; and (iii) in the case of multiple Licenses, the Production Domain for which you are requesting support must be eligible for the level of support requested.  Telerik may limit or terminate your access to any or all of the support services available hereunder if your use of the support services is determined by Telerik, in its sole and reasonable discretion, to be excessive.

5.1.1. As part of your License you are entitled to the Telerik Support Package, identified for the Licensed Edition, and described in greater detail at http://www.sitefinity.com/purchase/support-plans. You are entitled to receive support for one (1) year after you purchase the License for the Software. During that time, you shall be entitled to receive support for an unlimited number of support inquiries. Telerik will provide an initial response (but not necessarily a resolution) to each support inquiry within: (i) forty eight (48) hours for the Standard Edition and Intranet Standard Edition; or (ii) twenty-four (24) hours for all other editions, of receipt of such support inquiry, and will use reasonable efforts to resolve the issue generating the inquiry as soon as is reasonably possible. You will lose the right to receive support after such one (1) year period, unless you purchase additional support from Telerik at additional cost. You are eligible to receive all Minor Updates (i.e., service pack updates and other minor revisions) for the Licensed Edition of the Software for as long as you are in compliance with this Agreement. You are eligible to receive Major Updates (i.e., major revisions or new versions) to the Licensed Edition of the Software during the one (1) year after the date on which you purchase the License for the Licensed Edition of the Software; you will lose the right to receive Major Updates after such one (1) year period, unless you purchase additional maintenance from Telerik at additional cost. The support of Add-on (s) (if purchased) and all access to support under the Mission Critical Support Add-on (if purchased) will be bound to the support term of the Licensed Edition Software license for which it is purchased, so that it becomes renewable at the same time as the support and updates of the Licensed Edition Software license regardless of when the Add-on was purchased.

5.1.2 Mission Critical Support. Telerik’s Mission Critical Support Add-on may be available as an option for an additional fee for certain Licensed Editions of the Software. Each purchase of a Mission Critical Support Add-on is specific to, and will be bound to, the support and support term of the particular Licensed Edition Software license for which it is purchased. If you purchase a Mission Critical Support Add-on in connection with your License you are entitled to the Telerik Mission Critical Support Package described in greater detail at http://www.sitefinity.com/purchase/support-plans. You are entitled to receive support under the Telerik Mission Critical Support Package for up to one (1) year after you purchase the License for the Software. During that time, you shall be entitled to receive support for an unlimited number of support inquiries. Telerik will provide an initial response (but not necessarily a resolution) to each support inquiry within twenty-four (24) hours of receipt of such support inquiry and will use reasonable efforts to resolve the issue generating the inquiry as soon as is reasonably possible.  Unless you purchase additional Mission Critical Support Add-on support from Telerik at additional cost, you will lose the right to receive support under a Mission Critical Support Add-on at the end of the sooner of: one (1) year from the purchase of the Mission Critical Support Add-on; and (ii) the expiration of the support term of the particular Licensed Edition Software license for which the Mission Critical Support Add-on was purchased.

5.1.3 Express Remote Assistance. If you have obtained Express Remote Assistance credits from Telerik for use with your particular Licensed Edition Software license, such credits are subject to the terms and conditions of Telerik’s Remote Assistance Agreement available here: http://www.telerik.com/purchase/license-agreement/telerik-remote-assistance-agreement. By purchasing, accepting, redeeming, and/or attempting to redeem Telerik Express Remote Assistance credits you expressly agree to the terms and conditions of Telerik’s Remote Assistance Agreement.

5.2 Exclusions and Limitations on Support Applicable to all Editions of the Software. Support (including but not limited to Mission Critical Support) is not available or provided hereunder for or related to:

5.2.1 Machine error;

5.2.2 Licensee’s failure to follow operating instructions;

5.2.3 Licensee’s use of the Software that is not in accordance with the Documentation;

5.2.4 Licensee’s negligence or improper use of the Software;

5.2.5 Modifications to the Software (including modifications to the original database schema) by any person or entity other than Telerik;

5.2.6 The Lucene.Net component of the Software;

5.2.7 The GeoLite City with ISP and Organization Database component of the Software;

5.2.8 Any data or software other than the Software, including, but not limited to, application programs, databases, files, source codes, object codes or proprietary data, or any configuration, installation or reinstallation of any software or data. You are responsible for backing up copies of all your data and software prior to seeking support from Telerik;

5.2.9 Any custom development, integration or implementation, project upgrades or project migrations; or

5.2.10 Any installation, deployment, or use of the Software: (i) in any country or by any individual or entity subject to U.S. Export restrictions; (ii) for any purpose(s) which Telerik determines in its sole discretion is/are unlawful, immoral, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable, or in violation of any party’s privacy or intellectual property rights; (iii) in any situation where failure or fault of the Software could lead to death or serious bodily injury of any person, or to physical or environmental damage.

5.3 If it is determined by Telerik in its sole discretion that you have received support from Telerik for which you were not eligible or to which the above exclusions and limitations apply, Telerik may assess and you agree to pay reasonable and appropriate fees for such support.

5.4 Sitefinity Automated Renewal Program.   Licensees of the Professional, Professional Server, Online Marketing, Enterprise, and Enterprise Server Editions will be included in the Automated Renewal Program for Upgrades and Support and will be automatically charged an annual fee of 30% of the retail cost of all Software licensed upon the one year anniversary of their initial purchase.  Licensee may choose not to participate in the Automated Renewal Program by providing Telerik 30 days’ written notice prior to the end of any one-year term.   Telerik may adjust pricing with respect to the Automated Renewal Program three years after the date of the initial purchase and each three-year anniversary.

5.5 Agreement Applies to Updated Software. If you receive Minor Updates or Major Updates pursuant to this Agreement, you acknowledge that such updates replace and/or supplement (and may disable) the version of the Software that formed the basis for your eligibility for the update. You may use the resulting updated Software only in accordance with the terms of this License.

5.6 Support Incidents. A single support incident (including but not limited to Mission Critical Support incidents) may involve several e-mails and offline work in order to be resolved. You agree to provide Telerik with detailed information about the issue encountered and cooperate with Telerik’s requests for additional information as they attempt to resolve the issue. Telerik support engineers will make reasonable efforts to resolve your support issues; however, Telerik does not guarantee that all support issues will be resolved. Bug reports and product feature suggestions are not considered support incidents, and Telerik is not obligated to acknowledge or address such bug reports and/or product feature suggestions.

6. Term and Termination

6.1 Term. This Agreement and the License granted hereunder shall last as long as you use the Software in compliance with this Agreement.

6.2 Termination. Telerik may terminate this Agreement and the License granted hereunder if you fail to comply with any of the terms and conditions of this Agreement. Upon termination of this Agreement for any reason the License granted to you hereunder shall terminate automatically and you must immediately cease use of the Software and destroy all copies of the Software in your possession. Unless otherwise prohibited by law and without prejudice to Telerik’s other rights or remedies, and without limiting the generality of the foregoing, Telerik shall have the right to terminate this Agreement and the License granted hereunder immediately in the event that: (i) you breach any of the License restrictions set forth herein, or engage in, or participate with any third party in the unauthorized manufacture, duplication, reverse-engineering, distribution of any software of Telerik (including the Software), or engage in any activities involving the Software that are prohibited by law; or (ii) you engage in the unauthorized use of any software of Telerik (including the Software) or infringe upon any intellectual property right of Telerik.

7. Product Discontinuance

Telerik reserves the right to discontinue at any time any component of the Software, whether or not it is offered as a standalone product or solely as a component of the Software. However, to the extent Telerik is obligated to provide support for the Software in accordance with the terms set forth in this Agreement, Telerik will provide support for all such discontinued components for a period of one (1) year after the date of discontinuance.

8. Limited Warranty

Telerik warrants solely that the Software will perform substantially in accordance with the accompanying written materials for a period of ninety (90) days after the date on which you purchase the License for the Software. Telerik does not warrant the use of the Software will be uninterrupted or error free at all times and in all circumstances, nor that program errors will be corrected. This limited warranty shall not apply to any error or failure resulting from (i) machine error, (ii) Licensee’s failure to follow operating instructions, (iii) Licensee’s negligence or improper use of the Software, (iv) modifications to the Software (including modifications to the original database schema) by any person or entity other than Telerik, (v) the Lucene.Net component of the Software, or (vi) the GeoLite City with ISP and Organization Database component of the Software. In the event of a breach of the foregoing express warranty, Licensee’s sole and exclusive remedy and Telerik’s sole and exclusive obligation, is repair or replacement of the defective Software. If such remedy fails of its essential purpose, Licensee’s sole remedy and Telerik’s maximum liability shall be a refund of the paid purchase price for the defective Software only. This limited warranty is only valid if Telerik receives written notice of breach of warranty no later than thirty (30) days after the warranty period expires. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION 8, TELERIK DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

9. Limitation of Liability

To the maximum extent permitted by applicable law, in no event will Telerik be liable for any indirect, special, incidental, or consequential damages arising under this Agreement, or, out of the use of or inability to use the Software, including, without limitation, damages for loss of goodwill, work stoppage, computer failure or malfunction, or any and all other commercial damages or losses, even if advised of the possibility thereof, and regardless of the legal or equitable theory (contract, tort or otherwise) upon which the claim is based. In any case, Telerik’s entire liability under this Agreement shall not exceed in the aggregate the sum of the license fees Licensee paid to Telerik for the Software giving rise to such damages, notwithstanding any failure of essential purpose of any limited remedy. Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so this exclusion and limitation may not be applicable. Telerik and its licensors are not responsible for any liability arising out of content provided by Licensee or a third party that is accessed through the Software, on a website built using the Software, any material linked through such content or such website, any add-on modules you develop using the Software, or for liability arising from use of Lucene.net or the GeoLite City with ISP and Organization Database component of the Software. The extent of Telerik’s liability for the limited warranty section shall be as set forth therein.

10. Indemnity

You agree to indemnify, hold harmless, and defend Telerik, its licensors and its resellers from and against any and all claims, lawsuits and proceedings (collectively "Claims"), and all expenses, costs (including attorney’s fees), judgments, damages and other liabilities resulting from such Claims, that arise or result from (a) your use or misuse of the Software or from the websites that you develop and administer through the use of the Software (but excluding such Claims that are solely attributable to infringement of third party intellectual property rights by the Software solely as a result of your authorized use of the Software), or (b) the add-on modules you develop using the Software.

ARTICLE III General Terms

The terms and conditions of this Article III are applicable to this entire Agreement; they apply to trial use of the Software under Article I and commercial use of the Software under Article II.

1. Intellectual Property

1.1 The Software is licensed, not sold. All title and ownership rights in and to the Software (including but not limited to any images, photographs, animations, video, audio, music, text embedded in the Software), the intellectual property embodied in the Software, and any trademarks or service marks of Telerik that are used in connection with the Software are and shall at all times remain exclusively owned by Telerik and its licensors. Any and all rights in the Software not expressly granted to you hereunder are reserved in all respects by Telerik.

1.1.1 Any third party or Open Source Software that may be delivered by Telerik embedded in or in association with Telerik products is provided pursuant to the open source license or other license applicable to the software.

1.1.2 Portions of the Software contain software code for Lucene.net, which is a search engine developed by The Apache Software Foundation. Your use of Lucene.net is governed by the terms of the Apache License, version 2.0, which can be viewed here: http://www.apache.org/licenses/LICENSE-2.0.html.

1.1.3 Portions of the Software contain software code for GeoLite City with ISP and Organization Database, developed by MaxMind, which provides certain geolocation features. Notwithstanding anything else in this Agreement, Your use of the software code for GeoLite City with ISP and Organization Database is governed by the terms of the MaxMind proprietary license, which can be viewed here: http://www.maxmind.com/en/license_sign.

1.2 Google Maps API

Sitefinity contains a feature that will enable you to show geolocation information on your website, using the Google Maps API service.  This License does not grant you a license or any rights to the “Google Maps API”. If you choose to use Google Maps in connection with Sitefinity’s address field feature, you must obtain an API Key directly from Google. You are solely responsible for compliance with the Google Maps API Terms of Service and any other applicable Google licensing requirements related to your use or implementation of the Google Maps API. You are solely responsible for any and all fees that Google may assess related to your use or implementation of the Google Maps API.

2. Collection and Use of Data.

Telerik uses tools to deliver certain Software features and extensions, identify trends and bugs, collect activation information, usage statistics and track other data related to your use of the Software as further described in the most current version of Telerik’s Privacy Policy (located at: http://www.telerik.com/company/privacy-policy.aspx). By your acceptance of the terms of this Agreement and/or use of the Software, you authorize the collection, use and disclosure of this data for the purposes provided for in this Agreement and/or the Privacy Policy.   

3. Reports and Audit Rights.

Licensee shall grant Telerik audit rights against Licensee twice within a calendar three hundred and sixty five (365) day period upon two weeks written notice, to verify Licensee’s compliance with this Agreement.  Licensee shall keep adequate records to verify Licensee’s compliance with this Agreement.

4. Confidentiality

Except as otherwise provided herein, each party expressly undertakes to retain in confidence all information and know-how transmitted or disclosed to it that the disclosing party has identified as being proprietary and/or confidential or that, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as proprietary and/or confidential, and expressly undertakes to make no use of such information and know-how except under the terms and during the existence of this Agreement. However, neither party shall have an obligation to maintain the confidentiality of information that (i) it received rightfully from a third party without an obligation to maintain such information in confidence; (ii) the disclosing party has disclosed to a third party without any obligation to maintain such information in confidence; (iii) was known to the receiving party prior to its disclosure by the disclosing party; or (iv) is independently developed by the receiving party without use of the confidential information of the disclosing party. Further, either party may disclose confidential information of the other party as required by governmental or judicial order, provided such party gives the other party prompt written notice prior to such disclosure and complies with any protective order (or equivalent) imposed on such disclosure. Without limiting the foregoing, Licensee shall treat any source code for the Software as confidential information and shall not disclose, disseminate, or distribute such materials to any third party without Telerik’s prior written permission. Each party’s obligations under this Section 4 shall apply at all times during the term of this Agreement and for five (5) years following termination of this Agreement, provided, however, that (i) obligations with respect to source code shall survive in perpetuity and (ii) trade secrets shall be maintained as such until they fall into the public domain.

5. Governing Law

This Agreement and the licenses granted hereunder will be governed by the law of the Commonwealth of Massachusetts, U.S.A., without regard to the conflict of laws principles thereof. If any dispute, controversy, or claim cannot be resolved by such good faith discussion between the parties, then it shall be submitted for resolution to a state or Federal court or competent jurisdiction in Boston, Massachusetts, USA, and the parties hereby agree to submit to the jurisdiction and venue of such court.  The Uniform Computer Information Transactions Act and the United Nations Convention on the International Sale of Goods shall not apply to this Agreement. If any provision of this Agreement is to be held unenforceable, such holding will not affect the validity of the other provisions hereof. Failure of a party to enforce any provision of this Agreement shall not constitute or be construed as a waiver of such provision or of the right to enforce such provision.

6. No Assignment

You may not assign, sublicense, sub-contract, or otherwise transfer this Agreement, or any rights or obligations under it, without Telerik’s prior written consent.

7. Entire Agreement

This Agreement shall constitute the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous communications regarding the subject matter hereof, and may only be amended by a written agreement between the parties. Use of any purchase order or other Licensee document in connection herewith shall be for administrative convenience only and all terms and conditions stated therein shall be void and of no effect.

8. No Waiver

Failure of a party to enforce any provision of this Agreement shall not constitute or be construed as a waiver of such provision or of the right to enforce such provision.

9. Severability

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

10. No Use By .NET Component Vendors

Individuals and companies that are Content Management System and/or .NET component vendors are not allowed to use the Software without the express permission of Telerik. If you or the company you represent is a Content Management System and/or .NET component vendor, you may not purchase a license for or use the Software unless you contact Telerik directly and obtain permission.

11. Survival

This Article III, all provisions of this Agreement containing license restrictions, warranties and warranty disclaimers, confidentiality obligations, limitations of liability and/or indemnity terms, and any terms or provisions of this Agreement which, by their nature, are intended to survive termination or expiration, shall survive termination or expiration of this Agreement.

12.  Force Majeure

Neither party shall be deemed in default of this Agreement if failure or delay in performance is caused by an act of God, fire, flood, severe weather conditions, material shortage or unavailability of transportation, government ordinance, laws, regulations or restrictions, war or civil disorder, or any other cause beyond the reasonable control of such party.

13. Export Classifications

You expressly agree not to use, deploy, export or re-export Telerik Software or your add-on modules in or to any country, person, entity or end user subject to U.S. export restrictions. You specifically agree not to export, re-export, or transfer the Software to any country to which the U.S. has embargoed or restricted the export of goods or services, including without limitation any country listed in U.S.A. Export Administration Regulation Country Group E-1, or to any national of any such country, wherever located, who intends to transmit or transport the products back to such country, or to any person or entity who has been prohibited from participating in U.S. export transactions by any federal agency of the U.S. government. You warrant and represent that neither the U.S.A. Bureau of Industry and Security, U.S. Department of Commerce, nor any other federal agency has suspended, revoked or denied your export privileges.

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, THAT YOU UNDERSTAND THIS AGREEMENT, AND UNDERSTAND THAT BY CONTINUING THE INSTALLATION OF THE SOFTWARE, BY LOADING OR RUNNING THE SOFTWARE, OR BY PLACING OR COPYING THE SOFTWARE ONTO YOUR COMPUTER HARD DRIVE, YOU AGREE TO BE BOUND BY THIS AGREEMENT’S TERMS AND CONDITIONS. YOU FURTHER AGREE THAT, EXCEPT FOR WRITTEN SEPARATE AGREEMENTS BETWEEN TELERIK AND YOU, THIS AGREEMENT IS A COMPLETE AND EXCLUSIVE STATEMENT OF THE RIGHTS AND LIABILITIES OF THE PARTIES.

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