Developer Reference > Agreement
PURPOSE. AfterOffice desires to license AfterOffice Software Developer Kit software and documentation (the “SDK”) to You under the terms and conditions of this AfterOffice Software Developer Kit License Agreement and the separate Limited Warranty. Your representation that you are a current AfterOffice Developer program participant in compliance with all program requirements, and Your payment of any required license fees, and Your compliance with this Agreement are material consideration for the rights extended to you by AfterOffice hereunder.
DEFINITIONS. The following terms have the meanings assigned to the below:
“Derivative Software” means the Binary code Software and/or Binary code that results from your compilation of modified or unmodified Source code Software. Derivative Software may not include Early Access Release Materials or Internal Tools.
“Developer Product” means Your own computer product that incorporates Derivative Software and does not substantially duplicate the capabilities or compete with the Derivative Software or the Software.
“Early Access Release Materials” means Software and/or Documentation AfterOffice identifies as “beta”, “pre-release,” “futures,” or as an “early access release.”
“Internal Tools” means compatibility criteria, test suites, test tools, end user products, and other programs designed to aid in the development of, but not be incorporated in, Derivative Software Products.
LICENSES. The Software and Documentation are protected by Malaysian copyright laws and international copyright treaties. In addition, the possession and use of the SDK is subject to the restrictions contained in this Agreement. The SDK contains various software programs with different license rights. AfterOffice grants You the non-exclusive, non-transferable right to internally use the Early Access Release Materials and Internal Tools in support of Your efforts to develop Derivative Software hereunder; use, modify, and compile Source code Software for the purpose of creating Developer Products.
RESTRICTED SOFTWARE. Notwithstanding anything to the contrary in this Agreement, portions of the Software and/or Documentation may be subject to restrictions set forth in terms that accompany those portions. You agree to abide by such restrictions. If such restrictions are unacceptable to You, You may return the SDK for a refund.
THIRD PARTY SOFTWARE PRODUCTS. As a service to You, certain third party software products may be bundled with the SDK. Your rights with respect to such products are defined by terms and conditions supplied by their vendors.
RESERVATION OF RIGHTS. AfterOffice reserves all rights not expressly granted to You. Without limiting the generality of the foregoing You: a) acknowledge that the source code of the binary code Software represents and embodies trade secrets of AfterOffice and its licensors; b) agree not to disassemble, decompile, or otherwise reverse engineer the binary code Software to discover the source code and/or trade secrets embodied in the source code; c) acknowledge that AfterOffice has not authorized You to rent, lease, and/or time share the Software; and, d) while certain AfterOffice Developer Labs test tools and test suites may be provided as part of the SDK, YOU AGREE AND ACKNOWLEDGE THAT ONLY AFTEROFFICE CAN ISSUE AND PUBLISH TEST BULLETINS OR AUTHORIZE USE OF THE AFTEROFFICE LOGOS.
EARLY ACCESS MATERIALS. AfterOffice does not represent or warrant that it will make the Early Access Materials generally available to the public or that any target dates will be met. AfterOffice may change or cancel its plans at any time. You acknowledge that any Early Access Release product is of pre-release quality, has not been fully tested, and may contain errors; You assume the entire risk arising out of the use of the Early Access Release Software and any information provided with the Early Access Release Software.
SUPPORT. AfterOffice shall have no obligation to provide support to You or to purchasers of Developer Product(s).
TERM AND TERMINATION. This License will become effective on the date you acquire the AfterOffice Software Developer Kit and will remain in force until terminated. You may terminate this License at any time by destroying the Documentation and the Software together with all copies and adaptations. This License shall also automatically terminate if you breach any of the terms or conditions. You agree to destroy the original and all adaptations or copies of the Software and Documentation, or to return them to AfterOffice upon termination of this License. Your right to use any Early Access Release Software will terminate upon the earlier of (i) first commercial release by AfterOffice of the Early Access Release product, (ii) other termination of this Agreement, or (iii) time-based or other disabling of the Early Access Release product. Upon termination of this Agreement, end users of the Developer Product may continue to use the Developer Product under the terms of their license from You. You will have the right to maintain one copy of each version of the source code Software and/or the Developer Product but only for the purpose and to the extent reasonably necessary for you to provide support and maintenance to end users.
AUDIT. Upon reasonable notice, AfterOffice may at its own expense audit your site(s) to ensure compliance with this Agreement. AfterOffice will notify you in writing of any deficiency in compliance and will provide a recommended plan for resolving outstanding issues. Your failure to cure such deficiencies within thirty (30) days after receipt of the written notification will constitute a material breach and will be grounds for immediate termination of this Agreement.
DEVELOPER INDEMNIFICATION. You agree to indemnify, defend and hold AfterOffice harmless from all damages, liabilities and expenses incurred by AfterOffice as a result of any claim, or judgment against AfterOffice by any third party arising out of, or connected in any manner with, distribution or use of software created by You through the use of Software licensed to You under this Agreement or arising out of breach of this License Agreement. If AfterOffice receives notice of such a claim, AfterOffice will promptly notify You in writing and allow You sole control of the defense of any such claim or action and all negotiations for its settlement and compromise, provided You give adequate assurances that You will diligently pursue resolution of the claim.
TRANSFER. This Agreement may not be transferred or assigned without the prior written approval of AfterOffice.
GOVERNING LAW. Except as otherwise restricted by law, this License shall be governed by, and interpreted in accordance with, the laws of Malaysia. Any action relating to this License agreement shall be brought in a Malaysian courts of competent jurisdiction. This License Agreement is not assignable by you in whole or in part.
ENTIRE AGREEMENT. This Agreement sets forth the entire understanding and License between you and AfterOffice and may be amended only in a writing signed by both parties. NO VENDOR, DISTRIBUTOR, DEALER, RETAILER, SALES PERSON OR OTHER PERSON IS AUTHORIZED TO MODIFY THIS LICENSE OR TO MAKE ANY WARRANTY, REPRESENTATION OR PROMISE WHICH IS DIFFERENT THAN, OR IN ADDITION TO, THE REPRESENTATIONS OR PROMISES OF THIS LICENSE.
WAIVER. No waiver of any right under this Agreement shall be effective unless in writing, signed by a duly authorized representative of the party to be bound. No waiver of any past or present right arising from any breach or failure to perform shall be deemed to be a waiver of any future right arising under this Agreement.
SEVERABILITY. If any provision in this License is invalid or unenforceable, that provision shall be construed, limited, modified or, if necessary, severed, to the extent necessary, to eliminate its invalidity or unenforceability, and the other provisions of this Agreement shall remain unaffected.
OTHER. Those terms which by their nature extend beyond termination of this Agreement shall survive and remain in effect until all obligations are satisfied. The application of the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded.
Separate Limited Warranty
MEDIA. AfterOffice warrants the physical media of the AfterOffice Software Developer Kit software and documentation (referred to in this limited warranty as the “Software”) against physical defects for a period of 90 days from installation or purchase, whichever is later. Your sole remedy for defective media is replacement.
SOFTWARE. Except as provided in this Limited Warranty, AfterOffice warrants that if the Software fails to conform substantially to the specifications in the documentation accompanying the Software and if the nonconformity is reported in writing by you to AfterOffice within 90 days from the date that the Software is purchased, AfterOffice will either remedy the nonconformity or offer to refund any license fees paid by you upon return of all copies of the Software and documentation to AfterOffice.
THE SOFTWARE IS ONLY COMPATIBLE WITH CERTAIN COMPUTERS AND OPERATING SYSTEMS. THE SOFTWARE IS NOT WARRANTED FOR NON-COMPATIBLE SYSTEMS. CALL AFTEROFFICE TECHNICAL SUPPORT FOR INFORMATION ABOUT COMPATIBILITY
DISCLAIMER. EXCEPT AS OTHERWISE RESTRICTED BY LAW, AFTEROFFICE MAKES NO WARRANTY, REPRESENTATION OR PROMISE NOT EXPRESSLY SET FORTH IN THIS LIMITED WARRANTY. AFTEROFFICE DISCLAIMS AND EXCLUDES ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE OR FITNESS FOR A PARTICULAR PURPOSE. AFTEROFFICE DOES NOT WARRANT THAT THE SOFTWARE OR ASSOCIATED DOCUMENTATION WILL SATISFY YOUR REQUIREMENTS OR THAT THE SOFTWARE AND DOCUMENTATION ARE WITHOUT DEFECT OR ERROR OR THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED.
LIMITATION OF LIABILITY. EXCEPT AS OTHERWISE RESTRICTED BY LAW, AFTEROFFICE'S AGGREGATE LIABILITY ARISING FROM OR RELATING TO YOUR USE OF THE SOFTWARE, ASSOCIATED DOCUMENTATION OR ANY SERVICES PROVIDED BY AFTEROFFICE AND/OR ITS AGENTS IS LIMITED TO THE TOTAL OF ALL PAYMENTS MADE BY OR FOR YOU FOR THE SOFTWARE AND DOCUMENTATION . NEITHER AFTEROFFICE NOR ANY OF ITS LICENSORS, EMPLOYEES, OR AGENTS SHALL IN ANY CASE BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT OR PUNITIVE DAMAGES EVEN IF ADVISED OF THE POSSIBILITY OF THOSE DAMAGES. NEITHER AFTEROFFICE NOR ANY OF ITS LICENSORS, EMPLOYEES, OR AGENTS IS RESPONSIBLE FOR LOST PROFITS OR REVENUE, LOSS OF USE OF SOFTWARE, LOSS OF DATA, COSTS OF RE-CREATING LOST DATA, OR THE COST OF ANY SUBSTITUTE EQUIPMENT OR PROGRAM.