End User License Agreement

COMMERCIAL LIVECODE LICENSE AGREEMENT AND WARRANTY DISCLAIMER

Commercial License for LiveCode software and all associated files, including installer archives and all related documentation (“LiveCode Software”)

IMPORTANT — READ CAREFULLY: By using the LiveCode Software you expressly agree to be and are hereby bound by the terms of this License Agreement (“Agreement”). If you do not accept the terms of this Agreement you must not use the LiveCode Software; and you must immediately destroy all copies of the LiveCode Software.

1. GRANT OF LICENSE:

a) LiveCode Ltd (“LiveCode”) hereby grant you (“you” refers to a single individual) a non-exclusive non-transferable license to use the LiveCode Software subject to the terms set out in this Agreement:

b) Upon purchase of a license, your account will be updated to include your new License and you may use your user name and password to license the LiveCode Software (“Licensing Key”), which will install the Licensing Key, causing the LiveCode software to become fully functional (“Licensed Edition”). If you purchased a license through a third party, you will be required to visit a designated website to register your purchase and supply LiveCode with additional, required contact information. After all required information is received by LiveCode, LiveCode will transmit a final Licensing Key.

c) The Licensed Edition includes access to platforms for development and deployment as described on our web site. You may only use or deploy the Licensed Edition on the platforms You have purchased access to.

d) The Licensed Edition may be used exclusively by You on a reasonable number of machines and platforms You may have for Your own exclusive use and may not be transferred to, or loaned to, or used by another entity at any time or for any purpose.

e) If the Licensed Edition has been purchased on a subscription basis it may only be used while your subscription is current. During the subscription term we will provide updates to the Licensed Edition free of charge. At the end of the term access to the Licensed Edition will cease unless You renew Your subscription. If the Licensed Edition has been purchased on a perpetual license basis then the version(s) for which You purchased a perpetual license may continue to be used past the end of any subscription term.

f) If you have purchased multiple copies of the software, You must nominate a single individual as a contact (“License Contact”). Other individuals, who do not have to be named, may use copies of the Licensed Edition, up to the maximum number of users purchased with your license, each known as (“Licensed User”).

g) The Licensed Editions have built in limits that restrict the use of certain features (“Limits”). Such Limits are published on our web site from time to time and may be varied at any time without notice. You may not attempt to exceed the Limits.

h) The Licensed User must not permit any other person to access the Licensing Key or username and password used to unlock the Licensed Edition.

i) LiveCode Ltd will provide basic technical support via electronic conveyance, to the Licensed User in the case of a single user license, or the Licensed Contact in the case of multiple users for 90 days from date of purchase, relating to installation of the product only unless additional support has been purchased.

j) With the exception of an outright sale and complete transfer of all rights under this agreement (which includes the transfer and acceptance of all the terms of this agreement in full), you may not resell, rent, lease or otherwise transfer rights to the LiveCode Software, for any financial gain or otherwise, or remove any proprietary notices or labels on the LiveCode Software.

k) The LiveCode Software or Created Software is subject to United Kingdom export laws as well as the laws of the country where it is delivered or used. You agree to abide by these laws. Under these laws, the Software may not be sold, leased or transferred to embargoed countries, other restricted countries, restricted end-users, or for restricted end-uses. You specifically agree that the Software will not be used for activities relating to weapons of mass destruction, including but not limited to, activities relating to the design, development, production or use of nuclear materials, nuclear facilities, or nuclear weapons, missiles or in support of missile projects, or chemical or biological weapons. You understand that certain functionality of the Software, such as encryption or authentication, may be subject to import or export restrictions in the event that you transfer the Software from the country of delivery and you are responsible for complying with the applicable restrictions.

2. DISTRIBUTION OF CREATED WORK

a) Intent of these rights and restrictions. The various LiveCode products allow users to create powerful and useful software for others. The general purpose of the restrictions in this section is twofold. Firstly, they are intended to prevent distributed Created Software conferring on users who do not hold a LiveCode license, the ability to create software equivalent to what can normally only be created by holders of a LiveCode license. Secondly, they are intended to prevent conferring on holders of any other LiveCode license, including the Community Edition, the ability to create software equivalent to what can be normally only be created by holders of this Licensed Edition.

b) You may use the Licensed Edition to create stacks, files or standalone executable applications for your own use or to give to others either free of charge or for a fee under the terms of this Section 4 and Section 5 (“Created Software”). Permission is hereby granted to distribute your Created Software by any method to anyone, subject the terms of this Section 4 and Section 5 of this Agreement.

c) You acknowledge that additional license requirements apply to distribution using Revolution Online (“revOnline”), RevSelect or Marketplace Projects, and the RevSelect or Marketplace service and that these may be amended from time to time and are incorporated herein.

d) Copyright notices, as defined in Appendix A, must appear wherever any other copyright or trademark notice appears in any Created Software distributed as a standalone executable, its documentation, advertising, and other product-related literature.

e) When publishing Created Software on Revolution Online, you must do so subject to the terms in Section 6 below, or as expressed elsewhere in this Agreement.

f) Any Created Software built with this Licensed Edition is fully functional and allows users full access to the entire LiveCode feature set. Where the Created Software is a standalone executable, the end user of the Created Software cannot edit scripts or build their own standalones without purchasing or owning a Licensed Edition. You may not attempt to get around any of these limitations or encourage users of your Created Software to attempt to do so.

g) Where the LiveCode Software has been purchased on a monthly subscription, Created Software will only operate while the subscription is current. You may not continue to distribute or use Created Software without an active subscription. Use of the LiveCode Software under a monthly contract requires an internet connection when run for the first time and periodically thereafter. This requirement also applies to Created Software built using a monthly subscription license type.

h) Certain files included with the LiveCode Software are subject to special restrictions. These include any files that have been compiled as executables, compiled as static or dynamic libraries, compiled as object files, password protected stacks, the installer archive and any Read Me (“Restricted Files”). With the exception of using Standalone Builder or IDE deploy command in their original and unmodified form to include and encode portions of these files when producing Created Software subject to the terms of this Section 4 and Section 5 below, you may not modify, translate, reverse engineer, decompile, disassemble or create derivative works based upon these Restricted Files. Using any of the Restricted Files with an edition of LiveCode other than the one it was distributed in is also prohibited. This exclusion includes but is not limited to prohibiting you from using the Licensed Edition to build a standalone using or incorporating GPL code. This clause does not apply to any of the other files included with the LiveCode Software, which may be modified freely, though all files in the LiveCode Software must be used subject to all other provisions in this agreement.

3. NO COMPETITION

a) The clauses in this section are intended to prevent you from using the Licensed Edition to release Created Software or engage in activity using the Licensed Edition, that is directly damaging to our business. Such damage may result from any activity that reduces, or negates, the requirement for other users of any edition of LiveCode, including the Community Edition, to purchase a Licensed Edition in order to enjoy the same benefits that you enjoy under this agreement.

b) The ability to create and distribute Created Software is intended for You to use with applications You have created or been substantially involved in developing. You are prohibited from using the Licensed Edition to build standalone applications for others where You are not the author of the application, or confer on others the ability to build standalone applications by any means whatsoever. For the avoidance of doubt, You may not use the Licensed Edition to create or distribute Created Software for other users who are using the Community Edition of LiveCode. This clause is intended to prevent You from providing any facility or service which would reduce or eliminate the requirement for other LiveCode users, including users of the Community Edition, to purchase a Licensed Edition to distribute their own Created Software.

c) You are prohibited from creating or distributing Created Software to be used and marketed as a generic rapid application development tool. Any Created Software that does not involve any sort of script editing will not be considered prohibited.

d) You are prohibited from using the Licensed Edition to password protect or otherwise secure LiveCode stacks substantially created by anyone other than You.

e) You are prohibited from creating or distributing Created Software with the primary purpose of being used as a generic Player application for Created Software built with any edition of LiveCode. This clause is intended to prevent you from conferring the ability to others to distribute closed-source applications, including stacks, without purchasing a license.

f) Irrespective of the specific exclusions listed in this section, you may not invent, contrive or enter into any form of business that utilizes your Licensed Edition to reduce or eliminate the need for any other entity to purchase a Licensed Edition. Selling licenses is the core of our business and you accept that your use of the Created Software will not be used, intentionally or otherwise, to undermine that business.

g) Irrespective of the clauses above, any Created Software that you produce that requires the end user to purchase a Licensed Edition of the LiveCode Software will never be considered as being prohibited.

h) In the event that either you or LiveCode Ltd determines that your software, or a service you provide, is in violation of any of the clauses above, you must withdraw the Created Software or service immediately. It is agreed that engaging in such competition with the LiveCode product could cause irreparable harm and injury and LiveCode Ltd will be entitled, in addition to any other rights and remedies it may have at law or in equity, to an interdict, injunction or other similar relief enjoining or restraining you from doing or continuing to distribute such Created Software or provide such competing service.

4. WIDGETS

a) LiveCode 8 and later include the ability to extend the platform using widget objects and libraries (“Widgets”). You may create Widgets freely for your own use or for distribution in any Created Software that has been built as a standalone executable. You may also distribute Widgets without charge for use by other users within the LiveCode development environment.

5. REVOLUTION ONLINE (and its successor or replacement services)

a) LiveCode Ltd hereby grant you the right to use the Revolution Online service for the purposes of downloading software, accessing content, or distributing Created Software subject to the following conditions. LiveCode Ltd may require you to acknowledge additional agreement for any update or successor service to REVOLUTION ONLINE; if you fail to acknowledge such additional agreement, LiveCode Ltd may limit or remove your right of access.

b) REVOLUTION ONLINE utilizes Internet or electronic conveyance to allow transmission and execution of LiveCode-based files. As such you must be sure that you trust the provider of any content you access. LiveCode Ltd expressly disclaims all warranty with respect to use of this service for any damage caused irrespective of the nature of such damage.

c) Your user name on the Revolution Online service allows you to upload or modify files online. Each LiveCode edition comes with a limited amount of online server space, you may not attempt to exceed the storage space allocated to you without the purchase of additional space.

c) Uploading or modifying stacks with Revolution Online will only be permitted when you have an active license and you have not previously breached an agreement with LiveCode Ltd. An active license is defined as being a license capable of unlocking the latest shipping version. In the event of a new version of the software being made available, you must upgrade to this version by paying a fee or purchasing an upgrade subscription in order to be able to continue to upload or modify your Revolution Online content.

d) You must not upload content that may be offensive, pornographic or damaging. Your user name and content uploaded to your user directory may be deleted by LiveCode Ltd if any of the following points hold –

1. it is offensive, harassing, pornographic, damaging 2. in the reasonable opinion of LiveCode Ltd that it is potentially damaging 3. creates an unreasonable burden on our web server 4. if you have not had an active license for a period of one year or more 5. if you breach any terms in this agreement.

e) LiveCode Ltd expressly disclaims all warranties with respect to this service. This disclaimer includes but is not limited to your data being deleted or lost for any reason, by technical failure, by act of God, or that access to the service may be suspended at any time for any reason. LiveCode Ltd draws your attention to the fact that even though it may choose to delete offensive or damaging content, it does not guarantee to do this and the final responsibility for such content rests with the Revolution Online user who provided such content.

6. TITLE

a) Title, ownership, rights, and intellectual property rights in and to the LiveCode Software and all related documentation shall remain with LiveCode Ltd. The LiveCode Software is protected by the copyright laws of the United Kingdom and international copyright treaties. For the purposes of this license “intellectual property rights” means any and all patents, copyright, registered or unregistered design rights, trade marks, trade names, know-how, database rights or other intellectual property rights.

7. DISCLAIMER OF WARRANTY

a) THE TOTAL LIABILITY WHICH LIVECODE LTD OWES TO YOU IN RESPECT OF BREACH OF CONTRACT, NEGLIGENCE OR OTHERWISE SHALL, OTHER THAN IN CIRCUMSTANCES IN WHICH SUCH ACTS RESULT IN DEATH OR PERSONAL INJURY IN WHICH CASE LIABILITY SHALL BE UNLIMITED, BE LIMITED TO THE SUM OF £1000 IN RESPECT OF ANY ONE CLAIM OR AGGREGATE OF CLAIMS ARISING IN ANY TWELVE MONTH PERIOD;

b) THE SOFTWARE AND DOCUMENTATION AND REVOLUTION ONLINE SERVICE ARE PROVIDED AS IS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LIVECODE LTD FURTHER DISCLAIMS ALL WARRANTIES, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF ANY THIRD PARTY INTELLECTUAL PROPERTY RIGHTS;

c) THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE SOFTWARE AND DOCUMENTATION AND REVOLUTION ONLINE SERVICE REMAINS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL LIVECODE LTD BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, DIRECT, INDIRECT, SPECIAL, PUNITIVE, OR OTHER DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS) ARISING OUT OF THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THE PRODUCT, EVEN IF LIVECODE LTD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES;

8. TERMINATION

a) This license shall terminate automatically if you fail to comply with the limitations described in this Agreement. No notice shall be required from LiveCode Ltd to effectuate such termination. On termination you must destroy all copies of the LiveCode Software including the installer archive and any copies of it therewith. However, such termination does not prejudice the right of LiveCode Ltd to obtain injunctive, equitable or any other relief in the event of such a breach.

9. GOVERNING LAW

a) This License shall be governed by the laws of Scotland, UK. and in the event of any dispute the parties agree to submit to the non-exclusive jurisdiction of the Scottish courts. LiveCode Ltd may at its sole and exclusive discretion, bring action in any competent jurisdiction worldwide.

10. ENTIRE AGREEMENT

a) This License constitutes the entire agreement between LiveCode Ltd and you with respect to the subject matter hereof and with the exception of any fraudulent or negligent misrepresentations supersedes all prior oral or written understandings, communications or agreements not specifically incorporated herein. The only exception to this is any explicit terms you may have agreed to before downloading the package from our web site, or any other supplementary terms made clear by us prior to your agreeing to this agreement. Any such terms will form part of this agreement. This License may not be modified except in a writing duly signed by an authorized representative of LiveCode Ltd and you.

APPENDIX A – Required Copyright Notice

You must include the following copyright notice where other such notices appear. In the event that such other notices do not appear in the Created Software, this notice must be placed in a reasonable location.

In common with many other platforms the LiveCode Software uses open source software to deliver some functionality. You must also include the file “Open Source Licenses.txt” within any created software. This may be included within your About screen, as a file within the folder structure of a desktop app or in another accessible location.

We would like you to include the LiveCode Ltd logo, as per the terms set on our website. However, unlike the Copyright notices above, you are not required to include the logo.