A Developer Licence allows a single user to run the Dyalog development environment on a single computer, as a tool for application development; as a personal productivity tool, and as a platform for running applications developed in Dyalog.
Developer Licences are provided on an annual licence fee basis and includes DSS+ for Windows versions, and support and upgrades for UNIX and LINUX.
PLEASE READ THIS LICENCE AGREEMENT CAREFULLY. IT FORMS THE AGREEMENT UNDER WHICH YOU ARE PERMITTED TO USE THE SOFTWARE (AS DEFINED BELOW).
BY OPENING THIS PACKAGE (OR, AS APPROPRIATE, CHECKING THE ON-SCREEN ACCEPTANCE BOX) YOU ARE AGREEING TO ACCEPT AND BE BOUND BY THIS LICENCE AGREEMENT. THE TERMS SET OUT BELOW CANNOT BE VARIED UNLESS SUCH VARIATION IS AGREED TO IN WRITING BY AN AUTHORIZED REPRESENTATIVE OF DYALOG LTD..
In order to preserve and protect its rights under applicable Law, DYALOG LTD. does not sell any rights in its software. Rather DYALOG LTD. grants the right to use its software by means of a software licence. DYALOG LTD. specifically retains title to all DYALOG LTD. computer software and you are solely granted a non-exclusive licence to use such software strictly on the terms and conditions set out below.
1.1 "DYALOG LTD." means Dyalog Limited of Minchens Court, Minchens Lane, Bramley,Hampshire RG26 5BH, United Kingdom or such other address as it may designate from time to time
1.2 "You" means the Person who has purchased a licence to use the Software on the terms set out in this Licence Agreement (and "Your" shall be construed accordingly)
1.3 "Software" means the development version of the computer programming language known as "Dyalog" used by You (including any Third Party Materials and/or upgrades referred to in 2.3.3 below) and any part of the foregoing
1.4 "Computer" means the single computer on which You are authorised to use the Software
1.5 "Fees" means the purchase price of the Software and such annual or other fees as are specified by DYALOG LTD. for use of the Software from time to time
1.6 "Person" includes any natural or legal person
1.7 "Third Party Material" means any Third Party Supplier software or other items supplied to You by DYALOG LIMITED
1.8 "Third Party Supplier" means any person supplying Third Party Material
2. The Licence
2.1 In consideration of the payment by You of the Fees DYALOG LTD. hereby grants and You hereby accept on the terms of this Licence Agreement a non-exclusive licence to use the Software on the Computer. DYALOG LTD. hereby reserves all rights not expressly granted to You.
2.2 The rights granted to You are strictly personal and You agree not to:
2.2.1 distribute the Software allow any other Person to use the Software without DYALOG LTD.'s express written permission; and/or
2.2.2 otherwise transfer, assign, rent, lease, charge, sell or otherwise dispose of, or part with possession of, the Software (whether on a temporary or permanent basis).
2.3 Provided that You pay the Fees as demanded then You shall be entitled to:
2.3.1 use the Software for commercial purposes as detailed in 2.4 below;
2.3.2 support from DSS (the Dyalog Support Service) in accordance with DYALOG LTD.'s applicable terms and conditions from time to time; and
2.3.3 such upgrades to the Software as DYALOG LTD. may release from time to time.
2.4 Subject to timely payment of the Fees You shall be entitled to distribute applications developed using the Software strictly subject to the following conditions:
2.4.1 that You purchase an appropriate run-time licence or licences from DYALOG LTD. (details available on www.dyalog.com); and
2.4.2 NO RESPONSIBILITY FOR ANY SUCH APPLICATIONS CAN BE ACCEPTED BY DYALOG LTD. AND YOU SHALL INDEMNIFY DYALOG LTD. FROM AND AGAINST ANY AND ALL CLAIMS, DAMAGES, COSTS AND EXPENSES ARISING AS A DIRECT OR INDIRECT RESULT OF THE DISTRIBUTION OF ANY SUCH APPLICATIONS.
2.5 You will use the Software at all times in accordance with DYALOG LIMITED’s reasonable directions and subject to such conditions concerning Third Party Material as DYALOG LIMITED is itself subject.
2.6 You will be solely responsible (where necessary) for complying with applicable import and export regulations concerning the Software.
3. Copying and Other Restrictions
3.1 The Software (and any accompanying software or written materials) are the subject of copyright and other proprietary rights whether of DYALOG LIMITED or Third Party Suppliers. Any copying of the Software (or other materials as aforesaid), whether by You or with your consent, is strictly prohibited and may result in copyright infringement proceedings being taken against You. Subject to the foregoing you may make two (2) copies of the Software solely for back-up purposes.
3.2 You may physically transfer the Software from one computer to another provided that it is used on one computer at a time. However, You may not:
3.2.1 transfer the Software from one computer to another over a network; and/or
3.2.2 (except as may otherwise be permitted by any applicable Law) translate, adapt, vary, modify, disassemble, decompile or reverse engineer the Software without DYALOG LTD's prior written consent.
3.3 You will not alter, remove or obliterate any trade marks, brand names, copyright or trade mark notices or warnings from the Software or any associated materials or packaging.
4. Intellectual Property
4.1 If any claim is brought by any Person alleging that the use of the Software infringes any intellectual property right, DYALOG LTD. shall seek to resolve the claim, either by means of alternative arrangements for the use of the Software or by obtaining permission to use the intellectual property in question. HOWEVER, DYALOG LTD. SHALL NOT BE LIABLE TO YOU FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING AS A RESULT OF ANY SUCH CLAIM.
4.2 If You become aware that any of DYALOG LIMITED’s (or Third Party Supplier’s) rights in the Software are being violated then You agree to notify DYALOG LIMITED forthwith and to co-operate with DYALOG LIMITED in taking action in respect thereof.
5.1 This Licence Agreement (and Your right to use the Software) shall terminate forthwith without notice from DYALOG LTD. in the event that:
5.1.1 You are in breach of any of the terms of this Licence Agreement (including any failure to pay any Fees); or
5.1.2 You are made subject to any insolvency (or, as appropriate, any bankruptcy) proceedings in the courts of the country where You are domiciled or resident.
5.2 Forthwith on termination of this Licence Agreement for any reason You shall (at your own expense) return to DYALOG LTD. any copies of the Software in your possession or under your control (or, at DYALOG LTD.'s direction, destroy the same).
5.3 Termination of this Licence Agreement shall be without prejudice to DYALOG LIMITED’s accrued rights and the continuance in force of those clauses stated or intended to remain in force including (without limitation) clauses 2.5, 3.1, 4.1, 5.2, 6.1 and 7-11 inclusive.
6.1 The Software and all other materials and information relating thereto shall be strictly retained under Your control as confidential materials. You undertake (both during the term of this Licence Agreement and after its termination or expiry) to take all reasonable precautions to maintain the confidentiality of the Software including all ancillary materials or information.
7.1 DYALOG LTD. warrants that any media on which the Software is supplied shall be free from defects for a period of thirty (30) days from the date of acceptance of the terms of this Licence Agreement by You. Should You notify DYALOG LIMITED within the said period of any such defect and should DYALOG LIMITED accept that there is a defect then DYALOG shall at its option repair or replace the defective Software or refund an appropriate part of the Fees.
7.2 Subject to 7.1 above, and as may otherwise be set out in any written specification, the Software (and any written materials supplied) is provided "As Is" and no warranty, condition, undertaking or term, express or implied, statutory or otherwise, as to the condition, performance, quality or fitness for purpose of the Software is given by DYALOG LTD. and all such are excluded to the fullest extent permitted by Law. Furthermore no warranty is given that the use of the Software will comply with the Laws of any country to which the Software may be exported. Your entire remedies in relation to any defects are as set out in clause 7.1.
7.3 Without prejudice to 7.2 above, DYALOG LTD.'s maximum liability in any event for all claims made under or in respect of matters arising out of this Licence Agreement however arising shall not exceed a sum equivalent to 2 x the total of all Fees paid by You at that time.
7.4 Under no circumstances will DYALOG LTD. be liable for any loss of profits, loss of anticipated savings, loss of revenue, loss of data, loss of goodwill or any other type of special, consequential or indirect loss or damage.
7.5 Nothing in the foregoing shall limit DYALOG LTD's liability in relation to death or personal injury, fraud or any other matter in relation to which liability cannot be excluded by Law. Your statutory rights (if any) are not affected.
8. Governing Law
8.1 This Licence Agreement shall in all respects whatsoever (including formation and interpretation) be governed by the Laws of England and the Courts of England shall have jurisdiction in relation to any dispute arising under or in connection with it.
9. Entire Agreement
9.1 This Licence Agreement supersedes all prior agreements, arrangements and undertakings between the parties and constitutes the entire agreement between the parties relating to its subject matter and the parties confirm that they have not entered into this Licence Agreement on the basis of any representation that is not expressly incorporated into this Agreement. For the avoidance of doubt nothing in this Licence Agreement shall purport to exclude or limit liability for any fraudulent or deliberate misrepresentation.
10.1 YOU SHALL INDEMNIFY DYALOG LTD. (AND ITS OFFICERS AGENTS AND EMPLOYEES) FROM AND AGAINST ANY AND ALL CLAIMS, DAMAGES, COSTS AND EXPENSES ARISING AS A DIRECT OR INDIRECT RESULT OF ANY BREACH OF THIS LICENCE AGREEMENT BY YOU.
[11. US Government Entity
11.1 If You are a US Government entity then this clause shall apply. This product is a “commercial component” as this term is defined in 48 C.F.R. 2.101, consisting of “commercial computer software” and “computer software documentation” as such terms are defined in 48 C.F.R. 252.227-7014(a)(1) and 48 C.F.R. 252.227-7014(a)(5), respectively, and used in 48 C.F.R. 12.212 and 48 C.F.R. 227.7202, as applicable, and all as amended from time to time. Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202, and other relevant sections of the Code of Federal Regulations, as applicable, and all as amended from time to time, all US Government entities acquire this product only with those rights set forth in this Licence Agreement accompanying this product].