End-User License Agreement for jalada Software (EULA)

Important: Please read this License Agreement carefully before completing the installation process or using the Software

This Software End-User License Agreement ("EULA") is a legal agreement between you (either an individual or, if purchased or otherwise acquired by or for an entity, an entity) and jalada. It provides a license to use the Software and contains warranty information and liability disclaimers. By installing and using the Software, you are confirming your acceptance of the Software and agreeing to become bound by the terms of this agreement. You must not install or use the Software unless you have read and accepted the terms and conditions herein; by proceeding with the installation or the use of the Software or any part thereof, you shall be deemed to have agreed to all the terms and conditions of this license agreement. In this event give the Software back to where you have purchased it (inclusive all written material and, if applicable, the complete undamaged package) immediately but at the latest within 14 days for a refund of the purchase price. 

This EULA shall apply only to the Product supplied by jalada herewith regardless of whether other Products is referred to or described herein.

1. Definitions

1.1.        “jalada” means jalada GmbH or its licensors, if any.

1.2.        “Demo-Version” means a version of the Product, that has not been enabled by a product key. The Demo-Version may have limited features, may lack the ability for the end-user to save the end work, may offer no service and support and will cease operating after a predetermined amount of time due to an internal mechanism within the Demo-Version.

1.3.        “Product” means executable code or object code that is licensed to you under this EULA, including, but not limited to, any related components purchased or provided with the Product, corresponding documentation, application programming interfaces, associated media, printed materials, online or electronic documentation, and any updates and maintenance releases thereto.

1.4.        “Product Key” means, if applicable, a serial number issued to you by jalada to enable and use all features. A separate, additional Product Key may be required to enable and use each additional modules. 

1.5.        “Open Source” means various open source components licensed under the terms of applicable open source license agreements included in the materials relating to such components. Open Source is composed of individual source components, each of which has its own copyright and its own applicable license conditions. The Open Source licenses can be found in the “About Dialog” under “Acknowledgement”.

1.6.        “Output-File” means an output file means a file that is created by using the Product.

1.7.        “Update” means a fix or compilation of fixes released by jalada to correct operation defects (program bugs) in the Software.

1.8.        “Upgrade” means any new version of jalada Software which bears the same product name, including version changes evidenced by a number immediately to either the left or right of the decimal (e.g. Language Alchemist 2.5 to 3.0). If a question arises as to whether a product offering is an Upgrade or a new product, jalada’s opinion will prevail, provided that jalada treats the Product offering the same for its end users generally.

2. License grants

The accompanying executable code version of this product is made available to you pursuant to version 2 of the GNU General Public License (the “GPL”). Without limiting your rights under the GPL, the Product and related documentation are subject to the terms and conditions set forth in this EULA.

2.1.        Scope of Agreement; GPL License. This Agreement governs the Product and any Upgrades provided by jalada that replace and/or supplement the original Product, unless those upgrades are accompanied by a separate license, in which case the terms of that license will govern. The accompanying executable code version of the Product is made available to you pursuant to the GPL, and nothing in this Agreement will be construed to limit any rights granted under the GPL.

2.2.        Reservation of Trademark and Other Rights. Subject to the foregoing, jalada, for itself and on behalf of its licensors, hereby reserves all trademark and all other intellectual property rights in the Product. This Agreement does not grant any right to use any of those marks or any of the other trademarks, service marks or logos of jalada or its licensors. The GPL is a copyright license, which permits you to copy, modify and distribute code which makes up the software product, but does not include an implied or express trademark license. You may not remove or alter any copyright or other proprietary notice in or on this Product.

2.3.        Your license rights under this EULA are non-exclusive.

3. Termination

3.1.        If you breach this Agreement your right to use the Product will terminate immediately and without notice, but all provisions of this Agreement except the License Grant (Section 2.1) and the Limited Offer (Section 5.1) will survive termination and continue in effect. Upon termination, you must destroy all copies of the Product.

4. Updates/ Upgrades

4.1.        You must have a valid product key for the previous or more inferior version of the Product in order to get an upgrade or update for the Product.

4.2.        You agree and confirm that any obligation to supply support can be terminated for earlier versions of the Product by jalada with the availability of such an update or upgrade.

5. Limited offer

5.1.        You may obtain a copy of the source code corresponding to the binaries for this GPL Software (the “GPL Source Files”) by sending a request, with your name and address, to jalada at the address specified under the heading “Contact Information” below, in which case jalada will mail a copy of the GPL Source Files to you on a CD or equivalent physical medium, without charge except for the cost of media, shipping, and handling. This offer to obtain a copy of the GPL Source Files ends three years after abandoning the executable code version of this product through jalada.

6. Ownership

6.1.        Title and intellectual property rights in and to any content displayed by or accessed through the jalada Products belongs to the respective content owner. Such content may be protected by copyright or other intellectual property laws and treaties, and may be subject to terms of use of the third party providing such content. This License does not grant you any rights to use such content..

7. Limited warranty and disclaimer

7.1.        After purchasing a Product Key, jalada warrants for a period of ninety (90) days from the date of purchase (as evidenced by a copy of your receipt) that, when used with a recommended hardware configuration, the Product will perform in substantial conformance with the documentation supplied with the Product, and that the physical media on which the Product is furnished will be free from defects in materials and workmanship under normal use. Insignificant divergences from the functions described in the documentation do not cause any warranty claim. Other documents and statements are unremarkable for the composition of the Product. You agree that the above guarantee is your sole guarantee in relation to the Product and any support services.

7.2.        jalada provides no remedies or warranties, whether express or implied, for any samples and Demo-Versions of the Product. Any samples and the Demo-Version of the Product are provided "as is".

7.3.        Except as set forth in the foregoing limited warranty with respect to products other than any samples and the Demo-Version, jalada and its suppliers disclaim all other warranties and representations, whether express, implied, or otherwise, including the warranties of merchantability or fitness for a particular purpose. Also, there is no warranty of non-infringement and title or quiet enjoyment. jalada does not warrant that the Product is error-free or will operate without interruption and you are strongly advised to back-up your files regularly. No rights or remedies referred to in article 2a of the UCC (Uniform Commercial Code) will be conferred on you unless expressly granted herein.

7.4.        If the Product is or includes translation software, jalada provides no remedies or warranties, whether express or implied, for the correctness of a translation or the completeness of the vocabulary. You should understand that it is your responsibility to monitor the translations, to evaluate it and correct any errors. Neither jalada nor its suppliers shall be liable for any damages arising out of wrong translations.

7.5.        The Product is not designed or intended for use in hazardous environments requiring fail-safe controls, including without limitation, the design, construction, maintenance or operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, and life support or weapons systems. jalada specifically disclaims any express or implied warranty of fitness for such purposes.

7.6.        No oral or written information or advice given by jalada, its dealers, distributors, agents or employees shall create a warranty or in any way increase the scope of any warranty provided herein.

7.7.        If applicable law requires any warranties with respect to the Product, all such warranties are limited in duration to ninety (90) days from the date of delivery. Further warranty obligations according to the laws of your country remain unaffected.

7.8.        If the user is a consumer within the European Union, the statutory warranty to defects of the Product shall apply. If the user is a businessman within the European Union, jalada provides warranty for defects of the Product at its discretion by further fulfillment (improvement or substitute delivery) within one year.

8. Exclusive Remedy

8.1.      Your exclusive remedy under the preceding is to return the Product to the place you acquired it, with a copy of your receipt and a description of the problem. Provided that any non-compliance with the above warranty is reported in writing to jalada no more than ninety (90) days following delivery to you, jalada will use reasonable commercial efforts to supply you with a replacement copy of the Product that substantially conforms to the documentation, provide a replacement for defective media, or refund to you your purchase price for the Product, at its option. jalada shall have no responsibility if the Product has been altered in any way, if the media has been damaged by misuse, accident, abuse, modification or misapplication, or if the failure arises out of use of the Product with other than a recommended hardware configuration. Any such misuse, accident, abuse, modification or misapplication of the Software will void the warranty above. This remedy is the sole and exclusive remedy available to you for breach of express or implied warranties with respect to the Product and related documentation.

9. Limitation of liability

9.1.      Neither jalada nor its suppliers shall be liable to you or any third party for any indirect, special, incidental, punitive, cover or consequential damages - including, but not limited to, damages for the inability to use equipment or access data, loss of business, loss of profits, business interruption or the like-, arising out of the use of, or inability to use, the Product and based on any theory of liability including breach of contract, breach of warranty, tort (including negligence), product liability or otherwise, even if jalada or its representatives have been advised of the possibility of such damages and even if a remedy set forth herein is found to have failed of its essential purpose.

9.2.      The foregoing limitations on liability are intended to apply to the warranties and disclaimers above and all other aspects of this EULA.

9.3.      jalada assumes no liability or obligation if your product key is mislaid as a result of loss, theft or otherwise.

9.4.      In no event shall jalada’s and its suppliers total liability to you in the context of this agreement for all damages (other than as may be required by applicable law in cases involving personal injury) exceed the amount which was paid by you for the Product. The foregoing limitations will apply even if the above stated remedy fails of its essential purpose.

9.5.      The limitations or exclusions of warranties and liability contained in this EULA do not affect or prejudice the statutory rights of a consumer, i.e., a person acquiring goods otherwise than in the course of a business.

9.6.      The limitations or exclusions of warranties, remedies or liability contained in this EULA shall apply to you only to the extent such limitations or exclusions are permitted under the laws of the jurisdiction where you are located.

9.7.      The aforementioned restrictions shall not apply in countries where a limitation of liability is inadmissible.

9.8.      This limitation of liability for jalada shall also apply for the benefit of jalada’s employees in the event that any claims are filed directly against them.

10. Basis of bargain

10.1.      The limited warranty and disclaimer, exclusive remedies and limited liability set forth above are fundamental elements of the basis of the agreement between you and jalada. jalada would not be able to provide the Products on an economic basis without such limitations. Such limited warranty and disclaimer, exclusive remedies and limited liability inure to the benefit of jalada’s licensors.

11. Third party acknowledgements

11.1.      The Product may contain third-party software which requires notices or additional terms and conditions. Such required third-party software notices or additional terms and conditions are contained in the electronic documentation for the jalada Products, or may otherwise accompany such material, and your use of such material is governed by their respective terms. By accepting this EULA, you are also accepting the additional terms and conditions, if any, set forth therein.

12. Import, Export and Use of the Product

12.1.      Licensee shall be exclusively responsible for ensuring compliance with the relevant legislation relating to its rights to import, export or use the Product.

13. Consent to use of data

13.1.      You agree that jalada and its affiliates may collect and use technical information gathered as part of the support services provided to you, if any, related to the Product. jalada may use this information solely to improve our products or to provide customized services or technologies to you and will not disclose this information in a form that personally identifies you.

14. General provisions

14.1.      This EULA contains the complete agreement between the parties with respect to the subject matter hereof, and supersedes all prior or contemporaneous agreements or understandings, whether oral or written. You agree that any varying or additional terms contained in any purchase order or other written notification or document issued by you in relation to the Product licensed hereunder shall be of no effect.

14.2.      The failure or delay of jalada to exercise any of its rights under this EULA or upon any breach of this EULA shall not be deemed a waiver of those rights or of the breach.

14.3.      No jalada dealer, agent or employee is authorized to make any amendment to this EULA.

14.4.      If any stipulation of this EULA should be or become invalid, in whole or in part, this shall not affect the validity of the remaining stipulations. The invalid stipulation shall be deemed to be replaced by the parties with a valid regulation which comes as close as possible to the commercially desired purpose originally intended for the ineffective provision; the same shall apply in the case of a lacuna.

14.5.      Any translation of this License is done for local requirements and in the event of a dispute between the German and any non-German versions; the German version of this License shall govern.

14.6.      Contact Information.  If you have any questions about this EULA, or if you want to contact jalada for any reason, please direct all correspondence to: jalada GmbH, Klaus-Groth-Straße 58, 20535 Hamburg, Germany or email sources@jalada.eu.

14.7.      This EULA shall be governed and construed by the laws of the Federal Republic of Germany and the United Nation Convention on the International Sale of Goods (CISG) shall not apply. 

14.8.      The exclusive place of jurisdiction with respect to all disputes based on or in connection with this Agreement shall be Hamburg. jalada can bring an action against you at your general place of jurisdiction. 



GNU GENERAL PUBLIC LICENSE

Version 2, June 1991

Copyright (C) 1989, 1991 Free Software Foundation, Inc.  

51 Franklin Street, Fifth Floor, Boston, MA  02110-1301, USA


Everyone is permitted to copy and distribute verbatim copies of this license document, but changing it is not allowed.


Preamble


The licenses for most software are designed to take away your freedom to share and change it. By contrast, the GNU General Public License is intended to guarantee your freedom to share and change free software--to make sure the software is free for all its users. This General Public License applies to most of the Free Software Foundation's software and to any other program whose authors commit to using it. (Some other Free Software Foundation software is covered by the GNU Lesser General Public License instead.) You can apply it to your programs, too.


When we speak of free software, we are referring to freedom, not price. Our General Public Licenses are designed to make sure that you have the freedom to distribute copies of free software (and charge for this service if you wish), that you receive source code or can get it if you want it, that you can change the software or use pieces of it in new free programs; and that you know you can do these things.


To protect your rights, we need to make restrictions that forbid anyone to deny you these rights or to ask you to surrender the rights. These restrictions translate to certain responsibilities for you if you distribute copies of the software, or if you modify it.


For example, if you distribute copies of such a program, whether gratis or for a fee, you must give the recipients all the rights that you have. You must make sure that they, too, receive or can get the source code. And you must show them these terms so they know their rights.


We protect your rights with two steps: (1) copyright the software, and (2) offer you this license which gives you legal permission to copy, distribute and/or modify the software.


Also, for each author's protection and ours, we want to make certain that everyone understands that there is no warranty for this free software. If the software is modified by someone else and passed on, we want its recipients to know that what they have is not the original, so that any problems introduced by others will not reflect on the original authors' reputations.


Finally, any free program is threatened constantly by software patents. We wish to avoid the danger that redistributors of a free program will individually obtain patent licenses, in effect making the program proprietary. To prevent this, we have made it clear that any patent must be licensed for everyone's free use or not licensed at all.


The precise terms and conditions for copying, distribution and modification follow.


TERMS AND CONDITIONS FOR COPYING, DISTRIBUTION AND MODIFICATION

0. This License applies to any program or other work which contains a notice placed by the copyright holder saying it may be distributed under the terms of this General Public License. The "Program", below, refers to any such program or work, and a "work based on the Program" means either the Program or any derivative work under copyright law: that is to say, a work containing the Program or a portion of it, either verbatim or with modifications and/or translated into another language. (Hereinafter, translation is included without limitation in the term "modification".) Each licensee is addressed as "you".


Activities other than copying, distribution and modification are not covered by this License; they are outside its scope. The act of running the Program is not restricted, and the output from the Program is covered only if its contents constitute a work based on the Program (independent of having been made by running the Program). Whether that is true depends on what the Program does.


1. You may copy and distribute verbatim copies of the Program's source code as you receive it, in any medium, provided that you conspicuously and appropriately publish on each copy an appropriate copyright notice and disclaimer of warranty; keep intact all the notices that refer to this License and to the absence of any warranty; and give any other recipients of the Program a copy of this License along with the Program.

You may charge a fee for the physical act of transferring a copy, and you may at your option offer warranty protection in exchange for a fee.


2. You may modify your copy or copies of the Program or any portion of it, thus forming a work based on the Program, and copy and distribute such modifications or work under the terms of Section 1 above, provided that you also meet all of these conditions:


a) You must cause the modified files to carry prominent notices stating that you changed the files and the date of any change.


b) You must cause any work that you distribute or publish, that in whole or in part contains or is derived from the Program or any part thereof, to be licensed as a whole at no charge to all third parties under the terms of this License.


c) If the modified program normally reads commands interactively when run, you must cause it, when started running for such interactive use in the most ordinary way, to print or display an announcement including an appropriate copyright notice and a notice that there is no warranty (or else, saying that you provide a warranty) and that users may redistribute the program under these conditions, and telling the user how to view a copy of this License. (Exception: if the Program itself is interactive but does not normally print such an announcement, your work based on the Program is not required to print an announcement.)


These requirements apply to the modified work as a whole. If identifiable sections of that work are not derived from the Program, and can be reasonably considered independent and separate works in themselves, then this License, and its terms, do not apply to those sections when you distribute them as separate works. But when you distribute the same sections as part of a whole which is a work based on the Program, the distribution of the whole must be on the terms of this License, whose permissions for other licensees extend to the entire whole, and thus to each and every part regardless of who wrote it.


Thus, it is not the intent of this section to claim rights or contest your rights to work written entirely by you; rather, the intent is to exercise the right to control the distribution of derivative or collective works based on the Program.

In addition, mere aggregation of another work not based on the Program with the Program (or with a work based on the Program) on a volume of a storage or distribution medium does not bring the other work under the scope of this License.


3. You may copy and distribute the Program (or a work based on it, under Section 2) in object code or executable form under the terms of Sections 1 and 2 above provided that you also do one of the following:


a) Accompany it with the complete corresponding machine-readable source code, which must be distributed under the terms of Sections 1 and 2 above on a medium customarily used for software interchange; or,


b) Accompany it with a written offer, valid for at least three years, to give any third party, for a charge no more than your cost of physically performing source distribution, a complete machine-readable copy of the corresponding source code, to be distributed under the terms of Sections 1 and 2 above on a medium customarily used for software interchange; or,


c) Accompany it with the information you received as to the offer to distribute corresponding source code. (This alternative is allowed only for noncommercial distribution and only if you received the program in object code or executable form with such an offer, in accord with Subsection b above.)


The source code for a work means the preferred form of the work for making modifications to it. For an executable work, complete source code means all the source code for all modules it contains, plus any associated interface definition files, plus the scripts used to control compilation and installation of the executable. However, as a special exception, the source code distributed need not include anything that is normally distributed (in either source or binary form) with the major components (compiler, kernel, and so on) of the operating system on which the executable runs, unless that component itself accompanies the executable.


If distribution of executable or object code is made by offering access to copy from a designated place, then offering equivalent access to copy the source code from the same place counts as distribution of the source code, even though third parties are not compelled to copy the source along with the object code.


4. You may not copy, modify, sublicense, or distribute the Program except as expressly provided under this License. Any attempt otherwise to copy, modify, sublicense or distribute the Program is void, and will automatically terminate your rights under this License. However, parties who have received copies, or rights, from you under this License will not have their licenses terminated so long as such parties remain in full compliance.


5. You are not required to accept this License, since you have not signed it. However, nothing else grants you permission to modify or distribute the Program or its derivative works. These actions are prohibited by law if you do not accept this License. Therefore, by modifying or distributing the Program (or any work based on the Program), you indicate your acceptance of this License to do so, and all its terms and conditions for copying, distributing or modifying the Program or works based on it.


6. Each time you redistribute the Program (or any work based on the Program), the recipient automatically receives a license from the original licensor to copy, distribute or modify the Program subject to these terms and conditions. You may not impose any further restrictions on the recipients' exercise of the rights granted herein. You are not responsible for enforcing compliance by third parties to this License.


7. If, as a consequence of a court judgment or allegation of patent infringement or for any other reason (not limited to patent issues), conditions are imposed on you (whether by court order, agreement or otherwise) that contradict the conditions of this License, they do not excuse you from the conditions of this License. If you cannot distribute so as to satisfy simultaneously your obligations under this License and any other pertinent obligations, then as a consequence you may not distribute the Program at all. For example, if a patent license would not permit royalty-free redistribution of the Program by all those who receive copies directly or indirectly through you, then the only way you could satisfy both it and this License would be to refrain entirely from distribution of the Program.


If any portion of this section is held invalid or unenforceable under any particular circumstance, the balance of the section is 

intended to apply and the section as a whole is intended to apply in other circumstances.


It is not the purpose of this section to induce you to infringe any patents or other property right claims or to contest validity of any such claims; this section has the sole purpose of protecting the integrity of the free software distribution system, which is implemented by public license practices. Many people have made generous contributions to the wide range of software distributed through that system in reliance on consistent application of that system; it is up to the author/donor to decide if he or she is willing to distribute software through any other system and a licensee cannot impose that choice.


This section is intended to make thoroughly clear what is believed to be a consequence of the rest of this License.


8. If the distribution and/or use of the Program is restricted in certain countries either by patents or by copyrighted interfaces, the original copyright holder who places the Program under this License may add an explicit geographical distribution limitation excluding those countries, so that distribution is permitted only in or among countries not thus excluded. In such case, this License incorporates the limitation as if written in the body of this License.


9. The Free Software Foundation may publish revised and/or new versions of the General Public License from time to time. Such new versions will be similar in spirit to the present version, but may differ in detail to address new problems or concerns.

Each version is given a distinguishing version number. If the Program specifies a version number of this License which applies to it and "any later version", you have the option of following the terms and conditions either of that version or of any later version published by the Free Software Foundation. If the Program does not specify a version number of this License, you may choose any version ever published by the Free Software Foundation.


10. If you wish to incorporate parts of the Program into other free programs whose distribution conditions are different, write to the author to ask for permission. For software which is copyrighted by the Free Software Foundation, write to the Free Software Foundation; we sometimes make exceptions for this. Our decision will be guided by the two goals of preserving the free status of all derivatives of our free software and of promoting the sharing and reuse of software generally.


NO WARRANTY


11. BECAUSE THE PROGRAM IS LICENSED FREE OF CHARGE, THERE IS NO WARRANTY FOR THE PROGRAM, TO THE EXTENT PERMITTED BY APPLICABLE LAW. EXCEPT WHEN OTHERWISE STATED IN WRITING THE COPYRIGHT HOLDERS AND/OR OTHER PARTIES PROVIDE THE PROGRAM "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE PROGRAM IS WITH YOU. SHOULD THE PROGRAM PROVE DEFECTIVE, YOU ASSUME THE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION.


12. IN NO EVENT UNLESS REQUIRED BY APPLICABLE LAW OR AGREED TO IN WRITING WILL ANY COPYRIGHT HOLDER, OR ANY OTHER PARTY WHO MAY MODIFY AND/OR REDISTRIBUTE THE PROGRAM AS PERMITTED ABOVE, BE LIABLE TO YOU FOR DAMAGES, INCLUDING ANY GENERAL, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE THE PROGRAM (INCLUDING BUT NOT LIMITED TO LOSS OF DATA OR DATA BEING RENDERED INACCURATE OR LOSSES SUSTAINED BY YOU OR THIRD PARTIES OR A FAILURE OF THE PROGRAM TO OPERATE WITH ANY OTHER PROGRAMS), EVEN IF SUCH HOLDER OR OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.


END OF TERMS AND CONDITIONS