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This License applies to the 10Duke SDK (Java) Standard Edition. You accept this License Agreement by downloading, installing, saving or accessing in any other way the SDK. Acceptance will create a legal agreement between 10Duke and you. No other person has any rights under this License Agreement. Where you are using the SDK on behalf of an organisation, you personally warrant that you are authorised to bind that organisation to the terms of this License Agreement.
You acknowledge that all intellectual property rights (including without limit copyright) in the SDK are the property of 10Duke or its licensors.
Subject to payment of all fees and compliance with the other terms of this License Agreement, you may:
You undertake not to use the SDK for any purposes other than those set out above. All other rights are reserved. This License is worldwide and shall, subject to termination as provided for below, be irrevocable. You are not entitled to sub-license or assign all or any of your rights under this License Agreement without the prior written approval of 10Duke.
You may redistribute libraries from the SDK to end users or clients as part of a Derivative Application that you have created. For example, should you create a peer to peer communication client like Skype, the SDK libraries may be distributed as part of that Derivative Application.
You may create copies of the SDK for the purposes set out above and for back-up purposes only. You may not modify, alter, reverse engineer or disassemble the SDK. 10Duke may from time to time grant an Evaluation Period for the purpose of allowing you to evaluate the suitability of the SDK for your needs. The Evaluation Period provides you with the right to use the SDK for evaluation purposes only for an agreed period time, following which the SDK can only be used with the purchase of a Developer Subscription and the SDK License.
Nothing in this License Agreement licenses you to use any trade mark of 10Duke (whether registered or unregistered). You may not represent yourself as an official partner of 10Duke or imply any other association without the express written consent of 10Duke.
Notwithstanding any other term of this License Agreement, you may not use the SDK or any Derivative Applications for any illegal or immoral purposes, including without limit the communication of racist, xenophobic or terrorist material.
You agree to treat the SDK as confidential information and not to disclose it to any person except a provider of information technology services who has been engaged by you to provide development or hosting services and who has agreed to absolute restrictions on use, otherwise than for the purpose of providing services to you, and onward disclosure, of the SDK.
You shall not remove any copyright, trademark or patent notice in the SDK code and shall include an express prohibition of these terms in all instances where your application code is disclosed.
The Developer's Subscription is required for each separate developer working with the SDK and who has any or all of the libraries contained in the SDK on any computer device or media. The Developer's Subscription is payable immediately, should you wish to keep using the SDK, upon expiry of the Evaluation Period. A Developer Subscription cannot be held without the purchase of at least one SDK License although multiple Developer Subscriptions can relate to a single SDK License. The Developer's Subscription is payable annually.
For any application that is created using any of the libraries included in the SDK, you will become liable to pay us the License Fee. An SDK License must be purchased following the expiry of the Evaluation Period. For subsequent Licenses, you must notify us and make payment of the appropriate License fee within 7 days of the release of your application into a Production Environment. For the avoidance of doubt, an SDK License would be required for each of the following applications:
An optional maintenance fee can be paid in relation to the SDK License Fee. Payment of the maintenance fee entitles you to access version updates and patches released for the SDK (access to code updates, bug fixes and minor new improvements to the SDK). The first year's maintenance is included in the initial SDK License fee. If it any time your SDK License does not have a valid Maintenance Subscription associated with it and you decide to renew the Maintenance Subscription, this may require the renewal of the SDK License to the most recent version.
10Duke warrants that it is able to grant the Licenses granted under this License Agreement. The SDK is otherwise provided "as is" and all other warranties (express or implied), including without limit in relation to the quality or fitness for any particular purpose of the SDK, or its compliance with any description, are excluded. You must satisfy yourself as to the functionality and potential of the SDK during the Evaluation Period and its fitness for your purpose(s).
The SDK does contain some 3rd party licenses. These are distributed in accordance with their specific license terms and these terms are contained in the SDK.
In the event of default, interest will be payable at the rate of 10% per annum, accruing daily and compounding monthly (both during and after the termination of this agreement). All fees are exclusive of taxes, including value added tax, which will be added to your invoice as applicable.
10Duke may terminate this License Agreement immediately by notice to you if you fail to pay any sums due to 10Duke (whether under this License Agreement or otherwise) within 7 days of the due date or commit any other breach of this License Agreement or other contract entered into between you and 10Duke.
You may terminate this License Agreement by ceasing use of the SDK at any time.
On termination of this License Agreement, howsoever arising, you must immediately and irrevocably destroy or delete all copies of the SDK, whether as a standalone product or as a component in a Derivative Application, which are in your possession. This term survives the termination of this License Agreement.
Termination is without prejudice to the accrued rights and liabilities of the parties.
10Duke shall have the right, at its own expense, to access your books and records as may be reasonably necessary to verify the accuracy of the license fees payable as a result of your use of the SDK. Such access shall be conducted after thirty (30) days' prior written notice to you and during ordinary business hours, will be conducted in a manner that is not disruptive to your operations, and shall not be more frequent than once per calendar year. If the results of an audit show any underpayment by you to 10Duke in respect of the fees described under section 3 and displayed on developer.10duke.com, you shall pay to 10Duke within 14 business days the amount of any such underpayment plus a penalty fee of 50% of the total underpayment, notwithstanding section 6. Any audit or inspection conducted under this License Agreement by 10Duke or its agents or contractors will be subject to the confidentiality provisions of this License Agreement.
If any dispute arises under this Section 7.1 between 10Duke and you relating to underpayments, and such dispute cannot be resolved within thirty (30) days, 10Duke shall hold a meeting with you, to attempt in good faith to negotiate a resolution of the dispute. If, within sixty (60) days after such meeting request, 10Duke and you have not succeeded in negotiating a resolution of the dispute, 10Duke may pursue any other available remedy, including, upon prior written notice to you, instituting legal action.
10DUKE ACCEPTS NO LIABILITY WHATSOEVER (WHETHER IN CONTRACT, TORT OR OTHERWISE) IN RELATION TO CONSEQUENTIAL OR INDIRECT LOSSES, INCLUDING WITHOUT LIMIT LOSS OF PROFITS, LOSS OF GOODWILL AND LOSS OF REVENUE, IN CONNECTION WITH THE DOWNLOAD OR USE OF THE SDK. 10DUKE ACCEPTS NO LIABILITY (WHETHER IN CONTRACT, TORT OR OTHERWISE) FOR LOSS OR CORRUPTION OF DATA IN CONNECTION WITH THE DOWNLOAD OR USE OF THE SDK. 10DUKE WILL NEVER KNOWINGLY TRANSMIT ANY MALWARE DURING DOWNLOAD, BUT IT IS YOUR RESPONSIBILITY TO ENSURE THAT THE SECURITY OF YOUR MACHINE IS PROTECTED. NO LIABILITY (WHETHER IN CONTRACT, TORT OR OTHERWISE) IS ACCEPTED IN RELATION TO ACCIDENTAL DAMAGE TO YOUR COMPUTER OR BREACHES OF SECURITY IN CONNECTION WITH THE DOWNLOAD OR USE OF THE SDK. WITHOUT PREJUDICE TO THE EXCLUSIONS OF LIABILITY STATED ABOVE, 10DUKE'S MAXIMUM AGGREGATE LIABILITY IN CONNECTION WITH THE DOWNLOAD OR USE OF THE SDK (WHETHER IN CONTRACT, TORT OR OTHERWISE) SHALL BE LIMITED TO THE AMOUNT OF THE FEES ACTUALLY PAID BY YOU.
You agree to indemnify 10Duke in relation to any losses, costs and expenses arising from a breach of the terms of this License Agreement by you or the actions of a sub-licensee, where approved by 10Duke, (including direct sub-licensees, sub-sub-licensees, and so on) where those actions constitute an infringement of 10Duke's intellectual property rights or a breach of their sub-license.
10Duke is not required to provide any support but has a full range of development and support services available, some free of charge and some at additional cost. These can be found at http://developer.10duke.com
This agreement and all matters connected with it (including non-contractual claims) are governed by the Law of England and Wales and the Courts of England and Wales shall have exclusive jurisdiction in relation to them, save that this shall not prevent 10Duke from bringing proceedings against you in the courts of any jurisdiction.
If you are viewing a printed version of this License Agreement, please note that 10Duke may vary the terms of the License Agreement from time to time. It is the version advertised on our website at the time of each download which is applicable to that download. If any provision of this License Agreement is found by a court of competent jurisdiction to be unenforceable, the remaining provisions will continue in full force and effect.