The following is the License Agreement that accompanies the setup of GeneXus (International Edition):
GENERAL CONDITION OF USE OF GENEXUS INTELLECTUAL PROPERTY LICENSE
SCOPE AND PURPOSE
These general terms and conditions of use are valid and mandatory for all users (hereinafter the “CLIENT”) who access the intellectual property license of copies of GeneXus (hereinafter referred to as “GeneXus”), a knowledge-based intelligent creation of GeneXus S.A. which automatically designs, generates, and maintains databases and applications.
GeneXus S.A. (hereinafter the Manufacturer) declares, and the CLIENT agrees that the intellectual creation of GeneXus, and the GeneXus, GXflow, GXportal, GXquery, GXserver names and logos, as well as any other trademark that the Manufacturer may launch in connection with GeneXus, regardless of whether or not they are registered, are the property of the Manufacturer. This intellectual property also includes the software, and its source code, design, and database structure, as well as its new versions, improvements or modifications.
CLIENTS' OBLIGATIONS
The CLIENT undertakes to:
a) Acknowledge and respect the ownership of Intellectual Property rights belonging to GeneXus;
b) Comply with these general conditions of use of the GeneXus license;
c) The CLIENT undertakes to use GeneXus in compliance with the instructions and specifications indicated in the materials associated with it, and by adequately trained personnel;
d) Use the license as authorized;
e) Make payments as agreed.
PROHIBITION TO ASSIGN/SUBLICENSE /TRANSFER/MISUSE
The granting of the license to use GeneXus does not directly or indirectly imply any transfer of such ownership and it doesn't entitle the CLIENT to transfer, under any title, the licenses of use which are the subject matter hereof. In addition, the CLIENT is expressly prohibited from duplicating, transmitting to another computer, modifying, adapting, maintaining, correcting errors, leasing, loaning, disclosing or publishing the licensed computer program or its identifying trademarks.
NON-DISCLOSURE/NO REGISTRATION
The CLIENT undertakes not to make public, nor use for its own benefit or that of third parties, any of the ideas and techniques on which GeneXus is based. In particular, the CLIENT agrees not to reverse engineer it in order to interpret its code, nor to enable others to do so. Likewise, it will not apply for the registration of trademarks that are the same, similar, and/or confusingly similar to the ones owned by GeneXus (whether they are registered or in use).
CONDITIONS OF THE GENEXUS LICENSE OF USE
a) Each development station will require a use license;
b) This license is personal, non-exclusive and non-transferable. The programs generated with GeneXus, however, can be used without restrictions;
c) The CLIENT will use the GeneXus programs and documentation in an exclusive manner, and agrees not to provide copies of any of them to third parties;
d) Depending on the generated code, GeneXus may use third-party components. It is the CLIENT’s responsibility to assess the licensing status of the components used in the generated application and purchase the corresponding licenses according to the Manufacturer's policy. The list of components used by GeneXus is available and up to date in the GeneXus Website;
e) In no event shall the CLIENT be allowed to disable the protection mechanisms against non-authorized use of GeneXus. The Manufacturer reserves the right to modify these mechanisms and/or add new ones at any time.
PAYMENT
This Intellectual Property rights license will only be valid if the CLIENT has paid the corresponding price to the Manufacturer or to the AUTHORIZED DISTRIBUTOR in its territory. The CLIENT undertakes to prove that it has made this payment at any time if requested to do so. The Manufacturer may deliver temporary activation keys until full payment of the price of the licenses has been received, and may audit the licenses installed by the CLIENT.
ANNUAL FEE FOR VERSION UPGRADES, TECHNICAL SUPPORT AND LIMITED WARRANTY
To this end, the CLIENT will pay annually in advance, for each licensed copy, 20% (twenty percent) of the license price in effect at that time. This fee must start to be paid, for each copy, one year from the date of purchase, as the first 12 (twelve) months are covered by a warranty. This fee is indivisible and must be paid for all licensed copies, regardless of whether those copies were purchased at standard or special prices. The CLIENT not included in this plan can join it at any time by paying 40% (forty percent) of the then-current license prices. This amount must be paid per year in advance.
For the CLIENT who is up to date with the payment of this fee, as well as for those who opt for Rental and/or Subscription type methods, as long as their agreements are still in force, the Manufacturer and the CLIENT agree on the following:
a) The CLIENT commits to ensuring that its developers have adequate training in GeneXus, and that they pass the technical courses determined by the Manufacturer;
b) The Manufacturer will provide free of charge the new versions and/or upgrades released of each licensed copy during the term of the agreement;
c) The Manufacturer warrants that GeneXus works substantially in accordance with the associated technical documentation and undertakes to make its best efforts to correct any errors that may be found. To request this assistance, the CLIENT must always use the latest version released of each licensed copy;
d) Any errors found in GeneXus by the CLIENT must be immediately notified to the Manufacturer or to the AUTHORIZED DISTRIBUTOR, by the means made available for this purpose and in the clearest and most detailed manner possible. For these purposes, the Manufacturer and/or the AUTHORIZED DISTRIBUTOR will provide the CLIENT, at no charge when the foregoing conditions are met, with the support necessary to examine these occasional errors.
e) It must be understood that the Manufacturer’s responsibility is limited to correcting errors, and that it can in no way be held responsible, either implicitly or explicitly, for any direct or consequential damages, loss of profit, or savings not realized that may result for GeneXus users or in relation to any third party.
f) To give remote access to version upgrades and/or technical support, the Manufacturer may require the submission of user data to its servers, for both locally installed licenses and those used in SaaS (Software as a Service) mode.
g) Should the Manufacturer have to access personal data to deliver the service, it undertakes not to use this data for any other purposes, disclose it to a third party or, in general, use it inappropriately.
CONFIDENTIALITY
The Manufacturer undertakes to maintain the confidentiality of the information provided by the CLIENT for the performance of the license of use. Confidential information does not include information that is made public by the CLIENT, or that must be disclosed to comply with the law, a court order, or an act by a competent authority. This duty will be maintained for a period of three years from the end of the relationship.
TERRITORY
The copies of GeneXus which are the subject matter of this agreement may be used exclusively by the CLIENT, and within the territory of the country where they were purchased.
If, in the future, the AUTHORIZED DISTRIBUTOR of a given territory ceases to be so for any reason, the Manufacturer shall acquire the corresponding rights and obligations, which it may exercise directly or by appointing a new AUTHORIZED DISTRIBUTOR.
TERM
The term of the license of use of GeneXus shall be the term arising from the Business Proposal and/or the corresponding Invoice. This license of use may be terminated for the reasons provided for in the current Intellectual Property legislation or any infringement of the obligations of this agreement.
NOTIFICATIONS
Any notice to be given by the parties in connection with the performance of this agreement shall be given directly to the Manufacturer at:
GeneXus S.A.
Av. Italia 6201, Parque Tecnológico Edif. Los Pinos P.1
11500 Montevideo – Uruguay
Or in electronic format at: info@genexus.com
PRINCIPLE OF RELATIONSHIP PRESERVATION
If any provision or provisions hereof are found by a competent court to be contrary to law, such provision or provisions shall be redrafted so as to reflect as closely as possible the intentions of the parties, while the other provisions shall remain in full force and effect.
In the event that any provision of this Agreement is invalid or unenforceable, the valid or enforceable portion and the remaining provisions of the Agreement shall remain in full force and effect.
WAIVER OF RIGHTS AND OTHERS
Any waiver of either party's right to complain (either explicitly or implicitly) about any breach of this Agreement shall not constitute a waiver of the right to complain about any other or subsequent breach. No provision of the Agreement shall be waived by any act, omission or ignorance of a party or its representatives or employees, but by a written and signed instrument expressly waiving such provision.
JURISDICTION AND VENUE
This agreement shall be governed by the current legislation of the Republic of Uruguay, and any disputes in connection with the compliance of the obligations thereof will be settled before the ordinary judicial courts sitting in the city of Montevideo.
The installation of the licensed software product implies the acceptance of the current licensing terms.