Mika by MIDOAN
License File
Version 0.9
MIDOAN END USER LICENSE AGREEMENT
REDISTRIBUTION NOT PERMITTED

By obtaining the Software (the SOFTWARE) this Software License Agreement (the AGREEMENT) will be a binding Agreement between you — the individual or single entity who has purchased this License — (the LICENSEE) and Midoan Software Engineering Solutions Ltd. (MIDOAN).

This Agreement has 3 parts. Part I applies to all license grants. Part II applies if you have not purchased a license to the accompanying SOFTWARE. Part III applies if you have purchased a license to the SOFTWARE.

PART I - TERMS APPLICABLE TO ALL LICENSE GRANTS

1 DEFINITIONS.
1.1 SOFTWARE means the software products, Mika, delivered as binary code and DOCUMENTATION delivered by MIDOAN to the LICENSEE. 

1.2 DOCUMENTATION means all documentation in machine readable form of the accompanying manuals that is provided with the SOFTWARE. 

1.3 MAINTENANCE means bug fixes and error corrections in writing. 

1.4 USER means a single unique physical person permitted to use the SOFTWARE in accordance with this AGREEMENT.

2 GRANT OF LICENSE. 
Subject to the terms and conditions of this AGREEMENT, MIDOAN hereby grants the LICENSEE, and the LICENSEE accepts, a non-exclusive, non-transferable, single USER license to use the SOFTWARE as follows:
 
2.1 To use the SOFTWARE for any purpose, including but not limited to the development of commercial Application Programs, but not including producing commercial versions of the SOFTWARE itself.

2.2 Products developed from the use of the SOFTWARE remain the property of the LICENSEE. No royalty fees or runtime licenses are required on said products.

2.3 To install the SOFTWARE in only one location for use by a single unique physical person.

2.4 To make one (1) copy of the SOFTWARE for archival or back-up purposes. The LICENSEE shall furnish such copy with proprietary marks and symbols identical to those affixed to the SOFTWARE. All archival and back-up copies of the SOFTWARE are subject to the provisions of this AGREEMENT.

2.5 The LICENSEE agrees not to cause or permit the reverse engineering, disassembly, or decompilation of the SOFTWARE.

3 OWNERSHIP.
You acknowledge that the SOFTWARE is the sole and exclusive property of MIDOAN. By accepting this AGREEMENT you do not become the owner of the SOFTWARE, but you do have the right to use the SOFTWARE in accordance with this AGREEMENT. You agree to use your best efforts and all reasonable steps to protect the SOFTWARE from use, reproduction, or distribution, except as authorized by this AGREEMENT.

All brand and product names are trademarks or registered trademarks of their respective holders.

4 SUITABILITY.
MIDOAN has worked hard to make this a quality product, however MIDOAN makes no warranties as to the suitability, accuracy, or operational characteristics of this SOFTWARE. 

5 LIMITATION OF LIABILITY.
To MIDOAN's knowledge the SOFTWARE or the use thereof does not infringe any third party's rights. MIDOAN shall have no responsibility whatsoever for any claims of infringements of patents, trademarks, industrial designs, copyrights or other property rights affecting the LICENSEE’s use of the SOFTWARE.

The foregoing states the entire liability and obligation of MIDOAN with respect to infringement or claims of infringement of any patent, copyright, trade secret, or any other proprietary right.

MIDOAN shall not be liable to the LICENSEE for any loss or damage whatsoever or howsoever caused arising directly or indirectly in connection with this AGREEMENT, the SOFTWARE, its use or otherwise.

Notwithstanding the generality of the above, MIDOAN expressly excludes liability for consequential loss or damage which may arise in respect of the SOFTWARE, its use, the system or in respect of other equipment or property, or for loss of profit, business revenue, goodwill or anticipated savings.

MIDOAN will not be responsible for any direct, indirect, incidental, or consequential damages resulting from the use of the SOFTWARE arising out of the warranty, even if MIDOAN has been advised of such damages.

The product is sold "as-is". 

6 NON-DISCLOSURE.
The LICENSEE undertakes the following as stated in this Section 6.1 through 6.3.

6.1 To keep in confidence all such information concerning the SOFTWARE received under this AGREEMENT;

6.2 To use such information exclusively for the purpose stated in Section 2 of this AGREEMENT;

6.3 To prevent the disclosure of such information outside the LICENSEE’s organisation except for information which is distributed as permitted under this agreement with Application Programs.

7 TERMINATION.
If the LICENSEE defaults in the material performance of any provision of this Agreement, then MIDOAN may give written notice to the LICENSEE — if the default is not cured within thirty (30) days — the AGREEMENT will be terminated. If MIDOAN gives such notice and the default is not cured in MIDOAN's reasonable opinion during the thirty (30) day period, the AGREEMENT will terminate immediately upon notice by MIDOAN.

Termination of this AGREEMENT shall not limit either party from pursuing any other remedies available to it, including injunctive relief.

If a license granted in this AGREEMENT is terminated, the LICENSEE shall undertake the following as stated in this Section 7.1 through 7.2.

7.1 Cease using and copying the SOFTWARE and DOCUMENTATION;

7.2 Certify to MIDOAN within one (1) month after termination that the LICENSEE has destroyed or has returned the SOFTWARE and DOCUMENTATION including all copies thereof. This requirement applies to copies in all forms, partial and complete, and all types of media and computer memory and whether or not modified or merged into other materials.

Use of Application Programs distributed by the LICENSEE to its customers shall not be affected by the termination of this AGREEMENT.

8 TERM.
The SOFTWARE shall be under license effective from the day the LICENSEE installs the SOFTWARE and shall remain in force until the LICENSEE discontinues the use of the SOFTWARE (in which case the LICENSEE must also certify in writing the destruction of any archival copies that may have been made on any memory system or magnetic, electronic, or optical media and likewise any copies of the written materials); or the license is otherwise terminated as provided herein. New versions of the SOFTWARE are available under separate agreements and are not covered or provided by this license.

9 GOVERNING LAW.
This AGREEMENT shall be governed by and construed in accordance with the substantive laws of IRELAND.

PART II – ADDITIONAL TERMS APPLICABLE WHEN LICENSE FEES NOT (YET) PAID.

10 DISCLAIMER OF WARRANTY.
Free of charge SOFTWARE is provided on an "as-is" basis, without warranty of any kind, including without limitation the warranties of merchantability, fitness for a particular purpose and non-infringement. The entire risk as to the quality and performance of the SOFTWARE is borne by the LICENSEE. Should the SOFTWARE prove defective, the LICENSEE and not MIDOAN assume the entire cost of any service and repair. This disclaimer of warranty constitutes an essential part of the agreement.

11 ARTIFICIAL LIMITATIONS.
MIDOAN reserves the right to add additional artificial limitations to the SOFTWARE distributed under part II, free of charge, of the AGREEMENT. In particular, but without limitations, the SOFTWARE may not have all the functionalities and non-functional characteristics of the SOFTWARE that is available under part III, licence paid, of the AGREEMENT.

PART III - ADDITIONAL TERMS APPLICABLE WHEN LICENSE FEES PAID

12 LIMITED WARRANTY.
Provided that the LICENSEE has paid the applicable fees, MIDOAN warrants to the LICENSEE for a period of one (1) month from the day the LICENSEE installs the SOFTWARE that the SOFTWARE will substantially perform the functions described in the DOCUMENTATION provided by MIDOAN. If MIDOAN finds a substantial deviation in the SOFTWARE's performance during this period, MIDOAN will use its best efforts to replace or modify the SOFTWARE so that it performs substantially in accordance with the DOCUMENTATION. Other than as stated in this section, there is no representation or warranty, express or implied, as to any matter whatsoever, including without limitation, the condition of the SOFTWARE, its merchantability or fitness for a particular purpose and warranty of non-infringement of third parties’ rights.

If any modifications are made to the SOFTWARE by you during the warranty period; if the media is subjected to accident, abuse, or improper use; or if you violate the terms of this AGREEMENT, then this warranty shall immediately be terminated. This warranty shall not apply if the SOFTWARE is used on or in conjunction with hardware or software other than the unmodified version of hardware and software with which the SOFTWARE was designed to be used as described in the DOCUMENTATION.

The SOFTWARE is sold on an "as-is" basis.

13 MAINTENANCE.
MAINTENANCE is included for the first three (3) months from the day the LICENSEE receives the permanent license key codes for the SOFTWARE. Subject to MIDOAN’s discretion, subsequent maintenance periods may be made available to the LICENSEE for a fee.

MIDOAN undertakes to make reasonable efforts to provide the LICENSEE the following maintenance in respect to the use of the SOFTWARE, as stated in this Section 13.1 through 13.7.

13.1 Any reproducible error(s) for which verification is required shall be reported in writing to MIDOAN. The LICENSEE undertakes, before an error(s) report is sent to MIDOAN, to ascertain that the error(s) has not already been reported by MIDOAN; verify that the error(s) is reproducible; and provide to MIDOAN, in machine readable form, all the information necessary to reproduce the error(s). MIDOAN undertakes to confirm receipt of the error(s) report in writing to the LICENSEE; analyse the error(s) report and verify the existence of the error(s); and, if the reported error(s) seriously affects the use of the SOFTWARE and can be circumvented, to create a temporary solution;

13.2 MIDOAN shall in writing provide answers to questions regarding installation, configuration and documentation, as well as generally advise regarding submitted reports on error(s);

13.3 MIDOAN shall make available to the LICENSEE all updates of the SOFTWARE as soon as these have been made generally available by MIDOAN;

13.4 MIDOAN shall advise the LICENSEE of new versions of the SOFTWARE as soon as they have been made generally available;

13.5 New versions or notification of new versions will only be provided to the LICENSEE via the single USER contact provided by the LICENCEE during registration with MIDOAN;

13.6 MIDOAN shall have no obligation to support, or otherwise maintain, the SOFTWARE that is not the then current release;

13.7 MIDOAN will have no obligation to correct defects or difficulties due to the LICENSEE modifying the SOFTWARE, changing its system or computer environment, using the SOFTWARE on equipment not recommended by MIDOAN or installing it in a way not recommended by MIDOAN, or other causes external to the SOFTWARE.