589 lines
36 KiB
Plaintext
589 lines
36 KiB
Plaintext
PySimpleGUI License Agreement
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Version 1.0, Last updated: January 17, 2024
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This PySimpleGUI License Agreement (the "Agreement") governs the use,
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reproduction, distribution, modification and all other exploitation of
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PySimpleGUI. The Agreement is made by and between PySimpleSoft, Inc.
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("Licensor") and the person or legal entity using PySimpleGUI hereunder
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("Licensee" and, together with Licensor, the "Parties").
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If you are using PySimpleGUI on behalf of a legal entity such as an employer,
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then "Licensee" means that legal entity, and you represent and warrant that you
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have the authority and capacity to enter into this Agreement on behalf of
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Licensee.
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"PySimpleGUI" consists of the following materials:
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* the PySimpleGUI software library, version 5.0 or later (the "Library");
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* the PySimpleGUI Library documentation (the "Documentation");
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* sample programs demonstrating use of the Library (the "Demo Programs"); and
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* utility programs relating to PySimpleGUI (the "Utilities").
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PySimpleGUI may require you to obtain and use third-party software which is
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distributed under separate license terms. Any such software is not considered
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"PySimpleGUI" hereunder and is subject solely to such separate license terms.
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PySimpleGUI is made available to Licensee pursuant to this Agreement for the
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purpose of (1) pursuant to Section 1.2, enabling Authorized Developers to use
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the Library in connection with developing Licensee Applications, and to use the
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Documentation, the Demo Programs and the Utilities in connection therewith; and
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(2) pursuant to Section 1.3, enabling End Users of the Licensee Applications to
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execute the Library as a dependency of the Licensee Applications; each as
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defined and more fully set forth herein and subject to the limitations set
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forth herein.
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Licensor agrees to license PySimpleGUI to Licensee only in accordance with the
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terms of this Agreement. By using PySimpleGUI, Licensee agrees to be bound by
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the terms of this Agreement. If you do not agree to the terms of this
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Agreement, you may not copy, use, distribute, modify or otherwise attempt to
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exploit PySimpleGUI.
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Licensee acknowledges that Licensor may from time to time update or modify this
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Agreement, by publishing a new version of this Agreement on Licensor's website.
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Licensee may continue to use the version of PySimpleGUI that it previously
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obtained under the prior version of this Agreement, but any version of
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PySimpleGUI received or used thereafter shall be subject to the updated version
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of this Agreement.
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Accordingly, in consideration of the mutual covenants set forth herein, the
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receipt and sufficiency of which is hereby acknowledged, the Parties agree as
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follows.
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1. Authorized Developers; License Grants; Limitations.
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1.1. Definitions. As used herein:
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* "Authorized Developer" means any individual person who has registered on
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Licensor's site at https://PySimpleGUI.com (the "Site") to develop one or
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more of Licensee's own applications which make use of the Library as a
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dependency in accordance with Section 1.5 (collectively, "Licensee
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Applications") and is either (1) a Hobbyist Developer; or (2) a Commercial
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Developer who has purchased an active PySimpleGUI paid license hereunder, in
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effect at the time of development, which is fully paid up pursuant to Section
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3.
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* "Hobbyist Developer" means any individual who uses PySimpleGUI for
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development purposes solely for either or both of the following: (1) personal
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(e.g., not on behalf of an employer or other third party), Non-Commercial
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purposes; or (2) Non-Commercial educational or learning purposes (1 and 2
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together, the "Permitted No-cost Purposes").
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* "Commercial Developer" means any individual who uses PySimpleGUI for
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development purposes who is not a Hobbyist Developer.
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As used in this Section 1, "Non-Commercial" means use which is both (1) not on
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behalf or for the benefit of any company or other organization; and (2) not
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involving the receipt of any commercial advantage or monetary compensation. If
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you have questions about whether your contemplated use is "Non-Commercial,"
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please contact us at license@pysimplegui.com.
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For the avoidance of doubt:
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* Only Authorized Developers (e.g., Hobbyist Developers and Commercial
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Developers who satisfy the requirements for Authorized Developers) may use
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PySimpleGUI for development purposes.
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* A Hobbyist Developer may not use PySimpleGUI for any development purpose
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other than the Permitted No-cost Purposes.
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* Only Commercial Developers may use PySimpleGUI to develop Licensee
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Applications for any commercial purpose; for the benefit of, on behalf of or
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on computer hardware belonging to an employing company or other organization;
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or for commercial educational purposes, such as the development of a paid
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training course.
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If you have questions about whether your contemplated Licensee Application
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would be a Permitted No-cost Purpose subject to a Hobbyist Developer license,
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please contact us at license@pysimplegui.com.
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1.2. Development License Grants. Subject to the terms and conditions of this
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Agreement:
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1.2.1. Library. Licensor grants Licensee a limited, personal, revocable,
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non-exclusive, non-sublicensable, non-transferable license during the Term (1)
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for its Authorized Developers to internally install, use, reproduce and modify
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the Library to develop Licensee Applications; and (2) to redistribute the
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Library to recipients of its Licensee Applications ("End Users"); provided,
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that such redistribution may not include publishing the source code of the
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Library (in modified or unmodified form) in a publicly accessible website or
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repository or in other publicly accessible form.
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1.2.2. Documentation. Licensor grants Licensee a limited, personal, revocable,
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non-exclusive, non-sublicensable, non-transferable license during the Term for
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its Authorized Developers to internally access, use, and reproduce a reasonable
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number of copies of the Documentation for the sole purpose of facilitating the
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use of the Library by Licensee Applications in accordance with this Agreement.
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For the avoidance of doubt, Licensee may not modify or redistribute the
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Documentation.
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1.2.3. Demo Programs. Licensor grants Licensee a limited, personal, revocable,
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non-exclusive, non-sublicensable, non-transferable license during the Term to
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install, use, execute, reproduce and modify the Demo Programs, and to
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incorporate modified portions of the Demo Programs into the Licensee
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Applications; provided, that (1) the Demo Programs may not be used for any
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purposes other than in connection with the use of the Library; and (2) the Demo
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Programs may not be (individually or as a whole) redistributed in unmodified
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form or as a program with substantially similar functionality to the Demo
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Programs.
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1.2.4. Utilities. Licensor grants Licensee a limited, personal, revocable,
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non-exclusive, non-sublicensable, non-transferable license during the Term to
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install, use, execute, reproduce and modify the Utilities, but not to
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distribute or publish the Utilities or any modified version.
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1.2.5. Developer Key Required. The licenses granted in this Section 1.2 may
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only be exercised by Authorized Developers within the period of time during
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which each such Authorized Developer has a then-active Developer Key pursuant
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to Section 3. Licensor may in its discretion permit recipients of PySimpleGUI
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to make limited use of it for a limited trial period without a Developer Key.
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1.2.6. Limitations for Hobbyist Developers. For Hobbyist Developers, the
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licenses granted in this Section 1.2 may only be exercised for the Permitted
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No-cost Purposes.
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1.2.7. Limitations on Modification of the Library. Licensee's right to modify
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the Library pursuant to this Section 1.2 is further limited as follows: (a)
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Licensee may not modify or extend the Library or take any other action which
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has the effect of enabling bypass of the Library's protection mechanisms
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requiring the use of valid Developer Keys or Distribution Keys. (b) Licensee
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explicitly acknowledges and agrees that Licensor's digital signature of the
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Library is only applicable to the unmodified Library as made available by
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Licensor, and that any modifications to the Library will result in Licensor's
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digital signature no longer applying to the modified version.
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1.2.8. Limitations on Distribution of the Library. Licensee's right to
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distribute the Library (in modified or unmodified form) pursuant to this
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Section 1.2 is subject to Licensee (a) including the applicable proprietary
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notices set forth in Section 2.2; and (b) including the PySimpleGUI Flow-Down
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License Terms set forth in Exhibit A in the license terms that Licensee uses to
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distribute the Licensee Application.
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1.2.9. Distribution Keys. Commercial Developers may obtain from Licensor a
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PySimpleGUI distribution key ("Distribution Key") through the Authorized
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Developer's Site account and utilizing the Distribution Key through the
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protection mechanism made available in the Library to permit distribution to
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End Users. The Commercial Developer may use its Distribution Key to enable End
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Users to install and execute the Licensee Applications, including the Library
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incorporated therein, without requiring each recipient to obtain a Developer
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Key or be limited to a trial period as described in Section 1.2.5. Licensee
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shall be responsible for all activities occurring under Distribution Keys
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obtained by its Authorized Developers and for the compliance with this
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Agreement of all Licensee Applications using such Distribution Keys.
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1.3. Run-time End User License Grant. Subject to the terms and conditions of
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this Agreement, Licensor grants Licensee a limited, personal, revocable,
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non-exclusive, non-sublicensable, non-transferable license during the Term to
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install and execute the Library solely for it and its employee End Users to
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internally use the corresponding Licensee Applications with which the Library
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is distributed. For the avoidance of doubt, the license set forth in this
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Section 1.3 does not permit modification, external redistribution, integration
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of the Library with other software, or any other use of the Library (for
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development purposes or otherwise) except solely as distributed with the
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unmodified Licensee Applications; any such activities are permitted only by
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Authorized Developers and only to the extent permitted by Section 1.2. If the
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Licensee Application does not include a valid Distribution Key from a
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Commercial Developer, then the period of use of the Library within the Licensee
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Application will be limited to a trial period for any End User who does not
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register as an Authorized Developer hereunder.
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1.4. License Restrictions. The licenses granted to Licensee hereunder are
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expressly made subject to the following limitations: except as expressly
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permitted herein, Licensee may not (and shall not permit any third party to):
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(a) copy all or any portion of PySimpleGUI; (b) modify or translate
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PySimpleGUI; (c) reverse engineer, decompile or disassemble the Software, in
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whole or in part, except solely to the extent permitted under applicable law;
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(d) create derivative works based on PySimpleGUI; (e) publicly display or
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publish PySimpleGUI; (f) rent, lease, sublicense, sell, distribute, assign,
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transfer, or otherwise permit access to PySimpleGUI to any third party; (g)
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bypass or work around any requirements for license keys, limitations on access,
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or obfuscation or security mechanisms incorporated into PySimpleGUI; (h) use
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PySimpleGUI for illegal or otherwise harmful purposes, including without
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limitation harassment, defamation, creation or delivery of unsolicited emails
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or spam, infringement of third party intellectual property rights or other
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third party rights, or distribution of viruses, worms, malware or other harmful
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or destructive software; (i) incorporate PySimpleGUI or any portion thereof
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into any software that purports to subject it to open source software or
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similar license terms, including any prior version of PySimpleGUI (modified or
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unmodified) which was previously distributed under such licenses; or (j)
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exercise any other right to PySimpleGUI not expressly granted in this
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Agreement.
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1.5. Licensee Application Prohibitions. Notwithstanding anything else in
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this Agreement, Licensee shall ensure that Licensee Applications (a) do not
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have the purpose, intent or functionality of enabling End Users to make further
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use of PySimpleGUI for their own development purposes or to carry out any
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activities otherwise restricted or prohibited hereunder; (b) do not have a
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substantially similar purpose to PySimpleGUI; (c) do not enable End Users to
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interact, integrate or otherwise develop user interfaces via direct or indirect
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access to PySimpleGUI's functionality; and (d) are not intended or designed for
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use in high-risk use cases that could reasonably result in death, severe bodily
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injury, or other physical property or environmental damage.
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1.6. No Use with Earlier Versions of PySimpleGUI. For the avoidance of
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doubt, no portions of PySimpleGUI distributed under this Agreement may be used
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in connection with, or in any way incorporated with or into, any versions of
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the PySimpleGUI library prior to version 5.0 that have been distributed under
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the GNU Lesser General Public License.
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1.7. Additional Grant to Python Software Foundation. With regards to
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portions of PySimpleGUI that Licensor uploads to PyPI, Python Software
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Foundation ("PSF") may copy and redistribute such portions unmodified on PyPI
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in the form provided by Licensor, with no further action required by PSF.
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1.8. Prohibition on Training Artificial Intelligence. As used herein,
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"Artificial Intelligence" means a system or model that is intended to generate
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or identify patterns in code or data, produce insights or correlations, or make
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predictions, recommendations, or decisions; in each case, where the system or
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model operates using machine learning, neural networks, large language models,
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or other approaches designed to approximate cognitive abilities. Licensee shall
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not (and shall not directly or indirectly permit or assist anyone else to) use
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PySimpleGUI, or any part thereof, to train an Artificial Intelligence that is
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offered to third parties on a commercial basis or as part of a larger
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commercial offering. The preceding sentence does not prohibit use of
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PySimpleGUI in conjunction with an Artificial Intelligence in other ways, such
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as developing a front-end user interface.
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2. Intellectual Property Ownership; Notices.
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2.1. Licensor Ownership. PySimpleGUI is not sold to Licensee, and all rights
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not expressly granted herein are reserved to Licensor. As between the parties,
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Licensor and its licensors own all right, title and interest in and to
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PySimpleGUI and any part thereof, including, without limitation, all
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copyrights, patents, trademarks, trade secrets or other intellectual property
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or proprietary rights.
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2.2. Proprietary Notices. Licensee shall not modify or remove any copyright
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or patent notices or other proprietary notices or markings from any portion of
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PySimpleGUI (whether modified or unmodified) without Licensor's explicit
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written permission. Licensor shall ensure that any Licensee Applications that
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use the Library include a notice in the following form within the Licensee
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Application as well as any corresponding Licensee documentation or materials:
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For unmodified versions of PySimpleGUI:
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This product includes PySimpleGUI (https://PySimpleGUI.com). PySimpleGUI
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is Copyright (c) PySimpleSoft, Inc. and/or its licensors. Use of
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PySimpleGUI is subject to the license terms available at
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https://PySimpleGUI.com/eula
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PYSIMPLEGUI IS PROVIDED "AS IS," WITHOUT ANY WARRANTIES, WHETHER EXPRESS OR
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IMPLIED. PYSIMPLESOFT DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WITHOUT
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LIMITATION THE IMPLIED WARRANTIES OF NONINFRINGEMENT, TITLE,
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MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
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For modified versions of PySimpleGUI:
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This product includes a modified version of PySimpleGUI
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(https://PySimpleGUI.com). PySimpleGUI is Copyright (c) PySimpleSoft, Inc.
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and/or its licensors. Use of PySimpleGUI is subject to the license terms
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available at https://PySimpleGUI.com/eula
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PYSIMPLEGUI IS PROVIDED "AS IS," WITHOUT ANY WARRANTIES, WHETHER EXPRESS OR
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IMPLIED. PYSIMPLESOFT DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WITHOUT
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LIMITATION THE IMPLIED WARRANTIES OF NONINFRINGEMENT, TITLE,
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MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
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If the Licensee Application or the corresponding Licensee documentation or
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materials include Licensee's copyright notices or other third parties' notices,
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then Licensee shall include the above notice together with such notices.
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2.3. Licensor Marks. As between the parties hereto, all of Licensor's
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trademarks and service marks applicable to Licensor or PySimpleGUI
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(collectively, the "Licensor Marks") are the sole property of Licensor and/or
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its licensors. Subject to the terms and conditions of this Agreement, Licensor
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grants Licensee a limited, personal, revocable, non-exclusive,
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non-sublicensable, non-transferable license to use the Licensor Mark
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"PySimpleGUI" in connection with Licensee's permitted distribution of the
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Library hereunder. The license set forth in this Section 2.3 is explicitly
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conditioned on (a) Licensee's agreement not to challenge Licensor's ownership
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of the Licensor Marks at any time during the Term or thereafter; (b) Licensee
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ensuring that any modified version of the Library is clearly and prominently
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noted as such; (c) Licensee complying with all trademark usage guidelines and
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requirements that Licensor may publish from time to time; and (d) Licensee
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immediately correcting incorrect usage of the Licensor Marks upon request from
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Licensor. Licensee shall immediately cease usage of the Licensor Marks upon
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written notice thereof from Licensor. All goodwill arising from use of the
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Licensor Marks shall inure to the benefit of Licensor.
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3. Developer Keys; Fees and Payments.
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3.1. Developer Keys. In order to develop Licensee Applications pursuant to
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Section 1.2 (and subject to any limited trial period usage as may be permitted
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by Licensor from time to time), each Authorized Developer shall obtain a
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PySimpleGUI developer license key ("Developer Key") by registering on the Site
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as set forth therein. Each Developer Key is personal to the specific Authorized
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Developer, and Licensee shall not permit Authorized Developers to disclose,
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share or reuse Developer Keys. For the avoidance of doubt, any disclosure,
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sharing or reuse of a Developer Key by Licensee's Authorized Developers,
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whether or not authorized by Licensee, shall be a material breach permitting
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termination of this Agreement pursuant to Section 8.3. Developer Keys are
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Licensor's Confidential Information pursuant to Section 5. Developer Keys are
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limited to a specified time period (which shall be annual from the start date
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of the Developer Key, unless otherwise explicitly stated by Licensor). Upon the
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expiration of a Developer Key, the corresponding Authorized Developer may no
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longer use the Developer Key and must obtain a new Developer Key from the Site
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in order to continue using PySimpleGUI for development purposes pursuant to
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Section 1.2.
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3.2. Fees for Commercial Developer Keys; Taxes. Before obtaining each
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Developer Key for a Commercial Developer, Licensee shall pay to Licensor the
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corresponding fees as stated on the Site and using the payment mechanism made
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available on the Site. All payments shall be made in United States dollars. All
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amounts payable by Licensee hereunder are exclusive of taxes and similar
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assessments, and Licensee is responsible for all sales, use, and excise taxes,
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and any other similar taxes of any kind imposed by any federal, state, or local
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governmental or regulatory authority on any amounts payable by Licensee
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hereunder, excluding any taxes imposed on Licensor's income.
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3.3. Accuracy of Registration Details. Licensee represents and warrants that
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(a) all information provided by it and its Authorized Developers when
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registering for Developer Keys shall be truthful, accurate, complete and not
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misleading, and (b) it and its Authorized Developers shall not misrepresent
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their use of PySimpleGUI as qualifying for a Hobbyist Developer Key if their
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use does not satisfy the Permitted No-cost Purposes.
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4. Support and Updates.
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4.1. Support. Licensor has no obligation hereunder to provide support to
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Licensee or its Authorized Developers. Authorized Developers may submit
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Feedback (as defined in Section 5.4) consisting of issues and bug reports to
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the PySimpleGUI software repository as described on the Site or in the
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Documentation. Licensor may in its sole discretion address such issues or bug
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reports in current or future versions of PySimpleGUI, but has no obligation to
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do so.
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4.2. Updates. Licensor has no obligation hereunder to make available updated
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versions of PySimpleGUI. In the event that Licensor elects to make available an
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updated version of PySimpleGUI, then Authorized Developers with a then-active
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Developer Key may download and use the updated version, and the updated version
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shall be included in the definition of "PySimpleGUI" thereafter for purposes of
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this Agreement.
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5. Confidentiality; Feedback.
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5.1. Confidential Information. Licensee acknowledges that portions of
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PySimpleGUI and certain other materials are confidential as provided herein.
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"Confidential Information" means any and all information, whether provided in
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writing, orally, visually, electronically or by other means, related to
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Licensor's or its licensors' services and/or business that, whether it
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constitutes a Trade Secret or not, is treated as confidential or secret by
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Licensor (that is, it is the subject of efforts by Licensor that are reasonable
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under the circumstances to maintain its secrecy), including, but not limited
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to, (i) Trade Secrets as defined below; (ii) any and all other information
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which is disclosed by Licensor to Licensee orally, electronically, visually, or
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in a document or other tangible form which is either identified as or should be
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reasonably understood to be confidential and/or proprietary; and, (iii) any
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notes, extracts, analysis, or materials prepared by Licensee which are copies
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of or derivative works of Licensor's or its licensors' proprietary or
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confidential information from which the substance of Confidential Information
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can be inferred or otherwise understood. Confidential Information shall not
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include information which Licensee can clearly establish by written evidence:
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(a) already is lawfully known to or independently developed by Licensee without
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access to the Confidential Information or Trade Secrets, (b) is disclosed by
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Licensor in non-confidential published materials, (c) is generally known to the
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public, or (d) is rightfully obtained from any third party without any
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obligation of confidentiality.
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5.2. Trade Secrets. As used herein, "Trade Secrets" means all non-public
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information whether tangible or intangible related to Licensor's and its
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licensors' services or business that (i) derives economic value, actual or
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potential, from not being generally known to or readily ascertainable by other
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persons who can obtain economic value from its disclosure or use; and (ii) is
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the subject of efforts that are reasonable under the circumstances to maintain
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its secrecy, which may include, without limitation, (a) marking any information
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reduced to tangible form clearly and conspicuously with a legend identifying
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its confidential or trade secret nature; (b) identifying any oral communication
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as confidential or secret immediately before, during, or after such oral
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communication; or (c) otherwise treating such information as confidential.
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5.3. Licensee Obligations. Licensee agrees not to disclose Confidential
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Information or Trade Secrets to any third party and will protect and treat all
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Confidential Information and Trade Secrets with the highest degree of care.
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Except as otherwise expressly provided in this Agreement, Licensee will not use
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or make any copies of Confidential Information or Trade Secrets, in whole or in
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part, without the prior written authorization of Licensor. Licensee may
|
|
disclose Confidential Information or Trade Secrets if required by statute,
|
|
regulation, or order of a court of competent jurisdiction, provided that
|
|
Licensee provides Licensor with prior notice, discloses only the minimum
|
|
Confidential Information or Trade Secrets required to be disclosed, and
|
|
cooperates with Licensor in taking appropriate protective measures. These
|
|
obligations shall continue for three (3) years following termination or
|
|
expiration of this Agreement with respect to Confidential Information that does
|
|
not rise to the level of a Trade Secret and shall continue for Trade Secrets so
|
|
long as they remain Trade Secrets.
|
|
|
|
5.4. Feedback. As used herein, "Feedback" means any comments, questions,
|
|
suggestions, issues, bug reports, or related feedback provided by Licensee to
|
|
Licensor relating to PySimpleGUI, including, without limitation, suggesting or
|
|
recommending changes to any part of PySimpleGUI, or new features or
|
|
functionality relating thereto. All Feedback is, and will be treated as,
|
|
non-confidential and non-proprietary, regardless of any markings Licensee may
|
|
apply to it. Licensee hereby assigns to Licensor all right, title, and interest
|
|
in, and Licensor is free to use without any attribution or compensation to
|
|
Licensee, any ideas, know-how, concepts, techniques, or other intellectual
|
|
property and proprietary rights contained in the Feedback, whether or not
|
|
patentable, for any purpose whatsoever, including but not limited to,
|
|
developing, manufacturing, having manufactured, licensing, marketing, and
|
|
selling, directly or indirectly, products and services using such Feedback. To
|
|
the extent the foregoing assignment of rights, title and interest in and to
|
|
Feedback is prohibited by applicable law, Licensee hereby grants Licensor a
|
|
non-exclusive, perpetual, irrevocable, royalty-free, fully paid-up, worldwide
|
|
license (including the right to sublicense through multiple tiers) to (a) fully
|
|
use, practice and exploit those non-assignable rights, title and interest,
|
|
including, but not limited to, the right to use, reproduce, adapt, publicly
|
|
perform, publicly display, modify, prepare derivative works, publish, transmit
|
|
and distribute Feedback, or any portion thereof, in any form, medium or
|
|
distribution method now known or hereafter existing, known or developed, for
|
|
any purpose, and to develop, manufacture, have manufactured, license, market,
|
|
and sell, directly or indirectly, products and services using Feedback; and (b)
|
|
authorize any such use by others of Feedback, or any portion thereof, in the
|
|
same manner.
|
|
|
|
6. NO LICENSOR WARRANTIES; LIABILITY.
|
|
|
|
6.1. DISCLAIMER OF WARRANTIES. PYSIMPLEGUI IS PROVIDED TO LICENSEE "AS IS".
|
|
LICENSOR DOES NOT MAKE ANY, AND HEREBY SPECIFICALLY DISCLAIMS ANY,
|
|
REPRESENTATIONS, ENDORSEMENTS, GUARANTEES, OR WARRANTIES, EXPRESS OR IMPLIED,
|
|
RELATED TO PYSIMPLEGUI INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF
|
|
MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT OF
|
|
INTELLECTUAL PROPERTY RIGHTS. Licensee acknowledges that Licensor does not
|
|
guarantee compatibility between PySimpleGUI and any future versions thereof,
|
|
and that Licensor makes no commitments as to future development, availability,
|
|
release or licensing of any current or future versions of PySimpleGUI. Licensee
|
|
will have sole responsibility for the adequate protection and backup of
|
|
Licensee's software, data and equipment used with PySimpleGUI. The entire risk
|
|
as to the quality and performance of PySimpleGUI and any obligation with
|
|
respect to service and support is borne by Licensee. Licensee understands that
|
|
Software hosted by Licensor for evaluation purposes may not be secure or
|
|
stable. Licensee waives any claim against Licensor which may arise as a result
|
|
of Licensee's breach of the foregoing. This Agreement does not grant Licensee
|
|
any right to any maintenance, services, including without limitation, any
|
|
support, enhancement, modification, bug fix or update to the Software, and
|
|
Licensor is under no obligation to provide or inform Licensee of any such
|
|
maintenance or services.
|
|
|
|
6.2. DISCLAIMER OF LIABILITY. LICENSEE EXPLICITLY AGREES THAT, TO THE
|
|
MAXIMUM EXTENT PERMITTED BY LAW, LICENSOR SHALL NOT BE LIABLE UNDER ANY LEGAL
|
|
THEORY FOR ANY DAMAGES SUFFERED IN CONNECTION WITH THE USE OF THE SOFTWARE,
|
|
INCLUDING BUT NOT LIMITED TO ANY LOST PROFITS, LOST SAVINGS OR ANY DIRECT,
|
|
INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES,
|
|
WHETHER RESULTING FROM IMPAIRED OR LOST DATA, SOFTWARE OR COMPUTER FAILURE, THE
|
|
LICENSEE APPLICATIONS, OR ANY OTHER CAUSE, BY LICENSEE OR ANY OTHER THIRD
|
|
PARTY, EVEN IF IT HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES.
|
|
LICENSEE HEREBY EXPRESSLY RELEASES LICENSOR FROM ANY AND ALL LIABILITY OR
|
|
RESPONSIBILITY TO ANY DAMAGE CAUSED, DIRECTLY OR INDIRECTLY, TO LICENSEE OR ANY
|
|
THIRD PARTY AS A RESULT OF THE USE OF THE SOFTWARE OR THE INSTALLATION THEREOF
|
|
INTO LICENSEE'S COMPUTER ENVIRONMENT. IN THE EVENT THAT THE DISCLAIMERS OF
|
|
LIABILITY SET FORTH HEREIN ARE HELD TO BE UNENFORCEABLE, THE PARTIES AGREE THAT
|
|
UNDER NO CIRCUMSTANCES SHALL LICENSOR'S AGGREGATE LIABILITY HEREUNDER OR IN
|
|
CONNECTION WITH THIS AGREEMENT EXCEED THE AMOUNTS PAID BY LICENSEE TO LICENSOR
|
|
IN THE 12 MONTHS PRECEDING THE DATE THAT A CLAIM FIRST ACCRUES. LICENSEE SHALL
|
|
BRING ANY CLAIM AGAINST LICENSOR WITHIN 12 MONTHS OF THE DATE THAT THE CLAIM
|
|
FIRST ACCRUES, AND HEREBY WAIVES ANY CLAIMS THAT IT DOES NOT BRING WITHIN SUCH
|
|
TIME PERIOD.
|
|
|
|
6.3. Essential Terms. THIS SECTION 6 IS AN ESSENTIAL BASIS OF LICENSOR'S
|
|
DECISION TO OFFER PYSIMPLEGUI, AND SHALL APPLY REGARDLESS OF THE LEGAL THEORY
|
|
UPON WHICH DAMAGES MAY BE CLAIMED; REGARDLESS OF WHETHER A PARTY KNEW OR SHOULD
|
|
HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES; AND REGARDLESS OF WHETHER THE
|
|
FOREGOING LIMITATIONS OF LIABILITY CAUSE ANY REMEDY TO FAIL IN ITS ESSENTIAL
|
|
PURPOSE.
|
|
|
|
7. Indemnification. Licensee agrees to defend, indemnify and hold Licensor
|
|
and its directors, officers, employees and representatives harmless for any
|
|
claims, expenses, losses, costs, fees (including attorneys' fees) or damages of
|
|
any sort resulting from (a) Licensee's breach of this Agreement; (b) Licensee's
|
|
use of PySimpleGUI or exercise of the license rights granted hereunder; or (c)
|
|
the Licensee Applications, or Licensee's or any third party's use thereof.
|
|
|
|
8. Term and Termination.
|
|
|
|
8.1. Term. This Agreement shall commence on the date on which Licensee
|
|
downloads PySimpleGUI or otherwise obtains a copy of PySimpleGUI, and shall
|
|
continue thereafter until terminated as set forth herein.
|
|
|
|
8.2. Termination by Licensee. Licensee may terminate this Agreement with
|
|
written notice to Licensor, effective upon Licensee destroying all copies of
|
|
PySimpleGUI in its possession and refraining from receiving or downloading
|
|
further copies.
|
|
|
|
8.3. Termination for Licensee's Breach. This limited License will
|
|
immediately terminate without notice if Licensee fails to comply with any
|
|
obligation of this Agreement. Additionally, if Licensor reasonably suspects
|
|
that Licensee has breached the Agreement, then Licensor may deliver written
|
|
notice of the suspected breach to Licensee, and the Agreement shall
|
|
automatically terminate 10 days following the date of such notice unless
|
|
Licensee cures the breach to Licensor's satisfaction within such period.
|
|
|
|
8.4. Effect of Termination; Survival. Upon termination of this Agreement for
|
|
any reason, the licenses granted to Licensee with respect to PySimpleGUI shall
|
|
immediately terminate and Licensee hereby undertakes to: (i) immediately cease
|
|
to use, distribute or otherwise exploit any part of PySimpleGUI or any modified
|
|
version thereof; and (ii) promptly destroy and delete any copy of PySimpleGUI
|
|
installed or copied by Licensee. Sections 2.1, 2.3, 3, 5-7, 8.4, 9 and 10 will
|
|
survive termination of this Agreement indefinitely in accordance with their
|
|
terms.
|
|
|
|
9. Assignment; Governing Law. The License is personal to Licensee and
|
|
Licensee agrees not to transfer, sublicense, lease, rent, or assign their
|
|
rights under this Agreement, and any such attempt shall be null and void.
|
|
Licensor may assign, transfer, or sublicense this Agreement or any rights or
|
|
obligations thereunder at any time in its sole discretion. This Agreement shall
|
|
be governed by and construed in accordance with the laws of the State of North
|
|
Carolina and the United States of America without regard to the conflicts of
|
|
laws provisions thereof. The parties expressly exclude the United Nations
|
|
Convention on Contracts for the International Sale of Goods from this
|
|
Agreement. All actions arising out of or in connection with this Agreement
|
|
shall be brought in the state or federal courts residing in Durham, North
|
|
Carolina, United States of America, and both parties hereby irrevocably consent
|
|
to the exclusive jurisdiction of such courts and waive any objections as to
|
|
venue or inconvenience of forum.
|
|
|
|
10. Miscellaneous. No changes or modifications to this Agreement by
|
|
Licensee or waivers of any provision of this Agreement by Licensor shall be
|
|
effective unless evidenced in a writing referencing this Agreement and signed
|
|
for and on behalf of Licensor. The failure of Licensor to enforce its rights
|
|
under this Agreement at any time for any period shall not be construed as a
|
|
waiver of such rights. There are no third party beneficiaries hereunder. This
|
|
Agreement constitutes the entire agreement between the parties regarding the
|
|
subject matter hereof and supersede all negotiations, conversations, or
|
|
discussions between or among the parties relating to the subject matter of this
|
|
Agreement. Neither Party relied on any promises or representations, written or
|
|
oral, of the other party in forming this Agreement, except for those expressly
|
|
contained herein. In the event that any provision of this Agreement shall be
|
|
determined to be unenforceable, that provision will be limited or eliminated to
|
|
the minimum extent necessary so that this Agreement shall otherwise remain in
|
|
full force and effect and enforceable. Licensee may not distribute, download or
|
|
otherwise export or re-export PySimpleGUI or any underlying technology except
|
|
in full compliance with this Agreement, United States laws and regulations and
|
|
any other applicable laws and regulations. Licensee represents and warrants
|
|
that it and its Authorized Developers are not located in, under control of, or
|
|
a national or resident of any country where exercise of the licenses granted
|
|
hereunder would not comply with all such laws or regulations. It is agreed that
|
|
because of the proprietary nature of PySimpleGUI, Licensor's remedies at law
|
|
for a breach by the Licensee of its obligations under this Agreement may be
|
|
inadequate and that Licensor will, in the event of such breach, be entitled to,
|
|
in addition to any other remedy available to it, equitable relief, including
|
|
injunctive relief, without the posting of any bond and in addition to all other
|
|
remedies provided under this Agreement or available at law.
|
|
|
|
Exhibit A
|
|
|
|
PySimpleGUI Flow-Down License Terms
|
|
|
|
This product (the "Product") includes PySimpleGUI (https://PySimpleGUI.com) or
|
|
a version of PySimpleGUI modified by the person or legal entity that provided
|
|
you with this product ("Provider").
|
|
|
|
PySimpleGUI is Copyright (c) PySimpleSoft, Inc. and/or its licensors.
|
|
|
|
Use of PySimpleGUI is subject to the license terms available at
|
|
https://PySimpleGUI.com/eula, including all limitations of liability and other
|
|
terms set forth therein. By using the Product, you acknowledge and agree that
|
|
PySimpleSoft has no obligation or liability to you regarding the operation,
|
|
support or maintenance of PySimpleGUI or of the Product. PYSIMPLEGUI IS
|
|
PROVIDED "AS IS," WITHOUT ANY WARRANTIES, WHETHER EXPRESS OR IMPLIED.
|
|
PYSIMPLESOFT DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION THE
|
|
IMPLIED WARRANTIES OF NONINFRINGEMENT, TITLE, MERCHANTABILITY AND FITNESS FOR A
|
|
PARTICULAR PURPOSE.
|