RetroGuard Commercial License and Support Agreement

RetroGuard Pro is released for commercial use on an annual subscription basis under the following license and support agreement. Please review this agreement, then return to the downloads page to purchase a license and download RetroGuard.

SOFTWARE LICENSE AGREEMENT - COMMERCIAL RETROGUARD SUBSCRIPTION

Retrologic is willing to license the RetroGuard Bytecode Obfuscator         
to you on an annual subscription basis upon the condition that you 
accept all of the terms contained in this license agreement. Please 
read the terms and conditions of this license carefully. 

1. DEFINITIONS
"Licensed Software" means the RetroGuard Bytecode Obfuscator 
software and Related Materials which are provided to you for your
use with the Licensed Software.

"Related Materials" means all documentation and machine readable 
materials (including libraries, executables, source files, header files 
and data files) provided to you by Retrologic.

"Software Build Server" means a computer system used for the 
compilation and packaging of your commercial software product.

"Program Upgrade" means a version of the Licensed Software and
Related Materials which differs from the initially licensed release 
by correction of Program Errors and by certain functionality changes. 

A "Program Error" means a malfunction in the Licensed Software which 
prevents the Licensed Software from functioning as specified in 
Section 4 of this Agreement. A malfunction shall not be considered a 
Program Error if its solution is outside of the scope of currently
known computing methodology, such scope being that generally accepted 
in the software development community. 

2. LICENSE TO USE LICENSED SOFTWARE IN A COMMERCIAL SETTING
Retrologic hereby grants to you (the "Licensee") a non-exclusive, 
non-transferable, royalty-free, limited-term license to use the 
Licensed Software and Related Materials on a single Software Build 
Server. No license is granted to you for any other purpose. You may 
not distribute the Licensed Software and/or Related Materials in 
whole or in part, to any third party. 

You acknowledge that nothing in this Agreement gives you the right to
use any trademark, trade name or service mark of Retrologic. 
Retrologic retains exclusive ownership of the Licensed Software and 
Related Materials.

3. SUPPORT OF LICENSED SOFTWARE
Retrologic agrees to provide the Licensee with Software Support of the
Licensed Software and Related Materials for the period of this limited
term license. "Software Support" is defined as:
(i) The supply of information by Retrologic regarding the installation 
  and use of the Licensed Software and Related Materials. Such supply 
  will occur in a timely fashion, namely two (2) weeks at most following
  Retrologic's receipt of Licensee's request for such information. 
(ii) The supply of Program Upgrades to the Licensed Software and Related 
  Materials, as and when such upgrades become available. 
(iii) The correction of Program Errors in the Licensed Software as and 
  when reported by Licensee. Such correction will occur in a timely 
  fashion, namely four (4) weeks at most following receipt of Licensee's
  Program Error report. 

4. FUNCTIONAL SPECIFICATION OF LICENSED SOFTWARE
The Licensed Software shall perform manipulation of Java bytecode files 
as described in the documentation section of the Related Materials. 

5. TERM AND TERMINATION OF AGREEMENT
This Agreement shall commence on the date which the Licensee installs 
the Licensed Software (the "Effective Date").

The initial term of this Agreement will be for one (1) year following 
the Effective Date. This license will automatically terminate following 
that term unless the Licensee pays to Retrologic the then current 
annual license fee for the Licensed Software. Upon such payment, the
term and provisions of this license will be extended for a further
one (1) year period. Extension of the license term may be repeated 
indefinitely.

In the event that Retrologic fails, during the limited term of the 
license, to honor the support commitments described in Section 3, 
the Licensee may terminate the Agreement. 

Retrologic may terminate this Agreement immediately should the Licensee 
materially breach any of its provisions or take any action in 
derogation of Retrologic's rights to the Confidential Information 
licensed to you. 

Unless otherwise instructed by Retrologic, within thirty (30) days after
any termination of this Agreement, the Licensee will destroy all 
Licensed Software and Related Materials and the Confidential Information
covered by this Agreement, as well as any copies.

The provisions regarding Confidential Information and Limitation of 
Liability shall survive any termination of this Agreement. 

6. CONFIDENTIAL INFORMATION.
"Confidential Information" means the Licensed Software and Related 
Materials and any other information which Retrologic supplies to 
you under this Agreement which Retrologic deems to be such. 

You shall treat all Confidential Information of Retrologic with the 
same degree of care, but no less than reasonable care, as you use to 
protect your own Confidential Information. You acknowledge that you 
do not acquire any rights of ownership or title in the Confidential 
Information, which remains the sole property of Retrologic.

The provisions of this Section 6 shall survive termination or 
expiration of this License Agreement for a period of five (5) years 
from the date of each disclosure to you.

7. WARRANTY AND DISCLAIMER OF WARRANTY
Retrologic warrants to you that it has the right and power to enter 
into this Agreement and, to the best of its knowledge, that it has 
the right to grant the license discussed in Section 2 above.

The Licensed Software may contain errors and is not designed or 
intended for use in real-time systems or other critical systems such
as aircraft navigation systems, communication systems, air traffic 
control, direct life support machines or weapons systems ("High Risk
Activities") in which the failure of the Licensed Software would lead
directly to death, personal injury or severe physical or environmental
damage. You represent and warrant to Retrologic that you will not use,
distribute or license the Licensed Software for High Risk Activities.

Except as specifically set forth in the first Subparagraph of this 
Section 7, the Licensed Software and Related Materials are provided 
to you "as is" and Retrologic disclaims all warranties and 
representations, whether express or implied, with respect to the 
Licensed Software and Related Materials including, but not limited 
to, the warranties of design, merchantability or fitness for a 
particular purpose, warranties arising from a course of dealing, 
usage or trade practice, or warranties concerning the non-infringement 
of third party rights.

The warranties set forth in this Section 7 are expressly subject to 
the limitation of Section 8 below.

8. LIMITATION OF LIABILITY
You will hold Retrologic harmless from any claims based on your use 
of the Licensed Software for any purposes other than those described 
in Section 2.

You shall have the sole responsibility to protect adequately and 
backup your data and/or equipment used in connection with the 
Licensed Software. You shall not claim against Retrologic for lost 
data, re-run time, inaccurate output, work delays or lost profits 
resulting from your use of the Licensed Software.

In no event shall either party be liable for any lost revenues or 
profits, or other special, incidental or consequential damages 
arising with respect to the Licensed Software and Related Materials 
or arising out of this agreement, even if such party has been advised 
of the possibility of such damages.

9. EXPORT
You shall not export or transfer, whether directly or indirectly,
Licensed Software or Related Materials to anyone outside of Canada or 
the United States of America without first complying with all export 
controls which may be imposed on Licensed Software and Related 
Materials by the Canadian or United States Governments, as 
appropriate.

10. MISCELLANEOUS
If any of the provisions, or portions thereof, of this Agreement 
are invalid under any applicable statute or rule of law then, those 
provisions notwithstanding, this Agreement shall remain in full force 
and effect and such provisions shall be deemed omitted.

The waiver or failure of either party to exercise in any respect any 
right provided for herein shall not be deemed a waiver of any further 
right hereunder.

This Agreement constitutes and expresses the entire agreement and
understanding between you and Retrologic and supersedes all previous
communications, representations or agreements, whether written or 
oral, with respect to the subject matter hereof.

This Agreement is made under and shall be governed by and construed in
accordance with the laws of the Province of British Columbia, Canada.