GENEXUS

DEVELOPER TOOLS

Conditions of Use of the GeneXus for ISV Intellectual Property License

1. This agreement governs the intellectual property license of copies of GeneXus, a knowledge-based intelligent tool which automatically designs, generates and maintains databases and applications.

2. GeneXus S.A. (hereinafter the Manufacturer) declares and the CLIENT agrees that the intellectual creation of GeneXus, and the GeneXus, GXflow, GXportal, GXquery, GXserver, GeneXus for SAP System, GeneXus for SAP System Pack 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 includes the software, its source code and the structure of its database, its new versions, improvements or modifications. This agreement 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 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.

3. The CLIENT undertakes not to make public, nor use for its own benefit, 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.

4. 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.

5. In compliance with the above general terms, the Manufacturer grants the CLIENT a license for the GeneXus tool under the GeneXus for ISV Business Plan, exclusive for software houses.

6. The terms of this license are as follows: a) Every Package will grant access to the Licenses under the conditions established in the document Terms and Conditions of Online Purchase, once the transaction has been confirmed in electronic form, through any of the authorized means of payment on the website genexus.com. Every development seat will require a 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 exclusively, 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 can be found at: http://wiki.genexus.com/commwiki/servlet/hwikibypageid?15671

8. This Intellectual Property rights license will only be valid if the CLIENT has paid for it to the Manufacturer. The CLIENT undertakes to prove that he has made this payment at any time if requested to do so. The Manufacturer shall provide activation keys for the agreed contract period, taking into account the deadline for payment terms. That is, monthly keys for monthly payment plans or annual keys for those who have opted for the advance payment.

9. Right to version upgrades, Technical Support and Limited Warranty. For clients who are up to date with the corresponding payments, and for as long as they remain in that situation, the Manufacturer and the CLIENT agree the following:
a) The CLIENT commits to ensuring that its developers have adequate training in GeneXus, and that they complete 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 contract.
c) The Manufacturer warrants that GeneXus substantially conforms to the technical documentation associated with it, and commits to make its best efforts to correct any errors that may be found. To request this assistance, the CLIENT shall always use the latest version released of each licensed copy.
d) Any errors found in GeneXus by the CLIENT shall be immediately notified to the Manufacturer, by the means made available for this purpose and in the clearest and most detailed manner possible. For these purposes, the Manufacturer will provide the CLIENT, at no charge when the foregoing conditions are met, with the necessary support through technological forums to
investigate these incidental errors.
e) It shall 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 users of GeneXus as well as 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. The MANUFACTURER shall maintain strict confidence regarding the information provided by the CLIENT for the purposes of this Agreement or that, given its nature, must be treated as confidential. Confidential information does not include information that is disclosed by the CLIENT, or that must be disclosed to comply with the law, with a court order, or an act by a competent authority. This obligation shall remain in force for three years after the end of the agreement.
h) The Manufacturer is governed by the regulations of the Republic of Uruguay regarding the Protection of Personal Data, in particular by law No. 18,331 and its regulatory decrees.

10. 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.

11. The term of this Contract shall be the term arising from the Business Proposal and the corresponding Invoice. This Use License may be terminated for the reasons provided for in the Intellectual Property Law and any infringement of the obligations of this agreement.

12. 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 form at: info@genexus.com

13. The installation of the licensed software product implies acceptance of the current licensing terms.

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