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CST PUL License Agreement

CINCOM SYSTEMS, INC. SOFTWARE LICENSE AGREEMENT FOR CINCOM SMALLTALK PERSONAL USE

IMPORTANT NOTICE: READ CAREFULLY.

THIS SOFTWARE LICENSE AGREEMENT (THE “AGREEMENT”) IS A LEGALLY BINDING CONTRACT BETWEEN YOU, AN INDIVIDUAL NATURAL PERSON (“You”, “Your”), AND CINCOM SYSTEMS, INC. (“Cincom”), GOVERNING YOUR USE OF CINCOM SMALLTALK PERSONAL USE, INCLUDING ASSOCIATED SOFTWARE, DOCUMENTATION AND RELATED MATERIALS (COLLECTIVELY, THE “Product”).

BY DOWNLOADING, INSTALLING, COPYING, ACCESSING OR OTHERWISE USING THE PRODUCT (COLLECTIVELY, “Access” OR “Accessing”), YOU ACKNOWLEDGE AND AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT (“Accept” or “Acceptance”). IF YOU DO NOT AGREE TO ALL TERMS, YOU MUST NOT ACCESS THE PRODUCT.

THE PRODUCT IS LICENSED AND NOT SOLD, AND REMAINS THE INTELLECTUAL PROPERTY OF CINCOM. THE LICENSE GRANTED UNDER THIS AGREEMENT IS STRICTLY LIMITED TO NON-COMMERCIAL, PERSONAL USE ONLY, AS FURTHER DESCRIBED IN CLAUSE 1 (LICENSE GRANT).

IF YOU ARE UNDER 18 YEARS OF AGE, OR IF YOU HAVE A CURRENT COMMERCIAL LICENSE FOR THE PRODUCT  OR IF YOU ARE EMPLOYED BY, CONTRACTED BY, OR OTHERWISE ACTING ON BEHALF OF AN ENTITY THAT HOLDS A CURRENT COMMERCIAL LICENSE FOR THE PRODUCT, YOU ARE NOT ELIGIBLE TO ACCESS OR USE THE PRODUCT UNDER THIS AGREEMENT.

IF YOU HAVE PREVIOUSLY ACCEPTED THIS AGREEMENT, OR A PRIOR VERSION OF THE CINCOM SMALLTALK PERSONAL USE LICENSE AGREEMENT,   BUT DO NOT MEET THE ELIGIBILITY REQUIREMENTS OR CANNOT COMPLY WITH THE TERMS (INCLUDING EXPORT CONTROL OBLIGATIONS IN CLAUSE 14), THIS AGREEMENT IS IMMEDIATELY TERMINATED. IN SUCH CASE, YOU MUST CEASE ALL USE OF THE PRODUCT AND COMPLY WITH THE TERMINATION PROVISIONS SET FORTH IN CLAUSE 4 (TERM AND TERMINATION).

IF YOU HAVE ANY QUESTIONS REGARDING THIS AGREEMENT, PLEASE CONTACT CINCOM USING THE CONTACT INFORMATION PROVIDED IN CLAUSE 18 (CINCOM CONTACT INFORMATION) BELOW.

1. License Grant.

1.1.     Cincom grants You a non-exclusive, non-transferable, revocable and non-perpetual license to use the Product solely for Your personal, non-commercial purposes, subject to the terms and conditions of this Agreement.

1.2.      You may use the Product only on up to four (4) computers that are owned, leased or otherwise controlled exclusively by You. This license is granted strictly to You in Your personal capacity. The Product may not be used by, or on behalf of, any company, organization, educational institution, non-profit or governmental entity. Shared, collaborative, or multi-user access is not permitted under this license.

1.3.      Your use of the Product must be limited to the development of software for Your own personal, non-commercial projects. You may not use the Product to provide services to others, operate a business, contribute to organizational work or support any external projects, regardless of whether compensation is involved.

1.4.      You may not use the Product (or any part of the Product) to develop or test a product, software program, object, component, documentation, system or other material that directly or indirectly competes with the Product or any of its features, modules or technologies.

1.5.      You may not assign, sublicense, lease, rent, loan, distribute, disclose or otherwise transfer or make available the Product, or any rights under this Agreement, to any third party. Use in shared, institutional or multi-user environments is prohibited. However, personal use on Your own private virtual machines or cloud instances is permitted, provided that: (a) no other person or entity has access; (b) login credentials or system access are not shared; and (c) the environment is configured solely for Your exclusive, personal use.

1.6.      You may not use the Product: (a) for any commercial, revenue-generating, instructional or institutional purposes; (b) in connection with consulting, freelancing or outsourced development; (c) to develop or deploy applications via cloud hosting, software-as-a-service (SaaS), open APIs, public repositories or similar delivery models; or (d) in any context that provides access to the Product or derivative works to third parties, whether paid or unpaid.

If any portion of the Product is provided in source code form, You may view, study and modify such code solely for personal, non-commercial exploration or experimentation on Your local devices. You may not: (i) publish or share the source code or any modifications; (ii) upload it to any public or private repository (e.g., GitHub, GitLab, Bitbucket); (iii) include it in any project, product or system intended for commercial use or distribution; or (iv) use it to create derivative works that are shared, sublicensed or deployed outside of Your own private use.

Any code, components or software developed using the Product under this license must remain strictly for Your personal use. You may not sublicense, distribute or publish any derivative works of the Product itself, including wrappers, modifications or extensions, except as expressly permitted under this Agreement. You may not use the Product to create, publish or distribute content (such as videos, tutorials, blogs or other media) where the Product or its output is central to the material for commercial purposes, including brand promotion, monetization or lead generation, unless separately authorized by Cincom.

These rights are personal to You and may not be transferred, assigned, sublicensed or inherited. If Your use of the Product changes or no longer qualifies as personal, non-commercial use, this license automatically terminates and You must obtain an appropriate commercial license from Cincom before continuing. If You are unsure whether Your use qualifies, You must contact Cincom at info@cincom.com before proceeding.

1.7.      You may not reverse engineer, decompile, disassemble, modify, translate or attempt to derive the source code of the Product, or disable any licensing, security or technological protection mechanisms, unless such activities are explicitly permitted by applicable mandatory law. If permitted, You must notify Cincom immediately in writing in advance. You may not disclose or publish any performance results, benchmarks or analyses of the Product without Cincom’s prior written consent.

1.8.      You may make one backup copy of the Product solely for archival purposes. Each backup must include all copyright, trademark and proprietary notices found in the original. You may not otherwise copy or reproduce the Product.

1.9.      You must not remove, modify or obscure any copyright, trademark or proprietary notices included in the Product. You must include all such notices in any permitted backup or archival copies.

2. Intellectual Property and Ownership.

2.1. You acknowledge and agree that the Product is the proprietary and confidential work of Cincom, protected under United States and international copyright, trade secret and intellectual property laws. You agree not to disclose, share or make available the Product, or any part thereof, to any third party, except as expressly permitted under this Agreement. All rights, title and interest in and to the Product, including all updates, enhancements, derivative works and associated documentation, and all related trademarks and copyrights, trade secrets and any other intellectual and industry property and proprietary rights, remain exclusively with Cincom or its licensors.

2.2. This Agreement grants You only a limited, revocable license to use the Product as expressly set out under this Agreement. It does not convey any ownership interest, nor does it grant any rights by implication, estoppel, or otherwise. All rights not expressly granted are reserved by Cincom and its licensors.

3. License Fees.

This license is provided free of charge for Your personal, non-commercial use only. If You breach any provision of this Agreement, Cincom reserves the right to seek damages and remedies available under law or equity, including but not limited to recovery of the full commercial license fees for the Product corresponding to the scope and duration of Your unauthorized use. Such fees will be calculated based on the then-current published pricing for Cincom Smalltalk™. This remedy is cumulative and does not limit any other legal or equitable rights Cincom may have.

4. Term and Termination.

4.1. This Agreement becomes effective upon Your Acceptance and remains in force until terminated (“Termination“). You may terminate this Agreement at any time by providing written notice to Cincom at the address specified in Clause 18 (Cincom Contact Information). Cincom may terminate this Agreement: (a) immediately, if You breach any term of this Agreement; or (b) for convenience, by providing You with 120 days’ prior written notice.

4.2. Termination does not relieve You of any obligations accrued prior to termination, including unpaid license fees under Clause 3 (License Fees). Upon Termination, You must immediately discontinue all use of the Product and permanently delete all copies in accordance with Clause 5 (Deletion).

5. Deletion.

Within ten (10) days of Termination for any reason, You must permanently delete or destroy all copies, versions and components of the Product in Your possession, custody or control, including any backup or archival copies. You must certify in writing to Cincom that You have fully discontinued use and completed all required deletion or destruction. FAILURE TO DO SO MAY RESULT IN YOU BECOMING LIABLE FOR LICENSE FEES UNDER CLAUSE 3 (LICENSE FEES).

6. Disclaimer of Warranty.

THE PRODUCT IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND. CINCOM MAKES NO WARRANTY AS TO THE PRODUCT’S PERFORMANCE OR SUITABILITY FOR ANY PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CINCOM AND ITS LICENSORS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. CINCOM DOES NOT WARRANT THAT THE PRODUCT WILL BE UNINTERRUPTED, ERROR-FREE OR FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS. YOU DOWNLOAD AND USE THE PRODUCT AT YOUR OWN RISK. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE MAY NOT APPLY TO YOU.

7. Limitation of Liability.

7.1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CINCOM OR ITS LICENSORS BE LIABLE TO YOU OR ANY THIRD PARTY FOR: (A) ANY LOSS OF USE, DATA, GOODWILL OR PROFITS, WHETHER OR NOT FORESEEABLE; (B) ANY LOSS OR DAMAGES ARISING FROM TERMINATION, SUSPENSION OR RESTRICTION OF ACCESS TO THE PRODUCT; OR (C) ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES WHATSOEVER, INCLUDING THOSE RESULTING FROM: (X) LOSS OF USE, DATA OR PROFITS; (Y) BUSINESS INTERRUPTION, SYSTEM FAILURE OR MALFUNCTION; OR (Z) ANY OTHER CLAIM RELATING TO YOUR USE OF OR INABILITY TO USE THE PRODUCT, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS EXCLUSION SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW.

7.2. WITHOUT LIMITING THE FOREGOING, TO THE MAXIMUM EXTENT PERMITTED BY LAW, CINCOM’S TOTAL LIABILITY TO YOU UNDER THIS AGREEMENT SHALL NOT EXCEED FIFTY U.S. DOLLARS ($50.00), EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE. THIS LIMITATION REFLECTS THE FACT THAT THE PRODUCT IS PROVIDED FREE OF CHARGE UNDER THIS PERSONAL USE LICENSE.

7.3. YOU AGREE THAT THE LIMITATIONS SET FORTH IN THIS CLAUSE 7 ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN YOU AND CINCOM, AND THAT CINCOM WOULD NOT HAVE MADE THE PRODUCT AVAILABLE UNDER THE TERMS OF THIS PERSONAL USE LICENSE WITHOUT SUCH LIMITATIONS.

8. Governing Law.

This Agreement shall be governed by and construed in accordance with the laws of the State of Ohio, excluding its conflict of law principles. You agree to submit to the exclusive jurisdiction of the courts located in Hamilton County, Ohio, for the resolution of any legal proceedings, claims or disputes arising out of or relating to this Agreement. You waive any objection to jurisdiction, venue or forum non conveniens.

9. Entire Agreement.

This Agreement constitutes the entire agreement between You and Cincom with respect to the Product and supersedes all prior or contemporaneous communications, representations or agreements, whether oral or written, including all prior license agreements for Cincom Smalltalk Personal Use or Cincom Smalltalk Non-Commercial. You acknowledge that You have not relied on any representations or warranties not expressly included in this Agreement.

10. Severability.

If any provision of this Agreement is found to be invalid, illegal or unenforceable by a court of competent jurisdiction, that provision shall be severed from this Agreement, and the remainder shall remain in full force and effect. The parties shall endeavor to replace any invalid provision with a valid one that most closely reflects the original intent and commercial purpose of the Agreement.

11. No Waiver.

Failure or delay by either party to enforce any right or provision of this Agreement shall not constitute a waiver of that right or provision. No waiver shall be effective unless in writing and signed by the waiving party. A waiver of any breach shall not be construed as a waiver of any other breach, whether of the same or another provision.

12. Notice of Unauthorized Use.

You shall promptly notify Cincom in writing at the address specified in Clause 18 (Cincom Contact Information) upon becoming aware of any actual or suspected unauthorized use, access, copying or distribution of the Product.

13. Restrictions on Third-Party Technologies.

You may not use any third-party technology, including but not limited to code libraries, build tools, deployment platforms, AI models, automation frameworks, or other software or services, in any way that would: (a) cause software developed using the Product to infringe, dilute, or compromise Cincom’s or its licensors’ intellectual property or licensing rights; (b) violate or circumvent any licensing, usage, or redistribution restrictions applicable to the Product; (c) expose any portion of the Product, or works derived from it, to unauthorized access, reverse engineering, or publication; or (d) create any downstream dependency that restricts Cincom’s ability to enforce its rights in or to the Product or its components. This restriction applies not only during the development of software using the Product, but also in connection with the marketing, packaging, installation or deployment of such software.

14. Export.

14.1. You agree to comply with all applicable export control and sanctions laws and regulations, including those of the United States of America (“U.S.“), the United Kingdom (“UK“), the European Union (“EU“), the United Nations (“UN“), and any other relevant national or international authorities (collectively, “Export Control Laws”). Diversion of the Product in violation of Export Control Laws is strictly prohibited.

14.2. You acknowledge that the Product, including any embedded encryption software, source code, or related technology (collectively, “Controlled Assets“), is subject to Export Control Laws and may not be exported, re-exported, transferred, downloaded, accessed, or used in or by a national or resident of any country or region subject to comprehensive sanctions or embargoes, including, without limitation, Cuba, Iran, North Korea, Syria, or any other jurisdiction prohibited by U.S. law. The Product may also not be used by any person or entity listed on a sanctions-related restricted party list, including but not limited to the U.S. Treasury Department’s Specially Designated Nationals (SDN) List, the U.S. Commerce Department’s Denied Persons List or Entity List, or any similar lists maintained by the UK, EU, or UN. Additionally, the Product may not be used for any end-use prohibited under applicable law, including the development, design, manufacture, or production of nuclear, chemical, or biological weapons, missiles, or other military end uses.

14.3. By using the Product, You represent and warrant that You are not located in, under the control of, or a national or resident of any country or territory subject to comprehensive embargoes or sanctions under the laws of the U.S., UK, EU, or UN; that You are not a person or entity listed on any applicable restricted party list maintained by these authorities; that You will not use the Product for any prohibited end-use; and that You will not facilitate access to the Product by any person or entity subject to these restrictions.

14.4. If You become aware of any actual or potential violation of this clause 14 (Export), or if You are unsure about the compliance of Your use or location, You must immediately notify Cincom at legal@cincom.com and cooperate fully to resolve any compliance concerns.

15. Audit Rights.

Cincom may, during normal business hours and upon reasonable prior notice, audit Your use of the Product to verify compliance with the terms of this Agreement. Such audits may include requests for documentation, system access or confirmation of license scope. You agree to cooperate fully with any audit and to provide any information reasonably requested by Cincom to confirm that Your use of the Product remains within the license scope granted under this Agreement.

16. Headings.

Clause and section headings in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of the Agreement.

17. Notifications.

All notices required to be delivered to You under this Agreement shall be made in writing and delivered to the last known mailing address or email address You provided to Cincom. If You have not provided valid contact details, Cincom shall have no obligation to deliver such notice. Cincom may, at its sole discretion, deliver notices by hand, by registered mail or by email with delivery confirmation. Notices shall be deemed effective upon delivery or attempted delivery to the contact details on record.

18. Cincom Contact Information.

You may contact Cincom regarding this Agreement or deliver any required notices using one of the following methods:

By post: Cincom Systems, Inc.
871 Marlborough Ave., Ste. 100
Riverside, CA 92507

By email: Legal@cincom.com

Email notices are valid only if You receive a confirmation of receipt within 48 hours. If no confirmation is received, You must resend the notice by post as set out above.

19. Feedback.

If You provide Cincom with any feedback, suggestions, feature requests, bug reports or ideas related to the Product (collectively, “Feedback”), You grant Cincom a non-exclusive, worldwide, irrevocable, royalty-free license to use, reproduce, distribute, modify, incorporate and otherwise exploit such Feedback in any manner and for any purpose, without any obligation or compensation to You. You acknowledge that Cincom has no obligation to implement or respond to any Feedback and that providing Feedback does not create any expectation of confidentiality or compensation.

20. Survival.

The following provisions shall survive the termination or expiration of this Agreement for any reason: Clauses 1.6, 1.7, 2, 3, 5, 7, 8, 14, 19, 20, 21, and 22 and any other provisions which by their nature are intended to survive. Termination shall not affect any rights or obligations that accrued prior to termination.

21. Recovery of Costs.

If Cincom brings a legal action or proceeding against You to enforce any provision of this Agreement, including the collection of any unpaid license fees, Cincom shall be entitled to recover its reasonable costs and attorney fees.

22. Equitable Relief.

You acknowledge that Your breach of this Agreement, including any unauthorized use, disclosure or distribution of the Product or Cincom’s proprietary information, would cause irreparable harm to Cincom for which monetary damages would be an inadequate remedy. Cincom shall be entitled to seek injunctive or other equitable relief for any such breaches, actual or threatened, without the requirement to post a bond or prove actual damages, in addition to any other remedies available at law or in equity.