Xamarin® Software License Agreement

Summary of Certain Important Terms:

Indie Licenses are for individuals or organizations with no more than five (5) employees.

Starter and Indie licensees are not authorized to build applications for enterprise (“In-house”) deployment.

Licenses must be acquired for each individual who: uses the software or develops, provides or otherwise contributes source code, libraries or data to applications built using the Software, to (i) be compiled with the Xamarin Software or (ii) run with the Xamarin Redistributables. Licensees are not authorized to install Xamarin Software on build servers or use other means of sharing Xamarin Software.

Software licenses granted for evaluation purposes are limited to 30 days.

For licensees that have purchased a subscription rather than a perpetual license, rights to use the Software terminate when the subscription expires.

30-day money back return policy

ACCEPTANCE

PLEASE READ THIS AGREEMENT CAREFULLY. BY INSTALLING OR OTHERWISE USING THE SOFTWARE (INCLUDING ITS COMPONENTS), YOU AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE WITH THESE TERMS, DO NOT INSTALL OR USE THE SOFTWARE.

RIGHTS AND LICENSES

This Xamarin Software License Agreement (“Agreement”) is a legal agreement between You (an entity or a person) and Xamarin Inc. (“Xamarin”). The Xamarin software product(s) identified in this Agreement for the Android, iOS, and MAC OS X operating systems for which you have acquired licenses, and accompanying documentation (collectively the “Software”) is protected by the copyright laws and treaties of the United States (“U.S.”) and other countries and is subject to the terms of this Agreement. Any new version, update or support release to the Software that You may download or receive that is not accompanied by a license agreement expressly superseding this Agreement is also “Software” and governed by this Agreement. If the Software is an update or support release to the software product(s) identified in the title of this Agreement, then You must have validly licensed the version and quantity of the Software being updated or supported in order to install or use the update or support release.

The Software is comprised of numerous components that may be accompanied by separate license terms. The Software is a collective work of Xamarin; although Xamarin does not own the copyright to every component of the Software, Xamarin owns the collective work copyright for the Software.

Some of the components are open source packages, developed independently, and accompanied by separate license terms. Your license rights with respect to individual components accompanied by separate license terms are defined by those terms; nothing in this agreement shall restrict, limit, or otherwise affect any rights or obligations You may have, or conditions to which You may be subject, under such license terms; however, if You distribute copies of any component independent of the Software, You must remove all Xamarin trademarks, trade dress, and logos from each copy.

You must acquire one of the following types of licenses: (1) a Starter License, (2) an Indie License, (3) an Evaluation License, (4) a Business License; or (5) an Enterprise License, for each copy of the Software used within your Organization (defined below). You must acquire the same type of License for every copy of the Software used by You or within Your Organization, and each License You acquire must be assigned to a specific individual within Your Organization and may not be shared among individuals. A license must be procured for every individual who either: (a) uses the Software, (b) distributes the Redistributables; or (c) who develops or provides source code, libraries, configuration parameters or data to applications built using the Software. The term "Organization" means a legal entity, excluding subsidiaries and affiliates with a separate existence for tax purposes or for legal personality purposes. An example of an Organization in the private sector would be a corporation, partnership, or trust, excluding any subsidiaries or affiliates of the organization with a separate tax identification number or company registration number. In the public sector, an example of Organization would be a specific government body or local government authority. Notwithstanding anything to the contrary stated herein, no person or entity is authorized hereunder to use the Software to provide a product or service that generates or otherwise automates the development or distribution of apps or other software for third parties and such use is expressly prohibited.

STARTER LICENSE RESTRICTIONS

Subject to the terms and conditions of this Agreement, if Your license is a Starter License, Xamarin hereby grants to You a nonexclusive, non-transferable license to use the Software solely as permitted in this paragraph below and the Section below titled "Redistributables". Starter Licenses may be used by individuals or organizations with no more than five (5) employees. Applications developed with Starter Licenses may not contain more of Your compiled code than the limit advertised by Xamarin for the Software that you have received, may not make direct calls to unmanaged libraries, and Your applications may not be designed to be used in connection with the internal business operations of an Organization, and may only be distributed publicly through an application store. The assigned user for a Starter License may not be re-assigned (temporarily or otherwise).

INDIE LICENSE RESTRICTIONS

Subject to the terms and conditions of this Agreement, if Your license is an Indie License, Xamarin hereby grants to You a nonexclusive, non-transferable license to use the Software solely as permitted in this paragraph below and the Section below titled "Redistributables". Indie Licenses may be used by individuals or organizations with no more than five (5) employees. For clarity, You will not be classified as an "individual" for purposes of this Section if You are licensing the Software to perform services for, or on behalf of, Your employer. The assigned user for Indie Licenses may not be transferred or re-assigned (temporarily or otherwise).

EVALUATION LICENSE

Subject to the terms and conditions of this Agreement, if Your license is an Evaluation License, Xamarin hereby grants to You a nonexclusive, non-transferable license to use the Software solely as permitted in this paragraph below. For the avoidance of doubt, no rights to any Redistributables are granted to You under the Evaluation License. If the Software is provided to You for evaluation purposes, then Your license to use the Software is limited solely to internal evaluation purposes, and in accordance with the terms of the evaluation offering under which You received the Software, and Your license expires thirty (30) days from installation (or such other period as may be indicated within the Software). Upon expiration of the evaluation period, You must discontinue use of the Software and return to an original state any actions performed by the Software. The Software may contain an automatic disabling mechanism that prevents its use after a certain period of time.

REDISTRIBUTABLES

The “Redistributables” for the Android operating system platform are libmonosgen-2.0.so, libmonodroid.so, Mono.Android.dll and mono.android.jar

The “Redistributables” for the iOS operating system are libmono.a, libmonotouch.a and monotouch.dll.

The “Redistributables” for MAC OS X are libmono-2.0.a and monomac.dll.

Subject to the terms and conditions of this Agreement, if Your license is a Starter License, Indie License, Business License, or an Enterprise License, Xamarin hereby grants to You a world-wide, nonexclusive, non-transferable license to reproduce, distribute, perform, and display the Redistributables in binary code form only and solely as part of Your end-user app that You developed using the Software, and only for the operating system for which You licensed the Software (i.e., Android, iOS or MAC OS X).

If Your license is a Starter or Indie License for the Android operating system platform, You may only directly distribute via Google Play, Amazon Appstore, or competing public app stores for the Android platform, or if not directly distributing through a public app store, then for deployment directly to end-user Android devices on no more than 100 devices. If Your license is a Business or an Enterprise License for the Android operating system platform, You may only distribute directly via Google Play, Amazon Appstore, or competing public app stores for the Android platform, or if not distributing through a public app store, then for deployment directly to end-user Android devices.

If Your license is a Starter or Indie License for the iOS operating system, You may only distribute via the Apple App Store for iOS. If Your license is a Business or an Enterprise License for the iOS operating system, You may only distribute via either the Apple App Store for iOS or if not distributing through the Apple App Store for iOS, then for deployment directly to Apple end-user mobile devices.

If Your license is a Starter or Indie License for the MAC OS X operating system, You may only distribute via the Apple Mac App Store. If Your license is a Business or an Enterprise License for the MAC OS X operating system, You may only distribute via either the Apple Mac App Store or if not distributing through the Apple Mac App Store, then for deployment directly to Apple end-user computers.

OTHER LICENSE TERMS AND RESTRICTIONS

The Software is protected by the copyright laws and treaties of the United States ("U.S.") and other countries and is subject to the terms of this Agreement. The Software is licensed to You, not sold.

The Software may be bundled with other software programs ("Bundled Programs"). Your license rights with respect to Bundled Programs accompanied by separate license terms are defined by those terms; nothing in this Agreement shall restrict, limit, or otherwise affect any rights or obligations You may have, or conditions to which You may be subject, under such license terms.

RESERVATION OF RIGHTS

Xamarin reserves all rights not expressly granted to You. You may not: (1) reverse engineer, decompile, or disassemble the Software, provided that to the extent the foregoing prohibitions are expressly prohibited by applicable statutory law, Xamarin shall retain the maximum protection available against reverse engineering, decompiling, or disassembly under applicable law; or (2) transfer the Software or Your license rights under this Agreement, in whole or in part. The Software in all forms other than binary code form are proprietary and confidential information of Xamarin and its licensors with the sole exception of open source components of the Software.

MAINTENANCE AND SUPPORT

Except for Starter Licenses, each License includes updates to the Software that Xamarin makes generally commercially available for a period of one (1) year from the date of Your License (“Services“). Other than the Services, Xamarin has no obligation to provide support or maintenance services to You, except that: You may participate in Xamarin’s online support forum in accordance with Xamarin’s then-current forum policies, and Business and an Enterprise Licensees may contact support by emailing support@xamarin.com.

OWNERSHIP

No title to or ownership of the Software is transferred to You. Xamarin and/or its licensors retain all right, title and interest in and to all intellectual property rights in the Software and Services, including any adaptations or copies thereof. You acquire only a conditional license to use the Software.

CONSENT TO DATA COLLECTION

You acknowledge and agree that the Xamarin integrated development software that is installed with the Software may make Internet connections in order to:

1. Check for updates;

2. Provide platform usage statistics;

3. Validate license keys in order to prevent unauthorized use; and

4. Provide other services to our Licensees. For more details please review Xamarin’s privacy policy at xamarin.com/privacy

LIMITED WARRANTY

For thirty (30) days from Your date of purchase, Xamarin warrants that (1) any media on which the Software is delivered is free from physical defects; and (2) the Software will substantially conform to the documentation accompanying the Software. If the defective items are returned to Xamarin or if You report the nonconformity to Xamarin within thirty (30) days from the date of purchase, Xamarin will at its sole discretion either resolve the nonconformity or refund the license fees You paid for the Software. Any unauthorized use or modification to the Software voids this warranty. THE FOREGOING WARRANTY IS YOUR SOLE AND EXCLUSIVE REMEDY AND IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. (The foregoing warranty does not apply to Software provided free of charge. SUCH SOFTWARE IS PROVIDED “AS IS” WITHOUT ANY WARRANTIES OF ANY KIND.)

Services. Xamarin warrants that any Services purchased will be supplied in a professional manner in accordance with generally accepted industry standards. This warranty will be effective for thirty (30) days following delivery of the Services. Upon any breach of this warranty, Xamarin’s only obligation is to either correct the Services so that they comply with this warranty or at its option refund the amount You paid to Xamarin for the portion of the Services that fail to comply with this warranty. As files may be altered or damaged in the course of Xamarin providing technical services, You agree to take appropriate measures to isolate and back up Your systems.

THE SOFTWARE IS NOT DESIGNED, MANUFACTURED OR INTENDED FOR USE OR DISTRIBUTION WITH ON-LINE CONTROL EQUIPMENT IN HAZARDOUS ENVIRONMENTS REQUIRING FAIL-SAFE PERFORMANCE, SUCH AS IN THE OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION, COMMUNICATION, OR CONTROL SYSTEMS, DIRECT LIFE SUPPORT MACHINES, WEAPONS SYSTEMS, OR OTHER USES IN WHICH FAILURE OF THE SOFTWARE COULD LEAD DIRECTLY TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE.

THE SOFTWARE IS ONLY COMPATIBLE WITH CERTAIN COMPUTERS AND OPERATING SYSTEMS (e.g., not all Android devices are supported) and no warranty is provided with respect to use of the Software with unsupported devices or systems.

Non-Xamarin Products. The Software may include or be bundled with hardware or other software programs or services licensed or sold by an entity other than Xamarin. XAMARIN DOES NOT WARRANT NON-XAMARIN PRODUCTS OR SERVICES. ANY SUCH PRODUCTS OR SERVICES ARE PROVIDED ON AN “AS IS” BASIS. WARRANTY SERVICE IF ANY FOR NON-XAMARIN PRODUCTS IS PROVIDED BY THE PRODUCT LICENSOR IN ACCORDANCE WITH THE APPLICABLE LICENSOR WARRANTY.

EXCEPT AS OTHERWISE RESTRICTED BY LAW, XAMARIN DISCLAIMS AND EXCLUDES ANY AND ALL IMPLIED WARRANTIES INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT. XAMARIN MAKES NO WARRANTY, REPRESENTATION OR PROMISE NOT EXPRESSLY SET FORTH IN THIS LIMITED WARRANTY. XAMARIN DOES NOT WARRANT THAT THE SOFTWARE OR SERVICES WILL SATISFY YOUR REQUIREMENTS OR THAT THE OPERATION OF THE SOFTWARE OR SERVICES WILL BE UNINTERRUPTED. Some jurisdictions do not allow certain disclaimers and limitations of warranties, so portions of the above limitations may not apply to You. This limited warranty gives You specific rights and You may also have other rights which vary by state or jurisdiction.

LIMITATION OF LIABILITY

Consequential Losses. NEITHER XAMARIN NOR ANY OF ITS LICENSORS, SUBSIDIARIES, OR EMPLOYEES WILL IN ANY CASE BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT, TORT, ECONOMIC OR PUNITIVE DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE OR SERVICES, INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, BUSINESS OR DATA, EVEN IF ADVISED OF THE POSSIBILITY OF THOSE DAMAGES.

Direct Damages. IN NO EVENT WILL XAMARIN'S AGGREGATE LIABILITY FOR DIRECT DAMAGES TO PROPERTY OR PERSON (WHETHER IN ONE INSTANCE OR A SERIES OF INSTANCES) EXCEED 1.25 TIMES THE AMOUNT PAID BY YOU FOR THE SOFTWARE OR SERVICES OUT OF WHICH SUCH CLAIM AROSE (OR $50 (U.S.)) IF YOU RECEIVED THE SOFTWARE FREE OF CHARGE). The above exclusions and limitations will not apply to claims relating to death or personal injury. In those jurisdictions that do not allow the exclusion or limitation of damages, Xamarin's liability shall be limited or excluded to the maximum extent allowed within those jurisdictions.

TERM AND TERMINATION

If You have purchased a perpetual license to the Software, this Agreement becomes effective on the date You legally acquired the Software, and will continue in effect unless earlier terminated as set forth below.

If You have purchased a subscription-based license to the Software, this Agreement becomes effective on the date Your subscription term commenced, as specified on Xamarin's e-mail confirmation of Your purchase of the subscription, and shall expire at the end of the applicable subscription term unless You have renewed and paid for Your subscription prior to the renewal date. For example, if You have purchased a monthly subscription, Your subscription term shall expire and Your rights shall terminate immediately at the end of the one (1) month period for which You paid (e.g., August 2nd to September 2nd) or the last day of the following month if such renewal date would occur after the last day of such following month (e.g., January 31st to February 28th), unless You renew and pay for the next month's subscription prior to such expiration.

This Agreement will automatically terminate if You breach any of its terms or conditions.

Your rights to distribute the Redistributables shall survive expiration of this Agreement solely as part of the mobile apps or other software programs that You developed during the term of this Agreement pursuant to the licenses granted to You under this Agreement, provided that in the event Xamarin terminates this Agreement due to Your breach of this Agreement, all rights granted to You in the Redistributables shall immediately terminate. Except for Your right to distribute the Redistributables as expressly provided in this Section, upon any expiration or termination of this Agreement, all licenses granted to You under this Agreement shall terminate, and You shall immediately cease any and all use of the Software. All rights and obligations under this Agreement which by their nature are intended to survive shall survive any expiration or termination of this Agreement.

MISCELLANEOUS TERMS

Benchmark Testing. This benchmark testing restriction applies to You if You are a software developer or licensor or if You are performing testing on the Software at the direction of or on behalf of a software developer or licensor. You may not, without Xamarin's prior written consent not to be unreasonably withheld, publish or disclose to any third party the results of any benchmark test of the Software. If You are a licensor of products that are functionally similar to or compete with the Software (“Similar Products”), or are acting on behalf of such a licensor, and You publish or disclose benchmark information on the Software in violation of this restriction, then notwithstanding anything to the contrary in the Similar Product's end user license agreement, and in addition to any other remedies Xamarin may have, Xamarin shall have the right to perform benchmark testing on Similar Products and to disclose and publish that benchmark information and You hereby represent that You have authority to grant such right to Xamarin.

Open Source. Nothing in this Agreement shall restrict, limit or otherwise affect any rights or obligations You may have, or conditions to which You may be subject, under any applicable open source licenses to any open source code contained in the Software.

Transfer. This Agreement may not be transferred or assigned without the prior written approval of Xamarin. Any transfer or assignment in contravention of the foregoing shall be void and of no effect. Subject to the foregoing, this Agreement shall be binding upon and enure to the benefit of the parties’ successors and permitted assigns.

Law and Jurisdiction. This Agreement is governed by the laws of the State of California, U.S without reference to conflicts of laws principles. Any action at law relating to this Agreement may only be brought before the courts of competent jurisdiction in Santa Clara County, California If, however, Your country of principal residence is a member state of the European Union or the European Free Trade Association, this Agreement is governed by the laws of that country, and any action at law may only be brought before a court of competent jurisdiction of that country.

Entire Agreement. This Agreement sets forth the entire understanding and agreement between You and Xamarin regarding the subject matter of this Agreement, and it supersedes all prior agreements between You and Xamarin regarding the Software. This Agreement may only be amended or modified only by a written agreement agreed to by You and an authorized representative of Xamarin. NO LICENSOR, DISTRIBUTOR, DEALER, RETAILER, RESELLER, SALES PERSON, OR EMPLOYEE IS AUTHORIZED TO MODIFY THIS AGREEMENT OR TO MAKE ANY REPRESENTATION OR PROMISE THAT IS DIFFERENT FROM, OR IN ADDITION TO, THE TERMS OF THIS AGREEMENT.

Waiver. No waiver of any right under this Agreement will be effective unless in writing, signed by a duly authorized representative of the party to be bound. No waiver of any past or present right arising from any breach or failure to perform will be deemed to be a waiver of any future right arising under this Agreement.

Severability. If any provision in this Agreement is invalid or unenforceable, that provision will be construed, limited, modified or, if necessary, severed, to the extent necessary, to eliminate its invalidity or unenforceability, and the other provisions of this Agreement will remain unaffected.

Export Compliance. Any products or technical information provided under this Agreement may be subject to U.S. export controls and the trade laws of other countries. The parties agree to comply with all export control regulations and to obtain any required licenses or classification to export, re-export or import deliverables. The parties agree not to export or re-export to entities on the current U.S. export exclusion lists or to any embargoed or terrorist countries as specified in the U.S. export laws. The parties will not use deliverables for prohibited nuclear, missile, or chemical biological weaponry end uses. Please consult the Bureau of Industry and Security web page www.bis.doc.gov before exporting Xamarin products from the U.S. Upon request, Xamarin will provide You specific information regarding applicable restrictions. However, Xamarin assumes no responsibility for Your failure to obtain any necessary export approvals.

U.S. Government Restricted Rights. Use, duplication, or disclosure by the U.S. Government is subject to the restrictions in FAR 52.227-14 (June 1987) Alternate III (June 1987), FAR 52.227-19 (June 1987), or DFARS 252.227-7013 (b) (3) (Nov 1995), or applicable successor clauses. Contractor/Manufacturer is Xamarin Inc., 430 Pacific Avenue, San Francisco, CA 94133.

Other. The application of the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded.

Mono is a registered trademark of Novell, Inc. in the United States and other countries.

Xamarin is a registered trademark of Xamarin Inc. in the United States and other countries.

*All third party marks are property of their respective owners.

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Thursday, November 13, 2014

Xamarin® Software License Agreement

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