Software License and Use Policy

Stoneridge Software Limited Public License Agreement for No-Fee Software v. 1

This Limited Public License Agreement (“license”) governs use of code marked as “sample” or “example” available on this web site without a license agreement. If you use such code (the “software”), you accept this license, and all of the terms herein. If you do not accept the license, do not use the software.

1. Definitions

a. The terms “reproduce,” “reproduction,” “derivative works,” and “distribution” have the same meaning here as under U.S. copyright law.
b. A “contribution” is the original software, or any additions or changes to the Software.
c. A “contributor” is any person that distributes its contribution under this license.
d. “Licensed patents” are a contributor’s patent claims that read directly on its contribution.
e. “We,” or “Stoneridge Software” shall refer to Stoneridge Software, Inc.
f. “You” shall refer to the party downloading, using, or accessing Software from this web site.

2. Grant of Rights

a. Right to use. We grant you the right to access and use the Software in accordance with this Agreement.

b. No Warranty, except as required by law.

ALL SOFTWARE IS LICENSED “AS-IS,” “WITH ALL FAULTS” AND “AS AVAILABLE.” YOU BEAR THE RISK OF USING IT. WE PROVIDE NO WARRANTIES, GUARANTEES OR CONDITIONS, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. YOU MAY HAVE ADDITIONAL RIGHTS UNDER YOUR LOCAL LAWS WHICH THIS AGREEMENT CANNOT CHANGE. THESE DISCLAIMERS WILL APPLY TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, INCLUDING APPLICATION TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. STONERIDGE DOES NOT CONTROL, REVIEW, REVISE, ENDORSE, OR ACCEPT RESPONSIBILITY FOR ANY THIRD PARTY CONTENT, INFORMATION, MESSAGES, MATERIALS, PROJECTS ACCESSIBLE FROM OR LINKED THROUGH THE SOFTWARE, AND, EXCEPT AS WARRANTED IN A SEPARATE AGREEMENT, STONERIDGE MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER ABOUT AND SHALL NOT BE RESPONSIBLE FOR ANY OF THE FOREGOING. ANY DEALINGS YOU MAY HAVE WITH SUCH THIRD PARTIES ARE AT YOUR OWN RISK. NO AGENT OF STONERIDGE IS AUTHORIZED TO MAKE ANY WARRANTIES ON BEHALF OF STONERIDGE OR MODIFY THIS DISCLAIMER OF WARRANTIES.

c. Copyright Grant. Subject to the terms of this license, including the license conditions and limitations, each contributor grants you a non-exclusive, worldwide, royalty-free copyright license to reproduce its contribution, prepare derivative works of its contribution, and distribute its contribution or any derivative works that you create.

d. Patent Grant. Subject to the terms of this license, including the license conditions and limitations, each contributor grants you a non-exclusive, worldwide, royalty-free license under its licensed patents to make, have made, use, sell, offer for sale, import, and/or otherwise dispose of its contribution in the software or derivative works of the contribution in the software.

e. Scope of Grants. All Software is the copyrighted work of Stoneridge. All Software is licensed, not sold, and may not be transferred unless specified otherwise in any license terms provided with the Software. Rights to access Software on any device do not give you any right to implement Stoneridge patents or other Stoneridge intellectual property in software or devices that access that device.

f. Manner of use. You may not:

i. reverse engineer, decompile, disassemble or work around technical limitations in the Software, except as explicitly permitted herein and subject to the limits that applicable law may permit;
ii. disable, tamper with or otherwise attempt to circumvent any mechanism that limits your use of the Software;
iii. rent, lease, lend, resell, transfer, or sublicense any Services or portion thereof to or for third parties, except as explicitly permitted herein or in license terms that accompany any Software component;
iv. use the Software for any purpose that is unlawful or prohibited by this Agreement; or
v. use the Software in any manner that could damage, disable, overburden, or impair any Stoneridge Software or Microsoft service or Software, or the network(s) connected to any Stoneridge Software or Microsoft service, or interfere with any other party’s use and enjoyment of any Software.

g. Updates. We may make changes to the Software from time to time, including: the availability of features; how long, how much or how often any given feature may be used; and feature dependencies upon other Software. We will attempt to provide you with prior notice before removing any material feature or functionality of the Software, unless security, legal, or system performance considerations require an expedited removal.

h. Termination. We have the right to terminate this License and your right to use this Software upon any material breach by You. You agree to return to Stoneridge or to destroy all copies of the Software upon termination of the License.

3. Conditions and Limitations

a. No Trademark License. This license does not grant you rights to use any contributors’ name, logo, or trademarks.
b. If you bring a patent claim against any contributor over patents that you claim are infringed by the software, your patent license from such contributor to the software ends automatically.
c. If you distribute any portion of the software, you must retain all copyright, patent, trademark, and attribution notices that are present in the software.
d. If you distribute any portion of the software in source code form, you may do so only under this license by including a complete copy of this license with your distribution. If you distribute any portion of the software in compiled or object code form, you may only do so under a license that complies with this license.
e. Platform Limitation. The licenses granted in section 2 extend only to the software or derivative works that you create that run directly on a Microsoft Operating system product, Microsoft run-time technology, or Microsoft application platform (such as Microsoft Office or Microsoft Dynamics).

4. Defense of claims

a. Defense. Stoneridge will defend you against any claims made by an unaffiliated third party that the Software infringes its patent, copyright or trademark or makes unlawful use of its trade secret.

b. Limitations. Our obligations in Section 4.a will not apply to a claim or award based on: (1) Modifications you make to the Software, or materials you provide or make available as part of using the Software (2) your combination of the Software with, or damages based upon the value of, a Non-Microsoft or Non-Stoneridge Product, data or business process; (3) your use of a Stoneridge trademark without our express written consent, or your use of the Software after we notify you to stop due to a third-party claim; or (4) your redistribution of the Software to, or use for the benefit of, any unaffiliated third party.

c. Remedies. If we reasonably believe that a claim under Section 4.a may bar your use of the Software, we will seek to: (1) obtain the right for you to keep using it; or (2) modify or replace it with a functional equivalent. If these options are not commercially reasonable, we may terminate your rights to use the Software.

d. Obligations. Each party must notify the other promptly of a claim under this Section 4.

5. Limitation of liability

a. Limitation. The aggregate liability of each party under this Agreement is limited to direct damages up to the amount paid under this Agreement for the Software giving rise to that liability during the 12 months before the liability arose, or for Software provided free of charge, Five Hundred United States dollars ($500.00 USD).

b. EXCLUSION. NEITHER PARTY WILL BE LIABLE FOR LOSS OF REVENUE, LOST PROFITS, OR COMPENSATORY, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES CONNECTED WITH OR RESULTING FROM THIS LICENSE AGREEMENT OR YOUR USE OF THIS SOFTWARE, EVEN IF THE PARTY KNEW THEY WERE POSSIBLE.

c. Exceptions to Limitations. The limits of liability in this Section apply to the fullest extent permitted by applicable law, but do not apply to the parties’ obligations under Section 4.

6. Miscellaneous

a. No additional rights granted. We reserve all rights not expressly granted under this agreement, and no other rights are granted under this agreement by implication or estoppel or otherwise.

b. Notices. You must send notices by mail to the address listed for Stoneridge, with a copy to:

Burns & Hansen, P.A.
ATTN: Barton Gernander, Esq.
8401 Wayzata Boulevard, Suite 300
Minneapolis, MN 55426

You agree to receive electronic notices from us related to the Software, which will be sent by e-mail to your specified end user or administrator contact information. Notices are effective on the date on the return receipt for mail, or the date sent for e-mail.

c. Assignment. You may not assign this agreement either in whole or in part.

d. Severability. If any part of this agreement is held unenforceable, the rest remains in full force and effect.

e. Waiver. Failure to enforce any provision of this agreement will not constitute a waiver.

f. No agency. We and You are independent contractors. This agreement does not create an agency, partnership or joint venture.

g. No third-party beneficiaries. There are no third-party beneficiaries to this agreement.

h. Applicable law and venue. This Agreement shall be governed by, interpreted, and enforced under the laws of Minnesota, without giving effect to its conflict of laws provisions. Any litigation between the parties shall be conducted exclusively in the state and federal courts in Hennepin County, Minnesota, and any arbitration or similar proceeding shall be conducted exclusively at a location within such county and state. Each party consents to the jurisdiction and venue of the courts described above.

i. Entire agreement. This agreement is the entire agreement concerning its subject matter and supersedes any prior or concurrent communications.

j. U.S. export jurisdiction. The Software may subject to U.S. export jurisdiction. You must comply with all applicable laws, including the U.S. Export Administration Regulations, the International Traffic in Arms Regulations, and end-user, end-use and destination restrictions issued by U.S. and other governments.

k. International availability. Availability of the Software, including specific features and language versions, varies by country.

l. Modifications. We may modify this agreement at any time with or without individual notice to you by posting a revised version on this web site. Any modifications will be effective upon your continued use of Software.

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Stoneridge Software License Agreement for Purchased Software v. 1

This Software License Agreement (“license”) governs use of code sold on this web site for a fee. To purchase this code, you must accept this license, and all of the terms herein. If you do not accept the license, do not purchase the software.  By purchasing the Software, the parties agree to this license and the date of purchase becomes the effective date.

For purposes of the agreement, “Licensee” refers to the party purchasing the software and “Stoneridge” refers to Stoneridge Software Inc.

The parties hereby agree:

ARTICLE I OWNERSHIP

Licensee is desiring to purchase from Stoneridge the Software purchased from this site for use in their environment.

Licensee acknowledges that this is only a limited nonexclusive license. Stoneridge is and remains the owner of all titles, rights, and interests in the Software. All copyright rights remain property of Stoneridge.

ARTICLE II INSTALLATION PRIVILEGES

This License permits Licensee to install the Software on more than one computer system and use the software version provided perpetually. This license permits usage by only the Licensee defined in the agreement and cannot be transferred to another entity.  Licensee may make copies of the Software for backup purposes only.

ARTICLE III LIMITED WARRANTY

This Software is subject to a limited warranty. Stoneridge warrants to Licensee that the physical medium on which this Software is distributed is free from defects in materials and workmanship under normal use, the Software will perform according to its printed documentation, and to the best of Stoneridge’s knowledge Licensee’s use of this Software according to the printed documentation is not an infringement of any third party’s intellectual property rights. This limited warranty lasts for a period of 30 days after delivery.

To the extent permitted by law, THE ABOVE-STATED LIMITED WARRANTY REPLACES ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, AND STONERIDGE DISCLAIMS ALL IMPLIED WARRANTIES INCLUDING ANY IMPLIED WARRANTY OF TITLE, MERCHANTABILITY, NONINFRINGEMENT, OR OF FITNESS FOR A PARTICULAR PURPOSE.

No agent of Stoneridge is authorized to make any other warranties or to modify this limited warranty. Any action for breach of this limited warranty must be commenced within one year of the expiration of the warranty. Because some jurisdictions do not allow any limit on the length of an implied warranty, the above limitation may not apply to this Licensee. If the law does not allow disclaimer of implied warranties, then any implied warranty is limited to 30 days after delivery of the Software to Licensee. Licensee has specific legal rights pursuant to this warranty and, depending on Licensee’s jurisdiction, may have additional rights.

ARTICLE IV REMEDIES

In case of a breach of the Limited Warranty, Licensee’s exclusive remedy is as follows: Licensee will return all copies of the Software to Stoneridge.  At Stoneridge’s option, Stoneridge will either send Licensee a replacement copy of the Software, at Stoneridge’s expense, or issue a full refund.

Notwithstanding the foregoing, STONERIDGE IS NOT LIABLE TO LICENSEE FOR ANY DAMAGES, INCLUDING COMPENSATORY, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, CONNECTED WITH OR RESULTING FROM THIS LICENSE AGREEMENT OR LICENSEE’S USE OF THIS SOFTWARE.

ARTICLE V INDEMNIFICATION

Licensee agrees to defend and indemnify Stoneridge and hold Stoneridge harmless from all claims, losses, damages, claims, demand, suits, actions, and/or judgments, and all costs and expenses, including, but not limited to, reasonable attorneys’ fees connected with or resulting from Licensee’s use of this Software.

ARTICLE VI TERMINATION

Stoneridge has the right to terminate this License Agreement and Licensee’s right to use this Software upon any material breach by Licensee.

Licensee agrees to return to Stoneridge or to destroy all copies of the Software upon termination of the License.

ARTICLE VII ENTIRE AGREEMENT

This License Agreement is the entire and exclusive agreement between Stoneridge and Licensee regarding this Software. This License Agreement replaces and supersedes all prior negotiations, dealings, and agreements between Stoneridge and Licensee regarding this Software.

ARTICLE VIII MISCELLANEOUS

Except as otherwise provided to the contrary, this Agreement shall be binding upon and inure to the benefit of the parties hereto and their successors and assigns. No other person has any rights, interest, or claims hereunder or is entitled to any benefits under or on account of this Agreement as a third-party beneficiary or otherwise.

Licensee shall assign no rights or delegate any obligations hereunder without the prior written consent of Stoneridge.

This Agreement shall be governed by, interpreted, and enforced under the laws of Minnesota, without giving effect to its conflict of laws provisions. Any litigation between the parties shall be conducted exclusively in the state or federal courts in Hennepin County, Minnesota, and any arbitration or similar proceeding shall be conducted exclusively at a location within such county and state. Any mediation would also occur in Hennepin County, Minnesota.  Each party consents to the jurisdiction and venue of the courts described above.

The failure of a party to enforce a right under this Agreement shall not be construed as a waiver of that right. No waiver of any provision of this Agreement shall be valid unless in writing and signed by the person or party against whom the waiver is charged.

No modification of this Agreement shall be valid.  The parties may agree to terminate this agreement and enter into a separate agreement if both parties agree.

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About Stoneridge
Stoneridge Software is a unique Microsoft Gold Partner, with emphasis on partner. With specialties in Microsoft Dynamics 365, Microsoft Dynamics AX, Microsoft Dynamics NAV, Microsoft Dynamics GP and Microsoft Dynamics CRM, we focus on attracting the most knowledgeable experts in the field to our team, and prioritize delivering stellar solutions with maximum impact for your business. At Stoneridge, we are deeply committed to your results. Each engagement is met with a dedicated team, ready to provide thorough, tailored, and expert service. Based in Minnesota, we intentionally “step into your shoes,” wherever you are. We focus on what you care about, and develop trusting, long-term relationships with our clients.

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