IMPORTANT NOTICE:


PLEASE READ THIS CONTRACT CAREFULLY. BY USING ALL OR ANY PORTION OF THE SOFTWARE YOU ACCEPT ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT. YOU AGREE THAT THIS AGREEMENT IS ENFORCEABLE LIKE ANY WRITTEN NEGOTIATED AGREEMENT SIGNED BY YOU. IF YOU DO NOT AGREE, DO NOT INSTALL OR OTHERWISE USE THIS SOFTWARE. IF YOU ACQUIRED THE SOFTWARE WITHOUT AN OPPORTUNITY TO REVIEW THIS LICENSE AND YOU DO NOT ACCEPT THIS AGREEMENT, YOU MUST IMMEDIATELY CEASE AND DESIST USING THE SOFTWARE AND MAY RETURN IT, WITH PROOF OF PAYMENT, TO THE LOCATION FROM WHICH IT WAS OBTAINED FOR A FULL REFUND OF THE AMOUNT YOU ORIGINALLY PAID.

1. GRANT OF LICENSE

ATP hereby grants to you, and you accept, a non-exclusive, non-transferable license to install, use, copy and modify the SOFTWARE only as authorized below.


2. PERMITTED USES

This EULA grants you the following rights:
* You may permanently transfer all of your rights under this EULA to another party or entity provided that you retain no copies of the SOFTWARE and the recipient agrees to all of the terms and conditions of this EULA.
* You may make copies on more than one computer, as long as the use of the SOFTWARE is by the same developer. If you purchase a “multi-user” license, the SOFTWARE may be used by the corresponding number of users within your entity on the corresponding number of computers (e.g. a “five user license” allows you to use the SOFTWARE on up to five computers concurrently or by five different developers). If you purchased a “Corporate License”, the SOFTWARE may be used by any number of users within your entity on any number of computers.
* You may make a copy (either in hardcopy or electronic form) of electronic documents included with the SOFTWARE for each developer for which the Software has been licensed.


3. PROHIBITED USES

You may not, without prior written permission of Atp:
* Sell, rent, lease, or sublicense the SOFTWARE.
* Remove any proprietary notices or labels.
* Reverse engineer, decompile, create derivative works, translate, or disassemble the SOFTWARE, or attempt in any manner to reconstruct or discover any source code.
* Use, copy, modify, or merge copies of the SOFTWARE.
* Make a copy of our setup package and publish it on your website for any purposes.
* Use Atp’s name, logo or trademarks (i.e. “Ultimate SFTP”) in any way to market/advertise your software or website.


4. TRIAL LICENSE

If the SOFTWARE you have obtained is marked as a TRIAL, you may install one copy of the SOFTWARE for the limited purposes of testing its functionality and demonstrations. You are not allowed to integrate it in end products or use it for any commercial purpose.

Support:

FREE Support Package is provided as a part of your license and we guarantee response within 72 hours on business days (Monday through Friday).


5. LICENSE WITHOUT SOURCE CODE

The SOFTWARE is licensed per individual Developer. This means that each individual using or otherwise accessing the SOFTWARE for development purpose must have an individual product license for obtaining the right to develop.

You may make copies on more than one computer, as long as the use of the SOFTWARE is by the same developer. The SOFTWARE is in "use" on a computer when it is loaded into temporary memory (i.e. RAM) or installed into permanent memory (e.g. hard disk, CD-ROM, or other storage devise) of that computer. However, installation on a network server for the sole purpose of internal distribution among licensed developers this is not considered “use” of the SOFTWARE.

Support:

Standard Support Package is provided as a part of your license and we guarantee response within 48 hours on business days (Monday through Friday). This support package includes FREE MINOR and MAJOR product updates plus technical support via email and online developer's forum.

Product Upgrades:

Major upgrades (i.e. upgrades from 1.2 to 2.0) include bug fixes as well as major functional enhancements. Major upgrades are available for all customers who purchased Standard Licenses. Customer can go to the download area to download and reinstall major upgrades.

Major upgrades are always free of charge for customer mentioned above within 1 year since the date of purchase or for life-time.


6. LICENSE WITH SOURCE CODE

The SOFTWARE is licensed per individual Developer as defined above. In addition you are entitled to a 1 Year Major or a Life-time Product Upgrades, Full Source Code and Premium Support Package.

Support:

Premium Support Package is provided as a part of your license and we guarantee response within 24 hours on business days (Monday through Friday). This support package includes FREE MINOR and MAJOR product updates plus technical support via email and online developer's forum.

Product Upgrades:

Major upgrades (i.e. upgrades from 1.2 to 2.0) include bug fixes as well as major functional enhancements. Major upgrades are available for all customers who purchased Premium Licenses. Customer can go to the download area to download and reinstall major upgrades.

Major upgrades are always free of charge for customer mentioned above within 1 year since the date of purchase or for life-time.

Source Code:

ATP grants you the non-exclusive license to use the source code (“SOURCE CODE”) to the SOFTWARE provided when you purchased a license from ATP or its authorized reseller.

a) The SOURCE CODE is provided to the licensed developer for the sole purposes of education and troubleshooting. Under no circumstances may any portion of the SOURCE CODE be distributed, disclosed or otherwise make available to any third party without the express, prior written consent of Atp.

b) You may modify the SOURCE CODE solely at your own risk. You will not grant, either expressly or impliedly, any rights, title, interest, or licenses to any such modification, enhancements, derivative works and/or extensions to any third party. You also to agree to secure the SOURCE CODE, all necessary rights and obligations from relevant employees or third parties in order to satisfy the above obligations.

c) You may not use the SOURCE CODE as a basis for creating products that provide the same, or substantially the same, functionality as the SOFTWARE.

d) You may not distribute the SOURCE CODE, or any modification, enhancement, derivative work and/or extension thereto, in source code form.

e) The SOURCE CODE is provided “AS-IS”, and that ATP does not provide any Technical Support for source code. Refunds also are not available for licenses that include source code.

f) You understand and acknowledge that the SOURCE CODE contains valuable and proprietary trade secret of Atp. You agree to maintain in confidence, assume full responsibility for such employee’s or contractors’ use, misuse, of such disclosed source code as if it was your use. These obligations shall not apply to any information generally available to the public, independent developed or obtained without reliance on Atp information, or approved in writing for release by ATP without restriction.


7. ROYALTY FREE REDISTRIBUTION

All product licenses are perpetual and royalty-free, when you purchase any Atp product, you receive an unlimited license to re-distribute your program (your SOFTWARE) built with ATP components, you can ship your SOFTWARE as part of solutions for internal use, hosted application, commercial solutions deployed at customer’s site. Those portions of the SOFTWARE which are identified in the documentation as REDISTRIBUTABLE DLLs (“DLLs”) provided that:
* You need to duly inform your end-users (i.e. in your License Agreement with your end-users) that they are not allowed to use the SOFTWARE independently from your solution. For use of the SOFTWARE in a development environment they need to purchase the appropriate number of Standard/Premium Licenses from Atp.


8. TERMINATION

Without prejudice to any other rights or remedies, ATP will terminate this EULA upon your failure to comply with any of the terms and conditions herein, subject to ninety (90) days prior written notice and an opportunity to cure. In such event, you will be banned from our system and you must remove and destroy all copies of the SOFTWARE and all of its component parts including any related documentation, any applicable source code and must remove any and all use of such technology within a reasonable period of time from any applications using technology contained in the SOFTWARE developed by you, whether in native, altered or compiled state.


9. COPYRIGHT

All title and copyrights in and to the SOFTWARE (including but not limited to any images, photographs, animations, video, audio, music, text and “applets” incorporated into the SOFTWARE), accompanying printed materials, and any copies of the SOFTWARE are owned by ATP or its suppliers.
The SOFTWARE is protected by copyright laws and international treaty provisions and therefore, you must treat the SOFTWARE like any other copyrighted material, except that you may, in addition to the copies permitted in this EULA, make one copy of the SOFTWARE solely for backup or archival purposes. No part of the accompanying printed materials may be reproduced, transmitted, transcribed, stored in any retrieval system, or translated into any language by any means without the express prior written permission of Atp.


10. LIMITED WARRANTY

ATP warrants that the SOFTWARE will perform substantially in accordance with the accompanying materials for a period of sixty (60) days from the date of receive. ATP does not warrant the use of the SOFTWARE will be error-free at all times and in all circumstances. This warranty if void if failure of the SOFTWARE has resulted from (1) accident, (2) machine error, (3) abuse or misapplication, LICENSEE’s failure to follow operation instructions, (4) modifications to the SOFTWARE by any person or entity other than Atp. In the event of a breach of warranty, LICENSEE 's sole and exclusive remedy, is repair of all or any portion of the SOFTWARE. If such remedy fails of its essential purpose, LICENSEE 's sole remedy and Atp's maximum liability shall be a refund of the paid purchase price for the defective SOFTWARE only. This limited warranty is only valid if ATP receives written notice of breach of warranty within ninety (90) days after the warranty period expires.


11. INFRINGMENT INDEMNITY

ATP, Inc. shall indemnify and hold harmless, and defend you and your officers, directors, employees, agents, affiliates, successors and assigns (each an “Indemnitee”) from and against any liability, loss, damage or expense (including reasonable attorneys’ fees and other expenses) arising from claims of third parties (collectively, “Claims”) to which the Indemnitee may become subject insofar as such Claim arises out of or in connection with, or is based upon any action or claim that the Software or any part thereof or the use of the Software infringes any intellectual property or other proprietary rights of a third party. All reasonable fees and expenses of an Indemnitee pursuant to the indemnity in this section shall be reimbursed as they are incurred and paid.


12. LIMITATION OF LIABILITIES

To the maximum extent permitted by applicable law, in no event shall Atp be liable for any special, incidental, indirect, or consequential damages whatsoever (including, without limitation, damages for loss of business profits, business interruption, loss of business information, or any other pecuniary loss) arising out of the use of or inability to use the SOFTWARE, even if ATP has been advised of the possibility of such damage. BECAUSE SOME STATES AND JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

Last Update: Aug 4th, 2011