**End User License Agreement for Progress NativeScript UI Pro**  
  
(Last Updated May 1, 2017)  
  
IMPORTANT – PLEASE READ THIS END USER LICENSE AGREEMENT (THE
“AGREEMENT”) CAREFULLY BEFORE ATTEMPTING TO DOWNLOAD OR USE ANY
SOFTWARE, DOCUMENTATION, OR OTHER MATERIALS MADE AVAILABLE THROUGH THIS
WEB SITE (Telerik.com). THIS AGREEMENT CONSTITUTES A LEGALLY BINDING
AGREEMENT BETWEEN YOU OR THE COMPANY WHICH YOU REPRESENT AND ARE
AUTHORIZED TO BIND (the “Licensee” or “You”), AND TELERIK AD (“Telerik”
or “Licensor”). PLEASE CLICK THE “CONTINUE” BUTTON AT THE BOTTOM OF THIS
AGREEMENT AND THEN THE “AGREE” BUTTON IN THE POPUP BOX THAT APPEARS OR
CLICK THE “I AGREE – CONTINUE” BUTTON IF YOU AGREE TO BE BOUND BY THE
TERMS AND CONDITIONS OF THIS AGREEMENT. BY CLICKING THE “AGREE” OR “I
AGREE – CONTINUE” BUTTON/OR BY PURCHASING, DOWNLOADING, INSTALLING OR
OTHERWISE USING THE SOFTWARE MADE AVAILABLE BY TELERIK THROUGH THIS WEB
SITE, YOU ACKNOWLEDGE (1) THAT YOU HAVE READ THIS AGREEMENT, (2) THAT
YOU UNDERSTAND IT, (3) THAT YOU AGREE TO BE BOUND BY ITS TERMS AND
CONDITIONS, AND (4) TO THE EXTENT YOU ARE ENTERING INTO THIS AGREEMENT
ON BEHALF OF A COMPANY, YOU HAVE THE POWER AND AUTHORITY TO BIND THAT
COMPANY.  
  
Content Management System and/or component vendors are not allowed to
use the Software (as defined below) without the express permission of
Telerik. If You or the company You represent is a Content Management
System and/or component vendor, You may not purchase a license for or
use the Software unless You contact Telerik directly and obtain
permission.  
  
This is a license agreement and not an agreement for sale.  
  
**1. Definitions**  
For purposes of this Agreement:  
  
“Integrated Products” means Your proprietary software applications
which: (i) are developed by Your Licensed Developers; (ii) add
substantial functionality beyond the functionality provided by the
incorporated components of the Programs; and (iii) are not commercial
alternatives for, or competitive in the marketplace with, the Programs
or any components of the Programs.  
  
“Licensed Developers” means Your employees or third-party contractors
authorized to develop software specifically for You using the Software
in accordance with this Agreement.   
  
**2. Software License**  
  
**2.1 License Grant. **Subject to the terms and conditions set forth in
this Agreement, Telerik hereby grants to Licensee and Licensee hereby
accepts, a limited, non-transferable, perpetual, sublicenseable (solely
as set forth in Section 2.4), non-exclusive license (the “License”) to
use the Telerik computer software identified as Progress NativeScript UI
Pro and any updates, upgrades, modifications and error corrections
thereto provided to Licensee (the “Programs”) and any accompanying
documentation (the “Documentation”, together with the Programs,
collectively the “Software”) solely as specified in this Agreement. You
are granted either a Trial Developer License pursuant to Section 2.5 or
a Professional Developer License with Updates and Priority Support
pursuant to Section 2.6. Which version of the License applies (i.e.,
Trial Developer License or Professional Developer License with Updates
and Priority Support) is determined at the time of the License
purchase.   
  
**2.2 Scope of Use.** The Software is licensed, not sold, on a per-seat
basis. The number of Licensed Developers using the Software must
correspond to the maximum number of License seats You have purchased
from Telerik hereunder. This means that, at any given time, the number
of Licensed Developers cannot exceed the number of License seats that
You have purchased from Telerik and for which You have paid Telerik all
applicable License Fees pursuant to this Agreement. 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 or other storage
device). Your Licensed Developers may install the Software on multiple
machines, so long as the Software is not being used simultaneously for
development purposes at any given time by more Licensed Developers than
You have License seats. You are not limited by the number of License
seats with respect to how many individuals within Your organization may
access and use the Software for testing and building purposes. You may
also embed copies of the Programs in Your Integrated Products that You
license and distribute to Your own end-user licensees, including but not
limited to, Your employees (“Authorized End-Users”), solely in
accordance with the requirements set forth in Section 2.4 below.  
  
**2.3 License for Redistribution**  
**  
2.3.1 License Grant.** Subject to the terms of this Agreement, You are
granted a limited, nontransferable, royalty-free license to redistribute
and sublicense the use of the Programs solely to Authorized End-Users:
(i) in object code form only; (ii) as embedded within Your Integrated
Product for internal company use, hosted applications, websites,
commercial solutions deployed at Your Authorized End Users sites, or
shrink- or click-wrapped software solutions; and (iii) pursuant to an
end user license agreement or terms of use that: imposes the limitations
set forth in this paragraph on Your Authorized End-Users; prohibits
distribution of the Programs by Your Authorized End-Users; limits the
liability of Your licensors or suppliers to the maximum extent permitted
by applicable law; and prohibits any attempt to disassemble the code, or
attempt in any manner to reconstruct, discover, reuse or modify any
source code or underlying algorithms of the Programs, except to the
limited extent as is permitted by law notwithstanding contractual
prohibition.  Notwithstanding subsection 2.3.1(iii), if Your Integrated
Product is only distributed to Your employees for internal use, You are
not required to distribute Your Integrated Product pursuant to an end
user license agreement or terms of use. In no event are You allowed to
distribute the Software or sublicense its use (a) in any format other
than in object form, (b) as a standalone product or (c) as a part of any
product other than Your Integrated Product.  
  
**2.3.2** The foregoing license to redistribute the Programs is
conditioned upon the following:  
**  
2.3.2.1 **You hereby acknowledge and agree that You are solely
responsible for Your Authorized End-User’s use of the Programs in
accordance with the limitations set forth in subsection 2.3.1(iii) and
liable for such Authorized End-User’s breach of such limitations, even
if You are not required to distribute an end user license agreement or
terms of use under subsection 2.3.1(iii).   
  
**2.3.2.2** You must ensure that the Software is not distributed in any
form that allows it to be reused by any application other than Your
Integrated Product. If You have any questions regarding redistribution,
please contact support@telerik.com. For use of the Software in
design-time (i.e. within a development environment) Your Authorized
End-Users need to purchase Developer Licenses from Telerik.  
  
**2.3.2.3** You must prohibit Your Authorized End-Users from using the
Software independently from Your Integrated Products, or from
decompiling, reverse engineering or otherwise seeking to discover the
source code of the Programs.   
**  
2.3.2.4 **You must include a valid copyright message in Your Integrated
Products in a location viewable by Authorized End-Users (e.g. “About”
box) that will serve to protect Telerik’s copyright and other
intellectual property rights in the Software.   
  
**2.3.2.5** You are not allowed to, and are expressly prohibited from
granting Your Authorized End-Users any right to further sublicense the
Software.  
  
**2.4 Trial Developer License**  
  
**2.4.1 License Grant.** If You download the free Trial Developer
License, then, subject to the terms and conditions set forth in this
Agreement, Licensor hereby grants to Licensee and Licensee hereby
accepts a license for evaluation purposes only. You are authorized to
install, copy, and use the Software for the sole purpose of testing its
functionality. You are not allowed to integrate it in end products or
use it for any commercial or productive purpose. The term of the Trial
Developer License shall be thirty (30) days from the date on which You
download the Software, during which, You will receive support, as
described in further detail below.  
  
**2.4.2 Support. **As part of Your Trial Developer License, You are
entitled to the “Trial” support package as described in greater detail
here: http://www.telerik.com/purchase/support-plans/devtools subject to
the limitations and restrictions described in the following Fair Usage
Policy.  
  
**2.4.2.1 Support Package Fair Usage Policy. **Telerik may limit or
terminate Your access to any or all of the support services available to
You if Your use of the support services is determined by Telerik, in its
sole and reasonable discretion, to be excessive.  
  
**2.4.2.2** In no event will Telerik provide support of any kind to Your
Authorized End-Users.  
**  
2.4.3 Updates. **You are not eligible to receive any updates for the
Software.  
  
**2.4.4** THE TRIAL VERSION OF THE SOFTWARE IS LICENSED ‘AS IS’. YOU
BEAR THE RISK OF USING IT. TELERIK GIVES NO EXPRESS WARRANTIES,
GUARANTEES OR CONDITIONS. YOU MAY HAVE ADDITIONAL RIGHTS UNDER YOUR
LOCAL LAWS WHICH THIS AGREEMENT CANNOT CHANGE. TO THE EXTENT PERMITTED
UNDER YOUR LOCAL LAWS, TELERIK EXCLUDES THE IMPLIED WARRANTIES OF TITLE,
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND
NON-INFRINGEMENT.  
  
**2.5 Professional Developer License **  
  
**2.5.1 General.** The terms and conditions that apply to Your use of
the Software depend on the type of license (with or without Priority
Support) You elect to purchase. Subject to the terms and conditions set
forth in this Agreement, Licensor hereby grants to Licensee and Licensee
hereby accepts, a limited, non-transferable, perpetual, royalty-free,
sublicenseable (solely as set forth in Section 2.3), non-exclusive
license to install, use, include with Integrated Products and
redistribute the Programs in executable, object code form only. In
addition, for a period of one (1) year from the date on which You
purchase the License, You will receive minor and major updates for the
version of the Software that You license hereunder. Updates replace
and/or supplement (and may disable) the version of the Software that
formed the basis for Your eligibility for the update. You may use the
resulting updated Software only in accordance with the terms of this
License.  
  
**2.5.2. Professional Developer License with Priority Support. **As part
of Your Professional Developer License with Priority Support, You are
entitled to the “Priority” support package, as described in greater
detail here: http://www.telerik.com/purchase/support-plans/devtools, for
a period of one (1) year from the date on which You purchased the
License to the Software and subject to the limitations and restrictions
described in the following Fair Usage Policy.  
  
**2.5.2.1 Support Package Fair Usage Policy. **Telerik may limit or
terminate Your access to any or all of the support services available to
You if Your use of the support services is determined by Telerik, in its
sole and reasonable discretion, to be excessive.  
  
**2.5.2.2** In no event will Telerik provide support of any kind to Your
Authorized End-Users.  
**  
2.5.3. Professional Developer License without Priority Support.** If You
purchase a Professional Developer License without Priority Support, You
are not eligible to receive support for the Software.  
  
**3. License Limitations**  
  
**3.1 **You are not allowed to use, copy, modify, distribute, resell,
transfer, rent, lease, or sublicense the Software and Your associated
rights except as expressly permitted in this Agreement. Under no
circumstances shall You grant further redistribution or sublicense
rights to any Authorized End-Users or third party or redistribute any
source code of the Programs to any Authorized End-User or third party.  
  
**3.2 **You may not use the Telerik product names, logos or trademarks
to market Your Integrated Product.  
  
**3.3 **Except to the limited extent as is permitted by law
notwithstanding contractual prohibition, You are not allowed to
disassemble, decompile or “unlock”, decode or otherwise reverse
translate or engineer, or attempt in any manner to reconstruct or
discover any source code or underlying algorithms of the Programs that
are provided to You in object code form only.  
  
**4. Delivery**  
  
Telerik shall make available for download to Licensee a master copy of
the Software.  
  
**5. Term and Termination**  
  
This Agreement and the License granted hereunder shall continue until
terminated in accordance with this Section. Unless otherwise specified
in this Agreement, the License granted hereunder shall last as long as
You use the Software in compliance with the terms herein. Unless
otherwise prohibited by law, and without prejudice to Telerik’s other
rights or remedies, Telerik shall have the right to terminate this
Agreement and the License granted hereunder immediately if You breach
any of the material terms of this Agreement, and You fail to cure such
material breach within thirty (30) days of receipt of notice from
Telerik. Upon termination of this Agreement, all Licenses granted to You
hereunder shall terminate automatically and You shall immediately cease
use and distribution of the Programs; provided, however, that any
sublicenses granted to Your Authorized End-Users in accordance with
Section 2.3 shall survive such termination. You must also destroy (i)
all copies of the Programs not integrated into a live, functioning
instance(s) of Your Integrated Product(s) already installed, implemented
and deployed for Your Authorized End-User(s), and (ii) any product and
company logos provided by Telerik in connection with this Agreement.  
  
**6. Product Discontinuance**  
  
Telerik reserves the right to discontinue the Software or any component
of the Software, whether offered as a standalone product or solely as a
component, at any time. However, Telerik is obligated to provide support
in accordance with the terms set forth in this Agreement for
discontinued Software or components for a period of one (1) year after
the date of discontinuance.  
  
**7. Intellectual Property**  
  
All title and ownership rights in and to the Software (including but not
limited to any images, photographs, animations, video, audio, music, or
text embedded in the Software), the intellectual property embodied in
the Software, and any trademarks or service marks of Telerik that are
used in connection with the Software are and shall at all times remain
exclusively owned by Telerik and its licensors. All title and
intellectual property rights in and to the content that may be accessed
through use of the Software is the property of the respective content
owner and may be protected by applicable copyright or other intellectual
property laws and treaties. This Agreement grants You no rights to use
such content. This Software may contain or be accompanied by certain
third party components which are subject to additional restriction.
 These components, if any, are identified in, and subject to, special
license terms and conditions set forth in the “readme.txt” file, the
“notices.txt” file, or the “Third Party Software” file accompanying the
Software (“Special Notices”). The Special Notices include important
licensing and warranty information and disclaimers. In the event of a
conflict between the Special Notices and the other portions of this
Agreement, the Special Notices will take precedence (but solely with
respect to the third party component(s) to which the Special Notice
relates). Any open source software that may be delivered by Telerik
embedded in or in association with Telerik products is provided pursuant
to the open source license applicable to the software and subject to the
disclaimers and limitations on liability set forth in such license.   
  
**8. Collection and Use of Data**  
  
Telerik uses tools to deliver certain Software features and extensions,
identify trends and bugs, collect activation information, usage
statistics and track other data related to Your use of the Software as
further described in the most current version of Telerik’s Privacy
Policy (located at: http://www.telerik.com/company/privacy-policy). By
Your acceptance of the terms of this Agreement and/or use of the
Software, You authorize the collection, use and disclosure of this data
for the purposes provided for in this Agreement and/or the Privacy
Policy.  
  
**9. Limited Warranty**  
  
Except as specified in Section 2.4.4 (Trial License), Telerik warrants
solely that the Software will perform substantially in accordance with
the accompanying written materials for a period of ninety (90) days
after the date on which You purchase the License for the Software.
Telerik does not warrant the use of the Software will be uninterrupted
or error free at all times and in all circumstances, nor that program
errors will be corrected. This limited warranty shall not apply to any
error or failure resulting from (i) machine error, (ii) Licensee’s
failure to follow operating instructions, (iii) negligence or accident,
or (iv) modifications to the Software by any person or entity other than
Telerik. In the event of a breach of warranty, Licensee’s sole and
exclusive remedy and Telerik’s sole and exclusive obligation, is repair
of all or any portion of the Software. If such remedy fails of its
essential purpose, Licensee’s sole remedy and Telerik’s maximum
liability shall be a refund of the paid purchase price for the defective
Software only. This limited warranty is only valid if Telerik receives
written notice of breach of warranty no later than thirty (30) days
after the warranty period expires. EXCEPT FOR THE EXPRESS WARRANTIES SET
FORTH IN THIS SECTION 9, TELERIK DISCLAIMS ALL OTHER WARRANTIES, EXPRESS
OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF
TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE.  
**  
10. Limitation of Liability**  
  
To the maximum extent permitted by applicable law, in no event will
Telerik be liable for any indirect, special, incidental, or
consequential damages arising out of this Agreement, including, without
limitation, damages for loss of goodwill, work stoppage, computer
failure or malfunction, or any and all other commercial damages or
losses, even if advised of the possibility thereof, and regardless of
the legal or equitable theory (contract, tort or otherwise) upon which
the claim is based. In any case, Telerik’s entire liability under any
provision of this Agreement shall not exceed in the aggregate the sum of
the license fees Licensee paid to Telerik for the Software giving rise
to such damages, or in the case of a Trial License, shall not exceed $5,
notwithstanding any failure of essential purpose of any limited remedy.
Some jurisdictions do not allow the exclusion or limitation of
incidental or consequential damages, so this exclusion and limitation
may not be applicable. Telerik is not responsible for any liability
arising out of content provided by Licensee or a third party that is
accessed through the Software and/or any material linked through such
content. Any data included in the Software upon shipment from Telerik is
for testing use only and Telerik hereby disclaims any and all liability
arising therefrom. The extent of Telerik’s liability for the limited
warranty section shall be as set forth therein.  
  
**11. Indemnity**  
  
You agree to indemnify, hold harmless, and defend Telerik and its
resellers from and against any and all claims, lawsuits and proceedings
(collectively “Claims”), and all expenses, costs (including attorney's
fees), judgments, damages and other liabilities resulting from such
Claims, that arise or result from (i) Your use of the Software in
violation of this Agreement, (ii) the use or distribution of Your
Integrated Product or (iii) Your modification of the Program’s source
code.  
**  
12. Confidentiality**  
  
Except as otherwise provided herein, each party expressly undertakes to
retain in confidence all information and know-how transmitted or
disclosed to the other that the disclosing party has identified as being
proprietary and/or confidential or that, by the nature of the
circumstances surrounding the disclosure, ought in good faith to be
treated as proprietary and/or confidential, and expressly undertakes to
make no use of such information and know-how except under the terms and
during the existence of this Agreement. However, neither party shall
have an obligation to maintain the confidentiality of information that:
(i) it received rightfully from a third party without an obligation to
maintain such information in confidence; (ii) the disclosing party has
disclosed to a third party without any obligation to maintain such
information in confidence; (iii) was known to the receiving party prior
to its disclosure by the disclosing party; or (iv) is independently
developed by the receiving party without use of the confidential
information of the disclosing party. Further, either party may disclose
confidential information of the other party as required by governmental
or judicial order, provided such party gives the other party prompt
written notice prior to such disclosure and complies with any protective
order (or equivalent) imposed on such disclosure. Without limiting the
foregoing, Licensee shall treat any source code for the Programs as
confidential information and shall not disclose, disseminate or
distribute such materials to any third party without Telerik’s prior
written permission. Each party’s obligations under this Section 12 shall
apply at all times during the term of this Agreement and for five (5)
years following termination of this Agreement, provided, however, that
(i) obligations with respect to source code shall survive in perpetuity
and (ii) trade secrets shall be maintained as such until they fall into
the public domain.  
  
**13. Governing Law**  
  
This License will be governed by the law of the Commonwealth of
Massachusetts, U.S.A., without regard to the conflict of laws principles
thereof. If any dispute, controversy, or claim cannot be resolved by a
good faith discussion between the parties, then it shall be submitted
for resolution to a state or Federal court or competent jurisdiction in
Boston, Massachusetts, USA, and the parties hereby agree to submit to
the jurisdiction and venue of such court. The Uniform Computer
Information Transactions Act and the United Nations Convention on the
International Sale of Goods shall not apply to this Agreement. Failure
of a party to enforce any provision of this Agreement shall not
constitute or be construed as a waiver of such provision or of the right
to enforce such provision.  
  
**14. Entire Agreement**  
  
This Agreement shall constitute the entire agreement between the parties
with respect to the subject matter hereof and supersedes all prior and
contemporaneous communications regarding the subject matter hereof. Use
of any purchase order or other Licensee document in connection herewith
shall be for administrative convenience only and all terms and
conditions stated therein shall be void and of no effect unless
otherwise agreed to in writing by both parties. In cases where this
license is being obtained through an approved third party, these terms
shall supersede any third party license or purchase agreement.  
  
**15. No Assignment**  
  
You may not assign, sublicense, sub-contract, or otherwise transfer this
Agreement, or any rights or obligations under it, without Telerik’s
prior written consent.  
  
**16. Survival**  
  
Any provisions of the Agreement containing license restrictions,
including but not limited to those related to the Program source code,
warranties and warranty disclaimers, confidentiality obligations,
limitations of liability and/or indemnity terms, and any provision of
the Agreement which, by its nature, is intended to survive shall remain
in effect following any termination or expiration of the Agreement.  
**  
17. Severability**  
  
If a particular provision of this Agreement is terminated or held by a
court of competent jurisdiction to be invalid, illegal, or
unenforceable, this Agreement shall remain in full force and effect as
to the remaining provisions.   
  
**18. Force Majeure**  
  
Neither party shall be deemed in default of this Agreement if failure or
delay in performance is caused by an act of God, fire, flood, severe
weather conditions, material shortage or unavailability of
transportation, government ordinance, laws, regulations or restrictions,
war or civil disorder, or any other cause beyond the reasonable control
of such party.  
  
**19. Export Classifications**  
  
You expressly agree not to export or re-export Telerik Software or Your
Integrated Product to any country, person, entity or end user subject to
U.S. export restrictions. You specifically agree not to export,
re-export, or transfer the Software to any country to which the U.S. has
embargoed or restricted the export of goods or services, or to any
national of any such country, wherever located, who intends to transmit
or transport the products back to such country, or to any person or
entity who has been prohibited from participating in U.S. export
transactions by any federal agency of the U.S. government. You warrant
and represent that neither the U.S.A. Bureau of Industry and Security
nor any other federal agency has suspended, revoked or denied Your
export privileges.  
  
**20. Commercial Software  
**  
The Programs and the Documentation are "Commercial Items", as that term
is defined at 48 C.F.R. §2.101, consisting of "Commercial Computer
Software" and "Commercial Computer Software Documentation", as such
terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as
applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1
through 227.7202-4, as applicable, the Commercial Computer Software and
Commercial Computer Software Documentation are being licensed to U.S.
Government end users (a) only as Commercial Items and (b) with only
those rights as are granted to all other end users pursuant to the terms
and conditions herein. Unpublished-rights reserved under the copyright
laws of the United States.   
  
**21. Reports and Audit Rights**  
  
Licensee shall grant Telerik audit rights against Licensee twice within
a calendar three hundred and sixty five (365) day period upon two weeks
written notice, to verify Licensee’s compliance with this Agreement.
 Licensee shall keep adequate records to verify Licensee’s compliance
with this Agreement.  
  
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, THAT YOU UNDERSTAND
THIS AGREEMENT, AND UNDERSTAND THAT BY CONTINUING THE INSTALLATION OF
THE SOFTWARE PRODUCT, BY LOADING OR RUNNING THE SOFTWARE PRODUCT, OR BY
PLACING OR COPYING THE SOFTWARE ONTO YOUR COMPUTER HARD DRIVE, YOU AGREE
TO BE BOUND BY THIS AGREEMENT’S TERMS AND CONDITIONS. YOU FURTHER AGREE
THAT, EXCEPT FOR WRITTEN SEPARATE AGREEMENTS BETWEEN TELERIK AND YOU,
THIS AGREEMENT IS A COMPLETE AND EXCLUSIVE STATEMENT OF THE RIGHTS AND
LIABILITIES OF THE PARTIES.