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Nu-Coder license.

End User License Agreement
NuSphere Commercial Component License Agreement

CAUTION: CAREFULLY READ THE TERMS AND CONDITIONS OF THIS AGREEMENT. BY CLICKING ON THE "ACCEPT" BUTTON, YOU ARE CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS AGREEMENT. NUSPHERE CORPORATION ("NUSPHERE") IS ONLY WILLING TO PROVIDE THE PRODUCT TO YOU UNDER THESE TERMS AND CONDITIONS. YOUR ACT OF CLICKING THE "ACCEPT" BUTTON AND/OR ANY USE BY YOU OF THE PRODUCT WILL SIGNIFY YOUR AGREEMENT TO BE BOUND BY THESE TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, CLICK THE "DENY" BUTTON AND DO NOT PROCEED WITH THE INSTALLATION OF THE PRODUCT. YOU SHOULD PROMPTLY RETURN THE PRODUCT TO NUSPHERE OR THE DEALER FROM WHICH IT WAS ACQUIRED FOR A FULL REFUND. THE TERM "PROMPTLY" AS USED HEREIN SHALL MEAN NO LATER THAN SIXTY (60) DAYS FOLLOWING THE DELIVERY OF THE PRODUCT TO YOU.

This End User License, as herein defined, and any updates thereto, (the "Agreement") is a legal contract between you ("User") and NuSphere Corporation ("NuSphere") with regard to the NuSphere Product, as herein defined ("Product").

1. Definitions

1.1 "Product" shall mean the software contained on the media provided to User, together with any documentation provided by NuSphere. While the Product may contain intellectual property created and licensed by various third parties, for purposes of this Agreement, "Product" DOES NOT include various "Open Source or Free Software Components" as defined below which may also be packaged, distributed or otherwise provided together with the Product.

1.2 "Open Source or Free Software Components" shall mean software components provided on the same medium but generally in a different directory from the Product and are not licensed under this Agreement, but licensed according to license terms provided with the components. Generally a file in the individual component source or product directory named README, LICENSE, or COPYING provides the specific license details.

1.3 "Named User" shall mean the individual specifically identified by the User as the sole holder of a Named User License. A Named User means one specifically identified individual authorized to access the Product. The individual Named Use r may access only the Product for which he or she has obtained a Named User License.

1.4 "Named User License" shall mean authorized use of the Product by a Named User for the sole purpose of designing, developing, testing and/ or deploying application programs.

2.0 Responsibilities of the User. The User must read and agree to be bound by the terms of this Agreement. If the User does not agree with the license terms contained herein, the User may return the Product to NuSphere or the reseller from whom it was purchased, for a full refund.

3.0 License Grant.

3.1 In exchange for User's payment of the appropriate license fee, NuSphere grants each User a perpetual, non-exclusive, non-transferable (except as granted in section 11.5) limited Named User License, subject to the terms and conditions herein set forth. The sharing of a Named User License by more than one individual is expressly prohibited and is a material breach of this Agreement. In addition, a Named User License may not be transferred from one individual to another unless the original Named User no longer requires, and is no longer permitted, access to the Product and User specifically identifies the new individual who will subsequently act as the Named User You agree that you will not designate more Named Users than the number of Named User Licenses that NuSphere or its authorized reseller has expressly granted to you and you will not allow the Product to be used by any individuals other than the Named Users designated by you from time to time. You agree to maintain accurate records of the Named User designated by you to use the Product under each Named User License you hold.

3.2 NuSphere retains all legal rights to which it is entitled, either by copyright law or any other federal or state laws, not expressly granted to the User in this Agreement.

THIS LICENSE DOES NOT APPLY IN ANY WAY TO OPEN SOURCE OR FREE SOFTWARE COMPONENTS THAT MA Y BE DISTRIBUTED OR OTHERWISE PROVIDED WITH THIS PRODUCT.

4.0 Ownership of the Product. User owns the physical media on which the Product is fixed or recorded, but does not own title to or any intellectual property rights in the Product. NuSphere and/or its third party contributors, own title and all intellectual property rights in the Product, including the copyright and the right to trade secret protection.

5.0 Restrictions on Use and Distribution; Preparation of Copies. User must reproduce the copyright notices found on the Product, including any notices of third party contributors, on all copies of the Product. Under no circumstance may the User remove any copyright notices or proprietary markings from any copy. Copies of the Product made or used for any purpose other than for back-up or as specifically authorized herein, violate this Agreement. The User may not modify, reverse engineer or decompile the Product (except as may be allowed by law and only to the extent necessary to achieve interoperability with other software on the User's system and only if such information has not been provided by NuSphere after written request).

6.0 Termination. NuSphere reserves the right to terminate this Agreement, without notice, for the breach of any term or condition by the User. Upon termination of this Agreement, the User must remove each copy of the Product from its computers and return or destroy all copies in its possession.

7.0 Warranty. NuSphere warrants that for thirty (30) days from the date of purchase, the medium on which Product is provided shall be free from defects in material or workmanship. If the media or accompanying documentation is physically defective, User may return it to NuSphere or the distributor from whom it was purchased, and it will be replaced at no cost to the User, or, at NuSphere's option, User will be given a refund for the full purchase price. The new media and documentation will be warranted for thirty (30) days.

NUSPHERE MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND EXPRESSLY DISCLAIMS ANY AND ALL OTHER WARRANTIES OR ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE.

8.0 LIMITATION OF LIABILITY. NUSPHERE OR ITS THIRD PARTY CONTRIBUTORS, SHALL NOT BE LIABLE TO THE USER OR TO ANY THIRD PART Y FOR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL OR INDIRECT DAMAGES WITH RESPECT TO THIS AGREEMENT. IN NO EVENT SHALL NUSPHERE'S CUMULATIVE LIABILITY UNDER OR IN ANY WAY RELATED TO THIS AGREEMENT, RESULTING FROM ANY CAUSE OF ACTION, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR BY ANY OTHER LEGAL THEORY, EXCEED THE TOTAL AMOUNT OF PAYMENTS RECEIVED FROM THE USER.

THE USER AGREES THAT ITS SOLE REMEDY FOR ANY BREACH, WHETHER IN LAW OR EQUITY, SHALL BE LIMITED TO REPLACEMENT OF THE PRODUCT OR REFUND OF THE PURCHASE PRICE.

9.0 Technical Support. User shall be entitled to thirty (30) days of technical support, calculated from the date the Product was licensed from NuSphere. NuSphere may, at its option, provide User with upgrades of the Product or may provide additional information that may enhance its operation during this thirty (30) day period.

10.0 Fees for Technical Support and Upgrades. User may, at its option and expense, contract with NuSphere for technical support and services and for upgrades and enhancements to the Product, in addition to those set forth herein.

11.0 Miscellaneous Terms

11.1 Governing Law. This agreement is governed by the laws of the Commonwealth of Massachusetts, excluding those provisions governing choice of law. Exclusive venue and jurisdiction for all matters relating to this Agreement or the breach thereof shall be in the state or federal courts of the Commonwealth of Massachusetts, and the parties hereby consent to such exclusive jurisdiction and venue. If a provision of this Agreement is found by a court of competent jurisdiction to be unenforceable, the remainder of the Agreement shall continue in full force and effect.

11.2 Export Control Regulations. The Product and any technology licensed under this Agreement are subject to the United States Export Control laws and regulations. User agrees not to export or re-export any Product without first obtaining the necessary licenses and approvals from the appropriate federal agency and shall comply with all relevant regulations of the United States Department of Commerce and with the United States Export Administration Act to insure that the Product is not exported or re-exported in violation of United States law.

11.3 U.S. Government Restricted Rights. The Product and its documentation are provided to the U.S. government with Commercial Rights/Restricted Rights. This means that if the User is a government agency, the use, duplication, or closure by that government agency is subject to various restrictions described in the Federal Acquisition Regulations (FARs) at 48 CFR 52.227-14/13 (June 1987) and the Department of Defense FAR (DFARs) 52-227-7202-1 (a) and 227-7202-3(a) (1995), DFARs 252.227-7013(c)(1)(ii) (Oct 1988), FAR 52.227-7013/14, FAR 12.212(a)(1995), FAR 52.227-19 (June1987) or FAR 52.227-14 (ALT III) (June 1987) as applicable. Use and distribution of the Product are also subject to any other restriction described elsewhere in this Agreement. The Contractor or manufacturer is NuSphere Corporation, 6015 S. Virginia St., Ste E #154 Reno, Nevada, 89502 USA (C)2001-2007. All rights reserved.

11.4 Complete Agreement. This Agreement represents the complete understanding between the User and NuSphere and supersedes any prior agreement, written or oral, with regard to the Product.

11.5 Assignability. This Agreement shall not be assigned by the User to a third party without the prior written permission of NuSphere, except User may assign it rights hereunder to any third party which acquires all or substantially all of the User's assets.

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