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AWS Component - Source Code License Agreement

1. Definitions.

1.1 "Object Code" shall mean computer programs assembled or compiled in magnetic or electronic binary form software media, which are readable and usable by computer equipment, but not generally readable by humans without reverse assembly, reverse-compiling or reverse engineering.

1.2 "Source Code" shall mean computer programs written in higher-level programming languages, sometimes accompanied by English language comments. Source Code is intelligible to trained programmers and may be translated into Object Code for operation on computer equipment through the process of compiling.

1.3 "Derivative Product(s)" shall mean a computer program and associated documentation created by incorporation of all or part of the SprightlySoft Licensed Products or the SprightlySoft Products into another computer program and its associated documentation, and all copies thereof, and all copyright, patent, trade secret, and other intellectual and proprietary rights therein.

1.4 "SprightlySoft Products" shall mean all materials, excluding the Source Code, comprising the current commercially released version, of SprightlySoft's AWS Component for .NET product.

1.5 "SprightlySoft Licensed Products" shall mean SprightlySoft Products and all related source code.

2. License Grants.

2.1 Subject to the terms and conditions of this Agreement, SprightlySoft hereby grants to LICENSEE, and LICENSEE accepts, a non-exclusive, worldwide, royalty free license to:

(a) use, reproduce, and modify the SprightlySoft Licensed Products, in Source Code or Object Code form, for the purpose of creating and maintaining Derivative Products that are intended to be distributed in conjunction with end-user oriented software applications sold or licensed by LICENSEE or any of its affiliates; and

(b) use, manufacture, reproduce, have reproduced, sublicense and distribute to third parties Derivative Products, in Object Code form only, for installation and use on end-users systems in conjunction with end-user oriented software applications sold or licensed by LICENSEE or any of its affiliates;

Under no circumstances may the source code be used in whole or in part, as the basis for creating Derivative Products that provides the same, or substantially the same, functionality as any of the SprightlySoft products. You will not take any action, or assist or otherwise aid anyone else in taking any action that would limit SprightlySoft's independent development, sale, assignment, licensing or use of its own software or any modification, enhancement, derivative work and/or extension thereto.

Notwithstanding the forgoing license provisions or anything herein to the contrary, LICENSEE shall not disable any license checking code embodied in the SprightlySoft Licensed Products in such a manner as to permit the functions performed by the software comprising the SprightlySoft Licensed Products to be executed by any end-user or other third-party developed program that is not an end-user oriented software application sold or licensed by LICENSEE or any of its affiliates.

Under no circumstances may any portion of the source code be distributed, disclosed or otherwise made available to any third party without the express, prior written consent of SprightlySoft.

LICENSEE shall not distribute any Derivative Products in Object Code form using any file names incorporating the text "SprightlySoft" or "AWS Component".

2.2 Upon payment of the License Fee set forth in Section 4.1 below, and subject to the terms and conditions set forth in Exhibit A, SprightlySoft hereby grants to LICENSEE, and LICENSEE accepts, one license for use of registered versions of each SprightlySoft Products and distribution of the SprightlySoft Licensed Products, in Object Code form only, as set forth in Exhibit A.

2.3 Except as licensed hereunder, the SprightlySoft Products, the SprightlySoft Licensed Products, and all copyright, patent, trade secret, and other intellectual and proprietary rights therein, shall be and remain the valuable property of SprightlySoft, subject, however, to the next sentence. LICENSEE and its affiliates shall be the exclusive owner of all right, title and interest in and to any Derivative Products prepared by their employees or agents and shall be entitled to establish all proprietary rights in the intellectual property represented by such Derivative Products, whether in the nature of trade secrets, copyrights, patents or other right, subject to SprightlySoft's copyright, patent, trade secret, and other intellectual and proprietary rights in the SprightlySoft Products, SprightlySoft Licensed Products on which any Derivative Products are based or which they incorporate or embody wholly or partly and the licenses granted hereunder.

3. Confidentiality.

LICENSEE will take the same steps to protect the Source Code for the SprightlySoft Licensed Products from disclosure to third parties (other than employees, consultants or agents of LICENSEE or its affiliates who have a business reason to review such Source Code) as LICENSEE takes for LICENSEE's own source code.

4. Payments.

4.1 LICENSEE shall pay SprightlySoft a Support Agreement Fee in the amount of One hundred ninety nine dollars (US$ 199.00) as full compensation for the licenses granted under Section 2.1 of this Agreement; and

4.2 All payments shall be made in U.S. dollars in accordance with such instructions as provided by SprightlySoft.

4.3 LICENSEE can get all updates for SprightlySoft Licensed Products for a period of 1 year from such payment.

5. Delivery.

SprightlySoft will deliver to LICENSEE, in mutually agreed upon electronic form, the SprightlySoft Licensed Products within three (3) business days after payment of the Support Agreement Fee.

6. Representations and Warranties.

6.1 Corporate Authority. Each party represents warrants and covenants that it has the necessary corporate and other power and authority to enter into and perform under this Agreement and, with respect to SprightlySoft, to grant the license hereunder. 

6.2 Absence of Conflicts. LICENSEE represents, warrants and covenants that its execution and performance of this Agreement does not and will not conflict with or violate any commitment, agreement, or understanding that LICENSEE has or will have to or with any person or entity. LICENSEE further represents, warrants and covenants that it will not enter into any agreement the execution and/or performance of which would violate or interfere with this Agreement.

6.3 WARRANTY DISCLAIMER. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH ABOVE IN THIS SECTION 6, SPRIGHTLYSOFT NEITHER MAKES NOR GRANTS ANY OTHER WARRANTIES, EXPRESS OR IMPLIED. SPRIGHTLYSOFT EXCLUDES ALL IMPLIED WARRANTIES, INCLUDING SPECIFICALLY ANY IMPLIED WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR PARTICULAR PURPOSE. EXCEPT AS PROVIDED IN THIS SECTION 6, SPRIGHTLYSOFT SHALL HAVE NO LIABILITY WITH RESPECT TO ITS OBLIGATIONS UNDER THIS AGREEMENT FOR CONSEQUENTIAL, EXEMPLARY OR INCIDENTAL DAMAGES, REGARDLESS OF WHETHER SPRIGHTLYSOFT SHALL BE ADVISED, SHALL HAVE OTHER REASON TO KNOW, OR IN FACT SHALL KNOW OF THE POSSIBILITY.

7. Term and Termination.

This Agreement shall commence upon the payment date. License rights hereunder and the licenses granted hereunder shall be terminated in the event of any breach by LICENSEE.

8. Limitation of Liability.

In no event will SprightlySoft be liable to the LICENSEE for special, indirect, incidental or consequential damages in relation to this Agreement, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS, LOSS OF BUSINESS OPPORTUNITIES, LOSS OF DATA, OR INTERRUPTION OF BUSINESS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9. Assignment.

Notwithstanding anything herein to the contrary, either party may assign this Agreement to an affiliate of such party or to a successor entity in connection with the merger, consolidation or sale of all or substantially all of the assets of such party, provided that said assignee assumes, in full, the obligations of such party under this Agreement. Any successor entity will be subject to the terms and conditions of this Agreement.

10. Notice.

Any notice given under this Agreement by either party to the other must be in writing and may be delivered by e-mail.

If notice by e-mail to SprightlySoft: support@sprightlysoft.com

11. Miscellaneous.

11.1 Governing Law. This Agreement and all disputes arising in connection herewith, shall be governed by and construed in accordance with the laws of the province of Ontario, Canada without regard to the conflict of laws principles thereof. LICENSEE hereby consents to the jurisdiction of the provincial and federal courts located in Ontario, Canada, acknowledges that such courts would be the most convenient forum for all matters relating to this Agreement, and waives any other venue to which it may be entitled by virtue of domicile or otherwise.

11.2 Entire Agreement. This Agreement constitutes the full and complete understanding between SprightlySoft and LICENSEE with respect to this Agreement, and the provisions hereof replace and supersede any and every other agreement between them respecting the SprightlySoft Products, the SprightlySoft Licensed Products, or any service rendered hereunder.

11.3 Changes. Changes to this Agreement shall be of no force and effect unless expressly agreed to by both the parties in writing.

11.4 Severability. The provisions of this Agreement are severable, and in the event that any provisions of this Agreement shall be determined to be invalid or unenforceable under any controlling body of the law, such invalidity or unenforceability shall not in any way affect the validity or enforceability of the remaining provisions hereof.

11.5 No Waiver. No waiver by any party of any rights hereunder shall be valid unless it shall be in writing signed by that party. The omission by any party to insist upon strict performance of any provision of the Agreement shall not be construed as a waiver of such provision with respect to the same or any subsequent breach.

11.6 Force Majeure. Neither party shall be responsible for delays or failures in performance resulting from acts beyond the control of such party. Such acts shall include, but not be limited to, acts of God, strikes, riots, acts of war, epidemics, fire, communication line failures, earthquakes, or other disasters.

11.7 Binding on Successors. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and assigns as permitted by this Agreement.

11.8 Section Headings. The descriptive headings contained in this Agreement are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of this Agreement, and all provisions of this Agreement will be enforced and construed as if no heading had been used in this Agreement.

11.9 Interpretation. Any law or regulation which provides that the language of a contract shall be construed against the drafter shall not apply to this License.

 



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