AWS Component - Source Code License Agreement
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
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
(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
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.
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
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.
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
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
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.
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.
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:
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
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
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
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
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.