Dictionary License Agreement
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Dictionary License Agreement |
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You are here: Home > Products > Developer tools > Dictionaries > Sample License Agreement |
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Text of the dictionary license agreement, provided here as a specimen only:
This License Agreement defines the terms and conditions under which you (the Licensee) are permitted by Wintertree Software Inc. (the Licensor) to use and redistribute the <language> Dictionary (the Dictionary).
"Licensee's software application" shall mean a software program which uses a spelling product produced by Wintertree Software Inc.
"Redistribute" shall mean the act of making one or more copies of the Dictionary and transmitting or delivering those copies to another computer system or third party, which includes copies sold, distributed within the Licensee's organization, or downloaded from Web sites or other software repositories.
"Bundled" shall mean included in the same physical or electronic package (diskette set, CD-ROM, electronic download).
Licensor herebey grants to Licensee, and Licensee hereby accepts, subject to the terms and conditions set forth in this Agreement, a non-exclusive license to use the Dictionary as set forth in this Agreement. The term "license" as used in this Agreement shall mean and include:
The right to make a reasonable number of backup copies of the Dictionary;
In accepting the license granted by Licensor, Licensee agrees that it shall:
Not redistribute the dictionary alone or with a software program which does not use a spelling product produced by Wintertree Software Inc.;
Not transfer or allow the transfer of this license except as permitted in clause II;
Not attempt to disassemble or reverse-engineer the compressed Dictionary files;
Include a license agreement in Licensee's software application which prohibits its customers and end-users from disassembling, reverse-engineering, or redistributing the Dictionary;
Instruct its customers and end-users to remove the Dictionary files from their systems when the Licensee's software application is removed, or remove the Dictionary files automatically when the Licensee's software application is un-installed;
Include the following copyright notice with the Licensee's software application with which the Dictionary is bundled: "<language> Dictionary Copyright (c) 1999 Wintertree Software Inc." This copyright notice may be placed with other copyright notices, including the Licensee's own copyright notice, or in any reasonably visible location in the software application's packaging, software, or documentation;
Indemnify, hold harmless, and defend Licensor from and against any claims or lawsuits, including attorneys' fees, that arise or result from the use or redistribution of Dictionary.
This Agreement applies to a single organization or individual. This Agreement may be transferred provided the transferee agrees to the terms and conditions of this Agreement. The name and address of the transferee must be reported to Licensor. When the Agreement is transferred, all copies, upgrades, prior versions, and documentation must be either transferred or destroyed. Transferring the Agreement terminates this Agreement with the original Licensee.
The term of this Agreement shall commence at the time Licensee receives Dictionary and shall continue in effect indefinitely unless terminated as provided in clause IV.
The Licensee may terminate this Agreement at any time by destroying all copies of Dictionary. In the event of a material default by the licensee or the Licensee's agent or representative, of any provision of this Agreement, the Licensor may terminate this Agreement upon thirty (30) days written notice, except that the Licensee shall have thirty (30) days of receipt of notice of termination. Upon termination of the Agreement, the Licensee shall cease redistribution of Dictionary and either destroy all licensed copies of Dictionary, and all backups, or return them to Licensor. This obligation shall survive the termination of this Agreement.
Licensee acknowledges that Dictionary and all supporting documentation constitute valuable property of Licensor and that all title and ownership rights in Dictionary and related materials remain exclusively with Licensor.
Licensor reserves all rights with respect to Dictionary under all applicable laws for the protection of proprietary information, including, but not limited to, trade secrets, copyrights, trademarks, and patents.
Except as otherwise provided in this Agreement, Licensee shall not cause or permit unauthorized copying, reproduction, or disclosure of any portion of the Dictionary or supporting documentation, or the delivery or distribution of any part thereof to any third person or entity, for any purpose whatsoever, without the prior written permission of Licensor. This restriction shall continue to bind Licensee and its agents and representatives beyond the termination of this Agreement.
Licensee shall indemnify and defend against any and all claims, including claims by third parties or employees of Licensee, which arise directly or indirectly out of Licensee's use or operation of Dictionary.
Licensor shall indemnify and hold Licensee harmless from loss, damage, or liability for direct infringement of any United States, Canadian, or European Union member state patent or copyright with respect to Dictionary, provided that Dictionary has not been modified and provided Licensor is promptly notified by Licensee in writing of any infringement and is permitted to defend, compromise or settle such suit or claim, and provided Licensee gives to Licensor such available information, assistance and authority as Licensor deems necessary to the defense of such suit or claim. Should the use of Dictionary be enjoined, or in the event that Licensor desires to minimize its liabilities hereunder, Licensor shall have the right, at its sole option and expense to:
Procure for Licensee the right to continue the use of Dictionary; or,
Replace Dictionary with a non-infringing product; or,
Modify Dictionary so that it becomes non-infringing; or,
Refund to Licensee the purchase price paid, if any, by Licensee for Dictionary.
THIS DICTIONARY IS SOLD "AS IS" AND WITHOUT WARRANTIES AS TO PERFORMANCE OR MERCHANTABILITY.
THIS DICTIONARY IS SOLD WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES WHATSOEVER. BECAUSE OF THE DIVERSITY OF CONDITIONS AND HARDWARE UNDER WHICH THIS DICTIONARY MAY BE USED, NO WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE IS OFFERED. THE USER IS ADVISED TO TEST THE DICTIONARY THOROUGHLY BEFORE RELYING ON IT. THE USER MUST ASSUME THE ENTIRE RISK OF USING THE DICTIONARY. ANY LIABILITY OF SELLER OR MANUFACTURER WILL BE LIMITED EXCLUSIVELY TO PRODUCT REPLACEMENT OR REFUND OF THE PURCHASE PRICE.
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