Sample Word List redistribution license agreement, provided here for demonstration purposes 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> word list (the Word List). These terms and conditions shall apply to the Word List in its original form or when modified by the Licensee.
"Licensee's software application" shall mean a software program which uses Wintertree Software's spelling-checker technology.
"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 worldwide, non-exclusive license to use the Word List. The term "license" as used in this Agreement shall mean and include:
The right to make one backup copy of the Word List;
The right to modify the Word List;
The right to redistribute without fee one copy of Word List bundled with each copy of Licensee's software application, provided Word List has been converted to the compressed lexicon format (.CLX) by the SqLex program included with the Sentry Spelling Checker Engine.
The right to redistribute the Word List alone or with a software program which does not use the Sentry Spelling Checker Engine or WSpell ActiveX Spelling Checker, provided:
a) The Licensee notifies the Licensor in advance of his or her intention to redistribute the Word List in this manner
b) The Licensee pays a fee at the end of each calendar quarter for all copies redistributed during that quarter, based on the per-copy fees specified in Schedule 1;
c) The redistributed Word List is compressed or encrypted so it is not human-readable.
In accepting the license granted by Licensor, Licensee agrees that it shall:
Not transfer or allow the transfer of this license except as permitted in clause III;
Include a license agreement with the compressed or encrypted Word List which prohibits its customers and end-users from disassembling, reverse-engineering, or redistributing the Word List;
Include the following copyright notice with any product which includes the Dictionary: "<language> Word List Copyright © 1999 Wintertree Software Inc." This copyright notice may be placed in any reasonably visible location in the product'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 Word List.
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 Word List and shall continue in effect indefinitely unless terminated as provided in clause V.
The Licensee may terminate this Agreement at any time by destroying all copies of Word List. 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 Word List and either destroy all licensed copies of Word List, and all backups, or return them to Licensor. This obligation shall survive the termination of this Agreement.
Licensee acknowledges that Word List and all supporting documentation constitute valuable property of Licensor and that all title and ownership rights in Word List and related materials remain exclusively with Licensor.
Licensor reserves all rights with respect to Word List 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 Word List 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 Word List.
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 Word List, provided that Word List 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 Word List 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 Word List; or,
Replace Word List with a non-infringing product; or,
Modify Word List so that it becomes non-infringing; or,
Refund to Licensee the purchase price paid, if any, by Licensee for Word List.
THIS WORD LIST IS SOLD "AS IS" AND WITHOUT WARRANTIES AS TO PERFORMANCE OR MERCHANTABILITY.
THIS WORD LIST IS SOLD WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES WHATSOEVER. BECAUSE OF THE DIVERSITY OF CONDITIONS AND HARDWARE UNDER WHICH THIS WORD LIST MAY BE USED, NO WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE IS OFFERED. THE USER IS ADVISED TO TEST THE WORD LIST THOROUGHLY BEFORE RELYING ON IT. THE USER MUST ASSUME THE ENTIRE RISK OF USING THE WORD LIST. ANY LIABILITY OF SELLER OR MANUFACTURER WILL BE LIMITED EXCLUSIVELY TO PRODUCT REPLACEMENT OR REFUND OF THE PURCHASE PRICE.
These fees apply to the number of copies of the Word List redistributed during a calendar quarter.
|
Number of copies |
Fee per copy |
|
1 |
$29.00 US |
|
2 - 9 |
$26.10 US |
|
10 - 49 |
$23.20 US |
|
50 - 99 |
$20.30 US |
|
100 - 499 |
$17.40 US |
|
500+ |
$14.50 US |
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