Wintertree Spell Check Applet - Specimen License Agreement

Following is the text of the single-server license agreement included with Spell Check applet, provided here as a specimen only:

License Agreement

This License Agreement defines the terms and conditions under which you (Licensee) are permitted by Wintertree Software Inc. (Licensor) to use Wintertree Spell Check Applet (Software).

I. Definitions

"Web Server" shall mean a single computer system that forms all or part of a server for an Internet or intranet Web site, or for the development, testing, or management of such a Web site.

II. License grant

Licensor hereby grants to Licensee, and Licensee hereby accepts, subject to the terms and conditions set forth in this Agreement, a non-exclusive license to use Software 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 Software.
The right to modify or to use in any of the Licensee's Web pages any HTML or JavaScript code contained within ".html" and ".js" files included with Software.
The right to install Software onto a single Web Server. Multiple copies of Software may be installed on the same Web Server.
The right to make reference to and use Software, except for files contained within the "doc" directory of Software, in any Web pages which are resident on the same Web Server on Software has been installed.

In accepting the license granted by Licensor, Licensee agrees that it shall:

Not transfer or allow the transfer of copies of Software except as permitted in clause III;
Not attempt to disassemble or reverse-engineer Software;
Not disclose to any third party information about the Software, including its design, implementation, source code, API definitions, file formats, documentation, or calling conventions;
Not loan or rent Software to a third party.

III. Transfer

Software is licensed to a single organization or individual. Software may be transferred together with this License Agreement provided the transferee agrees to the terms and conditions of this License Agreement. The name and address of the transferee must be reported by original Licensee in writing to Licensor. When Software and License Agreement are transferred, all copies, upgrades, prior versions, and documentation must be either transferred or destroyed. Transferring Software terminates this License Agreement with original Licensee.

IV. Term of License Agreement

The term of this Licensee Agreement shall commence at the time Licensee receives Software and shall continue in effect indefinitely unless terminated as provided below.

V. Termination of Agreement

Licensee may terminate this agreement at any time by destroying all copies of Software. In the event of a material default by Licensee or Licensee's agent or representative, of any provision of this License Agreement, Licensor may terminate this License Agreement upon thirty (30) days written notice, except that Licensee shall have thirty (30) days of receipt of notice of termination to rectify the default. Upon termination of the License Agreement, Licensee shall either destroy all licensed copies of Software, and all backups, or return them to Licensor. This obligation shall survive the termination of this License Agreement.

VI. Copyright and proprietary information

Licensee acknowledges that Software and all supporting documentation constitute valuable property of Licensor and that all title and ownership rights in Software and related materials remain exclusively with Licensor.

Licensor reserves all rights with respect to Software 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 License Agreement, Licensee shall not cause or permit unauthorized copying, reproduction, or disclosure of any portion of Software 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.

VII. Indemnification

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 Software.

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 Software, provided that Software 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 Software 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 Software; or,
Replace Software with a non-infringing product; or,
Modify Software so that it becomes non-infringing; or,
Refund to Licensee the purchase price paid, if any, by Licensee for Software.

DISCLAIMER OF WARRANTY

THIS SOFTWARE IS SOLD "AS IS" AND WITHOUT WARRANTIES AS TO PERFORMANCE OR MERCHANTABILITY.

THIS SOFTWARE IS SOLD WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES WHATSOEVER. BECAUSE OF THE DIVERSITY OF CONDITIONS AND HARDWARE UNDER WHICH THIS SOFTWARE MAY BE USED, NO WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE IS OFFERED. THE USER IS ADVISED TO TEST THE SOFTWARE THOROUGHLY BEFORE RELYING ON IT. THE USER MUST ASSUME THE ENTIRE RISK OF USING THE SOFTWARE. ANY LIABILITY OF SELLER OR MANUFACTURER WILL BE LIMITED EXCLUSIVELY TO PRODUCT REPLACEMENT OR REFUND OF THE PURCHASE PRICE.