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Wintertree Spelling Server

 

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Wintertree Spelling Server

Specimen License Agreement

Following is the actual text from the License Agreement included with Wintertree Spelling Server, 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 Wintertree Spelling Server (the Software).

1. Definitions

1.1. "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..

2. License grant

2.1. 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:

2.1.1. The right to make a reasonable number of backup copies of Software;

2.1.2. The right to modify and use any example HTML files and source code provided with Software;

2.1.3. The right to install the Software on a single Web Server;

2.1.4. The to right use the Software in any of the Licensee's software applications by any of the Licensee's end-users, without limit as to the number of individual end-users or the number of simultaneous uses of the Software by end-users.

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

2.2.1. Not transfer or allow the transfer of copies of Software except as permitted in clause 3;

2.2.2. Not attempt to disassemble or reverse-engineer Software;

2.2.3. Not disclose to any third party information about the Software, including its design, implementation, source code, API definitions, file formats, documentation, or calling conventions;

2.2.4. Not loan or rent Software to a third party.

3. Transfer

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

4. Term of Agreement

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

5. Termination of Agreement

5.1. The Licensee may terminate this agreement at any time by destroying all copies of Software. 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 to rectify the default. Upon termination of the Agreement, the 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 Agreement.

6. Copyright and proprietary information

6.1. 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.

6.2. 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.

6.3. Except as otherwise provided in this Agreement, Licensee shall not cause or permit unauthorized copying, reproduction, or disclosure of any portion of the 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.

7. Indemnification

7.1. The Licensor shall indemnify and hold the 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 the Software, provided that the Software has not been modified and provided the Licensor is promptly notified by the Licensee in writing of any infringement and is permitted to defend, compromise or settle such suit or claim, and provided the Licensee gives to the Licensor such available information, assistance and authority as the Licensor deems necessary to the defense of such suit or claim. Should the use of the Software be enjoined, or in the event that the Licensor desires to minimize its liabilities hereunder, the Licensor shall have the right, at its sole option and expense to:

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.

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