NONEXCLUSIVE SOURCE CODE LICENSE AGREEMENT
SparseWare (“Licensor”)
NOTICE - READ ALL THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT PRIOR TO DOWNLOADING, INSTALLING AND/OR USING THE SOFTWARE. DOWNLOADING, INSTALLING AND/OR USING THE SOFTWARE ACCOMPANYING THIS LICENSE INDICATE YOUR ACCEPTANCE OF THESE TERMS AND CONDITIONS.
1. Licensed Software. The program in object code and source code formats, together with its documentation and any derivative works are collectively referred to as the "Licensed Software." No license fee is required for this license and the Licensed Software is licensed, not sold, to you. The Licensed Software is and will remain the sole property of Licensor.
2. Grant. Subject to the terms and restrictions of this Agreement, Licensor grants you or an organization of which you are a member or employee, a personal, royalty-free, perpetual, irrevocable, non-exclusive and non-transferable license and right (a) to use the Licensed Software, solely for internal purposes and not for resale or distribution to any third persons and (b) to customize and make derivative works of the Licensed Software, either using developers tools or by modifying the source code and documentation. Licensor reserves all rights not expressly granted to you. NO OTHER LICENSES ARE GRANTED OR IMPLIED.
3. Copies. You may make copies for each member or employee of your organization or employer in an object code version of the program so long as the use by such members or employees is (a) limited to the internal purposes of the organization or employer, (b) not for the purposes of distributing the software outside the organization or employer, (c) not for the purpose of providing services to third parties and (d) not for any purpose or use which would compete with Licensor. You may make one additional copy of any single object code version of the program for archival purposes. You may make copies of the documentation as required for your use of the Licensed Software.
4. Derivative Works. At Licensor ' request, you will provide Licensor with a copy of any customization, modification or other derivative work of the Licensed Software. Any derivative works in object code or source code format will be deemed to be part of the Licensed Software and will be subject to all the same terms and conditions of this Agreement as relate to the original Licensed Software itself. In return for this license, you grant Licensor and its affiliates a non-exclusive, perpetual paid-up royalty-free license to make, sell, have made, copy, distribute and make derivative works of any modification or derivative work you make of the Licensed Software.
5. Prohibited Activities. Except as may be allowed in section 3, you will not (a) post, upload, publish or otherwise transfer or distribute copies of the Licensed Software to others external to your own organization; (b) use the Licensed Software to provide any online application service provider services or to create any service bureau or data warehouse accessible to anyone outside your organization; (c) make the Licensed Software available on any public Internet or any virtual or shared private network or any extranet or (d) sublicense, assign, delegate, rent, sell, lease or otherwise transfer this license or any the related rights or obligations for any reason.
6. Term. This license is effective until terminated. This license automatically terminates if you fail to comply with its terms and conditions. Upon termination in any manner, you will destroy all copies of the Licensed Software in your possession.
7. Disclaimer of Warranty: Licensor has no obligation to support the Licensed Software it is providing under this license. To the extent permitted under applicable law, LICENSOR IS LICENSING THE LICENSED SOFTWARE "AS IS", WITH NO EXPRESS OR IMPLIED WARRANTIES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR WARRANTIES AGAINST INFRINGEMENT OF ANY PROPRIETARY RIGHTS OF ANY THIRD PARTY.
8. Limitation of Remedies. LICENSOR WILL NOT BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, OR SPECIAL DAMAGES, OR ANY OTHER RELIEF, OR FOR ANY CLAIM BY ANY THIRD PARTY, ARISING FROM YOUR USE OF THE LICENSED SOFTWARE. SOME STATES AND OTHER JURISDICTIONS DO NOT ALLOW FOR THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES SO THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE.
9. Confidentiality. You will maintain in confidence the source code version of the Licensed Software by using at least the same physical and other security measures as you use for your own confidential technical information and documentation.
10. Third Party Licenses. You are solely responsible to obtain and comply with any third party licenses that you may require to use or redistribute either the original Licensed Software or any derivative work, whether the derivative work was made by you or any other person. You will indemnify Licensor from any losses or expenses resulting from any claim by any such third party.
11. Export Control: You will not export the Licensed Software either directly or indirectly to any foreign country except when such export is authorized by, and in full compliance with, the laws and regulations of the United States of America.
12. U.S. Government End Users: The Licensed Software is "non-commercial item", as that term is used in 48 C.F.R. 227.7203. Consistent with 48 C.F.R. 227.7203-1 through 227.7203-4, all U.S. Government End Users acquire the Licensed Software with only those rights set forth in this Agreement.
13. Miscellaneous: This Agreement sets forth the entire agreement and understanding between the parties pertaining to the subject matter hereof and merges all prior written or oral discussions between them. This Agreement shall be construed in accordance with and governed by the laws of the State of California, United States of America, excluding the United Nations Convention on Contracts for the International Sale of Goods.