This Software License Agreement ("Agreement") is made between Hipp, Wyrick, & Company, Inc (hereafter "Hwaci"), a Georgia corporation with headquarters at 6200 Maple Cove Lane, Charlotte, NC, USA and
NAME OF LICENSEE
ADDRESS OF LICENSEE
The second party above is hereafter referred to as "Licensee". In the event that the second party named above is a company with many employees and/or contractors, this agreement shall apply to a single project team within that company, where for the purposes of this agreement a project team shall be defined as a group of employees and/or contractors that work with each other on a daily basis and who all know each others names.
The effective date of this agreement is DATE.
Hwaci is the developer of computer software known as SQLite and the SQLite Encryption Extension ("SEE"). Hwaci has dedicated the SQLite software to the public domain, but this is not the case for the SEE software. Hwaci retains all intellectual property rights to the SEE software.
Licensee desires to utilize and/or distribute the SEE software.
Hwaci and Licensee agree as follows:
License.
Hwaci hereby grants to Licensee a perpetual, irrevocable, nonexclusive,
limited license to use the SEE software as follows:
Licensee shall not copy, duplicate, reproduce, license or sublicense the source code to the SEE software, in whole or in part, without the prior written consent of Hwaci.
Licensee may distribute, royalty-free and without limitation, compiled binary images of the SEE software that are either statically linked with additional software developed by the Licensee, or are that are deployed in some other Hwaci-approved manner that prevents third-parties from extracting the SEE software and reusing it for other unrelated purposes.
Licensee may modify the SEE software source code and may distribute compiled binary images of the SEE software that incorporates those changes under the same terms as the original unmodified SEE software.
Licensee shall not copy, duplicate, reproduce, license or sublicense a compiled binary image of the SEE software, in whole or in part, in either modified form or as original received from Hwaci, except when such binary images are statically linked against additional software developed by Licensee, or other security Hwaci-approved steps are taken to prevent third-parties from reusing the SEE software for unrelated purposes.
Fee.
In consideration for the grant of the license and the use of
the SEE software, Licensee agrees to pay Hwaci the sum
of $2,000 (US).
Warranty of Title.
Hwaci hereby represents and
warrants to Licensee that Hwaci is the owner of the SEE software or
otherwise has the right to grant to Licensee the rights set forth in
this Agreement. In the event any breach or threatened breach of the
foregoing representation and warranty, Licensee's sole remedy shall be
to require Hwaci or to either:
Warranty of Functionality.
For a period of 30 calendar days
following delivery of the SEE software to Licensee (the "Warranty Period"),
Hwaci warrants that the SEE software shall perform in all material
respects according to the Hwaci's specifications concerning the
SEE software when used with the appropriate computer equipment. In the
event of any breach or alleged breach of this warranty, Licensee shall
promptly notify Hwaci.
Licensee's sole remedy shall be that Hwaci shall either correct the
SEE software so that it operates according to specification or
return the full amount of the license fee and cancel this agreement.
This warranty shall not apply to the SEE software if modified by
anyone or if used improperly or on an operating environment not
approved by Hwaci.
This warranty applies only to the original, unmodified SEE software
as sent to Licensee from Hwaci and not to any altered or modified
versions of the SEE software that Licensee may have developed.
Optional Extended Maintenance.
After expiration of the Warranty
Period, Licensee may continue to receive maintenance support for
successive twelve (12) month periods. The charge for such optional
extended maintenance support shall be Hwaci's regular list price for
maintenance and support for the SEE software as published from time to time
by Hwaci. Licensee shall notify Hwaci in writing if it desires
to receive optional extended maintenance. If Licensee fails to take optional
extended maintenance and later elects to receive it, Hwaci reserves the
right to charge Licensee its maintenance fees for the period of the
lapse in maintenance. Hwaci may elect to discontinue maintenance at
any time upon notice to Licensee, and refund of any then unearned
maintenance fees.
Software Updates.
Hwaci may from time to time make enhancements or improvements to
the SEE software. Hwaci shall, at the request of Licensee, make
such enhancements and improvements available to Licensee under
the same terms as the original SEE software.
Payment.
Payment of the license fee shall be made within thirty
(30) days following invoice from Hwaci. In the event any overdue
amount owed by Licensee is not paid following ten (10) days written
notice from Hwaci, then in addition to any other amount due,
Hwaci may impose and Licensee shall pay a late payment charge at
the rate of one percent (1%) per month on any overdue amount.
Taxes.
In addition to all other amounts due hereunder,
Licensee shall also pay to Hwaci, or reimburse Hwaci as
appropriate, all amounts due for property tax on the SEE software and for
sales, use, excise taxes or other taxes which are measured directly by
payments made by Licensee to Hwaci. In no event shall Licensee be
obligated to pay any tax paid on the income of Hwaci or paid for
Hwaci's privilege of doing business.
Warranty Disclaimer.
Hwaci's warranties set forth in this agreement are exclusive and
are in lieu of all other warranties, express or implied, including but
not limited to, the implied warranties of merchantability and fitness
for a particular purpose.
Limitation of Liability.
Hwaci shall not be
responsible for, and shall not pay, any amount of incidental,
consequential or other indirect damages, whether based on lost revenue
or otherwise, regardless of whether Hwaci was advised of the
possibility of such losses in advance. In no event shall Hwaci's
liability hereunder exceed the amount of license fees paid by Licensee,
regardless of whether Licensee's claim is based on contract, tort,
strict liability, product liability or otherwise.
Notice.
Any notice required by this Agreement or
given in connection with it, shall be in writing and shall be given to
the appropriate party by personal delivery or by certified mail,
postage prepaid, or recognized overnight delivery services.
If to Hwaci:
D. Richard Hipp
Hipp, Wyrick & Company, Inc.
6200 Maple Cove Lane
Charlotte, NC 28269
USA
If to Licensee:
NAME AND ADDRESS OF LICENSEE
Governing Law.
This Agreement shall be construed and enforced in accordance with the
laws of the state of North Carolina.
No Assignment.
Neither this Agreement nor any interest in this Agreement may be
assigned by Licensee or Hwaci without the prior express written approval of
the other.
Final Agreement.
This Agreement terminates and
supersedes all prior understandings or agreements on the subject matter
hereof. This Agreement may be modified only by a further writing that
is duly executed by both parties.
Severability.
If any term of this Agreement is held
by a court of competent jurisdiction to be invalid or unenforceable,
then this Agreement, including all of the remaining terms, will remain
in full force and effect as if such invalid or unenforceable term had
never been included.
Headings.
Headings used in this Agreement are provided for convenience only and
shall not be used to construe meaning or intent.
In witness whereof, Hwaci and Licensee have executed this Software License Agreement on the day and year first above written.