Object Code License Agreement


The Okie Island Trading Company ("OITC") has the right to license the computer Software Program described in Exhibit A (the "Software"). Licensee desires to obtain a license from OITC to distribute the compiled version of the Software for use solely in combination with Licensee's own computer software program as described in Exhibit B ("Composite Program").

This is a single license agreement and covers the use of the Software in one Composite Program only. The licensing fee paid by Licensee to OITC as specified in Exhibit C.

OITC and Licensee agree that the following terms and conditions shall govern the license of the Software to Licensee.

  1. DEFINITIONS. The "Software" shall mean the computer program(s) described in Exhibit A to this agreement. "Composite Program" shall mean the Licensee's application(s) described in Exhibit B that uses the Software either whole or in part. "Object Code" shall mean OITC's original, editable text files. "Platform" shall mean, for the purposes of licensing the Software, a hardware and software configuration applicable to this agreement. OITC will have sole discretion in identifying and defining unique platform versions. Generally, OITC will follow those platform designations defined by the operating system or hardware providers. OITC, however, reserves the right to establish platform definitions that may be more, or less, restrictive.

  2. LICENSE TO USE OBJECT CODE. OITC grants to Licensee the right to use one copy of the Object Code version of the enclosed Software on a single terminal connected to a single computer (i.e., with a single CPU at a time). Licensee may transfer the Software to another single computer PROVIDED no copies of the Software licensed herein are retained for use on any other computer. The Software may be installed on a network or file server, PROVIDED that a separate, appropriate license to use the Object Code has been granted by OITC for each computer terminal having access to the Object Code. The Software may be transferred to hard disks provided that only one copy of the Software is used at any time. Licensee may make copies of the Software solely for backup or archival purposes. Licensee may not copy and/or distribute the written materials that accompany the Software. Licensee may not provide nor utilize any electronic access codes to provide the Software to any other entity.

  3. LICENSE TO DISTRIBUTE OBJECT CODE IN COMPOSITE PROGRAM. Licensee shall have the right to include all or any portion of the object code version of the Software in ONE COMPUTER SOFTWARE PROGRAM developed by Licensee ("Composite Program"). Licensee may embed the Software object code into one executable application—Composite Program, that the Licensee has developed, and the Licensee may distribute such Composite Program with such embedded Software object code without royalty to OITC, provided that Licensee (a) embed the Software object code in such a manner as to prevent its extraction or access from your Composite Program in a form that would allow it to be embedded in another Executable Application (see below); (b) the Composite Program contains significant functions not contained in the Software/Software Demonstration Program and that distribution of the Composite Program does not compete with OITC's distribution of the Software; (c) use of the Software by each person who obtains a copy of the Composite Program is subject to substantially the same restrictions that are contained in this Agreement; (d) each person who obtains a copy of the Composite Program agrees not to distribute the Software; and (e) Licensee agrees to indemnify and hold OITC harmless from all claims by Licensee and all third parties arising out of the use of any Composite Program.

    Executable Application to include any code module that can be embedded into another application or access via a "run-time" type version in any development system and/or programming environment.

  4. COPYRIGHT. The Software and all copies and derivatives are owned by OITC or its suppliers. Use of the Software is subject to United States copyright laws and international treaty provisions. Therefore, you must treat the Software like any other copyrighted material.

  5. SPECIAL PROVISIONS AND REQUIREMENTS. Licensee agrees (a) to include in the Composite Program's start up screen, associated documentation and on its exterior label, the named Software used in the Composite Program and OITC's copyright notice; and (b) provide OITC with a copy of each shipping version of Licensee Composite Program, for the sole purpose of monitoring Licensee's compliance with the terms of this Agreement. OITC shall keep this copy in strict confidence and agrees not to disclose or distribute it in any way without written permission of Licensee.

  6. OTHER RESTRICTIONS. Licensee may not rent or lease the Software. Licensee may transfer the Software and accompanying written materials on a permanent basis provided that Licensee retains no copies and the recipient agrees to the terms of this Agreement; provided, however, that the recipient shall have no right to make or distribute copies of the Software. Licensee may not reverse engineer, decompile or disassemble the Software. Licensee agrees to use Licensee's best efforts to prevent any unauthorized use, copying, disclosure, reverse engineering, decompiling or disassembly of the Software.

  7. EFFECTIVE DATE; TERM. The effective date of this License Agreement shall be the date of OITC's execution of this License. The term of this License continues from year to year as long as the Software described in Exhibit A are distributed by Licensee. The foregoing shall not affect OITC's right to terminate the License sooner for cause as provided in Paragraph 15.

  8. DELIVERY OF THE SOFTWARE. Where noted in Exhibit A, access to a master copy of the machine-readable Object Code for the Software shall be provided by OITC to Licensee upon execution of this Agreement.

  9. EXPENSES. Licensee shall be solely responsible for all expenses incurred in the distribution of the Composite Program utilizing the Software.

  10. MODIFICATION. Software Object Code may not be modified by Licensee without the prior written permission of OITC. Any modifications made to the Software will continue to be subject to the terms and conditions of this License.

  11. WARRANTY AND DISCLAIMERS. OITC warrants that the Software will perform substantially in accordance per OITC's published information as of the date set forth in Exhibit A for a period of 6 (six) months, after the date hereof OITC shall make good faith efforts to remedy such discrepancies between the Software and the published information. However, OITC makes no further warranties, either expressed or implied regarding the Software, its merchantability, or its fitness for any particular purpose, regarding the Software. OITC DOES NOT WARRANT, GUARANTEE OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SOFTWARE IN TERMS OF ITS CORRECTNESS, ACCURACY, RELIABILITY, CURRENTNESS OR OTHERWISE. THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE OF THE SOFTWARE IS ASSUMED BY THE LICENSEE. THE EXCLUSION OF IMPLIED WARRANTIES IS NOT PERMITTED BY SOME STATES. THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. OITC shall have no obligation to provide Licensee with any updates to the Software unless such an update is specified per Exhibit A.

  12. NO LIABILITY FOR CONSEQUENTIAL DAMAGES. IN NO EVENT SHALL OITC OR ITS SUPPLIERS BE LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF OITC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, EXCEPT FOR INDEMNIFICATION FOR INFRINGEMENT AS AND TO THE EXTENT PROVIDED IN PARAGRAPH 15. BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

  13. INDEMNIFICATION BY LICENSEE. Licensee shall indemnify and defend OITC against any and all claims based upon, allegedly or in fact, Licensee's distribution of Software or the use of Software in combination with Licensee's Composite Program. OITC shall promptly notify Licensee of any such claim. Licensee is only liable to OITC for expenses incurred by OITC, after OITC receives Licensee's prior written approval for incurring such expenses, such approval not to be unreasonably withheld.

  14. INDEMNIFICATION BY OITC. OITC shall indemnify and defend Licensee against any and all claims made against Licensee based on a claim that the distribution of Software infringes allegedly or in fact, any copyright or other proprietary right of any third party. Licensee shall promptly notify OITC of any such claim.

  15. CONSTRUCTION. OITC is willing to license the Software to Licensee only in consideration of and in reliance upon the provisions of this Agreement limiting the exposure of OITC to liability. Such provisions constitute an essential part of the bargain underlying this Agreement and have been reflected in the license fee and other consideration specified in this Agreement.

  16. BREACH AND TERMINATION. If any material breach of this Agreement by Licensee continues after thirty (30) days written notice by OITC, OITC may terminate this Agreement by written notice to Licensee, whereupon this License and all rights granted to Licensee herein shall immediately cease. Waiver by OITC of any breach by Licensee shall not be deemed to be a waiver of any other or subsequent breach. The rights of OITC under this clause are in addition to any other rights and remedies provided by law or under this Agreement. Upon written notice by OITC after any termination of this Agreement, Licensee shall promptly return to OITC any Master copy supplied under Paragraph 8 above. Such termination shall not prejudice OITC's right to damages or any other remedy available at law or equity. Upon termination of this Agreement, Licensee shall return to OITC the original and all copies of the Software. All rights granted to Licensee shall terminate, including any and all rights to use the Software and to distribute the Software.

  17. U.S. GOVERNMENT RESTRICTED RIGHTS. OITC certifies that all of the software licensed under this Agreement has been developed exclusively at private expense by OITC. The Software and related documentation are provided with RESTRICTED RIGHTS. Use, duplication or disclosure by the government is subject to restrictions as set forth in subparagraph (c) (1) (i) or (c) (1) (ii) of the Rights in Technical Data and Computer Software clause at 48 CFR § 252.227-7013 or in subparagraph (c) (2) of the Commercial Computer Software - Restricted Rights clause at 48 CFR § 52.227-19, as applicable. The clause set forth in 48 CFR § 52.227-19 entitled "Commercial Computer Software - Restricted Rights" is incorporated herein by this reference. Contractor/manufacturer is The Okie Island Trading Company, Post Office Box 73, Melbourne Beach, FL 32051.

  18. NOTICES. Any notice required under this Agreement shall be given by first class mail, postage prepaid with return receipt requested, or by electronic media.

  19. COMPLETE UNDERSTANDING. This Agreement constitutes the entire Agreement between the parties concerning the subject matter. Any waiver or amendment of any provision of this Agreement shall be effective only in writing and signed by both parties.

  20. ASSIGNMENT. This Agreement may not be assigned, nor the rights granted here under sub licensed, by Licensee without the prior written consent of OITC which may be withheld in its sole and absolute discretion.

  21. DISCLAIMER OF AGENCY. This Agreement shall not be construed as creating an agency, partnership or any other form of legal association between the parties.

  22. GOVERNING LAW. This Agreement shall be governed by the laws of the State of Washington and the U.S. Copyright laws.
Your signature indicates that you have read and agree to the terms of this Object Code License Agreement.

LICENSEE                                         THE OKIE ISLAND TRADING COMPANY


Signature: ______________________                Signature: ______________________                                                                                                                                                                       


Name: ___________________________                Name: ___________________________                                                                                    		(Please Print)						(Please Print)

Title: __________________________                Title: __________________________                                                                                    

Date: ______/______/______                       Date: ______/______/______


Phone #:                                         Phone #: 407-9844-3714
Email:                                           Email: sales@oitc.com


Exhibit A

Title, Platforms and Description of the Software programs Licensee is Licensing:

Title: Click here to view the licensable programs

Platforms: Current available platforms:

Windows 16
Windows 32 NT/95
Macintosh (680x0 & PPC)

Description: Click here to view the licensable programs' decriptions

Support: The licensed Software includes 6 months of technical Email support, online updates and access to OITC's products list server for user dialog. Support agreements are negotiated annually after the initial support period is over.


Exhibit B

Description of Licensee's Composite Program:

You would enter your Composite Program's description here


Exhibit C

Pricing and Payment Terms Click here to view pricing

Payment is due in full upon execution of this agreement. Licensee shall pay (and/or reimburse OITC for) all taxes, duties and similar charges arising out of this Agreement.


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