Source 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.
Your signature indicates that you have read and agree to the terms of this Source Code License
- 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. "Source 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,
- LICENSE TO USE SOURCE CODE. OITC grants to Licensee the right to use one copy of the Source
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 Source Code has been granted by OITC for each computer terminal having access
to the Source 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.
- LICENSE TO DISTRIBUTE OBJECT CODE IN COMPOSITE PROGRAM. OITC hereby grants to Licensee, and
Licensee hereby accepts, a non-exclusive, non-transferable worldwide license to distribute the
Software for use only in combination with Licensee's 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 distribute
such Composite Program without royalty to OITC, provided that Licensee (a) embed the Software
object code in such a manner as to prevent its extraction or access; (b) the Composite Program
contains significant functions not contained in the Software 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; and (d) this Agreement is understood
and interpreted as an aid to Licensee and shall not be construed to permit customers of Licensee
to make copies of, have access to or otherwise have disclosed to them OITC's Source Code of the
Software, whether the original Source Code or altered versions
- 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.
- 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.
- 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.
- 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.
- DELIVERY OF THE SOFTWARE. Where noted in Exhibit A, access to a master copy of the machine-readable
Source Code for the Software shall be provided by OITC to Licensee upon execution
of this Agreement.
- EXPENSES. Licensee shall be solely responsible for all expenses incurred in the distribution
of the Composite Program utilizing the Software.
- MODIFICATION. Software Source Code may 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.
- 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.
- 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.
- 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.
- 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.
- 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.
- 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.
- 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.
- NOTICES. Any notice required under this Agreement shall be given by first class mail, postage
prepaid with return receipt requested, or by electronic media.
- 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.
- 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
- DISCLAIMER OF AGENCY. This Agreement shall not be construed as creating an agency, partnership
or any other form of legal association between the parties.
- GOVERNING LAW. This Agreement shall be governed by the laws of the State of Florida and the
U.S. Copyright laws.
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: firstname.lastname@example.org
Title, Platforms and Description of the Software programs Licensee is Licensing:
Title: Click here to view the licensable programs
Platforms: Current available platforms:
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.
Description of Licensee's Composite Program:
You would enter your Composite Program's description here
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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