Source License Agreement for JExpress

DeNova offers to grant a source license for the Software, defined below, according to the following conditions:

Definitions: For the purpose of this Source License Agreement, the following definitions are valid:

Purpose: This is a non-exclusive, non-transferable, non-sublicensable license to the Source Code. DeNova agrees to provide the Source Code to Licensee subject to the terms of this agreement. The Licensee may modify any of the Source Code to make installers, updaters, and uninstallers operate as they would like. The Licensee may further modify any of the Source Code to make "JExpress Advanced" or "JExpress Wizard" operate as the Licensee would like for Licensee's internal use. In addition Licensee may use library functions from the Software in any software other than Competing Products. Licensee may not use the Software for any purpose other than stated in this license.

License: DeNova agrees to provide the Source Code to Licensee. Licensee may designate up to a maximum of five (5) Developers per Source License as the sole users authorized to access the Source Code. After Licensee verifies that each designated Developer already has a valid Single User License to the binary version of JExpress and that each agrees to be bound by all the terms and conditions of this Agreement, Licensee shall notify DeNova in writing of the name and e-mail address of each Developer. If a designated Developer leaves the organization or is transferred from the department, Licensee may change the Developer after notifying DeNova of the transfer. The Source Code may be used only by the designated Developers. Each Developer may install and use one copy of the Source Code on any computer system the Developer operates, as long as the Developer can be sure that s/he is the sole user and that s/he only has the Source Code on one machine at a time. The Source Code may be also shared by the Developers.

Licensee agrees to purchase enough source licenses to cover all individuals who can access the Source Code. For example, if seven (7) individuals with access to any of the Source Code will require two (2) source licenses, one for the first five (5) individuals and another license for the remaining two (2) individuals.

Compensation: The license fee for the license granted is $4,999 (four thousand nine hundred ninety-nine U.S. dollars). Payment is by wire-transfer.

Confidentiality: The Licensee acknowledges that the Source Code and the algorithms received through this Agreement are critical to the operation of DeNova. The Licensee agrees to keep the Source Code, algorithms, concepts, and samples that DeNova supplies under this Agreement confidential for a period of five (5) years from the date of the Agreement. The Licensee further agrees not to disclose the Source Code or its algorithms to any third party for any reason.

Non-Competition: The Licensee acknowledges that they are not now and do not plan to develop Competing Products. The Licensee agrees not to use the Source Code, binaries, its algorithms, or any information learned from the Source Code in any Competing Product.

Copyright: The Licensee agrees to leave DeNova's copyright notice in the Source Code, on the distributable binaries, and on any works derived from Software.

Termination: DeNova may terminate Licensee's license if the Licensee fails to comply with any of the terms and conditions of this Agreement. On termination all copies of the Software and all of its component parts must be destroyed.

Updates: DeNova will make available to Licensee the Source Code corresponding to any updates to the Source Code released by DeNova for one (1) year following the Effective Date of this agreement. Licensee is responsible to integrate any updates to the Source Code into modified versions that the Licensee has developed. If the Licensee decides to receive updates beyond the first year, the fee for each additional year of updates is 25% of the original license fee.

Modifications: Any modifications the Licensee makes to the Source Code that are delivered to DeNova become the exclusive property of DeNova. DeNova may, but is not obligated to, integrate those modifications into the JExpress Installer and/or JExpress Updater.

Delivery: Software and any updates will be delivered electronically from DeNova's web site. Licensee acknowledges delivery by downloading.

Support: DeNova will provide e-mail support to the Developer for general questions about the Source Code for six (6) months after the Effective Date. DeNova is not responsible for developing or debugging code.

Notices: Notices under this Agreement will be sent via e-mail. Both parties agree to notify the other party one week before their e-mail address changes. DeNova's e-mail address is

High Risk Activities: The Software is not fault-tolerant and is not designed, manufactured or intended for use or resale as on-line control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, direct life support machines, or weapons systems, in which the failure of the Software could lead directly to death, personal injury, or severe physical or environmental damage ("High Risk Activities"). DeNova and its suppliers specifically disclaim any express or implied warranty of fitness for High Risk Activities.

Disclaimers: The Software is provided "as is" without any warranty of any kind, either expressed or implied. In no event will DeNova be liable for any loss of profit or any other commercial damage, including but not limited to special, incidental, consequential or other damages.

Government Restrictions: Use, duplication, or disclosure by the U.S. Government is subject to restriction as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 (if DoD) or 52.227.19 (a) through (d) and restrictions in this License Agreement (if Civilian Agency). The manufacturer is DeNova.

Laws:If the Licensee is located in the United States, this Agreement will be construed, interpreted, and governed by the laws of the State of Georgia.

Effective Date: The Effective Date of this Agreement is _______________________________ or when the license fee is received by DeNova, whichever is later.

 

I the undersigned acknowledge that I have the authority to enter into this Agreement.

 

ACCEPTED for _________________________________________________ (Licensee)

Name: ________________________________________

Title: _______________________________________

Signed: ______________________________________

Date: ________________________________________

 

ACCEPTED for DeNova

Name: ________________________________________

Title: _______________________________________

Signed: ______________________________________

Date: ________________________________________