DBI TECHNOLOGIES INC.
SOURCE CODE LICENSE AGREEMENT
VERY IMPORTANT - READ CAREFULLY: This DBI Technologies Inc. SOURCE CODE License
Agreement (hereinafter, this "LICENSE") is a legal agreement between you, either
an individual or a single entity ("LICENSEE") and DBI Technologies Inc.,
("DBI"), for the right to use the SOURCE CODE containing this LICENSE or
products identified on the disk or CD-ROM enclosed with the package which
contain computer SOURCE CODE and associated media and printed materials, and may
include "on-line" or electronic documentation (the "SOURCE CODE") and for which
the CD-Key(s) are either provided on the back of the enclosed CD case or
obtained through DBI or its authorized distributor.
IT IS NECESSARY FOR YOU TO AGREE TO BE BOUND BY THE TERMS OF THIS LICENSE BEFORE
YOU ARE PERMITTED TO CONTINUE TO INSTALL THE SOURCE CODE. BY AGREEING TO THE
LICENSE, OR BY INSTALLING, COPYING, OR OTHERWISE USING THE SOURCE CODE, YOU
AGREE TO BE BOUND BY THE TERMS OF THIS LICENSE INCUDING THE WARRANTY
DISCLAIMERS, LIMITATIONS ON LIABILITY AND TERMINATION PROVISIONS.
THERE ARE NO REFUNDS ON SOURCE CODE SALES. ALL SOURCE CODE SALES ARE FINAL.
I. OWNERSHIP; LICENSE GRANT.
This is a license agreement and NOT an agreement for sale. DBI continues to own
the copy of the SOURCE CODE contained on the disk or CD-ROM and all copies
thereof. Your rights to the SOURCE CODE are specified in this LICENSE, and DBI
retains all rights not expressly granted to you in this LICENSE. DBI hereby
grants to you, and you accept, a non-exclusive, non-transferable license to use,
copy and modify the SOURCE CODE only as authorized below.
II. PERMITTED USES.
This LICENSE grants you the following rights:
A. You may make copies on more than one computer, as long as the use of the
SOURCE CODE is by a developer employed by or contracted with the LICENSEE. The
SOURCE CODE is in "use" on a computer when it is loaded into temporary memory
(i.e. RAM) or installed into permanent memory (e.g. hard disk, CD-ROM, or other
storage device) of that computer.
B. Solely with respect to electronic documents included with the SOURCE CODE,
you may make a copy (either in hardcopy or electronic form) for each developer
for which the SOURCE CODE has been licensed as described in Section II.A, above;
provided, that such copies shall be used only by such developer for internal
purposes and are not to be republished or distributed to any other third party
or developer.
III. PROHIBITED USES.
You may not, without the prior written permission of DBI:
A. Use, copy, modify, or merge copies of the SOURCE CODE and any accompanying
documents except as permitted in this LICENSE.
B. Transfer, rent, lease, or sublicense the SOURCE CODE.
IV. USE OF SOURCE CODE.
A. You may make modifications, enhancements, derivative works and/or extensions
to the licensed SOURCE CODE provided to you under the terms set forth in this
section IV.
· While DBI does not claim any ownership rights in applications, frameworks or
components developed using the SOURCE CODE, in the event you develop any
modifications, enhancements, derivative works and/or extensions to the licensed
SOURCE CODE , either independently or jointly with DBI, such modifications,
enhancements, derivative works and/or extensions to the SOURCE CODE and all
rights associated therewith will be the exclusive property of DBI subject to
this license extending your use of same. You will not grant, either expressly or
impliedly, any rights, title, interest, or licenses to any such modifications,
enhancements, derivative works and/or extensions to the SOURCE CODE to any third
party. You will, however, be entitled to use such modifications, enhancements,
derivative works and/or extensions to the SOURCE CODE under the terms set forth
in this agreement. You hereby assign all right, title and interest in and to
such modifications, enhancements, derivative works and/or extensions to the
licensed SOURCE CODE to DBI. You also agree to execute, acknowledge and deliver
to DBI all documents and do all things DBI deems necessary or desirable, at
DBI's expense, to enable DBI to obtain and secure such modifications,
enhancements, derivative works and/or extensions to the SOURCE CODE anywhere in
the World. You agree to secure all necessary rights and obligations from
relevant employees, or third parties in order to satisfy the above obligations.
· You may not distribute or publish the DBI SOURCE CODE, or any modification,
enhancement, derivative work and/or extension thereto, in SOURCE CODE form.
· Under no circumstances may any portion of the SOURCE CODE be distributed,
published, disclosed or otherwise made available to any third party without the
express, prior written consent of DBI.
· Under no circumstances may the SOURCE CODE be used in whole or in part as the
basis for creating a commercially saleable product without first obtaining a
commercial product royalty agreement from DBI. You will not take any action, or
assist or otherwise aid anyone else in taking any action, that would limit DBI's
independent development, sale, assignment, licensing or use of its own SOURCE
CODE or any modification, enhancement, derivative work and/or extension thereto.
· You will not modify or delete, in whole or part, any copyright, trade secret,
proprietary, confidential or other notice thereon or therein without the
express, prior written consent of DBI.
· YOU UNDERSTAND AND ACKNOWLEDGE THAT SOURCE CODE IS LICENSED AS IS, AND THAT
DBI DOES NOT PROVIDE ANY TECHNICAL SUPPORT FOR SOURCE CODE.
V. SUPPORTING COMPONENT LICENSES
All developers using the SOURCE CODE must first obtain valid development and
distribution licenses for all supporting OCX (ActiveX) components and dynamic
link libraries (dll's) from their respective owners. No license for the
supporting components and dynamic link libraries referenced in the SOURCE CODE
are granted under this license. For a list of supporting components and their
respective owners please see Schedule 1.
VI. DISTRIBUTION.
A. Subject to the terms and conditions of this Agreement, DBI grants you a
non-exclusive, non-transferable, limited license without fees to reproduce and
distribute applications created from the SOURCE CODE provided that (i) you
distribute the application for internal use only (within the LICENSEE) (ii) you
only distribute the application subject to a license agreement that protects
DBI's interests consistent with the terms contained in this Agreement, and (iii)
you agree to defend and indemnify DBI and its licensors from and against any
damages, costs, liabilities, settlement amounts and/or expenses (including
attorneys' fees) incurred in connection with any claim, lawsuit or action by any
third party that arises or results from the use or distribution of any and all
applications containing the SOURCE CODE or any part thereof.
B. Commercial Distribution of software containing the SOURCE CODE or derivative
of the SOURCE CODE is only allowed under a separate Commercial Product Royalty
Agreement from DBI. There is no provision in this agreement for the distribution
of software derivative of the SOURCE CODE for the purpose of commercial use or
sale (external to the LICENSEE).
VII. COPYRIGHT.
All title and copyrights in and to the SOURCE CODE (including but not limited to
any images, photographs, animation, video, audio, music, text and "applets"
incorporated into the SOURCE CODE) and the accompanying printed materials are
owned by DBI or its suppliers. The SOURCE CODE is protected by Canadian
copyright laws and international treaty provisions. All rights are reserved
worldwide. You must treat the SOURCE CODE like any other copyrighted material,
except that you may, in addition to the copies permitted in this LICENSE, make
one copy of the SOURCE CODE solely for backup or archival purposes. No part of
the accompanying printed materials may be reproduced, transmitted, transcribed,
stored in any retrieval system, or translated into any language by any means
without the express prior written permission of DBI.
VIII. TERMINATION.
This LICENSE and your right to use the SOURCE CODE will terminate immediately
without notice from DBI if you fail to comply with the terms and conditions of
this LICENSE. Upon termination, you agree to destroy the SOURCE CODE, including
all accompanying documents and copies. This is in addition to and not in lieu of
any criminal, civil or other remedies available to DBI.
IX. CONFIDENTIALITY.
You acknowledge that the SOURCE CODE and any SOURCE CODE provided to you
pursuant to this LICENSE, as well as any modification, enhancement, derivative
work and/or extension thereto includes valuable trade secrets of DBI. You agree
to maintain in confidence the DBI SOURCE CODE (in source code form), and any
modification, enhancement, derivative work and/or extension thereto, by using at
least the same physical and other security measures as you use for your own
confidential technical information and documentation, but in no event less that
a commercially reasonable standard of care. You further agree not to disclose
the DBI SOURCE CODE (in source code form), or any aspect thereof, or any
modification, enhancement, derivative work and/or extension thereto, or any
aspect thereof, to anyone other than employees or contractors who have a need to
know or obtain access to such information in order to support your authorized
use of the SOURCE CODE and who are bound to protect such information against any
other use or disclosure. You agree to assume full responsibility for such
employees' or contractors' use, or misuse, of such disclosed SOURCE CODE as if
it was your use. These obligations shall not apply to any information generally
available to the public, independently developed or obtained without reliance on
DBI's information, or approved in writing for release by DBI without
restriction.
X. LIMITED WARRANTY.
A. SOURCE CODE is provided "AS IS," without warranty of any kind, DBI does not
warranty that the SOURCE CODE will be error-free. SOURCE CODE IS LICENSED "AS
IS". DBI DOES NOT PROVIDE ANY TECHNICAL SUPPORT FOR SOURCE CODE.
B. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION X, DBI AND ITS SUPPLIERS
DISCLAIM ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, WHETHER ARISING BY
STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OR TRADE,
INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF ACCURACY, COMPLETENESS,
PERFORMANCE, CURRENCY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH
REGARD TO THE SOURCE CODE.
XI. LIMITATION OF LIABILITIES.
DBI's liability, whether in contract, tort, or otherwise, arising out of
LICENSEE's use of, or in connection with, the SOURCE CODE, or otherwise under
this Agreement, shall not exceed the amount of the license fee paid by you to
DBI. IN NO EVENT SHALL DBI OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL,
INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT
LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF
BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR
INABILITY TO USE THE SOURCE CODE, EVEN IF DBI HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES.
Some states and jurisdictions do not allow the exclusion or limitation of
liability for consequential or incidental damages, or the exclusion of implied
warranties or limitations on how long a warranty may last, so the limitations in
Sections X and XI may not apply to you.
XII. MISCELLANEOUS.
The LICENSEE may transfer the SOURCE CODE License rights on a permanent basis
provided the LICENSEE transfers the SOURCE CODE and all Documentation, retains
no copies and the recipient agrees to the terms of this Agreement by completing
the prescribed transfer agreement provided on DBI's web site and sending it to
DBI. No transfer is legally effective until DBI confirms receipt and acceptance
of the transfer back to the LICENSEE. Legal responsibility for documenting the
transfer of the SOURCE CODE License is the sole responsibility of the LICENSEE
and the LICENSEE agrees to be responsible for any damages occasioned to DBI as a
result of a breach of this provision.
In the event of invalidity of any provision of this LICENSE, the parties agree
that such invalidity shall not affect the validity of the remaining portions.
You agree that you will not export or re-export the SOURCE CODE without the
appropriate Canadian or foreign government licenses. This agreement is governed
by the laws of the Commonwealth of Canada and the Province of Manitoba without
regard to the United Nations Convention on the International Sale of Goods, and
will be deemed a contract under seal. This is the entire agreement between you
and DBI, which supersedes any prior agreement, whether written, or oral,
relating to this subject matter.
Schedule 1: Staff Scheduler version 2.5 Source Code Supporting Components and
DLL's (Dynamic Link Libraries)
Components Licensed From DBI Technologies Inc.
ctButton.ocx ver. 3.0.0.0
ctCalendar.ocx ver. 3.0.0.1
ctCombo.ocx ver. 3.0.0.0
ctDEdit.ocx ver. 4.0.0.0
ctDropDate.ocx ver. 2.0.1.0
ctDropMenu.ocx ver. 1.0.0.1
ctExplorer.ocx ver. 4.0.0.0
ctfile.ocx ver. 3.0.0.2
ctGrid.ocx ver. 2.0.6.0
ctHypLnk.ocx ver. 2.0.0.0
ctList.ocx ver. 5.0.0.0
ctListBar.ocx ver. 5.0.0.0
ctMDay.ocx ver. 5.0.0.1
ctMEdit.ocx ver. 3.0.0.0
ctNEdit.ocx ver. 3.0.0.1
ctPrint.ocx ver. 3.0.0.0
ctSchedule.ocx ver. 7.0.0.2
ctText.ocx ver. 3.0.0.0
ctTips.ocx ver. 3.0.0.1
ctToolBar.ocx ver. 2.0.0.4
ctTray.ocx ver. 3.0.0.0
Components Licensed From Microsoft Corporation
RichTx32.OCX ver. 6.0.88.77
scrrun.dll ver. 5.6.0.6626
sysinfo.ocx ver. 6.0.81.69
Components Licensed From Chilkat Software, Inc.
ChilkatMail.dll ver. 5.1.6.0
ChilkatUtil.dll ver. 2.5.0.0
NOTE: Licenses for Chilkat Software components are only required if licensee
intends to use the email functionality provided by these dynamic link libraries.