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". The effective date of this agreement is DATE
Hwaci is the developer of computer software known as SQLite. Hwaci has dedicated the SQLite software to the public domain. According to published statements by Hwaci, anyone is free to download the SQLite software and use the SQLite software for any purpose and to make unlimited distributions of the SQLite software.
Licensee desires to utilize and/or distribute the SQLite software. Licensee acknowledges that Hwaci has dedicated the SQLite software to the public domain. But for the removal of doubt about Licensee's rights to utilize and/or distribute the SQLite software, Licensee desires to obtain a written grant of license from Hwaci.
Hwaci and Licensee agree as follows:
In exchange for valuable consideration, the sufficiency of which is hereby acknowledged, Hwaci grants to Licensee a perpetual, nonexclusive, worldwide, irrevocable, royalty-free license to use, reproduce, modify, compile, distribute, exploit, have reproduced and/or distributed, transmit, display, broadcast, sell, rent, or lease SQLite software, in any medium now known or later developed, and to sublicense the foregoing rights to third parties, including the right to grant further sublicenses to third parties; provided that the SQLite software remains bundled as a component of products developed by Licensee.
Warranty of Title.
Hwaci hereby represents and warrants to Licensee that Hwaci is the owner of the SQLite 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:
Optional Warranty of Functionality.
Licensee may elect to receive maintenance support for an additional fee over and above the fee for this license. The charge for such optional maintenance support shall be Hwaci's regular list price for maintenance and support for the SQLite software as published from time to time by Hwaci. Licensee shall notify Hwaci in writing if it desires to receive optional extended maintenance. Hwaci may elect to discontinue maintenance at any time upon notice to Licensee, and refund of any then unearned maintenance fees.
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.
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
If to Licensee:
NAME OF CONTACT PERSON
ADDRESS OF CONTACT PERSON
This Agreement shall be construed and enforced in accordance with the laws of the state of North Carolina.
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.
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.
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 used in this Agreement are provided for convenience only and shall not be used to construe meaning or intent.
In witness whereof, Hwaci has executed this Software License Agreement on the day and year first above written.