THIS SOURCE CODE AGREEMENT (the “Agreement”) is made and entered into on
(Month & Date) ______________________ (Year) __________ by and between
IDAutomation.com Incorporated (hereinafter “Manufacturer”), a business formed
and operating under laws of Florida, having its principal place of business in
Tampa, Florida, and
_________________________________________________________
(hereinafter “Licensee”).
NOW, THEREFORE, in consideration of the mutual promises set forth herein,
Manufacturer and Licensee agree as follows:
DEFINITIONS:
For purposes of this Agreement, the following definitions shall apply:
(a) “Source Code” shall include computer programming code or any computer
instructions necessary to compile the underlying software product defined in
section 10.
(b) “Licensee” shall mean any individual or entity that uses or installs the
Source Code onto any computer under this Agreement, including, but not limited
to, your employer, on whose behalf you are acting in using or installing the
Source Code.
(c) “Software License Agreement” shall mean the written instrument governing the
relationship between the Manufacturer and Licensee executed concurrently with
this Agreement. The URL of this agreement is
http://www.idautomation.com/software-license.html.
(d) “Software” shall mean the particular software product purchased by Licensee
from Manufacturer.
TERMS:
1. Grant of License: By completing this Agreement, Manufacturer grants
Licensee a nonexclusive, nontransferable, perpetual, worldwide right during the
term of this Agreement to use the Source Code for the associated Software that
Licensee purchased which is defined in section 10. The Software will be made
available upon documentation that (1) full payment has been received from the
Licensee, and (2) the appropriate license has been purchased as stated in the
documentation for the Software.
2. Licensee Agrees to be Bound by All Terms and Conditions: Licensee
agrees to be bound by all terms and conditions of this Agreement, in addition to
those found in the Software License Agreement. This Agreement shall be an
extension of the Software License Agreement, and includes all limitations of
warranty and liability as stated in the Software License Agreement.
3. Limitations on Licensee’s Use and Enjoyment: Licensee may not resell,
rent, lease or distribute the Source Code alone, it shall only be distributed as
a compiled component of an application. Licensee shall not use the purchased
Software for anything other than its intended, legitimate, and legal purpose.
Licensee shall not employ Software in any way that competes either directly or
indirectly with Manufacturer.
4. Acknowledgement of Manufacturers Copyright Ownership: Manufacturer
maintains ownership of all copyright interests in the Source Code, as well as
any derivative works based either directly or indirectly on the licensed Source
Code. Licensee acknowledges Manufacturers ownership of all copyright interests,
and validity of any and all registrations of the Source Code with the U.S.
Copyright Office. Licensee agrees not to remove copyright notices from the
Source Code.
5. Confidentiality and Proprietary of Software: Licensee agrees and
acknowledges that the Source Code is proprietary, valuable, and not generally
known in the industry. Licensee agrees that it will maintain, through reasonable
means, the confidentiality of the Source Code, and will not disseminate or allow
unrestricted access. Licensee shall not distribute the Source Code to anyone
other than employees and software developers of Licensee's organization or third
party contractors working on behalf of Licensee’s organization with a need to
know. Licensee may be held legally responsible for any infringement of
intellectual property rights that is caused or encouraged by Licensee's failure
to abide by this Agreement.
5. Assignment and Effect: This Agreement shall inure to the benefit of
and be binding upon both parties, as well as their employees, employers, agents,
parents, subsidiaries, representatives, licensees, and assigns.
6. All Modifications Must be in Writing: There will be no modifications,
alterations, or amendments to this Agreement, unless both parties agree in
writing.
7. Termination: This Agreement shall terminate if the associated
Software Licensee Agreement defined in section 10 is terminated, if the Licensee
fails to fully comply with any provision or provisions contained herein, or if
the funds are either refunded or not fully received. Upon termination,
Licensee's rights to use the Source Code are revoked and Licensee shall destroy
all copies or electronic forms of the Source Code including any Source Code used
in Licensee's applications within 90 days.
8. Governing Law: This Agreement shall be governed by and construed under
the laws of the State of Florida.
9. Jurisdiction and Venue: Should any dispute arise under the terms of
this Agreement, Licensee agrees to personal jurisdiction in Florida, and that
venue is proper in the Circuit Court of Hillsborough County, City of Tampa,
Florida.
10. Licensee Information and Acceptance: Licensee hereby seals and
delivers this Agreement on the day and the year first written above.
Manufacturer accepts and agrees to this Agreement when the (1) Source Code is
provided to Licensee by Manufacturer and (2) after the Agreement is received by
Manufacturer.
Licensee Information: (must be signed by an authorized person of the
Licensee's organization, please print clearly)
Associated Software Product Order ID:_______________________________________
Associated Software Product Description: _____________________________________
Email address for source code delivery:________________________________________
Printed name: ___________________________________________________________
Signature: _______________________________________________ date___________
Title: __________________________________________________
Please print this Agreement, fill it out, sign and date the bottom of each page
and fax it to us.