License Agreement

Wiker Industries License Agreement

PRINTED BELOW IN ITS ENTIRETY IS THE LICENSE AGREEMENT GOVERNING YOUR USE OF THE SOFTWARE. PLEASE READ THE LICENSE AGREEMENT.

IMPORTANT

WIKER INDUSTRIES LLC IS WILLING TO LICENSE THE ENCLOSED SOFTWARE TO YOU ONLY UPON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS CONTAINED IN THE LICENSE AGREEMENT PRINTED BELOW, INCLUDING WITHOUT LIMITATION, THE WARRANTY DISCLAIMERS, LIMITATIONS OF LIABILITY AND INDEMNITY PROVISIONS. PLEASE READ THE TERMS CAREFULLY BEFORE CLICKING THE ACCEPT BUTTON DURING PURCHASE OR DEMO DOWNLOAD, AS SUCH CONDUCT INDICATES YOUR ACCEPTANCE TO ALL OF THE TERMS OF THIS LICENSE AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS, WIKER INDUSTRIES LLC IS UNWILLING TO LICENSE THE SOFTWARE TO YOU, IN WHICH CASE YOU MUST CANCEL THE PURCHASE OR DOWNLOAD PROCESS. THE SOFTWARE IS OFFERED AS "DOWNLOAD ONLY" AND YOU HAVE BEEN REQUIRED TO ACCEPT THIS LICENSE AGREEMENT PRIOR TO DOWNLOADING THE SOFTWARE. WIKER INDUSTRIES LLC DOES NOT PROVIDE REFUNDS FOR SOFTWARE OFFERED AS "DOWNLOAD ONLY".

This License Agreement ("Agreement") is a legal agreement between Wiker Industries LLC ("Wiker Industries"), a Pennsylvania limited liability corporation, principally located in Lancaster, Pennsylvania and you (either an individual or single entity) ("Licensee"), and is effective the date Licensee downloads the software product.

This Agreement covers all materials associated with Wiker Industries Multi-vendor Database Software Development Kit. This Agreement also applies to any updates or supplements to the Software provided by Wiker Industries, unless Wiker Industries provides new license terms and conditions with the update or supplement.

1. GRANT OF DEVELOPMENT LICENSE

Wiker Industries grants Licensee a non-exclusive, non-transferable, worldwide license for one (1) programmer to install the Software on a single personal computer and use the Software and one copy of the associated user documentation contained in the accompanying user manual, "online" help ("Documentation") in the development of one (1) end user application as contemplated in section 2 below (herein, the "Application Software"). If additional programming seats are needed, Licensee should contact Wiker Industries for discounted license pricing. The license granted hereunder applies only to the designated version of the enclosed Software. If the Software is an upgrade or cross grade, it, and the product that was upgraded/cross graded constitute a single copy of the Software for purposes hereof and the new version and product that was upgraded/cross graded cannot be used by two people at the same time.

2. SINGLE END USER APPLICATION

The Application Software developed by Licensee must be an "end user application." An "end user application" is a specific application program that is licensed to a person or firm for business or personal use and not with a view toward redistributing the application or any part of the application, and may be either an application that is used by Licensee internally, or an application that is commercially distributed to end users for their use. A user of an end user application may not modify or redistribute the application and may not copy it (other than for archival purposes). Licensee’s license agreement covering the Application Software must contain restrictions prohibiting redistribution, modification and copying of the Application Software. Only one (1) end user application may be developed under this license. If Licensee wishes to develop more than one application, it must license an additional copy of Software for each additional application developed. If additional application licenses are needed, Licensee should contact Wiker Industries for discounted license pricing. For purposes hereof, upgrades and updates to Licensee’s end user application are not considered additional end user applications requiring additional licensing. The license rights hereunder do not apply to development and deployment of software products or services such as "web services", ActiveX controls, browser plug-ins, web browsers, authoring tools, development toolkits, dynamic link libraries (DLLs), software with an application programming interface (API), compilers, operating systems or any other software not falling within the above definition of an end user application. If Licensee wishes to develop a product outside the scope of this license, Licensee should contact Wiker Industries to see if a special license is available.

3. GRANT OF DUPLICATION AND DISTRIBUTION LICENSE

The Software includes certain runtime libraries and files intended for duplication and distribution by Licensee within the Application Software to the user of Application Software ("Redistributables"). The Redistributable components of the Software are those files specifically designated as being distributable in the "Files to be Included with Your Application" section of the Online Help file, the terms of which are hereby incorporated herein by reference. Licensee should refer to the Documentation and specifically the "Online Help" file for additional information regarding the Redistributables. Under Wiker Industries’s intellectual property rights, and subject to all the restrictions and conditions set forth in this Agreement and the Documentation, Wiker Industries hereby grants Licensee (and only Licensee) a non-exclusive, non-transferable, worldwide license to reproduce (and have reproduced) exact copies of the Redistributables and include such files in the Application Software, and to deploy the Application Software internally and/or distribute the Application Software, directly or through customary distribution channels, to end users subject to the following limitations: (i) if the Software is Multi-vendor Database SDK , the Application Software may be distributed/deployed on a royalty free, quantity unlimited basis, either internally or commercially. If Licensee wishes to use an OEM who will modify the Application Software and copy it, Licensee must first obtain an OEM distribution license from Wiker Industries or must require the OEM to obtain a license from Wiker Industries. Duplication or Redistribution of the Application Software, or any portion thereof, by the users of the Application Software, without a separate written redistribution license from Wiker Industries, is prohibited. If the enclosed Software has certain modules or components that are marked as "for evaluation", no right to copy and/or distribute such modules or components is granted. No rights to copy or redistribute the Application Software are granted until such time as Licensee has properly registered the Software with Wiker Industries and has otherwise complied with this Agreement..

4. OTHER LICENSE TERMS AND RESTRICTIONS

The licenses granted under this Agreement are expressly conditioned upon Licensee’s compliance with all the terms and conditions of this Agreement. Licensee may not use, copy, rent, lease, sell, sub-license, assign or otherwise transfer the Software except as expressly provided for in this Agreement. Licensee may make a reasonable number of archival copies of the Software. Except for the Redistributables, Licensee shall not distribute any files contained in the Software, including without limitation, .xml, .db3, .txt, .sln, .csproj, .png files. Licensee acknowledges that the Software, in source code form, remains a confidential trade secret of Wiker Industries and/or its suppliers and therefore Licensee agrees that it shall not modify, decompile, disassemble or reverse engineer the Software or attempt to do so except as permitted by applicable legislation. Licensee shall not reproduce, copy or transfer any Documentation, except Licensee may use the sample source code examples contained in the Documentation for the purpose of developing the Application Software subject to the following limitations: (i) Licensee may not use the sample source code for any purpose other than developing the Application Software and (ii) Licensee may not disclose, redistribute or otherwise transfer any of the sample source code, or any source code derived from the sample source code. Licensee acknowledges that the sample source code is a confidential trade secret of Wiker Industries, and Licensee shall treat the sample source code in the same manner as Licensee treats its own trade secret information, but in no event less than a reasonable degree of protection. Any Licensee employee or contractor who has access to the sample source code must be bound by a written nondisclosure agreement prohibiting him from disclosing any trade secret information of Licensee and/or its suppliers. Licensee may not use the Software to develop an application that directly or indirectly utilizes Wiker Industries Redistributables existing in another application that has been developed by Licensee or some third party. If Licensee wishes to use the Software in a manner prohibited by this Agreement, Licensee should contact Wiker Industries to determine whether a special license may be obtained. Upon Wiker Industries request, Licensee agrees to send Wiker Industries one demonstration copy of the Application Software. Licensee will maintain complete and accurate records regarding its use of the Software and the deployment of the Application Software and will promptly respond to inquiries from Wiker Industries license compliance department.

5. PROPRIETARY RIGHTS; COPYRIGHT NOTICES

Except for the limited license granted herein, Wiker Industries, and its suppliers, retains exclusive ownership of all proprietary rights (including all ownership rights, title, and interest) in and to the Software. Licensee agrees not to represent that Wiker Industries is affiliated with or approves of Licensee’s Application Software in any way. Except as required hereby, Licensee shall not use Wiker Industries name, trademarks, or any Wiker Industries designation in association with Licensee’s Application Software. The Application Software must contain the following copyright and patent notices in the "About box": "Portions of this product were created using Multi-vendor Database SDK ©2011, Wiker Industries LLC ALL RIGHTS RESERVED."

6. EXPORT LAW

Licensee acknowledges and agrees that the Software and Application Software may be subject to restrictions and controls imposed by the United States Export Administration Act, as amended (the "ACT"), and the regulations thereunder. Licensee agrees and certifies that neither the Software nor any direct product thereof (e.g. the Application Software) is being or will be acquired, shipped, transferred or reexported, directly or indirectly, into any country prohibited by the ACT and the regulations thereunder or will be used for any purpose prohibited by the same. Licensee acknowledges that the Software may include "technical data" subject to export and re-export restrictions imposed by U.S. law. Licensee bears all responsibility for export law compliance and will indemnify Wiker Industries against all claims based on Licensee’s exporting of the Application Software.

7. TERM

The license granted hereby is effective until terminated. Licensee may terminate the license by returning the Software and Documentation to Wiker Industries, without refund, and destroying all copies thereof in any form. Wiker Industries may terminate the licenses if Licensee fails to comply with any term or condition of this Agreement. Upon such termination, Licensee shall cease using the Software and cease using or distributing the Application Software containing the Redistributables. All restrictions prohibiting Licensee’s use of the Software and intellectual property provisions relating to Software running to the benefit of Wiker Industries will survive termination of the license pursuant hereto. Termination will not affect properly granted end user licenses of the Application Software distributed by Licensee prior to termination.

8. EXCLUSION OF WARRANTIES

LICENSEE HAS HAD FULL OPPORTUNITY TO EVALUATE AND TEST THE SOFTWARE TO DETERMINE IF IT MEETS LICENSEE’S REQUIREMENTS. ACCORDINGLY, SOFTWARE IS PROVIDED “AS IS” AND WIKER INDUSTRIES MAKES NO PERFORMANCE WARRANTY OR OTHER WARRANTY OF ANY KIND, WHATSOEVER, AND LICENSEE ACKNOWLEDGES THAT NO REPRESENTIONS OF ANY KIND HAVE BEEN MADE CONCERNING THE SOFTWARE ON WHICH LICENSEE IS RELYING IN ENTERING INTO THIS AGREEMENT AND LICENSING THE SOFTWARE.

ALL WARRANTIES, EXPRESS OR IMPLIED, ARE EXCLUDED FROM THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT. NOT ALL JURISDICTIONS ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, AND THUS THE FOREGOING LIMITATION MAY NOT APPLY TO LICENSEE.

9. INDEMNIFICATION

In the event that a claim is filed in a court of competent jurisdiction alleging that the Software used within the scope of the license granted hereunder directly infringes any copyright or trade secret of any third party ("Infringement Action"), Wiker Industries shall indemnify, defend and hold Licensee harmless from and against such Infringement Action and any and all costs, damages, penalties and expenses, including reasonable attorneys’ fees, finally resulting from or awarded in actions attributable to such claim, provided that (a) Licensee promptly notifies Wiker Industries in writing of the existence of such Infringement Action when Licensee becomes aware of such Infringement Action, (b) Wiker Industries has control of the defense of such Infringement Action and all related settlement negotiations, and (c) Licensee provides all reasonable assistance and cooperation in such defense. In the event of an infringement claim for which Wiker Industries is obligated to indemnify Licensee, Wiker Industries may, at its sole discretion, (i) obtain a license that allows Licensee to continue using the Software, or (ii) replace or modify the Software so as to be non-infringing in a manner that does not materially affect its functionality. The foregoing represents Wiker Industries sole responsibility to Licensee in the event of a third party infringement claim of any kind, and it is agreed that Wiker Industries will have no responsibility or liability whatsoever in connection with any third party patent claims.

Licensee is fully responsible for the marketing, sale, support, installation, and distribution of the Application Software to Licensee’s customers. Licensee will indemnify and hold Wiker Industries harmless from and against all liability, loss, cost, damage or expense, including reasonable attorney’s fees, arising from Licensee’s distribution of the Application Software, including any claims made by Licensee’s customers or other third parties.

10. LICENSEE’S REMEDIES: LIMITATIONS

IN NO EVENT SHALL WIKER INDUSTRIES BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR THE USE OF THE SOFTWARE, REGARDLESS OF WHETHER WIKER INDUSTRIES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL WIKER INDUSTRIES’S AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED AMOUNTS PAID TO WIKER INDUSTRIES BY LICENSEE UNDER THE TERMS OF THIS AGREEMENT. LICENSEE UNDERSTANDS AND AGREES THAT THE FOREGOING LIABILITY LIMITATTIONS ARE ESSENTIAL ELEMENTS OF THIS AGREEMENT AND THAT IN THE ABSENCE OF SUCH LIMITATIONS THE MATERIAL AND ECONOMIC TERMS OF THIS AGREEMENT WOULD BE SUBSTANTIALLY DIFFERENT. NOT ALL JURISDICTIONS ALLOW LIMITATIONS OF LIABILITY, AND THUS THE FOREGOING LIMITATION MAY NOT APPLY TO LICENSEE.

11. TECHNICAL SUPPORT

Wiker Industries technical support policies are posted on Wiker Industries website (www.wiker.net) and Wiker Industries reserves the right to amend and modify its technical support policies from time to time, in its sole discretion. Licensee agrees that Wiker Industries may collect and freely use any and all technical information or other submissions regarding the Software, including feature requests and product suggestions, provided by Licensee to Wiker Industries.

12. GENERAL

This Agreement shall be interpreted, construed, and enforced according to the laws of the State of Pennsylvania. In the event of any action under this Agreement, the parties agree that federal and state courts located in York, Pennsylvania will have exclusive jurisdiction and that a suit may only be brought in York, Pennsylvania and Licensee submits itself for the jurisdiction and venue of the state and federal courts located in York, Pennsylvania . This Agreement constitutes the entire agreement and understanding of the parties and may be modified only in writing signed by both parties. No officer, salesman, or agent has any authority to obligate Wiker Industries by any terms, stipulations or conditions not expressed in the Agreement. All previous representations and agreements, if any, either verbal or written, referring to the subject matter of this Agreement are void. If any portion of this Agreement is determined to be legally invalid or unenforceable, such portion will be severed from this Agreement and the remainder of the Agreement will continue to be fully enforceable and valid. This Agreement, and the rights hereunder, may not be assigned by Licensee, whether by oral or written assignment, sale of assets, merger, consolidation or otherwise, without the express written consent of Wiker Industries. Licensee agrees to be responsible for any and all losses or damages arising out of or incurred in connection with the Application Software. Licensee agrees to defend, indemnify and hold Wiker Industries harmless from any such loss or damage, including attorney’s fees, arising from the use, operation or performance of the Application Software or Licensee’s breach of any terms of this Agreement. Licensee shall be responsible for paying all state and federal use, sales or value added taxes, duties or governmental charges, whether presently in force or which come into force in the future, related to the distribution and sale of the Application Software and will indemnify Wiker Industries against any claim made against Wiker Industries relating to any such taxes or assessments. Portions of the Software are protected by copyright and other proprietary rights of third party software vendors, who shall be deemed to be intended third party beneficiaries of this Agreement. Licensee may be held directly responsible by third party vendors for acts relating to the Software which are not authorized by this Agreement.