License Agreement for

Peter's Polling Package v1.1 - Source Code

 

This License Agreement for Peter’s Polling Package v1.1 – Source Code is a legal agreement between the RECIPIENT and the AUTHOR.

1.      DEFINITIONS

1.1  “AUTHOR” means Peter L. Blum.

1.2 "RECIPIENT" means the company, entity or individual whose product registration for the Software is on record with the AUTHOR. The RECIPIENT is licensed to us the SOFTWARE at one location, as identified by the Contact Information provided by the RECIPIENT with the product registration. If the RECIPIENT, has other locations, separate licenses are required, unless otherwise stated in this agreement.   RECIPIENT is sometimes referred to as “You” or “Your” throughout this License Agreement.

1.3  “SOFTWARE” means Peter’s Polling Package v1.1 – Source Code, which is an adjunct to Pe­ter’s Polling Package v1.1, also developed by Peter L. Blum.

1.4  "USE" means storing, loading, installing, or executing compiled code from the SOFTWARE.

 

2.      RECIPIENT’S ACCEPTANCE OF TERMS OF LICENSE

Your USE of SOFTWARE, in whole or in part, indicates your acceptance of the following terms and conditions contained in this License Agreement.  If you do not understand any terms or conditions contained in this License Agreement, contact the AUTHOR at PLBlum@PeterBlum.com.  If you do not agree to and accept the terms and conditions contained in this License Agreement, then you may not use or view any part or whole of the SOFTWARE.  In such an event, the RECIPIENT must delete all files included with the SOFTWARE and destroy them in a commercially reasonable manner. Your acceptance of this License Agreement supercedes and replaces any prior license agreement you have accepted relating to Peter’s Polling Package v1.1 – Source Code.

 

3.      TERMS AND CONDITIONS RELATIVE TO RECIPIENT’S USE OF THE SOFTWARE

3.1.    LICENSE GRANT. The AUTHOR hereby grants the RECIPIENT a limited, non-exclu­sive, nontransferable li­cense to use the SOFTWARE. The SOFTWARE contains source code associated with the software product known as Peter’s Polling Package v1.1, a separate product from the AUTHOR available through Pe­terBlum.com.

3.2.    The RECIPIENT has at least one valid Web Server, Site, or Redistribution License for Pe­ter’s Polling Package v1.1.

3.3.    Compiled work from this source code is only permitted to be run:

a)   If the RECIPIENT has at least one valid Web Server, Site, or Redistribution License for Pe­ter’s Polling Package v1.1 installed on the web server from which it is run.

b)   If the RECIPIENT has received a Serial Number for the SOFTWARE from the AUTHOR. A Serial Number is a unique textual code that is assigned to the individual license. A Serial Number is sent as an Email to the Email address supplied within the contact information supplied during the purchase of the SOFTWARE.

c)    RECIPIENT has paid the Licensing Fee in full to the AUTHOR either directly or through an agent or reseller selected by the AUTHOR.

 

4.      OWNERSHIP. The SOFTWARE is owned by Peter L. Blum. The RECIPIENT'S license con­fers no right, title or ownership to the intellectual property embod­ied in the SOFTWARE and should not be construed as a sale of any right in the SOFTWARE. Title and full ownership rights to the SOFTWARE will remain the exclusive property of the AUTHOR and the RECIPIENT will only acquire those rights expressly set forth in this license. RECIPIENT agrees that any copies of the SOFTWARE will contain the same proprietary notices which appear on and in the SOFTWARE.

Furthermore, the AUTHOR retains all right, title and interest in and to all updates, modifications, enhancements and derivative works, in whole or in part, of the source code created by the RECIPIENT, including all copyrights subsisting therein, to the extent such modifications, en­hancements or derivative works contain copyrightable code or expressions derived from the AUTHOR’S Source Code; provided, however, that the AUTHOR grants to the RECIPIENT a li­cense to use copy and modify such updates, modifications, enhancements and derivative works or copies thereof for use as authorized in this License.

 

5.      COPYRIGHT The SOFTWARE is copyright 2002-2005, Peter L. Blum. All rights are re­served. The SOFTWARE is protected by US Copyright Law and international law and treaty pro­visions.

 

6.      DISTRIBUTION

a)      The RECIPIENT may NOT distribute any program files that contain compiled code from any part of the SOFTWARE except to WEB SERVERS for which the RECIPIENT has valid li­censes for Peter’s Polling Package v1.1.

b)      The RECIPIENT may NOT distribute the SOFTWARE, or any modified ver­sion or derivative work of the SOFTWARE, in source code form.

c)       Under no circumstances may any portion of the SOFTWARE be distributed, disclosed or otherwise made available to any third party without the express written consent of the AUTHOR.

d)      Under no circumstances may the source code be used in whole or in part, as the basis for creating a product that provides the same, or substantially the same, functionality as any AUTHOR’S product.

 

7.      CONFIDENTIALITY. The RECIPIENT acknowledges that the SOFTWARE contains valuable and proprietary trade se­crets of the AUTHOR. The RECIPIENT agrees to expend every effort to insure its confidentiality. The RECIPIENT shall not, without the prior express written consent of the AUTHOR, during the term of this Agreement and for five years thereafter, disclose or reveal to any third party or utilize for its own benefit other than pursuant to this Agreement, the SOFTWARE provided by the AUTHOR, provided that such information was not previously known to RECIPIENT or to the gen­eral public. RECIPIENT further agrees to take all reasonable precau­tions to preserve the confi­dentiality of AUTHOR’S SOFTWARE and shall assume responsibility that its employees, subli­censees and assignees will similarly preserve this information against third Parties.

 

8.      DISCLAIMER OF WARRANTY LIMITATION OF LIABILITY

NO OTHER WARRANTIES. THIS SOFTWARE IS LICENSED TO THE RECIPIENT "AS IS", AND WITHOUT ANY WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE RECIPIENT ASSUMES ALL RISKS WHEN USING IT. AUTHOR DOES NOT WARRANT THAT THE SOFTWARE IS ERROR FREE. THE AUTHOR DOES NOT WARRANT THAT THIS SOFTWARE DOES NOT INFRINGE ANY RIGHTS OF THIRD PARTIES.

NO LIABILITY FOR CONSEQUENTIAL DAMAGES. IN NO EVENT SHALL AUTHOR OR ITS SUPPLIERS BE LIABLE TO RECIPIENT FOR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL OR INDIRECT DAMAGES OF ANY KIND ARISING OUT OF THE DELIVERY, PERFORMANCE OR USE OF THE SOFTWARE, EVEN IF THE AUTHOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL THE AUTHOR'S LIABILITY FOR ANY CLAIM, WHETHER IN CONTRACT, TORT OR ANY OTHER THEORY OF LIABILITY, EXCEED THE LICENSE FEE PAID BY RECIPIENT, IF ANY.

 

9.      CONSUMER RIGHTS.  The Warranty of Section 8 gives the RECIPIENT specific legal rights; the RECIPIENT may have other rights depending upon where he or she lives. Some jurisdictions do not allow the exclusion of limitation of special, incidental or consequential damages, so the above exclusions and limitations may not apply to all RECIPIENTS.

 

10. TERMINATION. This License and the rights granted hereunder shall continue in full force and effect until terminated as provided herein. RECIPEINT may terminate this License Agree­ment at any time without notice. This agreement will terminate automatically without notice from the AUTHOR, if the RECIEPEINT fails to comply with the terms and conditions of this License Agreement.

Upon termination the RECIPIENT shall immediately discontinue USE of the SOFTWARE and promptly destroy all copies of the SOFTWARE. All payments made by RECIPIENT are non re­fundable. Notwithstanding termination, the following provisions shall survive: Sections 4, 5, 6, 7, 8 and 9. All other rights granted under this Agreement will cease upon termination.

 

11. SEVERABILITY. 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 of this license.

 

12. GOVERNING LAW, JURISDICTION AND VENUE

This agreement will be governed by, and construed in accordance with the laws of the Common­wealth of Massachusetts, without regard to its conflicts of laws principles.

Each party hereby agrees that all disputes regarding this Agreement and the material covered by this agreement shall be resolved by binding arbitration in accordance with the Commercial Arbi­tration Rules of the American Arbitration Association. All arbitral proceedings shall be held in Boston, Massachusetts. Each party hereby waives any objection it might otherwise have to venue in any of such arbitral proceedings.

 

13. ENTIRE AGREEMENT. This Agreement constitutes the complete and exclusive agreement between AUTHOR and RECIPIENT with respect to the subject matter hereof and supersedes all prior oral or written un­derstandings, communications or agreements not specifically incorporated herein. This Agree­ment may not be modified except in a writing duly signed by an authorized rep­resentative of the AUTHOR and RECIPIENT.

 

14. ASSIGNMENT 

14.1 If RECIPIENT is a consultant or other third party service provider developing web sites for its customers, RECIPIENT may, with prior written consent of the AUTHOR, assign its rights and obligations under this Agreement to its customer provided that all files associated with the SOFTWARE are transferred to the customer that is the owner of the developed website.

14.2 If RECIPIENT is a corporation or limited liability company, RECIPIENT may assign its rights and obligations under this Agreement to any parent, subsidiary and/or affiliate of RECIPIENT or to any successor in interest by consolidation, reorganization, merger or acquisition of substantially all of its assets.

14.3 RECIPIENT must notify the AUTHOR with updated Contact Information within 30 days after the assignment.

14.4 Any prohibited assignment will be null and void.

 

15. U.S. GOVERNMENT RESTRICTED RIGHTS.  This Software is a “commercial item” as that term is defined at 48 C.F.R. 2.101, consisting of commercial computer software and commercial computer software documentation.  All U.S. Government RECIPIENTS acquire the SOFTWARE with those rights set forth herein, and none others.  Please contact PLBlum@PeterBlum.com, if you have any questions regarding this provision.

 

16. EXPORT RESTRICTIONS. RECIPIENT acknowledges and agrees that the SOFTWARE is subject to restrictions and controls imposed by the Export Administration Act of 1979, as amended (the “Acts”).  You agree and certify that neither the SOFTWARE or any direct product thereof is being or will be used for any purpose prohibited by the Acts, nor will the SOFTWARE or any product thereof be exported to: (i) any country subject to U.S. trade embargo; (ii) any person or entity on the U.S. Denied Persons List, Specially Designated List, or Entities List.