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1992-04-30
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STABLE - TECHNICAL GRAPHS
-------------------------
Version 1.10
------------
SITE LICENSE INFORMATION
------------------------
April, 1992
What is a site license? A site license is an inexpensive way for
more than one person to legally use one copy of a program on more
than one computer at a time. Site licenses are designed for
companies, offices or workgroups where more than one person in
the organization needs to use a product, but does not need
additional manuals or disks. Site licensing enables companies,
departments, government agencies, etc., to equip their personnel
with the tools they need at a minimal cost.
How do site licenses work? The company purchasing a site license
(the licensee) provides a single point of contact for shipping,
technical support, upgrades, etc., and we (the licensor) provide
a "golden master" of the diskettes, manual, and any other parts
of the package.
Exhibit 1 gives a breakdown of the cost of site licensing and how
much you save per site licensed. For instance, if you purchased
a site license for 15 users (sites) your cost would be $539.40,
which saves you $209.85 of the cost of 15 separate purchases. The
more sites you license, the more you save.
The following document is the complete license agreement. Simply
print it, fill it out, sign under LICENSEE, enclose a check or
money order for the correct amount, and mail it to:
WINTERRA Software Group
P.O.Box 4106
Highlands Ranch, CO 80126
Voice/Fax: (303) 470-6323
Upon receipt of the completed, signed form, and a check or money
order for the correct amount, we will send you the required
"golden masters" and a copy of the license agreement with an
authorized signature under LICENSOR.
If you have any questions, or if you need site license information
for more than 100 sites, please call our offices.
All of the following pages are part of the actual site license
agreement.
WINTERRA (TM) Software Group Stable - Technical Graphs 1.10
Site License Page 1 of 6
Stable - Technical Graphs Version 1.10
END USER SITE LICENSE AGREEMENT
-------------------------------
WINTERRA Software Group (Licensor) grants to ______________________
_________________________________________________________(Licensee),
and Licensee accepts, a license to use the licensed program in
accordance with the terms and conditions contained in this agreement.
1.0 DEFINITIONS
1.1 "Licensed program" means the object code version of the
program listed in Exhibit 1 and related program user
documentation. No rights to the source code versions of the
licensed program are granted by this license.
1.2 "Object code" means any instruction or set of
instructions in machine executable form.
1.3 "User documentation" means any standard manuals or other
related materials used for user instruction or reference in use of
the licensed program.
1.4 "Use" means copying of any portion of the licensed
program from a storage unit or media into the designated equipment
and execution of the licensed program on the equipment.
2.0 LICENSE GRANT
2.1 Licensee is granted a nontransferable, nonexclusive right
to use the number of copies of the licensed program indicated on
Exhibit 1 for Licensee's internal use. Licensor (WINTERRA Software
Group) will deliver one copy of the licensed program to Licensee.
Licensee may make additional copies of the licensed program, up to
the number of copies licensed herein, provided that each copy of the
program contains WINTERRA Software Group's copyright notice and any
other proprietary legends, including legends under the Federal
Acquisition Regulations (FAR), if any, contained on the delivered
copy.
2.2 Each copy of the licensed program provided under this
license may be used on only one computer at any one time. If used
on a network system, each terminal user is automatically considered
to be using a distinct copy of the licensed program whether or not
he is actually using it.
WINTERRA (TM) Software Group Stable - Technical Graphs 1.10
Site License Page 2 of 6
2.3 Licensee shall not use, copy, rent, lease, sell, modify,
decompile, disassemble, otherwise reverse engineer, or transfer
the licensed program except as provided in this agreement. Any
such unauthorized use shall result in immediate and automatic
termination of this license.
3.0 TERMS
3.1 This license is effective until terminated. Licensee may
terminate it at any time by destroying the licensed program and
all copies of it and notifying WINTERRA Software Group in writing.
This license will also terminate as otherwise provided in this
agreement. On termination, Licensee shall return all materials
not destroyed to WINTERRA Software Group together with a written
verification that the remaining materials have been destroyed.
4.0 PAYMENT
4.1 The fee for this license is set forth in Exhibit 1,
payable as set forth.
5.0 CONFIDENTIALITY AND PROPRIETARY RIGHTS
5.1 The licensed program is licensed, not sold. Nothing in
this agreement shall be construed as conveying title in the
licensed program to Licensee.
5.2 Licensee understands and agrees that the source code for
the licensed program and all documentation related thereto
constitute the valuable properties and trade secrets of WINTERRA
Software Group, owner of the copyright to the licensed program,
embodying substantial creative efforts which are secret,
confidential, and not generally known by the public, and which
secure to WINTERRA Software Group a competitive advantage.
5.3 Licensee agrees during the term of this license, and
thereafter, to hold the licensed program, including any copies
thereof and any documentation related thereto, in strict
confidence and to not permit any person or entity to obtain access
to it except as required for Licensee's own internal use
hereunder.
5.4 Licensee shall inform WINTERRA Software Group promptly and
in writing of any actual or suspected unauthorized use or disclosure
of the licensed programs or documentation related thereto.
5.5 The obligations under this paragraph shall survive the
termination or rescission of this agreement.
WINTERRA (TM) Software Group Stable - Technical Graphs 1.10
Site License Page 3 of 6
6.0 LIMITED WARRANTY
6.1 WINTERRA Software Group warrants that for a period of sixty
days from the date of delivery of the licensed program, the program,
if unmodified by the Licensee, will perform in substantial
conformity with the user documentation. WINTERRA Software Group
does not warrant that the licensed program is free from coding
errors. Any program problems reported to WINTERRA Software Group
during the warranty period and determined by WINTERRA Software Group
to be actual coding errors will be corrected by WINTERRA Software
Group within a reasonable time. Any modifications to the licensed
program shall thereafter be licensed AS IS.
6.2 The above warranty does not apply to the extent that any
failure of the licensed program to perform as warranted is caused
by the licensed program being (1) not used in accordance with the
user documentation, or (2) modified by any person other than
authorized WINTERRA Software Group personnel.
6.3 LICENSOR MAKES AND LICENSEE RECEIVES NO OTHER WARRANTY OF
ANY KIND, EXPRESSED OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY
WARRANTIES OF MERCHANTABILITY AND/OR FITNESS FOR A PARTICULAR
PURPOSE.
7.0 LIMITATION OF LIABILITY
7.1 The total liability of WINTERRA Software Group or its
suppliers for any claim or damage arising out of the use of the
licensed program or otherwise related to this license shall be
limited to direct damages which shall not exceed the license
fee(s) which have been paid by Licensee to WINTERRA Software Group
for the specific client project which is the subject of such claim
or damage.
7.2 IN NO EVENT SHALL LICENSOR BE LIABLE TO LICENSEE FOR
ADDITIONAL DAMAGES, INCLUDING ANY LOST PROFITS, LOST SAVINGS OR
OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE
OF OR INABILITY TO USE THE LICENSED PROGRAM, EVEN IF LICENSOR HAS
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
8.0 TERMINATION. THIS LICENSE MAY BE TERMINATED BY WINTERRA
SOFTWARE GROUP IF:
8.1 Licensee fails to comply with any material term or
condition of this agreement and Licensee fails to cure such
failure within fifteen days after notices of such failure by
WINTERRA Software Group; and
WINTERRA (TM) Software Group Stable - Technical Graphs 1.10
Site License Page 4 of 6
8.2 Licensee's normal business operations are disrupted or
discontinued for more than thirty days by reason of insolvency,
bankruptcy, receivership, or business termination.
9.0 GENERAL TERMS
9.1 Neither this agreement nor any rights or obligations
hereunder shall be assigned or otherwise transferred by Licensee
without prior written consent of WINTERRA Software Group, which
consent will not be unreasonably withheld. WINTERRA Software Group
may assign this agreement entirely in its discretion upon the
express written assumption of the obligations hereunder by the
assignee.
9.2 This agreement shall be interpreted and enforced in
accordance with and shall be governed by the laws of the State of
Colorado applicable to contracts between residents. No suit for
enforcement of or for a declaration of rights between the parties
to this agreement shall be commenced in any court other than the
Municipal, County or District Court in and for Douglas County,
State of Colorado.
9.3 Any controversy or claim arising out of or relating to
this agreement or the breach thereof shall be settled by
arbitration in accordance with the commercial rules of the
American Arbitration Association, using an arbitrator with
knowledge of computers and software, and judgment upon the award
rendered by the arbitrator(s) may be entered in any court having
jurisdiction thereof. No arbitration or other action arising out
of any claimed breach of this agreement or transactions under this
agreement may be demanded by either party more than one year after
the cause of action accrued. The prevailing party in any such
action related to or arising under this agreement shall be
entitled to reasonable attorneys' fees. This provision shall not
apply to any action or proceeding for injunctive relief.
9.4 This agreement and its exhibits contain the entire
agreement between the parties hereto, superseding all previous
agreements, representations, understandings and negotiations.
This agreement may not be amended other than by writing signed by
an authorized representative of the parties.
9.5 If any terms or provisions of this agreement shall be
found to be illegal or unenforceable then, notwithstanding, this
agreement shall remain in full force and effect and such term or
provision shall be deemed stricken.
WINTERRA (TM) Software Group Stable - Technical Graphs 1.10
Site License Page 5 of 6
9.6 No amendment of this agreement shall be effective unless
it is in writing and signed by duly authorized representatives or
both parties. No term or provision hereof shall be deemed waived
and no breach excused unless such waiver or consent shall be in
writing and signed by the party claimed to have waived or
consented. Any consent by any party to or waiver of a breach by
the other, whether express or implied, shall not constitute a
consent to, waiver of or excuse for any other, different or
subsequent breach.
9.7 This agreement shall be binding on and shall inure to the
benefit of the heirs, executors, administrators, successors and
assigns of the parties hereto, but nothing in this paragraph shall
be construed as a consent to any assignment of this agreement by
either party except as provided hereinabove.
9.8 Timely payment is of the essence of this agreement.
9.9 This agreement may be signed in counterparts.
Effective this _________ day of ________________________, 19_____.
LICENSEE LICENSOR
_______________________________ _______________________________
Authorized Representative Authorized Representative
Typed name_____________________ Typed name_____________________
Title__________________________ Title__________________________
Address________________________ Address________________________
_______________________________ ___WINTERRA Software Group_____
_______________________________ ___P.O. Box 4106_______________
_______________________________ ___Highlands Ranch, CO 80126___
WINTERRA (TM) Software Group Stable - Technical Graphs 1.10
Site License Page 6 of 6
EXHIBIT 1
Licensed Program
Stable - Technical Graphs Version 1.10
NUMBER OF USERS LICENSE FEE PER USER
--------------- --------------------
5 - 10 $37.46
11 - 15 $35.96
16 - 20 $34.46
21 - 25 $32.96
26 - 30 $31.46
31 - 40 $29.96
41 - 50 $28.46
51 - 60 $26.96
61 - 70 $25.46
71 - 80 $23.96
81 - 90 $22.46
91 - 100 $20.96
101+ Please contact WINTERRA Software Group
The above prices include one copy of the Licensed Version of Stable
Technical Graphs. Licensee may make additional copies, up to the
number of copies licensed. WINTERRA Software Group can supply
multiple copies of the distribution diskettes at an additional cost
of $5.00 per copy plus shipping and handling costs. WINTERRA
Software Group can supply multiple copies of the printed User's
Manual at an additional cost of $15.00 per copy plus shipping and
handling costs.
WINTERRA (TM) Software Group Stable - Technical Graphs 1.10