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LICENSE
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SplendidCRM Software, Inc.
SOURCE CODE LICENSE AGREEMENT
THIS SOURCE CODE LICENSE AGREEMENT IS A LEGAL AGREEMENT BETWEEN YOU, ("LICENSEE" OR
"YOU"), AND SPLENDIDCRM SOFTWARE, INC. ("SPLENDIDCRM"). THIS AGREEMENT APPLIES TO
LICENSEE’S USE IN SOURCE CODE FORMAT OF STORED DATABASE FUNCTIONS, PROCEDURES AND
VIEWS (“SOURCE CODE”) ONLY; OTHER FILES INCLUDED AS PART OF THE SPLENDIDCRM SYSTEM ARE
COVERED BY THE SUGARCRM PUBLIC LICENSE.
CAREFULLY READ ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT PRIOR TO DOWNLOADING
AND USING THE SOURCE CODE. BY PRESSING THE "I ACCEPT" BUTTON BELOW OR OTHERWISE USING
THE SOURCE CODE, LICENSEE AGREES TO BE BOUND BY THESE TERMS AND CONDITIONS. IF YOU DO
NOT AGREE TO THE TERMS OF THIS AGREEMENT, PRESS THE “CANCEL” BUTTON AND DO NOT
DOWNLOAD OR USE THE SOURCE CODE.
LICENSE
This License sets forth Licensee's rights to use the Source Code and all associated documentation (the
"Documentation"), all of which are the proprietary and copyrighted material of SplendidCRM. Collectively, the
Source Code and Documentation are referred to in this Agreement as the "Licensed Product." Upon receipt of the
applicable license fee, SplendidCRM grants to Licensee the personal, non-exclusive, non-transferable right to use
the Licensed Product in the United States of America in accordance with the terms of this Agreement.
UNDER THIS LICENSE, YOU MAY:
* Allow the number of users specified in the Order Form associated with this Agreement to use and copy the
Licensed Product and derivative works thereto ("Derivatives") for your business or other purposes—use of the
Licensed Product by more than the number of users specified in the Order Form is specifically prohibited.
All recipients of the Source Code and Derivatives under this Agreement must agree to protect the Source Code
and Derivatives in a manner substantially equivalent to the protections contained in this Agreement. In particular,
without limiting the foregoing, Licensee’s customers who receive the Source Code and/or Derivatives in source
code format must agree to distribute such source code only to other SplendidCRM customers who have acquired a
license to the Source Code from SplendidCRM.
PROPRIETARY RIGHTS
SplendidCRM owns all proprietary rights, including all copyrights, patents, trade secrets, and trademarks, in and to
the Licensed Product. Licensee agrees to take all reasonable steps to prevent unauthorized disclosure, use or
copying of the Licensed Product. Licensee also agrees to include in all copies of the Source Code all
SplendidCRM copyright and proprietary notices. SplendidCRM reserves all rights not expressly granted to
Licensee.
Licensee retains all proprietary rights in original software and documentation that Licensee develops that is not a
derivative work of the Source Code or Documentation. All software and documentation developed by Licensee
that is a derivative work of the Source Code or Documentation shall be owned jointly by Licensee and
SplendidCRM, without accounting of profit.
Licensee will not link to or in any way combine the Licensed Product or any Derivatives with any Open Source
Code (as defined below) in any manner that would require the Source Code to be made available to any third
party. “Open Source Code” means software licensed or distributed under any of the following or similar licenses
or distribution models: (a) GNU's General Public License (GPL) or Lesser/Library GPL (LGPL), (b) The Artistic
License (e.g., PERL), (c) the Mozilla Public License, (d) the Netscape Public License, (e) the Berkeley software
design (BSD) license including Free BSD or BSD-style license, (f) the Sun Community Source License (SCSL), (g)
an Open Source Foundation License (e.g., CDE and Motif UNIX user interfaces), and (h) the Apache Server
license.
FEE
You agree to pay SplendidCRM the amount set forth on the Order Form upon execution of this Agreement.
TERM
This Agreement is effective until terminated. Licensee may terminate this Agreement by destroying or returning
the Licensed Product and all copies thereof. This license will also automatically terminate if Licensee fails to
comply with any term or condition of this Agreement. Licensee agrees, upon such termination, to destroy all
copies of the Licensed Product. Except as provided in the following section, returning the Licensed Product to
SplendidCRM following the opening and/or use of the Licensed Product will not entitle Licensee to a refund.
WARRANTY DISCLAIMER
THE SOURCE CODE IS PROVIDED UNDER THIS AGREEMENT ON AN “AS IS” BASIS, WITHOUT
WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED WARRANTIES
THAT THE SOURCE CODE IS FREE OF DEFECTS, MERCHANTABLE, FIT FOR A PARTICULAR PURPOSE
OR NON-INFRINGING. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SOURCE
CODE IS WITH YOU. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS
AGREEMENT. NO USE OF ANY SOURCE CODE IS AUTHORIZED HEREUNDER EXCEPT UNDER THIS
DISCLAIMER.
LIMITATION OF LIABILITY
IN NO EVENT SHALL SPLENDIDCRM BE RESPONSIBLE FOR ANY DAMAGES OF ANY KIND, INCLUDING
ANY DIRECT, SPECIAL, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, AND
INCLUDING, BUT NOT LIMITED TO, LOSS OF DATA OR LOST PROFITS AS A RESULT OF USE OF, OR
INABILITY TO USE, THE SOURCE CODE, WHETHER BASED ON TORT (INCLUDING NEGLIGENCE),
CONTRACT, OR OTHER LEGAL THEORY, EVEN IF SPLENDIDCRM IS MADE AWARE OF THE POSSIBILITY
OF SUCH DAMAGES.
GENERAL PROVISIONS
Entire Agreement. This Agreement sets forth the entire understanding between Licensee and SplendidCRM with
respect to the subject matter hereof. This Agreement may be amended only in a writing signed by both parties.
No vendor, distributor, dealer, retailer, sales person or other person is authorized to modify this Agreement or to
make any warranty, representation or promise which is different than, or in addition to, the representations or
promises of this Agreement.
Export. Export of the Licensed Product outside of the United States is subject to the Export Administration
Regulations of the Bureau of Export Affairs, United States Department of Commerce. In the event Licensee
desires to export the Source Code outside of the United States, Licensee, at its own expense, shall comply with all
applicable regulations governing such export. SplendidCRM makes no warranty relating to the exportability of the
Source Code to any particular country.
Other. No waiver of any right under this Agreement shall be effective unless in writing, signed by a duly authorized
representative of SplendidCRM. Failure to insist upon strict compliance with this Agreement shall not be deemed
a waiver of any future right arising out of this Agreement. This Agreement shall be governed by and construed in
accordance with the laws of the State of North Carolina. The parties agree that sole jurisdiction and venue for any
dispute relating to this Agreement shall be in a state or federal court in Wake County, North Carolina. The United
Nations Convention on Contracts for the International Sale of Goods is expressly excluded and shall not apply to
this Agreement. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or
unenforceable, such provision shall be fully severable, and this Agreement shall be construed and enforced as if
the illegal, invalid or unenforceable provision had never been a part of this Agreement. You may not assign or
transfer this Agreement, and any such attempted assignment or transfer shall be null and void. The prevailing
party in any action to enforce this Agreement shall be entitled to recover its reasonable attorney’s fees from the
other party.
If you have any questions concerning this Agreement, please contact SplendidCRM Software, Inc. at
SplendidCRM Software, Inc., 705 Laurel Bay Lane, Holly Springs, North Carolina 27540.