ParamQuery SDK OEM License Agreement

This OEM (Original Equipment Manufacturer) agreement is made between Paramvir Dhindsa (hereinafter referred to as "Author") and OEM Company (hereinafter referred to as "OEM Company").

WHEREAS, Author is the author and sole proprietor of ParamQuery SDK.

WHEREAS, OEM Company is a commercial business that wishes to utilize these software products bundled or integrated with their own software products.

NOW THEREFORE, in consideration of the mutual covenants herein, Author and OEM Company hereby agree to be legally bound as follows:

1 Definitions

Agreement shall mean this document including its appendices.

Software shall mean the ParamQuery Grid JavaScript SDK, its modules, components, all program files, source code, examples, and documentation which are part of the Software package and documentation hosted online at http://paramquery.com, as well as any portion of them.

Delivery date shall mean the invoice issue date.

Deployment shall mean a software installation in a production environment.

Developer shall mean any person who directly or indirectly further develops the Software for OEM Company.

Disclosing Party shall mean a Party that discloses information to a Receiving Party.

Integrated Product shall mean an OEM Company Product that bundles or integrates the Software.

License shall mean the OEM license granted by Author as this document including its appendices.

License Fee shall mean the fee payable to Author for utilization of the Software in accordance with the License.

OEM Company shall mean the licensee and contracting party to the Agreement.

OEM Company Product(s) shall mean any proprietary software product(s), application(s) or other software solution(s) that includes ParamQuery software and OEM Company makes available to its own customers and for OEM Company’s internal use.

Party shall mean OEM Company or Author individually.

Parties shall mean OEM Company and Author jointly.

Receiving Party shall mean a Party that receives information from a Disclosing Party.

Third Party or Third Parties shall mean any other party than the Parties.

Working days shall mean any day (other than Saturday, Sunday or legal holiday) on which business can be conducted.

GRANT OF LICENSE

i. Subject to this Agreement, OEM Company is granted a perpetual, non-exclusive and nontransferable License to install, use, further develop and sublicense the Software.

ii. OEM Company may produce copies of the Software necessary for lawful backup and archival purposes. Any copy of the Software made by OEM Company in accordance with the License shall contain all the proprietary notices contained in the original copy.

iii. Sublicensing of the Software is only allowed when bundled or integrated with OEM Company Product(s). OEM Company is under no circumstances allowed to transfer, rent, lease, lend, sell, copy, redistribute or sublicense the Software by itself or with other software than OEM Company Product(s) to Third Parties. Any attempt to do so is considered a material breach of this Agreement.

iv. OEM Company undertakes not to use the Software in any way that would compete with ParamQuery SDK during the term of this Agreement and for a period of five (5) years after termination.

v. OEM Company shall not modify, delete or obscure any notices of proprietary rights or any Software identification or restrictions on or in the Software found in the license-header of the code files.

vi. Author reserves all rights not expressly granted to OEM Company in this Agreement. Without limiting the generality of the foregoing, OEM Company acknowledges and agrees that: (i) except as specifically set forth in this Agreement, Author retains all rights, title and interest in and to the Software and OEM Company does not acquire any right, title, or interest to the Software except as set forth herein; (ii) any configuration or deployment of the Software shall not affect or diminish Author’s rights, title, and interest in and to the Software. Nothing in this Agreement shall limit in any way Author’s right to develop, use, license, create derivative works of, or otherwise exploit the Software, or to permit Third Parties to do so.

REDISTRIBUTABLE MODULES

The Software includes redistributable files (“redistributable modules”) intended for distribution by you to users of products you create. Subject to all provisions and conditions of this agreement, you may distribute and include the redistributable modules in your products and websites, provided that all redistributable modules are made of the original redistributable modules included in the Software or modified versions provided by the Author or modified by you. You must ensure that all JavaScript files contained in the redistributable modules are redistributed or deployed to production in minified (obfuscated) format and contain all trademarks and copyright markings.

INTELLECTUAL PROPERTY

All intellectual property rights such as but not limited to patents, trademarks, copyrights or trade secret rights related to the Software are property of the Author. You shall not modify, translate, reverse engineer, decompile or disassemble the Software or any portion of it or attempt to derive source code or create derivative works. You are not allowed to remove, alter or destroy any proprietary, trademark or copyright markings or notices related to the Software. You must not remove copyright headers, links and markings from any files included in the Software.

DISCLAIMER OF WARRANTY

YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE SOFTWARE IS AT YOUR OWN RISK AND THAT THE SOFTWARE IS PROVIDED “AS IS” WITHOUT ANY WARRANTIES OR CONDITIONS WHATSOEVER. THE AUTHOR EXPRESSLY DISCLAIMS ANY WARRANTY, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGMENT. THE AUTHOR DOES NOT WARRANT THAT THE SOFTWARE AND ITS FUNCTIONALITY, RELIABILITY AND PERFORMANCE WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE. YOU ASSUME RESPONSIBILITY FOR SELECTING THE SOFTWARE TO ACHIEVE YOUR INTENDED RESULTS, AND FOR THE USE AND THE RESULTS OBTAINED FROM THE SOFTWARE. YOU UNDERSTAND THAT THE SOFTWARE MAY PRODUCE INACCURATE OR INCOMPLETE RESULTS BECAUSE OF ERRORS WITHIN THE SOFTWARE OR FAILURES BY YOU TO PROPERLY USE THE SOFTWARE. YOU ASSUME FULL RESPONSIBILITY FOR ANY USE OF THE SOFTWARE AND BEAR THE ENTIRE RISK FOR SUCH ERROR AND FAILURES. IN NO EVENT SHALL THE AUTHOR BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OR FOR ANY DAMAGES WHATSOEVER INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, PERSONAL INJURY, LOSS OF PRIVACY OR OTHER PECUNIARY OR OTHER LOSS WHATSOEVER ARISING OUT OF USE OR INABILITY TO USE THE SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. REGARDLESS OF THE FORM OF ACTION, THE AUTHOR’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT PAYABLE BY YOU UNDER THIS AGREEMENT. THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS SHALL APPLY TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW.

DISTRIBUTION OF THE SOFTWARE

Genuine copies of the Software are available for download only from the Author’s web site. If you obtain the Software from another source we encourage you to avoid using it and replace it with a genuine copy from the Author’s web site. You are not allowed to copy or upload the Software or portions of it to other web sites or torrents. If you want to encourage others to use the Software you may do so by providing a link to the Author’s web site.

LICENSES INCLUDING SOURCE CODE

In some cases you may purchase licenses which include the source code of the Software. The source code contains the non-minimized original JavaScript, HTML & CSS files of the Software. The source code of the Software is an important intellectual property of the Author. Purchasing a license with source code does not constitute transfer of any legal ownership to the Software or its source code. You may use the source code of the Software according to the following conditions: - You may examine, debug and introduce modifications to the Software and its source code in order to provide better integration with your web sites, applications or other products. The original or modified Software must be deployed or distributed with such products only in minimized (obfuscated) format. - You are not allowed to distribute, share, disclose or otherwise make available any portion of the original or modified and non-minimized Software source code to end users or other third parties. - You agree not to use the Software and/or its source code to plan, design or develop products, libraries or other derivative work that competes with the Software.

OPEN SOURCE LIBRARIES

Software includes or is dependent upon following core and other open source libraries. These libraries may further include or dependent upon other open source libraries, the list of which can be obtained from the libraries' respective sites.

Core dependencies:

jQuery
License: MIT
http://jquery.com/

jQueryUI
License: MIT
http://jqueryui.com/


Other feature based dependencies:

jQueryUI Touch Punch (to support touch devices)
License: MIT
http://touchpunch.furf.com/

jsZip (to support export of xlsx and zip files)
License: MIT
https://stuk.github.io/jszip/

Author reserves the right to add or remove any open source dependency.

TERMINATION

The Author may terminate this agreement upon your failure to comply with all terms and conditions. As a result the Author will cancel your license(s). You must immediately stop using the Software upon termination and remove all of its components from any and all applications or other derivative work developed by you. Termination of this agreement will not limit any other rights of the Author. Any provision of this agreement that is intended to survive termination of this agreement will survive termination. Licenses canceled due to violation of the agreement are non-refundable. The termination or expiration of this agreement shall not impair any license, sublicense or maintenance contract already granted by OEM Company to any end user for the Software as incorporated into an OEM Company Product which complies with the terms and conditions of this agreement.

EXPORT REGULATIONS

The Software may be subject to export or import regulations, and you agree to comply strictly with all such laws and regulations.

If you have any questions regarding this agreement please contact us by e-mail at: support{at}paramquery{dot}com