WinWrap® Basic - VBA and VB.NET compatible scripting for Windows COM & .NET applications
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WinWrap® Basic Source License (add-on)

WINWRAP® BASIC V10 SOURCE CODE LICENSE AGREEMENT (ADD-ON)

READ THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT CAREFULLY BEFORE SIGNING IT. THIS LICENSE CONCERNS SOURCE CODE, REDISTRIBUTABLES AND THE ACCOMPANYING USER DOCUMENTATION CONCERNING THE SOFTWARE. ALL SOFTWARE IS COPYRIGHTED AND LICENSED (NOT SOLD). THIS LICENSE AGREEMENT REPRESENTS THE ENTIRE AGREEMENT CONCERNING THE SOURCE CODE BETWEEN YOU AND POLAR ENGINEERING AND CONSULTING (REFERRED TO AS "LICENSOR"), AND IT SUPERSEDES ANY PRIOR PROPOSAL, REPRESENTATION, OR UNDERSTANDING BETWEEN THE PARTIES.

1. License Grant. Licensor hereby grants to you, and you accept, a nonexclusive license to use the WinWrap® Basic source code contained therein (collectively referred to as the "Software"), computer programs contained therein in machine-readable, object code form only and the accompanying User Documentation, only as authorized in this License Agreement. Upon loading the Licensor's Software into your computer, you may retain the Licensor's Software for backup purposes. You may also print one hard copy. Any and all such copies of the Licensor's Software shall include Licensor's proprietary notices and the copyright notice in the form (c) 1993-2010 Polar Engineering and Consulting. Except as authorized under this paragraph, no copies of the Source Code or any portions thereof may be made by you or any person under your authority or control. This license does NOT grant the Licensee the right to redistribute the Licensor's Software or any modifications. This license requires that the licensee maintain compliance with all the terms and conditions of previously agreed to WinWrap® Basic V10 License Agreement.

2. Licensor's Rights. You acknowledge and agree that the Licensor's Software and the User's Manual are proprietary products protected under U.S. copyright law. You further acknowledge and agree that all right, title, and interest in and to the Licensor's Software, including associated intellectual property rights, are and shall remain with Licensor and Polar Engineering and Consulting. This License Agreement does not convey to you an interest in or to the Licensor's Software, but only a limited right of use revocable in accordance with the terms of this License Agreement. All rights not expressly granted under this agreement are reserved by the licensor of the Licensor's Software.

3. License Fee. The license fees are due annually. The licensee's annual license fee date is the order date for the first WinWrap® Basic certificate. Interest of 1% per month shall accrue on overdue balances. Fees subject to change with 12 months notice. Fees set at the prevailing rate for new customers.

4. Term. You may terminate this License Agreement at any time by returning the Source Code and all your copies thereof and extracts therefrom to Licensor. There is no refund of fees upon termination. Licensor may terminate this License Agreement upon the breach by you of any term hereof. Upon such termination by Licensor, you agree to return to Licensor the Source Code and all copies and portions thereof.

5. Source Code Updates. Upon release of a new object code version of WinWrap® Basic v10, Licensor agrees to provide you with a new version of the source code within two weeks of the object code release. Code regarding certificate verification is provided in object form only.

6. Limited Warranties. Licensor warrants, for your benefit alone, for a period of 90 days from the date of commencement of this License Agreement (referred to as the "Warranty Period") that the Source Code zip file in which the Software is contained are free from defects in material and workmanship. If during the Warranty Period, a defect in the Source Code appears, you may return the Source Code to Licensor for either replacement or, if so elected by Licensor, refund of amounts paid by you under this License Agreement. You agree that the foregoing constitutes your sole and exclusive remedy for breach by Licensor of any warranties made under this Agreement. EXCEPT FOR THE WARRANTIES SET FORTH ABOVE, THE SOURCE CODE, AND THE SOFTWARE CONTAINED THEREIN, ARE LICENSED "AS IS," AND LICENSOR DISCLAIMS ANY AND ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. YOU, THE LICENSEE, ARE ASSUMING THE ENTIRE RISK AS TO THE QUALITY OF PERFORMANCE WITH RESPECT TO THE SOURCE CODE AND THE SOFTWARE CONTAINED THEREIN, EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT.

7. Limitation of Liability. LICENSOR'S CUMULATIVE LIABILITY TO YOU OR ANY OTHER PARTY FOR ANY LOSS OR DAMAGES RESULTING FROM ANY CLAIMS, DEMANDS, OR ACTIONS ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE LICENSE FEE PAID TO LICENSOR FOR THE USE OF THE SOURCE CODE. IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS), EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

8. Trademark. WINWRAP, and the associated Design Mark are trademarks of Licensor. No right, license, or interest to such trademarks is granted hereunder, and you agree that no such right, license, or interest shall be asserted by you with respect to such trademarks.

9. Notice to Federal Government Customers. The Source Code is commercial computer software under Federal Acquisition regulations, and is provided only under the Restricted Rights of the Federal Acquisition Regulations applicable to commercial computer software provided at private expense. The use, duplication, or disclosure by the Government is subject to restrictions set forth in subdivision (c)(i)(ii) of the Rights in Technical Data and Computer Software clause at 252.227-7013.

10. Governing Law. This License Agreement shall be construed and governed in accordance with the laws of the State of Alaska.

11. Costs of Litigation. If any action is brought by either party to this License Agreement against the other party regarding the subject matter hereof, the prevailing party shall be entitled to recover, in addition to any other relief granted, reasonable attorney fees and expenses of litigation.

12. Entire Agreement. This License Agreement constitutes the entire agreement and understanding between the parties and supersedes any prior agreements, representations, or understandings, whether oral or written, relating to the Source Code.

13. Severability. Should any term of this License Agreement be declared void or unenforceable by any court of competent jurisdiction, such declaration shall have no effect on the remaining terms hereof.

14. No Waiver. The failure of either party to enforce any rights granted hereunder or to take action against the other party in the event of any breach hereunder shall not be deemed a waiver by that party as to subsequent enforcement of rights or subsequent actions in the event of future breaches.

Agreed to by:  
Licensor: Licensee:
Thomas C. Bennett__________________ ______________________________
Name Name
Director__________________________ __________________________________
Title Title
Polar Engineering and Consulting______ __________________________________
Representing Representing
__________________________________ __________________________________
Signature Signature
__________________________________ __________________________________
Date Date

NON-DISCLOSURE AGREEMENT

This Agreement is effective the _________ day of _________________, _______, between Polar Engineering and Consulting, having a place of business at 48342 RJ Avenue, Nikiski, AK 99635, USA (hereinafter called "POLAR ENGINEERING"), and _____________________________, an employee of _______________________________ (hereinafter called "EMPLOYEE").

WHEREAS, POLAR ENGINEERING has certain confidential information relating to WinWrap Basic Windows source code, which it desires to disclose to EMPLOYEE and EMPLOYEE is willing to accept such information confidentially and as limited herein.

WHEREAS, POLAR ENGINEERING has certain confidential information relating to its financial performance and operations or unannounced POLAR ENGINEERING retail OEM products and specific software technology, including products referred to as WinWrap Basic Windows source code, which it desires to disclose to EMPLOYEE and EMPLOYEE is willing to accept such information confidentially and as limited herein, providing such information is clearly identified as confidential, pursuant to Paragraph 2, below, at the time of disclosure.

NOW THEREFORE, the parties agree as follows:

  1. Each party shall be the "DISCLOSING PARTY" with respect to its information and the "RECEIVING PARTY" with respect to the information received from the other party.
  2. "Confidential Information" is defined as any information disclosed for discussion purposes, to the RECEIVING PARTY by the DISCLOSING PARTY orally or in writing or in model form relating to the above identified subject area which is clearly identified at the time of disclosure as being "Confidential" or "Proprietary." Information transmitted in writing or in model form must be clearly marked "Confidential" (or similar designation) in order for it to be considered "Confidential Information" under this Agreement. Information transmitted orally and identified at that time as being confidential shall be considered as "Confidential Information" if it is reduced to writing, marked "Confidential" (or similar designation) and transmitted to the RECEIVING PARTY within thirty (30) days after the oral transmission.
  3. Unless otherwise expressly authorized by the DISCLOSING PARTY, the RECEIVING PARTY agrees to retain "Confidential Information" in confidence for a period of five (5) years from the date of receipt of the "Confidential Information" and not to disclose the "Confidential Information" to any third party during such period and not to use the "Confidential Information" for any purpose other than the aforesaid discussion purposes.
  4. The RECEIVING PARTY shall use best efforts to limit dissemination of the information to such of its employees who have a need to know for the aforesaid discussion purposes.
  5. Not withstanding any other provision of this Agreement, POLAR ENGINEERING and EMPLOYEE acknowledge that "Confidential Information" shall not include any information which:
    • (a) Is or becomes publicly known through no wrongful act on the RECEIVING PARTY's part or
    • (b) Is already known to the RECEIVING PARTY at the time of disclosure as evidenced by written documents or
    • (c) Is rightfully received by the RECEIVING PARTY from a third party without breach of this Agreement or
    • (d) Is furnished to a third party by the DISCLOSING PARTY without a similar restriction on the third party's rights or
    • (e) Is explicitly approved for release by written authorization of the DISCLOSING PARTY or
    • (f) Is independently developed by the RECEIVING PARTY without use of the "Confidential Information".
  6. No license express or implied in the "Confidential Information" is granted to the RECEIVING PARTY other than to use the information in the manner and to the extent authorized by this Agreement.

IN WITNESS WHEREOF the parties have caused this Agreement to be executed by their duly authorized representatives.

POLAR ENGINEERING EMPLOYEE (of LICENSEE)
Thomas C. Bennett_________________ __________________________________
(printed name) (printed name)
__________________________________ __________________________________
(signature) (signature)
Director___________________________ __________________________________
(title) (title)
Polar Engineering and Consulting______ __________________________________
(company) (company)