| Computer Software License Agreement |
| |
| Flagship Industries, Inc. |
| P.O. Box 198 |
| Maryville, Illinois 62062 |
| |
| This is a computer software license agreement entered into |
| between Flagship Industries, Inc. ("Flagship") and |
| ________________________________ ("User") for the use of Ventrilo |
| 2.0 Software, an internet-based communication software. Flagship |
| hereby grants to the User a non-exclusive license to use the |
| software in accordance with the terms of this agreement. As |
| consideration for said license, the User agrees as follows: |
| |
| 1. Reservation of rights. All rights not expressly granted to |
| the User by this License Agreement are reserved by Flagship. |
| |
| 2. Disassembly. The User understands and agrees that it shall |
| not copy the program into any machine-readable or printed form, |
| except for archival or for back-up purposed in accordance with |
| the terms of this Agreement. The User will not reverse engineer, |
| decompile, disassemble, translate, merge into another computer |
| program or otherwise modify the software. |
| |
| 3. Transfer of software. The User will not sublicense, assign, |
| or transfer the license, the software, or any rights under this |
| Agreement without the prior written consent of Flagship. |
| |
| 4. Non-disclosure. The User, its employees and agents will |
| hold the software in trust and confidence and shall not disclose |
| the source code or other confidential information received |
| through use of the software. |
| |
| 5. Fees. A corporation or home user may use the software to |
| host its own server, without a fee, provided it does not charge |
| for its use directly or indirectly. Any home server, business, |
| or corporation that charges for use of its server, directly or |
| indirectly, shall be subject to licensing fees. Inclusion of a |
| Ventrilo server as part of any rental or membership package shall |
| be subject to a licensing fee which is calculated for servers |
| which are configured to handle a maximum number of clients at any |
| one time ("Maxclients") as US$0.10 multiplied by the number of |
| servers multiplied by the number of Maxclients per server |
| utilizing the Ventrilo software. |
| |
| As of the date of signing this Agreement User has _____ servers |
| each configured for _____________ Maxclients, resulting in an |
| initial licensing fee of US$__________________. User shall |
| immediately report to Flagship any change in the number of |
| servers or Maxclients in its system and its MONTHLY fee shall be |
| adjusted accordingly at the beginning of the next month. |
| |
| 6. Updates and new versions. In the event that updates or new |
| versions of the software are developed, Licensor may at its |
| discretion, make updates and new versions available to the User |
| upon payment of a fee. Flagship may require the return of the |
| original software to Flagship, or require that the User |
| discontinue use of older versions of the software. If software |
| is updated and made available to the User, the User may use the |
| update only in accordance with the terms and conditions of this |
| Agreement. |
| |
| 7. This Agreement is effective upon opening of the software |
| package, or its initial use if downloaded, and shall continue, |
| unless terminated earlier in accordance with the terms herein. |
| The User may terminate this Agreement at any time by returning |
| the software and all copies and extracts therefrom to Flagship. |
| |
| 8. Limited Warranty; Limitation of liability. Flagship |
| warrants only that the software shall perform substantially in |
| accordance with accompanying documentation under normal use for |
| the period the license is valid. The entire and exclusive |
| liability and remedy for breach of this Limited Warranty shall |
| be, at Flagship's discretion, either (1) refund the used portion |
| of any prepaid fee after notifying Flagship of a material defect |
| or (2) electronically update defective software with corrected |
| software to eliminate a defect. The User shall assume |
| responsibility for the selection of the software and for the |
| installation, use, and results obtained from the software. The |
| entire risk as to the quality and performance of the software is |
| borne by the User. |
| FLAGSHIP EXPRESSLY DISCLAIMS THE IMPLIED WARRANTIES OF TITLE, NON- |
| INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR |
| PURPOSE. THERE IS NO WARRANTY OR GUARANTEE THAT THE OPERATION OF |
| THE SOFTWARE WILL BE UNINTERRUPTED, ERROR-FREE, OR VIRUS-FREE, OR |
| THAT THE SOFTWARE WILL MEET ANY PARTICULAR CRITERIA OF |
| PERFORMANCE OR QUALITY EXCEPT AS EXPRESSLY PROVIDED IN THE |
| LIMITED WARRANTY. |
| |
| No action for the above Limited Warranty may be commenced after |
| one (1) year following the expiration date of the warranty. IF |
| IMPLIED WARRANTIES MAY NOT BE DISCLAIMED UNDER APPLICABLE LAY, |
| THEN ANY IMPLIED WARRANTIES ARE LIMITED IN DURATION TO NINETY |
| (90) DAYS FROM THE DATE THE SOFTWARE IN QUESTION WAS FIRST |
| SUPPLIED TO CUSTOMER. If a limitation is not allowed, the above |
| limitation may not apply to the User. |
| |
| 9. Jurisdiction and Venue. This Agreement and the terms herein |
| shall be governed by the laws of the state of Illinois. All |
| disputes hereunder shall be resolved in Madison County, Illinois. |
| |
| 10. Miscellaneous. This Agreement constitutes the entire |
| understanding of the parties, and merges all prior |
| communications, representations, and agreements. This Agreement |
| may be modified only by a written agreement signed by both |
| parties. If any provision of this Agreement is held invalid or |
| unenforceable for any reason, such invalidity of unenforceability |
| shall not affect any of the remaining provisions of this |
| Agreement. |
| |
| Agreed this _____ day of __________________, 20____. |
| |
| FLAGSHIP INDUSTRIES, INC. USER |
| |
| |
| By: __________________________ By:__________________________ |
| Brian Knapp, President |
| |
| |
| __________________________ |
| (Print Name) |
| |
| |
| __________________________ |
| (Address) |
| |
| |
| __________________________ |