WritePad SDK Evaluation
To request the WritePad SDK evaluation, please read the WritePad SDK Evaluation Agreement and submit the required information below. After the information is submitted, WritePad SDK download instructions will be emailed to you. If yo have any questions, please feel free to contact us.
WritePad SDK Evaluation Agreement
This WritePad SDK License Agreement (“Agreement”) is made and entered into on Sep 22, 2018 ("Effective Date"), by and between PhatWare Corp., a Delaware company located at 1314 S. Grand Blvd, Ste. 2-175 Spokane, WA 99202 ("PhatWare"), and Licensee.
PhatWare has developed certain computer software more fully described in Exhibit A attached hereto (the "Software") and provides such Software to Licensee subject to Licensee’s agreement to the terms hereunder. This is an application development license only, and Licensee has no rights hereunder to market, license or distribute in any manner applications developed with the Software or that contain any portion of the Software without a separate written agreement with PhatWare.
- Grant of License. Subject to the terms and conditions of this Agreement, PhatWare hereby grants to Licensee a royalty-free, non-exclusive, non-transferable and revocable license to use the Software only for development and testing of software applications only with the operating system specified in Exhibit B attached hereto, only in the location specified in Exhibit B and only for the term of this Agreement. Only when incorporated into an application developed with the Software, Licensee may make up to five (5) copies of the object code libraries identified in the product documentation as distributed components solely for internal application testing purposes or for direct demonstration of the application to prospective customers.
- Limitations. Licensee shall not offer for sale, sell, license, sublicense, distribute or transmit such applications, the Software, or any portion thereof incorporated into such applications without obtaining the appropriate distribution license from PhatWare. Licensee shall not modify, disassemble, decompile, reverse engineer, rent, lease, loan or transfer the Software. Licensee shall not make any copies of the Software except as necessary to use the Software in accordance with this Agreement.
- Confidential Obligations. Licensee agrees to hold the Software and any features, output produced by, and other information in writing relating to the Software which is marked as confidential (collectively referred to as the "Confidential Information") in strict confidence for a period of two years and not to disclose the Confidential Information in whole or in part to any third party or any person other than Licensee's employees whose job performance requires access to the Confidential Information. Licensee will ensure that any person permitted access to the Confidential Information has signed a written non-disclosure agreement and does not disclose or provide the Confidential Information to others. Licensee agrees to employ all reasonable steps to protect the Confidential Information from unauthorized or inadvertent disclosure or unauthorized use, including but not limited to all steps that it takes to protect its own information that it considers proprietary and trade secret.
- Exceptions. Licensee shall have no obligation to maintain confidentiality of any information which (a) is or becomes part of the public domain through no act or omission of Licensee; (b) was in Licensee's lawful possession prior to the disclosure and had not been obtained by Licensee either directly or indirectly from PhatWare; (c) is lawfully disclosed to Licensee by a third party without restriction on disclosure; or (d) is independently developed by Licensee without use of any Confidential Information.
WARRANTY, LIMITATION OF LIABILITY AND INDEMNIFICATION
- Limited Software Warranty. PhatWare warrants only to Licensee the following for a period of thirty (30) days after shipment: (i) the media on which the Software is furnished will be free of defects in materials and workmanship; (ii) that the Software will perform substantially in accordance with the functional description provided in the accompanying documentation. Licensee’s exclusive remedy, and PhatWare’s entire liability under this limited warranty, shall be, at PhatWare’s option, to repair or replace the Software as appropriate.
- Disclaimer. THE EXPRESS WARRANTY SET FORTH ABOVE CONSTITUTES THE ONLY WARRANTY WITH RESPECT TO THE SOFTWARE. PHATWARE MAKES AND LICENSEE RECEIVES NO OTHER REPRESENTATION OR WARRANTY OF ANY KIND WHETHER EXPRESS OR IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW) WITH RESPECT TO THE SOFTWARE. PHATWARE EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. PHATWARE DOES NOT WARRANT THAT THE SOFTWARE IS ERROR-FREE OR THAT OPERATION OF THE SOFTWARE WILL BE SECURE OR UNINTERRUPTED. PHATWARE EXERCISES NO CONTROL OVER AND EXPRESSLY DISCLAIMS ANY RESPONSIBILITY FOR OR LIABILITY ARISING OUT OF OR BASED UPON VALUE OR CONTENT OF INFORMATION TRANSMITTED, OR THE RESULTS OR EFFECT OF SUCH TRANSMISSION, BY ANY PARTY USING THE SOFTWARE.
- Limitation of Liability. IN NO EVENT SHALL PHATWARE BE LIABLE TO LICENSEE OR ANY OTHER PARTY FOR DAMAGES OF ANY KIND ARISING FROM USE OF THE SOFTWARE, WHETHER RESULTING FROM A TORT (INCLUDING NEGLIGENCE) BREACH OF CONTRACT OR OTHER FORM OF ACTION, INCLUDING BUT NOT LIMITED TO DIRECT, INDIRECT, SPECIAL, INCIDENTAL AND CONSEQUENTIAL DAMAGES OF ANY KIND ARISING IN ANY WAY OUT OF THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. Licensee expressly assumes all responsibility for any damages, lost data, lost profits and other consequential damages that may result in any way related to this Agreement, including without limitation, use of the Software.
- Indemnification. PhatWare shall, at its expense, indemnify and hold Licensee harmless from and against any award of damages or PhatWare-approved settlement arising from a claim based on an allegation that the Software infringes a third party’s US patent or copyright, provided that: (i) Licensee promptly gives PhatWare written notice of the claim; (ii) Licensee provides all reasonable assistance in the defense of the claim; and (iii) PhatWare controls the defense or settlement of the claim. If a permanent injunction is obtained against the use of the Software or if, in PhatWare’s opinion, such an injunction is likely to be obtained, PhatWare may, at its sole option, obtain the right to continued use of the Software, substitute other equivalent software, or modify the Software so it is no longer infringing. The foregoing indemnity does not apply to any infringement claim arising if the Software: (i) has been modified by parties other than PhatWare; (ii) has been used in conjunction with other software and/or hardware which gives rise to an infringement claim if the use of the Software alone would not give rise to such infringing situation; or (iii) is other than the most current version if use of such current version would have avoided the infringing situation. THE FOREGOING SECTION SETS FORTH THE ENTIRE LIABILITY OF PHATWARE AND LICENSEE’S SOLE REMEDIES FOR INFRINGEMENT AND ALLEGATIONS OF INFRINGEMENT.
OWNERSHIP OF SOFTWARE
- Ownership. Licensee acknowledges and agrees that all right, title, and interest in and to the Software, including without limitation any and all copyrights, patents, patent applications, trade secrets, and other intellectual property rights embodied therein, are and shall at all times remain the sole and exclusive property of PhatWare. Licensee further agrees that it shall not earn or otherwise acquire any rights or licenses under any copyrights, patents, trade secrets, trademarks or other intellectual property on account of this Agreement or Licensee's performance Exhibit hereunder.
- Assignment. Licensee is under no obligation to make suggestions for change and improvement; however, if Licensee does make any such suggestions, Licensee agrees to promptly disclose and hereby assigns to PhatWare any such suggestions for change and improvement to any of the Software and to assist PhatWare, at PhatWare’s expense, in obtaining intellectual property protection relating to such suggestions as PhatWare may reasonably require.
FEES AND ENGINEERING SUPPORT
- The fee for the license provided hereunder is specified in Exhibit B. Exhibit B also specifies how many hours, if any, of engineering support are included with this fee. If the support option is included, the specified amount of hours of telephone or email engineering support on a best efforts basis will be provided during effective time of this Agreement or if the purchased support limit is reached. Telephone and email contact information will be provided to you. Additional engineering support is available at the then-current rate, subject to availability.
TERM AND TERMINATION
- The term of this Agreement is one (1) year unless extended by mutual agreement. PhatWare may terminate this Agreement at any time if Licensee breaches any material term or condition of this Agreement and fails to cure such breach within ten (10) days upon receipt of written notice of breach.
RETURN OF PRODUCTS
- Upon expiration or termination, or unless Licensee otherwise licenses the Software for distribution, the rights and licenses granted to Licensee hereunder with respect to the Software shall automatically terminate. Licensee shall, within five (5) days of expiration or termination, ship to PhatWare or destroy (including purging from any system or storage media) all copies of the Software and any other Confidential Information relating thereto. A duly authorized representative of Licensee shall certify to PhatWare that all copies of the Software and Confidential Information relating thereto have been returned to PhatWare or destroyed.
- Injunctive Relief. Licensee acknowledges that any unauthorized disclosure or use of the Software and/or Confidential Information would cause irreparable harm and significant injury to PhatWare which could not be adequately compensated by monetary damages. Accordingly, Licensee agrees that PhatWare shall have the right to an immediate injunction due to any breach of this Agreement with respect to the intellectual property rights or the Confidential Information of PhatWare, in addition to any other remedies that may be available to PhatWare at law or in equity.
- Survival. The provisions of Sections 2, 4, 5, and 7 shall survive the expiration or termination of this Agreement.
- Governing Law. This Agreement shall be governed by and construed in accordance with the laws of California, excluding that body of law known as choice of law. Licensee hereby consents to the personal and exclusive jurisdiction and venue of the northern district of California federal and state courts, as applicable.
- Severability. If any provision of this Agreement shall be held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions of the Agreement shall remain in full force and effect, and the provision or portion thereof affected shall be construed so as to be enforceable to the maximum extent permissible by law.
- Entire Agreement. This Agreement and the attached exhibits constitute the entire agreement and understanding of the parties regarding the subject matter hereof and may not be modified except by written instrument signed by an authorized representative of each party.
- No Assignment. This Agreement may not be assigned by Licensee without the prior written consent of PhatWare, and any attempt to assign without such consent shall be null and void.
WritePad SDK is now on github! To access the SDK, please visit github.com/phatware/WritePadSDK