Software Licensing Agreement

This agreement is entered into by and between Essential~Solutions, LLP ("Licensor") a Washington Liability Company having it's principal place of business at Kennewick, Washington, and the undersigned customer ("Licensee") and shall determine the rights and licenses granted to the Licensee in the Licensed Software (defined below) supplied by Licensor.

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  1. Definitions:
    1. "Licensed Product" shall mean collectively the Licensed Software and Licensed Documentation, both terms being defined below.
    2. "Licensed Software" or "Software" shall mean the Kid Compass Database Productsİ Application, including all updates, customizations, revisions and maintenance releases relating thereto.
    3. "Licensed Documentation" shall mean all documentation other than the Licensed Software that is related to said Software.
    4. "License Fees" shall mean the initial base charge for the Software.
    5. "Use" shall mean the reading into and out of memory of the Licensed Software and the execution of such Software by the Licensee.

  2. License:
      Subject to the payment of the License Fees by Licensee to Licensor, Licensor hereby grants to Licensee a personal, nonexclusive and nontransferable license to use the Licensed Product during the term of this agreement. Licensee may make backup copies of the Software for it's own use. Title to and all rights of ownership in the Licensed Product and all copies of all or any part of them shall remain with Licensor, it being understood that the Licensed Products contain and are comprised of Licensor's trade secrets and other proprietary and confidential information. Licensee shall not sell, lease, give, lend, transfer or otherwise distribute all or any portion of the Licensed Product. The Licensed Product is protected in its entirety by copyright laws.

      This license agreement shall remain in full force and effect unless and until licensee breaches any provision of this agreement. Breach of any portion of this agreement by Licensee shall immediately terminate and cancel all licenses granted hereunder.

  3. License Fees, Customization Charges and Taxes:
    1. The License Fees and charges for the license herein granted to the Licensee shall be the then current fees and charges in effect at the time of Licensor's acceptance of this agreement.
    2. Unless otherwise stated on a billing or invoice, the license fees, charges, taxes and other applicable charges shall be due and payable within 30 days after Licensee's receipt of a billing. A late payment charge equal to the lesser of 1.5 percent per month or the applicable legal rate shall apply to pas due accounts. In the event legal proceedings are brought to enforce any provision of this agreement, the prevailing party shall be entitled to recover its attorney fees.

  4. Protection of Licensed Product:
    1. Licensee acknowledges and agrees that the Licensed Product and all permitted copies thereof are Licensor's exclusive property and constitute a valuable trade secret of Licensor. Licensee may not disclose or make available to third parties the Licensed Product or any portion thereof without Licensor's prior written approval.
    2. Upon terminations, Licensee shall immediately return the Licensed Product and all copies thereof to Licensor.

  5. Reproduction and Modification of Licensed Product:
    1. Licensee may reproduce the Licensed Software for use only by Licensee. All copies of the Licensed Software shall contain all of Licensor's restrictive and proprietary notices as they appear in Licensed Software provided by Licensor.
    2. Licensee may modify the Licensed Software and merge it into existing software, provided such modified software and resulting merged software shall be deemed to be Licensed Product, subject to all the terms and conditions hereof.

  6. Services:
      Licensee shall have the sole and exclusive responsibility for the selection, installation and use of the Licensed Product. Licensor may provide Licensee with technical support and services under the terms of a separate agreement.

  7. Limited Warranty:
      If the disks or other medium on which the Licensed Products are stored shall prove to be defective, they will be replaced free of charge for a period of 90 days after date of purchase. Licensee may obtain replacement disks by returning the defective disks to the Licensor. Accompanying the disks should be a written request carefully explaining the problem being experienced.

  8. Warranty Disclaimer:
      EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT, THE LICENSED PRODUCT INCLUDING ALL RELATED SERVICES AND MATERIALS IS PROVIDED ON AN "AS IS" BASIS AND THERE ARE NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. LICENSEEE SHALL BE SOLELY RESPONSIBLE FOR THE SELECTION, USE, EFFICIENCY AND SUITABILITIY OF THE LICENSED PRODUCT AND THE LICENSEE'S CPU AND LICENSOR SHALL HAVE NO LIABILITY THEREFOR. NOTWITHSTANDING EXTENSIVE TESTING, MISTAKES, "BUGS", ERRORS OR PROGRAM LIMITATIONS MAY BE FOUND.

      THE LIMITED WARRANTY PROVISIONS CONTAINED HEREIN GIVE LICENSEE SPECIFIC LEGAL RIGHTS, WHICH VARY FROM STATE TO STATE. CERTAIN LIMITATIONS ON IMPLIED WARRANTIES MAY NOT APPLY TO LICENSEE AND LICENSEE MAY HAVE OTHER RIGHTS AS WELL.

  9. Limitation of Liability:
    1. IN NO EVENT SHALL LICENSOR BE LIABLE TO LICENSEE FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES OR LOST PROFITS ARISING OUT OF OR RELATED TO THIS LICENSE AGREEMENT OR THE PERFORMANCE OR BREACH HEREOF, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. LICENSOR'S LIABILITY TO LICENSEE HEREUNDER, IF ANY, SHALL IN NO EVENT EXCEED THE TOTAL OF THE LICENSE FEES PAID TO LICENSOR HEREUNDER BY LICENSEE.
    2. IN NO EVENT SHALL LICENSOR BE LIABLE TO LICENSEE FOR ANY DAMAGES RESULTING FROM OR ERLTATED TO ANY FAILURE OF THE SOFTWARE PRODUCTS, INCLUDING, BUT NOT LIMITED TO LOSS OF DATA, OR DELAY OF LICENSOR IN THE DELIEVERY OF THE LICENSED PRODUCT OR IN THE PERFORMANCE OF SERVICES UNDER THIS LICENSE AGREEMENT OR RELATED AGREEMENTS.
    3. SOME STATES DO NOT ALLOW LIABILITY LIMITATIONS FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES; HENCE, CERTAIN OF THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO LICENSEE.

  10. General:
    1. The effective date of this Agreement shall be upon execution thereof by Licensee and acceptance thereof by an authorized representative of Licensor.
    2. Any claim arising out of or related to this Agreement must be brought not later than one year after it has accrued.
    3. This Agreement is the sole agreement between the parties relating to the subject matter hereof and supersedes all prior understandings, writings, proposals, representations or communications, oral or written, of either party. Only a writing executed by the authorized representative of both parties may amend this Agreement. If any provision of this Agreement were deemed unenforceable under applicable law, said provision would be deemed to be excised from this Agreement with all other provisions remaining in full force and effect.
    4. This Agreement and the licenses granted hereunder may not be transferred or assigned by Licensee without the prior written consent of Licensor. This Agreement shall not limit Licensor's rights under any copyright, patent, trademark, trade secret or other related law.
    5. This Agreement shall be interpreted in accordance with the substantive laws of the State of Washington.
    6. The signatures below evidence the agreement and acceptance by the parties hereto of all of the terms and conditions contained herein. Each signatory hereto warrants that he or she is authorized and has full authority to execute this document on behalf of the parties hereto.
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