Picodoc, Inc.
© Copyright 2002 Picodoc Inc.

License Agreement

Use in part or in whole of this software implies entire acceptance of the following terms and conditions. The numbered headings used in this agreement are provided for convenience only and shall not be used to construe meaning or intent.

Picodoc Inc. (the "Owner"), Oakville, Ontario, Canada and the user (the "Licensee") of picoBASIC(tm) Integer Edition (the "Software"), hereby agree to the following:

1. Evaluation License Agreement:
The Owner grants to the Licensee a non-exclusive, royalty-free license to use the "evaluation" and/or "beta" versions of the Software for the purposes of assessing its suitability for subsequent license purchase. All other terms and conditions that follow remain in effect for both evaluation and licensed versions.

2. License
The Owner grants to the Licensee a non-exclusive, royalty-free, non-transferable license to use the Software and its documentation in accordance with this agreement. This license allows the use of the Software by a single individual only. Licensee shall not copy, modify, duplicate, reproduce, distribute, license or sublicense the Software or transfer or convey any right in the Software except to make a single backup copy for the Licensee's own personal use. Picodoc Incorporated retains sole title, all rights, and full ownership of the Software and associated documentation and promotional materials. U.S. and Canadian copyright laws and international treaty provisions protect this ownership.

The Owner grants the Licensee the right to develop and distribute knowledge bases created using the Software. Such knowledge bases may be distributed on a royalty-free basis, electronically or in machine-readable form.

3. Restrictions
Modification, de-compilation, reverse engineering, or obfuscation of the Software, or inclusion of the Software in other products is strictly prohibited. The Software is the intellectual property solely of the Owner at all times.

No right to receive enhancements or updates to the Software or associated documentation is granted to the Licensee. The Licensee at the Owner’s then-current prices and conditions may obtain such enhancements or updates, if and when they become available. No right to receive technical support from the Owner is granted to the Licensee.

4. Fee
In consideration for the granting of the license and the use of the Software, the Licensee agrees to pay the Owner the then-current license fee for the Software as specified by the Owner. Price and availability are subject to change without notice.

5. Warranty of Functionality
For a period of twelve (12) months following delivery of the Software to the Licensee (the "Warranty Period"), the Owner warrants that the Software shall perform in all material respects according to the Owner's specifications. In the event of any alleged breach of this warranty, the Licensee shall promptly notify the Owner. The Licensee's sole remedy shall be that the Owner shall correct the Software to bring it into accordance with the Owner's specifications. The Owner makes no warranty or representation that the Software will meet the Licensee's requirements or those of any third parties. The Owner makes no warranty or representation to the Licensee that the Software will be free of defects or errors.

6. Warranty Disclaimer
THE OWNER WARRANTIES SET FORTH IN THIS AGREEMENT ARE EXCLUSIVE AND ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

7. Limitation of Liability
The Owner shall not be responsible for any amount of incidental, consequential or other indirect damages, whether based on lost revenue or otherwise, regardless of whether the Owner was advised of the possibility of such losses in advance. In no event shall the Owner's total liability hereunder exceed the amount of license fees paid by the Licensee, regardless of whether the Licensee's claim is based on contract, tort, strict liability, product liability or otherwise.

8. Governing Law
This agreement shall be construed and enforced in accordance with the laws of the province of Ontario, Canada.

9. Severability
If any term or condition of this agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then this agreement, including all remaining provisions, will remain in full effect as if such unenforceable provision had never been included in the agreement.

10. No Assignment
The Licensee may assign neither this agreement nor any interest in this agreement.

11. Final Agreement
This agreement terminates and supercedes all prior understandings or agreements on the subject matter hereof. Only a further writing that is duly executed by both parties may modify this agreement.




©2002 Picodoc, Inc.  All rights reserved.