Exhibit 10.10
Software license agreement between the Company and ICEsoft AS
COMMERCIAL SOFTWARE LICENSE
AGREEMENT 4116
ICEsoft AS
Hoyteknologisenteret
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I. INTRODUCTION
This is an Agreement between, ICEsoft AS (Licensor), owner of certain
software products, and Sideware Systems Inc. (Licensee), for the purpose of
specifying the conditions under which Licensee will use the software.
II. DEFINITIONS
"ICE Browser Lite" shall mean the proprietary software program and all
proprietary modules needed to build the software that Licensor sells as ICE
Browser Lite. Unless specifically written differently this means the CURRENT
MAJOR RELEASE of ICE Browser Lite.
The CURRENT MAJOR RELEASE is Version 1.
"Documentation" shall mean a written on-line documentation describing
the use and operation of ICE Browser Lite , together with any related supporting
documentation.
"Licensee" shall mean and include Licensee's divisions, departments,
and wholly owned subsidiaries within Licensee's organization, but shall not
include partially owned subsidiaries, affiliates, or independent third parties.
III. LICENSE GRANT
1. Licensor hereby grants to Licensee, and Licensee hereby accepts,
subject to the terms and conditions set forth in this Agreement, a
non-exclusive and nontransferable commercial License to use ICE Browser Lite
and Documentation as set forth in this Agreement. The term "commercial
License" as used in this Agreement shall mean and include:
a. the right to use the licensed copies of ICE Browser Lite in source or
binary (executable) form with the applications set forth in Exhibit B to this
Agreement;
b. the right to use, copy, market, sell, distribute, and sublicense
copies of ICE Browser Lite in binary form to third party customers of
Licensee PROVIDED this forms part of the software suites set forth in Exhibit
B and developed by Licensee. This right may be restricted or further
specified in Exhibit A where a license fee structure that may depend on
volume can be specified. If such an application is further used by a third
party customer to build new (and different) applications for sale or
redistribution then the use of ICE Browser Lite in such products will require
a new binary license between this third party and Licensor.
c. the right to use and copy ICE Browser Lite documentation for
Licensee's internal operations;
d. the right to make backup copies of ICE Browser Lite ;
e. the right to modify and enhance ICE Browser Lite as required for use
with the Applications and to interpret and render Licensee's (non-standard)
extensions to the HTML language in order to support the Applications listed
in Exhibit B.
2. In accepting the commercial License granted by Licensor, Licensee
agrees that is SHALL NOT:
a. transfer or allow the transfer of copies of source code;
b. make copies or make use of ICE Browser Lite or Documentation except as
expressly set forth in this Agreement;
c. in the case of the binary code license to attempt to disassemble or
reverse engineer ICE Browser Lite, or facilitate such attempts by third
parties. Therefore in the case of the source code license licensee shall take
all reasonable steps to protect the distributed binary code of ICE Browser
Lite, including obfuscating the code;
d. in the case of the source code license to derive a web browser capable
of interpreting and rendering documents written in a publicly available
standard other than HTML 3.2 except where explicitly specified in Exhibit A.
Any rights not expressly granted to Licensee are retained by Licensor.
IV. ITEMS PROVIDED BY LICENSOR
Upon receipt of this executed commercial License granted by Licensor and
accompanying payment, Licensor shall provide to Licensee the deliverables set
forth in Exhibit A.
V. PAYMENT BY LICENSEE
In consideration for the License granted by Licensor for the ▇▇▇ of ICE
Browser Lite as set forth herein, Licensee agrees to pay a license fee for
EACH Application set forth in Exhibit B. The License fee depends on the form
of ICE Browser Lite delivered (source form or binary form) and the intended
use by Licensee. The License fee is specified in Exhibit A. Licensor also has
the right to mention the Licensee's name as an existing customer when
promoting ICE Browser Lite. The parties can agree not to disclose such
information in Exhibit A.
All License fees payable by Licensee under this Agreement are net
of applicable taxes. Licensee is solely responsible for any taxes or assessed
fees which are or may become due by reason of this Agreement other than
Norwegian VAT or Norwegian taxes based on Licensor's income. Licensor may
from time to time at its sole discretion change the License fees and the
License fee structure to take effect for contracts signed after such a change.
VI. ENHANCEMENTS AND SUPPORT
This Agreement entitles Licensee to updates of the CURRENT MAJOR RELEASE of
ICE Browser Lite for a period of one half year. Licensee understands and
accepts that such updates are provided at the sole discretion of Licensor and
that they DO NOT INCLUDE new releases of ICE Browser Lite with new
functionality. Use of all such updates and enhancements by Licensee shall be
subject to the terms and conditions of this Agreement.
Licensor may from time to time offer enhancements to or a NEW MAJOR
RELEASE of ICE Browser Lite. Licensee may accept any update or enhancement at
the time it is offered to Licensee by paying the applicable update charge or
fee. Licensor shall have the sole discretion to determine the update fee or
charge. Use of all such updates and enhancements by Licensee shall be subject
to the terms and conditions of this Agreement.
Upon notification of errors in ICE Browser Lite, Licensor shall
respond in a timely manner indicating the estimated time to correct the
problem. Licensor will have the sole discretion to determine if a reported
problem shall be corrected and included in a future update or enhancement. If
the problem will not be corrected Licensor shall inform Licensee about this.
Licensee may agree to purchase support and/or upgrade service from
Licensor. These options and possible other special terms related to support
and maintenance shall be described in Exhibit C.
VII. TERM OF LICENSE
The term of this Agreement shall commence as of the last date this Agreement
is executed by Licensor and Licensee and shall continue for a period of 1
year from that date. Thereafter, the Agreement shall automatically be renewed
for successive 1 year terms with respect to all rights of Licensee under this
Agreement. Licensee has the right of non-renewal, in which case Licensor
shall b given written notice 30 days before a new term that the Agreement
will be terminated. The entry level license fee is a one time paid up fee for
a perpetual license.
VII. TERMINATION OF AGREEMENT
In the event of a material default by either party or such party's agent or
representative, of any material provision of this Agreement, the other party
may terminate this Agreement upon 30 days written notice, except that the
defaulting party shall have 30 days after receipt of notice of termination in
which to remedy such breach. Upon termination of the Agreement, Licensee
shall either destroy all licensed copies of ICE Browser Lite, and all backups
then in its possession, or return them to Licensor. This obligation shall
survive the termination of this Agreement.
IX. COPYRIGHT AND PROPRIETARY INFORMATION
Except as otherwise set forth herein, Licensee acknowledges that ICE Browser
Lite and all supporting documentation constitute valuable property of
Licensor and that all title and ownership rights in ICE Browser Lite and
related materials remain exclusively with Licensor.
Licensor reserves all rights with respects to ICE Browser Lite and
documentation under all applicable laws for the protection of proprietary
information, including, but not limited to, trade secrets, copyrights,
trademarks and patents. Except as otherwise provided in this Agreement,
Licensee shall not cause or permit unauthorized copying, reproduction or
disclosure of any portion of the program, or any instructions, or other
documentation, or the delivery or distribution of any part thereof to any
third person or entity, for any purpose whatsoever, without the prior written
permission of Licensor. This restriction shall continue to bind Licensee and
its agents and representatives beyond the termination of this Agreement.
X. WARRANTIES
Licensor warrants that it has the right to grant Licensee the rights granted
herein and that Licensee's use of the ICE Browser Lite and Documentation as
set forth herein will not violate any copyright, trademark, trade secret
patent or proprietary, or personal right of any third party.
ICE Browser Lite is year 2000 compliant, Licensor warrants that (i)
the Software supplied to Licensee has been designed for use before, during
and after 2000 A.D. and (ii) during such period the Software will perform
accurate and error-free processing, storage, retrieval, calculation,
sequencing and comparison of all date involving dates and same century and
multi-century formulas without change in performance arising from the advent
of 2000 A.D. This statement is made with the caveat that the underlying
runtime environment in use, including the Java virtual machine, is also year
2000 compliant.
If ICE Browser Lite should fail to work after 1st January 2000 due
to programming errors in the delivered code, this will be corrected free of
charge.
XI. LIMITATION OF WARRANTIES
Licensee understands that the statement '100 percent Pure Java' and the pure
Java logo cannot be applied to this application without a separate
certification process. Customized versions of ICE Browser Lite DERIVED FROM
SOURCE may not use the pure Java logo without a separate certification
process.
Except for the warranties in section X, Licensee accepts ICE Browser
Lite "As Is", "with all faults", and in lieu of all other warranties and
conditions, expressed or implied, including, but not limited to, those for
merchantability and fitness for a particular purpose. Licensor accepts no
responsibility for the operation or performance of the program. The entire
risk of use and consequences of use of the program falls completely on the
Licensee and Licensor shall not be liable in any respect for any claims, loss
or injury alleged to have resulted from use or in reliance on ICE Browser
Lite. In this respect, Licensee shall completely indemnify and defend for any
such claim, loss or injury as provided below. Licensee acknowledges that it
has read the foregoing disclaimers of warranty and limitation of liability
and understands that Licensee assumes the entire risk of use of the program.
Except for the Parties' obligations under Section XII, neither party
shall be liable to the other party for any loss of data, profits or income or
for special, incidental, exemplary, consequential or indirect damages of any
kind, even if the other party has been advised of the possibility of such
damages, arising out of or in connection with the product.
XII. INDEMNIFICATION
Licensor agrees to indemnify, defend and hold Licensee, its agents and
employees harmless from any and all costs, liabilities and damages (
including reasonable attorney's fees and litigation costs) caused by or
arising out of a claim brought against Licensee, its agents and employees
that ICE Browser Lite AS DELIVERED TO Licensee, infringes or misappropriates
any copyright, trademark, trade secret law or patent right, or other
intellectual property right of any third party, when used by Licensee in
accordance with the terms of this agreement; provided however that Licensee
has given Licensor prompt notice of any such claim and that Licensor is given
information, reasonable assistance and sole authority to defend or settle the
claim. Licensor shall have no liability for any settlement or compromise made
without its consent.
Licensee agrees to indemnify, defend and hold Licensor, its agents
and employees harmless from any and all costs, liabilities and damages
(including reasonable attorney's fees and litigation costs) caused by or
arising out of a claim brought against Licensor, its agents and employees
which arise directly or indirectly from Licensee's use, modification or
operation of ICE Browser Lite within the Application specified in Exhibit B
or from misconduct or misrepresentations made by Licensee relating to
Licensor, ICE Browser Lite or this Agreement; provided however that Licensor
has given Licensee prompt notice of any such claim and that Licensee is given
information, reasonable assistance and sole authority to defend or settle the
claim. Licensee shall have no liability for any settlement or compromise made
without its consent.
XII. GOVERNING LAW
This Agreement shall be subject to the laws of Norway. Licensee accepts that
any dispute related to this Agreement and/or ICE Browser Lite that cannot be
settled between the parties or by neutral arbitration, shall be submitted to
the court in Bergen, Norway.
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ICEsoft AS Sideware Systems Inc.
"signed"
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Authorized Signature Authorized Signature
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Place and Date Place and Date
Exhibit A, Software deliverables, fees and other conditions
This exhibit shall specify which software components ICEsoft AS shall supply
to Licensee and the License fee for each component. There is one such fee for
each application listed in Exhibit B. The total fee for this Agreement shall
also be stated here. Other conditions agreed between Licensee and Licensor
shall also be stated here.
Entry level ICE Browser Lite binary
License fee is US$1000. ▇▇▇▇ with cross here: X
Entry level ICE Browser Lite source
License fee is US$1000. ▇▇▇▇ with cross here: X
Entry level ECMAScript Scripter binary
License fee is US$500. ▇▇▇▇ with cross here: X
Licensee and Licensor have agreed upon a one time fee of US 0.-
dollars instead of a royalty-based clause. Licensee states that this is a
fair compensation with respect to the current estimates of his business
derived from the use of ICE Browser Lite and Licensor has no reason to
believe otherwise. Licensee will notify Licensor if this situation changes
significantly.
This paragraph defines the update of the original License Agreement
4116 between Licensee and Licensor. Exhibit A and C has been updated. Besides
this, no other changes has taken effect. Licensee has notified Licensor that
it will purchase the productes ECMAScript Sripter. Licensee and Licensor has
agreed that Licensee shall pay USD1000. - extro to upgrade the Total Annual
fee for support and upgrades.
This paragraph defines the second update of the License Agreement
4116. Licensee purchases the source code of ICE Browser Lite for USD4000-. In
addition, Licensee shall pay another USD 1000.- to upgrade the Total Annual
Fee for support and upgrades in Exhibit C. Exhibit A andC has been updated.
Besides this, no other changes have taken effect.
Total License Fee to be paid: US 5500.-dollars
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ICEsoft AS Sideware Systems Inc.
"signed" "signed"
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Authorized Signature Authorized Signature
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Place and Date Place and Date
Exhibit B, Licensed applications
ICE Browser Lite is licensed for development projects, and subsequent
redistribution (in binary code form only), with the following applications.
The applications must be described to the extent that they can be
differentiated. (Fill in and indicate if source is need for the development
project or not):
Application: Dr. Bea Source License: YES
▇▇. ▇▇▇▇ is a 100for real-time customer support for e-commerce web
sites. ▇▇. ▇▇▇▇ allows customers visiting a web site to interact with service
representatives using real-time chat and browser push. The ICE browser
component allows customers to receive web pages "pushed" from the reps. The
ICE browser component is part of the customer applet and also the CSR
(customer service representative) application.
Additional details can be provided in the space above.
For development projects with other applications than listed here
separate licensing is required.
Exhibit C, Maintenance and support
The Licensor and Licensee agrees to amend articles V. and VI. as described
below. This description shall define additional maintenance and support and
the extra fee to be paid for this service as agreed between the parties. This
fee is in addition to the fee specified in Exhibit A.
The support option:
This option will provide Licensee with priority access to Licensor's
technical department via email and/or phone contact. Licensee will receive
priority attention when filing bug reports and similarly for receiving
bug-fixes and/or workarounds. Licensee is entitled to priority attention when
submitting questions about the design and operation of the ICE Browser
software.
Licensee will purchase support from Licensor at an annual cost of US
dollar 1500.-, ▇▇▇▇ with cross here: X
The upgrades and new releases option:
This option will provide Licensee with updates and new versions including new
Major versions at no additional cost.
Licensee will purchase upgrades from Licensor at an annual cost of US
dollar 1500.-, ▇▇▇▇ with cross here: X
The Total Annual fee for support and/or upgrades is US dollar 3000.-
ICEsoft AS Sideware Systems Inc.
"signed" "signed"
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Authorized Signature Authorized Signature
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Place and Date Place and Date