Software License

This source code license agreement is by and between Jalapeno Labs (“Software Provider”) and Jalapeno Lab’s customers who have purchased or have been gifted software code based products (“Licensee”).

This agreement shall begin on the date of purchase or gifting.

Software Covered

This agreement covers the access and use of the source code for the software purchased or gifted, hereafter known as the “Software.”

Grant

Both the Licensee and Software Provider agree to adhere to the following conditions.

The Software Provider has granted, with acceptance of this source code license agreement, one total license per purchase to be used as permitted. These licenses shall be considered perpetual and non-transferable. The licenses granted may be used by the Licensee as well as any employees and subcontractors providing services for the Licensee.

Throughout this agreement, “Software” shall be defined as all source codes, object codes, link libraries, utility programs, project files, and scripts related to the software listed above. The Software shall remain the intellectual property of the Software Provider at all times.

In consideration of all conditions contained within this contract, the Licensee shall have the nonexclusive and nontransferable rights as stated below. The Licensee will hold the right to incorporate the dynamic and statically linked libraries that the Software Provider has developed. Furthermore, the Licensee will have the ability to make and distribute an unlimited number of copies of the libraries mentioned above.

Restrictions

Unless prior written consent has been obtained from the Software Owner, the following shall not be allowed:

• Disclosure of any source codes pertaining to the software to any additional parties not included in this agreement.
• Any distribution of the software by the Licensee that is not conducted with approval from the Software Provider.
• Alteration or removal of any notices in or on the software or within the documentation included within the software.
• The distribution of any source codes, header files, or make files of the software.

Warranties

All software included in this source code license agreement, as well as all documentation included with said software, is provided in an “as is” condition.

The Licensee shall be granted a 30 day period after initial access is granted. During this period, the Licensee may report any errors, missing features, or other issues related to the source code. This initial inspection shall be performed with the source code in its original state. Any modification or other alteration of the source code shall constitute acceptance of the Software by the Licensee.

The Software Provider agrees to correct any such errors in a timely manner, after which the Licensee shall accept the source code for use pursuant to the terms of this agreement. The Software Provider makes no guarantee as to the source code’s performance once it has been accepted by the Licensee.

Liabilities

Under no circumstances will either party or their representatives be liable to each other for any incidental, consequential, or indirect damages including but not limited to lost or damaged data, revenue loss, economic loss, or commercial loss arising out of a breach of any terms and conditions set forth in this source code license agreement. This limitation of liability shall apply regardless of whether the alleged breach is a fundamental breach or fundamental term. Some jurisdictions do not allow the exclusion of liability for consequential damages and so the above limitation may not apply.

Term and Termination

While the term of this agreement may be perpetual, this agreement may terminate immediately in the event any breach occurs of the terms and conditions listed herein. The defaulting party will be allotted 30 days to cure the breach upon written notice or face immediate agreement termination. In the event of termination, the Licensee must destroy any and all copies of the Software as well as the included documentation.

Indemnity

The Licensee agrees to hold the Software Provider harmless, as well as defend the Software Provider, from any and all damages, costs, and liabilities that take place from a lawsuit due to product distribution, breach of contract, or software installation. Additionally, the Software Provider shall indemnify and hold the Licensee harmless against any damages related to the source code.

Copyright Notice

The Licensee agrees to display a copyright notice in any final versions of Software containing the source code distributed to third parties, identifying the material as confidential and proprietary to Jalapeno Labs LLC, all rights reserved, with the full license available at https://www.jalapenolabs.io/license.

Applicable Law

Any disputes related to this agreement shall be resolved in accordance with the laws of the Software Provider’s state, and all legal proceedings shall take place as such.

Modification

No terms or conditions on this agreement shall be modified or replaced without the written consent of both parties.

Equitable Remedies

Both parties agree that direct monetary damages may not be the sole extent of damages related to a breach of this source code license agreement. Therefore, each party agrees a breach in this agreement by the Licensee will allow the Software Provider to seek additional relief from the Licensee.

Independent Contractors

No employer or employee relationship is implied or established through this source code agreement. Both parties shall remain fully independent business entities at all times.

Entire Agreement

This document shall constitute the entire binding agreement between the Parties for the source code listed.

Agreement

Both parties have been made aware of all terms and conditions listed in this Source Code License agreement. By purchasing a product from Jalapeno Labs, both parties indicate their approval and acceptance of this agreement.