WIJMO
COMMERCIAL LICENSE AGREEMENT

THIS COMMERCIAL LICENSE AGREEMENT (THIS “CLA”) CONTAINS THE TERMS AND 
CONDITIONS FOR YOUR USE OF WIJMO  PROFESSIONAL, WIJMO ENTERPRISE AND 
OF ANY OTHER  DENOMINATION OF PRODUCTS OF THE WIJMO PRODUCT LINE, A 
SET OF SUITES OF JQUERY UI WIDGETS (THE “Software”).  THIS CLA IS A 
BINDING AGREEMENT BETWEEN YOU AND GRAPECITY, INC. (“C1“); HOWEVER, 
IF YOU ARE ACTING AS AN AGENT FOR ANOTHER PERSON OR ENTITY, SUCH AS 
ON BEHALF OF YOUR EMPLOYER, THEN “YOU” MEANS THE PERSON ON WHOSE BEHALF 
YOU ARE ACTING.  BY INSTALLING, COPYING, USING OR OTHERWISE ACCESSING 
THE SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS 
CONTAINED HEREIN.

The term “Software” includes all source and object code, in whole 
and/or part; all printed materials; “online” or electronic 
documentation; data, data engines, images; updates and upgrades; and 
anything provided to You for use with or in conjunction with the 
Software.

1.  Grant of License. Subject to the payment of the fee required 
and the terms and conditions herein, You are hereby granted a 
limited, revocable, non-exclusive license to use the Software to 
design, develop, test and distribute software products that are 
developed through or by the use of the Software (“Applications”).

a. You are hereby granted one (1) license for You as one (1) 
designated user to use the Software for the purpose of developing 
Applications (“Developer“).  You must purchase another separate 
license to the Software for each and any additional Developer.  
There is no limit or restriction on the number of installations of 
Software, which may be on different machines; provided, however, 
that the Software may not be used by anyone other than You as a 
single Developer.  By way of example, if a company has five 
developers using the Software, the company needs to purchase five 
licenses, irrespective of how the Software is accessed or how many 
installations are accessed.  The Software is not transferrable by You, 
except with the prior written consent of C1.

b. You are granted the right to use and to modify the source code of 
the Software for use in Applications.    You own any original work 
authored by you; C1 continues to retain all copyright and other 
intellectual property rights in and to the Software.  You are not 
permitted to move, remove, edit, or obscure any copyright, trademark, 
attribution, warning or disclaimer notices in the Software.

c. Updates/Upgrades; Subscription.  Subject to the terms and 
conditions of this CLA updates and upgrades to the Software may be 
provided by C1 from time-to-time, and, if so provided by C1, are 
provided upon the terms and conditions offered at that time by C1 in 
its sole discretion.  C1 may provide updates and upgrades to the 
Software for free or for any charge, at any time or never, and 
through its chosen manner of access and distribution, all in C1 's 
sole discretion. 

The Software is revised from time-to-time (meaning, for example, 
revised with updates, upgrades and, in some cases, sometimes 
changes to the mix of widgets included in the bundle).  To 
receive any such revisions to the Software, you must have a valid 
Software license coupled with a subscription.   Together with the 
Licenses, the original purchaser is granted a one-year 
subscription from the date of purchase.  Upon expiration, you 
must renew your license subscription to continue to be entitled 
to receive Software revisions.

d. You may use the Software only to create Applications that are 
significantly different than and do not compete with the Software.  
You are granted the license to distribute the Software as part of your 
Applications on a royalty-free basis.    Users of your Applications 
are not permitted to use the Software or your modifications of the 
Software for development purposes unless they also purchase a 
separate commercial license from C1 for each of the users.

e. You agree to indemnify, hold harmless, and defend C1, its suppliers 
and resellers, from and against any claims or lawsuits, including 
attorney’s fees that may arise from the use or distribution of your 
Applications.

2.  Copyright and Other Rights and Limitations.

The Software is licensed to You, not sold.  The Software is protected 
by copyright laws and international copyright treaties, as well as by 
other intellectual property laws and treaties.  You agree that C1 owns 
all right, title, and interest in and to the Software, including any 
copyrights, and all other intellectual property rights in and to the 
Software.  C1’s copyright includes, but is not limited to, documentation 
and C1’s significant online developer assistance resources, source code, 
and any images, photographs, animations, video, audio, music, and text 
incorporated into the Software.  You may not rent, lease or sublicense 
the Software.  Without prejudice to any other rights it may have, this 
CLA shall automatically terminate if You fail to comply with the terms 
and conditions of this CLA, with the exception of any provisions which, 
by their nature, are intended to survive termination.  Upon termination, 
You agree to destroy all copies of the Software.  You agree that C1 may 
identify You as a customer in C1 marketing materials.  C1 reserves all 
rights not otherwise expressly and specifically granted herein.

The Software is of U.S. origin.  The license and distribution of the 
Software is subject to the export control laws and regulations of the 
United States of America which restrict exports and re-exports of 
software, technical data, and direct products of technical data, 
including services and applications created with or derived from use 
of the Software.  You agree that you will comply all with such laws.

3.  Warranties and Remedies.

C1 EXPRESSLY DISCLAIMS ANY WARRANTY.  THE SOFTWARE IS PROVIDED “AS IS” 
WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT 
LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A 
PARTICULAR PURPOSE.  THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF 
THE SOFTWARE IS AND REMAINS WITH YOU. THIS LIMITED WARRANTY GIVES YOU SPECIFIC 
LEGAL RIGHTS. YOU MAY HAVE OTHERS WHICH VARY FROM STATE TO STATE.

C1′S ENTIRE LIABILITY AND YOUR EXCLUSIVE REMEDY UNDER THIS CLA SHALL BE, AT 
C1′S OPTION, EITHER: (a) RETURN OF THE PRICE PAID FOR THE SOFTWARE, OR (b) 
REPLACEMENT, UPDATE OR UPGRADE OF THE SOFTWARE.  EXCEPT AS STATED IN THE 
PRECEDING SENTENCE, IN NO EVENT SHALL C1 BE LIABLE FOR ANY DAMAGES WHATSOEVER 
(INCLUDING, WITHOUT LIMITATION, GENERAL, COMPENSATORY, CONSEQENTIAL AND/OR 
INCIDENTAL DAMAGES, DAMAGES FOR LOSS OF BUSINESS PROFIT, BUSINESS INTERRUPTION, 
LOSS OF INFORMATION, OR ANY OTHER LOSS) ARISING OUT OF THE USE OR INABILITY TO 
USE THE SOFTWARE, EVEN IF C1 HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH 
DAMAGES.  BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR 
LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES IN CERTAIN 
CASES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

4. MISCELLANEOUS.

This CLA (including any additional terms, addendum or amendment to this CLA 
included with the Software) is the final, complete and exclusive statement of 
the entire agreement between You and C1 relating to the Software and supersedes 
any prior and contemporaneous communications, whether oral or written.  This 
CLA may not be modified unless in writing or by a manner in which the parties 
are bound to this CLA (such as by “clicking-through” acceptance, etc.)  You 
agree to indemnify, hold harmless, and defend C1 and its suppliers and resellers 
from and against any and all claims or lawsuits, including attorney’s fees that 
arise or result from this CLA.

If for any reason a court of competent jurisdiction finds any provision of this 
Agreement, or any portion thereof, to be unenforceable, that provision of the 
Agreement will be enforced to the maximum extent permissible so as to effect the 
intent of the parties, and the remainder of this Agreement will continue in full 
force and effect.  Failure by either party to enforce any provision of this 
agreement will not be deemed a waiver of future enforcement of that or any other 
provision.  Except as otherwise required or superseded by law, this Agreement is 
governed by the laws of the State of Pennsylvania, without regard to its conflict 
of laws principles. The parties consent to the personal jurisdiction and venue of 
the Commonwealth of Pennsylvania, in the County of Allegheny, and agree that any 
legal proceedings arising out of this Agreement shall be conducted solely in such 
Commonwealth.  If the Software was acquired outside the United States, then local 
law may apply.

Use, duplication, or disclosure by the U.S. Government is subject to restrictions 
as set forth above and in subparagraph (c) (1) (ii) of the Rights in Technical 
Data and Computer Software clause at DFARS 252.2277013.  Rights for non-DOD U.S. 
Government departments and agencies are as set forth in FAR 52.22719(c) (1,2).  
GapeCity, Inc., 201 South Highland Avenue, 3rd Floor, Pittsburgh, PA  15206-9926, 
USA.
