Track-Your-Finances Source License
Updated April 12, 2010

This agreement is made on ________________________ between Cascade Web Design ("Licensor") &  ("Licensee").

In exchange for the mutual covenants and promises contained herein, and intending to be legally bound, the parties hereto agree as follows:

1. General; Definitions. This License applies to the source code pertaining to the Track-Your-Finances Software written by Licensor, as well as the sample database file and related model file which allow the application to communicate with the database.

The software described above, whether on disk, in read only memory, on any other media or in any other form (collectively the "Track-Your-Finances Software") are licensed, not sold, to Licensee by Licensor for use only under the terms of this License, and Licensor reserves all rights not expressly granted to Licensee. Licensee owns the media on which the Track-Your-Finances Software is recorded but Licensor retains ownership of the Track-Your-Finances Software itself. The terms of this License shall govern any software upgrades provided by Licensor that replace and/or supplement the original Track-Your-Finances Software product, unless such upgrade is accompanied by a separate written license, in which case the terms of that license shall govern.

The source code contains a notice placed by Licensor identifying such program or work as "Original Code" and stating that it is subject to the terms of this Track-Your-Finances Source License ("License"). As used in this License:

1.1 "Covered Code" means the Original Code, Modifications, the combination of Original Code and any Modifications, and/or any respective portions thereof.

1.2 "Modifications" means any addition to, deletion from, and/or change to, the substance and/or structure of the Original Code. When code is released as a series of files, a Modification is: (a) any addition to or deletion from the contents of a file containing Covered Code; and/or (b) any new file or other representation of computer program statements that contains any part of Covered Code.

1.3 "Original Code" means the Source Code of a program or other work as originally made available by Licensor under this License, including the Source Code of any updates or upgrades to such programs or works made available by Licensor under this License, and that has been expressly identified by Licensor as such in the source file(s) of such work.

1.4 "Source Code" means the human readable form of a program or other work that is suitable for making modifications to it.

1.5 "Licensee" means  located at ...

1.6 "Licensor" means Cascade Web Design located at 11540 Alton Ave NE, Seattle, Washington 98125.

2. Permitted Uses; Conditions & Restrictions. Subject to the terms and conditions of this License, Licensor hereby grants Licensee, effective on the date Licensee accepts this License and receives the Original Code, a one-time, non-expiring, non-exclusive license, to the extent of Licensor's copyrights covering the Original Code, to do the following:

2.1 Unmodified Code. Licensee may use, reproduce, display, perform, and internally distribute to Licensee's employees, unmodified copies of the Original Code, provided that:

(a) Licensee must retain and reproduce in all copies of Original Code the copyright and other proprietary notices and disclaimers of Licensor as they appear in the Original Code, and keep intact all notices in the Original Code that refer to this License; and

(b) Licensee must include a copy of this License with every copy of Source Code of Covered Code and documentation Licensee distributes, and Licensee may not offer or impose any terms on such Source Code that alter or restrict this License or the recipients' rights hereunder.

2.2 Modified Code. Licensee may modify and use, reproduce, display, perform, and internally distribute Covered Code to Licensee's employees, provided that in each instance Licensee also meets all of the following  conditions:

(a) Licensee must satisfy all the conditions of Section 2.1 with respect to the Source Code of the Covered Code;

(b) Licensee must duplicate, to the extent it does not already exist, the notice in Exhibit A in each file of the Source Code of all Licensee's Modifications, and cause the modified files to carry prominent notices stating that Licensee changed the files and the date of any change.

2.3 Applications compiled using Covered Code.   Licensee shall not allow or permit any third party or its independent contractor(s) to use, reproduce, display, perform or distribute Covered Code.

2.4 Third Party Rights. Licensee expressly acknowledges and agrees that although Licensor grants the license of the Covered Code set forth herein, no assurances are provided by Licensor that the Covered Code does not infringe the patent or other intellectual property rights of any other entity. Licensor disclaims any liability to Licensee for claims brought by any other entity based on infringement of intellectual property rights or otherwise. As a condition to exercising the rights and licenses granted hereunder, Licensee hereby assumes sole responsibility to secure any other intellectual property rights needed, if any.

3. Transfer. Licensee may not sell, rent, lease, lend or sub-license the Track-Your-Finances Software.

4. NO WARRANTY OR SUPPORT. Licensee expressly acknowledges and agrees that use of the Covered Code, or any portion thereof, is at Licensee's sole and entire risk. THE COVERED CODE IS PROVIDED "AS IS" AND WITHOUT WARRANTY, UPGRADES OR SUPPORT OF ANY KIND AND LICENSOR EXPRESSLY DISCLAIMS ALL WARRANTIES AND/OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. LICENSOR DOES NOT WARRANT AGAINST INTERFERENCE WITH LICENSEE'S ENJOYMENT OF THE COVERED CODE, THAT THE FUNCTIONS CONTAINED IN THE COVERED CODE WILL MEET LICENSEE'S REQUIREMENTS, THAT THE OPERATION OF THE COVERED CODE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE COVERED CODE WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY LICENSOR SHALL CREATE A WARRANTY.

5. LIMITATION OF LIABILITY. TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THIS LICENSE OR LICENSEE'S USE OR INABILITY TO USE THE COVERED CODE, OR ANY PORTION THEREOF, WHETHER UNDER A THEORY OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCTS LIABILITY OR OTHERWISE, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO LICENSEE. In no event shall Licensor's total liability to Licensee for all damages (other than as may be required by applicable law) under this License exceed the amount of fifty dollars ($50.00).

6. Ownership. Licensor retains all rights, title and interest in and to the Original Code and any Modifications made by or on behalf of Licensor ("Licensor Modifications"), and such Licensor Modifications will not be automatically subject to this License. Licensor may, at its sole discretion, choose to license such Licensor Modifications under this License, or on different terms from those contained in this License or may choose not to license them at all.

7. Termination. This License is effective until terminated. Licensee's rights under this License will terminate automatically without notice from Licensor if Licensee fails to comply with any term(s) of this License and fails to cure such breach within 30 days of becoming aware of such breach. Upon the termination of this License, Licensee shall cease all use of the Track-Your-Finances Software and destroy all copies, full or partial, of the Track-Your-Finances Software.

7.1 Effect of Termination. Upon termination, Licensee agrees to immediately stop any further use, reproduction, and modification of the Covered Code. No party will be liable to any other for compensation, indemnity or damages of any sort solely as a result of terminating this License in accordance with its terms, and termination of this License will be without prejudice to any other right or remedy of any party.

8 Payment. In exchange for the license granted herein on the terms and conditions set forth in this Source License, Licensee shall pay to Licensor a single, non-refundable fee of Fifteen Thousand Dollars ($15,000).

9. Miscellaneous.

9.1 Relationship of Parties. This License will not be construed as creating an agency, partnership, joint venture or any other form of legal association between Licensee and Licensor, and Licensee will not represent to the contrary, whether expressly, by implication, appearance or otherwise.

9.2 Independent Development. Nothing in this License will impair Licensor's right to acquire, license, develop, have others develop for it, market and/or distribute technology or products that perform the same or similar functions as, or otherwise compete with, Modifications, technology or products that Licensee may develop, produce, market or distribute.

9.3 Waiver; Construction. Failure by Licensor to enforce any provision of this License will not be deemed a waiver of future enforcement of that or any other provision. Any law or regulation which provides that the language of a contract shall be construed against the drafter will not apply to this License.

9.4 Sever-ability. If for any reason a court of competent jurisdiction finds any provision of this License, or portion thereof, to be unenforceable, that provision of the License will be enforced to the maximum extent permissible so as to effect the economic benefits and intent of the parties, and the remainder of this License will continue in full force and effect.

9.5 Dispute Resolution. This License shall be governed by and construed in accordance with the laws of the State of Washington.  Any litigation or other dispute resolution between Licensee and Licensor relating to this License shall take place in King County, Washington.

9.6 Entire Agreement; Governing Law. This License constitutes the entire agreement between the parties with respect to the subject matter hereof. This Agreement replaces and supersedes all oral and/or written proposals and agreements heretofore made on the subject matter, and may be modified only by a writing signed by both parties.

In Witness Whereof, Licensor and Licensee have executed this License agreement on the day and year, first above written.

Licensor: Cascade Web Design

By: _______________________________________________

Printed Name: Baiss Eric Magnusson

Title: Chief Technical Officer and Sole Proprietor of Cascade Web Design

Licensee: 

By: _______________________________________________

Printed Name: _____________________________________

Title: ____________________________________________

By: _______________________________________________

Printed Name: _____________________________________

Title: ____________________________________________

Exhibit A.

"Portions Copyright (c) 1988-2010 Cascade Web Design. All Rights Reserved.

This file contains Original Code and/or Modifications of Original Code as defined in and that are subject to the Track-Your-Finances Source License (the 'License'). You may not use this file except in compliance with the License. Please obtain a copy of the License from Cascade Web Design and read it before using this file.

The Original Code and all software distributed under the License are distributed on an 'AS IS' basis, WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, AND CASCADE WEB DESIGN HEREBY DISCLAIMS ALL SUCH WARRANTIES, INCLUDING WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT. Please see the License for the specific language governing rights and limitations under the License."