142 lines
6.7 KiB
Text
142 lines
6.7 KiB
Text
Glimpse/Webglimpse Software Licensing Agreement
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THIS SOFTWARE LICENSING AND ROYALTY AGREEMENT (this "Agreement") is made
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by and between Internet WorkShop (hereinafter "Licensor"), as per resale
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license granted by The Arizona Board of Regents for The University of
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Arizona, and "Licensee", a company or individual who has purchased the
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SOFTWARE from Internet Workshop.
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WITNESSETH:
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WHEREAS, Licensor is the author of, or has acquired the rights to,
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certain computer software programs, documentation, and related written
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materials (collectively "Software") specifically Glimpse and Webglimpse,
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and Licensee desires to acquire a right and license to use Licensor's
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Software under the terms and conditions set forth herein.
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NOW, THEREFORE, in consideration of the mutual covenants and premises
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herein contained, the Parties hereto agree as follows:
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I. LICENSE
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1.1 Scope of License Grant. In consideration of the agreement of
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Licensee to pay royalties hereunder, Licensor hereby grants to Licensee
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the nonexclusive, nontransferable right and license to use Licensor's
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Software subject to the terms and conditions of this agreement. The
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Software is licensed for use solely for Licensee's internal applications
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in the normal course of Licensee's business. No rights to sublicense or
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market the Software or Documentation are granted. All rights not
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specifically granted to Licensee by this license shall remain in
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Licensor.
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1.4 Right to Copy. Licensee shall not copy the Software, in whole or in
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part, except as expressly provided in this section. The Software may be
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copied in whole or in part, in printed or machine-readable form, for
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archival storage or emergency restart purposes, or to replace a worn
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copy.
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1.5 If Licensee obtains source code under this agreement, Licensee
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agrees it will not use the source code or any associated Licensor
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proprietary information for any purpose other than Licensee's internal
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needs and in particular not for the purpose of development or
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distribution of any product or program similar to, or competitive with,
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the Software.
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II. WARRANTY
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2.1 LICENSOR MAKES NO WARRANTIES, EXPRESS OR IMPLIED, AND SPECIFICALLY
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DISCLAIMS OTHER WARRANTIES, INCLUDING (WITHOUT LIMITATION) ANY WARRANTY
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OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT
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SHALL LICENSOR BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL OR
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CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS, OR FOR LOST DATA OR
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DOWNTIME, WHETHER OR NOT LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF
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SUCH DAMAGES.
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2.2 LICENSEE AGREES THAT ITS SOLE REMEDY AGAINST LICENSOR OR ITS
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REPRESENTATIVES FOR LOSS OR DAMAGE CAUSED BY ANY DEFECT OR FAILURE OF
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THE SOFTWARE, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT,
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TORT, INCLUDING NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, SHALL BE (I)
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THE REPAIR OR REPLACEMENT OF THE SOFTWARE OR (II) IF SUCH REPAIR CANNOT
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BE MADE OR AN EQUIVALENT REPLACEMENT CANNOT BE PROVIDED, THE REFUND OF
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AMOUNTS PREVIOUSLY PAID BY LICENSEE.
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III. OPERATING ENVIRONMENT
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3.1 This Agreement is a [CPU, Site or per-Seat] license.
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3.2 In the event this Agreement pertains to a CPU license:
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3.2.1 Licensee shall have the right to use the Software only on a single
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designated single central processing unit or mainframe computer and its
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associated peripheral units.
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If Licensee has purchased a single-domain license, the Software shall be
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made accessible via a single IP address and/or domain name. Unlimited
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end users may access the Software through the single central processing
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unit where it is running. If licensee has purchased a 10-domain or
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100-domain license, up to that number of additional IP addresses or
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Virtual Domains may be configured for use with the Software. Other
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numbers of domains may be agreed upon separately by the parties.
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3.3 In the event this Agreement pertains to a Site license, Licensee has
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the right to use the Software on any processor or mainframe computer and
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its associated peripheral equipment owned or operated by Licensee at a
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single geographic location.
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3.4 In the event this Agreement pertains to a per-Seat license, Licensee
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has the right for a single user to use the software on a single computer
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per Seat purchased. In this case the Software will not be made available
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to additional users via Intranet or Internet, but will be used locally
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by each licensed user.
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IV. ROYALTIES AND PAYMENTS
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4.1 This agreement takes effect and is executed only upon receipt of
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full Payment by Licensor from Licensee. The amount shall be as according
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to the published schedule on the Licensor's website,
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http://webglimpse.net, or by separate agreement between Licensor and
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Licensee.
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V. TERM AND TERMINATION
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7.1 Discretionary Termination by Licensee. Licensee, at its option,
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shall have the right to terminate this Agreement with respect to any
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license or right granted herein at any time and from time to time with
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respect to any of the Licensor Software. Any such termination shall be
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made by written notice to Licensor and shall become effective 90 days
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after giving such notice. If such termination is made in writing within
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60 days of receiving access to Software, Licensor shall refund amounts
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paid by Licensee to purchase Software. Any amounts paid by Licensee for
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support or services shall not be refunded.
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7.2 Discretionary Termination by Licensor. Licensor, at its option,
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shall have the right to terminate this Agreement within 60 days of
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execution, with respect to any license or right granted herein with
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respect to any of the Licensor Software. Any such termination shall be
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made by written notice to Licensee and shall become effective 90 days
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after giving such notice. If such termination is made by Licensor,
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Licensor shall refund all amounts paid by Licensee in relation to
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Software.
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VI. GENERAL
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5.1 Governing Law and Arbitration. The validity, construction, and
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performance of this Agreement shall be governed by the substantive laws
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of Arizona. The parties agree that any dispute arising under this
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agreement shall be resolved by arbitration pursuant to the Arizona
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Uniform Rules of Procedure for Arbitration, and the location of
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arbitration shall be Tucson, Arizona. The decision of the arbitrator(s)
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shall be final.
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5.2 Conflict of Interest. This Agreement is subject to the provisions of
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A.R.S. 38-511 and the State of Arizona may cancel this Contract if any
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person significantly involved in negotiating, drafting, securing or
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obtaining this Contract for or on behalf of the Arizona Board of Regents
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becomes an employee in any capacity of any other party or a consultant
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to any other party with reference to the subject matter of this Contract
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while the Contract or any extension hereof is in effect.
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5.3 Non-discrimination. The parties agree to be bound by applicable
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state and federal rules governing Equal Employment Opportunity and
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Non-Discrimination.
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