145 lines
7.2 KiB
Text
145 lines
7.2 KiB
Text
<!DOCTYPE HTML PUBLIC "-//W3C//DTD HTML 3.2//EN">
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<HTML>
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<HEAD>
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<TITLE></TITLE>
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<META NAME="Author" CONTENT="">
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<META NAME="GENERATOR" CONTENT="Mozilla/3.01Gold (Win95; I) [Netscape]">
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</HEAD>
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<BODY bgcolor="#ffffdd">
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<P><FONT SIZE=+2>Glimpse/Webglimpse Software Licensing Agreement </FONT></P>
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<P>THIS SOFTWARE LICENSING AND ROYALTY AGREEMENT (this "Agreement")
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is made by and between Internet WorkShop (hereinafter "Licensor"),
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as per resale license granted by The Arizona Board of Regents for The University
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of Arizona, and "Licensee", a company or individual who has purchased
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the SOFTWARE from Internet Workshop.</P>
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<P>WITNESSETH:</P>
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<P>WHEREAS, Licensor is the author of, or has acquired the rights to, certain
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computer software programs, documentation, and related written materials
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(collectively "Software") specifically Glimpse and Webglimpse,
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and Licensee desires to acquire a right and license to use Licensor's Software
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under the terms and conditions set forth herein.</P>
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<P>NOW, THEREFORE, in consideration of the mutual covenants and premises
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herein contained, the Parties hereto agree as follows:</P>
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<P>I. LICENSE </P>
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<P>1.1 Scope of License Grant. In consideration of the agreement of Licensee
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to pay royalties hereunder, Licensor hereby grants to Licensee the nonexclusive,
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nontransferable right and license to use Licensor's Software subject to
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the terms and conditions of this agreement. The Software is licensed for
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use solely for Licensee's internal applications in the normal course of
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Licensee's business. No rights to sublicense or market the Software or
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Documentation are granted. All rights not specifically granted to Licensee
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by this license shall remain in Licensor.</P>
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<P>1.4 Right to Copy. Licensee shall not copy the Software, in whole or
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in part, except as expressly provided in this section. The Software may
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be 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 copy.</P>
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<P>1.5 If Licensee obtains source code under this agreement, Licensee agrees
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it will not use the source code or any associated Licensor proprietary
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information for any purpose other than Licensee's internal needs and in
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particular not for the purpose of development or distribution of any product
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or program similar to, or competitive with, the Software. </P>
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<P>II. WARRANTY</P>
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<P>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 SHALL
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LICENSOR BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL
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DAMAGES, OR FOR LOST PROFITS, OR FOR LOST DATA OR DOWNTIME, WHETHER OR
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NOT LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.</P>
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<P>2.2 LICENSEE AGREES THAT ITS SOLE REMEDY AGAINST LICENSOR OR ITS REPRESENTATIVES
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FOR LOSS OR DAMAGE CAUSED BY ANY DEFECT OR FAILURE OF THE SOFTWARE, REGARDLESS
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OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, INCLUDING NEGLIGENCE,
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STRICT LIABILITY OR OTHERWISE, SHALL BE (I) THE REPAIR OR REPLACEMENT OF
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THE SOFTWARE OR (II) IF SUCH REPAIR CANNOT BE MADE OR AN EQUIVALENT REPLACEMENT
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CANNOT BE PROVIDED, THE REFUND OF AMOUNTS PREVIOUSLY PAID BY LICENSEE.</P>
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<P>III. OPERATING ENVIRONMENT</P>
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<P>3.1 This Agreement is a [CPU, Site or per-Seat] license.</P>
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<P>3.2 In the event this Agreement pertains to a CPU license:</P>
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<P>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. </P>
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<P>If Licensee has purchased a single-domain license, the Software shall
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be 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 100-domain
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license, up to that number of additional IP addresses or Virtual Domains
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may be configured for use with the Software. Other numbers of domains may
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be agreed upon separately by the parties.</P>
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<P>3.3 In the event this Agreement pertains to a Site license, Licensee
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has the right to use the Software on any processor or mainframe computer
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and its associated peripheral equipment owned or operated by Licensee at
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a single geographic location.</P>
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<P>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.</P>
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<P>IV. ROYALTIES AND PAYMENTS</P>
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<P>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, http://webglimpse.net,
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or by separate agreement between Licensor and Licensee.</P>
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<P>V. TERM AND TERMINATION</P>
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<P>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 license
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or right granted herein at any time and from time to time with respect
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to any of the Licensor Software. Any such termination shall be made by
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written notice to Licensor and shall become effective 90 days after giving
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such notice. If such termination is made in writing within 60 days of receiving
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access to Software, Licensor shall refund amounts paid by Licensee to purchase
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Software. Any amounts paid by Licensee for support or services shall not
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be refunded.</P>
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<P>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 execution,
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with respect to any license or right granted herein with respect to any
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of the Licensor Software. Any such termination shall be made by written
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notice to Licensee and shall become effective 90 days after giving such
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notice. If such termination is made by Licensor, Licensor shall refund
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all amounts paid by Licensee in relation to Software. </P>
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<P>VI. GENERAL</P>
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<P>5.1 Governing Law and Arbitration. The validity, construction, and performance
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of this Agreement shall be governed by the substantive laws of Arizona.
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The parties agree that any dispute arising under this agreement shall be
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resolved by arbitration pursuant to the Arizona Uniform Rules of Procedure
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for Arbitration, and the location of arbitration shall be Tucson, Arizona.
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The decision of the arbitrator(s) shall be final.</P>
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<P>5.2 Conflict of Interest. This Agreement is subject to the provisions
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of 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 obtaining
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this Contract for or on behalf of the Arizona Board of Regents becomes
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an employee in any capacity of any other party or a consultant to any other
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party with reference to the subject matter of this Contract while the Contract
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or any extension hereof is in effect.</P>
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<P>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 Non-Discrimination.</P>
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</BODY>
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</HTML>
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