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IntraREADY(, WEBzERVE(, XPDtime(
(eXPeDeTime() SITE LICENSE SUBSCRIPTION AGREEMENT as at April,
2000 IMPORTANT - PLEASE READ CAREFULLY: The within Site License
Agreement is a legal and binding agreement between the Subscriber
(defined herein) (referred to as "Subscriber") as the
Licensee and Scientific Systems and Software International Corporation
(referred to as "the Licensor") as the Licensor for
the non-exclusive and non-transferable Right to Use (defined
herein) the intraREADY(, WEBzERVE(, XPDtime( (eXPeDeTime() Service
which may include on-line or electronic documentation, embedded
code, programming, HTML, files, images, graphics, icons, content,
and all intellectual property incorporated in or generated by
the intraREADY(, WEBzERVE(, XPDtime( (eXPeDeTime() Service (jointly
and severally referred to as the "Service") on the
terms and conditions herein contained. By accessing, installing
or otherwise using the Service you signify your assent to the
within terms of use. The Licensor reserves the right, at our
discretion, to change, modify, add or remove portions of the
within terms at any time. Please check these terms periodically
at http://www.intraready.com for changes. Your continued use
of the Service following the posting of changes to these terms
will mean you accept those changes. SHOULD YOU NOT AGREE to be
bound by the terms and conditions herein the Licensor is unwilling
to license the Service to you. In that instance, immediately
return to the Licensor all Service Support Materials provided
to you - YOU MAY NOT USE OR COPY THE SERVICE.
TERMS AND CONDITIONS
1.0 Definitions
1.1 "End User(s)" shall mean the employees, staff,
consultants or clients officially affiliated with the Subscriber
and thereby authorized to use the Service as herein licensed.
1.2 "Licensor" shall include the Licensor, its Employees,
Agents, Authorized Representatives and its developers.
1.3 "Site" shall mean:
i. in the case of a business any one or more buildings that are
a part of a single address and serviced by a single internet
connection and shall include any one or more computer workstations
located within those buildings;
ii. in the case of a government agency any one or more departments
of that agency which shall be in any one or more buildings that
are a part of a single address and serviced by one internet connection
and shall include any one or more computer workstations located
within those departments, as is more specifically set out within
the Purchase Order;
iii. in the case of a any other business entity other than referenced
in i, and ii above shall mean the Subscriber's normal place of
business, at one address, and shall include any one or more computer
workstations located within that place of business.
1.4 "Right to Use" shall mean the right to access,
engage, view, print, and as more specifically set out in Section
4.0 herein, the limited right to copy and/or distribute the Service,
during the Term.
1.5 "Site Administrator(s)" shall mean any staff, administrator
or other professional, of the legal age of majority, located
at a Site.
1.6 "Subscriber" shall mean that organization or entity
legally capable of, and entering into this Agreement, by way
of initiating a Purchase Order for a paid subscription.
1.7 "Term" of this Agreement shall commence as of the
start date of access to the Service and shall continue until
access has been terminated.
1.8 Whenever referenced herein "Subscriber" and/or
"Licensee" shall be interpreted to include any and
all Site Administrator(s) and/or End-User(s) at each subscribing
Site.
2.0 Ownership
2.1 The Service and all trademarks, tradenames, copyrights and
all other intellectual property which may or may not be defined
is owned by the Licensor and are protected by US copyright laws
and international treaties. No materials from the Service or
any Web site owned, operated, licensed or controlled by the Licensor,
may be reproduced, republished, uploaded, posted, transmitted
in any way, except as specifically set out herein for non-commercial
educational use only.
2.2 No distribution, transfer, sale, lease, or assignment of
the Service in part or in whole including any search output or
results may be made by the Licensee, to any other person, Site,
subsidiary or parent organization.
2.3 The Subscriber may not decompile, reverse engineer, upload,
post, transmit or commercially exploit the Service or any part
thereof.
2.4 Where the rights herein to copy or distribute the Service,
or any part of it, is exercised by the Subscriber, the Subscriber
shall reproduce the copyright notice and any other legend of
ownership on each copy, or partial copy, of the Service or document
copies.
3.0 Subscription Fees
3.1 The Subscriber agrees to pay to the Licensor the Fees payable
pursuant to the Licensor's pricing schedules.
3.2 Any discounted subscription promotion is subject to the Subscriber's
renewal of a valid 12 month license to a qualifying Convene.com
Corporation product. Should the Convene.com Corporation product
license become invalid during the subscription term the Grant
of License herein shall automatically terminate.
3.3 Invoices shall be paid within thirty (30) days of receipt.
All sales, excise or other taxes imposed by any government authority
as well as any further additional charges, including shipping
and handling, are in addition to the Fee and shall be paid by
the Subscriber.
3.4 The Licensor reserves the right to levy an Administration
Fee of One Thousand Dollars ($1000.00) due and payable by the
Subscriber upon the cancellation of a Purchase Order, or upon
the premature termination of this Subscription Agreement pursuant
to paragraphs 7.1(ii) through 7.1(iv) herein.
4.0 Use of Service
4.1 Where applicable, multiple copies of the Service may be loaded
from the CD-ROM (the "Program Copies") onto an unlimited
number of computers at each Site during the Term of this Agreement.
4.2 Activity sheets and other documentation supplied with or
within the Service may be copied for use with the Service at
each Site (the "Documentation").
4.3 Concurrent access to the Service may be obtained via multiple
computer workstations at the Site by way of username and password
verification, or any other means of authentication from time-to-time
established by the Licensor. The End Users may further access
the Service from their home computers for personal educational
purposes only.
4.4 The Site Administrator(s), or any of them, accepts any and
all responsibility and liability, foreseen or unforeseen, for
the use of the Service and/or any components, tools and features
thereof. The Site Administrator(s) acknowledge that the Service
includes features which provide access to electronic mail and
Internet sites which are not governed by the Licensor and that
the access to these features and/or Internet sites are at the
sole responsibility and liability of the Subscriber and/or Site
Administrator(s).
4.5 The Subscriber shall use its best efforts to prevent any
illegal use of the Service or Documentation by its Site Administrator(s)
End User(s), agents, assigns or any other person, organizations
or Sites. The Subscriber is solely responsible for all security
of and all access (including unauthorized access) to the Service
by use of the assigned username and password, or any other means
of authentication so granted by the Licensor.
5.0 Limitation of Liability
5.1 The Licensor assumes no responsibility for the selection
of this Service to achieve any intended purposes, for the proper
use of this Service and for verifying the results obtained from
use of this Service. The Licensor licenses this Service "as
is" and does not warrant that the functions contained in
this Service will meet any requirements, that the Service is
fit for any particular purpose or that the operation of the Service
will be uninterrupted or error-free.
5.2 The Licensor does not warrant that the Service Web sites
or CD-ROMs are compatible with every Internet browser or with
every workstation.
5.3 Should the Service or any part of it be found defective the
Licensor's liability shall be limited to the replacement of same.
5.4 In no event will the Licensor be liable for any incidental,
consequential or indirect damages (including but not limited
to damages for loss of profits, interruption or loss of information)
arising out of the use of or inability to use the Service, including
if the Licensor or any authorized representative has been advised
of the possibility of such damages.
5.5 The Licensor makes no representations or warranties, expressed
or implied, nor assumes any responsibility or liability for any
restriction, complication, non-compliance, suitability or non-compatibility
of the technology, software or hardware used by the Subscriber
to access and use the Service.
5.6 The Subscriber agrees that the Licensor's liability hereunder
for damages, regardless of form or action, will not exceed the
Fee paid to the Licensor under this Agreement.
6.0 Rights of Licensor
6.1 The Licensor reserves the right to add or subtract services
and data from the Service without warning. Notification of changes
to the Service may be provided by way of notices posted prominently
within the Service.
6.2 Any rights not expressly provided for herein are reserved
to the Licensor.
7.0 Termination of Agreement
7.1 This Agreement shall immediately and automatically terminate
without notice or any other act
i. upon the expiry of the term of the fully paid subscription
to the Service;
ii. upon the attempted illegal copying, distribution, transfer,
assignment, lease or sale of the Service, or rights thereto,
without the prior written consent of the Licensor;
iii. upon the notice in writing given by one party to the other
upon the violation by that party of any provision of this Agreement;
iv. upon the receipt by the Licensor of a Notice of Termination
and the payment by the Subscriber of a Termination Fee to be
calculated by the Licensor on a retroactive basis and pursuant
to the re-adjusted annual fee charged by the Licensor for the
length of term completed by the Subscriber.
pursuant to paragraph 3.2 herein, upon the expiry of the applicable
product license.
7.2 Notwithstanding paragraph 3.2 herein, upon the termination
of the within Grant of License by a Subscriber who has received
a preferred pricing structure at the time of purchase of the
Grant of License, that Subscriber, and any other Subscribers
who have also benefited from the preferred pricing structure
(the "Remaining Subscribers") shall further be subject
to a readjustment of the Subscription Fees for the duration of
the term of this Agreement in accordance with the Licensor's
pricing schedules. The whole of this Agreement shall remain in
force and effect with the Remaining Subscribers.
7.3 Upon termination of the License granted herein pursuant to
any of paragraphs 7.1(ii) through 7.1(iv) above the Subscriber
shall return to the Licensor forthwith all of the original and
copied Service CD-ROMs, Documentation and any support materials
in its possession. Failure to do so may result in additional
fees and charges being levied against the Subscriber.
7.4 Any and all use of the Service by the Subscriber following
termination of the License term is prohibited and may result
in additional fees and charges being levied against the Subscriber.
7.5 Paragraphs 2, 4, 5, 6 and 7 shall survive the termination
or expiration of this License.
8.0 General Provisions
8.1 In the event of an inability or failure by the Licensor to
carry out any of the terms of this Agreement due to any reasons
that are beyond the reasonable control of the Licensor, then
the Licensor shall not be liable to the Subscriber during the
period and to the extent of such inability or failure.
8.2 The Licensor's waiver, failure or delay to exercise any right,
provision or entitlement herein shall not be deemed to constitute
a waiver of same or any other provision, right or entitlement
herein.
8.3 This Agreement, which where applicable includes the Subscriber's
Purchase Order Form, shall constitute the entire agreement between
the parties and supersede all prior agreements and understandings,
oral or written, express or implied, by and between any of the
parties with respect to the subject matter of this Agreement.
8.4 These terms shall be governed by and construed in accordance
with the laws of the State of Maryland.
8.5 If any one or more of the provisions contained in this Agreement
should be invalid, illegal or unenforceable in any respect in
any jurisdiction, the validity, legality and enforceability of
such provision or provisions shall not in any way be affected
or impaired as a result of such event in any other jurisdiction
and the validity, legality and enforceability of the remaining
provisions contained in this Agreement shall not in any way be
affected or impaired as a result of such event, unless in either
case as a result of such determination this Agreement would fail
in its essential purpose. END
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