Thomson Scientific, Inc. Site License Agreement
THIS IS AN AGREEMENT between Thomson
Scientific, Inc., with offices at
Kansas City,
Missouri 64110.
SCHEDULE 1
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1.
USER DEFINITION – Paragraph 1(a) All Faculty and Staff only. |
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2.
TERM – Paragraph 5 Effective Date: February 18, 2005
Termination Date:
February 17, 2008 |
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3.
SOFTWARE EndNote |
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4.
AUTHORIZED SITES Campus
and Home Use |
In
Consideration Of the mutual
promises set forth herein and attached hereto, Company and Licensee agree to be
bound by the terms and conditions. And
Therefore In Witness, Company and Licensee have caused this
Agreement to be executed
Thomson Scientific, Inc.
BY:______________________________________ NAME (Typed):_________________________________ TITLE:___________________________________ DATE:___________________________________ |
«Company» BY:______________________________________ NAME (Typed):__________________________________ TITLE:___________________________________ DATE:___________________________________ |
a)
"Users" means those individuals and/or entities defined as
set forth in Schedule 1 (Section 1).
b)
"Software" means the bibliographic software designated in Schedule
1 (Section 3).
Company produces
and owns certain bibliographic software.
Company is willing to and hereby
grants to Licensee the limited, nonexclusive right and license to use the Software
solely in accordance with the terms and conditions of this Agreement. Licensee's right to use the Software
shall be strictly construed.
3.
Authorized
Use Of The Software
a)
During
the Term of this Agreement, Licensee shall have the non-exclusive, non-transferable
right to install the Software (and any upgrades thereto) on a network server,
used to install or run the Software on other computers owned or operated by
Licensee over an internal network at the Authorized Site(s). Authorized users
of the Software may also install the Software on personal computers, including
laptops, and home computers.
b)
Further,
during the Term of this Agreement, Licensee shall have the non-exclusive,
non-transferable right to transfer the Software (including upgrades) to or duplicate
the Software (including upgrades) for individual Users only (as defined
hereinabove) provided:
i)
Licensee
designates in writing to the Company two (2) individual employees who shall be
authorized to make the copies of or download the Software from the network
server or the master disks;
ii)
All
copies contain any proprietary notices and license terms and conditions
contained in the original Software;
iii)
Licensee
maintains records regarding the copies made, including, but not limited to,
date of duplication/transfer; identification of the User (name) and email
address for each User;
iv)
No
copies of the Software shall be made during the Term to be inventoried for
release or installation/use after the termination of the Agreement;
v)
Licensee
shall have sole responsibility for the provision of all technical, maintenance,
and training support of the Software to the Users. Licensee shall designate in writing to the
Company two (2) individual employees who shall be authorized as technical
support contacts between Licensee and Company;
Licensee
recognizes the importance of the Company maintaining its proprietary rights
over the Software and of avoiding improper use of the Software as defined by
this Agreement. Licensee shall use best
efforts to ensure that Users comply with the foregoing limitations on
usage. Licensee shall put in place a
system to limit access to the Software to Users as defined in Paragraph 1a), and shall inform Users of the usage restrictions
under this Agreement.
c)
Except as set forth herein, the following are prohibited:
- duplication
of the Software except as specified herein;
- separation of components (Software is
licensed as a single product. Its
component parts may not be separated for use on more than one computer.);
-
distribution or transfer of the Software in any form
(printed, electronically relayed, posted to public list services or bulletin
boards, or magnetically stored); or
-
reverse engineering, de-compiling, translation,
modification, distribution, broadcasting, dissemination, or creation of
derivative works from the Software.
d)
If Licensee wishes to offer the services described herein to
persons other than those identified in Paragraph 1a), an additional agreement/amendment will be required
by Company.
4.
Delivery
of The Software/Upgrades to Software
a)
Company shall provide Licensee with the following
components:
i)
two (2) sets of master CDs containing the full-featured
version of the bibliographic software;
ii)
five (5) sets of user documentation (manuals).
b)
Licensee may make one copy of the Software to be retained as
a backup copy.
c)
Company may upgrade the Software during the Term of this
Agreement. Company shall provide
Licensee with two (2) sets of the upgraded master CD's at no additional
charge. Nothing contained in this
Agreement shall be deemed to create an obligation on the part of the Company to
make revisions or upgrades to the Software.
5.
Term
The Term of this Agreement shall be as set
forth in Schedule 1; provided however that authorized use of the
Software may be extended through automatic renewal of this Agreement for
successive periods of twelve (12) months unless either party elects to
terminate this Agreement by giving the other party notice thereof in writing
not less than ninety (90) days prior to the end of the initial term or any
renewal term.
6.
Payments
a)
Licensee agrees to pay to Company the Software Fees as set
forth in Schedule 1 for the use of the Software as set forth
herein. Software Fees will be invoiced
on an annual basis as set forth in Schedule 1. Licensee may purchase additional user
documentation (manuals) as set forth in Schedule 1. Any payments due under this Agreement shall
be payable upon receipt of Company's invoice.
b)
The pricing set forth in Schedule 1 shall be
effective during the initial Term of this Agreement. Company reserves the right to modify this
pricing structure each year that this Agreement is automatically renewed. Company shall provide Licensee with sixty
(60) days written notification of any modification to the pricing
structure.
7.
Copyright;
Proprietary Rights
The
copyright and all other proprietary rights in the Software are the sole and
exclusive property of Company. Licensee
shall use reasonable care to prevent the disclosure, dissemination, copying and
use of the Software or any portion thereof, in violation of the terms of this
Agreement.
Nothing in this
Agreement grants Licensee any right to use Company's trademarks or trade names
except in use connected with the identification of the Software.
Company warrants that
it owns all rights in the Software free and clear of any third person
claims. Company shall indemnify, defend
and hold Licensee harmless from any claim, demand or cause of action based on
any claim that the Software or its use as permitted hereunder violates any
third person's rights, including rights of copyright, trademark, or
patent. In the event of a claim for
violation of copyright, trademark, or patent infringement is brought against
Licensee, Company reserves the right solely within its discretion: (1) to procure for the Licensee the right to
continue use of the Software; (2) to replace the Software with non-infringing
software; (3) or to terminate the Agreement.
Within ninety (90) days of delivery of the Software, Licensee shall call
to the attention of the Company any defective media, Company shall replace,
without charge, any defective media determined to be unrelated to misuse by
Licensee.
Except
as set forth herein, the Software and related documentation are provided
"as is", without warranty of any kind, including but not limited to,
its quality, performance, merchantability or fitness for a particular use. Further, Company does not warrant, guarantee
or make any representations that Licensee's use of the Software will be
uninterrupted or error‑free, or that the results obtained will be
successful or will satisfy Licensee's and/or User's requirements.
a)
Except as set forth herein, in no
event shall Company be liable for indirect, special, incidental or
consequential damages with respect to its obligations under this
Agreement.
Either party shall have the right to
terminate this Agreement upon a material breach of any of its terms by the
other party which is not cured within sixty (60) days after written notice
thereof.
10.
Nondisclosure
Of Terms And Conditions
Except as may be required by law or
governmental rules and regulations, the parties agree not to publicly or
privately announce or disclose the financial terms and conditions of this
Agreement without first securing the written consent of the other party.
a)
Force Majeure Neither party shall be liable hereunder
by reason of any failure or delay in the performance of its obligations
hereunder (except for payment of money) on account of strike, shortages, failure
of suppliers, riots, insurrection, fires, floods, storms, earthquakes, acts of
God, war, government action, labor conditions, or any other cause which is
beyond the reasonable control of such party.
b)
Audit Licensee grants to Company the right to enter
the Authorized Site(s) and to conduct periodic audits of the Authorized Site(s)
to monitor use of the Software.
c)
Severability Invalidity or unenforceability of one or more
of the provisions of the License Agreement does not affect any other provisions
of the License Agreement.
d)
Delays Failure or delay by either party in
exercising any right or power hereunder shall not operate as a waiver of such
right or power.
e)
Entire Agreement This Agreement, including Schedule 1,
contains the entire agreement of the parties as to the Software and supersedes
any and all written or oral prior agreements and understandings. It is
expressly agreed that any terms of a purchase order or similar instrument
issued by Licensee with respect to this Agreement will not affect the terms and
conditions of this Agreement. This
Agreement may only be amended or modified by a writing signed by the parties.
f)
Governing Laws This Agreement shall be governed by and
construed in accordance with the laws of the State of
g)
Attorneys' Fees In the event of a lawsuit between the parties,
the prevailing party shall be entitled to reimbursement of reasonable
attorneys' fees in an amount determined by the court adjudicating the lawsuit
in addition to any other sums to which it may be entitled.
h)
Assignment This Agreement may not be assigned by
Licensee without the prior written consent of Company.
i)
Notices Any notice hereunder shall be sent by
personal delivery, telex, telecopier, or by certified mail, postage prepaid to
either party at its address set forth herein or such other address as shall
have been communicated in writing to the other, and shall be effective as of
its personal delivery, transmission or mailing date, as the case may be.