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IMPORTANT-READ CAREFULLY
UNLESS IT IS SUPERSEDED BY A SIGNED
LICENSE AGREEMENT BETWEEN YOU AND EDGETECH AMERICA, INC., EDGETECH
AMERICA, INC. IS WILLING TO LICENSE THE SOFTWARE, DATA, WEB SERVICES, OR
DOCUMENTATION TO YOU ONLY IF YOU ACCEPT ALL OF THE TERMS AND CONDITIONS
CONTAINED IN THIS LICENSE AGREEMENT. PLEASE READ THE TERMS AND
CONDITIONS CAREFULLY. THE SOFTWARE, DATA, OR DOCUMENTATION WILL NOT
BEGIN DOWNLOADING TO OR INSTALL ONTO YOUR COMPUTER SYSTEM UNTIL YOU HAVE
MANIFESTED YOUR ASSENT TO THE TERMS AND CONDITIONS OF THE LICENSE
AGREEMENT BY CLICKING "I accept the License Agreement" BELOW. IF YOU DO
NOT AGREE TO THE TERMS AND CONDITIONS AS STATED, THEN EDGETECH IS
UNWILLING TO LICENSE THE SOFTWARE, DATA, WEB SERVICES, OR DOCUMENTATION
TO YOU, AND YOU SHOULD CLICK "I do not accept the License Agreement"
BELOW AND RETURN THE PACKAGE TO EDGETECH AMERICA, INC. OR ITS AUTHORIZED
DISTRIBUTOR. SEE HTTP://WWW.MAPSPELLER.COM FOR UPDATED TERMS THAT MAY
APPLY TO FUTURE VERSIONS OF SOFTWARE, DATA, WEB SERVICES, AND
DOCUMENTATION.
LICENSE AGREEMENT
(E204 9/06)
This License Agreement ("License
Agreement") is between you ("Licensee") and Edgetech America, Inc.
("EDGETECH"), a Virginia corporation, with mailing address at PO Box
4739, Glen Allen, VA 23058-4739, USA.
ARTICLE 1-DEFINITIONS
Definitions-The
terms used are defined as follows:
a. "Beta"
means any alpha, beta, or prerelease Software, Data, Documentation, or
Web Services.
b. "Data,"
except as otherwise provided herein, means any EDGETECH or third party
data vendor(s) digital data set(s) including, but not limited to,
geographic, vector data coordinates, raster, reports, dictionaries,
locationaries or associated tabular attributes.
c.
"Documentation" means all of the printed and digital materials
including, but not limited to, help files, user reference documentation,
training documentation, or technical information and briefings.
d.
"Software" means the actual copy of all or any portion of EDGETECH's
proprietary software technology, computer software code, components,
dynamic link libraries (DLLs), underlying organization, object model,
and programs delivered on any media, including any release provided in
source, object, or executable code format(s), inclusive of backups,
updates, service packs, patches, hot fixes, sample code, sample
application, sample extension, or merged copies permitted hereunder.
e. "Web
Services" means software components that perform GIS functions, tasks,
or data services and are accessed over the Internet.
ARTICLE 2-INTELLECTUAL
PROPERTY RIGHTS AND RESERVATION OF OWNERSHIP
The Software, Data, Web Services, and
Documentation are licensed and not sold. EDGETECH and its Licensors own
the Software, Data, Web Services, and Documentation, which are protected
by United States laws and applicable international laws, treaties, and
conventions regarding intellectual property or proprietary rights,
inclusive of trade secrets. From the date of receipt, Licensee agrees to
use reasonable means to protect the Software, Data, Web Services, and
Documentation from unauthorized use, reproduction, distribution, or
publication. EDGETECH and its Licensors reserve all rights not
specifically granted in this License Agreement. EDGETECH or its
third-party data licensor(s) reserve the right to improve and/or make
changes in its offerings of the Web Services and its associated
software, datasets, or information at any time.
ARTICLE 3-GRANT OF LICENSE
3.1 Grant of License-Subject
to the terms of this License Agreement, EDGETECH grants to Licensee a
personal, nonexclusive, nontransferable license to
a. Use the
type and number of copies of the Software, Data, and Documentation and
access Web Services for (i) which the appropriate license fees have been
paid to EDGETECH or its authorized distributor, (ii) Licensee's own
internal use only, and (iii) in accordance with Exhibit 1 and the
licensed configuration on file as authorized by EDGETECH or its
authorized distributor.
b. Access
and use any secure EDGETECH Web site resources made available to
Licensee for Licensee's internal use only, provided that Licensee
follows EDGETECH's terms of use policy specified therein. All password
or controlled access information provided by EDGETECH or its authorized
distributor shall be treated as EDGETECH confidential information.
3.2 Beta License-Licensee
may be accepted into a current Beta Testing Program. Licensee may be
provided copies of, or access to, Beta for the limited purpose of
testing Beta in accordance with the Beta testing policies then in
effect. Delivered Beta is confidential and proprietary to EDGETECH and
contains trade secrets, inclusive of unpublished specifications.
Licensee agrees to retain all Beta in confidence. Except for a
"public"
Beta Testing Program, Licensee shall maintain results of testing,
performance statistics, errors, or any other quality issues encountered
in confidence and agrees not to disclose same to any third party. Beta
is subject to change prior to its commercial release and may never be
commercially released. Licensee acknowledges that such Software is not
suitable or licensed for full use and accepts all responsibility for use
of the same and any results generated. Licensee may from time to time
provide suggestions or comments regarding performance, usability or
effectiveness, bug reports, test reports, or other feedback
(collectively, "Feedback") to EDGETECH with respect to Beta. EDGETECH
retains title to such comments and may freely use, disclose, reproduce,
license, distribute, and otherwise commercialize any Feedback. A Beta
Testing Program may have additional requirements. See a description at
http://www.MapSpeller.com
3.3 Evaluation License-EDGETECH
may from time to time offer a limited term license(s) for Software,
Data, Web Services, or Documentation for Licensee's evaluation only.
3.4 Educational Use License-If
Licensee has been qualified by EDGETECH or its authorized distributor to
receive education pricing, Licensee agrees to use the Software, Data,
Web Services, and Documentation solely for educational, research and
academic purposes that are noncommercial in nature. Licensee shall not
use the Software, Data, Web Services, and Documentation for any
profit-generating activities.
3.5 Consultant Access-Licensee
may provide access to the Software, Data, Web Services, or Documentation
to any consultant or contractor of Licensee, provided that the
consultant or contractor is using the Software, Data, Web Services, or
Documentation exclusively for the benefit of Licensee. Licensee shall be
responsible for compliance by consultants or contractors with the terms
and conditions of this License Agreement. Licensee shall require
consultant or contractor to discontinue use of, and access to, Software,
Data, Web Services, and Documentation upon completion of work for
Licensee.
ARTICLE 4-SCOPE OF USE
4.1
Permitted Uses
a. Licensee
may (i) install and store copies of Software, Data, and Documentation
onto electronic storage device(s).
b. Licensee
may make one (1) copy of the Software, Data, and Documentation for
archival purposes. Licensee may make routine computer backups.
c. Licensee
may customize the Software using any (i) macro or scripting language,
(ii) published application programming interface (API), or (iii) source
or object code libraries, but only to the extent that such customization
is described in the Documentation.
d. Licensee
may use, copy, or prepare derivative works of the Documentation supplied
in digital format and thereafter reproduce, display, and redistribute
the customized documentation only for Licensee's own internal use. The
portion(s) of the Documentation supplied in digital format merged with
other software and printed or digital documentation shall continue to be
subject to the terms and conditions of this License Agreement and shall
provide the following copyright attribution notice acknowledging the
proprietary rights of EDGETECH and its licensor(s) in the Documentation
supplied in digital format: "Portions of this document include
intellectual property of Edgetech America, Inc. and its licensor(s) and
are used herein under license. Copyright © [Insert the actual
copyright date(s) from the source materials] Edgetech America, Inc.
and its licensor(s). All rights reserved."
4.2 Uses Not Permitted
a. Except as
provided herein, Licensee shall not sell, rent, lease, sublicense, lend,
assign, or time-share the Software, Data, Web Services, or
Documentation. Licensee shall not act as a service bureau or commercial
Application Service Provider (ASP) that allows third party access to the
Software, Data, Web Services, and Documentation. A commercial ASP means
a Licensee who uses Software, Data, Web Services, or Documentation for a
site or service operates the site or the service for a profit and
generates revenue by charging for access to the site or service (by
selling data, pay-per-view, subscription fee, or similar means).
b. Licensee
shall not redistribute the Software to third parties, in whole or in
part, including, but not limited to, extensions, components, or DLLs
without the prior written approval of EDGETECH as set forth in an
appropriate redistribution license agreement.
c. Licensee
shall not reverse engineer, decompile, or disassemble the Software,
Data, Web Services, or Documentation, except to the extent that such
activity is expressly permitted by applicable law notwithstanding this
restriction.
d. Except to
the extent that applicable law prohibits this restriction, Licensee
shall not make any attempt to circumvent the technological measure(s)
that controls access to, or use of, the Software, Data, Web Services,
and Documentation.
e. Licensee
shall not redistribute the Software registration number/license
authorization file(s), developer license file(s), or Web Service(s)
access codes.
f. Licensee
shall not use the Software or Web Services to transfer or exchange any
material where such transfer or exchange is prohibited by intellectual
property laws or any other federal, state, provincial, or local law.
g. Licensee
shall not remove or obscure any EDGETECH or its licensor(s) patent,
copyright, trademark, or proprietary rights notices contained in or
affixed to the Software, Data, Web Services, or Documentation.
h. Licensee
shall not unbundle individual or component parts of the Software or Data
for independent use.
ARTICLE 5-TERM AND TERMINATION
The license is effective upon
acceptance of this License Agreement and shall continue until (i) such
time that Licensee elects in writing to discontinue use of the Software,
Data, Web Services, or Documentation and terminates the license; (ii)
expiration of a term license or subscription; or (iii) either party
terminates the license for a material breach that is not cured within
ten (10) days of written notice to the other party, except that
termination is immediate for a material breach of a nature that it is
impossible to cure. Upon termination of a license, Licensee shall (i)
cease access and use of Web Services and clear Web Services client-side
data cache or (ii) uninstall, remove, and destroy all Software, Data,
and Documentation, and any whole or partial copies, modifications, or
merged portions in any form and execute and deliver evidence of such
deinstallation and destruction to EDGETECH or its authorized
distributor.
ARTICLE 6-LIMITED WARRANTIES AND
DISCLAIMERS
6.1 Limited Warranties-For
a period of ninety (90) days from the date of receipt of Software
authorization or keycode file(s) by Licensee, EDGETECH warrants that (i)
the unmodified Software will substantially conform to the published
Documentation and (ii) the media upon which the Software, Data, and
Documentation is provided will be free from defects in materials and
workmanship under normal use and service.
6.2 Data and Web Services
Disclaimer-If included under
this License Agreement, the Data and Web Services have been obtained
from sources believed to be reliable, but its accuracy and completeness
are not guaranteed. The Data and Web Services may contain some
nonconformities, defects, errors, or omissions. EDGETECH and its
licensor(s) make no warranty with respect to the Data AND WEB SERVICES
AND ARE PROVIDED "AS IS." Without limiting the generality of the
preceding sentence, EDGETECH and its licensor(s) do not warrant that the
Data and Web Services will meet Licensee's needs or expectations, that
the use of the Data and Web Services will be uninterrupted, or that all
nonconformities can or will be corrected. EDGETECH and its licensor(s)
are not inviting reliance on this Data or Web Services, and Licensee
should always verify actual Data or Web Services.
6.3 Fault
Tolerance Disclaimer
a. The
Software, Data, Web Services, and Documentation are not fault-tolerant
and are not designed, manufactured, or intended for use or resale for
use in insurance underwriting or with critical health and safety or
online control equipment in hazardous environments that require
fail-safe performance, such as in the operation of nuclear facilities,
aircraft navigation, or communication systems, air traffic control,
real-time emergency response, real-time terrorism prevention or
response, life support, or weapons systems ("Fault-Intolerant
Activities"). EDGETECH SPECIFICALLY DISCLAIMS ANY EXPRESS OR IMPLIED
WARRANTY OF FITNESS FOR USE IN FAULT- INTOLERANT ACTIVITIES.
b. To the
extent permitted by law, Licensee agrees to indemnify, defend, and hold
EDGETECH, its officers, directors, employees, agents, subcontractors,
licensors, successors, and assigns harmless from and against any and all
liability, losses, claims, expenses (including attorneys' fees),
demands, or damages of any kind, including direct, indirect, special,
punitive, incidental, or consequential damages, arising out of or in any
way connected with Licensee's use or permitting the use by others of the
Software, Web Services, and Data for Fault-Intolerant Activities.
Delivery of the Software, Web Services, and Data does not constitute a
waiver of the rights and obligations set forth in this Article.
6.4 Special Disclaimer-SAMPLE
CODE, SAMPLE APPLICATION, SAMPLE EXTENSION, HOT FIXES, EVALUATION
SOFTWARE, AND BETA ARE DELIVERED "AS IS" WITHOUT WARRANTY OF ANY KIND.
LICENSEE ASSUMES ALL RISK AS TO THE QUALITY AND PERFORMANCE OF THE
SAMPLE CODE, SAMPLE APPLICATION, SAMPLE EXTENSION, HOT FIXES, EVALUATION
SOFTWARE, AND BETA.
6.5 Internet Disclaimer-BOTH
PARTIES EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE INTERNET IS A NETWORK
OF PRIVATE AND PUBLIC NETWORKS, AND THAT (1) THE INTERNET IS NOT A
SECURE INFRASTRUCTURE, (2) NEITHER PARTY HAS CONTROL OVER THE INTERNET,
AND (3) NEITHER PARTY IS LIABLE FOR DAMAGES UNDER ANY THEORY OF LAW
RELATED TO THE DISCONTINUANCE OF OPERATION OF ANY PORTION OF THE
INTERNET OR POSSIBLE REGULATION OF THE INTERNET THAT MIGHT RESTRICT OR
PROHIBIT THE OPERATION OF THE WEB SERVICE.
6.6 General Disclaimer-EXCEPT
FOR THE ABOVE EXPRESS LIMITED WARRANTIES, EDGETECH DISCLAIMS ALL OTHER
WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT
LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, NONINTERFERENCE, SYSTEM INTEGRATION, AND
NONINFRINGEMENT. EDGETECH DOES NOT WARRANT THAT THE SOFTWARE, DATA, WEB
SERVICES, OR DOCUMENTATION WILL MEET LICENSEE'S NEEDS, OR THAT
LICENSEE'S OPERATION OF THE SAME WILL BE UNINTERRUPTED OR ERROR FREE, OR
THAT ALL NONCONFORMITIES CAN OR WILL BE CORRECTED.
6.7 Exclusive Remedy-Licensee's
exclusive remedy and EDGETECH's entire liability for breach of the
limited warranties set forth in this Article 6 shall be limited, at
EDGETECH's sole discretion, to (i) replacement of any defective media;
(ii) repair, correction, or a work-around for the Software subject to
the EDGETECH Support Services Policy; or (iii) return of the license
fees paid by Licensee for the Software or Documentation that does not
meet EDGETECH's Limited Warranty, provided that Licensee uninstalls,
removes, and destroys all copies of the Software or Documentation and
executes and delivers evidence of such deinstallation and destruction to
EDGETECH or its authorized distributor.
ARTICLE 7-LIMITATION OF LIABILITY
7.1 Disclaimer of Certain Types of
Liability-EDGETECH AND ITS
LICENSOR(S) SHALL NOT BE LIABLE TO LICENSEE FOR COSTS OF PROCUREMENT OF
SUBSTITUTE GOODS OR SERVICES; LOST PROFITS; LOST SALES OR BUSINESS
EXPENDITURES; INVESTMENTS; COMMITMENTS IN CONNECTION WITH ANY BUSINESS;
LOSS OF ANY GOODWILL, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR
CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THIS LICENSE
AGREEMENT OR USE OF THE SOFTWARE, DATA, WEB SERVICES, OR DOCUMENTATION,
HOWEVER CAUSED, ON ANY THEORY OF LIABILITY, AND WHETHER OR NOT EDGETECH
OR ITS LICENSOR(S) HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL
PURPOSE OF ANY LIMITED REMEDY.
7.2 General Limitation of
Liability-EXCEPT AS PROVIDED
IN ARTICLE 8-INFRINGEMENT INDEMNITY, EDGETECH'S TOTAL CUMULATIVE
LIABILITY HEREUNDER, FROM ALL CAUSES OF ACTION OF ANY KIND, INCLUDING,
BUT NOT LIMITED TO, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT
LIABILITY, BREACH OF WARRANTY, MISREPRESENTATION, OR OTHERWISE, SHALL
NOT EXCEED THE AMOUNTS PAID TO EDGETECH BY LICENSEE FOR SOFTWARE, DATA,
WEB SERVICES, OR DOCUMENTATION PURSUANT TO THIS LICENSE AGREEMENT.
7.3 Applicability of Disclaimers
and Limitations-Licensee
agrees that the limitations of liability and disclaimers set forth in
this License Agreement will apply regardless of whether Licensee has
accepted the Software, Data, Web Services, or Documentation or any other
product or service delivered by EDGETECH. The parties agree that
EDGETECH has set its prices and entered into this License Agreement in
reliance upon the disclaimers and limitations set forth herein, that the
same reflect an allocation of risk between the parties (including the
risk that a contract remedy may fail of its essential purpose and cause
consequential loss), and that the same form an essential basis of the
bargain between the parties.
ARTICLE 8-INFRINGEMENT INDEMNITY
8.1
EDGETECH shall defend, indemnify, and hold harmless Licensee from and
against any loss, liability, cost, or expense, including reasonable
attorneys' fees, which may be incurred by Licensee against any claims,
actions, or demands by a third party alleging that the Software, Data,
or Documentation infringes a U.S. patent, copyright, or trademark
provided
a. Licensee
promptly notifies EDGETECH in writing of the claim thereof;
b. EDGETECH
has sole control of the defense of any actions and negotiations related
to the defense or settlement of any claim; and
c. Licensee
cooperates fully in the defense of the claim.
8.2
If EDGETECH believes that the Software, Data, or Documentation is or
will become the subject of an infringement claim, or in the event that
use of the Software, Data, or Documentation is enjoined, EDGETECH, at
its own expense, may either (i) obtain the right for Licensee to
continue using the Software, Data, or Documentation or (ii) modify the
Software, Data, or Documentation to make it noninfringing while
maintaining substantially similar software functionality or
data/informational content. If neither of such alternatives is
commercially reasonable, the infringing items shall be returned to
EDGETECH, the license shall terminate, and EDGETECH's sole liability
shall be to indemnify Licensee pursuant to Article 8.1 and refund
license fees paid by Licensee prorated on a five (5) year, straight line
depreciation basis beginning from the initial date of delivery.
8.3
EDGETECH shall have no obligation hereunder to defend Licensee or to pay
any resulting costs, damages, or reasonable attorneys' fees for or with
respect to any claims, actions, or demands alleging (i) infringement
that arises by reason of combination of noninfringing items, however
acquired, with any items not supplied by EDGETECH; (ii) infringement to
the extent arising from material alteration of the Software, Data, or
Documentation by anyone other than EDGETECH, its agents, or its
contractors; (iii) the direct or contributory infringement of any
process patent by Licensee through the use of the Software, Data, or
Documentation other than a process patent that is necessarily infringed
by the internal processes executed within the Software or Data itself
when the Software or Data is executed for its intended purpose; (iv)
continued allegedly infringing activity by Licensee after it has been
notified of the possible infringement; or (v) continued allegedly
infringing activity by Licensee to the extent it arises from failure of
Licensee to use the updated or modified Software, Data, or Documentation
provided by EDGETECH for avoiding infringement.
THE FOREGOING STATES THE ENTIRE
OBLIGATION OF EDGETECH WITH RESPECT TO INFRINGEMENT OR ALLEGATION OF
INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.
ARTICLE 9-GENERAL PROVISIONS
9.1 Export Control Regulations-Licensee
expressly acknowledges and agrees that Licensee shall not export,
reexport, or provide the Software, Data, Web Services, or Documentation,
in whole or in part, to (i) any country to which the United States has
embargoed goods; (ii) any person on the U.S. Treasury Department's list
of Specially Designated Nationals; (iii) any person or entity on the
U.S. Commerce Department's Table of Denial Orders; or (iv) any person or
entity where such export, reexport, or provision violates any U.S.
export control laws or regulations including amendments and supplemental
additions as they may occur from time to time. Licensee shall not export
the Software, Data, Web Services, and/or Documentation or any underlying
information or technology to any facility in violation of these or other
applicable laws and regulations including, but not limited to, the terms
of any export license or licensing provision. Licensee represents and
warrants that it or its employees, consultants, or customers who gain
access to the Software, Data, Web Services, or Documentation are not a
national, resident, located in or under the control of, or acting on
behalf of any person, entity, or country subject to such U.S. export
controls.
9.2 Taxes and Fees, Shipping
Charges-License fees quoted to
Licensee are exclusive of any and all taxes or fees including, but not
limited to, sales tax, use tax, value-added tax (VAT), customs, duties,
or tariffs, and shipping and handling charges.
9.3 No Implied Waivers-The
failure of either party to enforce any provision of this License
Agreement shall not be deemed a waiver of the provisions or of the right
of such party thereafter to enforce that or any other provision.
9.4 Severability-The
parties mutually agree that if any provision of this License Agreement
is held to be unenforceable for any reason, such provision shall be
reformed only to the extent necessary to make the intent of the language
enforceable.
9.5 Successor and Assigns-Licensee
shall not assign, sublicense, or transfer Licensee's rights or delegate
its obligations under this License Agreement without EDGETECH's prior
written consent, and any attempt to do so without consent shall be void.
This License Agreement shall be binding upon the respective successors
and assigns of the parties to this License Agreement. Notwithstanding, a
Government contractor that has acquired Software, Data, Web Services, or
Documentation under contract to the Government may assign its rights
under this License Agreement to its Government customer upon written
notice to EDGETECH provided the Government customer assents to the terms
of this License Agreement.
9.6 Survival of Terms-The
provisions of Articles 2, 5, 6, 7, 8, and 9 of this License Agreement
shall survive the expiration or termination of this License Agreement.
9.7 Equitable Relief-Licensee
agrees that any breach of this License Agreement by Licensee may cause
irreparable damage and that, in the event of such breach, in addition to
any and all remedies at law, EDGETECH shall have the right to seek an
injunction, specific performance, or other equitable relief in any court
of competent jurisdiction without the requirement of posting a bond or
undertaking or proving injury as a condition for relief.
9.8 Government Licensee-The
Software, Data, Web Services, and Documentation are commercial computer
software, commercial data, commercial computer software documentation,
and commercial Web Services. This License Agreement contains EDGETECH's
commercial license terms and conditions for such items. The commercial
license rights in this License Agreement strictly govern Licensee's use,
reproduction, or disclosure of the Software, Data, Web Services, and
Documentation. No other license terms or conditions shall apply unless
expressly agreed in writing by EDGETECH and Licensee. EDGETECH Software
source code is unpublished and all rights to the Software, Data, Web
Services, and Documentation are reserved under copyright laws of the
United States. In the event any court, arbitrator, or board holds that
the Licensee has greater rights to any portion of the Software, Data,
Web Services, or Documentation under applicable public procurement law,
such rights shall extend only to the portions affected.
9.9 Governing Law, Arbitration
a.
Licensees in the United States of America, Its Territories, and Outlying
Areas-This License Agreement shall be governed by and construed in
accordance with the laws of the Commonwealth of Virginia without
reference to conflict of laws principles. Except as provided in Article
9.7, any dispute arising out of or relating to this License Agreement,
or the breach thereof, which cannot be settled through negotiation,
shall be finally settled by arbitration administered by the American
Arbitration Association under its Commercial Arbitration Rules. Judgment
on the award rendered by the arbitrator may be entered in a court of
competent jurisdiction. If Licensee is a U.S. Government agency, this
License Agreement is subject to the Contract Disputes Act of 1978, as
amended (41 U.S.C. 601-613), in lieu of the Arbitration provisions of
this clause.
b. All
Other Licensees-Except as provided in Article 9.7, any dispute
arising out of, or relating to, this License Agreement or the breach
thereof, which cannot be settled through negotiation, shall be finally
settled under the Rules of Arbitration of the International Chamber of
Commerce by one (1) arbitrator appointed in accordance with said Rules.
The language of the arbitration shall be in English. The place of the
arbitration shall be at a mutually agreed location. This License
Agreement shall not be governed by the United Nations Convention on
Contracts for the International Sale of Goods, the application of which
is expressly excluded. Either party shall, at the request of the other,
make available documents or witnesses relevant to the major aspects of
the dispute.
9.10 Entire Agreement-This
License Agreement including Exhibit 1 constitutes the sole and entire
agreement of the parties as to the subject matter set forth herein and
supersedes any previous license agreements, understandings, and
arrangements between the parties relating to such subject matter.
Additional or different terms included with an order or other document
shall not be binding upon EDGETECH. Any modification(s) or amendment(s)
to this License Agreement must be in writing and signed by each party.
EXHIBIT 1
SCOPE OF USE
(E300 9/06)
The scope of use for each EDGETECH
Software identified below is described in the applicable footnotes
listed in parentheses.
• MapSpeller
(1, 2, 3)
1. "Single
Use License." Licensee may permit a single authorized end user to
install and use the Software, Data, and Documentation on a single
computer for use by that end user on the computer on which the Software
is installed for a limited term license(s) of three years. Licensee may
NOT permit the single authorized end user to make a second copy for end
user's exclusive use on a portable computer.
2.
"Evaluation License." Licensee may permit a single authorized end user
to install and use the Software, Data, and Documentation on a single
computer for use by that end user on the computer on which the Software
is installed for a limited term license(s) specified in its name. For
example, the term for a “30-Day Evaluation Licensee” is 30 days; the
term for a 21-Day Evaluation license is 21 days, and so forth. User may
NOT permit the single authorized end user to make a second copy for end
user's exclusive use on a portable computer.
3. "Terminal
Server Use License." Licensee may permit a single, and always the same,
end user to access the Software, Data, and Documentation on a single or
multiple computers running a Windows terminal server, a Citrix metaframe
or any technology that lets users
remotely execute Windows-based applications on a terminal server. The
license is for use by the same, named single end user on a
terminal for a limited term license(s) of three years.
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