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The following is a Corporate Site License Agreement for multiple copies
of TSR Download. To initiate an agreement, submit two (2) completed,
signed copies of this document to Elfring Consulting, Inc. along with a
check made payable for the amount of the license agreement. No purchase
orders for site licenses will be accepted. We will return one copy of
the agreement signed by both parties, along with the master disk and
documentation.
PROGRAM END USER SITE LICENSE AGREEMENT
Elfring Consulting, Inc. (Licensor) grants to _____________________
________________________________________(Licensee), and Licensee
accepts, a license to use the licensed program in accordance with the
terms and conditions contained in this agreement.
1.0 DEFINITIONS
1.1 "Licensed program" means the object code version of the
program listed in Exhibit 1 and related program user documentation.
No rights to the source code versions of the licensed program are
granted by this license.
1.2 "Object code" means any instruction or set of instructions
in machine readable form.
1.3 "User documentation" means any standard manuals or other
related materials used for user instruction or reference in use of the
licensed program.
1.4 "Use" means copying of any portion of the licensed program
from a storage unit or media into the designated equipment and
execution of the licensed program on the equipment.
2.0 LICENSE GRANT
2.1 Licensee is granted a nontransferable, nonexclusive right to
use the number of copies of the licensed program indicated on Exhibit
1 for Licensee's internal use. Licensor will deliver one copy of the
licensed program to Licensee. Licensee may make additional copies of
the licensed program, up to the number of copies licensed herein,
provided that each copy of the program contains Licensor's copyright
notice and any other proprietary legends, including legends under the
Federal Acquisition Regulations (FAR), if any, contained on the
delivered copy.
2.2 Each copy of the licensed program provided under this
license may be used on only one computer at any one time. If used on
a network system, each user is considered to be employing a distinct
copy of the licensed program.
2.3 Licensee shall not use, copy, rent, lease, sell, modify,
decompile, disassemble, otherwise reverse engineer, or transfer the
licensed program except as provided in this agreement. Any such
unauthorized use shall result in immediate and automatic termination
of this license.
3.0 TERMS
3.1 This license is effective until terminated. Licensee may
terminate it at any time by destroying the licensed program and all
copies of it an notifying the Licensor in writing. This license will
also terminate as otherwise provided in this agreement. On
Page 1 of 5
PROGRAM END USER SITE LICENSE AGREEMENT
termination, Licensee shall return all materials not destroyed to
Licensor together with a written verification that the remaining
materials have been destroyed.
4.0 PAYMENT
4.1 The fee for this license is set forth in Exhibit 1, payable
as set forth.
5.0 CONFIDENTIALITY AND PROPRIETARY RIGHTS
5.1 The licensed program is licensed, not sold. Nothing in this
agreement shall be construed as conveying title in the licensed
program to Licensee.
5.2 Licensee understands and agrees that the licensed program
and all documentation related thereto constitute the valuable
properties and trade secrets of Licensor, owner of the copyright to
the licensed program, embodying substantial creative efforts which are
secret, confidential, and not generally known by the public, and which
secure to Licensor a competitive advantage.
5.3 Licensee agrees during the term of this license, and
thereafter, to hold the licensed program, including any copies thereof
and any documentation related thereto, in strict confidence and to not
permit any person or entity to obtain access to it except as required
for Licensee's own internal use hereunder.
5.4 Licensee shall inform Licensor promptly and in writing of
any actual or suspected unauthorized use or disclosure of the licensed
programs or documentation related thereto.
5.5 The obligations under this paragraph shall survive the
termination or rescission of this agreement.
6.0 LIMITED WARRANTY
6.1 Licensor warrants that for a period of ninety days from the
date of delivery of the licensed program the program, if unmodified by
the Licensee, will perform in substantial conformity with the user
documentation. Licensor does not warrant that the licensed program is
free from coding errors. Any program problems reported to Licensor
during the warranty period and determined by the Licensor to be actual
coding errors will be corrected by Licensor within a reasonable time.
Any modifications to the licensed program shall thereafter be licensed
AS IS.
6.2 The above warranty does not apply to the extent that any
failure of the licensed program to perform as warranted is caused by
the licensed program being (1) not used in accordance with the user
documentation, or (2) modified by any person other than authorized
Licensor personnel.
Page 2 of 5
PROGRAM END USER SITE LICENSE AGREEMENT
6.3 Within forty-five days after delivery of the first copy of
the licensed program, Licensee shall perform such tests as it deems
necessary to determine that the licensed program operates
substantially in conformity with the user documentation. If during
such tests Licensee determines that the licensed program does not so
perform after following the error procedures described in the user
documentation, Licensee shall immediately notify Licensor, setting
forth the defects noted with the specificity requested by Licensor.
Upon notification of reported defects, Licensor shall have a
reasonable time to determine if actual coding errors exist and, if so,
to remedy those errors. Within fifteen days after redelivery,
Licensee shall retest the program and report any other problems
encountered. Unless Licensee notifies Licensor of defects encountered
within the forty-five day test period, the licensed program shall be
deemed to have been accepted.
6.4 LICENSOR MAKES AND LICENSEE RECEIVES NO OTHER WARRANTIES,
EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
7.0 LIMITATION OF LIABILITY
7.1 The total liability of Licensor or its suppliers for any
claim or damage arising out of the use of the licensed program or
otherwise related to this license shall be limited to direct damages
which shall not exceed the license fee(s) which have been paid by
Licensee to Licensor for the specific client project which is the
subject of such claim or damage.
7.2 IN NO EVENT SHALL LICENSOR OR ITS SUPPLIERS BE LIABLE FOR
ANY CONSEQUENTIAL OR INCIDENTAL DAMAGES ARISING OUT OF THE USE OF THE
LICENSED PROGRAM OR RELATED TO THIS LICENSE.
8.0 TERMINATION. THIS LICENSE MAY BE TERMINATED BY LICENSOR IF:
8.1 Licensee fails to comply with any material term or condition
of this agreement and Licensee fails to cure such failure within
fifteen days after notices of such failure by Licensor; and
8.2 Licensee's normal business operations are disrupted or
discontinued for more than thirty days by reason of insolvency,
bankruptcy, receivership, or business termination.
9.0 GENERAL TERMS
9.1 Neither this agreement nor any rights or obligations
hereunder shall be assigned or otherwise transferred by Licensee
without prior written consent of Licensor, which consent will not be
unreasonably withheld. Licensor may assign this agreement entirely in
its discretion upon the express written assumption of the obligations
hereunder by the assignee.
Page 3 of 5
PROGRAM END USER SITE LICENSE AGREEMENT
9.2 This agreement shall be interpreted and enforced in
accordance with and shall be governed by the laws of the State of
Illinois applicable to contracts between residents. No suit for
enforcement of or for a declaration of rights between the parties to
this agreement shall be commenced in any court other than the
Municipal or Superior Court in and for Kane County, State of Illinois,
or in the United States District Court for the Northern District
of the State of Illinois.
9.3 Any controversy or claim arising out of or relating to this
agreement or the breach thereof shall be settled by arbitration in
accordance with the commercial rules of the American Arbitration
Association, using an arbitrator with knowledge of computers and
software, and judgement upon the award rendered by the arbitrator(s)
may be entered in any court having jurisdiction thereof. No
arbitration or other action arising out of any claimed breach of this
agreement or transactions under this agreement may be demanded by
either party more than one year after the cause of action accrued.
The prevailing party in any such action related to or arising under
this agreement shall be entitled to reasonable attorneys' fees.
9.4 This agreement and its exhibits contain the entire agreement
between the parties hereto, superseding all previous agreements,
representations, understandings and negotiations. This agreement may
not be amended other than by writing signed by an authorized
representative of the parties.
9.5 In any terms or provisions of this agreement shall be found
to be illegal or unenforceable then, notwithstanding, this agreement
shall remain in full force and effect and such term or provision shall
be deemed stricken.
9.6 No amendment of this agreement shall be effective unless it
is in writing and signed by duly authorized representatives or both
parties. No term or provision hereof shall be deemed waived and no
breach excused unless such waiver or consent shall be in writing and
signed by the party claimed to have waived or consented. Any consent
by any party to or waiver of a breach by the other, whether express or
implied, shall not constitute a consent to, waiver of or excuse for
any other, different or subsequent breach.
9.7 This agreement shall be binding on and shall inure to the
benefit of the heirs, executors, administrators, successors and
assigns of the parties hereto, but nothing in this paragraph shall be
construed as a consent to any assignment of this agreement by either
party except as provide hereinabove.
9.8 Time is of the essence of this agreement.
9.9 This agreement may be signed in counterparts.
Page 4 of 5
PROGRAM END USER SITE LICENSE AGREEMENT
Effective this ____________ day of ________________________, 19_____.
LICENSEE LICENSOR
________________________________ _________________________________
Authorized Representative Authorized Representative
Typed name______________________ Typed name: Gary Elfring
Title___________________________ Title: President
Address_________________________ Address: Elfring Consulting, Inc.
________________________________ 4N899 West Mary Drive
________________________________ St. Charles, IL 60175
________________________________
________________________________ ______ ________________
Program to License Copies License fee paid
Page 5 of 5
EXHIBIT 1
Licensed Programs
LICENSED PROGRAM NUMBER OF USERS LICENSE FEE PAYABLE
TSR Download 10 to 25 $17.50 per copy
package 26 to 50 $16.00 per copy
51 to 100 $15.00 per copy
101 to 400 $14.00 per copy
401 and up $12.00 per copy
TSR Download 10 to 25 $32.50 per copy
& LaserJet 26 to 50 $30.50 per copy
port. & land. 51 to 100 $28.50 per copy
soft fonts 101 to 400 $26.50 per copy
401 and up $23.00 per copy
TSR Download 10 to 25 $37.50 per copy
& DeskJet 26 to 50 $35.50 per copy
soft fonts 51 to 100 $33.50 per copy
101 to 400 $31.50 per copy
401 and up $29.00 per copy
The above prices includes one master copy of the Retail Version of
TSR Download (and may include the soft fonts). It also includes a
master copy of the documentation for said program in a form suitable
for mass duplication (unbound). Licensee may make additional copies,
up to the number of copies licensed. Elfring Consulting, Inc., can
supply multiple copies of the distribution disk at an additional cost
of $5.00 per copy plus shipping and handling costs.