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APPENDIX C
LICENSE AND EVALUATION AGREEMENT
READ THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT CAREFULLY
BEFORE USING THE DOORWAY (TM) PROGRAM DISKETTE, THE COMPUTER
SOFTWARE THEREIN, AND THE ACCOMPANYING USER DOCUMENTATION, IF
ANY, (THE "PROGRAM"). THIS LICENSE AGREEMENT REPRESENTS THE
ENTIRE AGREEMENT CONCERNING THE PROGRAM BETWEEN YOU AND MARSHALL
DUDLEY DBA DOORWAY (TM) (REFERRED TO AS LICENSOR), AND IT
SUPERSEDES ANY PRIOR PROPOSAL, REPRESENTATION, OR UNDERSTANDING
BETWEEN THE PARTIES. BY USING THE DOORWAY (TM) PROGRAM, YOU ARE
ACCEPTING AND AGREEING TO THE TERMS OF THIS LICENSE AGREEMENT.
IF YOU ARE NOT WILLING TO BE BOUND BY THE TERMS OF THIS LICENSE
AGREEMENT, YOU SHOULD NOT USE THE DOORWAY (TM) PROGRAMING.
WITNESSETH:
WHEREAS, Marshall Dudley, (hereinafter "LICENSOR") doing
business as DOORWAY (TM) has developed certain programming and
software to be covered by the terms of this agreement, and
WHEREAS, the Program embodies and reflects certain Trade
Secrets and Copyrights of the LICENSOR, and
WHEREAS, you are interested in licensing computer software
and documentation having the general characteristics of the
Program and therefore desire to evaluate the Program for possible
registration; and
WHEREAS, the LICENSOR has delivered a demonstration copy of
the Program to you, for the sole purpose of your conducting such
evaluation under the terms, conditions and limitations of this
Agreement;
NOW, THEREFORE, in consideration of the premises hereof, and the
mutual promises and obligations herein, upon use of the Program,
you hereby agree to be bound as follows:
(1) LICENSE GRANT: The LICENSOR hereby grants to you, and
you accept upon first use, a non*exclusive right to use the
Doorway (TM) Program Diskette and computer software contained
therein in object-code only form, and only as authorized by this
agreement. This Doorway (TM) Program is strictly a
non*registered, demonstration version. This non*registered
version may be freely distributed and uploaded to BBS's subject
to the herein proscribed time limitations. From the date of
first use by you of the Doorway (TM) Software Program, you can
use and test the program for a single thirty (30) day time
period. Thirty (30) days after first use of the program, the
program may not thereafter be used unless it has been previously
registered with the LICENSOR.
(2) Licensor's Rights: You acknowledge and agree that the
Program consists of proprietary, unpublished products of
LICENSOR, protected under U.S. copyright law and trade secret
laws of general applicability. You further acknowledge and agree
that all right, title, and interest in and to the Program are and
shall remain with LICENSOR. This License Agreement does not
convey to you an interest in or to the Program, revocable in
accordance with the terms of this License Agreement, but only a
limited right of use.
(3) Licensed "As Is" And Limitation Of Warranties:
(a) The Program and software subject to this Agreement
are licensed to you "AS IS" and the Licensor disclaims any and
all warranties, whether disclaims any and all warranties, whether
express or implied, including without limitation any implied
warranties of merchantability or of fitness for a particular
purpose.
(b) The Licensor and any of his associates shall not
be liable or responsible for any damages resulting to you or
others from your use of the Program. You assume full
responsibility for determining what use(s) the Program serve(s),
if any, and whether the Program meets your requirements. The
LICENSOR makes no representations whatsoever concerning the
performance, acceptability and/or compatibility with your
equipment and operation of the Program provided.
(4) Limitation Of Damages
You agree that with respect to any claims of any nature
whatsoever that you or any other party may have against LICENSOR
resulting from use of the Program, that LICENSOR shall be
notified in writing by you of the claim within 30 days of the
incident or occurrence giving rise to the claim, mailed, by
certified letter to:
Marshall Dudley
406 Monitor Lane
Knoxville, TN 37922
You agree that in no event shall LICENSOR be liable for any
indirect, incidental, consequential, special, or exemplary
damages or lost profits, even if LICENSOR has been advised of the
possibility of such damages. You further agree that if for any
reason the LICENSOR is found to be liable to you as a result of
your use of the program and software, that as partial
consideration of the LICENSOR granting you this license, you
agree that LICENSOR'S sole and exclusive cumulative liability to
you or others shall be no greater than the amount of any
registration fee paid by you. SOME STATES DO NOT ALLOW THE
LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR
CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY
NOT APPLY TO YOU.
(5) Proprietary Protection
(a) The Program is furnished to you for the sole
purpose of enabling you to determine whether to register Program
with the LICENSOR. You shall use the Program solely for such
purpose, and shall not, without the prior written approval of the
LICENSOR, either allow any third party to use, or yourself use,
the Program for any other purpose or for the benefit of any third
party.
(b) This Agreement conveys to you only a limited right
of use, fully revocable in accordance with the provisions of this
Agreement. Except for such right of use, you shall not assert
any right, title, or interest in or to the Program or any
pertinent documentation.
(c) The LICENSOR hereby represents, and you hereby
acknowledge, that the program and software contain substantial
Trade Secrets of the LICENSOR; such Trade Secrets have been
entrusted to you for use only as expressly authorized under this
Agreement. Under no circumstances may you decompile, reverse
engineer, or "unlock" as the term is generally used in the
industry, the program and software.
(d) LICENSOR claims and reserves to itself all rights
and benefits afforded under U.S. copyright law and all
international copyright conventions in the Program and any
pertinent documentation as restricted, unpublished works, or as
copyrighted material, as the case may be.
(e) You shall devote your best efforts, consistent
with the practices and procedures under which you protect your
own most valuable proprietary information and materials, to
protect the Program and any pertinent documentation against any
unauthorized or unlawful use or copying.
(f) You shall make no hard copies of the Program, and
may store in memory only so much programming as authorized by
the terms of this agreement. Upon expiration of 30 days after
your first use of the program and software, you shall
permanently cease use of the program and software, unless it has
been registered pursuant to provisions of this agreement.
(6) Registration: You agree that after using the program
and software provided for thirty (30) days from first use, you
will not use or test the program and software, unless it has been
registered with the LICENSOR in one of the two following manners:
(a) You can register by filling out the order blank
included in this ZIP and send with $30.00 to:
Marshall Dudley
406 Monitor Lane
Knoxville, TN 37922
(b) You can also register by calling Data World BBS,
and go into the DOORWAY registration door (DOOR 18) which will
allow you to register your software on*line in only a couple of
minutes. You will receive your registration number while you
wait. Be sure and have either your VISA, MASTERCARD, or AMEX
card handy before entering the door. Please note that the $5.00
off coupon is not valid when registering on*line, and that using
a false or stolen credit card number to obtain a product or
service may be a crime. When you register, you will receive a
Registration number for your copy of DOORWAY (TM).
(c) After completing registration you will be
registered in the DOORS conference on Data World BBS. The
registration number permits you to make your demo*version a
fully*operational, registered version. You agree not to defeat
the registration, or to distribute a registered version of
DOORWAY (TM) to anyone. If you have any questions or comments,
feel free to contact the home board:
Data World BBS (615) 966-3574, 675-3282
(d) Registration of the Program shall be exclusive to
the person registering said program and software, and you may not
transfer the registered program and software to or provide copies
of the registered program and software to third parties. The
registered program and software shall be subject to all
provisions and conditions of this agreement.
(e) The specifications of this product and the terms
and conditions of its registration are subject to change at any
time upon the sole and exclusive discretion of LICENSOR without
prior or future notification to you.
(7) Trademark: DOORWAY (TM) and "Doorway to Unlimited
Doors" (TM) are registered trademarks of the Licensor. No right,
or interest to such trademarks are granted hereunder, and you
agree that no such right, license, or interest shall be asserted
by you with respect to such trademarks.
(8) Governing Law: This Agreement shall be construed and
governed in accordance with the laws of the State of Tennessee.
(9) Ambiguity: As partial consideration for this agreement
and use of the Program, you hereby agree that any ambiguity
contained in this agreement shall be construed most favorably to
the LICENSOR.
(10) Severability: Should any term of this License
Agreement be declared void or unenforceable by any court of
competent jurisdiction, such declaration shall have no effect on
the remaining terms hereof.
(11) No Waiver: The failure of either party to enforce any
rights granted hereunder or to take action against the other
party in the event of any breach hereunder shall not be deemed a
waiver by that party as to subsequent enforcement of rights or
subsequent actions in the event of future breaches.
(12) Venue and Jurisdiction: You hereby agree by virtue of
this agreement that any and all actions brought by you against
LICENSOR shall be brought before a Court of competent
jurisdiction in Knox County, Tennessee, and that as between you
and the LICENSOR, that this License Agreement shall be deemed to
have been entered into in Knox County, Tennessee.
(13) Acceptance: You agree to all the terms, conditions
and limitations of this agreement upon your first use of the
program and software covered hereby.
THIS PROGRAM IS THE CONFIDENTIAL AND PROPRIETARY PRODUCT OF
LICENSOR. ANY UNAUTHORIZED USE, REPRODUCTION OR TRANSFER OF THIS
PROGRAM IS STRICTLY PROHIBITED. COPYRIGHT 1989 BY MARSHALL
DUDLEY. SUBJECT TO LIMITED DISTRIBUTION AND RESTRICTED DISCLOSURE
ONLY. ALL RIGHTS RESERVED.
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