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File: SITELICE.DOC Page 1 of 3
M E T R I C - X
-----------------
Version 1.10
--------------
S I T E L I C E N S E I N F O R M A T I O N
---------------------------------------------------------
N E T W O R K L I C E N S E I N F O R M A T I O N
Site-10, Site-25 and Site-50 Licenses:
--------------------------------------
What is a site license? A site license is an less-expensive way
for more than one person to legally use one copy of a program on
more than one computer at a time. Site licenses are designed for
companies, offices or workgroups where more than one person in
the organization needs to use a product, but does not need the
additional (1 per user) disks. Site licenses are available for
10-User, 25-User or 50-User Installations which is limited to a
single, physical site (contiguous real property). Site licensing
enables companies, departments, government agencies, etc., to
equip their personnel with the tools they need at a minimal cost.
Unlimited-Usage Network Licenses:
---------------------------------
What is a network license? A network license is an inexpensive
way for more than one person to legally use one copy of a program
on more than one computer at a time (via a computer network).
Network licenses are designed for companies, offices or workgroups
where more than one person in the organization needs to use a
product, and can access a single copy of the software via the
organization's network. The network license has no limit to the
maximum number of authorized user, but the network is limited to
a single, physical site (contiguous real property). Network
licensing enables companies, departments, government agencies,
etc., to equip their personnel with the tools they need at a
minimal cost.
File: SITELICE.DOC METRIC-X - Version 1.10 Page 2 of 3
Here's the gist of how it works: The company purchasing a site
or network license (the licensee) provides a single point of
contact for shipping, technical support, upgrades, etc., and we
(the licensor) provide:
Site-10 License: Quantity 2 each (5-1/4 & 3-1/2 program
diskettes and 10 each User's Manuals
for a total cost of US$150.00 plus
US$2.50 shipping & handling (S&H).
A saving of $100 over the $250 single
copy cost (@ $25 per copy).
Site-25 License: Quantity 5 each (5-1/4 & 3-1/2 program
diskettes and 25 each User's Manuals
for a total cost of US$300.00 plus
US$4.50 shipping & handling (S&H).
A saving of $200 over the $500 single
copy cost (@ $20 per copy).
Site-50 License: Quantity 5 each (5-1/4 & 3-1/2 program
diskettes and 50 each User's Manuals
for a total cost of US$575.00 plus
US$5.00 shipping & handling (S&H).
A saving of $300 over the $875 single
copy cost (@ $17.50 per copy).
Network License: Quantity 2 each (5-1/4 & 3-1/2 program
diskettes and 50 each User's Manuals
for a total cost of US$650.00 plus
US$5.00 shipping & handling (S&H).
A saving of $225 over the $875 single
copy cost. Extra user's manuals are
available for $2.50 each.
NOTE: If you do not find a license scenario which meets your
organization's (or group) needs, please contact Orion
Development Corporation. We can customize an equitable
package plan that is just right for you.
NOTE: All license fees quoted above are in U.S. Dollars and
payment must be made in U.S. Dollars (check or money order)
and drawn on a U.S. banking institution.
File: SITELICE.DOC METRIC-X - Version 1.10 Page 3 of 3
These days the world seems to be run by attorneys, so of course
they want to get involved in everything. The following legalese
document is the complete license agreement. Simply print it, fill
it out, sign under LICENSEE, enclose a check or money order for
the correct amount, and mail it to:
Orion Development Corp. Voice: (703) 698-8126
P.O. Box 2323 CompuServe: 71140,2416
Merrifield, VA 22116-2323
U.S.A.
Upon receipt of the completed, signed form, and a check or money
order for the correct amount, we will send you the latest version
of the "golden masters" program diskettes and the correct number
of User's Manuals and a copy of the license agreement with an
authorized signature under LICENSOR.
If you have any questions, or if you need site license information
for more than 1 site (such as multi-state, etc.), please call our
offices at (703) 698-8126. Thank you!
NOTE: This software is also marketed as Shareware, but this
license has no relation to the Shareware version.
All of the following pages are part of the actual site license
agreement:
SITE LICENSE AGREEMENT Page 1 of 6
METRIC-X, Version 1.10
END USER SITE LICENSE AGREEMENT
-------------------------------
Orion Development Corporation (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 executable 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 (Orion Development
Corp.) will deliver the specified number of copies 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 Orion Development
Corporation'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 terminal user is automatically
considered to be using a distinct copy of the licensed program
whether or not he is actually using it.
Site License Agreement Orion Development Corporation METRIC-X v1.10
SITE LICENSE AGREEMENT Page 2 of 6
Orion Development Corporation METRIC-X 1.10
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 and notifying Orion Development Corporation in
writing. This license will also terminate as otherwise provided
in this agreement. On termination, Licensee shall return all
materials not destroyed to Orion Development Corporation 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 source code for
the licensed program and all documentation related thereto
constitute the valuable properties and trade secrets of Orion
Development Corporation, 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 Orion Development Corporation 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 Orion Development Corporation
promptly and in writing of any actual or suspected unauthorized
use or disclosure of the licensed programs or documentation related
thereto.
Site License Agreement Orion Development Corporation METRIC-X v1.10
SITE LICENSE AGREEMENT Page 3 of 6
Orion Development Corporation METRIC-X 1.10
5.5 The obligations under this paragraph shall survive the
termination or rescission of this agreement.
6.0 LIMITED WARRANTY
6.1 Orion Development Corporation 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. Orion
Development Corporation does not warrant that the licensed program
is free from coding errors. Any program problems reported to Orion
Development Corporation during the warranty period and determined
by Orion Development Corporation to be actual coding errors will
be corrected by Orion Development Corporation 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 Orion Development Corporation personnel.
6.3 LICENSOR MAKES AND LICENSEE RECEIVES NO OTHER WARRANTY OF
ANY KIND, EXPRESSED OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY
WARRANTIES OF MERCHANTABILITY AND/OR FITNESS FOR A PARTICULAR
PURPOSE.
7.0 LIMITATION OF LIABILITY
7.1 The total liability of Orion Development Corporation 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 Orion Development
Corporation for the specific client project which is the subject
of such claim or damage.
7.2 IN NO EVENT SHALL LICENSOR BE LIABLE TO LICENSEE FOR
ADDITIONAL DAMAGES, INCLUDING ANY LOST PROFITS, LOST SAVINGS OR
OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE
OF OR INABILITY TO USE THE LICENSED PROGRAM, EVEN IF LICENSOR HAS
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
8.0 TERMINATION. THIS LICENSE MAY BE TERMINATED BY ORION
DEVELOPMENT CORPORATION IF:
Site License Agreement Orion Development Corporation METRIC-X v1.10
SITE LICENSE AGREEMENT Page 4 of 6
Orion Development Corporation METRIC-X 1.10
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
Orion Development Corporation; 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 Orion Development Corporation,
which consent will not be unreasonably withheld. Orion Development
Corporation may assign this agreement entirely in its discretion
upon the express written assumption of the obligations hereunder
by the assignee.
9.2 This agreement shall be interpreted and enforced in
accordance with and shall be governed by the laws of the
Commonwealth of Virginia 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 County Court in and for Fairfax County,
Commonwealth of Virginia, or in the United States District Court
for the Eastern District of Virginia, in Alexandria, Virginia.
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 judgment 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. This provision shall not
apply to any action or proceeding for injunctive relief.
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.
Site License Agreement Orion Development Corporation METRIC-X v1.10
SITE LICENSE AGREEMENT Page 5 of 6
Orion Development Corporation METRIC-X 1.10
9.5 If 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 provided hereinabove.
9.8 Timely payment is of the essence of this agreement.
9.9 This agreement may be signed in counterparts.
Site License Agreement Orion Development Corporation METRIC-X v1.10
SITE LICENSE AGREEMENT Page 6 of 6
Orion Development Corporation METRIC-X 1.10
Effective this _________ day of ________________________, 19_____.
LICENSEE LICENSOR
_______________________________ _______________________________
Authorized Representative Authorized Representative
Typed name_____________________ Typed name_____________________
Title__________________________ Title__________________________
Address________________________ Address________________________
_______________________________ _Orion Development Corporation_
_______________________________ _P.O. Box 2323_________________
_______________________________ _Merrifield, Virginia 22116____
EXHIBIT 1
Licensed Program
METRIC-X, Version 1.10
LICENSE NUMBER NUMBER
TYPE OF USERS OF MANUALS LICENSE FEE + (S&H)
------- -------- ---------- -----------------------
SITE-10 10 10 $150.00 + $2.50(S&H)
SITE-25 25 25 $300.00 + $4.50(S&H)
SITE-50 50 50 $575.00 + $5.00(S&H)
NETWORK Unlimited 50 $650.00 + $5.00(S&H)
(add 4-1/2% Virginia State Sales Tax if Applicable)
The above prices include copies of the current Version of METRIC-X.
Licensee may make additional copies, up to the number of copies
licensed. Orion Development Corporation can supply Network Licensee
multiple copies of the printed User's Guide at an additional cost of
$2.50 per copy (plus shipping and handling costs if ordered after
the initial License execution).
Site License Agreement Orion Development Corporation METRIC-X v1.10