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──────────────────────────────────────────────
BABBLE! 2.0 SITE LICENSE INFORMATION
Last Updated September 1991
Korenthal Associates, Inc.
──────────────────────────────────────────────
What is a site license? A site 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. 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 additional manuals or disks. Site
licensing enables companies, departments, government agencies, etc.,
to equip their personnel with the tools they need at a minimal cost.
Here's the gist of how it works: the company purchasing a site license
(the licensee) provides a single point of contact for shipping,
technical support, upgrades, etc., and we (the licensor) provide a
"master" of the disks, manual, and any other parts of the package.
The following chart gives a breakdown of the cost of site licensing
and how much you save per user. For example, if you purchase a site
license for 25 users, your cost will be $350, which saves you $275 off
the cost of 25 individual packages. The larger the site license, the
more you save.
Number License Fee Discount Discounted
of Users Payable Percentage* Price per User*
up to 10 $ 150 40% $ 15
11 to 25 $ 350 44% $ 14
26 to 50 $ 650 48% $ 13
51 to 75 $ 850 55% $ 11
76 to 100 $ 1000 60% $ 10
Over 100 Please contact Korenthal Associates.
The following document is the complete license agreement. Simply
print it, fill it out, sign under LICENSEE, enclose a check or money
order (or credit card information), and mail it to the address below.
Site licenses can also be ordered by phone or fax, or by P.O.'s.
Korenthal Associates, Inc. Order line: 1-800-KA-PROGS
230 West 13th Street Information: 1-212-242-1790
New York, New York 10011 Fax: 1-212-242-2599
U.S.A. CompuServe: [76004,2605]
────────────────────
*Discount reflects savings over buying individual packages when
applied to the maximum number of users allowed for each site license.
Site License Information Page 1 of 8
Babble! 2.0 SITELIC.DOC
Upon receipt of the completed, signed form, and payment for the
correct amount, we will send you the required master disks and
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 100 users, please call our offices at 1-212-242-1790.
All of the following pages are part of the actual site license
agreement:
Site License Information Page 2 of 8
Korenthal Associates, Inc. Babble! 2.0
END USER SITE LICENSE AGREEMENT
─────────────────────────────────
Korenthal Associates, 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 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 (Korenthal
Associates) 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 Korenthal Associates' 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 using a distinct copy
of the licensed program whether or not he is actually using it.
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
Site License Agreement Page 1 of 6
Korenthal Associates, Inc. Babble! 2.0
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 Korenthal Associates in writing. This
license will also terminate as otherwise provided in this agreement.
On termination, Licensee shall return all materials not destroyed to
Korenthal Associates 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 source code for the
licensed program and all documentation related thereto constitute the
valuable properties and trade secrets of Korenthal Associates, 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 Korenthal Associates 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 Korenthal Associates 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.
Site License Agreement Page 2 of 6
Korenthal Associates, Inc. Babble! 2.0
6.0 LIMITED WARRANTY
6.1 Korenthal Associates 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. Korenthal Associates does not warrant
that the licensed program is free from coding errors. Any program
problems reported to Korenthal Associates during the warranty period
and determined by Korenthal Associates to be actual coding errors will
be corrected by Korenthal Associates 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
Korenthal Associates 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 Korenthal Associates 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 Korenthal Associates 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 KORENTHAL
ASSOCIATES, INC. 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 Korenthal Associates;
and
8.2 Licensee's normal business operations are disrupted or
Site License Agreement Page 3 of 6
Korenthal Associates, Inc. Babble! 2.0
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 Korenthal Associates, which consent
will not be unreasonably withheld. Korenthal Associates 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 State of New
York 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 New York County, State of New
York, or in the United States District Court for the Southern District
of the State of New York.
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.
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
Site License Agreement Page 4 of 6
Korenthal Associates, Inc. Babble! 2.0
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 Time is of the essence of this agreement.
9.9 This agreement may be signed in counterparts.
Site License Agreement Page 5 of 6
Korenthal Associates, Inc. Babble! 2.0
Effective this ________ day of ________________________, 19_____.
LICENSEE LICENSOR
_______________________________ _______________________________
Authorized Representative Authorized Representative
Typed name_____________________ Typed name_____________________
Title__________________________ Title__________________________
Address________________________ Address________________________
_______________________________ Korenthal Associates, Inc.
_______________________________ 230 West 13th Street
_______________________________ New York, New York 10011
EXHIBIT 1
Licensed Program
Babble! Version 2.0
NUMBER OF USERS LICENSE FEE PAYABLE
5 to 10 $ 150
11 to 25 $ 350
26 to 50 $ 650
51 to 75 $ 850
76 to 100 $1000
Over 100 Please contact Korenthal Associates.
The above prices include one copy of the Babble! retail package.
Licensee may make additional copies, up to the number of copies
licensed. Korenthal Associates can supply multiple copies of the
distribution disks at an additional cost of $5.00 per copy plus
shipping and handling costs. Korenthal Associates can supply multiple
copies of the typeset manual at an additional cost of $8.00 per copy
plus shipping and handling costs.
Site License Agreement Page 6 of 6