READ THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT ("AGREEMENT") CAREFULLY BEFORE INSTALLING THE SOFTWARE CONTAINED ON THE CD-ROM DISK(S) IN THIS PACKAGE ("ABI DATABASE"). BY INSTALLING THE ABI DATABASE YOU ARE ACCEPTING AND AGREEING TO THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, PLEASE PROMPTLY RETURN THE COMPLETE PACKAGE FOR A REFUND.
1. License.
1.1 American Business Information, Inc., or its affiliate(s) (collectively "ABI"), hereby grants to you a limited, non-exclusive and non-transferable right and license to use one copy of the ABI Database, in object code only, and one copy of the User Documentation on a single computer under your control ("License"). Neither concurrent use on two or more computers nor use in a local area network or other network is permitted without ABI's prior written consent and the payment of other license fees. You acknowledge and agree that you shall use the ABI Database solely for your own internal data processing purposes and only by you or your employees. You do not have the right to sublicense, resell, relicense or otherwise deliver the ABI Database or any part thereof to any third party or use the ABI Database commercially for the benefit of a third-party. Any use of the ABI Database not expressly authorized in this Paragraph 1 is expressly prohibited.
1.2 You shall not copy the ABI Database, User Documentation, or any part thereof, except that you may make one copy of the ABI Database and User Documentation for back-up purposes for use only in an emergency. You shall not make any other copies of the ABI Database and User Documentation without the prior written consent of ABI. All copies of the ABI Database and User Documentation shall contain ABI's copyright and other proprietary rights notices.
1.3 You acknowledge and agree that the ABI Database and the User Documentation are proprietary to ABI and protected under federal and common law copyright law and trade secret law. Except for the License granted to you under this Agreement, you further acknowledge and agree that all right, title, and interest in and to the ABI Software, including associated intellectual property rights, are and shall remain with ABI.
1.4 You agree not to and not to cause or permit any of your employees, agents, or representatives to reverse engineer, decompile, disassemble, or otherwise translate the ABI Database in whole or in part.
2. License Fees. The license fees paid by you are paid in consideration of the licenses granted under this Agreement.
3. Term. This Agreement shall begin upon your installation of the ABI Database and shall continue until terminated. You may terminate this Agreement at any time upon written notice to ABI. ABI may terminate this Agreement upon your breach of any term of this Agreement. Upon termination of this Agreement for any reason, you agree to (a) cease all use of the ABI Database, (b) delete all copies of the ABI Database or any part thereof from your computer, and (c) return to ABI any and all copies of the ABI Database or any part thereof, whether in print, CD-ROM or some other media.
4. Limited Warranty. ABI warrants, for your benefit alone, for a period of 30 days from the date of purchase ("Warranty Period") that the ABI Database shall perform to your satisfaction and that the CD-ROM disk(s) on which the ABI Database is contained shall be free from defects in material and workmanship. If during the Warranty Period, you are not completely satisfied or a defect in the CD-ROM disk(s) appears, you may return the complete package for a replacement or refund. You agree that the foregoing constitutes your sole and exclusive remedy for breach by ABI of any warranties made under this Agreement. EXCEPT FOR THE WARRANTIES SET FORTH ABOVE, THE ABI DATABASE IS LICENSED "AS IS", AND ABI DISCLAIMS ANY AND ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
5. Limitation of Liability. ABI's cumulative liability to you or any other party for any loss or damages resulting from any claims, demands, or actions arising out of or relating to this Agreement shall not exceed the license fee paid to ABI for the use of the ABI Database. In no event shall ABI be liable for any indirect, incidental, punitive, special or consequential damages, including lost profits or revenues, whether based in contract, tort or otherwise, even if ABI has been advised of the possibility of any such loss or damage. 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.
6. Confidentiality. You agree to keep confidential the ABI Database and all other information and technology transmitted or conveyed by ABI pursuant to this Agreement.
7. Governing Law.
7.1 Each party acknowledges and agrees that this Agreement is executed and delivered in the State of Nebraska as a result of your contacts with ABI in said state. Each party irrevocably subjects itself to the exclusive jurisdiction of the courts of Nebraska with respect to any disputes arising hereunder and agrees that the laws of Nebraska shall govern and control such dispute, without regard to its choice of law rules.
7.2 You agree to use the Product in accordance with local, state, and federal laws, and you acknowledge that compliance with such laws may limit your use of the Product for certain applications, including, but not limited to direct marketing and telemarketing applications.
FEDERAL AND STATE LAW MAY IMPOSE RESTRICTIONS ON THE ABILITY TO SOLICIT BY TELEPHONE OR FACSIMILE. LAWS VARY FROM JURISDICTION TO JURISDICTION. A VIOLATION OF SUCH LAWS MAY RESULT IN SIGNIFICANT PENALTIES AND OTHER SANCTIONS. ANY PERSON INTENDING TO USE CDUSA PRODUCTS FOR SOLICITATION PURPOSES SHOULD CONSULT WITH THEIR OWN COUNSEL TO DETERMINE THE EXTENT, IF ANY, OF PERMISSIBLE SOLICITATION ACTIVITIES.
8. Amendment/Assignment. Any amendment to this Agreement shall only be binding if in writing and signed by both parties. You may not assign this Agreement without ABI's prior written consent.
9. Severability. Should any term of this Agreement be declared void or unenforceable by any court of competent jurisdiction, such declaration shall have no effect on the remaining terms of this Agreement.
10. 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.
11. Entire Agreement. This Agreement constitutes the entire agreement between you and ABI and supersedes any prior agreements, representations, proposals, or understandings, whether oral or written, with respect to the subject matter of this Agreement.
