The Business Master (3rd Edition)

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Text File | 1992-02-20 | 18.0 KB | 433 lines

T O M (tm) -------------------------- Version 1.02 -------------- S I T E L I C E N S E I N F O R M A T I O N --------------------------------------------------- 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 you to equip your computers with TOM at a minimal cost: Number of License Fee Additional Cost Computers per Computer per License for Printed Manuals ---------------------------------------------------------------- 2-5 US$35 1 Manual US$15 6-10 US$30 2 Manuals US$30 11-25 US$25 3 Manuals US$45 26-50 US$20 5 Manuals US$75 51-100 US$15 10 Manuals US$150 Prices are in US Dollars. Prices and terms are current as of February 1992 and may change without notice. These prices include one copy of the retail version of TOM(tm), branded to your group (displaying your group's name and the licensed number of computers), and additional manuals as indicated. You may install TOM(tm) on up to the licensed number of computers. Support is provided to ONE designated representative of your group. To initiate an agreement please send us one completed, signed copy of the site license agreement and the invoice form below with payment for the amount corresponding to the licensed number of PCs. We will return a countersigned copy to you with the branded disks and manuals. Payment can be done in US$ by cheques, money orders and bank transfers in US$. George Tohme PolySoft-Australia <date> P.O. BOX K245 Haymarket Sydney 2000 Australia <shipping/billing address> Invoice ~~~~~~~ Item Currency/Amount Non-exclusive site license to install and use TOM(tm) on ____ PCs (__in_words__). Support is provided through one designated representative of the licensee only. Licensed to: ______________________________________ _____ _________ S&H (Airmail where appropriate) US$10 _____ _________ [ ] Printed Manuals Required (check the above box) _____ _________ --------------- Amount Due _____ _________ =============== [ ] Yes, We would like a licensed copy of Read-Only version of TOM(tm) V1.02 Thank you for your order! Regards, George Tohme PROGRAM END USER SITE LICENSE AGREEMENT George Tohme (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 docu- mentation. 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 instruc- tions 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 equip- ment. 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 installed on only one computer at any one time. If used on a network system, each computer accessing the pro- gram 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 pro- gram and all copies of it and notifying the Licensor in writ- ing. This license will also terminate as otherwise provided in this agreement. On 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. 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 pro- gram 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 gen- erally 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 con- fidence 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 war- rant that the licensed program is free from coding errors. Any program problems reported to Licensor during the warranty period and determined by 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 accor- dance with the user documentation, or (2) modified by any per- son other than authorized Licensor personnel. 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 notifi- cation 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 prob- lems 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 WARRANTY OF ANY KIND, EXPRESSED OR IMPLIED, INCLUDING WITHOUT LIMITA- TION, ANY WARRANTIES OF MERCHANTABILITY AND/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 ADDITIONAL DAMAGES, INCLUDING LOST PROFITS, LOST SAV- INGS OR ANY OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE THE LICENSED PROGRAM, EVEN IF LICENSOR OR ITS SUPPLIER(S) HAS/HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 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; or 8.2 Licensee's normal business operations are disrupted or discontinued for more than thirty days by reason of insol- vency, 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 con- sent 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. 9.2 This agreement shall be interpreted and enforced in accordance with and shall be governed by international trade law and the laws of the country or state of the Licensee. 9.3 All disputes arising in connection with the present agreement shall be finally settled under the Rules of Concili- ation and Arbitration of the International Chamber of Commerce in Paris by one or more arbitrators with knowledge of computers and software, appointed in accordance with the said Rules. 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. 9.4 This agreement and its exhibit 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 both 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 repre- sentatives of 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, succes- sors 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. ------------------- Effective this ______ day of _______________________, 19_____. LICENSEE LICENSOR __________________________ __________________________ Authorized Representative Authorized Representative Typed name________________ Typed name________________ Title_____________________ Title_____________________ Address___________________ Address___________________ __________________________ __________________________ __________________________ __________________________ __________________________ __________________________ Licensed number of computers: _______ Typed designation of Licensee, i.e. company name, name of department, business unit, work-group, etc., and city (at most 47 characters, including spaces): ________________________________________________________ EXHIBIT 1 Licensed Program TOM(tm), Version 1.02 Number of License Fee Additional Cost Computers per Computer per License for Printed Manuals ---------------------------------------------------------------- 2-5 US$35 1 Manual US$15 6-10 US$30 2 Manuals US$30 11-25 US$25 3 Manuals US$45 26-50 US$20 5 Manuals US$75 51-100 US$15 10 Manuals US$150 Prices are in US Dollars. Prices and terms are current as of February 1992 and may change without notice. These prices include one copy of the retail version of TOM(tm), branded to your group (displaying your group's name and the licensed number of computers), and additional manuals as indicated. You may install TOM(tm) on up to the licensed number of computers. Support is provided to ONE designated representative of your group. Under this agreement Licensor provides support by electronic mail or mail to ONE designated representative of Licensee. ------------------------------------ END OF SITE.TXT -----------------------