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This HanengCharts 3.1 Domain/Enterprise License Agreement ("Agreement") is made and entered into as of the Effective Date, as defined below, by and between Haneng Consult (Herein "Licensor") and the company and/or person that purchases the license. (Herein "Licensee"). In consideration of the mutual promises and covenants contained herein, Licensor and Licensee agree as follows: 1.0 DEFINITIONS 1.1 Product means HanengCharts version 3.1 exclusively and is herein described as the second version of the software package designed and developed by Licensor for the purposes of generating charts and/or graphs in electronic format based upon data derived from one or more data sources. 1.2 2.x Upgrades means minor enhancements and/or minor alterations made to the product (see Section 1.1 above) as may be developed and made available to the general public by Licensor for the purposes of refining the functionality of the product. 2.x Upgrades shall not be construed to mean future versions of the product. 1.3 License Fee means a one-time fee payable to Licensor by Licensee in consideration for license grants and other good and valuable considerations provided to Licensee that are described in this Agreement. 1.4 Effective Date means the date whereupon the transfer of funds by the in full payment of the Licensee Fee to Licensor is complete, and said funds are freely available to Licensor. 1.5 Licensed Product means HanengCharts 3.1 and all subsequent 3.x upgrades. (See sections 1.1 and 1.2 above.) and so restricted by the covenants of the License Key (See section 1.6.1 below). 1.6 License Key means the alphanumeric string provided on or about the effective date which enables the fully functional features of the licensed product within the constraints of the Limitation of Use so indicated below. 1.6.1 Limitation of Use: Domain License: The Licensed Product shall be enabled and made fully functional exclusively on the domain (or machine name or IP address) the Domain License was purchased for. It is expressly understood and agreed that this is not transferable to any other domain or Machine Name or IP Address without regard to transfer of ownership of said Domain Name or Machine Name or IP Address. Enterprise License: The Licensed Product shall be enabled and made fully functional an unlimited number of times, unrestricted by Domain or IP Address, and such use under this License shall be limited to implementation on Internet Servers fully owned and operated by the Licensee. It is expressly forbidden under the terms of this agreement for the Licensee to provide the licensed product to any customer, client or any third party. 3.1 DELIVERY OF LICENSED PRODUCT & LICENSE KEY 2.1 Domain License: Delivery of License Key. The License Key shall be provided via email and sent to the email address specified by Licensee at the time of purchase, on or about the effective date of this agreement. Delivery of Licensed Product. The Licensed product shall be provided in electronic format, available exclusively by download from the Licensor's Website at http://www.hanengcharts.com/download.asp. The Licensed product shall not be provided on disk, or via any other media or format. 3.1 LICENSE GRANTS 3.1 Use. Licensor grants to Licensee a non-exclusive, worldwide license to use HanengCharts 3.1 under the terms of section 1.6 of this agreement, and as limited by section 1.6.1 of this agreement. 3.2 Use of Trademarks and Trade Names. Licensor hereby grants to Licensee, a non-exclusive, worldwide license to make all reasonable and appropriate use of the Licensor's trademarks and trade names in connection with use of the Licensed Product. 3.3 Restrictions on Use and Distribution. Licensee shall make all reasonable and appropriate efforts to safeguard Licensor's Property Rights, Trademark(s) and Trade Name(s) as may be applicable under the terms of this agreement. 4.0 FEES AND PAYMENT 4.1 Payment. Licensee will pay the Licensing Fee to Licensor using any one of several payment methods offered at the HanengCharts website or by other means as agreed in writing or via email. Any such agreement for payment methods beyond those offered at the HanengCharts website, whether in writing or via email, shall be subject to this agreement and attached and included as addenda. 5.0 DEFAULT 5.1 Default. If either party commits a material breach of this Agreement, the parties hereby agree to attempt to seek a mutually acceptable remedy (see also Section 7.3 of this agreement). If a remedy cannot be agreed upon within 14 days, the non-breaching party may terminate the Agreement by notifying the breaching party in writing (in the manner provided in Section 7.4) of such termination, and if the breaching party does not cure the material breach within thirty (30) days after receiving such written notice describing the material breach (in the manner provided in Section 7.4). 5.2 This agreement is subject to applicable bankruptcy and insolvency laws, if either party (i) ceases the active conduct of business; (ii) becomes subject to any bankruptcy or insolvency proceeding under federal or state statute; (iii) becomes insolvent or subject to direct control by a trustee, receiver, or similar authority; or (iv) has wound up or liquidated its business, voluntarily or otherwise, the other party may, at its sole option, terminate this Agreement immediately. 6.0 WARRANTIES, DISCLAIMERS AND LIMITATION ON LIABILITY 6.1 THE LICENSED PRODUCT IS LICENSED "AS IS" AND WITHOUT WARRANTIES AS TO PERFORMANCE OR MERCHANTABILITY OR ANY OTHER WARRANTIES WHETHER EXPRESSED OR IMPLIED. NO WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE IS OFFERED THE LICENSED PRODUCT. THE LICENSEE ASSUMES THE ENTIRE RISK OF USING THE LICENSED PRODUCT. ANY LIABILITY OF LICENSOR WILL BE LIMITED EXCLUSIVELY TO PRODUCT REPLACEMENT OR TERMINATION OF THIS AGREEMENT. 7.0 MISCELLANOUS 7.1 Governing Law and Venue. The validity, construction and enforcement of this Agreement shall be determined in accordance with the laws of the Jurisdictional State, without reference to its conflicts of laws principles, and any action (whether by arbitration or in court) arising under this Agreement shall be brought exclusively in the Norway and/or Oslo, Norway. Licensor and Licensee consent to the personal jurisdiction of the city, state and federal courts located in such states, provided the actions are instituted in accordance with this Section 7.1. 7.2 Assignment. The Licensee assigns this Agreement at the point of purchase of the License. 7.3 Modification. This agreement may only be amended and/or modified by written agreement between the parties. 7.4 Legal notice. All legal notices must be either sent registered or certified mail, return receipt requested, or served personally to the address provided in the beginning of this Agreement. 7.5 Attorneys' Fees. If a legal proceeding is commenced to enforce or obtain a declaration of rights under this Agreement, the prevailing party in such proceeding shall be entitled to recover its reasonable attorneys' fees and costs incurred in the proceeding from the non-prevailing party, as well as any reasonable attorneys' fees and costs that the prevailing party incurred prior to commencing the proceeding. 7.6 Severability: If any provision of this Agreement is deemed unlawful, void or unenforceable, then that provision shall be deemed severable from the remaining provisions and shall not affect the validity and enforceability of the remaining provisions. 7.7 Entire Agreement. This Agreement sets forth the entire agreement and understanding of the parties related to the subject mater contained herein, and merges all prior discussions and agreements between them. Neither party shall be bound by any definition, condition, warranty or representations other than as expressly set forth in this Agreement. |