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This HanengCharts 3.1 Limited Distribution License Agreement ("Agreement") is made and entered into as of the Effective Date, as defined below, by and between Haneng Consult ("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 3.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. 3.x Upgrades shall not be construed to mean future versions of the product. 1.3 License Fee means a initial fee in the amount of $4,999 US dollars payable to Licensor by Licensee in consideration for the license grants and other good and valuable considerations provided to Licensee that are described in this Agreement for 100 Client Installations. Additional licenses can be purchased in bulk of 50 at a fee of $2,499 US Dollars. 1.4 Effective Date means the date Licensee pays the License Fee. 1.5 Licensed Product means HanengCharts 3.1 (without domain or IP restrictions) and all subsequent 3.x upgrades. (See sections 1.1 and 1.2 above.) 1.6 Bundled Product means the Licensed Product combined as an integral component of Licensee’s management software package, and made available for sale by Licensee to the general public. 1.7 Client means the end user of the Bundled Product and can be a company, an organization or a person. 1.8 Client Installation means the installation and use of the Bundled Product an unlimited number of times at one Client. 1.9 License Key means the alphanumeric string provided on or about the Effective Date, which enables the fully functional features of the Licensed Product. 2.0 DELIVERY OF LICENSED PRODUCT 2.1 Delivery. Licensor will send a License Key to unlock the Licensed Product by email when the Licensee pays the License Fee. Further, 3.x upgrades to the Licensed Product will be made available to Licensee without notice during the term of this Agreement as such upgrades are made generally available to other third parties. 3.0 LICENSE GRANTS 3.1 Use and Distribution. Licensor grants to Licensee and its authorized agents a non-exclusive, worldwide license to use, reproduce, install and configure the Licensed Product exclusively as a Bundled Product as described in section 1.6 of this agreement, and to market and distribute (electronically or otherwise) the Licensed Product exclusively as a Bundled Product as described in section 1.6 of this agreement. All such use and distribution is further subject to sections 3.2 and 3.3 below. 3.2 Use of Trademarks and Trade Names. Licensor hereby grants to Licensee, a non-exclusive, worldwide license to use the Licensor trademarks and trade names in connection with marketing the Licensed Product. 3.3 Restrictions on Use and Distribution. It is the intention of the parties that the Licensed Product shall be included exclusively as an integrated component of the Licensee’s Management Software Package. Licensee may not offer or release the Licensed Product as freeware, shareware or in any other form than as an integrated component of the Licensee’s Management Software Package, nor shall licensed product be included in any form of “Free Demo,” “Trial version” or other incentive marketing program. Further, 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 TERM, EXPIRATION AND DEFAULT 5.1 Term. This Agreement will commence on the Effective Date and continue for a period of ten (10) years, upon which time this agreement shall expire. 5.2 Expiration. Upon Expiration as so described above, it s understood and agreed that all rights to use and distribute the licensed product as described and defined in this agreement shall revert to Licensor. 5.3 Default. If either party is found to be in default under 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 (herein Expiration Period) then this agreement shall be deemed null and void and neither party shall have any further obligations and/or rights under the terms of this agreement. Said Expiration Period shall begin upon receipt of first written notice of the claim that one of the parties is in default (See also section 7.4 of this agreement). 6.0 WARRANTIES, DISCLAIMERS AND LIMITATION ON LIABILITY 6.1 Licensor warrants that it has the power and authority to enter into this Agreement and the right to grant the licenses contained herein to Licensee and to otherwise perform its obligations hereunder. 6.2 Licensor warrants that it is free of any obligation that would prevent it from entering into this Agreement. 6.3 Licensor warrants that the Licensed Product and/or the use and distribution of the Licensed Product, will not infringe any patent, copyright, trade secret, trademark or any other legal or equitable rights of any third party. 6.4 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. 6.5 THE LICENSEE ASSUMES THE ENTIRE RISK OF USING THE LICENSED PRODUCT. ANY LIABILITY OF LICENSOR WILL BE LIMITED EXCLUSIVELY TO EITHER PRODUCT REPLACEMENT OR REFUND OF LICENSE FEES AND TERMINATION OF THIS AGREEMENT. 7.0 MISCELLANEOUS 7.1 Governing Law and Venue. This Agreement shall be governed by the laws of Norway and/or Oslo Norway, without regard to the conflict of law principle. Any action under this agreement shall be in Oslo Norway. 7.2 Assignment. This Agreement may not be assigned without the mutual consent in writing of the parties so named herein. Said written consent shall not be unreasonably withheld or delayed. 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 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. |