DISTRIBUTION LICENSE AGREEMENT
LICENSE AGREEMENT
Please read this database product Distribution License before duplicating our database product. You and your organization, as the Licensee, indicate your acceptance of the Terms and Conditions of this license by duplicating and distribution within your organization and/or to third parties derivative works containing our database product in whole or in part. If you do not agree to the terms of this Distribution License Agreement, you are not permitted to duplicate our database product for distribution within your organization and/or to third parties, and you must immediately notify npanxxsource.com for a refund of the Distribution License purchase price.
GRANT OF LICENSE
Quentin Sager Consulting, Inc., Licensor, through its web site npanxxsource.com, grants Licensee the following additional non-exclusive,worldwide rights with respect to our database product. Licensee may: (a) use our database product in accordance with the terms of this Distribution License; (b) make multiple copies of our database product for backup or archival purposes; (c) install our database product at multiple locations and/or on multiple computers or workstations. Our database product may be installed on multiple network servers, in whole or in part, or as part of a derivative work, and may be used simultaneously by an unlimited number of users within Licensee's organization. (d) incorporate our database product, in whole or in part, into a derivative work, for commercial or non-profit distribution outside of Licensee's organization; and (e) make and sell unlimited copies of the derivative work containing, in whole or in part, our database product.
RESTRICTIONS
Licensee may NOT: (a) use, copy, or distribute our database product except as provided in this Distribution License; (b) modify, adapt, or translate our database product in whole or in part, except as provided in this Distribution License; or (c) copy and/or distribute our database product in its entirety as a database file containing nothing other than raw data.
DISTRIBUTION
Permission to distribute our database product, in whole or in part, as-is and/or as part of a derivative work, within Licensee's organization, is specifically granted by this Distribution License.
Permission to distribute our database product, in whole or in part, as part of a derivative work, outside of Licensee's organization, is specifically granted by this Distribution License provided the derivative work does not create market competition to those same or similar products produced by or for Licensor.
DERIVATIVE WORKS
Permission to prepare derivative works, incorporating our database product in whole or in part, for use within Licensee's organization, is granted to Licensee. Such derivative works may be distributed within Licensee's organization and/or used simultaneously by an unlimited number of users within Licensee's organization.
Permission to prepare derivative works, incorporating our database product in whole or in part is granted to Licensee. Such derivative works may be distributed commercially or privately outside of the Licensee's organization.
TERM
The term of this Distribution License shall be perpetual from the date of the invoice for our database product issued to Licensee by Licensor. All provisions of this Distribution License apply to all versions of our database product delivered to Licensee by Licensor under the terms of the attached database product Workstation or Distribution Licensee by Licensor.
VERSION UPDATES
This Distribution License entitles Licensee to duplicate the one version ("Current Version") of our database product which is available from Licensor on the date of the invoice issued to Licensee by Licensor. However, if Licensee has paid for a quarterly update for our database product, Licensee is entitled to receive the Current Version, plus the next three (3) quarterly version updates of our database product.
OWNERSHIP & COPYRIGHT
Title, ownership rights and intellectual property rights in and to our database product and all copies thereof shall remain in Licensor and/or its licensors. Our database product is copyrighted and protected by United States copyright laws and international treaty provisions. Licensee agrees: (a) not to remove any copyright notice from our database product; (b) to reproduce all such notices on any authorized copies Licensee makes; and (c) to use best efforts to prevent any unauthorized copying of our database product.
Our database product, in its various forms, is a compilation of information gathered by Licensor. Our database product contains a large body of information that is public knowledge, but at the same time it represents a substantial creative compilation effort. Accordingly, it enjoys the same copyright protection as other reference works, such as dictionaries, that contain compilation effort.
LIMITED WARRANTY
For a period of thirty (30) days from the date of our database product invoice issued to Licensee by Licensor , Licensor warrants that: (a) the media (if any) on which our database product is distributed will be free from defects in material and workmanship under normal use; and (b) our database product conforms substantially to the accompanying documentation. Specifically, Licensor makes no representation or warranty that our database product, or the accompanying documentation are "error-free", or meet Licensee's particular standards, requirements, or needs.
In all events, any implied warranty, representation, condition, or other term is limited to the physical media (if any) and documentation, and is limited to the 30-day duration of the limited warranty. If Licensor receives notification within the warranty period of defects in materials or workmanship, and determines that such notification is correct, npanxxsource.com will replace the defective media or documentation.
NO OTHER WARRANTIES
LICENSOR SPECIFICALLY DISCLAIMS ALL OTHER WARRANTIES, REPRESENTATIONS, OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. ALL OTHER IMPLIED TERMS ARE EXCLUDED.
LIMITATION OF LIABILITY
The entire and exclusive liability and remedy for breach of the limited warranty shall be limited to replacement of defective media or documentation and shall not include or extend to any claim for or right to recover any other damages, including but not limited to, loss of profit, data, or use of the software or special, incidental or consequential damages, or other similar claims, even if Licensor has been specifically advised of the possibility of such damages. In no event will Licensor's liability for any damages to Licensee or any third party ever exceed the original purchase price paid for the package or the license to use the software, regardless of the form of the claim.
TERMINATION
Licensee may terminate this Distribution License at any time. Licensor will immediately terminate this Distribution License and Licensee's right to use our database product without written notice upon Licensee's failure to comply with any provision of this Distribution License. If this Distribution License is terminated for any reason, Licensee will: (a) cease all use of our database product; and (b) delete our database product and all copies from all computers on which it is resident.
ENTIRE AGREEMENT
This Agreement represents the complete agreement between the parties relating to this license for our database product and supersedes all prior agreements, communications, proposals, and representations between the parties and prevails over any conflicting or additional terms of any quote, order, acknowledgment or similar communication. This Agreement may only be modified by a license addendum that accompanies this license or by a written document signed by both parties.
GOVERNMENT RESTRICTED RIGHTS
Our database product is provided with RESTRICTED RIGHTS. Use, duplication, or disclosure by the United States Government is subject to restrictions as set forth in subparagraph (c) (1) (ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c) (1) and (2) of the Commercial Computer Software-Restricted Rights clause at 48 CFR 52.227-19, as applicable. Manufacturer is Quentin Sager Consulting Inc, 574 L E Byrd Road, Patrick, SC 29584 USA.
GENERAL
This Agreement is governed and interpreted in accordance with the laws of the State of South Carolina, USA, except for that body of law dealing with conflicts of law. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, that provision will be enforced to the maximum extent permissible and the remaining provisions of this Agreement will remain in full force and effect.
