| <!DOCTYPE HTML PUBLIC "-//W3C//DTD HTML 3.2//EN"> |
| <HTML> |
| <HEAD> |
| <TITLE></TITLE> |
| <META NAME="Author" CONTENT=""> |
| <META NAME="GENERATOR" CONTENT="Mozilla/3.01Gold (Win95; I) [Netscape]"> |
| </HEAD> |
| <BODY bgcolor="#ffffdd"> |
| |
| <P><FONT SIZE=+2>Glimpse/Webglimpse Software Licensing Agreement </FONT></P> |
| |
| <P>THIS SOFTWARE LICENSING AND ROYALTY AGREEMENT (this "Agreement") |
| is made by and between Internet WorkShop (hereinafter "Licensor"), |
| as per resale license granted by The Arizona Board of Regents for The University |
| of Arizona, and "Licensee", a company or individual who has purchased |
| the SOFTWARE from Internet Workshop.</P> |
| |
| <P>WITNESSETH:</P> |
| |
| <P>WHEREAS, Licensor is the author of, or has acquired the rights to, certain |
| computer software programs, documentation, and related written materials |
| (collectively "Software") specifically Glimpse and Webglimpse, |
| and Licensee desires to acquire a right and license to use Licensor's Software |
| under the terms and conditions set forth herein.</P> |
| |
| <P>NOW, THEREFORE, in consideration of the mutual covenants and premises |
| herein contained, the Parties hereto agree as follows:</P> |
| |
| <P>I. LICENSE </P> |
| |
| <P>1.1 Scope of License Grant. In consideration of the agreement of Licensee |
| to pay royalties hereunder, Licensor hereby grants to Licensee the nonexclusive, |
| nontransferable right and license to use Licensor's Software subject to |
| the terms and conditions of this agreement. The Software is licensed for |
| use solely for Licensee's internal applications in the normal course of |
| Licensee's business. No rights to sublicense or market the Software or |
| Documentation are granted. All rights not specifically granted to Licensee |
| by this license shall remain in Licensor.</P> |
| |
| <P>1.4 Right to Copy. Licensee shall not copy the Software, in whole or |
| in part, except as expressly provided in this section. The Software may |
| be copied in whole or in part, in printed or machine-readable form, for |
| archival storage or emergency restart purposes, or to replace a worn copy.</P> |
| |
| <P>1.5 If Licensee obtains source code under this agreement, Licensee agrees |
| it will not use the source code or any associated Licensor proprietary |
| information for any purpose other than Licensee's internal needs and in |
| particular not for the purpose of development or distribution of any product |
| or program similar to, or competitive with, the Software. </P> |
| |
| <P>II. WARRANTY</P> |
| |
| <P>2.1 LICENSOR MAKES NO WARRANTIES, EXPRESS OR IMPLIED, AND SPECIFICALLY |
| DISCLAIMS OTHER WARRANTIES, INCLUDING (WITHOUT LIMITATION) ANY WARRANTY |
| OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL |
| LICENSOR BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL |
| DAMAGES, OR FOR LOST PROFITS, OR FOR LOST DATA OR DOWNTIME, WHETHER OR |
| NOT LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.</P> |
| |
| <P>2.2 LICENSEE AGREES THAT ITS SOLE REMEDY AGAINST LICENSOR OR ITS REPRESENTATIVES |
| FOR LOSS OR DAMAGE CAUSED BY ANY DEFECT OR FAILURE OF THE SOFTWARE, REGARDLESS |
| OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, INCLUDING NEGLIGENCE, |
| STRICT LIABILITY OR OTHERWISE, SHALL BE (I) THE REPAIR OR REPLACEMENT OF |
| THE SOFTWARE OR (II) IF SUCH REPAIR CANNOT BE MADE OR AN EQUIVALENT REPLACEMENT |
| CANNOT BE PROVIDED, THE REFUND OF AMOUNTS PREVIOUSLY PAID BY LICENSEE.</P> |
| |
| <P>III. OPERATING ENVIRONMENT</P> |
| |
| <P>3.1 This Agreement is a [CPU, Site or per-Seat] license.</P> |
| |
| <P>3.2 In the event this Agreement pertains to a CPU license:</P> |
| |
| <P>3.2.1 Licensee shall have the right to use the Software only on a single |
| designated single central processing unit or mainframe computer and its |
| associated peripheral units. </P> |
| |
| <P>If Licensee has purchased a single-domain license, the Software shall |
| be made accessible via a single IP address and/or domain name. Unlimited |
| end users may access the Software through the single central processing |
| unit where it is running. If licensee has purchased a 10-domain or 100-domain |
| license, up to that number of additional IP addresses or Virtual Domains |
| may be configured for use with the Software. Other numbers of domains may |
| be agreed upon separately by the parties.</P> |
| |
| <P>3.3 In the event this Agreement pertains to a Site license, Licensee |
| has the right to use the Software on any processor or mainframe computer |
| and its associated peripheral equipment owned or operated by Licensee at |
| a single geographic location.</P> |
| |
| <P>3.4 In the event this Agreement pertains to a per-Seat license, Licensee |
| has the right for a single user to use the software on a single computer |
| per Seat purchased. In this case the Software will not be made available |
| to additional users via Intranet or Internet, but will be used locally |
| by each licensed user.</P> |
| |
| <P>IV. ROYALTIES AND PAYMENTS</P> |
| |
| <P>4.1 This agreement takes effect and is executed only upon receipt of |
| full Payment by Licensor from Licensee. The amount shall be as according |
| to the published schedule on the Licensor's website, http://webglimpse.net, |
| or by separate agreement between Licensor and Licensee.</P> |
| |
| |
| <P>V. TERM AND TERMINATION</P> |
| |
| <P>7.1 Discretionary Termination by Licensee. Licensee, at its option, |
| shall have the right to terminate this Agreement with respect to any license |
| or right granted herein at any time and from time to time with respect |
| to any of the Licensor Software. Any such termination shall be made by |
| written notice to Licensor and shall become effective 90 days after giving |
| such notice. If such termination is made in writing within 60 days of receiving |
| access to Software, Licensor shall refund amounts paid by Licensee to purchase |
| Software. Any amounts paid by Licensee for support or services shall not |
| be refunded.</P> |
| |
| <P>7.2 Discretionary Termination by Licensor. Licensor, at its option, |
| shall have the right to terminate this Agreement within 60 days of execution, |
| with respect to any license or right granted herein with respect to any |
| of the Licensor Software. Any such termination shall be made by written |
| notice to Licensee and shall become effective 90 days after giving such |
| notice. If such termination is made by Licensor, Licensor shall refund |
| all amounts paid by Licensee in relation to Software. </P> |
| |
| <P>VI. GENERAL</P> |
| |
| <P>5.1 Governing Law and Arbitration. The validity, construction, and performance |
| of this Agreement shall be governed by the substantive laws of Arizona. |
| The parties agree that any dispute arising under this agreement shall be |
| resolved by arbitration pursuant to the Arizona Uniform Rules of Procedure |
| for Arbitration, and the location of arbitration shall be Tucson, Arizona. |
| The decision of the arbitrator(s) shall be final.</P> |
| |
| <P>5.2 Conflict of Interest. This Agreement is subject to the provisions |
| of A.R.S. 38-511 and the State of Arizona may cancel this Contract if any |
| person significantly involved in negotiating, drafting, securing or obtaining |
| this Contract for or on behalf of the Arizona Board of Regents becomes |
| an employee in any capacity of any other party or a consultant to any other |
| party with reference to the subject matter of this Contract while the Contract |
| or any extension hereof is in effect.</P> |
| |
| <P>5.3 Non-discrimination. The parties agree to be bound by applicable |
| state and federal rules governing Equal Employment Opportunity and Non-Discrimination.</P> |
| |
| </BODY> |
| </HTML> |
