ThesaHelp: Thesa copyright and license

Summary

Copyright 2002 by C. Bradford Barber. All rights reserved.

Thesa System License Agreement

This License Agreement ("the Agreement") by and between C. Bradford, d/b/a the Barber Company, registered in Cambridge, Massachusetts ("Licensor") and you ("Licensee") shall be effective as of the date of your Acceptance in accordance with Section II, wherein Licensor and Licensee are collectively referred to as "the Parties".

I. PREAMBLE

WHEREAS, Licensor is the owner of a computer program and/or system for providing a thesaurus of quotations and programs (referred to herein as "Thesa System") and Licensor is the owner of intellectual property rights therein,

WHEREAS, the Thesa System is comprised of a These Program and a Thesa Database comprised of excerpts from articles and publications, and associated documentation,

WHEREAS, for purposes of this Agreement, the Thesa System includes an object code version of the Thesa Program and a copy of or access to the Thesa database (DB), but does not include a source code version of the Thesa Program,

WHEREAS, Licensee desires to take a limited license in and to the Thesa System, as defined herein, and to be bound by the terms of this Agreement,

NOW, THEREFORE, in consideration of the mutual covenants set forth herein below and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

II. ACCEPTANCE

YOUR ACT OF EXECUTING THE THESA SYSTEM SHALL SERVE AS YOUR ACCEPTANCE OF ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT. If you are not in full agreement with the terms and conditions of this Agreement you agree to immediately delete the Thesa System from your system, or any other medium to which you have stored the Thesa System or any portions thereof.

III. THE GRANT

A. Licensor hereby grants to Licensee a non- exclusive, royalty-free, worldwide, revocable license to the Thesa System, including the right to download, store, and use one (1) copy of the Thesa System in accordance with this Agreement, but only to the extent allowed by applicable law.

B. The License grant does not include a right for Licensee to make derivative works of the Thesa System or any portion thereof.

C. The License provided herein only applies to the current version of the Thesa System at the time of Acceptance.

IV. TERM AND TERMINATION

A. The Term of this Agreement shall commence on the date of Licensee's Acceptance in accordance with Section II hereof and shall continue until termination by either Party.

B. The Licensor shall have the right to terminate this Agreement at anytime, in it's sole and exclusive discretion, without any recourse to Licensee, by providing a Termination Notice indicating the date of Termination. Licensee agrees that publishing a Termination Notice on a publicly accessible Web site shall serve as adequate legal notice of Termination.

C. Upon Termination, by either Party, Licensee shall delete the Thesa System from its system, or from any other medium to which Licensee has stored the Thesa System or any portions thereof.

V. REPRESENTATIONS AND WARRANTEES

A. The Thesa System is provided "As Is" and use of the Thesa System is at Licensee's own risk. Licensor shall have no obligation to provide technical support, maintenance, fixes, or updates of the Thesa System.

B. Licensor shall have no liability to Licensee, or to third parties, for damages arising out of Licensee's use of the Thesa System, and Licensee hereby waives forever all rights in law and equity with respect to any and all claims against Licensor arising out of or in connection with this Agreement and the Thesa System.

C. LICENSOR DISCLAIMS ALL WARRANTEES, INCLUDING, BUT NOT LIMITED TO, EXPRESS OR IMPLIED WARRANTEES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

D. IN NO EVENT SHALL LICENSOR BE LIABLE TO LICENSEE FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS (EVEN IF NOTIFIED OF THE POTENTIAL OF LOST PROFITS), AND COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, OR DISRUPTION OR CURRUPTION OF THIRD PARTY SYSTEMS, PROGRAMS OR DATA.

VI. INDEMNIFICATION

Licensee agrees to defend, indemnify and hold harmless Licensor for any and all costs (including reasonable attorneys' fees), damages, losses and awards arising from Licensee's use of the Thesa System or any portion thereof, including those that arise from Licensee's use of the Thesa System that infringes the intellectual property rights of a third party or is otherwise unlawful or from Licensee's negligence or willful misconduct.

VII. INTELLECTUAL PROPERTY RIGHTS

A. This Agreement does not transfer to Licensee any ownership or title in or to the Thesa System or any portion thereof, or in any other intellectual property of Licensor.

B. Licensee shall not reverse engineer, disassemble, or decompile the Thesa System or any portion thereof.

C. "Thesa" is a trademark of Licensor and this Agreement transfers no right, title or interest in or to use of "Thesa" to Licensee.

VIII. MISCELLANEOUS

A. If any provision in this Agreement is, for any reason whatsoever, held to be void or of no effect, it shall not affect the validity of the remaining provisions of this Agreement, except where the voiding of said provision or provisions makes the entire Agreement unworkable. The void provision shall be replaced by a valid provision determined by Licensor, in its sole discretion.

B. The terms and conditions of this Agreement shall constitute the entire agreement between the Parties relating to the subject matter hereof, and shall supersede all prior or contemporaneous communications, negotiations, representations or agreements between the parties with respect to the subject matter hereof.

C. Licensor reserves the right to modify the terms of this Agreement in its sole discretion.

D. This Agreement, in whole or in part, is not assignable or otherwise transferable by Licensee and Licensee shall not have the right to grant sublicenses of some or all of its rights hereunder, and any such assignment, transfer or grant shall be void.

E. This Agreement shall be construed in accordance with the laws of the Commonwealth of Massachusetts and the Parties agree to be subject to the jurisdiction thereof, as the sole and exclusive jurisdiction and venue for any and all claims arising out of or in connection with this Agreement.

F. The terms of Sections V, VI, VII and VIII A, B, and E shall survive the expiration or termination of this Agreement.

C. Bradford Barber President, The Barber Company Copyright 2002, C. Bradford Barber. All rights reserved. *****************************************************************

Related Topics

ThesaHelp: Thesa trademark