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END USER LICENSE AGREEMENT

1. Parties

THIS non-exclusive License Agreement is between BedRock Software Inc.


("Bedrock"), an Oregon corporation with its principal place of business at 9450 SW
Gemini Dr. #91404, Beaverton Oregon 97008 and the Licensee ("Licensee") whose
agreement to the terms herein is shown by a User, on behalf of the Licensee,
clicking the "Accept" button provided below after reviewing this agreement

2. Definitions. As used in this Agreement:

2.1 "Licensed Programs" means: (i) any and all computer programs that have
been downloaded or otherwise obtained by any means from BedRock, such software
consisting of a series of instructions or statements in machine-readable object
code form; (ii) any BedRock software made available for use to Licensee via the
World Wide Web (iii) any revisions or updates provided by BedRock to the Licensee,
pursuant to the terms of this Agreement; and (iv) any Program Documentation as
defined herein.

2.2 "License Term" means the period for which BedRock authorizes the
nonexclusive right to use Licensed Programs.

2.3 "Key" means any software (including proprietary passwords) and/or


hardware that enables the legitimate operation of a copy of the Licensed Program.

2.4 "Site License" means use of the Licensed Programs according to all terms
of this License Agreement with the additional agreement that the Licensed Programs
shall be utilized in assessing production at only one of Licensee''s specified
manufacturing locations.

2.5 "Documentation" shall mean any materials related to the Licensed Programs
and provided by BedRock for use in connection with the Licensed Programs.

2.6 "Use" means copying all or any portion of the Licensed Programs from
storage units or media into the Licensee''s equipment and/or transmitting the
Licensed Programs to the Licensee''s equipment for the purpose of processing the
instructions or statements contained in the Licensed Programs.

2.7 "Agreement" shall mean this document, together with any future written
and executed amendments as agreed by the parties.

2.8 "Registered User" is an individual with properly documented permission


from BedRock to access and use the Licensed Program on behalf of the Licensee.

3. License Restrictions.

3.1 One Year License Term. The License to use BedRock''s programs, as
granted pursuant to this agreement, is valid for one year from (i) the date of
initial delivery of the Key or (ii) the date on which BedRock reactivates an
existing key pursuant to a renewal request or request for an upgraded version of
the Licensed Program. Upon expiration of the License Term, the Licensee will have
the option to renew the one-year license upon terms then in effect and at
BedRock''s sole discretion.

3.2 Downloaded Software Includes Single Key - Single User Restriction. This
License allows the Licensee to designate one Registered User to have possession of
a single Key for the purpose of enabling and using a downloaded copy of the
Licensed Program. Licensee may use the Key to enable the Licensed Program upon any
single CPU owned and operated by the original Licensee, provided, however, that the
License is valid for use only at the regular work place of the Registered User.
This license does not extend to parent companies, subsidiaries, or any other
affiliated entities who gain access to the Licensed Program and Key.

3.3 Web-Based Software. For Licensees of the web-based version of the


Licensed Program, the Licensee is authorized to permit access and use by more than
one individual each using a unique password. All web-based versions of BedRock''s
software are Site Licenses and are limited to modeling only one manufacturing
location or plant operation.

3.4 Site License Restriction.


In addition to Paragraph 3.3 above, BedRock reserves the right to designate any
license granted pursuant to this License Agreement as a "Site License" according to
Paragraph 2.4 above. Use of the Licensed Program at any other site shall, in
BedRock''s sole discretion, be deemed a violation of this License Agreement and may
result in immediate termination of the same.

4. Use Restrictions.

4.1 No Reverse Engineering. Licensee shall not have the right under this
Agreement: (i) to reverse engineer, decompile, disassemble, re-engineer, or
otherwise create or attempt to create or permit, allow, or assist others to create
the source code of the Licensed Programs, or their structural framework; or (ii) to
use the Licensed Programs in whole or in part for any purpose except as expressly
provided under this Agreement.

4.2 Third Party Use Restrictions. The Licensee''s use or disclosure of the
Licensed Programs is restricted solely to the Licensee''s Registered User.

4.3 Modifications Prohibited. The Licensee shall not modify, enhance, or


otherwise change the Licensed Programs without BedRock''s prior written consent.
The Licensee agrees that a modification or enhancement to the Licensed Programs,
whether developed by the Licensee with or without advice or support by BedRock or
by BedRock for the Licensee, whether or not reimbursed by the Licensee and whether
or not developed in conjunction with the Licensee''s employees, agents, or
contractors, shall be BedRock''s exclusive property. The Licensee further agrees
that modified or enhanced versions of the Licensed Programs do not constitute a
program different from the Licensed Programs and, as such, fall under the other
terms and conditions of this Agreement, with the exception that BedRock has no
obligation to support any version of the software that includes unauthorized
modifications.

4.4 Assignment Prohibited. Licensee''s rights under this Agreement to the


Licensed Programs shall not be assigned or licensed by Licensee without BedRock''s
prior written approval.

5. Security of Licensed Programs.

5.1. Duty to Protect. The Licensee shall take all reasonable steps to
safeguard the Licensed Programs so as to ensure that no unauthorized person shall
have access to them, and that no persons authorized to have access shall make any
unauthorized copy or allow unauthorized use of the Key. The Licensee shall promptly
report to BedRock any unauthorized disclosure or unauthorized use of any Licensed
Programs of which it becomes aware and shall take such further steps as may
reasonably be requested by BedRock to prevent unauthorized use thereof.
5.2 Duty to Register. The Licensee agrees that the individual with
permission to use the Licensed Program pursuant to this Agreement will complete the
registration process by providing BedRock with certain identifying information as
requested. Any use of the Licensed Program by any person other than a Registered
User is unauthorized and may, in BedRock''s sole discretion, result in termination
of this Agreement.

6. Payment

6.1 License Fee and Other Charges. For the rights and privileges granted
herein, the Licensee shall pay to BedRock a non-refundable fee for the right to use
the Licensed Program and the Key for one year. The amount of this fee shall be
subject to change upon license renewal at the sole option of BedRock.
6.2 License Renewals. This License is renewable for additional one year
periods at BedRock''s option. BedRock reserves sole discretion in the decision to
renew any license for software subject to this agreement.

7. Renewals

LICENSEE ACKNOWLEDGES:
(i) THAT, UNLESS RENEWED ACCORDING TO TERMS ACCEPTABLE TO BEDROCK, THE LICENSED
PROGRAM SUBJECT TO THIS AGREEMENT WILL AUTOMATICALLY BECOME INOPERABLE UPON
EXPIRATION OF THIS LICENSE AGREEMENT; AND
(ii) THAT BEDROCK MAINTAINS FULL AUTHORITY TO REVOKE USE OF THE SOFTWARE KEY BY
MODIFYING SAID KEY OR SAID LICENSED PROGRAM FROM A REMOTE LOCATION.

8. Delivery and Installation

8.1 Delivery. Upon approving a Licensee, BedRock will deliver the Key to the
Licensee for use with the Licensed Program. BedRock agrees to make the Licensed
Programs available by download from a computerized network that is accessible by
the Licensee.
8.2 Acceptance. The licensed software is deemed accepted by Licensee by
clicking the "Accept" button below. After such acceptance, Licensee will be
responsible to pay all fees due to BedRock for this License.

9. Maintenance. In no event shall BedRock be under any obligation to revise or


update the Licensed Programs or to maintain or support them beyond that which
BedRock determines, in its sole discretion, to be appropriate.

10. Ownership

10.1 Licensed Programs and Key. Subject to the rights granted to the Licensee
pursuant to this Agreement, all right, title, and interest in and to the Licensed
Programs and associated Key, and all related materials, are and shall at all times
remain the sole and exclusive property of BedRock. BedRock may use, sell, assign,
transfer, and license copies of and rights relating to the Licensed Programs to
third parties free from any claim of the Licensee.
10.2 Third Party Programs. For all purposes under this Agreement, BedRock
shall be considered the owner of the Licensed Programs, and of all copyright, trade
secret, patent, and other intellectual or industrial property rights therein. All
physical copies of the Licensed Programs (in CPU memory, on diskette, tape, or
other form provided by Bedrock) and Program Documentation shall remain the property
of BedRock, and such copies shall be deemed to be on loan to Licensee during the
term of the license granted pursuant to this Agreement.

11. Licensor Warranties

11.1 Right to Grant License. BedRock warrants that it has the right to grant
a license to the Licensed Programs to Licensee.

12. Licensor Disclaimers


12.1 Disclaimer of Licensee''s Needs. BedRock does not warrant that the
Licensed Programs will meet the needs of Licensee.
12.2 Repair and Replace. BedRock shall have no obligation to make repairs to
the Licensed Programs or to any Licensee equipment on which or for which the
Licensed Programs are used. BedRock further has no obligation to replace a Key for
any reason other than malfunction attributable to BedRock. The decision to replace
a Key lies solely with BedRock after due evaluation. Bedrock shall not be liable
or responsible for repairs and replacements to the extent such repair or
replacement shall result, in whole or in part, from catastrophe, fault, or
negligence of the Licensee, or from improper or unauthorized use of the Licensed
Programs, or use of the Licensed Programs in a manner for which they were not
designed, or by causes external to the Licensed Programs such as, but not limited
to, power failure or electric power surges.
12.3 Disclaimer of Implied Warranties. THE FOREGOING WARRANTY IS IN LIEU OF
ALL OTHER WARRANTIES AND CONDITIONS EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED
TO, THOSE CONCERNING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

13. Limitation of Damages

13.1 Direct Damages. BEDROCK''S LIABILITY FOR DAMAGES FOR ANY CAUSE OF ACTION
WHATSOEVER, INCLUDING LIABILITY FOR ANY CLAIM OF INFRINGEMENT OF PROPRIETARY
RIGHTS, SHALL NOT EXCEED THE LICENSE FEE PAID BY LICENSEE FOR THE LICENSED
SOFTWARE.
13.2 No Consequential Damages. IN NO EVENT SHALL BEDROCK BE LIABLE FOR LOST
PROFITS OR OTHER SPECIAL OR INCIDENTAL OR CONSEQUENTIAL DAMAGES UNDER ANY
CIRCUMSTANCES WHATSOEVER.

14. Nontransferability

Neither this Agreement nor any rights or licenses granted hereunder may be
assigned or delegated without BedRock''s written consent. Licensee shall be
entitled to assign this Agreement to an entity that purchases substantially all of
its assets or purchases a majority interest in the voting stock or otherwise
assumes the business of Licensee. The Agreement shall inure to the benefit of and
be binding upon any permitted successor or assign of the parties.

15. Default and Termination

15.1 General Breach. The parties may terminate this Agreement upon any breach
of or default under this Agreement by either party. Either party may give notice
of such breach or default and, unless the same shall be cured within thirty (30)
days after delivery of such notice, then, without limitation of any other remedy
available hereunder, such party may terminate this Agreement forthwith by delivery
of a notice of termination at any time thereafter before such breach or default has
been cured.
15.2 Nonpayment. Licensee''s failure to pay the license fee, any maintenance
fee, taxes, duties, or other amounts due within ten (10) days after written notice
by BedRock shall be a material breach of this Agreement, and, at BedRock''s option,
this Agreement and all licenses hereunder shall terminate upon the date thereafter
specified in a written notice from BedRock to Licensee.
15.3 Return of Licensed Programs. Upon expiration or earlier termination of
this Agreement, the Licensee shall, at BedRock''s election, either (i) return to
BedRock all existing copies of such Licensed Programs and its related materials or
(ii) furnish to BedRock evidence satisfactory to BedRock that the original and all
copies of the Licensed Programs in whole or in part, in any form, including partial
copies and modifications, and any related materials received from BedRock or made
in connection with such license, have been destroyed.
15.4 Audit. In furtherance of any and all of BedRock''s rights under this
Agreement, BedRock may, at its expense and with prior notice to Licensee, but
during Licensee''s regular business hours, enter upon Licensee''s premises to audit
the number of copies made under this License and the Licensee''s compliance with
the other provisions of this Agreement.

16. Miscellaneous

16.1 Governing Law. This Agreement is governed by and shall be construed in


accordance with the laws of the State of Washington in the United States of
America. By accepting this Agreement, Licensee agrees to jurisdiction in
appropriate courts in the state of Washington and to the application of all
international treaties necessary for appropriate resolution of any conflict.
16.2 Captions. Captions contained in this Agreement are for reference
purposes only and are not part of this Agreement.
16.3 Severability. If any provision of this Agreement shall be held to be
invalid, the validity and enforceability of the remaining provisions shall not in
any way be affected or impaired.
16.4 Entire Agreement. All prior proposals, understandings, and other
agreements, whether oral or written, between the parties that relate to this
subject matter are hereby superseded and merged into this Agreement. This Agreement
may not be modified or altered except in writing by an instrument duly executed by
authorized officers of both parties.
16.5 Marketing. BedRock and the Licensee mutually agree that either party
may use the other party''s name and/or logo in advertising use of the Licensed
Programs.
16.6 Execution. By pressing the "Accept" button below, the Licensee
acknowledges that the Licensee has read and understood all terms herein and agrees
that the parties are to be bound by the same.

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