Beruflich Dokumente
Kultur Dokumente
1. Parties
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.
2.4 "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.
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.
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.
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.
8.1 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.
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.
11.1 Right to Grant License. BedRock warrants that it has the right to grant
a license to the Licensed Programs to Licensee.
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.
15.1 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