HomeMy Public PortalAbout100_021_License Agreement IMPORTANT-READ CAREFULLY
DUNCAN IS WILLING TO LICENSE SOFTWARE, DATA,WEB SERVICES,OR DOCUMENTATION TO LICENSEE
ONLY IF LICENSEE ACCEPTS ALL TERMS AND CONDITIONS CONTAINED IN THIS LICENSE AGREEMENT.
PLEASE READ THE TERMS AND CONDITIONS CAREFULLY. IF YOU DO NOT AGREE TO THE TERMS AND
CONDITIONS AS STATED,THEN DUNCANIS UNWILLING TO LICENSE SOFTWARE, DATA,WEB SERVICES,
OR DOCUMENTATION TO YOU.
LICENSE AGREEMENT Software, Data, Web Services, and
This License Agreement is between Licensee, as Documentation are licensed and not sold.
defined on the signature page of this License Duncan and its licensors own Software, Data,
Agreement and Duncan Solutions,Inc.,its Web Services, and Documentation and all
entities and affiliates("Duncan"), a California copies, protected by United States and
corporation with a place of business at 633 applicable international laws,treaties,and
West Wisconsin Avenue Suite 1600, Milwaukee, conventions regarding intellectual property and
Wisconsin 53203 USA. proprietary rights including trade secrets.
ARTICLE 1-DEFINITIONS Licensee agrees to use reasonable means to
Definitions.The terms used are defined as protect Software, Data,Web Services, and
follows: Documentation from unauthorized use,
a. "Beta" means any alpha, beta, or prerelease reproduction,distribution, or publication.
Software, Data, Documentation,or Web Duncan and its third-party licensors reserve all
Services. rights not specifically granted in this License
b. "Data" means any Duncan or third-party Agreement including the right to change and
digital dataset(s) licensed under this License improve Web Services.
Agreement. ARTICLE 3-GRANT OF LICENSE
c. "Documentation" means all printed and 3.1 Grant of License. Subject to the terms of
digital materials including, but not limited to, this License Agreement, Duncan grants to
help files, user reference documentation, Licensee a personal, nonexclusive,
training documentation, or technical nontransferable license to use Duncan software
information and briefings. for Licensee's own internal use,and in
d. "Samples" means sample code,sample accordance with the terms and conditions of
applications, add-ons, or sample extensions of this License Agreement. Access and use of any
Software, Data, secure Duncan Web site resources made
Documentation,or Web Services. available to Licensee is for Licensee's own
e. "Software" means all or any portion of internal use, provided that Licensee follows
Duncan's software or firmware technology Duncan's terms of use policy specified therein.
accessed or downloaded from authorized Web All password or controlled access information
site or delivered on any media in any format provided by Duncan or its authorized distributor
including backups, updates,service packs, shall be treated as Duncan confidential
patches,fixes,or permitted merged copies. information.
f. "Term License" means license provided for ARTICLE 4-SCOPE OF USE
use in a limited time period or on a subscription 4.1 Uses Not Permitted
or transaction basis. a. Except as provided herein, Licensee shall not
g. "Web Services" means software services or sell, rent, lease,sublicense, lend, assign, or
Duncan or third-party data provided by Duncan time-share Software, Data,Web Services, or
that perform functions,tasks,or data services Documentation. Licensee shall not act as a
and are accessed over the Internet. service bureau or commercial application
ARTICLE 2-INTELLECTUAL PROPERTY RIGHTS service provider(ASP)that allows third-party
AND RESERVATION OF OWNERSHIP access to Software, Data,Web Services,and
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Documentation. Licensee shall not use ARTICLE 5-TERM AND TERMINATION
Software, Data,Web Services,or This License Agreement is effective upon
Documentation for a site or service and operate acceptance.This License Agreement and any
the site or the service for a profit or generate licenses granted hereunder shall continue until
revenue through direct or indirect methods expiration of a Term License if specified;or
(e.g.,advertising or by charging for access to Duncan terminates the license for any reason.
the site or service). Upon termination of a license, Licensee shall (i)
b. Except as provided herein, Licensee shall not cease access and use of Web Services and clear
redistribute Software, Data, or Web Services to Web Services client-side data cache; and (ii)
third parties, in whole or in part, including, but cease use, uninstall, remove, and destroy all
not limited to, extensions,components,or DLLs. Software, Data,and Documentation and any
c. Licensee shall not reverse engineer, whole or partial copies, modifications,or
decompile,or disassemble Software, Data,Web merged portions in any form and execute and
Services,or Documentation except to the deliver evidence of such actions to Duncan or its
extent that such activity is expressly permitted authorized distributor.
by applicable law notwithstanding this ARTICLE 6-LIMITED WARRANTIES AND
restriction. DISCLAIMERS
d. Except to the extent that applicable law 6.1 Limited Warranties. Except as otherwise
prohibits this restriction, Licensee shall not provided in this Article 6, Duncan warrants that
make any attempt to circumvent the (i)the unmodified Software will substantially
technological measure(s)that controls access to conform to the published Documentation and
or use of Software, Data, Web Services, and (ii) media on which the Software, Data, and
Documentation. Documentation are provided will be free from
e. Except as provided herein, Licensee shall not defects in materials and workmanship under
redistribute Software activation number(s), normal use and service for a period of ninety
registration number/license authorization (90)days from the date of receipt.
file(s), developer license file(s),or Web Services 6.2 Data and Web Services Disclaimer. Data and
access codes to third parties. Web Services may contain some non
f. Licensee shall not use Software or Web conformities, defects, errors, or omissions.THE
Services to transfer or exchange any material DATA AND WEB SERVICES ARE PROVIDED"AS
where such transfer or exchange is prohibited IS" WITHOUT WARRANTY OF ANY KIND.
by intellectual property laws or any other Without limiting the generality of the preceding
applicable laws. sentence, Duncan and its licensors do not
g. Licensee shall not remove or obscure any warrant that Data and Web Services will meet
Duncan or its licensors' patent,copyright, Licensee's needs or expectations,that the use
trademark, or proprietary rights notices of Data and Web Services will be uninterrupted,
contained in or affixed to Software, Data,Web or that all nonconformities can or will be
Services,or Documentation. corrected. Duncan and its licensors are not
h. Licensee shall not unbundle individual or inviting reliance on Data or Web Services,and
component parts of Software or Data for Licensee should always verify actual Data or
independent use. Web Services.
i. After a reasonable transition period, Licensee 6.3 Special Disclaimer. SAMPLES, HOT FIXES,
shall not use an older version of the Software PATCHES, EVALUATION SOFTWARE,AND BETA
that Licensee has updated to a newer version. ARE
Licensee shall not use more Software licenses at DELIVERED "AS IS"WITHOUT WARRANTY OF
any given time than the total quantity in ANY KIND. LICENSEE ASSUMES ALL RISK AS TO
Licensee's licensed configuration on file with THE
Duncan.
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QUALITY AND PERFORMANCE OF THE SAMPLES, 9.1 Export Control Regulations. Licensee
HOT FIXES,AND PATCHES. expressly acknowledges and agrees that
6.4 Exclusive Remedy. Licensee's exclusive Licensee shall not export, reexport,transfer,or
remedy and Duncan's entire liability for breach release Software, Data,Web Services, or
of the limited warranties set forth in this Article Documentation, in whole or in part,to(i)any
6 is limited, at Duncan's sole discretion,to U.S. embargoed country or to a national or
replacement of any defective media. resident of any U.S. embargoed country); (ii)
ARTICLE 7-LIMITATION OF LIABILITY any person on the U.S.Treasury Department's
7.1 Disclaimer of Certain Types of Liability. list of Specially Designated Nationals; (iii)any
DUNCAN AND ITS LICENSORS SHALL NOT BE person or entity on the U.S. Commerce
LIABLE TO LICENSEE FOR COSTS OF Department's Denied Persons List, Entity List,or
PROCUREMENT OF SUBSTITUTE GOODS OR Unverified List;or(iv) any person or entity
SERVICES; LOST PROFITS, LOST SALES,OR where such export or reexport violates any U.S.
BUSINESS EXPENDITURES; INVESTMENTS; export control laws or regulations including, but
BUSINESS COMMITMENTS; LOSS OF ANY not limited to,the terms of any export license
GOODWILL;OR FOR ANY INDIRECT, SPECIAL, 01' license exemption and any amendments
INCIDENTAL, OR CONSEQUENTIAL DAMAGES and supplemental additions to U.S. export laws
ARISING OUT OF OR RELATED TO THIS LICENSE as they may occur from time to time.
AGREEMENT OR USE OF SOFTWARE, DATA, 9.2 Taxes and Fees,Shipping Charges. License
WEB SERVICES, OR DOCUMENTATION, fees quoted to Licensee are exclusive of any and
HOWEVER CAUSED ON ANY THEORY OF all taxes or fees, including, but not limited to,
LIABILITY,WHETHER OR NOT DUNCAN OR ITS sales tax, use tax,value-added tax(V AT),
LICENSORS HAVE BEEN ADVISED OF THE customs, duties, or tariffs, and shipping and
POSSIBILITY OF SUCH DAMAGE.THESE handling charges.
LIMITATIONS SHALL APPLY NOTWITHSTANDING 9.3 No Implied Waivers.The failure of either
ANY FAILURE OF ESSENTIAL PURPOSE OF ANY party to enforce any provision of this License
LIMITED REMEDY. Agreement shall not be deemed a waiver of the
7.2 General Limitation of Liability. EXCEPT AS provisions or of the right of such party
PROVIDED IN ARTICLE 8-INFRINGEMENT thereafter to enforce any other provision.
INDEMNITY, DUNCAN'S TOTAL CUMULATIVE 9.4 Severability.The parties agree that if any
LIABILITY HEREUNDER, FROM ALL CAUSES OF provision of this License Agreement is held to
ACTION OF ANY KIND, INCLUDING, BUT NOT be unenforceable for any reason,such provision
LIMITED TO, CONTRACT,TORT(INCLUDING shall be reformed only to the extent necessary
NEGLIGENCE),STRICT LIABILITY, BREACH OF to make the intent of the language enforceable.
WARRANTY, MISREPRESENTATION, OR 9.5 Successor and Assigns. Licensee may not
OTHERWISE,SHALL NOT EXCEED THE AMOUNTS assign,sublicense,or transfer Licensee's rights
PAID BY LICENSEE FOR SOFTWARE, DATA, WEB or delegate its obligations under this License
SERVICES,OR DOCUMENTATION PURSUANT TO Agreement without Duncan's prior written
THIS LICENSE AGREEMENT. consent, and any attempt to do so without
ARTICLE 8-INFRINGEMENT INDEMNITY consent shall be void. This License Agreement
THE ENTIRE OBLIGATION OF DUNCAN WITH shall be binding upon the respective successors
RESPECT TO INFRINGEMENT OR ALLEGATION and assigns to this License Agreement.
OF INFRINGEMENT OF INTELLECTUAL Notwithstanding, a government contractor that
PROPERTY RIGHTS OF ANY THIRD PARTY IS has acquired Software, Data,Web Services,or
CEASATION OF USE BY LICENSEE OF THE Documentation under contract to the
INFRINGING MATERIAL. government may assign this License Agreement
ARTICLE 9-GENERAL PROVISIONS to its government customer upon written notice
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to Duncan, provided the government customer 9.8 Entire Agreement. This License Agreement,
assents to the terms of this License Agreement. including constitutes the sole and entire
9.6 Survival of Terms.The provisions of Articles agreement of the parties as to the subject
2, 5, 6, 7, 8,and 9 of this License Agreement matter set forth herein and supersedes all
shall survive the expiration or termination of previous license agreements, understandings,
this License Agreement. and arrangements between the parties relating
9.7 Equitable Relief. Licensee agrees that any to such subject matter. Additional or different
breach of this License Agreement by Licensee terms included with an order or other
may cause irreparable damage and that, in the documents of any type shall not be binding on
event of such breach, in addition to any and all Duncan.Any modification(s) or amendment(s)
remedies at law, Duncan shall have the right to to this License Agreement must be in writing
seek an injunction,specific performance, or and signed by duly authorized representatives
other equitable relief in any court of competent of each party.This Agreement is governed by
jurisdiction without the requirement of posting and subject to the laws of the State of
a bond or undertaking or proving injury as a Wisconsin without regard to any conflicts of laws
condition for relief. provisions.
LICENSEE,as designated below, is authorized to execute and hereby executes this Agreement,
effective as of the date signed below;
LICENSEE;
Signature
Printed Name
Title
Effective Date
Licensee Legal Name
Licensee Address
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