AssemblySys.com License Agreement

WORLDCITIES DATABASE
COMMERCIAL SINGLE SERVER
SOFTWARE LICENSING AGREEMENT

Section 1. Definitions

As used herein these words and phrases have the following meanings:

  • (a) “Agreement” shall mean this licensing agreement.
  • (b) “The Product” shall mean the purchased data, software and/or services which consist of raw data that contains geographic information regarding the locations of world features including latitude, longitude, and place names; and distance calculation procedures, formulas and scripts.
  • (c) “Licensor” shall mean Michaël Niessen or AssemblySys dataServices, the commercial name used on the AssemblySys.com website
  • (d) “Licensee” shall mean the purchaser of the Product.
  • (e) “End Use Product” shall mean any application or service provided by the Licensee, or agent, client or customer of Licensee, which accesses the Product.
  • (f) “Embedded” shall mean incorporated and integrated, in part or in whole, into the End Use Product.
  • (g) “Server” shall mean a central computer to which other “client” computers connect and exchange data.
  • (h) “Client” shall mean a user connected to any application which accesses the Product, in part or in whole.

Section 2. The Parties

The Agreement is between Licensor and Licensee.

Section 3. Recitals

Licensee desires to purchase a license from Licensor for the right to use the Product.

Section 4. Title to Product

Title to the Product, including the ownership of intellectual property rights to the Product, enhancements, adaptations and to any modifications thereto shall at all times remain with Licensor.

Section 5. Consideration Exchanged

In exchange for the agreed upon purchase price, Licensor has agreed to provide, and does hereby provide to Licensee the following:

The right to use the Product on one (1) server located at one (1) physical street address within the organization of the Licensee without restriction as to the number of CPUs contained within that licensed server and without restriction as to the number of simultaneously connected human users to the Product via that licensed server.

Section 6. Restrictions

  • 6.1 Licensee’s End Use Product must provide substantial Added Value to the Product and cannot be a simple repackaging of the Product, in whole or in part.
  • 6.2 All parts of the Product Embedded within Licensee’s End Use Product must be encrypted in a manner such that Clients cannot directly access the Product.
  • 6.3 Licensee shall take reasonable measures to ensure that Clients can only access the Product via the standard interface methods of Licensee’s End Use Product.
  • 6.4 Licensee’s End Use Product shall take reasonable measures to prevent the Client from exporting, making hard copy print-outs of, and or downloading the Product to the Client in such a form that it may be redistributed or permanently recorded by the Client.
  • 6.5 Licensee acknowledges that the laws and regulations of the United States and other countries may restrict the export of the Product. Licensee agrees not to export the Product in any form in violation of the laws of the United States or any other country.
  • 6.6. Neither Licensor nor Licensee are authorized to act in the name of the other party. This Agreement does not create a joint venture or partnership between Licensor and Licensee.
  • 6.7 Licensee is prohibited from re-selling, sub-licensing, copying, distributing, demonstrating, installing or assigning the Product, in part or in whole, to any Client or any other person or entity without first purchasing and obtaining the proper redistribution license from Licensor and adhering to the restrictions of said redistribution license.

Section 7. Confidentiality

  • 7.1 Licensee agrees that the Product is the valuable proprietary intellectual property of Licensor and agrees not to disclose to any third party the raw content of the Product and will take all reasonable precautions to prevent access of unauthorized persons to the Product.
  • 7.2 The confidentiality provisions of this Agreement survive upon termination of this Agreement for any reason.

Section 8. Term of the Agreement

The term of this Agreement shall be perpetual from the date of execution by both parties.

Section 9. Default

Any violation of the terms of this Agreement by Licensee that is not cured within 30 days of written notice thereof to Licensee shall constitute default on the part of the Licensee. Upon default by the Licensee, Licensor may, at its sole option, terminate the Agreement immediately by giving written notice of the default to Licensee. Upon termination, Licensee must return all versions of the Product, in whole or in part, in whatever form they exist, and all documentation to Licensor, and must completely delete from all servers, computers and discs any part of the Product, in whatever form it exists. Termination of this Agreement for any reason shall not affect the validity of any existing sub-licenses of the Product by Licensee to End-Users then in effect.

Section 10. Representations and Warranties

  • 10.1 Each party agrees that the other party has not made any oral or written representations, promises or inducements to the other that are not included in this Agreement.
  • 10.2 Licensee represents and warrants that it has satisfied itself as to the adequacy and accuracy of all of its own hardware and software to accommodate the use and implementation of the Product.
  • 10.3 Licensee represents and warrants that it has conducted thorough investigation of the Product and is satisfied that the Product is adequate for its purposes and satisfies its needs.
  • 10.4 Licensor cannot and does not warrant the performance or results Licensee may obtain by using the Product or documentation.
  • 10.5 Licensor warrants that the media upon which the Product is furnished will be free from defects in material or workmanship under normal use and service for a period of 14 calendar days form the date of delivery to the Licensee.

Section 11. Limitations on Warranties

  • 11.1 The Product consists of raw data that contains geographic information regarding the locations of world-wide features, including latitude, longitude, and place names. The data in this Product was compiled from a variety of sources. Maintaining currency of information is a difficult undertaking because areas containing world wide features continue to grow and evolve. Licensor has created this Product with care and considerable effort. The data is as accurate as Licensor can reasonably make it. Licensor and Licensee recognize, of course, that errors are bound to exist and that, over time, the data will become “out of date.” Users of this Product are invited to aid in its correction by reporting errors and name changes.
  • 11.2 Licensee shall make reasonable commercial efforts to provide Licensor with written notice within 10 business days of the discovery of any defect in the Product.
  • 11.3 No breach of warranty by the Licensor shall be deemed to have occurred to the extent that
    • (a) Licensee or Client fails in a material respect to comply with the relevant instructions for the operation of the Product;
    • (b) The fault is attributable to inaccurate input of data by Licensee or Client;
    • (c) The fault arises because of the incompetence, or lack of training of an employee, agent or representative of Licensee, using the Product;
    • (d) Damage has been caused by accident, hazard, misuse, failure of electrical power, or of air conditioning, humidity control or other instance of force majeure.
    • (f) EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, NO WARRANTY, CONDITION, UNDERTAKING OR TERM, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, AS TO CONDITION, QUALITY, PERFORMANCE, INFRINGEMENT, MERCHANTIBILITIY, DURABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE PRODUCT IS GIVEN OR ASSUMED BY LICENSOR, AND ALL SUCH WARRANTIES, CONDITIONS, UNDERTAKINGS AND TERMS ARE HEREBY EXCLUDED.

Section 12. Limited Liability

  • 12.1 Neither party shall be liable for any incidental or consequential damages (including, but not limited to, lost profits, lost business, lost business opportunity, or other financial loss). No action arising out of or related to this Agreement may be brought by either party more than one year after the occurrence which gives rise to the cause of action.
  • 12.2 Neither party shall be liable for breach of its obligations under this Agreement (other than an obligation to make payment of any monies) to the extent that such breach is caused by industrial disputes, lockouts, power failures, acts of government, war hostilities, riots civil disturbances, acts of God or other matters beyond the reasonable control of the party concerned, whether existing at the date of the execution of this Agreement or arising thereafter.

Section 13. Cure Period

In the event that Licensee claims that the Product or the medium upon which it is delivered, in whole or in part, is defective, Licensee must first notify Licensor in writing within 10 days that the alleged defect is discovered, and give the Licensor an opportunity to correct the defect or replace the Product.

Section 14. Entire Agreement

This Agreement represents the entire agreement of the parties and supersedes any prior proposal, discussion agreement, oral or written, between Licensor and Licensee related to the subject matter of this Agreement.

Section 15. Binding Arbitration

Any disputes arising out of or relating to this Agreement, its terms or its performance shall be submitted to binding Arbitration in Veracruz, Ver., Mexico in accordance with the arbitration rules of the Centro de Mediación y Arbitraje Comercial.

Section 16. Choice of Law

All the terms and provisions of this Agreement and questions regarding the performance of this Agreement and the parties’ rights and remedies under this Agreement shall be governed by the laws of the State of Veracruz, Mexico, except insofar as Federal law preempts state law.

Section 17. Drafting Of The Agreement

The parties agree that they have both had input into this Agreement, and that neither party can be considered the “drafting party.” Therefore, in the event that any provision of this Agreement is deemed to be ambiguous, its interpretation shall not be construed against either party.

Section 18. Publicity

Licensee’s company name and/or company logo may be used by Licensor, at Licensor’s sole discretion and without compensation to Licensee, for the purpose of promoting Licensor, its products and/or its services in advertising, publicity and all forms of marketing materials both on and off the Internet. Only the Licensee’s name and/or company logo and not any confidential or direct contact information, including personal names, phone numbers and email address, may be used in this manner.

Section 19. Modification of The Agreement

This Agreement can only be modified through a written document signed by both parties.

Section 20. Validity

If any term or provision of this Agreement is declared by a court of law to be invalid or unenforceable, that term or provision shall be deemed severed from this Agreement, and shall not affect the remainder of the Agreement. The remaining portion of the Agreement shall remain valid and enforceable.

Section 21. Reservation of Rights

ANY RIGHTS NOT EXPRESSLY GRANTED TO LICENSEE UNDER THIS AGREEMENT ARE RESERVED TO LICENSOR.