LICENSE AGREEMENT FOR PURCHASES OF SERVICE, PRODUCT OR CONTENT FROM ALEXANDER RESOURCES
This License Agreement is a legal and binding agreement between Subscriber (as hereinafter defined) as licensee and Alretex Corp., d.b.a. Alexander Resources ("Licensor") as licensor for the non-exclusive and non-transferable right to use the Service (as hereinafter defined) on the terms and conditions herein contained. By purchasing, accessing, installing or otherwise using the Service you signify your agreement to be bound by this License Agreement.1. Definitions
- "Content" means all software and information in printed form, CD-ROM or diskette format or otherwise, on-line or electronic documentation, embedded data, programming, HTML, files, images, graphics, icons, Documentation (as hereinafter defined) and all other content or materials incorporated in or generated by the Service.
- "Documentation" means any activity sheets, support materials or other documentation supplied with or within the Service.
- "End User(s)" shall mean the employees, consultants, faculty, staff, students or clients officially affiliated with the Subscriber and thereby authorized to use the Service as herein licensed.
- "Licensed Site" means the Site or Sites (as hereinafter defined) specified in the Purchase Order (as hereinafter defined).
- "Purchase Order" means the initial purchase order or written or verbal request for purchase submitted by Subscriber to Licensor in respect of the Service.
- "Site" shall mean the Subscribers normal and singular place of business or work from which the Service is used.
- "Service" means the Content specified in the Purchase Order which may be offered in paper, CD-ROM or diskette format or on the Internet or both.
- "Site Administrator(s)" means any manager or other professional, of the legal age of majority, located at a Site.
- "Subscriber" means that organization or entity entering into this Agreement by way of initiating a Purchase Order for purchase of Content.
- "Term" means the term of this License Agreement as specified in the Purchase Order and includes any renewal term, unless sooner terminated pursuant to the provisions hereof. If not specified then the term is unlimited.
2. General Provisions
- Alretex Corp., d.b.a. Alexander Resources, acts solely as a sales agent to Subscribers purchase of the Service. Alretex Corp. does not own, warehouse or ship any part of the Service.
- The terms and conditions contained in this License Agreement may not be altered in any way by Subscribers Purchase Order. Subscriber agrees that the terms and conditions contained in this License Agreement take precedence over any provisions in Subscribers Purchase Order.
- Delivery of the Service to the Subscriber by Licensor or any use of the Service by the Subscriber or End User immediately obligates Subscriber to make full payment of the Service specified in the Purchase Order.
- As delivery of the Service to the Subscriber by Licensor or any use of the Service by the Subscriber or End User immediately jeopardizes the exclusivity of the Content, Licensor will not refund any amounts due or paid by Subscriber. All sales made by the Licensor to the Subscriber are final and non-refundable.
3. Use License
- If Subscribers Purchase Order specifies the purchase of a "Single User License", the Licensor hereby grants the Subscriber the non-exclusive, non-transferable right and license to permit one End User the use of the Service on one computer workstation located at the Licensed Site, during the Term and subject to the terms and conditions of this License Agreement. End User and Subscriber will not, directly or indirectly, allow any other person to use or share access to the Service. Any breach of this restriction may result in immediate termination of Subscribers access to the Information and/or liability for damages.
- If Subscribers Purchase Order specifies the purchase of a "Multi-User Corporate License", Licensor hereby grants Subscriber the non-exclusive, non-transferable right and license to permit no more than ten End Users to use the Service on computer workstations located at the Licensed Site, during the Term and subject to the terms and conditions of this License Agreement;
- The Documentation may be copied for use with the Service at the Licensed Site and End-Users may make screen prints from electronic Content for personal educational purposes only.
- This is a grant of a license, not a transfer of title, and under this license Subscriber may not:
- use, republish, upload, post or transmit in any way the Service or any Content except as expressly authorized pursuant to this License Agreement;
- copy, reproduce, modify or create derivative works from the Content except as expressly authorized pursuant to this License Agreement;
- attempt to decompile, disassemble or reverse engineer any Content contained within the Service;
- remove any copyright or other proprietary notations from the Content;
- distribute, transfer, sale, lease, sublicense, assign or otherwise make available, directly or indirectly, the Service or any Content, in part or in whole, including any search output or results, to any other person;
- except as may be specifically provided in this License Agreement, permit the Service to be accessed through an electronic network; or
- transfer the Content to another person or "mirror" the Content on any other server.
- The Service, including all Content, is protected by copyright under Canadian, United States, foreign laws and international treaties. Unauthorized use of the Service may violate copyright, trademark and other laws.
- Subscriber shall use its best efforts to prevent any illegal use of the Service or Documentation by its Site Administrator(s), End User(s), agents, assigns or any other person, organizations or Sites and, without limiting the generality of the foregoing, will ensure its Site Administrators are aware of the Subscribers obligations pursuant to this License Agreement. The Subscriber is solely responsible for all security of and all access (including unauthorized access) to the Service by use of the assigned username(s) and password(s), or any other means of authentication so granted by Licensor.
- Where the rights provided herein to copy the Service, including any Content or Documentation, or any part of it, is exercised by Subscriber, Subscriber shall reproduce the copyright notice and any other legend of ownership on each copy, or partial copy, made.
5. Limitation of Liability
- Licensor assumes no responsibility for the selection of the Service to achieve any intended purpose, for the proper use of Service or for verifying the results obtained from use of the Service. Licensor licenses the Service "as is." Licensor makes no warranties, express or implied, and expressly disclaims and negates all other warranties, including without limitation, implied warranties or conditions of merchantability, fitness for a particular purpose, or non-infringement of intellectual property or other violation of rights. Further, Licensor does not warrant or make any representations concerning the accuracy, likely results or reliability of the use of the Service or otherwise relating to the Service or any material on any Web sites linked to the Service. Licensor does not warrant that the Service will be uninterrupted or error-free or that the Service and its server are free of computer viruses or other harmful mechanisms. If Subscribers use of the Service or Content results in the need for servicing or replacing equipment or data, Licensor is not responsible for these costs.
- The Content could include technical, typographical or photographic errors. Licensor does not warrant that any of the Content is accurate, complete or current. Licensor may make changes to the Content at any time without notice. Licensor does not, however, make any commitment to update the Content.
- In no event will Licensor be liable for any incidental, consequential or indirect damages (including but not limited to damages for loss of profits, interruption or loss of information) arising out of the use of or inability to use the Service, including if Licensor or any authorized representative has been advised of the possibility of such damages.
- Subscriber agrees that, in any event, Licensors aggregate liability hereunder for damages, regardless of form or action, will not exceed any payments paid to Licensor during the current Term.
- The provisions of this paragraph 5 will apply to the maximum extent permitted by law. Because some jurisdictions do not allow limitations on implied warranties or limitations of liability for consequential or incidental damages, these limitations may not apply to Subscriber.
6. Termination of Agreement
- This License Agreement shall immediately and automatically terminate without notice or any other act upon:
- the expiry of the Term;
- the attempted illegal copying, distribution, transfer, assignment, lease or sale of the Service, or rights thereto, without the prior written consent of the Licensor;
b. Upon termination of this License Agreement, Subscriber will forthwith cease use of the Service and destroy all of the original and copied Service CD-ROMs and diskettes and Documentation in its possession and all copies of the Service, the Content and the Documentation, or any portion thereof, stored in electronic form on any of its computer equipment. Upon Licensors request, Subscriber will provide a written certification that all the copies of the Service, the Content, and the Documentation, in whole or in part in any form have been destroyed. Failure to do so may result in additional fees and charges being levied against Subscriber. c. Any and all use of the Service by Subscriber following termination of this License Agreement is prohibited and may result in additional fees and charges being levied against Subscriber d. Paragraphs 2,4,5,6, and 9 shall survive the termination or expiration of this License Agreement.
- Subscriber will indemnify Licensor and hold Licensor harmless from and against any and all claims which a third party may assert against Licensor by reason of or as a consequence of Subscribers use of the Service.
8. Miscellaneous Provisions
- Licensors waiver, failure or delay to exercise any right, provision or entitlement herein shall not be deemed to constitute a waiver of same or any other provision, right or entitlement herein.
- This License Agreement constitute the entire agreement between the parties and supersede all prior agreements and understandings, oral and written, express or implied, by and between any of the parties with respect to the subject matter of this Agreement. No amendment or modification of this License Agreement shall be binding unless in writing and signed by a duly authorized representative of both parties.
- This License Agreement shall be governed by and construed in accordance with the laws of the State of Texas and federal laws of the United States. Any actions at law or in equity arising out of or in relation to this License Agreement may be filed only in the U.S. District Court in the State of Texas, U.S.A. and Subscriber hereby consents and submits to the personal jurisdiction of such court.
- If any one or more of the provisions contained in this License Agreement should be invalid, illegal or unenforceable in any respect in any jurisdiction, the validity, legality and enforceability of such provision or provisions shall not in any way be affected or impaired as a result of such event in any other jurisdiction and the validity, legality and enforceability of the remaining provisions contained in this Agreement shall not in any way be affected or impaired as a result of such event, unless in either case as a result of such determination this Agreement would fail in its essential purpose.
9. Copyright and Trademark Notices
- All Content are Copyright © 2009 Alexander Resources and/or its suppliers, c/o Alexander Resources, 15455 North Dallas Parkway, Suite 600, Addison, TX 75001
- Any rights not expressly granted herein are reserved.
END United States/Revised March 2005