TS-SRP PACK License

OPEN CHANNEL SOFTWARE, INC.
END USER SOFTWARE LICENSE AGREEMENT

This Agreement is made Open Channel Software, Inc. ("Licensor"), and the undersigned ("Licensee").

1. Definitions. The following definitions apply herein:
   
   
   1. "Licensed Program" means computer software in source or object code generally referred to by the name shown at the top of this license.
      
      
   2. "Licensed Copy" means a duplication of all or some portion of the Licensed Program that is either (a) furnished by Licensor or (b) made by Licensee in accordance with this Agreement.
      
      
   3. "Derivative Work" is any work that is based on the Licensed Program or any portion thereof and that, if prepared without Licensor's permission, would constitute an infringement of the Licensed Program.
      
      
   4. "User Limitation" means maximum number of copies or cpu's for which License Fee has been paid, to be used by employees (but not affiliates, consultants or contractors) of Licensee.
      
      
   5. The End User agrees to pay the "License Fee" for use of the program prior to downloading from Licensor.
      
      
   
   
2. License Grant
   Subject to the terms and conditions hereof, Licensor hereby grants and Licensee accepts, a non-exclusive right and license to use and copy Licensed Program. Licensee shall use the Licensed Program only in Licensee's internal business operations, subject to the User Limitation, and shall not permit the Licensed Program to be used by or for the benefit of third parties, including without limitation, use as part of a service bureau. Licensee shall not have the right to relicense, sell, transfer or assign the Licensed Program.
   
   
3. Creation of Derivative Works
   Specifically regarding the right to modify or create derivative works of the Software, "Derivative Work" means any addition or deletion by Licensee from the substance or structure of either the original Software or any previous modifications. Licensee may make Derivative Works of the Software only for private internal purposes and provided Licensee agree also:
   
   
   1. Not sell, offer for sale, bundle Software with other software or equipment in a sales activity or otherwise market the Software or Derivative Works Software without written permission of OCS;
      
      
   2. Not to modify the Software such that the derivative work constitute an infringement of another or others rights;
      
      
   3. Not to assert ownership to the Software as derived;
      
      
   4. To maintain and not alter or remove this License and all notices or disclaimers that accompany the Software during the preparation or as a result of the Derivative Works; and
      
      
   5. To provide with all Derivative Works Software, sufficient information such that OCS knows how and when Licensee changed the Software.
      
      
   
   
4. Duplication by Licensee
   Licensee shall not duplicate Licensed Program without the prior written consent of Licensor except as expressly provided herein and for the purpose of creating a reasonable number of back-up copies. At Licensor's request, Licensee will provide Licensor with a listing of the number of Licensed Copies of Licensed Program currently in possession or control by Licensee. All copyright notices, disclaimers, notices of Government sponsorship and license rights, and other identifications must also be duplicated when duplicating the Licensed Program.
   
   
5. Effective Date
   The right and license granted herein shall commence on the date the Licensed Program is electronically delivered. Licensor shall make the Licensed Program available for electronic delivery promptly following receipt by Licensor of the License Fee and this Agreement signed on behalf of Licensee. Magnetic media will be shipped at Licensee's expense upon written request.
   
   
6. Maintenance and Support
   All installation of the Licensed Program for use by Licensee will be by and at the sole expense of Licensee. Licensor has no duty at any time to provide technical support, or to debug, maintain, customize, or enhance the Licensed Program. However, Licensor may, at its sole discretion, offer future enhancements or Licensor controlled upgrade versions to Licensee without cost or at a price that will be determined on a case-by-case basis.
   
   
7. Termination
   This Agreement shall be subject to termination by Licensor if Licensee becomes insolvent, declares bankruptcy, or a receiver or trustee is appointed for Licensee. In addition, either party may terminate this Agreement with written notice upon the occurrence of a default or breach by the other party in any of its obligations under this Agreement, provided such default or breach continues for more than thirty (30) days after receipt by such other party of notice; provided, however, there shall be no such cure period with respect to any breach of Licensee's obligation under Section 9 hereto. Upon termination of this Agreement under this Section 6, Licensee agrees to cease using the Licensed Program and to return all Licensed Copies of the Licensed Program to Licensor, or to certify to Licensor that it has destroyed all such Licensed Copies.
   
   
8. Limited Warranty
   
   1. Licensor warrants for thirty (30) days after shipment that any recording media by which a Licensed Program is furnished is free of manufacturing defects and damage provided that the media has been properly installed by Licensee. Licensee does not warrant that any Licensed Program will meet Licensee's requirements nor will be error free. As Licensee's sole and exclusive remedy for breach of the warranty herein, Licensor will provide a suitable replacement media containing the Licensed Program.
      
      
   2. LICENSOR ASSUMES ALL RISK AND RESPONSIBILITY FOR THE SELECTION, INSTALLATION, USE QUALITY, PERFORMANCE, AND RESULTS OBTAINED FROM THIS SOFTWARE.
      
      
   3. THIS SOFTWARE IS PROVIDED "AS IS" WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED. ALL WARRANTIES AND REPRESENTATIONS, EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE DISCLAIMED AND EXCLUDED. OCS DOES NOT WARRANT THAT THE SOFTWARE WILL MEET THE LICENSOR'S REQUIREMENTS. THAT THE SOFTWARE WILL OPERATE UNINTERRUPTED, OR ERROR FREE, OR THAT DEFECTS IN THE SOFTWARE WILL BE CORRECTED.
      
      
   4. EXCEPT AS PROVIDED ABOVE, OPEN CHANNEL SOFTWARE, INC., NOR ANY OF THEIR EMPLOYEES, MAKES ANY WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, OR ASSUMES ANY LEGAL LIABILITY OR RESPONSIBILITY FOR THE ACCURACY, COMPLETENESS OR USEFULNESS OF ANY INFORMATION, APPARATUS, PRODUCT OR PROCESS DISCLOSED FOR ANY PURPOSE (WHETHER OR NOT KNOWN, OR HAVING REASON TO KNOW, HAVING BEEN ADVISED, OR OTHERWISE IN FACT AWARE OF ANY SUCH PURPOSE) OR THAT ITS USE WOULD NOT INFRINGE PRIVATELY OWNED RIGHTS. IN ADDITION, OCS EXPRESSLY DISCLAIM ANY WARRANTY OR REPRESENTATION TO ANY PERSON OTHER THAN LICENSEE WITH RESPECT TO THE LICENSED PROGRAM, OR ANY PORTION THEREOF.
      
      
   5. IN NO EVENT WILL LICENSOR BE LIABLE FOR ANY INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES RESULTING FROM EXERCISE OF THIS AGREEMENT OR LICENSEE'S USE OF THE LICENSED PROGRAM. THE PARTIES ACKNOWLEDGE THAT THE LICENSE FEE REFLECTS AN AGREED ALLOCATION OF RISK BETWEEN THE PARTIES AND THE LIMITATION OF LIABILITY SPECIFIED HEREIN.
      
      
   6. Licensor is unaware of any third party intellectual property rights that the Licensed Program will infringe. Licensee's sole and exclusive remedy with respect to allegations or proof of infringement of third party intellectual property rights by the Licensed Program and/or its use by Licensee, regardless of any alleged negligent misrepresentation or any other alleged breach of this Agreement by Licensor, to the exclusion of all other remedies therefore will be for Licensor to refund to Licensee an amount equal to the License Fee.
   
   
9. Indemnity
   Licensee indemnifies Open Channel Software, Inc. and their trustees, officers, employees and agents, for all damages, costs, and expenses, including attorneys' fees, arising from personal injury or property damage to third parties occurring as a result use of the Licensed Program by Licensee, including but not limited to the making, using, selling, or exporting of products, processes, or services derived therefrom. This indemnification shall include, but not be limited to, indemnification for any product liability. Licensee's indemnification obligations arising hereunder shall apply irrespective as to whether such damages, costs and expenses arise or are alleged to arise, directly or indirectly, from the participation, whether active or passive, or negligence, whether ordinary or gross, of such parties, their employees, agents, or other personnel.
   
   
10. Protection of Licensed Program
    Except as expressly provided herein, Licensee receives no rights to and will not sell, assign, lease, market, transfer, encumber, or otherwise suffer to exist any lien or security interest on, or allow any third person, firm, corporation, other entity to use, copy, or reproduce in whole or in part in any manner the Licensed Program. Licensee shall use its best efforts to insure that no unauthorized copy, in whole or in part, in any form shall be made of the Licensed Program.
    
    
11. Taxes
    Licensee will pay or reimburse all federal, state, local or other taxes, including but not limited to, sales, use, added value, or excise taxes, or amounts levied in lieu thereof, based on fees and charges payable under this Agreement or based on Licensee's use of the Licensed Program.
    
    
12. EXPORT
    LICENSEE WARRANTS AND CERTIFIES THAT IT WILL NOT EXPORT OR RE-EXPORT, DIRECTLY OR INDIRECTLY, THE LICENSED PROGRAM CONTRARY TO THE LAWS AND REGULATIONS OF THE UNITED STATES OR ANY OTHER COUNTRY. LICENSEE FURTHER ACKNOWLEDGES THAT LICENSEE IS SUBJECT TO THE LAWS AND REGULATIONS OF THE UNITED STATES CONTROLLING THE EXPORT OF CERTAIN TECHNICAL DATA, COMPUTER SOFTWARE, LABORATORY PROTOTYPES, AND OTHER COMMODITIES ("TECHNICAL DATA"). LICENSEE AGRESS TO COMPLY WITH THESE LAWS AND REGULATIONS AS THEY MAY APPLY AT THE TIME OF EXPORTING ANY TECHNICAL DATA AS THEY MAY BE REVISED AND MODIFIED AT VARIOUS TIMES.
    
    
13. Assignment
    Except as expressly provided herein, Licensee may not assign, sublicense, or otherwise transfer its rights, duties or obligations under this Agreement to any other party or entity, in whole or in part, without the prior written consent of Licensor.
    
    
14. Entire Agreement
    This Agreement constitutes the entire agreement between the parties and supersedes all prior or contemporaneous agreements or representations, written or oral, concerning the subject matter of this Agreement. No modification or amendment to this Agreement will be valid or binding unless reduced to writing and duly executed by the party or parties to be bound thereby.
    
    
15. Notices
    Notices to Licensee shall be sent to the address specified beneath Licensee's signature and to Licensor to: License Coordinator, Open Channel Software, Inc. 1807 West Sunnyside Ave, Suite301, Chicago, IL 60640. Notice shall be deemed effective on the date of delivery if delivered by personal delivery (including overnight mail by private carrier) or on the date of mailing if delivered by certified mail.
    
    
16. Miscellaneous
    
    1. Nothing in this Agreement shall be construed as conferring any right to use in advertising, publicity, or other promotional activities any name, trade name, trademark, or other designation of any party hereto or of Open Channel Software, Inc., or any employees thereof, and any contraction, abbreviation, or simulation of any of the foregoing.
       
       
    2. The headings of the several sections of this Agreement are included for convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement.
       
       
    3. In the absence of applicable Federal law, this Agreement shall be interpreted and construed in accordance with the laws of the State of Illinois.
       
       
    4. The failure or forbearance by Licensor or Licensee to enforce any right or claim against the other party shall not be deemed to be a waiver by Licensor of a claim or right or claim hereunder. The waiver by Licensor or Licensee of a breach hereof shall not operate or be construed as a waiver of any subsequent breaches of the same or any other provision.
       
       
    5. If any of the provisions of this Agreement are determined to be invalid or unenforceable, such invalidity or unenforceability will not invalidate or render unenforceable the remainder of the Agreement, but rather the entire agreement will be construed as if not containing the particular invalid or unenforceable provision or provisions, and the rights and obligations of the parties hereto shall be construed and enforced accordingly. The parties hereby acknowledge that if any provision of this Agreement is determined to be invalid and unenforceable, it is their desire and intention that such provision be reformed and construed in such a manner that it will, to the maximum extent practicable, be deemed valid and enforceable.

This agreement covers only the software title referenced at the top of this license.

IN WITNESS WHEREOF, the parties have signed this Agreement on the dates indicated below, the later of such dates being the effective date of this Agreement.

 
LICENSEE							

Company Name: ________________________________________________

By: __________________________________________________________		

Printed Name: ________________________________________________	

Nationality: _____________________________________________________		

Title: _______________________________________________________		

Date: ________________________________________________________		

Address: _____________________________________________________		

City, State, Zip: ____________________________________________		

Country: _____________________________________________________		

Please sign and return one copy of this license to Open Channel Software, Inc.

You must also submit an online request for TS-SRP PACK through the Open Channel Website.
Requests for software cannot be processed unless we have BOTH an online request and a signed license agreement.

TS-SRP PACK License