Data Harmony WebStart

	Data Harmony WebStart
	LIMITED SITE LICENSE ACCESS INNOVATIONS, INC.'S DATA HARMONY SOFTWARE This Agreement addresses the license by Access Innovations to Licensee of its Data Harmony Software which consists of one or more of three modules: the XML Intranet System (XIS), the Thesaurus Master, and the Machine Aided Indexer (M.A.I.). (Data Harmony is a trademark of Access Innovations and the brand name of the software tools under this license.) The parties to this agreement are Access Innovations, Inc., owner of Data Harmony, with its principal offices at 4725 Indian School Rd. NE, #100, Albuquerque, New Mexico 87110 and the Licensee. Upon installation of the Data Harmony Software on a single computer of the Licensee, the Licensee agrees to these terms and conditions. TERMS AND CONDITIONS 1. Definitions: For purposes of this License, the following terms shall have the respective meanings indicated below: 1.1 "Company Confidential Information" means any data or information, oral or written, treated as confidential that relates to Data Harmony's past, present, or future research, development or business activities, including any unannounced Product(s) and including any information relating to marketing plans, services, developments, inventions, processes, plans and financial information. Company Confidential Information shall also include Intellectual Property Rights as defined in Section 1.2 of this License and the other terms of this License. Notwithstanding the foregoing, Company Confidential Information shall not be deemed to include information that: (1) is already publicly available or in the public domain at the time disclosed; (2) is or becomes publicly available or enters the public domain through no fault of the party receiving such information; (3) is rightfully communicated to the recipient by persons not bound by confidentiality obligations with respect thereto; (4) is already in the recipient's possession free of any confidentiality obligations with respect thereto at the time of disclosure; (5) is independently developed by the recipient; or (6) is approved in writing for release or disclosure by the disclosing party without restriction. 1.2 "Intellectual Property Rights" means copyrights, utility patents, design patents, trademarks, service marks, trade dress, trade name registrations, and other forms of intellectual property protection of and for the Data Harmony Software that Data Harmony has acquired and continues to acquire throughout the world, and (ii) computer software source codes, trade secrets, know-how, works of authorship whether new or derived, designs, concepts, techniques, inventions, discoveries, and improvements in connection with the Data Harmony Software that Data Harmony has developed and continues to develop (collectively, "Intellectual Property Rights"). Further, proprietary and confidential trade secret information is embodied in the Data Harmony Software, which Data Harmony undertakes to preserve. 2. Ownership of Software and Reserve Rights: The Data Harmony Software is the property of Access Innovations, Inc. and is protected by copyright law. Access Innovations, Inc. retains the copyright, title, and ownership of the Data Harmony Software and any written materials regardless of the form or media in or on which the original and other copies exist. Licensee will have certain rights to use the software under this limited License. All rights regarding the Data Harmony Software not specifically granted to Licensee hereunder are reserved by Access Innovations, Inc. Licensee shall have no right whatsoever to receive, review, or otherwise use or have access to the source code for the Data Harmony Software. Any and all Intellectual Property Rights, and information about Intellectual Property Rights, are and will remain the sole and exclusive property of Access Innovations, Inc. 3. Grant of Limited Site License: 3.1 Data Harmony grants to Licensee and Licensee accepts from Data Harmony, a non-exclusive, non-transferable, worldwide limited license for use of the Data Harmony Software on a single computer at a time in connection with the development, exploitation and maintenance of information indexing, search and retrieval products. 3.2 LICENSEE agrees to limit the use of the Data Harmony Software to any single computer owned or operated by LICENSEE. 3.3 LICENSEE may make one copy of the Data Harmony Software for backup purposes only. LICENSEE must reproduce and include the copyright notice on any copy of the Data Harmony Software. 3.4 LICENSEE may not re-distribute the Data Harmony Software in whole or in part, either separately or included with a product, except as expressly provided herein. 4. Transfers: LICENSEE may not transfer copies of the Data Harmony Software or accompanying written materials to other third parties without the prior written consent of Data Harmony. In no event may LICENSEE transfer, assign, rent, lease, sell, or otherwise dispose of the software. 5. Term: This License shall be for a period of 6 months from the Effective Date. This License shall be subject to earlier termination in accordance with Section 6 of this License. 6. Termination: This License is effective for the term specified in Paragraph 5 above, unless terminated in accordance with the terms of this paragraph. Either party may terminate the License prior to normal termination in the event of a breach of default of any material provision of this License by the other party, provided that notice has been given to the other party of the alleged breach or default and such other party has failed to cure the breach or default within thirty (30) days or if such breach or default cannot be cured within such period, the party does not undertake reasonable steps to cure such breach or default and diligently pursue such cure to completion. Upon termination, LICENSEE shall destroy any written materials and return to Data Harmony or destroy, as agreed upon at the time, any and all copies of the Data Harmony Software, including any modified copies, if any. Data Harmony or LICENSEE may terminate this License with 30-day advance notification in writing to Data Harmony and by destroying all of LICENSEE's copies of the Data Harmony Software, including any modified copies. 7. Restrictions: The Data Harmony Software source code is the confidential copyrighted information of Data Harmony. Data Harmony emphasizes and LICENSEE understands that the limited license granted by this License in no way affects or diminishes Data Harmony's ownership and control of the Data Harmony Software source code. LICENSEE may not lease, assign, or sublicense the Data Harmony Software source code in whole or in part. LICENSEE shall not modify, de-compile, disassemble, decrypt, extract, or otherwise reverse engineer the Data Harmony Software source code. Enhancements or special features required by LICENSEE to be written into the source code will be accomplished pursuant to the terms of a separate professional service License to be negotiated between the parties and will remain the property of Data Harmony. 8. Modifications, Amendments, and Waivers. This License may not be modified or amended, including by custom, usage of trade, or course of dealing, except by an instrument in writing signed by duly authorized officers of both of the parties hereto. Performance of any obligation required of a party hereunder may be waived only by a written waiver signed by a duly authorized officer of the other party, which waiver shall be effective only with respect to the specific obligation described therein. The waiver by either party hereto of a breach of any obligation of the other shall not operate or be construed as a waiver of any subsequent breach of the same provision or any other provision of this License. 9. Software Maintenance: Maintenance services shall be provided by Data Harmony. 10. Disclaimer: All services provided by Data Harmony hereunder shall be performed in a good workmanlike manner. All deliverables hereunder shall substantially conform in all material respects with the specifications and other documentation delivered to LICENSEE with respect to such deliverables. Any non-conforming deliverable shall promptly be repaired or replaced or, if neither option is commercially practicable, LICENSEE shall be entitled to a refund of the one-time license fee paid for such deliverable. All claims and remedies are limited in the manner expressly provided in this License. 11. Limitation of Liability: Data Harmony shall not be liable for any special or consequential, indirect, or similar damages suffered by Licensee or any third party as a result of using the Data Harmony Software, and Data Harmony SHALL NOT be liable for any lost revenue, profits or data, costs of delay, incidental or punitive damages, however caused and regardless of the theory of liability, whether in contract or in tort, arising out of the use of or inability to use the Data Harmony Software, even if Data Harmony has been advised of the possibility of such damages. IN NO EVENT WILL DATA HARMONY BE LIABLE FOR ANY AMOUNTS IN EXCESS OF THE FEES RECEIVED HEREUNDER. 12. Indemnification: Data Harmony will defend, indemnify, save and hold harmless LICENSEE, its officers, directors, agents and employees, from any and all third party claims, demands, liabilities, costs or expenses that the Data Harmony Software or any other deliverable hereunder infringes, misappropriates or otherwise violates any third party copyright, patent, trademark, trade secret, or similar rights by reason of the use such deliverable as permitted hereunder. In the event of any infringement, LICENSEE shall provide notice to Data Harmony within five (5) business days of its discovery of such infringement and provide Data Harmony with its full cooperation in connection with such claim. If LICENSEE fails to provide Data Harmony with timely notice or fails to fully cooperate with Data Harmony in connection with such claim, Data Harmony will be excused from its obligations hereunder with respect to such claim. In the event of any infringement, Data Harmony shall, at its expense and option, procure the right for LICENSEE to continue using the allegedly infringing item, replace the item with a functionally-equivalent non-infringing product, or modify the item so that it is non-infringing. Notwithstanding the foregoing, Data Harmony shall have no liability to the extent infringement arises from: (a) use of Data Harmony deliverables in combination with other items, unless Data Harmony sold, made, specifically recommended or approved such items as a combination, or unless such specific combination would be necessary for use in the normal course of events in connection with the Data Harmony deliverables; or (b) modification of items after delivery, unless Data Harmony made, specifically recommended, or approved such modification, or the modification constitutes normal repair, replacement or implementation of such items, or the addition of options or enhancements provided by Data Harmony. 13. GOVERNING LAW; ATTORNEYS' FEES: This License shall be interpreted and construed in accordance with the laws of New Mexico. Any court action under this License shall be brought in Bernalillo County, New Mexico, and the parties consent to such jurisdiction and venue. 14. Enforcement Costs. In the event of a dispute hereunder, the prevailing party shall be entitled to all costs of enforcement, including reasonable attorneys' fees. 15. Confidentiality. Each party acknowledges that, as a result of this License, it may obtain access to information relating to the other party's technical processes and formulas, source code, product designs, sales, cost and other unpublished financial information, product and business plans, member information, marketing data and other information which is or should be reasonably understood to be the confidential or proprietary information of the disclosing party, including without limitation the terms of this License, but not including information (i) already lawfully known to or independently developed by the other party, (ii) disclosed in published materials, (iii) generally known to the public or (iv) lawfully obtained from any third party ("Confidential Information"). Each party agrees that it will take reasonable steps, at least substantially equivalent to the steps it takes to protect its own proprietary information, during the term of the License and for a period of three years following expiration or termination of the License, to prevent the duplication or disclosure of the other party's Confidential Information, other than by or to its employees or agents who have a need to know such information for purposes of this License. Notwithstanding the foregoing, either party may disclose Confidential Information without the consent of the other party to the extent such disclosure is required by law, rule, regulation or court order. In such case, the disclosing party will provide at least five (5) business days prior written notice of such proposed disclosure to the other party. Subject to each party's obligations hereunder, nothing in this Section 19 will be construed as a representation or License to restrict reassignment of any party's employees, or in any manner to affect or limit any party's present and future business activities of any nature, including business activities which could be competitive with the disclosing party. Nothing herein shall prohibit the disclosing party from pursuing a transaction similar to the one contemplated herein independently or with any other third party. 16. Severability. In the event that any provision hereof is found invalid or unenforceable pursuant to judicial decree or decision, the remainder of this License shall remain valid and enforceable according to its terms. WITHOUT LIMITING THE FOREGOING, IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT EACH AND EVERY PROVISION OF THIS LICENSE THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED BY THE PARTIES TO BE SEVERABLE AND INDEPENDENT OF ANY OTHER PROVISION AND TO BE ENFORCED AS SUCH. FURTHER, IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT IN THE EVENT ANY REMEDY HEREUNDER IS DETERMINED TO HAVE FAILED OF ITS ESSENTIAL PURPOSE, ALL OTHER LIMITATIONS OF LIABILITY AND EXCLUSION OF DAMAGES SET FORTH HEREIN SHALL REMAIN IN FULL FORCE AND EFFECT.
	Accept License Agreement