Software License Agreement for Snap-On Credit
LLC
This
Agreement is effective June 3, 2005, by and between Communication
Intelligence Corporation, 275 Shoreline Drive, Suite 500, Redwood
Shores, California 94065 a Delaware corporation (“CIC”)
and Snap-on Credit LLC (“Licensee”).
1.
License Grant. CIC hereby grants Licensee a non-exclusive license
to use CIC’s products and related documentation, if any,
listed in Appendix A (the "Product" or "Products") pursuant to the
terms hereof including the attached Appendices that are
incorporated by reference. Each unit of Product may be used on one
computer and Licensee may make one copy of the Product in
machine-readable form for backup purposes only. CIC reserves all
rights not otherwise expressly granted to Licensee in this
Agreement. This license is not a sale and no rights are granted to
Licensee with respect to any source code, trade secrets,
trademarks, copyrights or other intellectual property that is
incorporated into or related to the Product except as otherwise
expressly provided for herein. Any modifications made to the
Product, whether made by CIC or Licensee, shall be the sole and
exclusive property of CIC. Licensee agrees and certifies that
neither the Product nor any other technical data received from CIC,
nor the direct product thereof, will be exported outside the United
States except as permitted by the laws and regulations of the
United States.
2.
License Fees and Payment Terms and Porting Services, Fees, and
Payment Terms. See Appendix B.
3.
End-User Support and Support to Licensee. Maintenance and support
terms are delineated in Appendix C.
4.
Disclaimer of Warranty. EXCEPT AS EXPLICITLY PROVIDED IN THIS
AGREEMENT, CIC MAKES NO WARRANTIES OR REPRESENTATIONS REGARDING ANY
PRODUCT, SOFTWARE, DOCUMENTATION, OR ANY PORTION, COPY OR COMPONENT
THEREOF, TO LICENSEE OR TO ANY OTHER PERSON; ALL ARE PROVIDED "AS
IS."
5.
Limited Liability. TO THE EXTENT PERMITTED BY APPLICABLE LAW, CIC
AND ITS SUPPLIERS EXPRESSLY DISCLAIM ALL IMPLIED WARRANTIES AND
CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO,
IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE, AND SUCH ARE HEREBY EXCLUDED AND THE LIABILITY OF CIC, IF
ANY, FOR DAMAGES RELATING TO ANY PRODUCT, SOFTWARE, DOCUMENTATION,
OR ANY PORTION, COPY OR COMPONENT THEREOF, FOR ANY REASON, WILL BE
LIMITED TO THE ACTUAL LICENSE FEE PAID BY LICENSEE WITH RESPECT TO
SUCH ITEM OR, AT CIC'S SOLE DISCRETION, REPLACEMENT OF THE ITEM AT
CIC'S EXPENSE, AND WILL IN NO EVENT INCLUDE INCIDENTAL OR
CONSEQUENTIAL DAMAGES OF ANY KIND, EVEN IF CIC HAS BEEN ADVISED OF
THE POSSIBILITY OF SUCH DAMAGES.
6.
Exclusion of Warranties on Account of Licensee Modifications. If
any modifications are made to the Products by Licensee or any
person, any warranty shall be immediately terminated. Correction
for difficulties or defects traceable to Licensee's errors or
systems changes may be made at CIC's discretion and shall be billed
at CIC's standard time and material charges.
7
Proprietary Rights. Licensee acknowledges that CIC owns and will
retain all copyright, trademark, patent, trade secret and other
proprietary rights in the Product, any component thereof, and the
marks, names, logos and designations of CIC used therewith
worldwide (collectively, the "CIC Marks"). Licensee will use
reasonable efforts to protect CIC's proprietary rights. Licensee
agrees to use the appropriate trademark symbol (either "
TM " or "
â ") as
designated by CIC in superscript and clearly indicate CIC's
ownership of the CIC Marks in any of Licensee's literature that
mentions the Product. Licensee shall use the CIC Marks in
accordance with CIC's reasonable instructions as communicated in
writing to Licensee from time to time. Licensee shall not remove
any proprietary designations included in the Product by CIC.
8.
Confidentiality. Licensee acknowledges that in connection with this
Agreement it will receive information confidential and proprietary
to CIC. Licensee agrees not to use such information except in
performance of this Agreement, and not to disclose such information
to any other party. CIC agrees not to use information received from
Licensee marked as confidential except in performance of this
Agreement, and not to disclose such information to any other party.
To the extent that Licensee and CIC have executed a separate
confidentiality agreement related to the subject matter of this
Agreement, and the terms of such separate agreement provide a
higher level of protection or delineate obligations and/or
responsibilities with a higher degree of specificity than this
Agreement the terms of such separate agreement shall control the
parities confidentiality obligations and responsibilities and such
terms are hereby incorporated herein by reference.
9.
Infringement and Indemnity. If notified promptly in writing, and
given sole control of the defense and all related settlement
negotiations, CIC will indemnify, hold harmless and defend
Licensee, its officers, directors, employees and agents from and
against claims, losses, liabilities, demands, damages and costs and
expenses in connection with a claim by a third party that the
Product infringes a U.S. copyright, or patent. CIC will pay any
costs, damages and attorney fees finally awarded by a court with
regard to such third-party claims, up to the amount of license fees
received by CIC hereunder, to the extent such claims are grounded
on such copyright or patent infringement. CIC will have no
liability for, and Licensee will defend and indemnify (including
reasonable attorney fees and costs of litigation) CIC against, any
claim arising from or based upon (a) any combination, operation or
use of any Product with any equipment, data or programming not
approved by CIC; (b) any alteration or modification of the Product
Licensee makes without the prior written consent of an officer of
CIC; and (c) any act, omission, representation of Licensee related
to the Product other than in conformance with this Agreement. For
any Product that becomes or in CIC's opinion is likely to become
the subject of a copyright, patent infringement or other
intellectual property action, CIC may, at its sole option and
expense, procure the right for Licensee to continue using such
Product or replace or modify the Product to become
non-infringing.
10.
Term
and Termination. This Agreement is for an initial term expiring one
(1) year from the effective date hereof and shall be automatically
renewed for successive one year terms unless either party notifies
the other, in writing, one month prior to the expiration of the
original term, or any renewal term, of its intent not to renew or
unless this Agreement is otherwise terminated pursuant to the
provisions hereof. Upon written notice to the other party either
party may terminate this Agreement at any time in the event that
the other party materially breaches this Agreement and fails to
cure such breach within 15 days after receiving notice of such
breach.
11.
Survival. Upon expiration or termination of this Agreement,
Licensee will remain liable for all amounts due hereunder as of the
effective date of such expiration or termination. The provisions of
Sections 4, 5, 6, 7, 8, 9, 11 and 13 will survive expiration and
termination of this Agreement. The license grant pursuant to
Section 1 hereof shall also survive termination and expiration of
this Agreement for those units of Product shipped to and paid for
by Licensee, except to the extent that this Agreement is terminated
by CIC for material breach, which includes but is not limited to
breach of Licensee’s confidentiality obligations and
infringement of CIC’s intellectual property rights.
12.
Publicity. Within thirty days of the Effective Date hereof, CIC and
Licensee shall issue a joint press release announcing the parties'
relationship under this Agreement. Such release shall be jointly
approved by the parties such approval shall not be unreasonably
withheld or delayed. In connection with License's references to the
Product, Licensee shall include appropriate CIC logos and
trademarks in its materials and manuals in accordance with the
provisions of Section 7 hereof. Within six months of effective date
Licensee shall use reasonable commercial efforts to cooperate with
CIC in creating a case study describing Licensee’s usage,
benefit and ROI related to the Product. CIC shall be allowed to use
such case study for the purpose of promoting, marketing and selling
its products.
13.
Governing Law and Severability. This Agreement will be governed by
and construed in accordance with the local laws of the State of
California without regard to those provisions related to choice of
law. This Agreement will not be governed by the United Nations
Convention for the international sale of goods, if applicable. Any
disputes shall be heard by the state or federal courts with
jurisdiction to hear such disputes in San Mateo County, California.
If for any reason a court of competent jurisdiction finds any
provision of this License, or portion thereof, to be unenforceable,
that provision of the License shall be enforced to the maximum
extent permissible so as to effect the intent of the parties, and
the remainder of this License shall continue in full force and
effect.
14.
Entire Agreement. This Agreement and the Appendixes hereto, which
are incorporated by reference, constitute the entire agreement
between the parties pertaining to the subject matter hereof, and
all written or oral statements and representations previously made
or existing between the parties pertaining to such subject matter
are expressly superseded. Any amendments to this Agreement must be
in writing signed by the parties.
15.
No
Waiver. No waiver of any provision of or any right or remedy under
this Agreement shall be effective unless in writing and executed by
the party waiving the right. Failure to properly demand compliance
or performance shall not constitute a waiver of a party's rights
hereunder.
16.
Assignment. Neither party may assign this Agreement without the
prior written consent of the other party, which consent shall not
be unreasonably withheld or delayed. This Agreement shall be
binding upon and inure to the benefit of the parties hereto and
their respective allowed successors and assigns.
17.
U.S.
Government Restricted Rights. The Software
and Documents are provided with RESTRICTED RIGHTS. Use,
duplication, or disclosure by the U.S. Government is subject to
restrictions as set forth in subparagraph (c)(1)(ii) of the Rights
in Technical Data and Computer Software clause at DFARS
252.227-7013 or subparagraphs (c)(1) and (2) of the Commercial
Computer Software - Restricted Rights at 48 CFR 52.227-19 and
successors thereof, as applicable. Contractor/manufacturer is
Communication Intelligence Corporation, 275 Shoreline Drive, Suite
500, Redwood Shores, CA 94065-1413.
In
Witness whereof, the parties hereto have executed this Agreement
effective as of the date first written above.
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Communication Intelligence Corporation
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Licensee
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PRODUCT AND
SPECIFICATIONS
Sign-it for Acrobat is a software
application designed to give Acrobat users the ability to capture
and embed handwritten and optionally, other types of e-signatures
in any type of Adobe document. While capturing a handwritten
e-sig
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